The Baroness plans to use Fred VII as a puppet ruler. Her plans are interrupted when a shuttle mission to launch spy satelites threatens the terradrome project. Fred VII, unwittingly agrees to lead a mission into space to stop the satelites from being deployed.
The joes launch a counter attack in their own shuttle. During the space battle the Baroness is injured forcing Fred VII to start taking command.
Snake-Eye, Scarlet, and the Blind Master audition to join a circus that will be touring Bovaria. The leader, the White Clown agrees to let them join the show.