Mutt is still hounded by Junkyard and pleads to Junkyard to try to remember him. "You don't want to bite the hand that feeds you, do you, big guy?" Mutt asks with a voice filled with hurt. But, Mutt is forced to knock Junkyard with a branch as he attacks him. Junkyard lands on the ground with a thud and pretends to be unconscious.

Cobra Commander seizes control of all the television airwaves and demands the surrender of the world since he is able to bring the world crashing down at any moment he chooses. At Joe headquarters, Wild Bill tells the other Joes, "That dude is one fun guy, ain't he?" Cobra Commander continues to his rant and demands the release of Dr. Lasso, Victor the Hun, Ekku the Mad Assassin and Professor Attila, a lot who are described by Flint as some of the biggest kooks, killers and creeps behind bars.

Doc tells Scarlett, Flint, and Wild Bill that his best guess on how the animals are being controlled is by ultra-high frequency device and the only "maniac egghead" (an opinion held by Wild Bill) with the talent to create the device would be Dr. Lucifer. Scarlett suggests to Flint that they attack the scientist by aiming for his heart.

The warden at Stonehall prison hands the keys to Professor Attila's cell to a Crimson Guard with two mountain lions. The professor is released and leaves with Cobra, however, after they have left the warden orders a guard to put the professor back into her cell.

Attila greets Dr. Lucifer with arms around his neck and a kiss, but Lucifer pushes her back and exclaims that she is an imposter since only the real Attila would insult him before kissing him and was never a loving woman. Attila claims that prison has changed her, however, Lucifer continues his interogation by asking if she remembers when he proposed to her. Attila tells him that a woman never forgets such a moment, and Lucifer tells her in a barely controllable rage that she is a fraud. Cobra Commander orders his guards to seize her. Attila flips and kicks them away but she is knocked down from behind. After Cobra Commander rips away Scarlett's 'Attila' mask, she is dragged away to a dundgeon.

With Scarlett bound in chains, Cobra Commander holds her chin and tells her that all her efforts have come to naught. Enraged, Ripcord tells Cobra Commander to take his slimy hands off her, but his enemy is unimpressed by his gallantry and calls it foolish. As Cobra Commander turns his attention to Ripcord, who is also in chains, Scarlett taps a wrist band against the wall.

At Joe headquarters, Breaker traces Scarlett's signal and Spirit and Snake Eyes offer to help break Scarlett out of the Cobra base before the Joes attack, and Flint gives them permission.

Dr. Lucifer tells Scarlett that he will now make her suffer for toy with his affections and also states that her punishment will come on eight thousand short, fat legs. Confused about the meaning of the threat, Scarlett and Ripcord soon shake spiders off their faces and squash them arachnids. And as she stomps, Scarlett half-screams that she really hates spiders. And through the prison cell door come 1,000 spiders.