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"But there’s one problem - you’re having all the fun!"
- Serpentor (before throwing Dr. Mindbender out of a chair)
The Dreadnoks ride into town and then duck inside a Cobra base. When the three Joes on Recon Sleds reach the trolley tracks, Dr. Mindbender forces the Joes to stop and General Hawk, Scarlett and Sci Fi watch in horror as the trolley carrying Lifeline, Shipwreck, Iceberg and Lift-Ticket speeds towards them.
When they realize their teammates are not moving out of the way, Lifeline pulls the breaks, however, they are useless. Lift-Ticket calls his fellow Joes "crybabies," climbs outside and tosses a cable on the trolley’s powerlines to disrupt the flow of electricity.
Lifeline walks out of the trolley and asks why General Hawk and the others did not get out of the way. Scarlett explains that they were following the Dreadnoks and were immobilized while on the tracks. General Hawk orders the Joes to return to the armory base, however, Lifeline explains that he needs to return to the church and apologize to his sister.
Feeling the effects of Cobra’s organ, General Hawk becomes angry and yells, “Go on! Get out of here! Who needs you anyway?!” Lifeline, who explains he can take a hint, walks away as General Hawk orders the rest of the Joes to climb onto the Recon Sleds.
Inside Cobra’s base, Dr. Mindbender asks for Serpentor’s opinion about the organ. After replying that he would have been more impressed if the Joes were killed, Zartan enters the room with the Dreadnoks, Zarana and Roadblock, and he then is accused by Dr. Mindbender for failing to eliminate the Joes after he paralyzed them. However, Roadblock states that Cobra will not succeed since Lift-Ticket was able to fight back and save his teammates.
After Dr. Mindbender press a low-sounding key on the organ and Roadblock falls to the floor crying, Cobra’s mad scientist explains that his first test was subtle to avoid detection, but his second show will be stronger. While Zartan lowers a cage around Roadblock, Serpentor orders him to take a squad of BATs to the Joes’ base and attack. If the Joes are helpless in battle, then, Serpentor boasts, he will have the weapon of the century.
At the church, Stephanie’s fiancé, Peter, tries to console her, however, she remains worried about her brother. Lifeline enters the room and apologizes for his behavior at the church. As he sits down on the couch, she holds his hands and tells him that they need to find out why he reacted at the ceremony and Lifeline shamefully admits that his emotions simply took
over him, but he doesn’t know how.
Suddenly, Lifeline’s father enters the room and explains that his son has changed because he works with a bad lot of people, a group who are war-like and have no concern for human feelings. Lifeline stands up and proudly states that the Joes are heroes. But his father walks away and tells Lifeline, “Then you are no son of mine.” Lifeline walks out of the room and tells his kid sister that he will talk to her later. Stephanie turns to her father, buries her face in her hands and walks out of the room as well.
Zartan and the Dreadnoks attack the Joes, who scatter and fire back. But due to Dr. Mindbender’s organ, they are not able to fight back effectively. In fact, when Iceberg is pinned under a jeep, Shipwreck tells his teammate to help himself.
Roadblock taunts Dr. Mindbender by telling him that the Joes are too tough for the machine, but Dr. Mindbender touches a key and the Joe collapses to the floor crying while Cobra’s mad scientist laughs and explains to Serpentor that Roadblock is suffering from self-pity.
“But there’s one problem,” Serpentor replies before grabbing Dr. Mindbender and tossing him across the room. “You’re having all the fun!” Dr. Mindbender climbs up from the ground and begs Serpentor not to touch the organ, but the Cobra Emperor sits down and begins to play.
Lift-Ticket flies away in a Tomahawk and then dives at Zartan. The Cobra mercenary shoots down the helicopter and Lift-Ticket smiles as he dives to the ground and shouts, “Weeee!” Lift-Ticket stumbles out of the wreck and after Sci Fi pulls Iceberg out from underneath the jeep, they both laugh at the Joe when he falls to the ground unconscious. Zartan and Zarana knock out Iceberg and Sci Fi then dash to the armory.
While under fire from the BATs, a scared Scarlett tells General Hawk that they need to retreat. But the Joes’ leader angrily replies, “Just like a woman! Always ready to quit!” As he continues to fire at the approaching squad of BATs, she warns that they will only become mad. Then an explosion knocks them unconscious.
Zarana stands over them and marvels that they are still alive. “Not for long,” replies Zartan as he places a bomb in the armory. After Zartan and his group ride away on motorcycles and the BATs march out, Lifeline runs to the armory, notices the bomb on the ground, dives toward it and pulls the plastique from the detonator.
As Lifeline carries Scarlett and General Hawk to safety, Zarana asks if she should go back and make sure the Joes are dead. Whether they are alive or dead does not matter to Serpentor because the Joes' ability to fight was ruined.
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