with the British Consul in Zanzibar, Jacques spots O'Shay helping to free slave girl Makia (Barbara Luna), fighting off traders and disrupting her sale. When local authorities order them to return her to her owner, Makia escapes. Angry merchants mob them, but the group is reunited, and the balloon takes off just in time. Landing in a jungle, they learn Makia stowed away to join them, they also adopt a wild chimpanzee called "The Duchess". The following day, the balloon sets down in the Arab city of Hezak, causing a panic. A Muslim priest proclaims that O'Shay is the Moon God and the balloon is the moon, making them instant celebrities. They dine with the Sultan in his palace. There, Ahmed, a slave trader (Peter Lorre), enters, offering for sale a kidnapped American teacher, Susan Gale (Barbara Eden). The moon emerges from the horizon, showing the Sultan (Billy Gilbert) they are not gods, but mortals. The crew flee to their ship, taking the American. As it launches, Ahmed clambers in, becoming their comic foil. As they encounter mishaps throughout the journey, O'Shay is often held accountable. They blame him for putting the balloon in the path of attacking natives, and releasing its anchor, causing it to drift away. Finally, the crew considers whether they need two American witnesses for their expedition. Finding Susan to be less troublesome, they decide to hand O'Shay over to passing Arab nomads. However, as they descend, O'Shay spots a sandstorm, forcing them to immediately reverse their course. Near Timbuktu, the balloon lands in an oasis and several of them attempt to gather food and supplies. They are discovered and captured by a mounted patrol of the Sheik of Timbuktu, but O'Shay, Jacques and Ahmed hide and escape in the balloon, which is feared by the patrol. In Timbuktu, Fergusson, Susan, and the General are imprisoned as infidels, and set to be thrown from the highest tower, while Makia is put up for sale. Jacques, Ahmed and O'Shay, in disguise, purchase Makia from a slave trader (also played by Billy Gilbert). Makia warns them of the scheduled executions. The heroes fly the Jupiter to the tower, fight off a horde of swordsmen and save the others. However, as they take to the sky, one swordsman launches a scimitar that pierces the balloon and it begins to slowly leak. Aboard the gondola, the Professor calculates that with