Act I
Husband and wife mobster duo Mac and Molly Mange (Neil Ross and April Winchell) have been missing and presumed dead for months following their escape from the infamous Alkatraz Island prison when they suddenly show up in Megakat City once more, seemingly none the worse for wear, although their eyes are solid red and their voices have a metallic twang to them. Armed with forearm-mounted guns called "multi-weapons," the two pay a visit to their old gang, which has been taken over by the ambitious Katscratch (Jim Cummings), who is smuggling katnip out of a disused tuna factory.
They kill Katscratch, revealing themselves to have somehow become powerful robots called Metallikats, exlaining that their next target is Mayor Manx for denying their parole. Underneath their masks, their bodies are reflective and silvery. The other mobsters try to shoot them with their laser guns to no avail, and Mac blows up the factory with an exploding cigar, abandoning the trapped criminals inside to die.
The SWAT Kats happen by and use a "foam bomb" to put out the flames, saving the mobsters. The Enforcers show up along with Callie Briggs and Ann Gora. Feral initially blames the tuna factory's destruction on the SWAT Kats, but when fire fighters manage to dig a surviving mobster, Fango (Charlie Adler), out of the wreckage he tells Feral and Callie everything - that Mac and Molly are back from the dead as robots and that they plan the assassinate the Mayor, blaming him for their incarceration. Callie believes they deserved to be in jail.
Mac and Molly's return and Katscratch's death is front page news in the Megakat Times. Jake is concerned, but Chance would rather watch the 80 hour marathon of his favorite cartoon, Scaredy-Kat. However Jake points out that if the Metallikats go after Mayor Manx, Callie might in danger too, so Chance changes his tune. Suiting up as the SWAT Kats, they fly out on patrol. They soon find their quarry, as Mac and Molly are doing little to be inconspicuous, driving recklessly towards City Hall in an armored hovercraft that Mac has christened the Metallikat Express. An attempt to stop them with a Shark Missile only results in the Metallikats launching a missile of their own, a heat seeker called the Relentless Missile.
Act II
As the SWAT Kats try to evade the Relentless Missile, Callie and Manx are holed up at City Hall. Commander Feral and a small army of Enforcer commandos defend the front door, but an increasingly agitated Manx is uncertain that they'll be able to stop the Metallikats. Sure enough, when the robots arrive, nothing the Enforcers throw at them seems to have any effect, not even a direct blast from Commander Feral's rocket launcher. Engaging the Metallikats in hand to hand combat, they're quickly defeated.
Meanwhile, the SWAT Kats manage to elude the heat-seeking Relentless Missile by using "Plan Z," shutting off the Turbokat's engines in midair. The Relentless Missile hits and destroys a decoy missile, but now the vigilantes are plummeting through the sky as T-Bone tries desperately to turn the uncooperative engines back on. After several tense moments, the engines restart at the last second, saving the SWAT Kats. At City Hall, the Metallikats enter the building and Molly quickly captures the cowardly Mayor. Callie tries to fight them off using one of Manx's golf clubs, but it just whangs harmlessly off of Mac's head, and he throws her against a wall, knocking her out.
Manx pleads for his life, swearing he knows nothing about denying the Manges' parole. They don't buy it. According to Mac, after Manx turned down a bribe they sent and denied their parole and their gang was taken over by Katscratch, he and his wife took matters into their own hands. Managing to escape from Alkatraz, they were killed when their rowboat was struck by a ship in the fog. Their bodies washed ashore near the home of a kindly old inventor, former weapons designer turned pacifist Professor Hackle (George Hearn).
Not realizing who they were, Hackle's first thought was to save them, but the only way to do this was to use an experimental mind transfer procedure, putting their minds inside of robot bodies he'd designed. As soon as Hackle left the room, Mac and Molly escaped from his laboratory, seeking vengeance against Katscratch and then Manx in that order.
Waking up, Callie tells the robots to leave Mayor Manx alone. He didn't turn down their bribe, she did, intercepting it before it ever got to Manx's desk. An enraged Molly grabs her and throws her out the window.
Act III
As Callie plummets toward the street, she's grabbed out of the air by the SWAT Kats using a Spider Missile. They set her safely down on the street, and Molly fires down on them with her multi-weapon from the window of Manx's office above. As Razor and Callie head inside, Mac goes to head them off, leaving his wife to finish off Manx (the Metallikats have decided to kill him anyway).
Razor fights Mac in the hallway, but even a Mini-Scrambler Missile fired from his Glovatrix fails to harm him. Callie sprays him with a firehose, and then Razor dumps the contents of an ashtray onto him; the water turns the sand into a gloppy mixture that jams Mac's parts. In Manx's office, Molly is interrupted in her attempt to kill Manx by her short-circuiting husband stumbling in and exploding.
