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V.E.N.O.M. agent Vanessa Warfield sabotages Matt Trakker's private jet which crashes in the jungles of New Guinea, while returning a priceless gem his father was entrusted with. The rest of the M.A.S.K. team goes to rescue them.
V.E.N.O.M. leader, Miles Mayhem, uses an ancient "crystal skull" which allows x-ray like vision to see through Matt Trakker's mask and discover his identity. Mayhem then kidnaps Scott Trakker for ransom.
A corrupt landowner hires V.E.N.O.M. to destroy land in Acapulco, Mexico, rendering them worthless patches of desert so he can buy it up real cheap and restore the land later with an advanced hydration machine.
During a harrowing demolition derby, V.E.N.O.M. agents discover one of their own, a new V.E.N.O.M. recruit named Boris Bushkin, is really a M.A.S.K. double agent who foils their plans to eliminate M.A.S.K. member Buddie Hawks.
M.A.S.K. enters a Baja race where the Mexican President's son, Raul Vega, is also a competitor and offered to drive Goliath I by Matt Trakker. V.E.N.O.M. uses the opportunity to kidnap Vega for ransom.