A C-130 piloted by Wild Bill tracks Storm Shadow and the kidnapped Scarlett on their CLAW. Wild Bill's passenger, Snake Eye's prepares to bail out.
At the Slient Castle, Destro watches Storm Shadow chain Scarlett in the dungeon over the security cameras. An alert warns Destro of radar masking. As a Cobra soldier watches the C-130 fly overhead from the castle parapet, Snake Eyes makes his descent.
Storm Shadow enters the security room where Destro sits. They see on one of the cameras that Scarlett has already escaped her chains. Storm Shadow grabs a katana and leaves.
Snake Eyes lands and fights the guard on the parapet.
Scarlett makes her way through the castle, hiding from Cobras and Storm Shadow, stumbling upon two Cobras handling a CLAW. At the same time, Snake Eyes makes his way through the castle, Destro confers with Cobra Commander over a viewscreen, and the Red Ninjas emerge from their place of hiding. Scarlett secures the CLAW and pilots it through the halls of the castle, causing chaos among the Cobra troops before escaping through an open window.
As Snake Eyes battles the Red Ninjas and Storm Shadow, the fight brings them out onto the castle parapet once more. The Cobras and Destro make their way up. On the parapet, an unarmed Snake Eyes faces down Storm Shadow and his katana when Scarlett flies by with the CLAW. She grabs onto Snake Eyes and flies away just as Storm Shadow throws his katana at them. Destro and the others arrive a moment too late.
As Snake Eyes and Scarlett make their way back to the C-130, the wrappings on Storm Shadow's forearm come loose, revealing his Arishikage tattoo.
A boy named Adam takes a bike from his house across the seemingly peaceful town of Springfield. Daydreaming, he nearly runs into a limo driven by a Cobra Officer, Scarface. Two Springfield police officers nearly chew out scarface until they realize he is chauffering an incognito Cobra Commander. The limo drives off and the policemen send Adam on his way.
Adam arrives at the Video World Arcade, late for his work. He walks into the basement to find Professor Appel trying to fix the brainwave scanner. The scanner's software has crashed and Adam sits down in front of a laptop to reboot the device.
Scarface and Cobra Commander arrive at the Springfield Museum of Antiquities. The Commander complains about Scarface's chauffering and threatens him when scarface replies sarcastically. The Commander makes his way to the museum's basement and dons his normal attire.
Realizing he's late for his dentist appointment, Adam leaves Professor Appel to fix the scanner alone. Adam is grateful Dr. Bender is such a mellow person or else his tardiness would place him in real trouble. Inside, Dr. Bender explains to Adam that he spends his time thinking of way to alleviate the pain dental procedures cause, showing Adam a new device which he hopes will stop pain in the nervous system. Dr. Bender intends to test the device on himself.
Cobra Commander meets with Destro and the Baroness and begins his morning target practice. He whispers to a nearby Scarface to summon Zartan.
Deep under Springfield, Cora Commander orders Zartan to find out what Destro and the Baroness are planning.
Back in the arcade, Professor Appel checks on Adam through the dental office's security cameras. Seeing the explosions there, Appel assumes it must be a G.I. Joe attack and sounds the alarm.
Seemingly the entire town of Springfild mobilizes, elevating hidden weapons and sending a convoy os HISS tanks and armored trucks to the Broca Medical Complex. Rattlers are even mobilized. Adam calms everyone down, thinking only that Dr. Binder is having a medical emergency. An angry Cobra Commander asks who sounded the alarm while a nervous Appel looks on.
Professor Appel and his daughter Candy are transferred in disgrace to Staten Island, Dr. Binder has a change of personality and calls himself Dr. Mindbender, Adam has his teeth fixed the old fashioned way, and mistrust still remains among the upper echelons of Cobra.
At Cobra Headquarters in Springfield, Cobra Commander concludes a formal meeting, making Tomax and Xamot commanders of the Crimson Guard. Leaving the ceremony, Tomax and Xamot are confronted by other members of the upper Cobra echelons, with each expressing their concerns about the newcomers.
The twins drive to the Arbco Plastic Surgery clinic, where they meet with Dr. "H" and ask about the progress of the Fred Series creations. Walking through the clinic halls, they observe Crimson Guardsmen in various stages of training. Dr. H promises the twins that many Freds will rendezvous with their circus caravan.
ATransporting an Armadillo along route 3 in New Jersey, Flint asks Duke about his new secret unit. Duke evades the question when a speeding van zooms by them. The van is followed by a speeding Arbco garbage truck. When a ladder on the van comes loose and tumbles to the road, the Crimson Twins fly out in front on a Ferret ATV and catch it.
Seeing the stunt, Duke and Flint are reminded of an op they underwent in Trucial Abysmia with Roadblock. In a flashback, Flint recalls the three of them driving in a humvee, chasing down an armored car with two passengers they believe to be Benzheenis. Unbeknownst to them, the passengers of the armored car are actually Tomax and Xamot. To avoid fire, they drive into an oil refinery. Flint drives up to them when Roadblock attempts to hit the twins with his ma-deuce. The twins avoid the blows with some fancy driving, a trick Flint will not soon forget.
