Explosions erupt around the Baroness, Destro and an unnamed female Cobra agent, and they fall to ground while retreating from a Cobra base. The Baroness climbs up to her feet and calls out, “Destro, darling, where are you?”

She then hears a giggle and sees the Cobra female agent thanking Destro for saving her. The Baroness angrily tells the Cobra agent to return to base, and after she explains to the Baroness that the base is Destro, the Baroness snaps, “All the better!” The female Cobra agent kisses Destro and leaves. Destro, his face twisted in astonishment by the female agent’s gratitude, still embraces the Baroness and while the Baroness is turned away from the female agent, Destro he clumsily explains that after one more weapons sale he and the Baroness will be able to retire.

A speaker tells a crowd gathered at the World Brotherhood Plaza that all nations of the world should throw down their weapons, however, inside the plaza, Destro is conducting an auction for a Cobra Rattler and HISS. After hearing a bid for a million dollars, Destro pretends to be shocked, slaps the side of the Rattler and explains that the bid would barely cover the technology and the precious metals in the plane, which begins to fall apart. Destro stutters and turns toward the HISS, but Flint, Lady Jaye, Roadblock and Gung Ho enter the room and attempt to arrest Destro. But a trap door is opened on the stage and Destro escapes. While Gung Ho and Roadblock pursue Destro, Flint and Lady Jaye arrest the bidders at the auction, however, the bidders pull out a card and explain that they can not be arrested since they have diplomatic immunity. Flint and Lady Jaye then decide to chase Destro.

The Joes surround Destro as he runs through the sewer waters, but a rope is dropped through a manhole on the street above and he climbs up in order to escape.

His rescuer, a woman with short blonde hair and wearing sunglasses at night, introduces herself as Covert of the Town. Destro tells her that he believed her to be only a legend. “I am,” she says smoothly, “but I’m also flesh and blood.” Destro suggest they find someplace more intimate and she asks Destro about the Baroness. “Bah! She is but a confused creature with whom I have been erroneously linked.”

On a patio at the top of an apartment building, Destro is told by Covert of the Town that she is known to bring bad luck to men, however, Destro tells her that he does not believe in luck, only destiny.

After she asks to see his face, Destro explains that her request is impossible to fulfill and explains that he can not take off his mask due to a family curse. Because one of his ancestors was convicted as a witch and forced to wear a mask, Destro’s family has sworn to fight the forces of law and order until they are “sacrificed on the alter of history.” She asks about his other his relatives and Destro explains that they meet on the Winter’s Solstice, the longest night of the year. With her hands on Destro’s arms, she tells him, “I love long nights.”

Flint tells the Joes that accompanied him on the raid that the mission was a failure since Destro got away and the buyers were diplomats. Roadblock tries to cheer up his friend by reminding him that they captured two more Cobra weapons. “I wouldn’t wish that defective junk on Cobra,” Flint says. “Well....maybe.”

Alpine enters the room and hands Gung Ho an overdue car payment, a letter with Channel Number 5 to Roadblock and ask who is Allison Hart-Burnet.

Lady Jaye tells Alpine that is her real name, opens the letter from Solicitor Clayton Oliver Nichols and learns that she is the sole heir to the Dame Agatha Doyle manor in Loch Lomand in northern Scotland. Since she has some vacation time, she decides to travel to the manor house and invites Flint with her. Unfortunately, he explains that he can’t come until next week and Lady Jaye tells him to come by whenever he can.

Solicitor Nichols drops Lady Jaye off at the manor house and laughs quietly as he walks away from the house. Lady Jaye explores the dark house and is frightened by the sudden presence of the housekeeper after seeing two portraits of her ancestors. The housekeeper tells Lady Jaye that the place is cursed and that she should stay away from the north chamber.

Meanwhile, a man carrying a sack over his shoulder enters a pub and asks for the solicitor. The townspeople in the pub fall silent and two men explain that the townspeople handle their own problems. The vagabond then asks about the manor house and a woman explains that it is behind the mist on the moors and advises him to stay away from the place of evil if he values his life.

Lady Jaye continues to examine the manor at night with candelabra in hand and enters a room filled with torture and execution devices, and a ghost walks out of a wall and through Lady Jaye. She turns to runs leave and nearly crashes into the housekeeper, who tells Lady Jaye that she warned her to stay away from the north chamber. Back in her room, Lady Jaye writes a letter on December 21st, the day of the winter solstice, and notes that even though it is four days until Christmas, she is anything but merry. “In fact,” she adds, “I’m spooked.” And at the base of the manor, people walk into a tunnel while wearing animal masks and carrying torches.

The moaning noises at night at first unnerve Lady Jaye, but she stands up, walks to her golf bag and removes the small cover protecting the end to reveal that the club is actually one of her javelins. When she sees a ghost she tells herself, “It is only my imagination. It is only my imagination.” She opens a large wooden door and quietly walks down a stone staircase and discovers a gallery of skeleton warriors. She steps back in fright and steps on a stone that causes door on a wall to open, a skeleton grabs her and another trapdoor to release a giant snake. Lady Jaye escapes the skeleton’s grip and the snake crushes the skeleton.

