Mindy gives Mork Earth medicine for his cold. Mork has already taken the time-release capsule to shrink his nasal membranes when he remembers that, as an Orkan, he is all membrane. Mindy watches helplessly as he finally shrinks out of sight between the molecules of a table cloth, sending him to an upside-down planet called Mirth where humor has been banished. In the fantasy realm, Mork borrows clothing from a lavender cow before he is captured by three comics: Bob Faith, Jerry Looney and Danny St. Tommy. The three belong to a zany bunch of revolutionaries called the Sillies who are trying to overthrow King Exicon and his Glums. Mork is taken to the Sillies camp where he meets their leader, Mandy, a lady identical to the Mindy he left behind. To aid her cause, Mork becomes a glum version of court jester to spy in Exicon's castle. There he meets serving as the king's financial advisor. When Mandy is captured, Mork and the three comics fly to the rescue in a hot air balloon and battle the king's troops with pie and seltzer before the effects of the medication wear off and Mork returns to normal size back in Boulder with Mindy.
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