As she turns to kill Manx, T-Bone appears outside in the Turbokat, yelling for the Mayor to jump in. Molly throws him aside and leaps onto the jet herself, using her multi-weapon to claw it up. T-Bone flies around, trying to dislodge her, finally opening the canopy when she climbs on top of it, sending her flying off. She falls several stories and smashes to pieces in the street. A tow truck takes the Metallikat Express away as Manx thanks the SWAT Kats for saving him, promising a new holiday called "SWAT Kat Day" - only to reveal as soon as they're gone that he isn't really going to make a holiday honoring them, afraid of how it'd look if he publicly endorsed two vigilantes ("I was just being polite!").
Commander Feral has the remains of the Metallikats sent the Megakat City Salvage Yard, where, he doesn't know, the SWAT Kats work as mechanics. They return the robot body parts to Professor Hackle, who takes them back to his lab in his pickup truck as Mac and Molly's severed heads, which are revealed to have survived with their consciousnesses intact, bicker all the way back.
Tropes featured in this episode include:
- Amusing Injuries: Somehow, Fango winds up with his crowbar wrapped around his neck after Mac's bomb blows up the tuna factory. See below.
- Arm Cannon: The Metallikats' forearm-mounted guns, called "multi-weapons."
- Artistic License – Physics: According to the script, the reason Fango's crowbar is wrapped around his neck after the factory explosion is because the force of the explosion did it. In real life, this would've broken his neck if not decapitated him completely. Even without the script's explanation, Fango with the crowbar around his neck is one of the more cartoony moments of SWAT Kats.
- A-Team Firing: Averted. The Enforcers hit the Metallikats every single time during the fight outside City Hall. It's just that because Guns Are Worthless, the nearly indestructible robots shrug off everything that hits them.
- The Atoner: Professor Hackle is a former weapons designer. When he finds Mac and Molly's corpses washed ashore, he sees a chance to do some good by transplanting their minds into robots to save their lives, without realizing who they are.
- Big Damn Heroes: The SWAT Kats swooping in to save Callie after she's thrown out the window.
- Brooklyn Rage: There's a lot of this from Mac and Molly and the other mobsters in the episode.
- Dead-Hand Shot: After Katscratch dies, we see his burned hand sticking out from under the pile of crates he flew into.
- Destination Defenestration: Molly throws Callie out a window after the former stands up to them and reveals she was the reason for their imprisonment. Luckily, the SWAT Kats save her.
- Drives Like Crazy: Mac. Not only evidenced by everything stuck to the front of the Metallikat Express, but also by him recklessly ramming through everything in his way while driving to City Hall later on. He justifies it by saying he doesn't need to drive well in such a big vehicle - "Everyone else jumps outta the way!"
- Disney Villain Death: Averted in that Molly is not only shown hitting the street and exploding, but she also survives (as just a head).
- Establishing Character Moment:
- We get who the Manges are pretty much right when they're introduced. Molly gets out of their armored vehicle, the Metallikat Express, and nags at her husband for his lousy driving. Mac protests he "only" ran "a couple a' stop signs." "Yeah, and here they all are!" Molly replies, prying one free from the vehicle's grill. Thus we get that Mac is a bad driver, Molly likes to nag, and the Manges' shtick is going to be that they (as Mac puts it) "yammer."
- We see how brave and competent Callie is compared to her superior, Mayor Manx, even when her life is on the line. Contrary to what the Manges believed, it was Callie who took and declined their bribe instead of Manx. To a lesser extent, she states that Manx hasn't "done a shred of paperwork in years", implying that she's a Hypercompetent Sidekick who is more of a Mayor than the golf-obsessed Manx.
- Explosive Cigar: For the first part of the episode, Mac has an unlit cigar in his mouth. But then he throws it and it starts beeping, eventually revealed as a tiny explosive device that goes off, leveling the tuna factory.
- Family-Unfriendly Death: Katscratch is shot and killed pretty much entirely onscreen.
- Flashback: Used to tell the story of how the Manges died in a prison escape and were found and saved by Professor Hackle.
- Five Rounds Rapid: The Enforcers' initial response to the Metallikats. When that fails, they resort to fighting them hand to hand, which is even less effective.
- Good Scars, Evil Scars: Mac Mange had a knife scar down the side of his face before he became a robot. The mask he uses to disguise himself at the beginning also has it.
- G-Rated Drug: The katnip being smuggled at the beginning.
- Guns Are Worthless: The Metallikats are made of some pretty tough stuff, so much so that the show's Family-Friendly Firearms don't do a thing to them. The mobsters at the beginning shoot them a lot with laser pistols, but all this does is shred their clothes. The Enforcers later try their hand with rocket launchers and laser rifles, but this doesn't even dent them. Even the SWAT Kats' gimmicky missiles don't do more than momentarily stun-lock them, forcing Razor to get pretty creative when he fights Mac.
