Two squads of Joes watch the Silent Castle, as Storm Shadow informs Ninja Force that he sensed a ninja in the castle. Ambush, Rock & Roll, and Roadblock arrive in the Battle Wagon on the other side of the castle.
Destro and Baroness escape from Slice, Dice and the Red Ninjas with the help of a smoke grenade and a secret passage. They make their way to the control center, which alerts them that there are aircraft approaching.
Storm Shadow alerts Hawk that a squad of Vipers is approaching using the Battle Copters. Hawk orders the squads to seek cover, but the brakes give out on the Badger. The Joes struggle to keep it from rolling into the open.
The Vipers split into two squads, one lands on the castle, and the other goes to secure the access road. A Cobra Condor flies overhead and rebroadcasts the signal to activate the Baroness' brainwashing.
Destro tries to prove his loyalty and love to the Baroness by willingly subjecting himself to the Brainwave Scanner.
Outside the castle, the Badger rolls free, alerting Cobra to the Joes presence, and starting a firefight. Destro and Baroness are attacked by Slice, Dice, and the Red Ninjas, who are in turn attacked by the Viper squad inside the castle. Destro and Baroness escape again. Ninja Force forms a human bridge to get from the cliff wall to the castle.
Dusty and Stalker are pinned down in the Brawler, which was incapacitated by the castle's defenses.
Slice and Dice search for Destro and the Baroness, but they are met by Ninja Force. Destro straps himself into the Brainwave Scanner, and tells Baroness to turn it on.
Roadblock and Rock & Roll lay down cover fire, allowing Dusty and Stalker to get out of their incapacitated Brawler. They escape moments before a S.A.W. Viper and a Heat Viper destroy the Brawler. Hawk rallies the troops, planning a frontal assault on the castle using the Battle Wagon and the Badger.
Inside the castle, Ninja Force battles Slice, Dice, and the Red Ninjas, but Slice's group escapes. A Tele-Viper inside the castle tries to get Cobra Commander to turn back, but he orders the Vipers to secure the road leading to the castle.
Baroness activates the Brainwave Scanner, and the first memory of Destro's it shows is him stating that he will love the Baroness as long as Castle Destro still stands. Baroness states that the castle was destroyed, but Destro says it can rise again if she frees him.
The Joes begin their assault, but the Battle Wagon runs into mines laid by a Viper squad. The Vipers flee, but there is no one at the castle gate to let them in.
The Baroness wonders why Destro subjected himself to the Brainwave Scanner, and he states that love cancels out all other forms of brainwashing. He asks Baroness to get him up to the clockworks of the castle, but they run into Slice and Dice and their Red Ninjas. Slice orders a retreat, but Ninja Force blocks their way.
The Battle Wagon is almost blown off the road by the mines, but the Badger pulls it to safety, and the Joes continue to the castle door. As Ninja Force fights the Red Ninjas and Slice and Dice, Destro and the Baroness make their way to the clockworks.
Outside the castle, Cobra reinforcements arrive, dropping Paralyzer Tanks on the road behind the Joes. The Vipers outside the castle prepare to blast open the doors.
Hawk orders Ninja Force to disable an anti-aircraft gun, so they pull out of their skirmish with the other Ninjas. Snake Eyes and Storm Shadow are caught in the blast at the front door, but the rest of Ninja Force makes it to the top and they turn the anti-aircraft guns against the Cobra forces.
Slice and Dice pursue Destro and the Baroness, but Destro is able to activate the castle's transforming mechanisms, turning it into a replica of Castle Destro in Scotland.
The Joes outside the castle escape down into the valley by the castle, and Cobra Commander follows them. Ninja Force is safe outside the castle, and Slice and Dice are able to escape as well.
Cobra Commander leads a squad of Paralyzer tanks into the valley after the Joes. The Joes head into a fog enshrouded forest, and Cobra Commander stops to formulate a plan and to take a call from Zarana. Cobra Commander plans to go around the forest and head off the Joes from there.
From Cobra Island, Zarana complains that Cesspool has built Sludge plants all over the island. Sludge is concentrated toxic waste for use as a weapon. Cesspool has recruited Sludge Vipers and brought the Toxo-Vipers under his control. Cobra Commander tells Zarana to get things under control.
