Roadblock's team is attacked by Cobra Eels in the sewers of Milleville. Megatron senses the firefight, and then looks to retrieve Dr. Biggles-Jones to finish the trade. Scarlett denies the Doctor's claims that she is still loyal to G.I. Joe. A squad of Night Creepers attacks Ninja Force, and Snake-Eyes faces off against the Night Creeper Leader.
Dr. Biggles-Jones reveals that she is a double agent, and knows that Scarlett is too. Dr. Mindbender overhears this revelation as Megatron smashes through the hospital wall and retrieves Dr. Biggles-Jones. Dr. Mindbender sends Slice and Dice to capture Scarlett, but she escapes into the streets of Milleville. Roadblock's team is attacked a B.A.T. squad in the sewers, but Ninja Force saves them. Snake-Eyes uses the Arashikage mind set to defeat the Night Creeper Leader.
As Ninja Force and Roadblock's team exits the sewers, Hawk informs them that the mission is scrapped. Spirit and Storm Shadow are sent back to rescue Snake-Eyes, who is cornered by Cobra troops in the hospital.
Megatron is about to remove Dr. Biggles-Jones' brain, as it's the only part of her he needs, when Scarlett challenges him.
Megatron is about to smash Scarlett, when a group of Autobots (Hot Spot, Skydive, Steel-Jaw, Override, Chase, and Brawn) intervenes. Megatron and the Autobots battle, while Cobra Commander worries about damage to his city.
Snake-Eyes escapes the Cobra ambush with the help of multiple grenades and his fighting skills. Megatron destroys Steel-Jaw and Chase, and realizes the Autobots must have an intergalactic transport nearby. Megatron hunts the ship down, and destroys both the ship and the Autobot named Brawn.
Cobra Commander and Zarana confront Scarlett and recapture her momentarily, but she is rescued by Snake-Eyes.
Spirit and Storm Shadow offer to help the Autobots sneak onto the Ark. Override distracts Megatron, and Megatron tears him to pieces while the Autobots and Spike sneak aboard the Ark. Snake-Eyes and Scarlett try to rescue Dr. Biggles-Jones, but she proves her bravery by allowing Megatron to capture her. Megatron takes off in the Ark, never fulfilling his end of the bargain to Cobra Commander.
Scarlett is having doubts about herself, not concentrating during a training exercise and worried about how Ninja Force treats her. Hawk reminds her of a mission from when she first started as a Joe, leading to a flashback story.
Hawk briefs Rock 'n' Roll and Breaker on a mission involving the fortress named Safe House on a Caribbean Island, run by Madame Umbra. Umbra is suspected of routing funds to terrorists, so their mission is to shut down the operation. The plan is for Scarlett to be disguised as a spy, and for Breaker and Rock 'n' Roll to deliver Scarlett to Umbra in trade for an American scientist.
The trio lands on the island, and is escorted to Umbra. Umbra sends Breaker and Rock 'n' Roll to their quarters to await their merchandise. Rock 'n' Roll notices the door is locked, and Breaker is able to unlock the door. Breaker attacks a technician and steals his uniform, and gets to the main room of the base.
Scarlett attempts an escape, and learns that the American scientist is actually a Russian spy sent to do the same thing the Joes are trying to attempt. The two spies are both recaptured, and Umbra kills the Russian spy. Once Umbra realizes who Scarlett is, she challenges her to a fight to the death.
The guards realize that Breaker is no longer in the room, and Rock 'N' Roll escapes to the main room also. Breaker is retrieving information from the computers tying Umbra to Cobra and other terrorist organizations when the guards attack him.
Scarlett, Rock 'N' Roll and Breaker all regroup, and Breaker stays behind to get a distress signal to the submarine that dropped them off. Rock 'n' Roll and Scarlett escape the fortress into the surrounding jungle, but Scarlett stumbles into quicksand. Rock 'n' Roll saves Scarlett from the quicksand using a tree and his brute strength.
Scarlett and Rock 'N' Roll are cornered by Umbra and her men, but Breaker shows up and detonates Umbra's fortress, Safe House. At that point the sub surfaces with reinforcements. Not wanting to be taken alive, Umbra uses Scarlett's gun to kill herself. The submarine takes the Joes to their next assignment.
Back to the present, Hawk tells Scarlett she's done great things since that first mission. Scarlett agrees to try the training exercise again and passes easily.
