The shots hit Ace’s Skystriker, and the Joes disengage from the booster and watch dismayed as Ace tumbles toward the sun. As Ace tells the Joes to knock the satellite out of the sky, Cobra Commander, who is laughing hysterically at the scene, tells the confused twins that he can’t help but laugh since he is “a sucker for real life drama.”

Lady Jaye calls out for Ace, but her shouts are cut off as she avoids a shot from the station. Scarlett tells the Joes that they can’t rescue Ace until they knock out the station, otherwise, they will be picked off one at a time. Roadblock tells the Joes to follow him to a meteor belt and Alpine shouts, “Great! We’ll finish ourselves off and save Cobra the trouble.”

A lone and empty Skystriker races toward the station and the cannons blast at the jet, however, the Cobra agents quickly realize that the plane’s kamikaze attack was a decoy for the Joes to fly above the satellite and strike from above and out of the range of the cannons.

As Zartan begins to panic, Destro tells everyone to remain calm and that they will act like technological warriors, not swamp rats. A small satellite dish is raised to the top of Cobra’s satellite and Destro explains that the thermal molecular destabilizer will trap the Joes’ planes and pop the molecules like popcorn.

Lady Jaye and the others are trapped and she orders the Joes to eject. As the planes are destroyed, the Joes land on Cobra’s satellite and climb into the cannons while the Dreadnoks congratulate Destro. Unpleased to be second best in the eyes of the Dreadnoks, Zartan sarcastically suggests that they asks Destro for his autograph. The cannons are retracted and the Joes slip inside. They make plans to steal shuttle and destroy the base from the inside, and Wild Bill adds that they better move quickly since Cobra will figure out their ruse.

Destro sees nothing on radar and tells himself repeatedly that he has missed something. “The gun ports!” he shouts. Opening the door to the bay for the gun ports, he finds the Joes’ space suits and runs back to the control room, where Zartan and the Dreadnoks raise their glasses in a toast. And just as Destro enters the room, the Joes enter at the other end and begin to pound on the Cobras. Ripper accidentally hits the button for the gravity to cease and the Joes use their training to continue their attack on the Cobras. Destro fires several shots with a laser built into his glove and the station catches fire and begins to fall apart.

As Cobra retreats, Roadblock grabs the unconscious Alpine and Lady Jaye and leads the Joes out of the control room. Aboard a Cobra space shuttle, Zartan states the obvious, that Cobra Television is coming to an end. But Destro reminds Zartan that six Joes will be killed, which is a fair exchange in his mind.

Still on the slowly disintegrating space station, Roadblock asks Wild Bill if he can fly the space shuttle. “If I can’t,“  he tells Roadblock, “you won’t be around to moan about it.” Flying ahead of the deadly flames, the Joes escape and Wild Bill shouts a long, loud and very happy “Yee-haw.”

Mechanical arms from the space shuttle grab Ace’s Skystriker and Lady Jaye and Roadblock retrieve Ace after removing the canopy. The shuttle then flies toward Earth after the Joes bring Ace aboard the shuttle and release the Skystriker into the depths of space.

Inside the Joes’ infirmary, Duke, Lady Jaye, Roadblock and Wild Bill stand around Ace’s hospital bed and the recovering Joes asks if the station was destroyed. Duke tells him, “For better or worse, TV is back to normal, Ace.” Scarlett tells Duke that he has a visitor and Mr. C steps inside after telling Scarlett, “Stand aside, woman.” Mr. C removes his Cobra necklace smashes it and tells Duke that he is mean, bad and out of work, and while saluting Duke, he asks if there are any openings in G.I.Joe.

Duke looks sideways then tells the muscular ex-actor, “Maybe, if you can pass the physical.” And as Mr. C rests his fists on his hips and strikes a pose to demonstrate his enormous strength, the Joes laugh at Duke’s joke.