At a race and air show celebration, V.E.N.O.M. looks harmless: Vanessa Warfield even asks around for an ice cream cone. A M.A.S.K. voice warns that ambushes are allowed in the contest. While the racers are busy, Miles Mayhem and his brother Max tunnel toward a secret airplane test center to steal plans for the most advanced fighter jet. Ace Riker goes after an unknown craft and is reported down, and M.A.S.K. lets V.E.N.O.M. think it has lost its eye in the sky. The team works out the target, and the chase ends at a lake, where Vanessa, carrying the blueprints, is ejected in her seat.
Well, I guess if everybody's gonna take a nap, I might as well take one too.
Everyone at this party is acting, and the episode is a contest over who acts better. V.E.N.O.M. turns up to the celebration looking cheerful, Vanessa Warfield wanders the crowd asking strangers where she might find a big old ice cream cone, and someone on the M.A.S.K. side remarks that the only vacation she will ever take is in a rattlesnake pit. That reading is correct; the smiling is a cover. What makes the half hour work is that M.A.S.K. is acting too.
The spine is the pretending: V.E.N.O.M. fakes friendliness, M.A.S.K. fakes a defeat, and the side that sees through the other's act first wins. On the V.E.N.O.M. side the plan is stated plainly. While the racers are busy, Miles Mayhem and his brother Max work on an underground route toward a secret airplane test center, and the goal comes out in one speech: break through the wall, steal the plans for the most advanced fighter jet in the world. The frames show the machinery for it, a red beam blasting a stone-arched tunnel entrance behind a chain-link fence, then a blue mechanical claw biting into a cracked rock wall. Above ground, a M.A.S.K. voice reminds the others that this contest is not only a race, that once one team passes the other it is over, and that ambushes are allowed, adding that in Vanessa's case an ambush can be deadly.
The writing is at its best on the small beats. Bruno Sheppard is made to apologise to Brad Turner, and the apology is plainly forced. Calhoun Burns is congratulated for beating Vanessa in a race that means nothing to her, and someone mutters that it is one thing for Vanessa to be semi-human, but this is too much, and that she did not care about the race. Each beat is another sign that V.E.N.O.M.'s good behaviour is a performance, and none is explained at the moment it happens. M.A.S.K. reads the signs in a quieter scene, with five racers around a campfire and a map, a hand tracing a red route across the contours, working out that V.E.N.O.M. will probably head west and that the air test center is the likely target even though security there is tight.
The trap on M.A.S.K.'s side is Ace Riker's. He goes after a craft he cannot identify, a voice says to make them think they got him, and he is reported down, after which the others are told all vehicles are needed for a search. A M.A.S.K. voice later says that V.E.N.O.M. wanted to shut off the team's eye in the sky, so let them think they did. The frames add a white and blue jet skimming through spray and a winged craft tangled in a net above churning water.
The standout is the ending at the lake. A pilot who has been sitting and waiting complains that when he was a test pilot there was action all the time, and the wait pays off: one voice says Vanessa has the blueprints, another threatens to stop her in the lake and keep her there until everyone wakes up, and the frames show her in an ejected seat above the water. The closing joke, that if everybody is going to take a nap he might as well take one too, lands as a callback, since the pilot who grumbled about waiting is the one making it.
The weakness is the race itself, which is dropped as soon as it has done its job as cover. The transcript gives no finishing order and no winner, and the talk of a race fades once the search for Ace begins. A title like "High Noon" suggests a showdown, and what arrives is a patient ambush by a lake; the episode would have been stronger if the race and the heist had met on screen rather than running side by side.
Among the second-season racing episodes this is one of the more cunning, a story where both sides lie and the better lie wins; the plan matters more here than the cars do.
- The M.A.S.K. wiki lists this as the final appearance of Matt Trakker, Ace Riker and T-Bob in the series.
- The M.A.S.K. wiki describes Ace Riker as a former NASA test pilot and hardware store owner, and notes that he refers to himself by his codename, Falcon, in this episode.
- The M.A.S.K. wiki records that Matt is Bulldog's co-pilot at the start of the mission and later drives it with Boris Bushkin as co-pilot, and that after the search for Ace begins Calhoun Burns takes the wheel of Brad Turner's Razorback while Brad takes Calhoun's Raven.
- The M.A.S.K. wiki says the Manta, Vanessa Warfield's V.E.N.O.M. car, was in the 1985 series but did not reach toy form until the racing-themed third wave of 1987, with an open roof unlike the animated version.
- The M.A.S.K. wiki says that, according to the original colour guides for the toy line, the Raven was first named Vampire.
- The M.A.S.K. wiki lists animation errors in this episode, including Miles Mayhem's hair changing between two shades of gray from shot to shot and Stinger's tires being painted the same orange as its body in several shots.
- The M.A.S.K. wiki describes the closing safety tip as Buddie Hawks, having finished fixing T-Bob, refusing to let Scott Trakker go for a ride without a helmet.
- The M.A.S.K. wiki credits Sharon Noble with the voices of Vanessa Warfield and the race announcer, and Graeme McKenna with Brad Turner, Calhoun Burns and the drone; the wiki lists Wichita, Kansas as the location.
- A shorter cut of this episode also exists. Comparing the full and cut machine transcripts, the lines that match sit 17 to 18 seconds earlier in the cut, for example the 'no reason to look so gloomy' line, which falls at about 2:15 in the full version and 1:58 in the cut. The transcripts do not show what was removed; the published screengrabs follow the cut version's timing.
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