Wild-Bill arrives outside of Millville to pick up a portion of the Joe team, and as Snake-Eyes ties the door open, Scarlett, Rock & Roll, Stalker, and Hawk all reflect back on the mission in the Middle East that scarred Snake-Eyes for life.
Snake-Eyes, Grunt, Rock & Roll and Scarlett are in one helicopter, when another helicopter blows a turbine and crashes into theirs. Grunt and Rock & Roll jump safely from the helicopter, but the door slams shut on Scarlett's webbing. Snake-Eyes attempts to save her, but the other helicopter explodes, setting Snake-Eyes on fire. Snake-Eyes carries Scarlett from the wreckage. Doc realizes that Snake-Eyes' vocal cords are damaged when he writes CM in the sand, for continue mission. Scarlett is knocked unconscious and is taken for medical attention.
Grunt, Snake-Eyes and Grunt travel into a town and rendezvous with Stalker and continue their hostage rescue mission. Snake-Eyes covers his face with bandages, but the damage will not be repaired for a long time.
Scarlett wakes up in the helicopter and realizes that her throwing stars are missing. Snake-Eyes is using them to infiltrate the building where the Cobra forces are keeping their hostage. The Cobras have the hostage tied up with two Cobra agents, who both claim that they are the hostage, George Strawhacker. Snake-Eyes shoots the two Cobra agents and escapes with Strawhacker.
During a debriefing session with Hawk, Strawhacker wants to know who the bandaged man was that saved him. Hawk is unable to tell him, saying it's that the identity is a closely guarded secret. Hawk then remembers having to inform Snake-Eyes that his family was killed in a car crash. Snake-Eyes has two pictures of his sister he looks at, including one with her fiance, George Strawhacker.
Strawhacker never knew that his fiance's brother was the man who saved him twice, once in the Middle East and once from the Gulag in Borovia.
Cobra Commander leads an invasion into the former nation of Borovia, now Borigia/Krazny-Marengo. A pair of Vipers have captured Magda and the White Clown. President Metz promises them a fair trial, put Cobra Commander shoots and kills them.
Due to the findings in Millville, all charges against Spirit and Mutt are dropped. Stalker and Rock & Roll are in Arlington visiting the graves of some Joes killed in action.
In Trans-Carpathia, Zartan, Destro and Baroness watch the happenings in the neighboring Borigia/Krazny-Marengo, when Billy arrives at the castle.
Dr. Mindbender explains to Cobra Commander that he has placed implants in both Destro and Zartan allowing them to be placed under Cobra's control. The sight of Cobra Commander's unmasked face activates these implants.
Clutch delivers the newest Joe group, Star Brigade, to the Pit in Utah. The teams consists of Roadblock, Sci Fi, Payload, Space Shot, and Duke. The Joes launch the Shuttle Defiant into space with Star Brigade aboard. Snake-Eyes and Scarlett watch the launch from the High Sierras, as they are taking a much needed vacation. Jinx, Nunchuk, T'Jbang, and Dojo are shown moving into a building in Spanish Harlem to set up a new training center and dojo.
In New Jersey, Zarana returns to the Dreadnoks and rides off into the night with them.
Destro, Zartan, Baroness and Billy are having dinner when Cobra Commander interrupts, showing them his face.
The Space Brigade team docks with a Russian shuttle in space, and meets the remaining members of the Oktober Guard and Red Star. Their mission is explained to them, there is a giant asteroid heading toward Earth.
In Trans-Carpathia, Destro and Zartan are now back under the control of Cobra due to Dr. Mindbender's implants. Baroness and Billy attempt to escape, but are captured when Destro transforms the castle, dropping them out of their hiding places.
Red Star explains to Roadblock that the asteroid was diverted to impact with Earth by robotic worker drones under the control of an insane architect. Sci Fi meets Daina, and they realize they will both be working as snipers on this mission.
Cobra Commander debates which nation he should attack next, and Destro suggests Wolkekuckuckland, for it's banking and an industrial base, which could be converted to produce Cobra weapons.
Hawk and Stalker are in Wolkekuckuckland, serving as military advisors for General Liederkranz and his assistant Wolfgang. Liederkranz explains that he is worried, as Cobra has taken over Borovia, which is only two countries away. The two countries in between are Trans-Carpathia and Darklonia.
At that moment, Destro launches a missile at the Darklonian castle, killing Darklon. Liederkranz and Hawk realize that Destro is no longer idle in Trans-Carpathia.