Back in the present, Gung Ho and Blowtorch stand guard outside the Fort Wadsworth motor pool when several Joes leave with captured HISS tanks. They have orders from Duke to meet at a testing site. As they drive down the road, Fred I sees them and wonders if some big Cobra operation is occuring. His wife cuts him off before he can contact Cobra headquarters. At that moment, a busload of Freds drive by, prompting more surprise from Fred I. Immediately after, Bongo and Ripcord drive by on their way to Candy's father, causing Fred I to duck down in his seat so as not to be recognized.
Candy and Ripcord arrive at her house. Candy calls for her father, explaining to Ripcord that the back room is off-limits as he has some dumb uniforms from a sacred lodge back there. Professor Appel calls back that he is finishing some lodge business, when in reality he actually has a sketch of the Terror Drome.
The next night, Tomax and Xamot perform stunts on their Ferret ATV in the circus. Cutter and doc are thoroughly impressed with the act, remarking that more Joes should see the performance.
In the London subways, Storm Shadow confronts and bests Slice and Dice, intending to find the location of Firefly. Dice tels Storm Shadow that Firefly is just down the street from their location.
Storm Shadow sneaks into Firefly's building, dodging traps and fighting B.A.T.s. Sorm Shadow discovers he's inside a B.A.T. factory when Firefly appears. The two exchange words as they fight.
Firefly reveals he paid a visit to Storm Shadow's aunt, leaving explosives behind set to detonate if he dies. Storm Shadow then informs Firefly that he kept tabs on him, sending Tripwire and Tunnel Rat to his aunt's house to remove the bombs.
Storm Shadow defeats Firefly, but instead of killing him, he says he found Firefly's sister. Firefly thought her dead, but she was instead taken prisoner. Storm Shadow rescued her and gave her a home in the south of France. He gives Firefly her address, telling him the circle of revenge can end if he wants it.
Storm Shadow leaves Firefly alone in the factory. After a moment, Firefly pulls out charges and sets the place ablaze.
On the USS Flagg, Roadblock hoists down a Pirahna boat as Shipwreck watches. In the command deck, Admiral Keel-Haul expresses his concern to Torpedo about having Shipwreck patrol for the Flagg. Torpedo vouches for Shipwreck.
On Cobra Island, Cobra Commander informs Copperhead of the importance of his mission, as Copperhead takes off in a Moray.
Shipwreck reports an all-clear back to the Flagg when Dial-Tone reports Rattlers attacking. Ace takes on the Rattlers with the Skystriker, but Shipwreck remains the sole support for the Flagg on the water. At that moment, two torpedoes race by, headed for the Flagg. Shipwreck takes out one with the machine gun, but misses the second. He steers into the path of the torpedo, intending to take it out himself. Fortunately, the torpedo had not yet activated the explosive charge, and only collided with the Pirahna.
Copperhead arrives in the Moray and rams the Pirahna, destroying it. Shipwreck bails out, and as Copperhead makes another pass, grapples on and boards the Moray. Shipwreck and Copperhead fight, with Copperhead momentarily gaining the edge.
Copperhead again turns his attention to attacking the Flagg, but Shipwreck isn't quite out of the fight. Shipwreck eventually defeats Copperhead, driving the Moray back to the Flagg.
In Eastern Borovia, Duke, Roadblock, and Scarlett approach a train intending to take its cargo. On the other side of the tracks, Red Star, Horro-Show, and Daina plan the same thing. Both their vehicles accelerate to get in front of the train, collide, and crash. Everyone is fine, but Duke and Red Star remain on the train battling each other! Soon, the two learn they are there for the same purpose - to prevent Borovian terrorists from hijacking a WMD the train is carrying. Unfortunately, their compatriots do not yet know this, and they attack each other as they try to catch up to the train.
Declaring a truce, Red Star and Duke try to stop the train, only to find the throttle has been welded open at full speed. This could lead to a catastrophic crash within a crowded city.
An armored car at the rear of the train opens fire on the pursuing Joes and Oktober Guard. The two factions stop fighting each other and concentrate on the terrorists still on the train. Duke and Red Star decide to take on the terrorist in the passenger cars, as Roadblock and Horror-Show get more agressive in their tactics against the armored car.
Duke and Red Star discover the terrorists are actually Night Creepers in disguise. They meet up with Roadblock and Horror-Show shortly after they make the same discovery. Finished with the Night Creepers, The Joes and Oktober Guard finds their objective - the laser modulator. Red Star declares the temporary truce over as a Cobra helicopter with the Baroness arrives.
As the train rolls closer to the rail yard, a curve in the track allows Red Star to open fire on the train engine with the armored car's turret. This derails the train and both Joes and Oktober Guard jump to their vehicles for safety. The Baroness manages to capture the laser modulator before the train crashes.
