After surviving their expedition to King Solomon's Mines, Allan Quatermain (Richard Chamberlain) and Jesse (Sharon Stone) have settled down in colonial Africa. They are engaged to be married and Jesse plans to travel to America for the wedding. But Allan is restless. A man, Dumont Rory Kilalea) chased by two strange masked men emerges from the jungle, and is recognized as one of Quatermain's friends. He is delirious and is cared for by Jesse and Allan, but at night, his pursuers return and kill him. Before he dies, he tells Allan that his brother Robeson (Martin Rabbett), supposedly lost, is alive, and that they have found the legendary 'Lost City of Gold.' Quatermain immediately starts preparing for an expedition to find his lost brother. Jesse is furious and stalks off, but then realizes how important this is to Allan. Allan and Jesse are assisted by Umslopogaas (James Earl Jones), a fearless warrior and old friend of Allan's, to put together an expedition. Swarma (Robert Donner), a spiritual guru, and five Askari warriors, accompany them. The group crosses a desert and reaches the Walls of Japora; two Askari are lost when Swarma trips a boobytrap that opens a pit under the road to the city. Another member of the party is lost when savage Eshowe warriors attack the group. Many spears are thrown at Quatermain and his friends, but Umslopogaas deflects most of them with his giant axe. The remaining askaris are lost in a subterranean river. Quatermain and his friends indeed discover the city. The inhabitants, both black and white, are friendly, and Allan meets his brother Robeson, seemingly in good health and at peace in the society. The city has two queens --- the noble and beloved, Nyleptha (Aileen Marson) and her power-hungry sister, Sorais (Cassandra Peterson). But the real leader is the evil High Priest, Agon (Henry Silva), feared by all. Allan raises the population against Agon and Sorais, who musters an army to recover the city by force. Allan realizes that they can make all the weapons they need out of gold, which is mined by the population. The final battle ends when, atop the temple, during a lightning storm, Allan uses Umslopogaas' axe to channel the lightning and melt the gold, causing it to flow off the side of the structure and pour over the attacking horde, turning Agon and his army into gold statues.