Star Brigade and the Russian team arrive on the asteroid, only to be attacked by robot construction drones.
Star Brigade and the Oktober Guard battle the robot drones on the asteroid. Red Star's team go to attack the drones at their source and Duke follows with Star Brigade. Payload and Dragonsky are left to guard the shuttles.
Zartan and Destro lead a procession of weapons through Darklonia. The Darklonians saw what happened to Darklon and are afraid to stop them. Hawk and Stalker see this and report back to General Liederkranz. The General doesn't want to listen to Hawk's advice until he threatens to leave.
Star Brigade and the Oktober Guard realize too late that the drones have back tracked to attack their shuttles. The Joes shuttle is destroyed and the Russian shuttle is damaged before the teams return.
Destro and Cobra Commander prepare their attack into Wolkekuckuckland. Cobra Commander goes up the center, and Destro and Zartan are to flank them from the sides. Hawk has prepared for this, as the side Destro was going to attack is just fake tanks made out of cargo containers, fuel drums, and telephone poles, enabling the General to concentrate his resources elsewhere. Cobra Commander is forced to retreat.
Red Star and Duke plan an attack on the asteroids control center, and Payload and Dragonsky attempt to repair the Russian shuttle.
Flint and Lady Jaye parachute into Wolkekuckuckland to assist Stalker and Hawk. Flint briefs Hawk on the asteroid situation and Hawk fills Lady Jaye and Flint in on the situation there. General Liederkranz informs the Joes that Wolfgang has left and stolen the money intended for food.
Aboard the asteroid, Payload and Dragonsky realize that the robotic drones only attack when their targets are holding weapons, and not tools. They inform the rest of the team, who are trying to invade the control center. Using that information, Star Brigade and the Oktober Guard make it to the control center, and push a button that will cause the asteroid to self destruct in five minutes.
Zartan and Destro figure out that Liederkranz is out of fuel, so they press forward on their invasion. At that moment, Wolfgang arrives back with a fleet of fuel tanks bought in Darklonia.
In Wolkekuckuckland, the Joes try to stop the invasion, but are not completely successful. The Joes are worried that Liederkranz was killed, but Wolfgang shows up carrying the General.
Star Brigade and the Oktober Guard make it back to their shuttle in time to get off the asteroid before it explodes.
Flint and Lady Jaye are spying on Cobra in Wolkekuckuckland when the stumble into a Cobra listening post. Cobra Commander, Destro, Dr. Mindbender and Zartan are discussing their plans to take over "W-Land," and Lady Jaye and Flint overhear them.
Meanwhile in Trans-Carpathia, Billy is being subjected to more sessions of the Brainwave Scanner, which he is resisting better than anyone has seen. Cobra Commander returns to Trans-Carpathia to check on the progress of the Brainwave scanner. Billy tells Cobra Commander that Baroness is planning an escape attempt, which is stopped.
Back in W-Land, Hawk and Stalker watch as General Liederkranz presents a medal to Wolfgang, for saving W-Land. Wolfgang tells his story of great bravery, but Flint and Lady Jaye return, telling the real story that they heard Zartan and Destro discussing. (Wolfgang was trying to steal the fuel for the tanks to sell for himself, but made a wrong turn, inadvertently saving the country. He also wanted to turn General Liederkranz over to Destro.)
As Billy is showing Cobra Commander a secret portion of Destro's castle, he escapes and launches a missile, which is shot down by a Viper. Storm Shadow and Cover Girl are monitoring the situation back at the Pit.
Cobra Commander drags Billy back down to the Brainwave Scanner for more treatments.
Wolfgang tries to weasel out of his punishment by the General, stating he has a full accounting of funds used, and the General seems to believe him. Wolfgang drops his book where the accountings allegedly were, and Stalker finds it's a betting book, and Wolfgang is a bookie on the side.
Storm Shadow travels to the High Sierras to visit Snake-Eyes and Scarlett, but isn't clear on why. After Scarlett leaves the two alone, Storm Shadow informs Snake-Eyes that Billy has been captured, and it is his duty to go save them. Scarlett is upset that Storm Shadow is trying to pull Snake-Eyes back into action, but Storm Shadow says he has just come to say good bye.
Cobra Commander tests a new body armor that can be worn underneath his normal uniform.
