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In an effort to fend off a reported upcoming attack from Spectra, 7-Zark-7 has sent G-Force to strike first. But Susan calls to tell 7-Zark-7 that Zoltar may know about their mission and is waiting for them in to arrive. 7-Zark-7 tells Mark about Zoltar’s ship and Mark says they’ll keep on their toes and calls for radio silence.

As Jason is responding to a call from 7-Zark-7, a bright light catches him in the eye and he begins to have vision problems. He starts to see double, loses control of his car and accidentally hits an old woman. Jason helps the woman, who appears to be mostly okay, and he notices she looks very familiar.

7-Zark-7 is being allowed to take time off from his duties to watch a historic space shot. Two astronauts are being sent to Sub-Planet Zora to review it as a possible weigh station for their space shuttle program. At the launch site, the Laurelei III rocket lifts of without incident. G-Force watch the proceedings from an observation deck. Elsewhere at the site, Secretary Claybourn offers Chief Anderson a ride back to his security base. He wants to drink a toast with Chief Anderson, so he agrees to go along.

A large buffalo-themed monster called the Great Torah triggers a volcanic eruption on Venus and one of its horns is sheared off when a lightning bolt hits it. Anderson's analysis of the horn shows the material it is made from does not come from anywhere in the Solar system. Chief Anderson sends G-Force to Venus to pretend they’re on vacation while they're actually investigating the buffalo. When the team land, everyone but Tiny takes a car and a canoe and head out.

Princess is sent to the Changu village by Chief Anderson to discover if the reports about ancient roman-style charioteers terrorizing the vicinity were true. She is familiar with the area because she studied meditation there. Keyop follows without authorization in order to protect her. But Chief Anderson thinks if he could blow Princess' cover. So he dispatches rest of G-Force to get Keyop.

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.

G-Force is till trying to locate the homing device that the missiles are targeting. Despite their attempts, the missiles strike home and cause major damage. Fortunately, the personnel escape just in time as the complex begins to flood.

Spectra launches another attack and 7-Zark-7 sees the object land in one of Earth's oceans, not far from Center Neptune. Soon, a Spectra submarine surfaces next to a cruise ship in the middle of that ocean. A soldier appears from the top of the submarine and signals to Lothar, another Spectra agent on board the cruise ship. Once he sees the signal, Lothar sneaks into the engine room to plant a homing device.

Jason is practicing his marksmanship with a new freeze ray weapon 7-Zark-7 invented and had installed in Jason's Spacemobile. Jason says it should be installed in the Phoenix right away, but Mark chimes in that it will be his decision as leader of G-Force, whether or not they put the weapon on board. That starts an argument between Mark and Jason which ultimately leads to Mark storming out of the hangar saying maybe he should resign from the team.

Chief Anderson has sent Keyop on a solo mission to nearby Witch's Island. There have been reports of strange activity there and he's worried that Spectra is trying to set up a base. Zoltar and his men have chosen Witch's Island because it is so close to Center Neptune... and they're getting ready to strike at Security with a fleet of new submarines.

Chief Anderson tells G-Force there has been a development in the Professor Starke case. Security has been keeping an eye on him and he recently met with a Spectra special agent named Hanna. He gave her a copy of a Protein Formula he has developed. After the meeting, Hanna disappeared but Security took Professor Starke into custody.

G-Force is enjoying some time off and Keyop decides to go sightseeing in his Space Bubble. While flying around, he comes across a large castle in a forest and sees a pretty young girl sunbathing on one of the outside patios. When he swings around to take another look at her, she's already gone back in. Keyop flies back brokenhearted.

Two Federation scientists discover the snowpack at the peak of Mt. Kamila has been contaminated with salt. As this mountain is one of the major sources of fresh water for Earth, this is a huge concern for the Federation.

The world's first laboratory-grown beef burger has been flipped out of a petri dish and into a frying pan, with food tasters declaring that it tasted "close to meat". Experts say new ways of producing meat are needed to satisfy growing carnivorous appetites without exhausting resources.

President Kane declares a state of emergency when a giant flying Space Spider machine menaces Stellar City. It is causing drought conditions in the city by blocking rain clouds and it also vaporizes any cargo planes that try to get near with an energized spider web.

A giant three-section robot resembling a beetle arrives from space, burrows underground and causes major damage to Nuclear Complex 9 on Earth.

Due to his constant failure, The Spirit threatens to replace Zoltar with a younger and more zealous leader. Zoltar blames G-Force for his poor success and wishes for a superior weapon to destroy them. The Spirit suddenly gives him a taste of a powerful new Brain Warp weapon. The Spirit instructs him to test it in some far corner of the Earth, sure that G-Force will respond and Zoltar will be able to destroy them.

7-Zark-7 finds evidence of a Spectra spy at the Intergalactic Federation Headquarters building. Their own Dr. Gregg has been acting suspiciously and Security Chief Anderson notices him plant a recording device on one of the Federation’s computers. In an effort to determine why he’s helping the enemy, Anderson and G-Force come up with a plan to tell Dr. Gregg that Mark wishes to defect to Spectra as well.

7-Zark-7 watches Spectra make several launches, but the one that concerns him most is a craft heading for the Kingdom of Beldania on Earth. Beldania has an incredibly rich jewel collection that Zoltar has had his eye on. Beldania's King Saarnin is very old and credits his life and health to the fact that he's a vegetarian. Since the King and his people have been loyal to the Federation, Chief Anderson has G-Force head to Beldania to protect the jewels and the King.

The Spirit has put Spectra's Dr. Glok to work to adapt their Anatomic Replicator device. Previously when they had recreated the image of Princess from her captured shoe, they almost caught her. But now the Spirit wants to be able to reverse the transmutation effect. When Dr. Glok's work proves to be a wild success in the laboratory, the Spirit orders it to be tried out on a real G-Force member!

The Spirit decides to unleash a series of attacks on Earth as diversions so Spectra can then go after the Conway Tapes. By destroying these tapes, they hope to take down the Federation. When the initial attacks are undertaken one is very close to Tiny's home town where a boat carrying a group of fishermen is sunk.

7-Zark-7 receives an emergency signal from a remote spot on Earth. Something strange has been sighted in a mountainous area and his scanners soon reveal a giant Imperial Mastodon breaking up from underground. But he knows this shouldn't be, as the creatures have been extinct for millions of years.

G-Force are on their way to Planet Eden for a well-deserved vacation when Chief Anderson calls to say Spectra have set up a base on Planet Leucadia and are trying to take it over. If they succeed in taking the planet, they will have a base close enough to launch their Antimatter missiles at Earth.

Zoltar promises The Spirit that his latest plan to release a special mechanical locust on Earth will lead swarms of the insects around to destroy the planet's food supplies. Later, Professor Chambers, one of Earth’s leading entomologists tells the team he has found a strange insect in the Amazon.