While standing on a dock with several high ranking naval officers, a reporter announces that the USS Montana will dock shortly in the Philadelphia shipyards and will be turned into scrap metal after three wars and forty-five years of service. General Hawk sets down his binoculars and complains that he doesn’t like the to see the passing of an era, however, Admiral Overton, who is standing next to Hawk, gruffly stated that the Montana outdated, like her captain.

The ship docks and Admiral Overton and General Hawk greet the Montana’s captain, Admiral George Lattimer. “Have the harpies of the shore come to pluck the eagle of the sea?” asks Lattimer. Quickly and angrily, Overton tells Lattimer not to wax poetic with him, but Hawk steps in and tells Lattimer that they are present only to honor him and the Montana. However, Lattimer is not impressed since there is nothing but a circus on the docks, and he adds that if Hawk is honoring the end of the Montana, then Lattimer is not and never was Hawk's friend.

As Deep Six and Wet-Suit pull Shipwreck out of the water, Firebats attack the crowds and Destro’s Moray races towards the Montana. BATs climb up the columns supporting the docks to attack the Naval Police while another squad of BATs climb aboard the Montana.

Overton is tossed overboard and Hawk, although he uses one of the gun turrets on the Montana to shoot the BATs, is forced to retreat to the control room. As Lattimer sits in a chair with his back turned toward Hawk, the Joes’ commander beseeches Lattimer to join the fight, but Lattimer is not in the chair. Instead, Destro turns around, and asks, “On which side?”

Aiming a gun at Hawk, Lattimer tells the Joe that he is willing to serve Cobra in order to prevent his ship from entering the scrap yard. Hawk is shocked and tells Lattimer that he can not betray his country or his friends. However, Admiral Lattimer remembers a moment in his youth, a time when he was under attack and placed his faith in the ship to save him, and then informs Hawk that he has only one friend left in the world - the USS Montana.

BATs march into the room and one of the androids pins Hawk to the ground, but he kicks the robot away, dodges a chair hurled at him by another BAT, leaps through a broken window and tries to destroy several more BATs as they surround him. As Destro and Lattimer watch Hawk’s struggle, the arms dealer tells Lattimer that he can save his friend or his ship. And memories play through Lattimer's mind, a moment when his helicopter crashed into the sea and was rescued by the Montana. Lattimer ceases recalling his past and orders the engine room, which is filled with BATs, to bring the ship up to full speed.

Hawk is tossed overboard, and as Deep Six, Shipwreck and Wet-Suit pull Hawk out of the water, a BAT shoots away the American flag on the USS Montana while another attaches a Cobra flag and raises it on the flagstaff. Lattimer tells Destro that he is committed to Cobra and Destro asks for an example of the Admiral’s loyalty.

Ordering the guns and torpedoes to be loaded, Lattimer attacks the rusting ships in the docks and Hawk screams for his friend to stop shooting. But Lattimer does not. Wet-Suit places a hand on Hawk’s shoulder and tries to comfort Hawk by telling him that the ships are just part of a mothball fleet, but Hawk violently pulls his shoulder away and sharply tells Wet-Suit, “That’s not the point!”

Destro tells Lattimer to set a course for Norfolk, Virginia, home of the Seventh Fleet. When Lattimer asks why, Destro tempts Lattimer by suggesting that if the Seventh Fleet is destroyed, then the USS Montana will rule the seas. Approving of the plan, Lattimer and the USS Montana leave the Philadelphia docks, which are filled with several burning and destroyed ships.