Shipwreck walks away and stretches out on a sheet of wood, however, he is caught napping by Jenny and clumsily explains that he was not resting but testing the structural integrity of the wood. Falling for Jenny’s act as a on-the-verge-of-tears orphan who simply wants to hear a story, Shipwreck begins his tale...

Once upon a time, there lived a shoemaker, The Duke, who lived in a giant combat boot with his three sons, Leatherhead, Frog Face and Shipshape. ("Squawk! This is for the birds," quips Polly.)

After discovering that he is cooking the laundry, The Duke interrupts the fight between Frog Face and Leatherhead and explains to all of his sons that they are all out of food. Therefore, Leatherhead skips off to town to buy hamburgers for everyone. But the Big Bad Cobra struck Leatherhead’s weakest spot, his head, with a mallet.

The Duke then sends Frog Face to trade the family cow for some hamburgers, but Bobby interrupts and asks why such a silly decision was made since the cow is a source of hamburger meat. Shipwreck tells Bobby to stop being “so blasted logical” and continues to explain that the Evil Fairy Stepmother intercepted Wet-Suit. Bobby again questions the tale and asks if Shipwreck meant to say “Fairy Godmother.” Shipwreck explains that the stepmother is a “new issue” and adds that Frog Face was attacked and lost the cow.

The Duke insults Frog Face and Leatherhead by telling them that they couldn’t bring home the bacon even if they worked on a pig farm and then tells Shipshape that in order for them to have a meal, the sailor will have to pay a visit to the hamburger mine, which is guarded by the Big Ugly Giant.

Bobby again interrupts and tells the Shipwreck that a hamburger mine just doesn’t make sense, but Jenny defends Shipwreck and the Joe turns to Bobby and sticks his tongue at the kid in defiance.

Shipshape opens the door to the hamburger mine and steps inside, but as the hamburgers are quietly picked off the walls, Shipshape runs into the Giant. Enthralled, the kids begin to “ooh” and “aah” and Jenny asks what happens next.

Shipwreck explains that Shipshape is locked up in a cage and the Giant begins to sharpen his knife so that he can serve Shipshape as a stew to his friends, the Big Bad Cobra and the Evil Fairy Stepmother. Shipshape, however, makes a wish on the first star of the night and Princess Scarlett, Princess Cover Girl and Princess Jaye appear and help Shipshape escape since he was so handsome that they couldn’t keep their eyes off of him.

But Shipshape runs into Big Ugly Giant and is chased around the room. After diving into a cabinet, Shipshape spots a can of Spinach, however, before the sailor can squeeze open the can, Leatherneck interrupts the tale and orders Shipwreck to search for dud rockets that could still detonate.

Jenny tugs on Leatherneck’s pants and asks him to finish the story, and the old marine agrees to finish it. As Shipwreck grumbles about Leatherneck stealing his story, he finds the McGuffin Device - but he is knocked out from behind by Zartan. Cobra’s master of disguise picks up the top secret machine and laughs about the how easily he earned three hundred thousand dollars.

“Poor, poor sailor,” says Polly while standing next the Shipwreck. Zartan asks the parrot to tell the Joes thanks for Cobra and then adds, “Ta-ta!” After Cross Country and Wet-Suit pull a tarp off Zartan’s Swampfire, Beach Head orders the Joes to search the area since he doesn’t believe the weapon was left from last night’s raid. Zartan travels back to the unconscious Shipwreck and after donning a mask similar to Shipwreck’s face and wearing Shipwreck’s clothes, he grabs the sailor’s hat and thanks him.

Leatherneck’s attempt at telling a G.I.Joe version of “The Three Little Pigs” bores the kids and Jenny half-sighs their sentiments. Jenny finds Zartan, who appears as Shipwreck, near a LCV and is brusquely brushed away verbally as she asks him to finish his story. However, Beach Head appears and orders Shipwreck to watch the kids. While sitting on a box, Zartan is told by Jenny what has happened in the tale and then finishes the story.