Slice and Dice regroup with the surviving Red Ninjas at the base of Destro's castle in Trans-Carpathia. They head off into the woods, followed by Ninja Force.
As Hawk's squad of Joes nears the end of the forest, Stalker spots Cobra's heat signatures, knowing that they are waiting for them. Hawk and Flint discuss strategy, and Flint shows the laser targeting designator, which will mark targets for the Battle Wagon.
Back on Cobra Island, Zarana attempts to give Cesspool a piece of her mind, but he uses the Sludge to dissolve the Hammerhead she was driving.
In Trans-Carpathia, the Badger comes barreling out of the woods, straight for the Cobra ambush. Cobra turns and fires on the Badger, destroying it, but Flint uses the laser targeting designator to give the Battle Wagon a clear shot on the Paralyzers.
As the Joes reach the border, a cargo plane lands and Duke has orders for Flint. Flint meets his new team, the Eco-Warriors, Ozone and Clean Sweep. The plane takes Flint away, and the other Joes are left to make their own way home.
Slice and Dice lead Ninja Force into an ambush by another group of Red Ninjas, but Snake Eyes stops the attack by holding a sword to their leaders throat.
Cobra Commander is transported out of Trans-Carpathia in a helicopter, and is informed that there is a drug problem in Broca Beach.
In Broca Beach, a Fred LXV's wife informs him that their son is stoned on drugs, and that he's buying the drugs next door at the convenience store. Fred LXV storms over to the convenience store where he is gunned down by Headman's Headhunters. Headman brags that since Broca Beach itself is an illegal operation, the Feds can't be called in to help.
In Broca Beach, Bullet-Proof leads the Drug Elimination Force (DEF) in a raid on Headman's drug operation. The DEF consists of Bullet-Proof, Cutter, Shockwave, Mutt, and Junkyard. Headman and his Headhunters fire on the DEF and flee. Fred LXV's wife attacks Headman, but he guns her down as he gunned down her husband. She dies in Bullet-Proof's arms, as Cutter notices her weapon was built on Cobra Island. Mutt and Shockwave chase Headman into a funhouse, where he and his Headhunters have set up an ambush.
In the Gulf of Mexico, Flint leads the Eco-Warriors in an assault on a Cobra Toxo-Lab. Flint is shot down by a Sludge Viper, but the Joes are able to surround Cesspool. Cesspool gains the upper hand by shooting holes in the Plasmatox tanks, so the Eco-Warriors have to contain that. Cesspool is able to capture Flint and Clean-Sweep, but Flint will not give any information besides name and serial number.
In Trans-Carpathia, Snake Eyes holds the Red Master hostage as Ninja Force is in a standoff with Slice, Dice, and the Red Ninjas. Slice throws a sword that impales the Red Master, ending the hostage situation. In order to minimize losses, Slice proposes a one on one match between himself and Snake Eyes. Snake Eyes gains the upper hand, but the Red Master returns and reveals his identity to the two groups.
In Broca Beach, Mutt and Shockwave attempt to fight their way out of the funhouse overrun by Headman and his Headhunters. Cutter and Bullet-Proof leave Fred Jr. with his mother's body and an assault rifle. Fred Jr. takes the assault rifle and vows that he will not be kicked around again. Cutter and Bullet-Proof team up with a few locals, not knowing that they are actually Cobra troops, to assault the funhouse and save Mutt and Shockwave. Headman is able to escape through a secret hatch in the floor of the funhouse. Fred Jr. takes the gun to the nearest town and attempts to trade it for more drugs.
In the Gulf of Mexico, Flint orders Ozone to execute plan B. Flint and Clean-Sweep attempt to escape from Cesspool, but are unsuccessful. Cesspool dangles them over a pit of Plasmatox as he tells his origin. Once a successful but corrupt businessman, Cesspool's business was about to be shut down by the government. Cesspool tried to dumb his toxic evidence, but a valve broke, spraying his face and mutating him. Ozone arrives back at the Toxo-Lab with a lawyer who freezes Cesspool's assets and threatens legal action. Cesspool lets the Joes go free.
Firefly reveals himself as leader of the Red Ninjas to Storm Shadow and Snake Eyes. Slice and Dice attack Firefly, but Firefly uses a secret Arashikage Ninja Clan technique to defeat them. Storm Shadow explains Firefly's background as a saboteur to Ninja Force.
