Ripcord, Flint, Mutt, with Junkyard in tow, level their Skystrikers at 40,000 feet before hanging a left at the corner of wild blue and yonder. As the Joes prepare for their jump, Mutt asks Flint if the CCC (Canine Corps 'Chute) will work. Flint reassures Mutt that it will, but Mutt wonders if Junkyard will get his money back if it doesn't. Ripcord and Mutt lock in their auto-pilot switches with Flint's plane so he can guide their Skystrikers home and the Joes eject from their planes.

Flint flies the three planes under a cloud but radios Breaker, who is on terra firma, that he has lost and wonders if they have caught sight of their teammates. Replying with a negative response, Flint order the Joes to scramble as four Cobra helicopters fly out a cloud with a net that is attached to the 'copters and has snared the Joes.

At a small castle that lacks the usual showy Cobra architecture and decor, Cobra Commander tells Doctor Lucifer that he is very interested in his latest invention, but wishes to make certain that it will work. "Have I ever failed you, Cobra Commander?" Doctor Lucifer asks. "No, scientist," says Cobra Commander,"and that is why you still live. To fail me is fatal." Lucifer explains that his high frequency weapon (Hi-Freq for short, Lucifer adds) will allow Cobra to conquer the world, and the weapon can be purchased by Cobra Commander for a price - the freedom of woman he loves, Dr. Attila, who is held in Stonehall prison.

The Joes are brought into Cobra Commander's chamber and Mutt is kicked and thrown to the ground as he struggles with his captors. Junkyard barks and attempts to attack the Cobras, but Mutt tells him to stay away from the Cobra agents, otherwise, Junkyard will get rabies. Cobra Commander orders a demonstration of Dr. Lucifer's invention, so he programs Hi-Freq and shoots Junkyard. Mutt offers and threatens that Cobra can mess with his mind but nobody messes with Junkyard. The Cobra captors swat the Ripcord and Mutt before shoving them to the ground. "Get tough, Junk," Mutt cries on the ground.

Cobra Commander decides to have some sport and releases Mutt with a promise a five minute headstart before Junkyard will begin to hunt him down. Dr. Lucifer turns a dial and shoots Junkyard again while ordering him to hunt down his master. Junkyard is released and Ripcord asks Cobra Commander about the five minute headstart and Cobra's leader simply replies with a laugh, "Yes. Odd, isn't it, how time flies?" Ripcord is knocked unconscious and taken to Lucifer's dungeon while Cobra
Commander seals the bargain for Hi-Freq with Dr. Lucifer.

As Mutt rests from his sprint from the castle, he tells himself that the situation is some sick joke. No one could turn his pal against him, least of all some "blame machine." But Junkyard leaps out of the brush and rushes toward Mutt with a snarl and a mouth filled with sharp teeth that are ready to chomp. But Mutt dodges his attack and Junkyard bumps into a tree.

Meanwhile, Cobra Commander recruits his animal army with the help of the console in Dr. Lucifer's castle and agents in the field, and lions, whales and locusts are bewitched by Hi-Freq. The lions chase oil workers from a plant and whales cause oil tankers to stop in the middle of the ocean. The locusts are sucked into the engines of two G.I.Joe Sky Hawks and cause them to crash. As one generic Joe pilot remarks that they are driving him buggy, Wild Bill attempts to shoot the locusts, however, there are too many so he waits until the locusts leave and rescues the pilots before they "bug out."