After nearly missing Duke with her Skystriker and joking about the incident, Scarlett, Duke and Stalker find the Joe headquarters under attack by Cobra. Several of the new Skystrikers are destroyed, but Duke and Scarlett manage to one off the ground and help repel the Cobra forces, who were led by Major Bludd. Meanwhile, hidden between mountains and under dark skies filled with lightning, Destro arrives at the newest Cobra fortress, which is so frightening that the natives carrying Destro's cargo flee before they are paid.

Destro laughs at the "superstitious fools" and is allowed inside after a handscanner, designed as a mechanical snake wavering four feet from the ground, confirms his identity. After grumbling about the location of the base, Destro presents to Cobra Commander three of the elements used to fuel the MASS Device: radioactive crystals, heavy water, and finely crushed metallic ore. Destro also explains that in order for the MASS Device to hit a target a homing beacon must be placed on or near the target.

At a unknown military installation, a three star General Flagg introduces Duke to Juanita Hooper, an officer from the Office of Budget and Accounting at the Pentagon, and asks if Joe team could test the base's defenses. Scarlett, Stalker and Snake Eyes then slip into the base without getting caught two minutes after the request is made much to the chagrin of Hooper.

Hooper explains that the satellite is designed to send and receive the most powerful energy signals to any location in the world at any time. Hooper offers to give a tour of the silo where the satellite is stored but asks that all weapons be left outside. As the Joes turn to leave the weapons outside, Hooper removes an earring and attaches it to the satellite.

Destro fails to bring the satellite to the fortress because the MASS device is overheating, so he sends troops to the satellite. Cobra Commander berates Destro about the millions of hard stolen money used to fund his project and warns him that he could "lose men, material - a fortune" if the next attempt fails. But Destro succeeds and the Joes are horrified as Cobra agents and weapons appear out of thin air.