Storm Shadow explains that Firefly is an accessory to murder, as Firefly was there when Scrap Iron killed the Soft Master. Storm Shadow then remembers that Firefly supposedly died in the freighter on Cobra Island.
Firefly explains that he used abandoned B.A.T.s to dig out of the freighter. He also dressed Serpentor in his clothing, knowing that someone would eventually find and count the bodies.
Firefly then reveals himself as the Faceless Master from the Arashikage Clan. Using a form of hypnosis, he was able to trick a person's mind into not seeing his face. Whenever a picture was taken, he would move his head, blurring the face. He was adopted by the Koga Ninja Clan, and became the first outlander to become a full master ninja. He states that Cobra Commander hired him to assassinate Snake Eyes, but he realized that he was no match for Snake Eyes. Firefly then convinced Cobra Commander to bring in Zartan to perform the assassination.
Firefly is able to defeat all the ninjas using knockout gas, and threatens to use the Brainwave Scanner on them.
Joseph Colton explains the Rapid Pulse Electron Beam (RPEB) to Duke and Stalker. The RPEB can bounce a beam off a satellite to hit any target in the hemisphere. Colton explains that there may be a tap into the control system, leading to a telephone switching station in New Jersey.
In that phone switching station, Cobra Commander has taken charge, and realizes that his tap has finally been caught.
Duke diverts the DEF team away from their current mission to intercept Headman and a shipment of drugs. The are now to assist with the situation in New Jersey.
Cobra Commander patches into the public address building at the building where the RPEB is stored and plays music. Realizing that their systems are breached, Colton has Jane shut down all systems.
Headman prepares to make a large drug shipment to Broca Beach.
Colton, Duke, Stalker and Wild Bill head to the phone switching station, as Cobra Commander waits patiently. Cobra shoots down the Joes Tomahawk, and Cobra Commander escapes, rushing to New York City and the RPEB.
The DEF arrives to help the rest of the Joes assemble the Battle Copters, and then speed off to intercept Headman.
Colton, Stalker, and Duke use the Battle Copters to fly back to the building the RPEB is stored in, but arrive too late. Cobra Commander has already taken control of the RPEB and fires on Headman's ship, destroying it. Cobra Commander and his crew use civilian disguises to walk undetected past the Joes.
The Joes are confused as to why Cobra Commander would use a laser to eliminate a drug shipment, and Cobra Commander states it's time to get some real operations rolling.
Firefly has brainwashed all the ninjas except for Snake Eyes. Firefly realizes that Snake Eyes' consciousness has been reconfigured by the Arashikage mind-set. Firefly is forced to improvise on the brainwashing, but is seemingly successful.
Lady Jaye and Hawk are in Borovia attempting to get out. A riot starts, and Hawk is shot in the chest. Lady Jaye attempts to save him, but is knocked out.
Cobra Commander reviews strategy with Zarana, Cesspool, and Road Pig. Cobra Commander wants to take over Borovia and Trans-Carpathia, but a retired Destro stands in his way. Cesspool and Road Pig want to destroy the Joes headquarters, The PIT, but Cobra Commander does not know where it is at.
The rest of the Joes in Borovia (Ambush, Roadblock, Big Ben, Rock & Roll and Dusty) spot Lady Jaye and Hawk being held prisoner on a TV broadcast, and plan to rescue them.
Storm Shadow attempts to break free of the brainwashing, but Firefly is able to stop him, and straps him back into the Brainwave Scanner. While doing this, Firefly discovers the location to the Pit. Firefly contacts Cobra Commander to arrange a meeting on Cobra Island.
Lady Jaye is able to free herself and Hawk, and meets Magda and the White Clown. The rest of the Joes in Borovia are able to gain access to the city using the Brawler.
Hawk regains consciousness in Borovia, and leads Lady Jaye, Magda, and the White Clown in an assault against the security police. He leads them to a soccer field, where he knows about a secret. The group begins digging as the security police approach in a tank.
The rest of the Joes arrive in time to stop the tank, but Hawk has found what he's looking for. A stash of gold bullion was buried below the soccer field and Hawk knew about it through satellite surveillance. The Joes bribe the security guards to leave. Hawk is taken away by a Tomahawk to be treated for his wound, and Magda promises the Joes immunity and safe passage out of Borovia.
