After Lifeline tells the injured Joes that they will be okay, he chastises Shipwreck for using live ammo on a practice range while Shipwreck argues that he didn’t remove the Mauler’s armor or reprogram the rockets. Lying on the ground next to his teammate, Leatherneck explains to Wet-Suit, “We got a saying in the Marines: The most dangerous thing in the world is a green officer in the dark with a book of matches.” Turning his slightly toward his friend, Wet-Suit replies, “Amen to that, brother. Amen to that.”

At the Cobra Terrordrome, Serpentor relishes in the unorganized state of the Joes and Dr. Mindbender suggests that they should take advantage of the situation before General Hawk returns from Europe. While Cobra Stuns board a fleet of Cobra submarines, Serpentor explains that he is ready for battle and decides to attack the Bonner Research Institute, which is located in the Joes’ "backyard."

The Cobra subs crawl out of the water and across the beach while firing missiles at a hotel near the shore. Serpentor orders the area to be used as a command area and then adds that the Motor-Vipers will attack the Bonner research with their Stuns.

While Breaker is working on a computer, Mainframe tells Beach Head that he hates going over the heads of the three new colonels in order to contact General Hawk, however, as Mainframe notes, Lifeline, Shipwreck and Dial-Tone are scoring “zipola” in the confidence and morale categories.

Suddenly, the Bonner Research Institute alarm is activated and Shipwreck, Dial-Tone and Lifeline argue about which equipment should be used and what their priorities are in the battle. The three new colonels eventually go their own ways and the other Joes repeat Lifeline’s “Yo Joe” battlecry with utter despair. Shipwreck’s WHALEs, Dial-Tone’s HAVOCs and Lifeline’s group Tomahawks then leave the Joes’ base.

While the Motor-Vipers gather prisoners from the Bonner Institute, Serpentor comments that the battle was too easy and complains about the lack of challenge. Dr. Mindbender reminds Serpentor that the plan was to weaken the Joes, however, Serpentor quickly decides that he wishes to crush the Joes.

A Motor-Viper reports that the Joes are approaching, but Dial-Tone’s HAVOCs crash into one another while trying to execute one of his poorly planned and communicated battle tactics. Snow Job, Mainframe, Roadblock, Recondo and several generic Joes abandon the HAVOCs and retreat on foot.

Riding in one of the gun turrets on Shipwreck’s WHALE, Beach Head angrily asks if Col. Shipwreck has any orders. “Yeah," Shipwreck replies, “we’re going to hit them head-on - hard and fast!” However, the BATs in front of the WHALEs squat down and raise their metal hands up in order to cut into the rubber underbelly of the WHALE hovercrafts.

The WHALEs crash into a wall at the Bonner Institute and Shipwreck shouts that they are dead meat without their weapons, so he orders a retreat back to Joe headquarters after Dr. Mindbender orders the BATs to finish off the Joes.

Flying a Tomahawk, Lift-Ticket asks Lifeline if he could stomp some snakes. Lifeline agrees to the plan, however, the Joes must fire ahead of the Motor-Viper’s Stuns since the Joes only want to drive them away. “Oh, brother,” Lift-Tickets replies disgustedly.

The Joes miss the Stuns and Serpentor declares that none may fire on his forces. The Cobra forces shoot down the Tomahawks and Lift-Ticket tells Lifeline, “So much for creative non-violence.” After the Joes’ helicopters crash to the ground, Slipstream, Ripcord, Quick Kick, Recondo, Gung Ho and Spirit sprint from the wrecked Tomahawks and retreat back to their base and Dr. Mindbender laughs at the scene. But Serpentor wants more, he wants the night to be perfect, and the only way to end the day is to attack G.I.Joe headquarters and eradicate the Joes from the face of the Earth.

Low-Light and Roadblock enter the base on foot and Beach Head tells Slipstream to stay sharp since Cobra could arrive at any second. Inside the base, Dial-Tone, Shipwreck and Lifeline continue to insult one another over their tactics. Beach Head then yells at the three Joes and they turn around and listen to him admonish them for leading G.I.Joe into the team's worst disaster. He continues by adding that they need to come up with some plans quickly, however, the Cobra land-subs attack.