..To take over planet Leucadia for use as a base close to Earth..

..To find Spectra's secret base on planet Leucadia.

..

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.

G-Force turn around and head for Leucadia. When they arrive they almost immediately find Zoltar flying alone in his ship. Jason fires a missile which destroys Zoltar's ship. But Zoltar has an escape seat and he is able to get away and crash land in the jungle below.

Back at Spectra's base, General Gorak is ordered to destroy G-Force and to give Zoltar no further aid. The Spirit says if Zoltar can escape on his own he will be forgiven, but if not, then Gorak will be the new Spectran leader.

Zoltar runs through the forest and hears G-Force approaching. Irritated at their relentless pursuit, he makes his way to a tree which he opens to reveal a control panel. He activates a multitude of booby traps to stop G-Force. Mark and Princess are attacked by ray guns that emerge from the sides of trees. They're able to use their own weapons to destroy the guns and move on.

Elsewhere, Tiny comes across some bunches of bananas. He pulls one down despite Jason's warning that it could be a bomb. When he peels it, sure enough, it begins hissing gas and Jason knocks it out of Tiny's hand just as it explodes! Then a whole series of the bananas launch themselves at the two G-Force members, but they're able to evade them successfully.

Tiny then notices a deer fawn and goes to help it... again, despite Jason's warnings. As Tiny tries to help, some nearby robot flowers activate and fire suction cups attached to cables. The cables pull Tiny and the deer closer to the flowers' fanged petals. Jason fires an explosive charge into the flowers which is enough to destroy them.

Keyop sees Zoltar running through the jungle and tries to capture him in a net, but Zoltar throws an explosive which distracts Keyop long enough to allow him to escape. Still shocked at the explosion, Keyop’s Space Buggy is suddenly attacked by a pack of giant fanged cheetah-like cats that end up bringing it down. Once on the ground, it is revealed that the "cats" are Spectra soldiers in disguise. They surround the Space Buggy with the unconscious Keyop still inside.

Later, Princess and Mark come across the wreckage of Keyop's vehicle and notice all the footprints around it. They surmise that they are from Spectra soldiers. Mark calls Jason and Tiny on their Wrist Communicators to say Keyop has been captured. Jason reports he and Tiny have come across some strange ceremony and Mark tells them to stay with it.

The ceremony is being held in an open-air temple. There are many dark-robed people around with red masks on. In the middle of the temple is a flaming pit. The leader of the group appears and they chant "Praise Spirit." As they chant, a person who is tied to a spit is brought towards the flaming pit. The person is dressed in feathers and covered with a birdlike mask. When the spit is jostled the mask comes off to reveal Keyop. Tiny bursts forth and unties Keyop. Jason enters the fight and knocks the temple leader down. As the three of them are about to get away, Zoltar reveals that he was the leader and runs away to a hidden elevator in the back of the temple. When it gets to the top, the hill surrounding the temple begins to crack apart and a gigantic robot mastodon breaks through.

Just then, the Phoenix appears with Mark at the controls. He and Princess are being buffeted by severe winds that the mastodon is blowing through its trunk. But Jason, Keyop and Tiny make it on board safely. With Tiny back at the controls, G-Force is just ready to deliver the final blow to the mastodon. But Tiny notices a herd of deer at its feet... including the one he helped rescue earlier. He knows destroying the mastodon there will injure or kill the deer, so he flies around it, hoping to lure it away. The plan works and the mastodon follows the Phoenix into a mountainous area. As it nears the edge of a particular cliff, it opens its mouth and prepares to fire a missile...

Jason gets the mastodon in his own sights and fires two missiles at the beast. They hit it and knock the mastodon's shot off target, while simultaneously causing the ground below the mastodon to break apart. The massive robot is sent tumbling into a ravine where it is buried under tons of ground and ice.

G-Force has saved Leucadia, destroyed the Spectran threat and they’re now free to take their vacation on Planet Eden... which 7-Zark-7 says they will get to enjoy, even if Anderson comes up with new orders.

Tiny has a soft spot for animals

Other Spectrans than Zoltar are aware of The Spirit

.