Oh, no. It's your flying fool girlfriend.
  -- Duke (to Flint after seeing Lady Jaye fly close to the ground in her Skystriker)
Home Episode Summaries Season 2 Grey Hairs and Growing Pains


"Once the world understands we own the anti-aging process, their vanity will be a path to our door."
- Serpentor (to Dr. Mindbender and Zarana)

Their eyes glow red for a moment and then lasers shoot at Lady Jaye, who loses her pants as she dodges the beams and then runs through the front door destroyed by the lasers.

As Lady Jaye picks herself up from the ground, she laments over the situation. However, on a nearby bench an elderly Donna Dasher explains that the Joes must succeed in recapturing their youth and strength or else she will be ruined. She explains to the Joes surrounding her that she refused to act in their commercials and, as a result, they made her decades older. She then asks why the Joes haven’t contacted their base and Mainframe explains they would be too embarrassed.


Sci Fi steers their conversation toward reversing the process and Dasher explains that Cobra has a base in the desert that she once visited while shooting a commercial. Lady Jaye tells Donna Dasher to pull out her Cobra credit card since it’s time that for some late night purchases.

In the middle of the desert, Serpentor compliments Dr. Mindbender’s progress. “Once the world understands we own the anti-aging process, their vanity will be a path to our door,” comments then Serpentor while floating on his air chariot.


At the base’s front gate, Flint and Donna Dasher drive up and ask a guard for directions. Although the guard tells Flint to leave since they are on private property, the younger Joes begin to ask their “Grandpa” if they have arrived yet. Flint chuckles and tells the guard that he is taking his grandkids on a vacation and asks if they can use a restroom since it’s been a long trip. The guard reluctantly agrees and tells them to visit the first building on the left. Flint drives inside and zooms past Dr. Mindbender, Zarana and Serpentor, who questions the security of the base, orders the front gate guard to be arrested and tells Dr. Mindbender to seize the van.

Dr. Mindbender and several Crimson Guards surround the van and Flint then asks Cobra’s mad scientist if he remembers them. Shocked by the appearance of the Joes, Dr. Mindbender is struck by an opening door and Lady Jaye, Mainframe and Dial-Tone ride out of the van on skateboards while Gung Ho and Sci Fi spray paint on the Crimson Guards. And Donna Dasher exclaims their weapons were all purchased by her Cobra credit card.

Mainframe knocks a Cobra agent to the ground and Lady Jaye catches his gun then speeds onward while the other Joes continue their battle with the other Crimson Guards. Serpentor yells that no one takes “the great Serpentor by surprise” and is a fraction of a second away from launching himself into battle when two Strato-Vipers explain that he should not endanger himself and offer to escort him to safety. Serpentor then agrees.

Zarana then yells at Mainframe, “Hold it, small fry!” The Joe skids to a stop and looks up at Zarana, who relaxes for a moment and tells him with a softer voice, “I figured we run into each other again, Mainframe.” Surprised to see her again, he tells her quietly, “Yeah.”


Zarana points out the prototype sun and steam rooms and then hands over Madame Versaille’s formula to Mainframe, who recommends that she vanish before someone sees them.

Tiny destroys Dial-Tone and Lady Jaye’s skateboards with two shots and carries them back to the Joes’ van, which has been destroyed by the Crimson Guards. After Tiny dumps the two kids to the ground in front of the captured elderly Joes and Dasher, Dr. Mindbender asks about the third Joe, Mainframe.

“Up here, lame brain!” shouts Mainframe. Dr. Mindbender threatens the Joe, however, Mainframe is not impressed since he has returned to his normal age and reprogrammed the prototypes to explode and destroy the entire base. “You're bluffing!” screams Cobra’s mad scientist. “Try me!” taunts Mainframe.

The Crimson Guards quickly say farewell and retreat despite Dr. Mindbender calling them cowards. However, he also turns and runs after yelling that the Joe is lying.



After everyone but Lady Jaye is back to normal, Mainframe laughs as he explains that he really was bluffing Dr. Mindbender. Standing behind the door to the prototype rooms, Lady Jaye tells the Flint that they made a slight miscalculation during the age correction process. Flint walks to the door and asks about the error, and Lady Jaye steps out while pulling her jacket down and explains, “I think I’ve grown a little too big for my britches.”

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