Firefly arrives on Cobra Island to meet with Cobra Commander. Scans of Firefly's 747 show no life forms aboard besides Firefly's.
Firefly attempts to trade the location of the Pit to Cobra Commander for two and a half million dollars, but once Cobra Commander has the information, he has Firefly locked back into the freighter.
As Cobra Commander leaves the island to attack the Pit, Firefly's brainwashed ninjas come out of the Sleeping Phoenix trance aboard the 747. The are under orders to rescue Firefly from the freighter.
Above the Pit in Utah, Spirit senses something is coming.
Using information gained from Firefly and a new radar shielding device, Cobra Commander begins his assault on the Pit. Spirit takes out a few of the Cobras with a grenade and escapes underground.
Spirit gives Duke a report on the attackers, and Duke prepares the team for the assault and seals all entrances. Airtight and Barbecue fend off a squad of Laser Vipers, but retreat when the B.A.T.s are deployed. The B.A.T.s break through the blast doors and prepare to invade the Pit.
On Cobra Island, Firefly is trapped in the freighter. Firefly activates the brainwashed Ninja Force to free him. He also activates Slice and Dice who prepare a squad of the original B.A.T.s. When Cesspool and Zarana send a team to deal with Firefly, they are ambushed by the B.A.T.s.
Cobra Commander sends more B.A.T.s to assault the Pit, then checks to make sure he's getting a clear video signal from them.
Duke leads the defense of the Pit, but the B.A.T.s are able to wound Torpedo and Outback. The Joes lead the B.A.T.s into an explosive trap laid down by Tripwire.
On Cobra Island, Firefly brags about how he was able to brainwash Snake Eyes. He is unaware that Snake Eyes has overcome the brainwashing, and freed Storm Shadow as well.
Back at the Pit, Cobra Commander awaits the Joes exit from the Pit at the main ramp. Duke sends a few Crossfires up the ramp while the Joes sneak up to the surface through the ventilation ducts. Cobra Commander calls for air support, then makes his retreat.
Storm Shadow battles Firefly while Snake Eyes frees the rest of Ninja Force from Firefly's brainwashing. Storm Shadow escapes with the rest of Ninja Force, leaving Firefly to be captured by Cesspool and Zarana. With the help of Slice and Dice, Firefly is able to turn the tables and he instead captures Cesspool and Zarana.
Cobra Commander returns to Cobra Island, and Firefly tries to bargain with him, using the island and his prisoners. Cobra Commander is unwilling to deal, stating that his assault on the Pit was a total success. The assault proved the worthiness of the radar supressor and he has video proof. Cobra Commander is no longer interested in the island, as he has bigger plans in mind.
Lady Jaye, Duke, Roadblock, and Snake Eyes parachute onto Cobra Island. Roadblock is unable to get free from his parachute and is separated from the group. The team is ambushed by B.A.T.s, but defeat them without firing a shot. One of the B.A.T.s is able to get a distress signal off, so more B.A.T.s attack. Roadblock is able to finish off the B.A.T.s, but the Joes cover is blown.
Firefly plans to beat the Joes with B.A.T.s and zombie ninjas.
The Joes run into another B.A.T. on Cobra Island, but Snake Eyes defeats it easily. Duke realizes that Cobra and Firefly have had a falling out.
Firefly and his ninjas hide within the citadel, waiting to attack the Joes.
Duke sends Snake Eyes into the citadel alone. Snake Eyes fights his way through another B.A.T. and a few ninjas before he makes it into the room where Firefly is waiting to attack. Firefly, Slice, Dice, and some ninjas are hiding beneath the floorboards directly under Snake Eyes. Snake Eyes senses them, and drives his sword through the floor into Slice's hand. When Snake Eyes finds blood on his sword, he unlocks the safety on his Uzi, prompting Firefly to attack.
Snake Eyes uses his Uzi to signal the Joes that he needs help. Firefly sends Slice and Dice to deal with Roadblock, Lady Jaye, and Duke with some B.A.T.s. Duke throws a smoke grenade, and in the confusion his team hides underwater, evading detection from the B.A.T.s. Slice and Dice head past them into the swamp.
Meanwhile, in the citadel, Firefly forms the Scorpion with some ninjas. The Scorpion was a secret battle tactic of the Arashikage clan.