Storm Shadow jumps out a train window in Trans-Carpathia, but his attempt to sneak into the castle and rescue Billy is tracked by Dr. Mindbender. Cobra Commander ambushes Storm Shadow with a Cyber Space Matrix, which nullifies Storm Shadow's sensory advantage. Cobra Commander is able to defeat Storm Shadow with the help of his new body armor.
Snake-Eyes is lost in thought in the High Sierras, worried about Storm Shadow. He is able to sense that Storm Shadow is in trouble, and Scarlett gives him her blessing to go help.
Storm Shadow is strapped into the Brainwave Scanner along with Billy and Baroness. Cobra Commander states that Slice and Dice have outlived their usefulness and subjects them to the Cyber Matrix.
In Wolkekuckuckland, Lady Jaye and Flint meet Snake-Eyes, who dispatches a couple of Cobra agents and captures a Cobra Detonator. Snake-Eyes marches into General Liederkranz's tent, takes off his mask and arms himself with the General's personal arsenal. Using the Detonator, Snake-Eyes approaches the castle and blows open the main doors. Snake-Eyes fights his way through the castle to Cobra Commander, who attempts to confuse Snake-Eyes with the Cyber Matrix. Snake-Eyes is able to defeat Cobra Commander, but then Dr. Mindbender, Billy, Baroness and Storm Shadow confront him.
Storm Shadow attacks Snake-Eyes, but Snake-Eyes uses Cobra Commander as a human shield. Snake-Eyes (with Cobra Commander as his prisoner) makes it out of the castle where Flint and Lady Jaye are waiting for him. Storm Shadow chases them, but Flint tosses Cobra Commander off the side of a cliff. Storm Shadow swings down and rescues Cobra Commander, as the Joes try and make their escape.
In Borovia, Wolfgang plants a bomb in the presidential palace, and then gives a watch to President Metz. As the President approaches the bomb, it detonates, killing him. "Wolfgang" is revealed to have been Zartan, and he reports to Cobra Commander that the mission was successful. The real Wolfgang is caught, and hoisted up in the air as a hero to the people of Borovia.
Back in Trans-Carpathia, Hawk calls in asking for help, and Joseph Colton fires the Rapid Pulse Electron beam from New York City, ricochets it off two satellites, and destroys the bridge in front of the pursuing Cobras, allowing the Joes to make their escape.
Tunnel Rat and Roadblock deliver papers to Joseph Colton reinstating him to active duty.
Ace gives Joseph Colton some last minute flight instructions before taking off. Ace has been assigned to deliver Colton to D.C. for a secret mission. Ace asks Colton when the last time he was in the back seat of a combat jet was, and Colton recalls that leading to a flashback story.
Colton is in Vietnam with the last two members of his team, "Top" Wenzel and Angel Vasquez. Colton blows up the ammo bunker to draw the enemy away from their extraction. Colton makes it to the extraction point, but misses a heavy machine gun outpost which destroys their helicopter. Angel is wounded in the line of fire, and Colton carries him to a back up helicopter that arrives.
The pilot of the helicopter is under strict orders to get Colton to Tonsonhut, and from there Colton is to go to Washington. Colton wants only to get to the nearest base camp to administer aid to Vasquez, but the pilot will not disobey his orders. Angel dies on the flight, and Colton postpones his trip to D.C. to take care of Angel's body.
When Colton does get to Washington, he is amazed that it is the president himself, John F. Kennedy. JFK understands Colton's responsibility to his men, and says he has larger responsibilities for Colton. Those responsibilities are to form a new army unit that answers directly to the President, code named "G.I. Joe." Colton says he will consider the offer, as JFK heads to the airport to go to Texas (his aide says they need to be in Dallas by the 22nd). JFK says that he has been briefed on the situation with Vasquez and was impressed. He leaves Colton with the quote, "I was impressed with your devotion; to honor the request of a dead man. I know I can trust you to do the right thing."
Ace interrupts Colton's thoughts, letting him know they are ready to land and flying over Arlington National Cemetery, and comments on the crowd of security there to escort him. Ace notices Colton is lost in thought, and Colton asks for a minute to collect himself.
Cobra Agent Knox prepares the latest upgrade of the B.A.T. and plans to send it after Scarlett. The B.A.T. is able to track someone by brainwave patterns, and Knox intends to sell the technology to Cobra after it proves it's worth. Scarlett is walking down the street, and runs into someone who looks quite similar to her (Brenda), when she is spotted by a Cobra agent.
