Mainframe and Dial-Tone visit Brett Tinker at a football stadium and ask him why he refused payment for endorsing the Ageless Care Spa in a commercial. Promising to return with an answer, Tinker tells his team while in a huddle that there are two guys he would like to get off his back. So he suggests a play as well as a little unnecessary roughness. “If you catch my drift,” he adds.

The other football players grunt in approval as they move away and line up. The ball is snapped and Mainframe catches the toss. “My first pro interception!” he happily shouts to Dial-Tone. They look up and watch as the players rush forward to tackle them. Mainframe tosses the ball to Dial-Tone, however, both Joes are tackled to the ground.

Back at the Joes' base, Lady Jaye lists her teammates' injuries for Flint and explains that he and Sci Fi were lucky. She then turns to a screen and reports that she has learned that Tinker and Dasher work out at the Ageless Care Spa in Beverly Hills.

As the Joes walk down a street in Beverly Hills, Mainframe is surprised by the number of Rolls Royces and Bentleys in the area, however, Flint is unimpressed with his work out clothes. “It’s style - not sweat - that counts here, Flint,” Lady Jaye explains.

The Joes enter the spa and Flint tells one of the instructors that they have an appointment. However, while the Joes are working out, Dr. Mindbender, who is behind a one-way mirror, laughs at the Joes’ disguises and tells Zarana, who was disguised as the instructor who welcomed the Joes, to take care of their enemies.

Zarana greets the Joes inside the gym and invites them to the sun and steam rooms. Flint, Sci Fi and Gung Ho step into the sun room while Lady Jaye, Mainframe and Dial-Tone enter the steam room. While Zarana sets the sun room’s timer for five minutes, a large man called Tiny sets the steam room’s timer for the same amount of time.

After Gung Ho tells Flint that something is strange about the spa, the sun and steam rooms slowly begin to change the Joes. Inside the steam room, Mainframe, Dial-Tone and Lady Jaye become younger while Flint and the others grow older. Dr. Mindbender gleefully watches the changes on a monitor and congratulates Zarana on a job well done. And he then orders Tiny to get rid of the Joes.

Lady Jaye, Dial-Tone and Mainframe try to open the door, however, even the combined strength of their seven year-old bodies is unable to move the door. Sci Fi is too weak to move inside the sun room, and even with Gung Ho’s help, Flint is not able to move the sun room’s door. Suddenly, the door swings open and the Joes fall to the floor as Tiny leads two Cobra Vipers into the room.

Flint and his now older teammates are captured by Tiny and his Vipers, however, Lady Jaye tells Mainframe and Dial-Tone to rush the Cobra agents when they open the door. The young Joes win the struggle and as they run down the hall, Zarana cracks open a door and softly wishes Mainframe good luck.

Clinging to several pipes above the Flint, Gung Ho, Sci Fi and the Cobra Vipers, Lady Jaye and the other Joes fall feet first into the face of the Vipers. Flint and Lady Jaye look at one another for a moment and ask what happened to each other, avoid Tiny’s tackle and then rush out an exit with the rest of their teammates. They bump into a police officer and Lady Jaye tells her to arrest Tiny since he is a Cobra officer. While Tiny is sweating profusely, the police officer belittles the kids and the elderly men, and then tells them to leave since she has more than enough hooligans in her area.

And Dr. Mindbender, who was watching the scene on a monitor, laughs uncontrollably.

The Joes return at night to the Ageless Care Spa and, with Mainframe and Dial-Tone’s help, Lady Jaye climbs into a vent and sneaks inside. However, six mannequins wearing exercise clothes are not lifeless dummies but Cobra’s security system.