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Disguised as a cosmetics expert, Zarana challenges the ownership of an anti-aging formula, intent on stealing. The Joes are watching, but Zarana escapes with the formula anyway. Sparks discovers that Extensive Enterprises owns an Ageless Care spa being endorsed in ads by a high profile actress and an NFL star. A team of Joes assembles in California and begins asking questions, and both the actress and the football player respond violently.
The Joes visit the spa itself and are led into steam and sun rooms, where three of the Joes are somehow turned into old men, and the other three revert to childhood. The Joe "kids" manage to lead an escape and return that night when the spa is closed. They can't get in, but they find the actress has been turned into an old woman since she tried to quit. She leads them to Cobra's desert factory, where Zarana returns Mainframe to normal as the others fight. Claiming to have rigged the factory to explode, Mainframe bluffs the Cobras into retreat, and the other Joes are restored.
Appearing Cast and Equipment
Featured Characters
| Flint | 390 seconds | 48 lines | posing as janitor; meeting with Sparks; interviewing Donna Dasher; turned into an old man
| Lady Jaye | 311 seconds | 34 lines | meeting with Sparks; investigating Ageless Care; turned into a child
| Mainframe | 255 seconds | 25 lines | arriving by Recon Sled; interviewing Brett Tinker; turned into a child; helped by Zarana
| Dial-Tone | 252 seconds | 14 lines | fighting Dreadnoks; arriving by Devilfish; interviewing Brett Tinker; turned into a child
| Sci-Fi | 230 seconds | 11 lines | arriving by Falcon Glider; interviewing Donna Dasher; turned into an old man
| Gung-Ho | 136 seconds | 4 lines | present at briefings; turned into an old man
| Dr. Mindbender | 78 seconds | 11 lines | overseeing Ageless Care process; fighting Joes at factory
| Zarana | 70 seconds | 10 lines | disguised as cosmetics expert Jezebel and at spa; helping Mainframe at factory
| Beach Head | 53 seconds | 7 lines | pursuing Zarana; arriving by Tomahawk; present at briefings
| Sparks | 36 seconds | 4 lines | retired, helping Flint and Lady Jaye research Ageless Care
| Serpentor | 33 seconds | 4 lines | at Ageless Care factory during Joe attack
| Low-Light | 14 seconds | 2 lines | pursuing Zarana
| Torch | 11 seconds | 1 line | covering Zarana's escape
| Buzzer | 10 seconds | 1 line | covering Zarana's escape
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| Troops Appearing
| Viper | 64 seconds | 1 line | working at Ageless Care spa; defending factory; one is named Tiny
| Crimson Guard | 33 seconds | 2 lines | defending Ageless Care factory; fleeing at Mainframe's bluff
| Strato-Viper | 11 seconds | 1 line | escorting Serpentor to safety
| Greenshirt | 3 seconds | | guarding Naval yard during Joe briefing
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| Vehicles Appearing
| Air Chariot | 24 seconds | | flown by Serpentor at factory
| Devilfish | 7 seconds | | used by Dial-Tone to arrive in San Pedro
| Falcon Glider | 5 seconds | | used by Sci-Fi to arrive in San Pedro
| Night Raven | 5 seconds | | used to extract Zarana from Versailles mansion
| Tomahawk | 5 seconds | | used by Beach Head to arrive in San Pedro; flying over Ageless Care factory
| Recon Sled | 4 seconds | | used by Mainframe to arrive in San Pedro
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| Non-Toy Characters: Madam Versailles, Donna Dasher, Brett Tinker, Navy sailors, Tiny
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Misc. Notes
- On the DVDs from Shout! Factory, this episode is included in the Season 2.0 set (Disc 3, Episode 2).
- One film director resembles producer Marty Goldblatt from Lights! Camera! Cobra!, but he has a different voice actor.
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