Knox dispatches the B.A.T. from a helicopter, and it begins it's pursuit of Scarlett. The B.A.T. destroys Scarlett's gun, and she leads it into a construction site. Scarlett finally damages the B.A.T.'s tracking system, and the B.A.T. attacks Brenda, who is visiting the construction site to meet her husband. Scarlett backs into the B.A.T. with a garbage truck, and is able to use that to smash the B.A.T. Brenda is ungrateful for being saved, and Scarlett retrieves the B.A.T.'s head for analysis while she hopes for a vacation for herself and Snake-Eyes.
Roadblock is on his way to a chili cook-off, but is spotted by Cobra agents at the airport. The Cobras find Roadblocks' travel reservation, and transfer him to Swan Charter Airlines, a Cobra owned airline.
Roadblock finds he can't get out of his seat, and is attacked by the passenger next to him. Using Grandma Hinton's Chili Powder, he escapes that passenger, but finds out that all the passengers are Cobra agents and are equipped with knives and taser guns. One Viper, Igor, tries shooting Roadblock with gun, breaking the emergency door window and depressurizing the plane. The Cobra pilots are able to regain control of the plane, and Roadblock escapes into the cargo hold.
Roadblock gets a hold of a rocket launcher and is able to open the cargo doors. Igor attacks Roadblock again, but Roadblock jumps out of the airplane, taking Igor with him. Roadblock is able to maneuver around to fire the rocket launcher at the plane, destroying it. The back blast from the launcher also knocks Igor off his back, and Roadblock parachutes safely to the ground. Ace finds Roadblock, and rescues him.
The issue opens as Wade Collins is having a flashback to his days in the Long Range Recon Patrol (LRRP) in Vietnam. His quad consists of himself, Snake-Eyes, Stalker, Storm Shadow, Dickie and Ramon. Wade is walking "point", and as he turns to quiet someone down, he doesn't realize he's walking straight into an encampment of North Vietnamese soldiers. Wade wakes up and realizes he is dreaming as his adopted son Sean walks into the room. Sean wants to enlist in the army, and since he won't listen to his "father", Wade convinces him to write a letter to a real "warrior", Snake-Eyes.
A week later at the Pit III in Utah, Stalker arrives to deliver the mail. The Joe team is busy cleaning and storing their equipment, as they are to be shut down soon. Scarlett is shocked that Snake-Eyes is receiving a personal letter, since he hasn't received one since his family was killed many years ago.
In his letter, Sean states he wants to achieve a higher sense of glory and honor and seek adventure in defense of his country.
Snake-Eyes writes back, stating that war is not an adventure. He explains the story of Ramon Escobedo, who signed up for another three month tour in Vietnam so his brother couldn't be sent to Vietnam. Ramon was killed two weeks later during the encounter that Wade had dreamed about earlier.
He then tells the story of Dickie Saperstein, who also re-upped for another year in 'Nam to help pay for his father's heart valve dilation. Dickie's father died on the operating table and his mother went out of her mind. Dickie could have gotten out at that point, but his honor kept him there, only to be killed in the same encounter Ramon died in.
Stalker was there to get away from the gangs on the streets of Detroit where his two older brothers had died. He lied to his mother, who believed he had an office job in Germany. Storm Shadow was sent to Vietnam as further training of his ninja skills.
Snake-Eyes wasn't sure why he was there himself. After returning home from Vietnam, he was spat at on the streets and failed in his ninja training with Storm Shadow's family, so he took off to live in the mountains.
Then, Hawk and Stalker came to bring him onto the Joe team, where a helicopter accident took his voice and scarred his face. As he recovered, he met a patient who begged to be put out of his misery.
Snake-Eyes explained that there is no glory in war, no parades or welcoming parties. There is great inhumanity in war, but also bravery, compassion, honor and dignity. Snake-Eyes doesn't regret becoming a soldier because of the camaraderie he shared with his fellow soldiers, and ends with the following quote: "This 'Bearing of arms in the defense of the Constitution of the United States of America', is not really a profession, per se, it is a trust."
As Snake-Eyes is finishing his letter, Scarlett comes to get him for the retiring of the colors. The Joes salute as Hawk oversees Stalker and Duke folding the flag.
Sean receives the letter, and realizes he wants to think about it before becoming a soldier. His mother notices that the letter has no return address, and wonders what that means. The issue and the series closes on a picture of the Pit III, with a sign stating "Deactivated United States Military Base - No Trespassing."
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