As Cobra attack the Joes’ base, Duke and Scarlett are separated outside and Duke is soon cornered by the Dreadnoks, Ripper, Torch and Buzzer, who tell Duke that they are not at the base to fight. “Oh,” Duke says, “trying to improve your image?”

Scarlett awakens and catches sight of a Rattler bearing down upon her. She bolts and is rescued by Rock ‘n’ Roll, who is driving a Silver Mirage motorcycle. Roadblock uses a cannon on top of the base to knock out one of the two Rattlers flying nearby.

Duke attacks Buzzer, however, the other two Dreadnoks slam Duke against a wall while Zartan shoots Duke with sleeping gas. Quick Kick attacks the Cobra Rattlers with a FLAK and is almost shot but Junkyard leaps onto the parachuting Cobra Rattler pilot once he hits the ground.

Gung Ho’s Whirlwind runs out of ammunition and is destroyed. Scarlett and Rock ‘n’ Roll attempt to shoot down another Cobra plane, however, the motorcycle runs out of gas. Duke runs from the shots of a Cobra Rattler, jumps onto Cover Girl’s Wolverine and all of the Joes watch the Rattlers leave.

Duke walks over to Scarlett and tells her, “Strange isn’t it, Cover Girl?”
“The name is Scarlett,” she replies.

Duke tries to recover quickly but Junkyard stands in front of Duke and begins to snarl. Mutt pulls his dog away and wonders why Duke referred to Junkyard as Mutt. The guard gate is raised and the now four star General Franks enters the base and calls the G.I.Joe team a disgrace. Scarlett reminds Franks that he reduced the Joes’ budget. General Franks cuts her off and tells her that he doesn’t like her tone of voice.

Aboard the Cobra transport plane, Duke is brought in handcuffs to Cobra Commander, who half-guesses the Joe’s code-name, and is told that is quite unlikely that he will be rescued since no one know he is missing - and Duke sees the synthoid of himself standing at attention with the rest of the Joes.

General Franks yells at the Joes and tells them that they are responsible for the millions of dollars of equipment and property destroyed. Rock ‘n’ Roll, who is refueling his Silver Mirage Motorcycle and standing by Mutt, who is holding back a still snarling Junkyard, listen to the general explain that none of the destruction would have occurred if the Joes did not exist. Therefore, he orders the Joe team to disband.

Junkyard escapes from Mutt and attacks the General, however, Mutt pulls his canine friend away. General Franks orders Junkyard’s execution and Mutt kicks a military police officer into another and runs away. The general orders another MP to fire at Mutt, but since the MP is not comfortable shooting an unarmed man, General Franks grabs the MP’s gun and aims at Mutt.

Fortunately, Quick Kick quickly kicks the gun out of the general’s hands. As Quick Kick is arrested, Rock ‘n’ Roll tells the general that he will get Mutt, who tries to climb over a set of boxes. Mutt and Junkyard, however, fall to the ground and Rock ‘n’ Roll zooms toward Mutt while yelling, “Mutt - don’t move!”