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Abandoned stuntman Quick Kick rescues Alpine and Bazooka, and the three escape by riding under Maj. Bludd's H.I.S.S. as the cube there is activated. Tomax briefly escapes custody on the U.S.S. Flagg but falls, allowing Xamot to sense his whereabouts and lead a rescue mission. As the Joes fly from the Flagg to the Sea of Lost Souls where Destro is planting the fourth and final cube, Tomax is freed without much opposition. However, the Pyramid of Darkness activates, shutting down all power.
Destro and the Baroness commandeer an old wooden rowing vessel, while Tomax and Xamot escape in rafts and the Joes hoist sails on the U.S.S. Flagg. The Crimson Twins alert the Dreadnoks aboard the space station to take over from Zartan, giving the Twins power over the Pyramid and usurping Cobra Commander. Meanwhile, after running a checkpoint, Satin has dropped off Shipwreck and Snake Eyes outside Enterprise City and left to pursue her own fight against Cobra. Maj. Bludd's convoy reaches the hidden Cobra base, where Alpine, Bazooka, and Quick Kick steal a Cobra cargo plane to return to Headquarters. But Cobra troopers on the plane start a fight that leaves the plane out of control shortly after takeoff.
Appearing Cast and Equipment
| Featured Characters
| | Xamot | 176 seconds | 26 lines | sensing and rescuing Tomax, firing flare, taking command from Cobra Cmdr
| | Cobra Commander | 175 seconds | 13 lines | at base, authorizing Tomax's rescue, losing command to the Crimson Twins
| | Quick Kick | 165 seconds | 15 lines | rescuing Alpine & Bazooka, defeating Storm Shadow, riding under a H.I.S.S., stealing a cargo plane
| | Tomax | 145 seconds | 19 lines | held captive on U.S.S. Flagg, escaping with Xamot
| | Destro | 141 seconds | 8 lines | planting cube in Sea of Lost Souls, in Cobra Diver outfit, commanding wooden boat
| | Alpine | 134 seconds | 18 lines | rescued by Quick Kick, riding under a H.I.S.S., stealing a cargo plane
| | Bazooka | 130 seconds | 12 lines | rescued by Quick Kick, riding under a H.I.S.S., stealing a cargo plane
| | Baroness | 128 seconds | 7 lines | defending cube in Sea of Lost Souls, commanding wooden boat
| | Lady Jaye | 101 seconds | 9 lines | on U.S.S. Flagg, in JUMP, in yellow diving suit at Sea of Lost Souls
| | Flint | 91 seconds | 14 lines | on U.S.S. Flagg, chasing Tomax, flying Dragonfly and Falcon Glider at Sea of Lost Souls
| | Shipwreck | 74 seconds | 6 lines | posing as an entertainer to escape Enterprise City, dropped off by Satin
| | Snake Eyes | 50 seconds | | posing as an entertainer to escape Enterprise City, dropped off by Satin
| | Torch | 49 seconds | 4 lines | taking over space station from Zartan, communicating with Cobra Cmdr
| | Buzzer | 42 seconds | 1 line | taking over space station from Zartan, communicating with Cobra Cmdr
| | Polly | 40 seconds | 1 line | posing as an entertainer to escape Enterprise City, dropped off by Satin
| | Roadblock | 39 seconds | 3 lines | guarding and chasing Tomax
| | Adm. Ledger | 37 seconds | 7 lines | on U.S.S. Flagg during Tomax's escape attempt and at Sea of Lost Souls
| | Storm Shadow | 34 seconds | 1 line | watching Alpine and Bazooka at Mountain of Glass, defeated by Quick Kick
| | Maj. Bludd | 19 seconds | 2 lines | activating cube at Mountain of Glass, leaving in a H.I.S.S.
| | Zartan | 15 seconds | 1 line | activating Pyramid of Darkness, taken captive by Dreadnoks
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| | Background Characters
| | Ripper | 32 seconds | (silent) | taking over space station from Zartan, communicating with Cobra Cmdr
| | Timber | 22 seconds | | posing as an entertainer to escape Enterprise City, dropped off by Satin
| | Scarlett | 13 seconds | (silent) | erroneously seen on U.S.S. Flagg during Tomax's escape attempt
| | Dusty | 4 seconds | (silent) | on space station when Dreadnoks take control from Zartan
| | Mutt | 4 seconds | (silent) | on space station when Dreadnoks take control from Zartan
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| | Troops Appearing
| | Cobra | 116 seconds | 4 lines | at Enterprise City checkpoint, defending fourth cube, rowing for Destro, guarding cargo plane
| | Crimson Guard | 88 seconds | | with Storm Shadow at Mountain of Glass, with Xamot during Tomax's rescue
| | Cobra Diver | 28 seconds | | outfit worn by Destro in Sea of Lost Souls
| | Cobra Officer | 17 seconds | 1 line | with Storm Shadow at Mountain of Glass, preparing cameras for Cobra Cmdr
| | Greenshirt | 9 seconds | | fighting at Mountain of Glass, on space station when Dreadnoks take control
| | Snow Serpent | 8 seconds | | fighting at Mountain of Glass
| | Lamprey | 5 seconds | | driving Morays for Tomax's rescue
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| | Vehicles Appearing
| | U.S.S. Flagg | 175 seconds | | site of Tomax's imprisonment, sailing to Sea of Lost Souls, real sails hoisted
| | H.I.S.S. | 60 seconds | | used by Maj. Bludd to travel from Mountain of Glass to hidden Cobra base
| | Dragonfly | 41 seconds | | used by Flint at Sea of Lost Souls
| | Skystriker | 25 seconds | | on U.S.S. Flagg, used to attack cube at Sea of Lost Souls
| | Water Moccasin | 18 seconds | | used to defend cube at Sea of Lost Souls
| | Falcon Glider | 16 seconds | | used by Flint and Lady Jaye when power goes out at Sea of Lost Souls
| | Moray | 14 seconds | | used to reach U.S.S. Flagg during Tomax's escape attempt
| | Ferret | 9 seconds | | ridden by Dreadnoks on Space Station Delta
| | JUMP | 6 seconds | | used by Lady Jaye to catch a falling cable
| | Trubble Bubble | 6 seconds | | in hold of stolen cargo plane
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| | Non-Toy Characters: sailors on Flagg, Satin, Fatal Fluffies
| | Non-Toy Equipment: Satin's van, Cobra attack boat, robotopus, Soviet tanks, jeeps, and missile launcher, rowing vessel, rafts, Space Station Delta, Cobra cargo plane
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Misc. Notes
- On the DVDs from Shout! Factory, this episode is included in the Season 1.1 set (Disc 3, Episode 4).
- In a glaring textual error, the episode title as shown on screen reads "CHOAS IN THE SEA OF LOST SOULS."
- First appearances (in order): Quick Kick (intended) and Lamprey; the Moray. Note that Quick Kick made a brief appearance in Part 1 due to an animation error.
- The 2008 release of the DVD with related figures (Quick Kick, Snake Eyes, Maj. Bludd, and Cobra Commander) included a small purple block meant to represent a control cube.
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