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Duke and Cobra Commander escape their crashing plane, and Shockwave and Crimson Guard #1 are able to elude their captors long enough to blow the Headman's distribution house. But the Headman and his money are gone, and Duke receives word that Falcon and Cindi have been kidnapped. The forces sift through the rubble and interrogate prisoners to find the Headman's remote desert factory, finally tracing its location when Falcon and Cindi reach a radio room and contact Duke.
As Headhunters chase after Falcon and Cindi, Joe and Cobra launch a full-scale attack on the factory. Overwhelmed, the Headman takes a dose of his Spark just before his office is raided. As he jumps down an escape hatch, Joes and Cobras give chase until he turns to spray them with a hose attached to his Spark supply. Falcon jumps the Headman, causing the kingpin to become coated with the drug. As his flesh begins to melt away, Cobra leaves to loot the factory, and Falcon reunites with the Joes. The Headman hits a self-destruct button as he collapses, just as Cobra discovers his money vault. The Joes and Cobras escape without incident, but Cobra's moneybags turn out to be filled with newspaper. Falcon and Cindi return to the hospital to finish their treatment.
Appearing Cast and Equipment
Featured Characters
| Falcon | 312 seconds | 28 lines | taken to factory, contacting Duke, eluding captors with Cindi, attacking Headman, reuniting with Joes
| Duke | 222 seconds | 24 lines | escaping crash, cheering explosion, contacted by Falcon, flying chopper, chasing Headman, reconciling with Falcon
| Headman | 207 seconds | 17 lines | at factory, trying to recruit Falcon, taking Spark, dying from overdose
| Shockwave | 205 seconds | 16 lines | captured, destroying distribution house, locating factory, cheering, on Paralyzer, chasing Headman
| Cobra Commander | 134 seconds | 12 lines | escaping crash, in cheering shot, in attack chopper, chasing Headman, looting factory, escaping in chopper
| Bullet-Proof | 88 seconds | 8 lines | cheering, driving Battle Wagon, chasing Headman
| Metal-Head | 73 seconds | 5 lines | driving Battle Wagon, chasing Headman
| Mutt | 58 seconds | 7 lines | cheering explosion of distribution house, reporting kidnapping to Duke, searching building, flying Locust, in factory
| Baroness | 57 seconds | 6 lines | searching distribution building, cheering, in Locust with Mutt, in factory as Cobra leaves
| Gristle | 52 seconds | 6 lines | holding Falcon and Cindi at factory
| Junkyard | 34 seconds | | searching distribution building, in Locust with Mutt
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| Background Characters
| Cutter | 35 seconds | (silent) | driving Badger to attack factory, chasing Headman
| Capt. Grid-Iron | 17 seconds | (silent) | cheering explosion, rounding up prisoners, cheering again, with Duke's team after final battle
| Scarlett | 8 seconds | (silent) | cheering, in factory as it begins to self-destruct
| Psyche-Out | 7 seconds | (silent) | with Duke's team after final battle
| Roadblock | 6 seconds | (silent) | cheering explosion of distribution house, rounding up prisoners, cheering again
| Major Altitude | 4 seconds | (silent) | fighting at distribution center
| Interrogator | 2 seconds | (silent) | fighting at distribution center (3:30-31)
| Stalker | 2 seconds | (silent) | with Duke's team after final battle (20:05-06)
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| Troops Appearing
| Crimson Guard Immortal | 199 seconds | 17 lines | pretending to switch sides, destroying distribution house, driving Paralyzer, chasing Headman
| Headhunter | 105 seconds | | defending distribution house, manning factory, taken prisoner, chasing Falcon and Cindi
| Night Vulture | 15 seconds | | cheering explosion of distribution house, rounding up prisoners, digging through rubble, with Cobra Cmdr in factory
| Sky Creeper | 15 seconds | | cheering explosion of distribution house, rounding up prisoners, cheering again, with Cobra Cmdr in factory
| Sludge Viper | 8 seconds | | digging through rubble of distribution house
| B.A.T. | 5 seconds | | cheering explosion of distribution house (severely off-model), digging through rubble
| Toxo-Viper | 5 seconds | | cheering explosion of distribution house, digging through rubble
| Desert Scorpion | 3 seconds | | digging through rubble of distribution house
| Night Creeper | 2 seconds | | digging through rubble of distribution house (4:47-48)
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| Vehicles Appearing
| Battle Wagon | 67 seconds | | used to attack factory
| Locust | 46 seconds | | used to attack factory
| Paralyzer | 32 seconds | | being airlifted, used to attack factory
| Storm Eagle | 21 seconds | | crashing, seen near beginning of attack on factory
| Badger | 18 seconds | | being airlifted, used to attack factory
| Parasite | 14 seconds | | being airlifted, used to attack factory
| Retaliator | 5 seconds | | used to airlift vehicles to factory
| Liquidator | 3 seconds | | seen flying as attack on factory begins
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| Non-Toy Characters: Crimson Guard #1, Cindi
| Non-Toy Equipment: treaded missile truck at factory, red Cobra attack chopper
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Misc. Notes
- On the DVDs from Shout! Factory, this episode is included in the Series 2, Season 2 set (Disc 2, Episode 5)
- Range-Vipers are mentioned but do not appear in the episode.
- When Falcon first contacts Duke, there is a brief shot from much later in the episode spliced in on the DVD copy (specifically, characters running toward the Headman's escape hatch.) I do not know whether this was present in the original airing.
- Four Joes wearing Grid-Iron's uniform are seen cheering when Duke gives the order to move out. Also, among numerous animation errors, a Sky Creeper is seen with the Joes in the final group shot.
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