As the show opens we find Action Man and his team, the ACTION FORCE, in their secret Headquarters. There is no sign of trouble, but Action Man is apprehensive. We then cut to a fighter jet in trouble, engines on fire and emergency systems not responding. Dr. X is seen aboard his submarine and with a push of a button on his command chair, detonates the plane in air.
The pilot manages to eject, lands and pulls out a radio to inform Dr. X that all is proceeding according to plan. A warhead is then seen parachuting to Earth. Cut to Action Man and his team where they are informed that the plane went down (with no known survivors) and that it was carrying a nuclear warhead.
Suddenly Action Man receives an urgent message from Ursula regarding Dr X and the nuclear warhead, but the transmission is lost before any useful information is obtained. When Action Man hears Ursula's voice and name, he experiences a Flashback, thus helping Action Man regain some of his memories. Learning that the signal came from a small island near Pican, Action Man and his team jump into action!
Action Man and a light strike vehicle are parachuted onto the island which is crawling with skullmen. Action Man picks up Ursula, just in time to have Dr. X spring his island traps on them. Action Man manages to stop their vehicle before crashing into a hidden pit, but both are captured by Dr. X. Once captive, Action Man requests that Ursula be released. Dr. X is more than willing to accommodate this request, since Ursula has really been working for Dr. X all along.
Dr. X then reveals that it is not Action Man that he wants, but the nuclear battleship that has arrived as Action Man's backup. Before being hauled away Action Man is able to activate his emergency beacon, thus kicking his team into overdrive.
Action Man manages to escape with the use of his utility belt. The rest of Action Force joins Action Man and they all head out to disarm Dr. X's nuclear warhead. Once the bomb is disarmed the battleship is called in to pick up the warhead. With the world saved our heroes fly off into the sunset.
- Flashback: AM remembers having known Ursula. The subsequent episodes later reveal more about the relationship between them. Ursula also recuringly appears in AM's virtual memory as annoyance for him, often saying two lines "But surely you remember us" and "You will never find out what I know about".
- The episode ends with a Public Service Announcement: Action Man informs us that we all make mistakes (even him), but that should not prevent us from trying.
- This episode is written by Bob Forward, who is famous for writting, as well as being the story editor, for BEAST WARS.