A new laser cannon is being tested by the October Guard on Afghan tribesmen in Afghanistan. The tribesmen lead Diana, who is flying the helicopter that has the laser canon on it, into a Cobra trap. Destro and the Baroness fire over the helicopter causing it to crash, but safely protecting the laser cannon. Cobra now controls the laser cannon. October Guard members Schrage and Diana are taken captive, as Colonel Brekhov, Horror Show and Stormavik also in a damaged helicopter crash away from the ambush.
Colonel Brekhov then leads an assault on the Cobra convoy: first destroying the HISS tank that is carrying the laser, Firefly and the Baroness, with the captured Diana & Schrage wreck their Stinger allowing the October Guard members to escape, Horror Show steals the laser from Cobra and finally the October Guard are able to take off with the laser cannon.
A small Joe team, including Stalker, Flint, Spirit, Rip Cord and Footloose, has been watching this whole fight. They have an old mosquito World War II bomber hidden away, which they use to track the Russian's path.
The October Guard's plan is to load the vehicles onto a train car, along with the laser, that will take them to the port of Gavader in Iran for loading onto a Russian submarine. The train is driven by new October Guard member Dragonsky.
Along the way, Cobra attacks with Rattlers. The Rattlers are destroyed but not before causing lots of damage to the train. Firefly blows up a bridge that destroys the vehicles and the air cover of the train. But the laser cannon is still controlled by the October Guard.
The Joes have landed ahead of the train and switched the line, which will now send the train to Karachi, Pakistan. Cobra tries to board the train, but Dragonsky and Colonel Brekhov destroy the Cobra helicopters, but Destro and the Baroness are able to get on the train. As the train pulls into the port and stops a large group of GI Joes, along with Stalker's team get the drop on both the October Guard and Cobra stealing the laser cannon from both.
A Silent story. The captured Snake-Eyes arrives at the Cobra Consulate in New York City. Scarlett drops in on Storm Shadow and Timber out at Snake-Eyes' former cabin in the High Sierras to recruit him for a rescue operation.
Storm Shadow accesses the building through the basement; Scarlett dressed up as a cleaning lady walks in the front door pushing a vacuum cleaner.
Snake-Eyes is put in the brainwave scanner, again. This time his memories of Vietnam, with Stalker & Storm Shadow, come up on the screen but nothing else does.
Scarlett's cover is blown by the Baroness, but when she opens the vacuum cleaner to inspect it. Timber jumps out, giving Scarlett the diversion that she needed.
In the basement, Storm Shadow encounters 4 Red Ninjas; he fights with them but has to run from them because his mission is to rescue Snake-Eyes. But he starts a fire that will later burn most of the building.
Snake-Eyes is able to overload the brainwave scanner causing the screen to blow up and freeing him from the chair. He is tackled by several vipers. Storm Shadow enters the room and throws a sword to Snake-Eyes, who then quickly dispatches the vipers around him. The Red Ninjas return to surround them. As the Red Ninjas close their circle around them, Snake-Eyes and Storm Shadow flip over the ninjas and run out into the lobby of the building. In the lobby, there is a full squad of vipers at the ready.
The Baroness comes up behind them with a gun in each hand pointed at each one's head. She walks them to the exit and then out onto the street. Scarlett removes the black wig revealing that she has disguised her as the Baroness. Snake-Eyes is free.
Dr. Mindbender, who had hid in the stairwell, finds the tied up Baroness in a closet.
Dr. Mindbender and Serpentor sit down for dinner. The Dreadnoks serve donuts, grape soda and pizza. Dr. Mindbender is furious and claims that pizza is unfit for the greatests military leader in history. Serpentor then begins to recount a story form his Roman era personality, about the creation of pizza.
The Roman army has surrounded the Gaul town of Alesia. As Serpentor, actually Propraetor, is walking through his camp he is very concerned about his men's morale. Talking with a Centurion, his is looking for a morale booster, because he knows his men are hungry. He walks to a group of soldiers who are eating. One, the signifier, has found an interesting and tasty way to eat his stale pita bread.
