Shanna and the pirates are trying to make it to Axe-Man's plane when they run into the Axe-Man himself. They escape from the gangster by entering a dark cavern which turns out to contain an old underground Nazi city made completely from gold. Unfortunately, the city is also inhabited by bloodthirsty neanderthals. The women are knocked out and dragged off in true neanderthal fashion while the men are captured and tossed into an arena to face sabretooth tigers.