ASPs and HISS tanks are brought to the perimeter of the Joe base and the female Cobra troops and Tele-Vipers bring their forces into position. After she hears that the Cobra troops are in position and whispering softly to Destro that he will soon be free, Cobra attacks.

As Dr. Blackstone tells Scarlett and Cover Girl that she doesn’t know what is wrong with Duke, Lady Jaye orders the Joes out to the frontlines after learning that Destro still has not revealed anything to Flint or Roadblock. HISS tanks blow apart a wall, drive over the rubble and continue to destroy guard towers while the Baroness broadcasts the conch’s hypnotic sound through a dish located on the back of her Stinger jeep.

The soundwaves sweep through the base and continue to paralyze the men and the Baroness orders the Joe men to attack the women. Flint blows away a VAMP as Lady Jaye, Scarlett and Cover Girl run for cover, but the women quickly realize that they can use stun gas to put the male Joes asleep without harming them. Scarlett and Lady Jaye make a break for the gas bunker while Cover Girl attempts to provide cover fire for them.

Destro is rescued by the Baroness and learns that she is now in command of Cobra, which causes him to laugh and tell her, “I always said you’d go far, my dear Baroness.” Destro and the Baroness run outside and discover the three Joe women shooting stun gas. Suggesting that they retreat, Destro rides shotgun as the Baroness drives away and orders the remaining Joes to follow her.

As the male Joes march out of their base and follow the Baroness into the night, Scarlett is told by Lady Jaye that the mission to stop the Baroness and save all of the male Joes is now up to them.

On top of a snow peak, Destro takes a deep breath and confides to the Baroness that it is good to be free. He asks what the Baroness’s plans are for the world and she explains in one word: piracy. Conquering the land, the sea and the air are plans that the Sirens would approve, Destro replies. Noting the Joes fight more efficiently without freewill, Destro and the Baroness visit the imprisoned “lunatic leader.” Cobra Commander and Tomax, at least, the Baroness thinks this is the twin she has captured since she can never keep the names straight. However, the Baroness has faith that her women agents will find Xamot, who watches the pair walk down the hall while wedged between two beams in the prison’s ceiling.

Wild Bill, Ripcord and Recondo fly above the snowy landscape and radio Scarlett that they have found Duke’s signal. Lady Jaye parachutes into the Cobra house, sneaks inside and is captured by several female Cobra agents while prowling around a darkened room. As Lady Jaye is dragged away to the prison block, Xamot drops from the rafters and knocks the guards unconscious. Leaning over Lady Jaye, he tells her to wake up since she has been rescued, then laughs in a high-pitched maniacal voice.