Snake Eyes is able to defeat the Scorpion tactic used by Firefly by attacking the tail, knocking Firefly to the ground.
Duke, Roadblock and Lady Jaye fight another squad of B.A.T.s, gaining entrance to the citadel. Firefly alerts Slice and Dice that the Joes have breached the perimeter, and orders them back to attack.
Snake Eyes escapes into the armory, and Duke's team stumbles onto a B.A.T. assembly line. Slice and Dice corner the Joes in the B.A.T. construction plant. Slice activates the newly built B.A.T.s to attack the Joes.
Snake Eyes defeats some Red Ninjas in the armory, and comes face to face with Firefly. Firefly decides to telecast the fight to everyone in the citadel. Snake Eyes performs the Arashikage mind set, which frees Slice, Dice, and the Red Ninjas from Firefly's control.
Slice de-activates the B.A.T.s, freeing the Joes. Slice, Dice and the Red Ninjas go to deal some payback to Firefly for the brainwashing, so Snake Eyes leaves Firefly and turns off the monitors.
Scarlett trains with Ninja Force, which consists of Snake-Eyes, Storm Shadow, Jinx, Nunchuk, Dojo, and T'Jbang. Scarlett feels isolated, as she's not an actual ninja. After a brief argument, Scarlett leaves and meets up with Hawk, who has a mission for her.
In New Jersey, Dr. Biggles-Jones works on a special rail gun, and after a test, she and the prototype are captured by Night Creepers. The Night Creepers report in to Cobra Commander, as he checks the status of his other operations. Different groups of Night Creepers all over the world are hijacking microchips, weapons, and government secrets. Cobra Commander argues with Zarana over recent events.
Snake-Eyes gives a very rough training session to Ninja Force, and then alerts them that Night Creepers are gathering at Storm Shadow's water tower hideout. Storm Shadow urges the team to action.
Ninja Force battles the Night Creepers and defeat them. Meanwhile, a Night Creeper informs Cobra Commander that Scarlett has changed her insurance beneficiary from Snake-Eyes to her sister. Cobra Commander senses that Scarlett may be unhappy, and sends Zarana and Road Pig to visit Scarlett in the Swiss Alps and make her an offer.
Another squad of Night Creepers attempts to hijack a B-2 Stealth Bomber, but are ambushed by Ninja Force. Storm Shadow and Jinx are able to get a little information out of the Night Creepers, but not the location of Cobra's new base.
In Trans-Carpathia, Slice and Dice invade Destro's castle, taking Destro and Baroness prisoner. Slice and Dice signal Cobra Commander's helicopter that all is clear. Cobra Commander's first step is to re-configure the castle, then to have Destro and Baroness imprisoned in the same sub-cellar Scarlett was kept in (Issue 21).
Cobra Commander offers Scarlett and Dr. Biggles-Jones money and power, and both agree to join Cobra.
Scarlett and Dr. Biggles-Jones are inducted into Cobra and drink detoxified Cobra venom to seal the deal. Cobra Commander says there is one more thing each of them must do as a test of good faith. Dr. Biggles-Jones is sent to sabotage a weapons experiment, and Road-Pig and Zarana will supervise her. Scarlett, under the supervision of Slice and Dice, is sent to assassinate General Hawk.
Destro and Baroness are able to escape their dungeon, and they get a signal off to the Joe team.
Dr. Biggles-Jones is successful at sabotaging the Joes weapon test, but Scarlett seems to miss her shot at Hawk. The shot seems to sever the gas line of the jeep Hawk and Stalker are riding in, and it explodes. Ninja Force tries to capture the Cobras, but Snake-Eyes is unable to strike Scarlett, allowing the Cobras to escape.
After Cobra has left, Hawk reveals what has been going on. Scarlett has been inserted into Cobra as a double agent, and the exploding jeep was part of that set up. Hawk and Stalker had been wearing fire-proof suits, allowing them to escape injury. He also reveals that Destro has been feeding the Joes information from inside the castle.
Scarlett worries that she actually killed Hawk and Stalker as the alarms sound. Cobra Commander is still trying to find Destro and Baroness in the castle's secret passages. Scarlett and Dr. Biggles-Jones lead the search for them.