Lady Jaye continues to walk cautiously down the corridor and finds a coven of people wearing animal heads and performing a ritual of renewing vows with a creature in a well, known as the Cauldron of Chaos. As she squats behind a large rocks for a better view, Lady Jaye hears the crunching of rock and turns to see one of the cult members. A net is tossed over her and she is subdued.

The stranger in town climbs down a rope and enters the manor, but the housekeeper watches the scene and bumps into a knight. As the stranger demands whoever made the noise to show him/herself, the housekeeper runs away, but the stranger grabs a spear off the wall and strikes the wall, and the housekeeper trips over the spear. She pulls the spear out of the wall, swings up to a chain over her, cut the rusty chain and swings toward the stranger, but he grabs a shield to defend himself. The spear breaks upon impact with the shield and the housekeeper pushes off a wall, somersaults and knocks the stranger into the guillotine. The blade falls but the man brings his head up in time and watches the housekeeper escape.

Lady Jaye is lowered into the well with the octopus like creature, but a man enters the room and demands that the ceremony stop. He asks Lady Jaye how he found their secret chamber and she replies that she heard rats in the basement and stumbled upon the place. But the man replies that Joe agents simply don’t stumble onto things, and the use of the description “Joe agents” surprises her and then, as the man throws back his hood, she sees Destro. He again demands her to tell the truth and she explains that she inherited the place and suggests that they have an ancestor in common. But Destro finds the idea “distasteful” and orders her to be lowered into the pit.

The stranger enters the meeting room, knocks out the two guards and begins to pull Lady Jaye back up from the pit. Destro attacks the stranger while Lady Jaye swings and kicks at the member of the animal head cult. Although Destro picks the stranger up and slams him against a wall, the man picks up a torch and shoves it Destro’s face. He then picks up a gun and shoots at Lady Jaye’s chains. She lands on the floor and the man picks her up and carries her out while Destro shoots at them.

He sets her down in the corridor, shoots at her chains and tells her that he told her that the place smelled strange. Lady Jaye is confused and then the man rips off his mask. “Flint!” Lady Jaye exclaims happily. While the two retreat down the corridor, Flint radios Breaker on the USS Flagg and Col. Sharpe, Duke and Gung Ho hear him asks them to trace his signal and to deploy a strike team immediately.

Destro shoots two heat-seeking missiles at the Joes, but they jump into the water and escape. Flint and Destro shoot at one another, and after Destro shoots the gun out of Flint’s hand, the Joes continue to retreat while the cult members jump into the water and continue their pursuit per Destro’s orders.

Falcon hang gliders fly out of a transport plane and as Spirit flies to the manor house, he notes that he feels a great evil nearby. Snake Eyes is shot down but he unbuckles himself, lands on a Cobra Trubble Bubble, pulls the pilot out and climbs inside. He flies in front of several other Flight Pods and knocks then out of the sky with several shots then lands on the manor. Spirit and Freedom join Snake Eyes and the two make plans to enter the building.

Flint and Lady Jaye run into a room with a giant spider and Flint asks if she would like to handle the cult members behind the door or the spider.

Voting for the cult members, Flint grabs an ax from one of the cult members who is hacking at their wooden door and attempts to attack the spider. However, he is swatted by one of the spider’s legs and knocked into the web. The cult members break into the room but quickly retreat when they see the spider. Lady Jaye is knocked into the web as well and asks Flint what the spider is doing, however, he tells her that she doesn’t want to know.

While Barbecue is evading Firefly, who is in a Trubble Bubble, two rockets are fired at him, but the Joe fireman flies up and the missiles strike the room with the spider, who dies. Flint and Lady Jaye leave the room while Cobra and the Joes storm the manor house. While using a knight’s suit of armor as cover, Barbecue causes a wall to swing around and he finds himself in a room filled with holographic technology. Barbecue turns on the ghost projector and scares Firefly and the other Cobras out of the room.

Flint orders the Joes to retreat to the village. From the pub, the Joes and the villagers watch the manor house burns to the ground. Destro stands beside the smoldering ruins of his home and tells Covert of the Night that for over a thousand years his house stood. He turns to her and adds that she really does bring ill-fortune to men. She laughs at Destro, calls him a faceless beast and rips off her mask - and the Baroness explains that Destro can call it revenge. As Destro asks why, she explains in her most acidic tongue that the revenge was for his unfaithfulness with that which he values the most, his ancestral home. Destro tells her that her brilliance is only matched by her need for revenge.

She adds that Destro is related to Lady Jaye and grabs his chin noting that this act was but a taste of what will happen to him if he again describes her as a confused woman with whom he has been erroneously linked.

Destro grabs her hand and firmly holds it while he tells her that he hopes that she never learns what horrors her actions may have caused. And inside the well, the octopus-like creature floats to the surface and examines the world.