..To lure G-Force to planet Exor and attack them..

..To figure out Spectra's true goals and to investigate an irradiated city on Exor.

............

7-Zark-7 is worried about Planet Exor. A huge explosion has happened in the planet's major city and it is now is surrounded by a wall of lethal radiation. Fortunately a mysterious voice told the city's inhabitants what was going to happen and they were able to escape unharmed. But when a group of robot planes is sent to investigate and take pictures of the city, they are disintegrated the instant they touch the radiation wall.

Chief Anderson tells G-Force he thinks Spectra has bombed the city and also placed a base on Exor. He sends G-Force to investigate explaining the Phoenix will receive a special protective outer coating that will allow it to pierce the radiation wall and remain inside for one hour. But to get through the wall, they must set off an equal amount of heat, which means they must transmute.

Meanwhile, the Spirit is chastising Zoltar for requesting more time for their current plan. He reveals that the base on Exor is nothing more than a myth that Zoltar started in a hope to lure G-Force to the planet to investigate.

Despite not fully trusting the coating, it is applied and G-Force transmutes into the Fiery Phoenix to get through the barrier. Once inside they de-transmute and set down. The team venture outside the Phoenix and Princess’ mini-Geiger shows the city is free of radiation. But soon they notice the buildings appear to be corroding instantly, and when Princess checks the counter again she notices they're now hot. Radiation must be drifting in from the belt. They turn and run for the Phoenix.

The dust from the corroding buildings gathers together and joins up to form a giant mechanical monster. G-Force lift off in the Phoenix just as the monster robot completes forming and comes after them.

The monster grabs the Phoenix. G-Force is able to escape its grip, but they pull part of one of the claws away as they do. When separated from the rest of the monster, the claw breaks down and spreads over the Phoenix's hull as a grey, sand-like material that begins to destroy its outer surface. The monster is able to grab them again and it begins to eat the Phoenix. Mark orders the Phoenix to transmute into Fiery Phoenix mode and fortunately the heat is able to melt the monster and the material on the Phoenix's hull. They get back out through the belt, as the team passes out. When they awaken, they're on an aircraft carrier.

Mark and the team, minus Tiny who is still on the Phoenix, go inside the ship and are surprised to see Anderson. He welcomes them back from their mission and tells the team their ship is refueled and ready to back into the city. As they walk back to the Phoenix, Mark calls Tiny and asks him to check the its fuel gauge. Tiny does, but tells Mark that it's almost empty.

Anderson overhears this conversation and says Mark doesn't trust him. Mark says he was only making a routine flight check. He confronts Anderson, saying he knew there was no base on the island all along. As Anderson asks what Mark's talking about, Mark whips around and throws his Sonic Boomerang. Anderson pretends to be hit and Mark demands to know why he was lying to the team. Anderson says he serves a higher power than G-Force and pulls off his disguise to reveal his true identity of Zoltar.

An army of Spectra soldiers suddenly appears on the carrier deck and holds G-Force at gunpoint. As they open fire, G-Force strikes! Tiny notices the action and runs out to join the fight. Once they dispatch the soldiers they look for Zoltar. But his familiar ship rises on the carrier's aircraft elevator and takes off before they can do anything about it. Zoltar is able to escape again, vowing the next time they meet the outcome will be different. Mark orders the Phoenix refueled so they can get back to Earth to check on the real Chief Anderson.

Zoltar almost pulls off another disguise and impersonation, this time as Chief Anderson

.