.."The Great Spectra Offensive," to capture the Solar System then the Milky Way..

..To wait until Anderson is ready to send G-Force into action.

....

A UFO is headed for planet Zeebor, where one of Earth's space colonies is based and 7-Zark-7 alerts them so they can escape. Meanwhile, Zoltar communicates with the Spirit to go over their latest plan; The Great Spectra Offensive will start here, and if all goes well it will allow them to conquer the Solar System, then the entire Milky Way.

Chief Anderson hears the colony is getting hit, but he refuses to send G-Force because he thinks the attack is just bait to lure G-Force into a trap. They're ready to go, but Anderson slams down a steel door in his briefing room trapping the team in with him.

Zoltar is tired of waiting for G-Force to show up and fall into his trap so he orders the launch of ground boring missiles to cause more destruction and up the ante a bit. Chief Anderson is still struggling with his decision to hold G-Force back, but he finally realizes that the time is right for them to head for Zeebor.

G-Force speeds off to Zeebor and lands on the dark side of the planet. They decide to use an abandoned air control tower as a headquarters. When they enter, Keyop gets scared by some bats that have taken up residence, and he falls through a glass window in the tower. He gets hung up on the ruins of an old plane and Mark throws his Sonic Boomerang to cut Keyop loose. They go down to where Keyop lands and Jason notices that its an underground hangar.

Tiny knocks on the wall, which sounds hollow. He punches a hole in it with the butt of his gun and notices another room. Jason drills a big hole in it and the team go into the other room to discover a Spectra arsenal full of missiles. Jason places miniature devices on a few of the ground boring missiles before they decide to move on. Mark sends a complaining Tiny back to the Phoenix to stand by while the rest of the team investigates further. They make their way through air ducts and hear Zoltar talking to his men about the great Spectra plan. But just then, one of the Spectra soldiers tells Zoltar someone has broken into the arsenal.

On the planet, G-Force locates an arsenal of ground boring missiles below an abandoned air control tower. Jason places miniature devices on the missiles and they continue exploring until they hear Zoltar talking to his men about the great Spectra plan. Just then, a Spectra soldier tells Zoltar someone has broken into the arsenal and Zoltar orders his men to get whoever it is. Suddenly the lights go out and Mark starts to whistle. Zoltar gets frantic, thinking there's a ghost. He sweats and begs for mercy before Mark steps out to taunt him for being afraid of ghosts. Zoltar escapes as Mark tosses a handful of mini bombs that also allows G-Force to get clear.

Spectra's ship lifts off followed closely by the Phoenix. The ship launches a volley of ground boring missiles, but these are the ones Jason rigged, so they merely turn around and strike right back at the Spectra ship. Zoltar uses an escape ship to get away. The missiles follow the ship to the ocean and destroy it completely. The space colony is safe and G-Force manages to get away with a cassette containing Spectra's invasion plans. Unfortunately, when Chief Anderson tries to play the tape, it self-destructs.

Zoltar is deathly afraid of ghosts

Zoltar keeps explosive capsules in his mouth

.