Hawk briefs Storm Shadow and Snake-Eyes before they parachute into Trans-Carpathia. He instructs them to treat Scarlett as if she were the enemy if they happen to run into her.
Destro transforms the castle halfway, creating a new version only he knows about. As he is doing this, Snake-Eyes and Storm Shadow are landing on the castle. Scarlett saves Dr. Biggles-Jones when the floor gives way under her, and they try to reconfigure the castle back to its normal state.
All this large-scale transformation has piqued the interest of Megatron, who thinks it may be another Transformer like himself.
Destro and Baroness fight their way to the top of the castle, where Storm Shadow and Snake-Eyes are ready to rescue them. Dr. Biggles-Jones and Scarlett arrive to try and stop them, but Snake-Eyes stabs Scarlett in the chest with his sword. Snake-Eyes, Storm Shadow, Destro, and Baroness all escape.
Snake-Eyes is upset at Hawk for having to stab Scarlett, but Hawk knows Scarlett will realize that Snake-Eyes wouldn't miss without a reason.
As Cobra Commander finds out what happened, Megatron drops from the sky, and is angry that the castle is not a Decepticon. Cobra Commander attempts to make a deal with Megatron.
Megatron attacks the Trans-Carpathian castle after Cobra Commander tries to make a deal with him. Inside the castle, a Medi-Viper looks over an injured Scarlett as Slice looks on. Slice carries Scarlett down to the operating room.
Megatron transforms into his gun mode to present a smaller target to the castle's defenses. Dr. Biggles-Jones attacks Megatron with her Hyper-Velocity Rail Gun mounted on a HISS tank. Megatron is impressed by the technology, and is willing to negotiate with Cobra Commander. They agree to trade the Ark's Cybertronian technologies for the rail gun and Megatron's rebuilding.
In a C-130 flying over the Atlantic Ocean, Destro attempts to apologize to Snake-Eyes for forcing him to stab Scarlett. Storm Shadow suggests that Destro should drop the subject, as it was Destro who put them in that situation.
Cobra technicians begin rebuilding Megatron based on schematics from his memory banks. Zarana suggests that they just take him apart, but Cobra Commander says they should wait until they get their hands on the Ark's technology.
The Medi-Viper examines Scarlett in the operating room, and realizes the cut Snake-Eyes made on her was very clean and severed no major arteries. This makes Slice suspicious.
As the C-130 lands on Cobra Island, Zartan, who is disguised as Cobra Commander, meets Destro and Baroness. Hawk joins the group to look over the burning remains of the freighter. The group realizes that when Cobra evacuated, they removed the cloning tanks, and Zartan suspects that Dr. Mindbender may have a plan to resurrect himself.
Back in Trans-Carpathia, Megatron successfully tests his new tank mode and is pleased by Cobra's work. Megatron brags about his sensors, alerting Cobra Commander that their experiment in the basement has started breathing
Megatron leads Cobra to the Ark, which is buried in Canada. Dr. Biggles-Jones is impressed by the technology, but Scarlett says that Cobra isn't going to need Biggles-Jones when Dr. Mindbender is revived.
With Cobra Commander busy in Canada, Destro, assisted by Baroness and Zartan, re-takes control of his castle.
Cobra Commander lands the Ark in Milleville, where all the townspeople have been brainwashed into servitude. One resident begins to shake the brainwashing, and the knocks one of the Alley Vipers into a group of Vipers transporting the body of Dr. Mindbender. The resident then tosses the brainwashing helmet to the ground, and the broken electrical wires jolt Dr. Mindbender back to life. Road Pig is able to subdue the resident.
Freedom alerts Spirit and Mutt to Cobra's presence in Milleville, and they report to the rest of the team. Roadblock leads a team consisting of himself, Tunnel Rat, Rock & Roll, and Airtight into the tunnels beneath the town. Storm Shadow, Snake-Eyes, Jinx and Ninja Force hitch a ride atop a truck heading into Milleville.
Dr. Biggles-Jones confronts Scarlett in the hospital, accusing her of still be loyal to G.I. Joe as Snake-Eyes looks on through a window. Dr. Mindbender recovers and catches up on the news. Tunnel Rat reports to Hawk that Megatron is helping Cobra, so Hawk informs Mainframe to transmit a message. Optimus Prime and Bumblebee receive that message, and they alert all Autobots that they are needed on Earth.
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