After that rather odd place for a commercial break, we fade in to what the script identifies as the Megakat Forum.
In a stadium, we find Callie and Mayor Manx imprisoned inside of a “glass cage” (think the big tube they were in at the end of Katastrophe, I guess), which is on top of a ten foot high menacing-looking platform of Dark Kat’s design, “evoking the architecture of his Fear Ship from Show 5.” Inside, the two are held motionless in “BS&P friendly” restraint gear (woo, bondage!). The Metallikats guard them and bicker, as they are wont to do.
The SWAT Kats are later than expected and Mac is getting impatient, but Molly tells him that they’ll be here eventually because they know they’ll kill Manx and “his favorite troubleshooter” if they don’t. Callie does her best to antagonize them because, well, she’s season one Callie and doesn’t know when to keep her mouth shut. Manx whines for her to be quiet. Mac just yells at them both to shut up. Thank you, Mac. He warns them that once the SWAT Kats are eliminated, he and Molly will be killing them next. He starts to say (to Callie more than Manx, I imagine) that they still have unfinished business, when the Turbokat enters the stadium in VTOL mode, T-Bone’s voice blasting through a loudspeaker and challenging the villains to “come get some.”
The robots shoot at him. As it turns out, though, this is just a distraction, as only T-Bone is in the jet. While they’re distracted, Razor uses a tunnelling vehicle called the Mole Kat to dig up behind where Callie and Manx are being held. Getting out, Razor is armed not just with a Glovatrix, but a “Super Glovatrix!” He goes over to the platform, intent on releasing the captives, but Dark Kat appears in holographic form long enough to basically go nanny-nanny boo-boo, saying he anticipated they’d try something like this, before vanishing again, and part of the platform opens. Out comes Dr. Viper and three of his creations who’d been hiding inside.
“What is this,” cries Razor, “a miscreant convention?”
Viper’s entourage here are called Venus Trap Flies, half plant, half insect creatures. They’ve got the wings and legs of flies but with big toothy venus flytrap mouths. They attack Razor.
Outside the stadium, the Enforcers are attempting to break in. However, the stadium is surrounded by a force field similar to the one Dark Kat used to protect himself earlier. The Sergeant says it’s no use, and that they’ve somehow “lost four choppers already.” How? He doesn’t elaborate. They just did, because, well, that’s what the Enforcers do, I guess. Lose vehicles and men. A lot. Feral comments that Dark Kat wants the SWAT Kats all to himself, and says that he feels sorry for them.
Inside, Razor kills one of the Venus Trap Flies, blasting it “into goo,” much to Viper’s dismay.
Viper attacks him, and Razor grabs him by his tail and swings him around (!). He demands to be released. “If you inssisst!” Razor says and lets go, sending Viper flying into his two remaining creations. The three of them fly back in through the door they’d emerged from (complete with a cartoonish “bong” sound effect), which closes after them.
Meanwhile, T-Bone in the Turbokat is still being shot at by the Metallikats. He dodges their fire and they hit the stadium scoreboard, which falls over and lands on them.
Razor gets onto the top of the platform and starts attempting to use his Super Glovatrix to get the cage open (here’s a thought: just smash the glass). In the cage, Manx pleads to be saved, promising Razor “a free meal and a ceremonial plaque,” but then the entire platform lifts up into the air, propelled by hover jets. The airborne platform uses a magnetic beam to grab the Metallikats out from underneath the scoreboard, and then it rockets off. T-Bone yells at Razor to get off of it, but he chooses to ignore both his partner and the rapidly increasing height in his continued effort to get the cage open, before finally falling off.
He falls towards certain doom, but T-Bone rescues him using the Sky Claw (which Falk indicates was “used on Occulus in Show 1,” not only ignoring its use in The Ghost Pilot, but also, bizarrely, referring to Morbulus by his old name) to grab Razor by the leg, saving him. He chides Razor for “clowning around.”
Outside, Feral is so angry and desperate to get in that he’s resorted to petulantly hitting the force field with the butt of his gun. He ends up falling down when the force field switches off in mid-swing. The Sergeant wonders why it suddenly turned off (he basically exists solely to ask dumb, obvious questions here), and from where he’s lying, Feral sees the flying platform zooming off. The Turbokat chases it, and Feral yells to his men to get him his “personal chopper.”
We get a brief chase scene between the flying platform and the Turbokat, which I confess sounds awkward as heck, before Dark Kat, communicating with the SWAT Kats via a big holographic head being projected from the flying platform (“Incoming message from the Big, Giant Head!”) threatens to blow the thing up along with his prisoners unless they break off pursuit pronto.
Razor tries and fails to call his bluff, so our heroes are forced to give up for now. The platform flies off. T-Bone is enraged, but Razor assures him they have “one card” left to play.
Back in Dark Kat’s hideout, the other villains are mad that they did all the legwork while their erstwhile “leader” sat the fight out. Dark Kat pitches a fit like a drama queen and yells at them not to question his methods. He is angry that the trio failed, and says he’ll have to kill the SWAT Kats personally. Suddenly an alarm goes off, and it turns out that the SWAT Kats are en route to their location. The Metallikats rush off. A furious Dr. Viper warns Dark Kat that this is his last chance to impress him. Then he too runs out.
It turns out that Dark Kat’s home is in MegAmusement Park, a theme park which is still under construction. Having arrived and apparently ditched the Turbokat, the SWAT Kats are flying around on little one-person hovercraft referred to as Hoverkats. It turns out that Razor’s brilliant plan to track down Dark Kat’s location was to home in on the signal from Callie’s communicator (explaining how they were able to find her and Max at the stadium earlier). As they fly past a shooting gallery, they don’t notice the Metallikats concealed inside.
At the main gate, Commander Feral and the Sergeant arrive (in Feral’s car, despite him calling for his chopper earlier). Feral is insisting on going in alone. The other Enforcer insists on accompanying him, but he says he’ll attract less attention by himself. If this was his plan all along, it seems odd to bring someone with him for the sole purpose of telling him to wait with the car. Further argument is interrupted when a force field comes down over the park, separating them and leaving Feral trapped inside with the SWAT Kats and the villains. He says he’s going to find Callie and Manx (who he refers to as “our commanding officers”) “or die trying!”
Meanwhile, the SWAT Kats halt their search at a four-story (!) funhouse. Razor’s instruments indicate Callie’s signal is coming from inside of it. “Letís make it a real funhouse!” says T-Bone. Suddenly, the Metallikats emerge from the nearby shooting gallery and open fire!