Cobra tells Duke, who is addressed as Sergeant “Duke” Hauser, that the Joes’ base is now under Cobra’s control, but Cover Girl insults Cobra Commander and yells “YO JOE!” The other Joes then open fire and launch their own offensive. Cover Girl’s gun is shot away and is knocked out from behind.

However, Duke smashes the butt of his rifle into a SNAKE robot’s visor, turns his gun around and fires a shot into its head, causing the robot to explode. Upon Cobra Commander’s order, the Baroness fires a gas bomb at the Joes and Duke, Tripwire, Blowtorch, Polly, Shipwreck, and Roadblock fall to the ground unconscious. Cobra Commander then order Major Bludd to prepare the Joes' weapons.

When the Joes are awake they are led to Cobra Commander and surrounded by more SNAKE robots. Cover Girl demands to know where what has happened to Duke and Cobra Commander chuckles as she explains that Duke has had a change of heart. “And I’m the queen of England,” Wild Bill sneers. Roadblock taunts Destro by asking his “pop gun” was broken, but Destro controls his rage and explains that the pop gun is a molecular reducer/enlarger and represents a decade of research. The Baroness places her hands on his shoulders and tells him that the weapon has accomplished its task and has allowed Cobra the chance to use the Joes’ vehicles to attack Keystone City, a plan that will convince the US government that the Joes have defected.

Turning on a monitor, Cobra Commander then shows the Joes a television broadcast of Duke telling the citizens of Keystone City that they are now under the martial law of G.I.Joe and that they will start serving the Joes. Cover Girl asks the monstrous Cobra Commander what he has done to Duke, but then Duke enters the room, calls Cobra Commander “master,” and rips off his mask to reveal himself as Zartan. Even with handcuffs on their wrists, the Joes run forward to Cobra Commander in attempt to stop him, but the SNAKE robots block their approach and Cobra Commander orders the Joes to be taken to a cold storage room since he wants to keep in the spirit of the season.

The Joes hang on meat hooks suspended over the ground and before Major Bludd closes the door he tells the Joes to “keep cool.” After the door is closed, Tripwire decides that he hates puns and Shipwreck tells Cover Girl that he could have a meaningful relationship with the piece of meat next to him. “Is your brain frostbitten or what!?” Cover Girl asks. “Come on,” Shipwreck says. “You’ve got no imagination.”

Cobra Commander learns that Major Bludd’s men will be able to fly the Skystrikers in an hour and then visits the Joes. The Baroness tells Cobra Commander that gloating before the Joes is pointless, and before he enters the cold room, Shipwreck clings to the piece of meat with his legs in order to lift his handcuffs over the meathook. And just as Cobra Commander enters the room, Shipwreck grabs the meathook and listens to Cobra’s leader babble about their gloomy faces on a holiday morning and explains that he has even brought the Joes a gift, the key to their handcuffs. And as soon as Cobra Commander leaves, Shipwreck hops down and grabs the key.

Destro welds the gun back together and the Joes blow the door away to his room, rush inside and shoot down the SNAKE robots. Tripwire checks the monitor to see if Cobra has left and finds out that the Joes are too late. However, Cover Girl notes that the Joes have Destro. But Destro picks up the molecular reducer/enlarger and asks the Joes, “Or do I have you?” And he fires several shots at the Joes. Equipment and doors shrink and Destro laughs as he threatens to reduce the Joes to sub-atomic nothingness.

But Polly attacks Destro and distracts him long enough for the Joes to smother him in a tackle but not before Destro hits the parrot. Slowly, the Joes get off Destro, and as Roadblock and Blowtorch twist Destro’s arms behind his back, Mutt and Junkyard, who are both growling, let go of Destro’s feet. Cover Girl picks up Destro’s gun, shakes it and hears something loose rattling inside.

Wild Bill complains that not only has Cobra taken the Joe vehicles but they have been given flies as well. Before Wild Bill can swat the fly, Shipwreck grabs one of Wild Bill’s hands and tells him that the fly is actually Polly, who lands on the tip of Shipwreck’s nose and cries for help. Tripwire is given the gun by Cover Girl and after Wild Bill stops him from shooting at Shipwreck, Polly flies in the air and is hit with a beam from the gun after Tripwire finds the enlarger switch. In his normal size, Polly falls into Shipwreck’s hands and he places his pet parrot on a miniature table and adds that he won’t miss his pal very much during the battle with Cobra. As soon as the Joes leave the room, Polly begins to grow larger.

The Joes board a CLAW, a Trubble Bubble, a HISS, a Stinger, which has an ASP in tow, a FANG and a Rattler. Meanwhile, Polly awakens and a pair of truck drivers are forced to veer off the road as the Cobra-controlled G.I.Joe convoy, which includes a Vamp Mark II, Mauler, Awe Striker, Skystriker, Silver Mirage motorcycle, Sky Hawk and a Ram, rolls toward Keystone City. And one stunned truck driver tells the other that he thought G.I.Joe was supposed to be on their side. Inside a Skystriker, a handcuffed Duke tells Cobra Commander that he will not win because the people will fight back, but Cobra Commander couldn’t care less and replies that that the people will just die.