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During a vacation, Tiny’s van breaks down and after hours of waiting, a vehicle finally stops for him. When Tiny opens the back doors to climb in, it turns out to be a truck transporting inmates to the Barracuda Island prison. Inside the prison it is revealed that the people in the truck are actually Spectra soldiers looking to move the entire prison population to another planet. Without his Wrist Communicator, Tiny decides go along and try to make a break later.

At Center Neptune, Chief Anderson tells the team about the events. Mark, Jason and Princess come up with a plan to fool the prisoners but they'll have to work fast; a Spectra sub is due to collect the inmates and G-Force will have to beat it there for their plan to work. The Phoenix is outfitted with disguise parts to look like a Spectra ship and Mark perfects an impression of Zoltar. To further the illusion he dresses in a Spectra commander's costume.

Mark lands at the prison in the Phoenix while the rest of G-Force watch the prisoners from a distance. When the prisoners have all boarded, Princess, Jason and Keyop erect a series of fake building backdrops within the old prison walls. The Phoenix takes off and lands right back inside the prison, but with its windows covered no one knows. As it lands, a couple of giant curved projection screens are put in place on either side of the ship and Princess projects shots of passing terrain. The covering on the windows is lifted and the prisoners think they're on their way to freedom.

The crew on the Spectra sub look in on the prison and see buildings that weren't there before, so they decide to take a landing party to investigate. Mark pretends to land the Phoenix and tells the leader of the prisoners that it's a temporary stop. Unfortunately, he accidentally uses his real voice. The leader knows something is up so he knocks Mark out.

The Spectran landing party burst into the prison control room, but are easily dispatched by Jason, Princess and Keyop. Jason makes one of the landing party soldiers radio back to the sub commander that it's okay to come into the prison. Just then, Tiny still unaware of the plan, makes a break for it and comes right into the path of Jason and Keyop. Jason fires his gun at Tiny and knocks him out before Tiny can tell him who he is. Tiny comes to and the three of them join Princess in the control room. They see Mark, still unconscious, with an explosive charge placed near him. It's ready to go off but they are able to stop it just in time.

The submarine commander and his soldiers run into a courtyard, only to meet up with the prisoners. Just then, a series of gates slam down and trap them all. They realize they're right back in the same prison as before. G-Force is able to drop the camouflage parts off the Phoenix and return home, their mission completed.

Princess records Spectrans voices

Mark can do vocal impressions

The Phoenix is capable of holding large numbers of passengers

Jason sometimes wears a wristwatch on his right arm when in his G-Force uniform

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