Baron Greenback uses the minimizing peaka ray to shrunk himself and his cronies, and use the equally shrunken Frogs Head Flyer, to enter the body of Colonel K at the secret, secret service H.Q. Taking control of the Colonel's voice box, the villainous Toad relieves Dangermouse and Penfold from their duties. However, Professor Squawkencluck figures out the Baron's plan and shrinks DM and Penfold so they can enter the Colonel's nose, traveling in a conveniently shrunken Spacehopper.