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There hasn't been a single alert in twenty-four hours, but rather than being happy, 7-Zark-7 is worried. He knows Spectra isn't usually one to allow for peaceful conditions for too long. On board the Phoenix, Mark is upset because of a recent attack on Planet Riga. Spectra attacked and devastated the planet and Mark is afraid his friend Colonel Cronus has been killed. He walks out of the Phoenix's command center and takes his jet out so he can fly around and have some time to himself.

As he's out Mark notices three jets flying in a restricted area. One of the jets pulls up beside Mark and he recognizes the pilot as Colonel Cronus. Mark immediately contacts Chief Anderson and requests permission to follow Cronus to see where he's based. Anderson denies him permission, but Mark follows Cronus' squad anyhow. Upon finding the secret mountain base, Mark lands his jet inside beside the other fighters, but there are no people visible. Mark explores the base and finds Cronus looking out an expansive window. Mark is surprised to see him alive, but Cronus said he was able to escape Riga. Cronus then tells his old friend that he has a plan to get rid of Zoltar. All he'll need is the help of the rest of G-Force, and that Mark tell no one else about the plans. Cronus shows Mark a case full of top-secret documents that reveal where Spectra's secret Earth base is located, along with all of its weak points. Mark tells Cronus he can't simply bring G-Force in on a mission like this, he'll have to go over the documents with them and they'll all come to a decision.

Meanwhile, back on the Phoenix G-Force has been given orders to find Mark. As they search for him, a giant mechanical wasp rises from a jungle and attack. It jams the Phoenix's offensive capabilities and they're left helpless against the destructive rays and beams the wasp fires at them. Tiny ducks the Phoenix low and they fly through the forest in an emergency tactic to escape the wasp. They emerge from the forest and think they are safe, but the wasp attacks them from behind. It uses its legs and powerful claws to grab the ship, trap it, and then "sting" it with its massive stinger. Once the stinger is inside the Phoenix and its control center, it emits a gas which knocks G-Force out. Spectra has the Phoenix and takes it back to their secret base!.

Mark returns to Center Neptune and requests Chief Anderson's assistance in going through with Cronus' plan. But Anderson tells him the documents are fake and he's being tricked. Wanting answers, Mark returns to Cronus' base. Cronus is upset Mark has told Anderson about the documents, but when Mark says he doesn't have any more questions, Cronus is happy and offers Mark a drink to toast to peace. Mark pretends to sip at the drink and then pretends that it has poisoned him. Cronus shows concern at first, but then thinking Mark is dead, he reveals the truth... he's Zoltar in disguise. He also claims Cronus has been killed. He only wanted to use Mark to lure the rest of G-Force in. But since he already has them captured, he doesn't need Mark any longer. Mark tells Zoltar not to celebrate yet and attacks, but Zoltar opens a hidden floor panel and Mark falls into a holding cell.

The rest of G-Force are already inside the cell. Zoltar comes down and plants a time bomb out of their reach in order to destroy them for good. When Zoltar turns to leave, Mark flicks a homing bug onto the back of his collar. He doesn't notice and leaves G-Force to what he thinks will be certain doom. G-Force set about getting out of the jail, which they do in the nick of time. The bomb goes off but they are already heading back to the Phoenix.

The Spectra soldiers on the wasp alert their headquarters that G-Force has escaped. Mark uses the homing bug and they track it to the base's location on the Phoenix's radar. As the Phoenix closes in, it appears the Spectra base fires a missile barrage that ends up destroying the Giant Wasp. The Spectra base and wasp are quickly destroyed, but Zoltar escapes. While the team is happy Spectra is defeated, Mark is still upset his friend Cronus is gone. 7-Zark-7 knows Mark is upset, but what really counts is that he led his team to victory over Zoltar.

Mark and Colonel Cronus have served together several times in defense of the Galaxy

Mark will disobey direct orders from Chief Anderson if he's motivated enough

Zoltar uses another disguise, this time to fool Mark into believing he is Colonel Cronus

Note: Although the end is a bit muddied in the episode, scripts indicate the secret Spectra base fired a missile barrage at the incoming Phoenix. The missiles missed, hitting and destroying the Giant Wasp by mistake. It is not made clear what happened to the secret Spectra base.

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