The munitions dump is attacked by the ghosts and yellow flames with red eyes and mouths wail as they wave in the night air. The Joes scramble for cover and Snow Job and Wild Bill wonder if Cobra has switched from “Stingers” to bi-planes. Lasers past through the plane and the Joes bolt from the APC as it is struck by the shots from the ghost airplane.

Scarlett and Roadblock watch a Slugger turn to ice thanks to an arrow from the Mongolian warrior’s bow and Scarlett fires a disrupter arrow since she thinks the woman on the horse is a hologram. The arrow passes through the ghost and the warrior returns the shot with her own arrow, but Roadblock knocks Scarlett out of the path of the arrow, which strikes a building behind Scarlett and turns it to ice.

Inside a supply building, Quick Kick tiptoes through the building and suddenly the third ghost appears. “Let me guess,” Quick Kick says to the ghost, “Great Caesar’s ghost, right?” The Roman centurion laughs and uses a power in his sword to pull away Quick Kick’s sword and direct them toward the Joe. To prevent himself from being stabbed, Quick Kick grabs a metal sheet and blocks the swords and then tosses the sheet at the ghost, who disappears and then causes the other sheets in the room to collapse on Quick Kick. Crawling out of the stack, Quick Kick believes Cobra has an anti-gravity weapon and that the Joes are in big trouble.

Cobra Commander admires the success of the phantom brigade, turns to the Baroness and notes that she may soon become useless. However, she coolly replies that the night is still young.

The Joes continue to dodge the attacks of the bi-plane and meet the Baroness, who explains that she comes and peace and offers the Joes the secret to the Phantom Brigade. Scarlett is suspicious of her help and the Baroness replies that she is assisting the Joes for the sake of her own job security. After all, if the Joes are defeated by the ghosts, Cobra Commander may not need her services.

Duke gathers the other Joes and explains that they need to find the three objects which keep the ghosts on earth and give them a proper burial. He explains that he is not asking the Joes to believe any of the ghost stories, however, the Baroness did tell him where they can find Cobra’s base. The Joes quickly disperse as they are under fire from the bi-plane and Wild Bill and Cover Girl fly into the sky to attack the bi-plane.