By adding oil from crushed olives, rinds, sliced olives, meat scraps and cheese all on top of the pita bread, then toasted nicely makes for a very good meal out of the stale pita bread. Propraetor asks the Centurion to spread this little pita bread trick around the army.
Later, the Gaul's attack and are defeated, allowing the Roman army to conquer Alesia (modern day France and Belgium).
It was just a random memory of Serpentor.
Stormavik and Schrage, of the October Guard, are off loading from a Russian submarine just off the Coast of Cobra Island.
Cutter and Shipwreck in WHALE see the sub and fire warning shots to make it go under. Schrage and Stormavik are trying to sneak away on a rubber raft boat, when their motor just stops. Wet Suit and Torpedo come up out of the water, having stopped the motor from underneath. The WHALE arrives and they are now GI Joe captives.
On another rubber raft boat, Horror Show, Diana and Colonel Brekhov have just watched their fellow October Guardsmen be captured by the Joes. They are proceeding with their mission anyway. Their covert mission is to capture Cobra Commander.
At the Cobra Amphitheater, Fred VII (Cobra Commander) has just finished giving a very short, uninspiring speech that has just started a party that includes fireworks. The Baroness meets him on a balcony in private.
On Cobra Island, Croc Master becomes aware of the October Guards presence. He sends his alligators after the October Guard. As the fireworks go off, the October Guard starts shooting and blowing up the alligators. Wet Suit and Torpedo, also on Cobra Island, watch the entire fight against the alligators.
On a private balcony off the amphitheater, the Baroness is wondering why Fred, who has taken off his Cobra Commander helmet, didn't give the speech she wrote for him, he says it was boring, and pulls her close to kiss her. She kisses back. In the bushes below, Serpentor and Dr. Mindbender observe them, and they get their official confirmation that Cobra Commander is an imposter. The Baroness spots the explosions of the alligators out in the swamp and breaks off the kiss to lead a patrol.
Before Fred gets the chance to put his helmet back on a BAT controled by Serpentor knocks him out. They then put the now deactivated BAT inside Cobra Commander's battle armor. Just as they finish, the October Guard enter the room knocking out both Serpentor and Dr. Mindbender. They take the Commander, now a deactivated BAT, thinking it is the real Cobra Commander.
Torpedo and Wet Suit, having taken out Croc Master, continue to watch the October Guard as they capture Cobra Commander.
Horror Show, now carrying the Cobra Commander/BAT, along with the rest of the October Guard are making their escape back to the sub when they are spotted by the Baroness' patrol. A fire fight between Cobra and the October Guard starts Wet Suit and Torpedo get caught up in the fight, and an easy truce is made between the Guard and GI Joe. They both fight there way to the docks. Where they divide up.
The Guard, with the deactivated BAT as Cobra Commander, climbs into a Mamba helicopter to escape with Diana as the pilot. The Joes grab a Hydrofoil and escape by sea. Serpentor recovers and sees that Fred has already left he room. He activates the BAT in berserker mode. As soon as Serpentor hits that button the BAT stands up in the helicopter getting cut apart by the rotors.
Wet Suit and Torpedo are being chased by the Baroness, when the WHALE comes to their rescue, she forced to retreat. A few minutes later, Cutter makes a deal with the Russians the captured Schrage and Stormavik for the captured Mamba.
Back on Cobra Island, the Baroness reports that Cobra Commander is dead but Fred VII walks in wearing a back up suit of Cobra Commander's battle armor.
Scarlett & Snake-Eyes pull up to a gas station. Snake-Eyes goes in to buy something to drink, as he is shopping three guys come in to rob the place. One of the robbers holds Snake-Eyes at gun point. The attendant tries to hit the alarm and is shot. Snake-Eyes knocks out the guy holding him at gun point. Then throwing a 6 pack at another gun man, attacks the third guy, once he is knocked out, Snake-Eyes goes looking for Mr. 6 pack. He is actually hiding around the corner. Using lighter fluid Snake-Eyes makes a line of gas going from the guy to around the corner. He lights the gas and runs out just as the entire gas station is about to go up in flames.
All Scarlett can say as she waits in the car is "I'm not going to ask. Just get in the car and fix your mask."
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