Skystrikers race over a G.I.Joe aircraft carrier where Flint welcomes Lady Jaye to the Adriatic Sea. Wearing her diving gear, Lady Jaye tells Flint that if the upcoming mission is his idea of a vacation, then she’d hate to see what he thinks is a business trip. “Was that a joke?” asks Deep Six, watching Lady Jaye walk past him. As Torpedo latches onto the underside of Roadblock’s SHARC, he asks Lady Jaye if she has ever rumbled in the sea on the bottom of a SHARC. She replies that this is her first time and asks if he has any tips, and he passes on two tips: don’t let go and don’t fall off.

After the three SHARCs dive into the water, Lady Jaye marvels over the number of sunken ships on the ocean floor. Flint tells her that the area is ancient history and their only priority is to find out why Cobra is in the area. Cobra troops swim and search around a temple and three agents shine their flashlights on a object wrapped in an oil skin and placed in a hole in the temple floor. The Baroness swims toward the round object, picks it up and swims back to the underwater Cobra base, which has been set up near the temples and ships.

Inside the base, Cobra Commander screams at Destro for squandering a fortune in his underwater scavenger hunt and calls Tomax and Xamot to the monitor to give Destro a lesson in economics. As soon as the Crimson Guard Commanders explain that long-term management is achieved through short-term cash flow, Destro turns off the monitor and asks to be spared from the twins’ drivel. The Baroness enters the room and warns Destro that Tomax and Xamot could be powerful allies or dangerous enemies.

Stripping off her Eel uniform, the Baroness is told that the simple seashell she has discovered is actually the Conch of the Sirens, but before Destro can explain its potential for Cobra, the Joes attack the base. Missiles puncture holes in the dome and the SHARCs fly into the base and press the attack while evading the laser blasts from Cobra ASPs.

Destro passes the wrapped conch to the Baroness and tells her to escape to Cobra headquarters while he shows the fool outside how to fight. As soon as she steps through a portal, she is confronted by Lady Jaye, however a piece of the dome strikes Lady Jaye’s wrist and allows the Baroness the opportunity to strike her enemy. Lady Jaye falls, however, she is able to grab the wrapping around the conch as the Baroness continues to make her escape.

Destro watches the Eels retreat and turns around a corner to fire upon the Joes. His shots dent Deep Six’s suit, which unnerves the Joe, however, Flint’s shot strikes Destro, causing the arms dealer to fall to the ground unconscious. The Baroness witness the capture of Destro, looks at the conch, pauses and decides that she must escape.

As the escape pod launches, the Joes find Lady Jaye and learn that only her pride has been hurt. Flint asks about the wrapping that was around the conch, but Lady Jaye doesn’t have a clue about what it covered. And since the Baroness was quite protective of the object covered by the cloth, she assumes that whatever was she was carrying was pretty important.

The Baroness flies to an Extensive Enterprises building and tries to explain to Cobra Commander that Destro’s undersea operation was not a failure, however, as soon as she shows the gold seashell to Cobra Commander, he tells the Baroness that Destro is on his own at G.I.Joe headquarters and swats the conch aside as he screams at the Baroness to leave.

Duke congratulates Flint on capturing Destro at G.I.Joe headquarters and the Joes learn from Dr. Blackstone about the Conch of the Sirens, a seashell that disrupts the hormonal system of every male who heard the song whenever someone blows into the shell and caused freewill to vanish. “They played the tune that made men swoon,” Roadblock chimes in.

Breaker receives an alert from the Alaskan security network satellite and the Joes rush out to engage Cobra’s forces. Traveling by Flight Pod, the Baroness arrives at Major Bludd’s latest operation and attempts to make a proposition, however, the Joes’ Skystrikers, Dragonflies, Snow Cats  and Polar Bears destroy the ASPs and the Rattlers.

Running to get under the Alaskan pipeline, the Baroness blows into the conch and the soundwaves cause all of the men to stand stock still. Cover Girl and Lady Jaye load the male Joes onto a Snow Cat and retreat.

Back at the Extensive Enterprises office, the Baroness paces in front of Cobra Commander and tells of her success. Announcing that she is keeping the conch and taking command since her family has been breed to rule for centuries, Cobra Commander tries to take the conch for his own use by ordering Tomax and two Crimson Guards. However, the Baroness blows into the conch and causes the four males to lose their freewill. She considers her act not one of treason but destiny.