As a member of royalty is escorted through a hotel's portrait gallery, she is told by one of the managers that her great uncle as well as many other famous people stayed in the hotel, including Rasputin. The guest is shocked, however, the manager explains to her that Rasputin would have never been allowed to stay if the managers knew of his despicable nature.

After the guest, the manager and her entourage walk by, a Cobra BAT removes a knight’s helmet and removes the painting of Rasputin from the wall, causing the alarm to be activated.

The security guards in the hotel try to shoot the BAT, however, the Cobra android crashes through a window with the painting, slides down a hill, off the edge of a cliff and throws the painting into a Cobra Night Raven’s drone plane before crashing through the roof of a barn.

After the Strato-Viper reports to Serpentor that the mission was a success and that the BAT missed the plane, the amused Cobra Emperor replies, “That’s all right. He can walk home.” The BAT walks out of the barn, pulls a pitchfork out of his chest and watches the Cobra Night Raven fly away.

Inside a Terrordrome and among paintings, a tank and statues, Serpentor insults two Vipers attempting to move a gold statue of Genghis Khan, swats one of them aside and places the statue near one for Henry V.

Cobra Commander then angrily asks who the people are in his room and why they are in his chambers. “These people are me,” says Serpentor. “My chromosomes contain genetic blueprints from all these conquers, tyrants and kings. And each triggers a different section of my genetic code - reactivating the power of those lifetimes in me now! But, for my power to be complete, I must gather all of my favorite things.”

After a Strato-Viper enters the room with the stolen painting of Rasputin, Serpentor muses over the life of the “evil scoundrel” and then grabs Cobra Commander by his shirt, picks him up into the air and declares the chambers no longer belong to Cobra Commander.

Aboard one of several Cobra Hyrdofoils, Serpentor explains to Destro and Cobra Commander that Eric the Batterer once ruled the seas in the nearby area. “Now let me guess. Was this hyperactive Viking related to someone I know?” asks Cobra Commander. Again grabbing Cobra Commander’s jacket, Serpentor explains that when he is reunited with his ax, Skullsplitter, the Viking’s strength will be activated. Destro adds that his research has located the ax in a museum in the Netherlands, however, G.I.Joe and NATO are holding war games nearby according to Cobra Commander.

In a village near the sea, Wet-Suit, Leatherneck, Dial-Tone, Beach Head, Lady Jaye, Flint and Low-Light walk on a stone street while Leatherneck tries to convince Wet-Suit that it is his turn to pick a restaurant. “Great!” quips Wet-Suit. “Your idea of gourmet food is C-Rations sautéd with dog food.”

Suddenly, one of the stone walls that blocked the sea from flooding the town crumbles and several Morays ride the tide toward the museum. The Joes crash into a sports equipment store, grab some diving gear and follow Cobra to the museum.

Inside the museum, Flint warns the Joes to be careful since they have no idea what Cobra is looking for, and the Joes reply together in a whisper, “Yo Joe.” Separating and canvassing the building, Low-Light and Dial-Tone run into a Cobra BAT with a sword while the other Joes fight Cobra Commander, Destro, Serpentor and a squad of Eels.

Wet-Suit wrestles with Cobra Commander, however, the Joe loses him after Cobra Commander activates a battery-powered set of propellers and swims away. Dial-Tone shoots the BAT with a portable harpoon and the BAT begins to pull the Joe forward.

Pleading for his teammate’s help, Low-Light tells his friend to keep his cool, grabs a bottle of ink and releases the ink in front of the BAT’s visor, causing its vision to be blocked. And as he leaves with Dial-Tone, Low-Light tells his friend that the books are starting to give him an eyestrain.

Leatherneck searches for Serpentor and finds the Cobra Emperor breaking into a cabinet. Raising Skullsplitter above his head, Serpentor charges toward Leatherneck and cleanly cuts his gun in two. Leatherneck swims to a wall and grabs a shield, however, the force from Serpentor’s weapon pounds the Joe toward a guillotine.

With Serpentor’s ax stuck in his shield and draped over the guillotine's base, Leatherneck watches in horror as the giant blade above his neck starts to fall.

Leatherneck quickly tumbles to the other side of the guillotine and the blade cuts the ax in two, which causes Serpentor to fly into rage. Undeterred, Leatherneck swims toward Serpentor and punches him, however, Cobra’s emperor strikes back and throws the Joe across the room and into a wall. Destro warns Serpentor of the waning tide, and Serpentor’s face changes as he turns to the Joes and swears to destroy him.