- Homing Projectile: The Relentless Missile, a heat seeker that the SWAT Kats spend a good chunk of the second act attempting to get away from. It lives up to its name, forcing T-Bone to perform "Plan Z" to finally throw it off.
- Imperial Stormtrooper Marksmanship Academy: Averted at the beginning. The mobsters all hit the Metallikats, it's just that their lasers don't do anything. Played straight near the end when Molly shoots at the SWAT Kats from Manx's office and misses every time, prompting her enraged husband to tell her she "never could shoot for beans."
- Improvised Weapon: When Mac enters Manx's office through the window, Callie tries unsuccessfully to clobber him with a golf club. Razor has better luck later with an ashtray, because the sand used for extinguishing cigarettes clogs his mechanical parts and causes him to short circuit and blow up.
- Instant Costume Change: Played for Laughs. Chance is initially all for letting the Enforcers handle the Metallikats, until Jake points out that Callie's proximity to Mayor Manx means she could be in danger. Suddenly Chance rushes offscreen and then reappears dressed in his SWAT Kat flight suit as T-Bone.
- Mad Scientist: Hackle is a former weapons designer trying to atone for a lifetime of building nothing but lasers, rockets and bombs for the military. However, despite his good intentions, taking two random dead bodies in prison uniforms he finds on the beach and transferring their minds into robots without ascertaining who they even are puts him squarely in the mad scientist category, just the well-meaning variety. He'd be a Reluctant Mad Scientist but for the fact he's self-employed.
- Misplaced Retribution: Upon Mac exploding, Molly angrily turned towards Manx, with the mayor protesting "Don't look at me! I didn't do that!".
- My Death Is Just the Beginning: In the flashback, the Manges break out of prison while planning their revenge, only to be run down by an incoming ship. Hackle rescues them, but converts them into robots, meaning their original bodies were likely too damaged to be saved. They eventually escape and become the Metallikats.
- No Celebrities Were Harmed: Katscratch looks an awful lot like Marlon Brando from The Godfather, while Hackle seems to be based on real life Nazi rocket designer Wernher von Braun.
- No Waterproofing in the Future: Averted. Callie tries to stop Mac by dosing him with a firehose. He laughs it off, asking her if she's never heard of a waterproof robot.
- Noodle Incident: The Manges were convicted into prison without the possibility of parole. The details of their crimes are unknown, but Callie believes they deserve it.
- Red Eyes, Take Warning: One of the first signs that something isn't quite right about Mac and Molly at the beginning besides the metallic-sounding voices are their glowing red eyes.
- Reused Character Design: Except for Fango, all of Katscratch's gang are the exact same character model, a relatively generic-looking kat in a business suit and fedora. They're only distinguishable from one another by their voices.
- Roaring Rampage of Revenge: The Metallikats storm City Hall, fighting their way through a small army of Enforcer commandos, to reach Mayor Manx so they can kill him for denying their parole, blaming him for their current condition. Though Callie reveals herself to be the one responsible, she is only a shared target.
- Robotic Reveal: Mac and Molly show up at the tuna factory and seem perfectly normal, weird-sounding voices and glowing red eyes aside, only to then rip their own faces off, revealing themselves as masked robots.
- Save the Villain: The SWAT Kats using a Foam Bomb to put out the burning tuna factory at the beginning, rescuing Fango and the other surviving Mooks.
- Skewed Priorities: Jake tells Chance that the Metallikats ate going after Mayor Manx, but Chance decides to let the Enforcers handle it while he watches his favorite cartoon. It's Jake adding that Deputy Mayor Callie Briggs might be in danger as well that he finally gets off his tail.T-Bone: Hey, come on, you slouch! We've got work to do!
- Time for Plan B: Or rather Plan Z, much to Razor's dismay. The SWAT Kats cut their jet's engines in mid-air and fire a decoy in order to get rid of the Relentless Missile. The hard part comes when T-Bone has difficulty restarting the engines.Razor: (As the SWAT Kats are falling out of the sky) This is why I hate Plan Z.
- Too Dumb to Live: Twice.
- Two of the generic mobster Mooks at the beginning go and stick their faces right down near the beeping cigar bomb. One even goes "Huh?!" right before taking the resulting explosion directly in the face and dying.
- Later, when the Metallikats are storming City Hall, Manx decides Screw This, I'm Outta Here, but is so stupid he waits for the elevator and is thus caught pretty much immediately by Molly.
- Ugly Guy, Hot Wife: Molly Mange is tall and statuesque, with sharp features and wild, untamed hair. Her husband Mac is short, squat, has a huge chin and, when he was flesh and blood, had thick lips and a big, ugly scar.
- Villainous Breakdown: Molly after Mac blows up.
