At Hong Kong, Action Man defeats Hammer Tong in a kickboxing match. Then Ursula comes asking for help, claiming that Dr X is pursuing her and wants to terminate her. Action Man forfeits the match, gives the medal to Tong and leaves him with Knuck and Natalie, while he goes with Ursula. When Tong and the Action Force members exit the stadium, they are ambushed by Skullmen, led by a ninja who tells them to stop as Tong is not Action Man and Natalie is not Ursula. Action Man takes Ursula in the car and the ninja pususes them with a motorcycle. Action Man blows the cycle up, but not before the ninja puts a tracer in the car.
In a safe building, Ursula explains to all Action Force that she was working again for Dr X but couldn't bear what he was planning, so she quit. To show she's trustworthy, Ursula produces a map with the placement of Dr X's Hong Kong hideout. Jacques confirms there's a freighter in that place of the harbor. Ursula aldso offers a disc with compromising info about Dr X in exchange for her safety.
Knuck finds the tracer and the ninja arrives. Action Man faces the ninja and rips his sleeve, revealing an "AM" tattoo identical to Action Man's one, and the ninja says he came to wake him up. The tattoo confuses Natalie, who mistakenly shoots Action Man, and the ninja escapes.
Jacques checks the ninja's fingerprints and Interpol files identify him as a member of the Acolytes of Mayhem, who train from birth and are then turned into sleeper agents with fake memories. Despite everyone else trusting him, Action Man doesn't trust himself and laeves Action Force.
Action Man, wearing a ninja-like costume, enters Dr X's base. Inside, he needs a password and remembers a tombstone with the year 1975. The number works as the password.
Dr X and the ninja find Action Man in the base and close all doors, trapping him inside. Dr X reveals to Action Man that Ursula's defection was just part of a con. The disc actually has a virus to destroy the Action Force space station. The room where Action Man is trapped is gassed, which triggers another flashback about smoke, but Action Man manages to escape through a hatch o the ceiling.
Action Force, led by Knuck, take Ursula by boat. They want Ursula to give them the disc but she refuses until they arrive, as it's her bargain chip. She finally agrees to give them the disc halfway.
Action Man enters the ninja's room and finds a spare mask. Since the mask has some useful gadgets, Action Man puts it on. The ninja enters and faces Action Man, and Dr X follows but doesn't know who is who. Action Man and the ninja decide to settle their fight outside, far from curious eyes, and the Skullmen cannot stop them because they don't know which one is Action Man. Once outside, Action Man forfeits the fight and jumps on a boat to reach his friends and stop the release of the virus. The ninja pursues him on another boat.
Jacques finds out the Interpol file about the Acolytes of Mayhem are fake, planted in the database by Dr X. Ursula gives the disc to Action Force, and the password is "freedom". Then, Action Man and the ninja arrive, board the Action Force boat and fight again. Natalie doesn't know who to shoot, but Action Man tells her to shoot both, which assures her that he's Action Man, and shoots the ninja, knocking him out. Before the disc is accessed, Action Man warns Action Force about the virus and destroys the disc. Ursula, seeing herself exposed, escapes taking one of the boats brought by Action Man and the ninja. Action Man tries to unmask the ninja, but the ninja awakens and escapes, leaving Action Man to wonder who was he.
- Flashback: Action Man remembers a tombstone with the year 1975, and having been among smoke which could be from the fire that killed his parents.
- From this episode on, Ursula becomes a regular.
- While the Acolytes of Mayhem turn out to be fake, no confirmation is given about the ninja's AM tattoo. Given the info from the series bible, it is likely that the ninja was a rogue member of the Akesh Maharishis.
- Action Man gives a message about recycling.