Dial-Tone reports the presence of a bomb to General Hawk and the Joes’ leader goes with Leatherneck to search for more workers while Lady Jaye and Sci Fi free the Dreadnoks’ hostages and lead them to a Tomahawk.

With fifteen seconds left on the bomb’s timer, General Hawk and Leatherneck emerge from the oil rig's offices and order the Dial-Tone and Low-Light to haul a man aboard their Tomahawk. While hanging on a rope attached to the Tomahawk, General Hawk, Leatherneck and the rest of the Joes escape before the oil rig explodes.

Dr. Mindbender, who is pleased with the results of his test, reports to Serpentor that he was able to make General Hawk freeze at the sight on an inflatable snake and should be able to cause the other Joes choke in combat if he plants the right images in their brains over the weeks. “Weeks will not do! I want results now! This I command!” yells Serpentor.

While taking General Hawk’s blood pressure, Lifeline listens to General Hawk complain about his nightmares. Lifeline explains that Hawk's report about the nightmares is the twelfth one the medic has received, and then adds that he hasn’t slept in five days. Before leaving the room, General Hawk confesses that he screwed up in combat and confides that he would never forgive himself if his mistakes caused someone else harm.

At a drive-in movie theater, Mahia and Iceberg watch a science fiction film with scenes of monsters and a hero kissing a heroine. While Mahia slides over and snuggles next to Iceberg in his car, she tells him that she her fondness for the romantic scene in the movie has grown even after watching it four times. However, Iceberg yawns and collapses forward. Landing on his car’s horn, the people around him complain about the noise. Mahia pulls the sleeping Joe toward her and tells him, “Oh, man, you’re really a fun date.”

On Serpentor’s orders, Dr. Mindbender activates the full power of the Sombulatory Psychic Wave machine and attacks Iceberg, who finds himself skiing off a cliff, down a hill and into a brick wall. The wall disappears and the Joe believes he is in a nightmare, but the world is too real for him.

After a giant cobra appears in the snow, flames shoot out of its mouth and circle around Iceberg. Falling through the icy ground and into a lake, he watches another snake swim toward him with its large hungry mouth open. Iceberg awakens from his nightmare with a scream and Mahia half-jokingly tells the Joe that the movie is not that scary.

General Hawk walks into the Joes’ gym and encourage his teammates to exercise a little harder, however, Sci Fi explains that his “get up and go” went to bed three days ago. General Hawk begins to climb a rope, but the rope turns into a snake and General Hawk wakes up in his office. “Another lousy nightmare,” he mumbles.

Lifeline enters General Hawk’s office and hands him a cup of coffee. The Joes’ leader asks Lifeline what is happening to them and the medic replies wearily that they are all just trying to stay awake to avoid the nightmares. And he then gloomily adds that G.I.Joe is falling apart.

At 3:45 in the morning, Mainframe taps away on his computer’s keyboard while Quick Kick chops his pillow and collapses face first into it. As the other Joes toss and turn in their bed, Cross Country works on his HAVOC while Leatherneck and Wet-Suit play a card game. However, when Leatherneck tosses down his cards and reaches for the stack of chips, Wet-Suit yells that he just played one of his opponent’s cards. Soon the two Joes are swapping punches.

Wet-Suit crashes into Cross Country so the HAVOC driver punches the Joe. Leatherneck rushes forward, grabs Cross Country by the collar and tells him that no one punches his buddy but him. However, Low-Light grabs Leatherneck’s arm and tells him to cool it. Picking Wet-Suit up from the ground, he threatens the Joes to calm down or he will show them a real nightmare.

Low-Light walks out of the motor pool and walks to a tree on a small patch of grass. Noting the Joes can’t handle their nightmares, he sits down on the grass, leans against the tree, closes his eyes and dreams.

Low-Light finds himself in a junkyard surrounded by living cars with headlights for eyes that slowly move around him. The voice of Low-Light’s father fills the night air with accusations that his son is a coward and Low-Light protests. He is then told by his father to not to return home until he kills twenty rats in the dark.

At Cobra headquarters, Dr. Mindbender reports to Serpentor that target six, Low-Light, is resisting. “Increase the dosage, doctor,” replies Serpentor. “I want to see him crack like an egg.”