Dr. Mindbender looks up at Zarana and screams at her, “Stop them!” Zarana merely replies, “You’re the doctor.” Flying in a Swampfire, Zarana chases Timothy and the Joes, who have left Cobra’s base on a HAVOC. Sci Fi’s shots at Zarana impress her, however, she flies past the Joes and then angles to met them head-on.

A shot from her Swampfire’s front cannon causes the HAVOC to turn over on its side and skid to a halt in a deserted town.

Zarana flies back to Dr. Mindbender’s base and reports that Sci Fi, Sgt. Slaughter and Timothy are inside the target area. Realizing that Dr. Mindbender has found an opportunity to test Dr. Penser’s loyalty to Cobra, he orders Zarana to dispose of Dr. Penser if the physicist is unable to use the Voltronic Galaxitor to kill the Joes his brother.

Inside the weapons room, Dr. Penser activates the weapon despite the his brother’s presence, however, the first shot misses the Joes and Timothy, who then rush toward Dr. Mindbender’s lab on foot.

When Dr. Penser refuses to fire another shot, Dr. Mindbender lowers his scaffold, pushes him out of the way and then climbs aboard the scaffolding in order to reach the control panel and fire more shots at the Joes.

But Dr. Penser opens a power panel on a wall and causes an overload in power, which forces Dr. Mindbender to leap off the scaffolding and order everybody to retreat. The Dreadnoks and Zarana each climb into a Swampfire and pursue the Joes. “Outgunned, outmanned - I love it!” yells Sgt. Slaughter as he and the others retreat.

Grabbing a hold of a helicopter swooping near the ground, Sgt. Slaughter is carried into the air while Monkeywrench tosses a ten-stick dynamite pack at Sci Fi and Timothy, who catches the explosive and asks what he should do with it. “Get rid of it!” yells Sci Fi. So Timothy throws the dynamite into the Thrasher’s Thundermachine and destroys it.

After Sgt. Slaughter climbs inside the helicopter and tosses Monkeywrench out, he orders Sci Fi and Timothy to rescue Dr. Penser while he attacks the other Swampfires.

Dr. Mindbender tells Dr. Penser that his decision to not kill his brother will haunt him for the rest of his life, which will last for another five minutes. As Dr. Mindbender leaves, Dr. Penser, who is crawling toward an exit, screams, “No!”

Sgt. Slaughter continues his battle with the Dreadnoks while Sci Fi and Timothy race to rescue Dr. Penser, who is surprised to see his brother. Timothy picks up his brother and runs with Sci Fi to Sgt. Slaughter’s helicopter.

They climb aboard the helicopter and fly away seconds before the base explodes.

"Consider yourself flattered, Timothy. I gave up the Voltronic Galaxitor just for you," Dr. Penser angrily tells his brother.
“Well, you’re a grateful cuss,” remarks Sgt. Slaughter.
“That’s okay, Sgt. Slaughter,” Timothy replies while placing a hand on his brother’s shoulder. ”He’s always like this. Especially when he is trying to say thanks.”
Placing his own hand on top of Timothy’s, Dr. Penser sternly tells his brother, “Timothy, be quiet.”