As the robots fire on them, the SWAT Kats jump off of the Hoverkats. The laser fire destroys both vehicles. T-Bone says fighting the Metallikats is a waste of time and they should concentrate on finding the hostages.
But despite the signal coming from inside the funhouse, that isn’t where they go. Instead, they opt to flee to a nearby topiary garden filled with animal-shaped hedges (y’know, where they know Callie and Manx aren’t). Naturally, it’s here that they encounter Dr. Viper.
An elephant-shaped hedge comes to life and attacks them (his remaining two Venus Trap Flies, incidentally, never reappear), but this potentially interesting fight scene is over before it begins when the Metallikats, having followed them here, shoot at them; they dodge and the robots accidentally kill Viper’s creation. Oops. Viper is livid. He yells at the Metallikats, calling them metal idiots, and suddenly Feral leaps out from a gazebo he’d been hiding in and punches the mad scientist, knocking him out.
The Metallikats make themselves scarce. Razor expresses his gratitude to Feral, but Feral, handcuffing Viper, primly insists he’s just there to rescue Callie and Manx, not them. Hearing a “horrific mechanical noise,” they turn and see the funhouse walls fall apart (similar to the phony building at the pavillion earlier) to reveal an armored mobile command center, a three-car “super train” which is called the Fear Train. The script is unclear whether it moves on tracks or not, but whatever. It chugs off. The SWAT Kats run to where they left the Turbokat stashed underneath a tarp and give chase (Falk never indicates it, but presumably the force field around the amusement park turned off to allow the vehicles to depart).
The action then jumps ahead abruptly to the Fear Train barrelling through Megakat City “moments later.” Feral, the handcuffed Dr. Viper, and the poor Sergeant still waiting with Feral’s car at the main gate are all forgotten about and never appear again. If Blowout! has a fundamental problem, it’s that Falk is ruthlessly economical and never allows the plot to ever slow down and take a breather, and whatever characters and plot threads aren’t necessary to the immediate action are dispensed with, even if doing so leaves a few dangling plot threads.
The Fear Train barrels along through the city doing 100 mph, large enough that it takes up both lanes of the street it’s on. The SWAT Kats chase after it. Razor is still getting over how Feral saved them from Dr. Viper (even though he really didn’t), while T-Bone comments that there’s “enough glory to go around.” Indicating the train, he says it’s “a fortress,” but Razor says to let him sweat the details of getting inside.
In the engine room, Dark Kat is driving the train. Callie and Manx are being held prisoner behind him, still wearing their expensive evening attire, guarded by a group of Creeplings.
Callie, to Manx’s horror, keeps provoking their captor, taunting him. She calls him “skull-face” and tells him to give up because “the SWAT Kats are on their way to kick your tail!” Dark Kat warns her he isn’t to be trifled with. He flicks some “sinister looking buttons,” causing quad cannons to pop out of the roofs of the train cars the engine is hauling.
They fire at the jet. T-Bone dodges them, and Razor launches out on the Cyclotron, landing on the roof. The guns continue blasting away at the Turbokat, and every time T-Bone dodges, the hits intended for him are emphatically described as hitting the “unfortunate structures” (i.e. skyscrapers) around them. Um, yay? He wishes Razor good luck, but the smaller SWAT Kat simply says to “save it for Dark Kat! He’s gonna need it!” He drives along the train roof towards the engine (the quad cannons, which ought to impede him, are forgotten about).
Back in the engine room, Callie continues needling their captor. She warns Dark Kat that the SWAT Kats always finish the job. Unimpressed with this statement, Dark Kat simply replies that he does, too, and reveals that he intends to ram the train into City Hall. Yikes! Nobody is more horrified than Manx, as the villain explains that with Megakat City’s seat of government destroyed, he can take control in the chaos which follows. This evidently was his plan all along. The whole business of the alliance with the other villains was a ruse to get them and the SWAT Kats to eliminate one another (although he really only needed Viper, as the Metallikats were already out of the game and not a threat to him).
Apparently, he engineered everything that happened, even things that transpired before his alliance with the other villains, including, somehow, Dr. Viper’s attempt to break into Megakat Biochemical. With Viper arrested and the SWAT Kats about to be (he hopes) killed, he’ll be the top villain in Megakat City. When Manx (yes, Manx) asks what about the Metallikats, Dark Kat is dismissive. “Those imbeciles?” he laughs. “I re-built them as mindless muscle. And when I’m through here, they’ll be scrapped just as fast.” Guess who happens to walk in just as he’s saying this, too. Uh-oh. The Metallikats managed to sneak aboard the Fear Train as it was leaving the amusement park, and they’re rather unhappy at this betrayal.
What happens next is a little confusing. Falk describes them aiming, and then suddenly the engine’s control panel blows up. Dark Kat wails that they’ve destroyed the controls and he can’t steer the train anymore. Except the Metallikats are never actually described firing; they just take aim and suddenly the panel blows up. Anyway, the Fear Train is now completely out of control. The entire vehicle lurches, causing Dark Kat and the Metallikats to fall to the floor, but not the prisoners or the Creeplings guarding them, weirdly. I guess the villains are more top-heavy. Callie springs into action and starts beating up Creeplings left and right. Manx faints.
Razor enters and takes out the remaining Creeplings with blobs of cement fired from his Super Glovatrix.
As the three villains get up, Callie grabs a semi-conscious Manx and gets him out the open side door. An explosion (from what, I have no idea – Falk doesn’t say) knocks the villains down again, preventing them from following. Escaping, Razor, Callie and Manx basically abandon the bad guys to their deaths here (insert “I won’t kill you, but I don’t have to save you, either!” Batman reference) Outside, a rope ladder hangs from the Turbokat. T-Bone is keeping pace with the wildly careening train.
Despite no indication that the train has changed direction, it is now on a collision course with season one’s favorite whipping boy, Manx’s money-eating machine, the Megakat Tower. So instead of hitting City Hall, it’s going to hit another really big building probably full of people. Hooray?
Razor climbs the ladder. Callie has a difficult time persuading the now fully conscious Manx to go up. However then he sees sees the onrushing skyscraper and clambers up after Razor without hesitation. Callie follows, and the jet flies away from the train just as it crashes into the base of the Megakat Tower with Dark Kat and the Metallikats still aboard and explodes. The entire building then topples over and lands on the smouldering remains of the train, crushing it. Then it explodes, too (a blast Falk describes as being “as big as we feel politically comfortable with!”), apparently just to reassure us that the three villains are extra, extra triple-dead.
Later that evening, Manx is wailing over the third loss of his beloved Megakat Tower as two paramedics look him over. Diagnosing Hizzoner as suffering from “just a little shock,” they load him into an ambulance and drive him away. Nearby, Callie is saying goodbye to her two favorite vigilantes. After assuring her they can “call this radical squadron any time,” T-Bone and Razor each receive a kiss on the cheek from Callie, who tells them “You hunks can count on it!” Hunks? Yikes. T-Bone blushes. Hearing sirens approaching, Razor says it’s probably Feral, so the two hop into the Turbokat and blast off to avoid the Enforcer Commander’s wrath.
As they’re flying home, Razor is suddenly grumpy they didn’t get their plaque and free meal Manx promised him, but T-Bone says they’ll get them “another day.” Somewhat dreamily (I assume this is Falk’s effort at being profound), he then repeats “Another day…” as the jet flies off into the sunset.