The Joes sit inside a cell and watch one Viper knock out another. “So much for team spirit,” says Flint. The Viper still standing pulls off his helmet and Zartan tries to strike a bargain with the Joes: he frees them and supplies them with weapons a Moray and the Joes will free his sister. The Joes are released and Low-Light knocks out Zartan with one punch.

Inside a cell on Madame Veil’s tropical island, Una tries to fight Dr. Mindbender and the Vipers after she learns that she is the first to be taken away. Lady Jaye and the other kidnapped women fight back as well, but their attempt to break free is brought to a grinding halt.

Flint and the other Joes attack the Vipers at a Cobra Hydrofoil dock, jump aboard the ship and ride away while Low-Light destroys the other Moray.

Madame Veil orders Dr. Mindbender to activate the Facial Transference Machine, however, the power is knocked out thanks to Tara shorting out the lock in her cell with her a hairpin.

The celebrities and the Joe women begin their escape, but Dr. Mindbender catches sight of them thanks to a security camera and orders the Vipers to recapture them. However, after he adds that the Vipers are not allowed to harm the models, they rest their guns against a wall and are attacked by the women.

Quickly defeating the Vipers, the women take the guns while Flint and the other Joes race up to the island.

Believing Cobra has sent reinforcements to capture the models, a Viper rushes out to greet them, however, as soon as he realizes that the Joes are aboard the boat, all he can say is “Uh, oh” before Low-Light punches him into the water. The Joes rush into the building and quickly find Lady Jaye and the other women standing over the Vipers.

Flint, who is almost speechless, utters that he is glad that the women are on the Joes' side. Low-Light then grabs a Viper and learns that Una is in Madame Veil’s lab.

Low-Light rushes off alone and moments before Dr. Mindbender can activate the machine, the Joe tackles the Cobra scientist to the ground, grabs Dr. Mindbender’s gun and then frees his sister’s right arm.

But Dr. Mindbender grabs a chair and slams crashes it against Low-Light’s head moments after Una’s warning. Dr. Mindbender pulls the lever, but Low-Light grabs Dr. Mindbender’s gun, yells for Una to cover her eyes and destroys the wires that connect Una’s chair to the Facial Transference Machine. And the room falls into darkness.

Dial-Tone and Mainframe open the door to the lab and Low-Light finds out that his sister is safe. The Joes entering the room catch sight of Madame Veil and her face is so horribly ruined that Mainframe can only mutter, “Good Lord.”

Una is so frightened by the sight of Madame Veil’s face that she buries her head in Low-Light’s chest. As the Joe leads his sister out of the room, he asks Lifeline to help Madame Veil. “I’ll try,” Lifeline replies with a shudder. “But there’s not much to work with.”

With Low-Light’s comforting hand on Una’s shoulder, they walk out of the room, down a long stone hallway and toward the warm sunlight.