Three G.I.Joe Skystrikers streak across the desert and fly over a small caravan of camels and men. One of the men pulls down a cloth that is covering his mouth, brings a radio up to his mouth and tells Cobra Commander that the Joes are approaching the desert base. Cobra Commander thanks Major Bludd and notifies Wild Weasel to start his attack. Four Cobra Rattlers attack and Ace evens the odds by shooting one down after Gung Ho warns him that one of the Cobra planes is on his tail.

The Rattlers retreat and the Joes pursue. Meanwhile, Cobra Commander opens the doors at his mountain base and a machine with a satellite dish on the front of it rolls forward. As soon as the Joes are in range, Cobra Commander shoots the Joes with shockwaves that tear away the wings from their Skystrikers and force the Joes to eject. Cobra CLAWs attack Ace, Roadblock and Gung Ho, but the Joes beat the Cobra agents by tossing sand in one pilot's face, leading another into a path with sharp turns and high walls and jumping onto the CLAW and pulling the pilot off.

More CLAWs appear and the Joes retreat, an option that angers Gung Ho. Roadblock tries to explain that no one likes to retreat but it makes sense when they are outnumbered. A net suddenly appears around the Joes and they are whisked away. "Now I now what a tuna feels like," says Roadblock.

Destro tells Cobra Commander that it was too early to roll out the ultra-sonic weapon, but Cobra's leader states that the Joes are powerless. Destro reminds Cobra Commander that he should not underestimate the ingenuity of the Joes. "And you worry needlessly, Destro," replies Cobra Commander, who then explains that when Cobra has destroyed the country's oil production facilities, which fuel one-third of the world's energy needs, all nations will fall before the might of Cobra. Destro still believes that Cobra Commander has not considered the possibility of retaliation from the Joes. However, Cobra Commander states that Destro has grown too cautious and that is why he is not Cobra's leader.

In a palace in the desert, Flint orders Wild Bill to deploy Skystrikers and other Joe equipment around an oil field. Scarlett asks Flint if he has heard from Roadblock, Gung Ho or Ace. Grimacing and grabbing the table, Flint shakes his head. Airborne enters the room and tells the Joes that they probably won't hear from the others since they just sent a "mayday" signal and have not heard from them again.

Inside Cobra's base, the three missing Joes are shoved into an arena and are told by Cobra Commander that their levity is inappropriate since they don't know what he has in mind for them. "Cobra Commander has a mind?" asks Roadblock jokingly and causing the other Joes to laugh. The cobra-styled telephone on the commander's chair rings, and Cobra Commander listens to a message before he leaves and tells the Joes that more pressing matters demand his attention. The Joes wonder what surprises are going to attack them in the arena and turn to find a robotic crab emerge from the sand, and it marches forward to attack the Joes.

Scarlett tells Flint that she is worried about their missing friends. Flint explains that he is worried as well but they can't leave because they need to protect the oil field. Scarlett leaves just as Airborne enters the room and walks to a well in the garden of the palace. Prince Ali asks what ails her and she tells him that she can't leave her friends to the mercy of Cobra - she has to help them.

The robot crab continues to attack the Joes in the arena. Gung Ho wonders how the creature could see them since it does not have any eyes. Ace realizes that the robot has infra-red sensors and asks Gung Ho to bring him a chunk of wood near him. Striking two stones together, Ace starts a fire and sets a branch on fire before handing it to Gung Ho. Roadblock boosts Ace over the wall and he knocks out the Crimson Guards watching the game. Tossing one gun to Roadblock, the Joes try to destroy the crab, however, the robot is not damaged by lasers. Ace tells the Joes to run to the arena's doors and Ace mutters, "This better work." He blasts a hole in the door and shoots at the stone roof above the arena. Rocks from the ceiling fall and crash upon the robot crab and the Joes escape the arena.