Cross Country’s gun is destroyed and Flint orders the Joe to jump clear of the Stun. “Negatory, good buddy! We’re in this together!” Cross Country tells him. Flint tersely reminds Cross Country that he is still in command, but Cross Country grabs a wrench and yells back, “Don’t take this as disobedience, Flint, but first I got to fix something.”

After Cross Country tosses a wrench at Thrasher's face, the Dreadnok loses control of the Thundermachine and flips over, and Torch, Ripper and Buzzer then crash into the overturned vehicle. Flint congratulates Cross Country and the two Joes race to the Desert Dunes Motel.

After locating the motel as well as Burke’s car, the Joes step inside the manager’s office and ask if there is a Matthew Burke staying in the motel. The clerk, who is filing her fingernails, tells them he is in room 103. Flint hands his credit card to her and menacingly tells her that he is paying for the damages to the room in advance.

Flint and Cross Country burst into the room, however, since the floor has been removed, they fall into a hole, where Motor Vipers seize the Joes while Dr. Mindbender insults them. Zarana, who was disguised as a motel clerk, slides down a rope and removes her disguise. Dr. Mindbender then grabs Burke and asks where the nerve-paralyzing liquid has been hidden. But Burke plays dumb, so Dr. Mindbender orders Zarana to tell the Dreadnoks to take Burke’s car apart in order to find the black box's contents.

Soon, the Dreadnoks stand around the stripped car, however, they are still unaware of the box's whereabouts. But Zartan leans over the driver’s seat, pushes a button and the ashtray opens to reveal the black box. After Burke comments that the car was of great sentimental value since it was a gift from his Auntie, Dr. Mindbender orders two Motor Vipers to radio Serpentor for a Night Raven evacuation and then tells the Joes that he will let them live only so they can witness how Cobra will use their latest weapon.

Burke activates the laser built into his cufflink and frees himself. Untying Lady Jaye and Dial-Tone’s ropes, the Joes rush forward to chase Dr. Mindbender, but an explosion seals the cave. Cross Country rushes toward Burke since the secret agent set them up, but Burke merely ducks and flips the Joe over him.

After agreeing to work together, everyone begins to climb out. “Gee, look what they did to his car,” Dial-Tone muses while examining Burke’s car. Flint and Burke help Lady Jaye climb to the top, and Burke pulls her up and into his arms. “Thanks, Matt,” Lady Jaye tells him. Flint dramatically clears his throat and orders Dial-Tone and Cross Country to contact Joe headquarters while he and the others pursue Dr. Mindbender. Burke suggests that Dial-Tone and Cross Country use the Stun, and Flint angrily asks how they are supposed to follow Dr. Mindbender to a nearby airstrip. Suddenly, a semi truck with the word “Auntie” on the side of the trailer appears and a new car rolls out. Annoyed, Flint tells them that he will drive and they speed into the desert.

Flint, Lady Jaye and Burke find the airstrip, however, since their reinforcements do not arrive, they decide to attack Cobra Vipers and Dr. Mindbender on their own. With Flint and Lady Jaye hanging on opposite sides of the car, Burke drives through the airstrip so that the Joes can quickly destroy the Night Ravens.

Burke then orders the Joes to jump off the car so he can destroy Mindbender’s plane. Flint and Lady Jaye leap off, and although Mindbender and the Joes believe Burke is going to crash the car himself, Burke ejects from the car's seat moments before impact and parachutes to the ground.

Flint, Lady Jaye and Matthew Burke are quickly surrounded by Motor Vipers, however, several Tomahawk helicopters appear with Cross Country’s HAVOC in tow. While the rest of the Night Ravens are destroyed, the Motor Vipers scatter and the Dreadnoks flee from the battle on their motorcycles. Dr. Mindbender, who is pursued by the Joes, throws the vial with the nerve-paralyzing liquid to the ground, and Flint throws himself over the liquid in order to prevent it from killing everybody else.

After Lady Jaye screams Flint’s name, Burke relaxes his stance, clears his throat and explains that the bottle was really filled with cream soda. The secret agent then adds that since he and General Hawk knew Zarana was spying on their meeting, they used the four Joes as a decoy. Disappointed and a little unnerved, Lady Jaye explains that their mission wasn’t a complete loss since they captured Dr. Mindbender. But after she turns around and doesn’t see him in sight, she exclaims, “Oh no! Not again!”

Inside a recreation room at G.I.Joe headquarters, a TV news announcer explains that the secret agent Matthew Burke received a Presidential Commendation for single-handedly stopping Cobra’s recent plan.

“Single-handed?! That - that rat!” Lady Jaye yells.
Flint points toward the TV and tells her, “Be my guest.” The door to the recreation room swings open and the TV is thrown out and crashes against a wall. Dial-Tone then turns around in the hallway, chuckles lightly and tells the audience, “Now that’s what I call one tough TV critic.”