Mainframe runs after Zarana, however, he finds nothing but a large hole in the wall and a small fire, and Mainframe screams Carol’s name. Barely able to walk, Mainframe slumps against a wall. Zarana sighs, walks out of her hiding place and explains that her name is not really Carol Wiedler. “You zapped me!” he shouts as Zarana removes her wig. “I had a job to do, but I came back for you,” she replies. Then she looks at the ground and quietly adds, “Now we’re even.”

As Leatherneck and several generic Joes rush down the hallway, Mainframe turns to hide Zarana behind his back and explains that the saboteur escaped. Leatherneck leads the Joes out and Zarana places a hand on Mainframe’s shoulder as he turns around and thanks him.

For one short, sad moment, they look into each other's eyes. “Leave. Before I completely regain my senses,” he urgently tells her.

The Joes bring the space probe to the surface, however, the Cobra helicarrier flies toward the Tactical Battle Platform. Aboard the helicarrier, Cobra Commander is told by Serpentor that the minute speck of anti-matter is enough to tip the scales of the Joe-Cobra conflict to the Joes’ favor and both agree that if Cobra can’t have the anti-matter, then no one will.

The subs attack the platform, but the Joes and the space probe are hoisted aboard the USS Flagg. At Joe headquarters, Lifeline tries to help Mainframe recover from the stun gun, but Duke enters the room and tells Mainframe that Admiral Ledger reported that the subs are attacking the USS Flagg.

Explaining that the subs can’t be hit because the anti-aircraft guns can’t be depressed far enough, Deep Six suggest to Admiral Ledger that the Joes use Skystrikers. But Cobra Firebats fly out of the Cobra Helicarrier and attack the USS Flagg. The Firebats destroy the Conquest X-30s and land on the deck of the ship.

The Joes fire at the Strato-Vipers as they steal the anti-matter, but Admiral Ledger orders them to stop firing since one shot to the anti-matter will send them all to Kingdom Come. The Firebats take off and Cobra Commander orders Dr. Mindbender to install the anti-matter so that the damaged helicarrier will have enough energy to escape.

While the subs continue to gnaw at the hull of the Flagg, Shipwreck flips open a panel on the Flagg and fires a barrage of missiles at the helicarrier. Cobra shoots all but one of the missiles, which strikes the engine room where the anti-matter is being installed.

As the engine begins to glow dangerously, Dr. Mindbender orders everyone to run for their lives.

The engine explodes and Shipwreck happily yells in victory, but the USS Flagg tilts at a dangerous level and Admiral Ledger orders the Joes to abandon ship and swim for the Tactical Battle Platform since the subs have cut through the Flagg’s hull.

As soon as the Firebats and FANGs fly off the Cobra's helicarrier, the massive ship crashes into the FLAGG, explodes and sinks to the bottom of the ocean. “Now that’s what you call your real big budget spectacular finish!” yells Shipwreck.

“So...we lost,” Mainframe tells Duke. “No,” Duke replies, “it was a draw. Joe and Cobra both lost a carrier.” Mainframe blames himself, however, Duke explains that Zarana fooled him, Beach Head and everybody else. Propping his arms behind his head and turning toward the window, Mainframe sourly tells Duke, “Yeah, tell me about it.”

Sitting near the a campfire with the Dreadnoks, Zartan yells, “Hey, Zarana, I’ve been thinking! Maybe you oughta quit the Dreadnoks, go marry that wimp, get a house in the suburbs, have kids.” Everybody laughs at Zartan’s joke, but Zarana, who is leaning against a tree with her arms crossed and her eyes closed, slowly pulls out a gun and fires at the fools by the fire, causing Zartan and his crew to quickly scatter.

And although they are miles and miles apart, Zarana and Mainframe look up at the full moon...and wonder...