Red Star smiles, knowing that once the laser modulator is activated, it will transmit all the data on the Cobra computers back to Moscow. Duke is happy too, for he knows there is installed a virus that will destroy the Russian computers once the data is transmitted there. The Joes' part in the mission was merely a ruse.
While fencing with his Iron Grenadiers at Castle Destro, Nullifiers interrupt Destro to announce their readiness. Destro knows Cobra Commander is spying on him, a revelation that annoys the Commander to no end. He demands to know where the Toxo-Vipers infiltrating the castle are.
Near the castle, Outback returns from a reconnaisance run to his camp where he meets with Sneak-Peek. Nearby Outback finds an antenna and smashes it. The antenna smacks into the head of a Tele-Viper in an underground tunnel. He, a Techno-Viper, and a Toxo-Viper start complaining about their jobs.
Baroness drives up to the castle, informing Destro that his neighbor, Lord Malaprop, is building a structure that abuts his estate. Destro leaves to have words with the Lord, leaving Baroness to resume the training with the Iron Grenadiers.
Back on Cobra Island, Cobra Commander prepares to let his forces attack when a Tele-Viper mentions he cannot reach his counterpart in Scotland.
Outback rips out the antenna, but the Iron Grenadier fencing Baroness overhears it. He tries to get the Baroness to listen to him, but she thinks it is just a feint to let down her guard.
Destro and Lord Malaprop exchange barbs about the construction going on in the property. Lord Malaprop contends it is only a drainage issue.
Under the castle, the Toxo-Viper sets up a poisonous gas to flood the castle.
Destro returns to the castle to find the Iron Grenadier and Baroness still sparring. He grabs the sword, throws it into the ground, and drags off the Iron Grenadier. The sword punctures through the pipe the Toxo-Viper has connected to the gas tank. Inside the castle, Destro has given the Iron Grenadier a civilian disguise.
Sneak-Peek sees the gas escaping the ground and knock out a rabbit. He asks Outback if they brought gas masks when the disguised Iron Grenadier drives out of the castle. Neither Joe recognizes him.
The Iron Grenadier drives the countryside, wondering if Destro is correct in assuming Cobra is setting up an assualt. He drives by several disguised Cobra units.
Destro and Baroness inspect their vehicles, deciding to cover them with hay to hide them from satellites.
Back on Cobra Island, Cobra Commander listens to a report from the Toxo-Viper and decides he has togo over there in person.
Flint and Shockwave arrive at the Joes' camp and hear Sneak-Peeks report as Baroness and Destro eat dinner with some Iron Grenadiers. He decides that they'll inspect Lord Malaprop's construction site the next day.
At a remote Southwestern testing site, Tripwire finds a Cobra rocket trapped in an experimental stasis field. Duke calmly explains that the missile cannot move as he, Tripwire, and Heavy Duty head inside a pueblo.
A frustrated Cobra Commander spies on the site from his Cobra RV and wants to know what happened to their rocket as Dr. Mindbender and Destro surmise the truth. Destro warns Cobra Commander that he should not be sticking his head outside unprotected when the Commander reminds Destro he is wearing his new battle helmet beneath the cowl.
Inside the pueblo, Spirit and Mainframa analyze the Cobra missile and determine they have a few minutes to defuse it. Duke sends Tripwire back out to disarm the warhead as Mainframe spots the spying Cobras.
Destro and Cobra Commander hope Mindbender didn't install the self-destruct mechanism into the new battle helmet, even though Mindbender did.
Hoping to easily disarm the trigger on the warhead, Mainframe lets out a low end EM pulse. This does nothing to the rocket but does initiate the countdown on Cobra Commander's battle helmet!
Baroness takes off in her HISS towards the pueblo, hoping to knock the Cobra missile through the stasis field. She fires on the field, doing nothing except scaring Tripwire. Duke decides they need to counterattack, but in order to do so, they must lift the stasis field off the ground.
Destro determines that the only man capable of defusing Cobra Commander's battle helmet is Tripwire.
The Joes succeed in lifting a portion of the stasis field, which actually makes Tripwire's job a bit harder. Before he can finish, however, Destro flies by in a FANG and abducts him. Spirit rushes to finish the work on the rocket, but isn't sure which wire to cut.
Back at the Cobra RV, Tripwire is handcuffed to Cobra Commander. Tripwire and the Cobras find they have precious little time left before the battle helmet detonates. The RV drives up to the pueblo when Tripwire runs out, dragging Cobra Commander behind him. He tells Mainframe to help him and Spirit to cut the red wire. Spirit disarms the warhead and Mainframe resets the stasis field to lie just above Cobra Commander's skull.
The battle helmet detonates, but thanks to the stasis field, Cobra Commander is spared. The Cobras run off after Destro shoots apart the handcuffs connecting Tripwire and Cobra Commander. Unfortunately, the stasis field generator is destroyed. Mainframe says the hardware isn't quite ready yet.
In the escaping Cobra RV, Dr. Mindbender says he can develop a counter technology to the stasis field.
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