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Cobra sets fire to a warehouse full of schoolbooks, and the Joes discover it's part of a plan to replace the materials with Cobra-biased textbooks. Mercer follows the Cobras to a printing plant and hops onto a truck full of books. The books are delivered to an elementary school Cobra has taken over. As Cobra Commander begins teaching his values to the kindergarten class and Metal-Head gives an artillery demonstration, Mercer is cornered by Slice and Dice and tied up by the students.
Bored by the Commander's lessons, the children quickly turn on their new teachers while one frees Mercer, who calls in Duke's team. Cobra reinforcements arrive as well, and a battle ensues while Mercer and the children defend the school grounds. The Cobras eventually retreat in disgrace.
Appearing Cast and Equipment
Featured Characters
| Mercer | 256 seconds | 40 lines | flying glider to warehouse, flying Cobra Battle Copter to printing plant, in Cobra truck, tied up by students, defending school
| Cobra Commander | 231 seconds | 29 lines | in schoolbook photo, overseeing takeover of school, captured by Mercer and students
| Metal-Head | 112 seconds | 10 lines | guarding captured teachers, destroying cafeteria truck, captured by Mercer and students
| Road Pig | 110 seconds | 19 lines | at printing plant, driving Parasite to lead reinforcements
| Dice = DiC's Slice | 88 seconds | 8 lines | delivering books to school, capturing Mercer, in cafeteria, captured by Mercer and students
| Slice = DiC's Dice | 82 seconds | 1 line | delivering books to school, capturing Mercer, in cafeteria, captured by Mercer and students
| Duke | 59 seconds | 7 lines | at Joe HQ, flying Retaliator, guarding captured printing plant, driving Battle Cycle, in classroom
| Tracker | 36 seconds | 5 lines | in warehouse, at Joe HQ, guarding captured printing plant, driving Patriot
| Overkill | 31 seconds | 4 lines | destroying firetruck, leading B.A.T.s to schoolhouse
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| Background Characters
| Bullhorn | 12 seconds | (silent) | driving Badger, outfit used for generic Cobras driving reinforcement vehicles
| Major Altitude | 11 seconds | (silent) | guarding captured printing plant, flying Battle Copter; outfit used by generics rounding up prisoners
| Interrogator | 7 seconds | (silent) | driving Earthquake among reinforcements (possibly intended to be a generic Cobra)
| Cloudburst | 3 seconds | (silent) | standing guard at Cobra printing facility
| Snake Eyes | 2 seconds | | outfit used for generic pilots for Battle Copters (14:56-57)
| Skymate | 1 second | (silent) | standing guard at Cobra printing facility (11:25)
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| Troops Appearing
| B.A.T. | 80 seconds | | at printing plant, one seen captured with its hands up, manning reinforcements
| Incinerator | 31 seconds | 2 lines | torching schoolbooks, flying Battle Copters to leave warehouse, captured
| Desert Scorpion | 5 seconds | | driving Parasite and Paralyzer among reinforcements
| Orangeshirt | 2 seconds | | guarding Cobra prisoners (1:24-25)
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| Vehicles Appearing
| Cobra Battle Copter | 65 seconds | | used to escape warehouse, called in as reinforcements, used to power carousel
| Paralyzer | 37 seconds | | parked outside school, called in as reinforcements
| Parasite | 37 seconds | | parked outside school, called in as reinforcements
| Patriot | 35 seconds | | leaving Joe HQ, among Duke's forces
| Battle Cycle | 32 seconds | | leaving Joe HQ, among Duke's forces
| Earthquake | 29 seconds | | called in as reinforcements
| Badger | 26 seconds | | leaving Joe HQ, among Duke's forces
| Glider (Skymate's) | 22 seconds | | used to fly to warehouse
| Retaliator | 13 seconds | | transporting water to warehouse fire
| Battle Copter | 8 seconds | | among Duke's forces
| Glider (Night Vulture's) | 4 seconds | | called in as reinforcements
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| Non-Toy Characters: Ben Fang-lin, Bradley, Tommy, Billy, Kathy, Debbie; one student and two teachers left unnamed
| Non-Toy Equipment: Cobra delivery truck
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Misc. Notes
- On the DVDs from Shout! Factory, this episode is included in the Series 2, Season 2 set (Disc 1, Episode 5)
- First appearances: Tracker, Major Altitude, Interrogator; Joe Glider (Skymate's color scheme)
- This episode is noteworthy for an unusual amount of recycled shots, severely limited animation, and use of Joe individuals' uniforms for generics on both sides.
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