The marauders start attacking the Joes, and more of them burst out of the ground. Two of them burst into the building where the broadcast energy transmitter is.

Destro and the Dreadnoks find the place where the B.E.T. is being stored. Destro orders the Dreadnoks to open it, but they can't do it. Nemesis Enforcer then appears, and easily rips it open.

Destro orders for Serpentor to be informed that the prize is theirs. Outside, Duke orders everyone to go for the underbellies of the marauders, and fires a rocket at one of them.

Serpentor lands his Night Raven, and sees that the broadcast energy transmitter is at last his. The Renegades then show up, and Falcon fires a rocket at Serpentor.

Serpentor jumps away from his jet, which is destroyed seconds later. He fires a mortar shot which destroys Slaughter's Triple T, and sends Slaughter and Falcon flying from it.

As everything catches fire, Serpentor tells Falcon that he nearly thwarted his destiny. He is about to attack, but Duke then appears, and starts fighting him. Duke gets hit, and falls down next to Falcon.

Serpentor tells the arrogant Earth scum to die, and throws a snake spear at Falcon. But Duke gets in the way, and takes the hit. Serpentor tells Falcon that Duke took the snake which was meant for his heart, but his sacrifice will be in vain -this he commands!

Serpentor gets onto the B.E.T., as a massive, winged creature flies in and takes it away. The Joes crowd around Duke, but things don't look good. Duke weakly tells Falcon that he guesses he can't look out for him any more. Falcon tells him not to say that, as Doc will fix him up. Duke says this isn't Doc's day for miracles, and this was his own fault for being too slow. Falcon tells him he did it to save him. Duke asks Falcon to promise he'll try to get his act together, and be a credit to his country. Falcon says he'll make him proud, and Duke says Yo Joe one last time.

Duke then closes his eyes, and Scarlett says he's gone into a coma. Duke tells Falcon not to worry, as they'll do everything they can for Duke.

Serpentor tells Golobulus to behold the proof of their victory, and presents him with the broadcast energy transmitter. The B.E.T. is activated, and shoots a stream of energy straight up into space.

Above the Earth, the pods begin to react to all of the energy they start receiving. Pythona passes Golobulus a time worm. Golobulus explains that once the time worm completes its journey, the pods will ripen, and their spores will burst forth. Then, this pitiful planet will be theirs!

Dial-Tone identifies an energy source, which is definitely coming from the B.E.T. in the Himalayas. Hawk tells the Joes to prepare to move out. Falcon says he just wants a shot at Serpentor, but Beach Head tells him he's not going anywhere. He says he's not sure the Rawhides are ready yet, and he's especially not sure about Falcon. Hawk says he's right, the Rawhides lack experience.

Falcon says he has a right, but Hawk tells him he has an order. He orders him and the others to stay here and guard the base, and also try to contact Flint. Meanwhile, Roadblock and Cobra Commander continue their trek though the Himalayas. Cobra Commander continues to lose his mind, as he repeatedly states that he was once a man. Roadblock tells him to stop saying that and resist, but Cobra Commander continues to say the same thing.

He suddenly attacks Roadblock, and the two end up falling down a cliff. They end up falling to the place where Flint's unit is. Roadblock still can't see, but then realizes he's with friends.

Flint contacts the base, ad Falcon explains that Hawk and the others are going to Serpentor's home base, a place called Cobra-La. Flint tells him to patch him through, as they have to warn Hawk. Falcon asks what they've got to warn him about, and Roadblock explains about the plants. At Cobra-La, the Joes blow apart the entrance.

As Hawk and the strike force head in, Serpentor says to sound the alarm, as the Joes are attacking. Golobulus says he's aware of that, he is aware of everything. Roadblock contacts Hawk, and tells him not go go in, as Cobra-La is booby trapped. Hawk asks how, and Roadblock tells him about the weird trees, which can eat Joes alive.

Hawk yells for everyone to get back, but is too late. The Joes get captured by the trees, and then Duke's Snowcat is destroyed. Back at the base, Falcon and Jinx can only watch.

The other Rawhides enter the room, as Jinx explains to them about what's just happened. Flint then tells them to look at Cobra Commander -those orbiting pods contain degenerative spores, and if the B.E.T. isn't shut down, the pods will open and release enough spores to mutate every man, woman and child on Earth! Falcon says that's not going to happen, as he and the others move out. Meanwhile, Lifeline says he thinks he can restore Roadblock's vision, but there's nothing he can do for Cobra Commander, as the mutation process is irreversible.

Roadblock says he can hear something, and he can also see it. The Rawhides have arrived via helicopter, and Falcon asks how they're going to get into Cobra-La. Roadblock says Cobra Commander is the only one who can tell them. The group head towards Cobra-La, and Roadblock asks Cobra Commander which way now. But Cobra Commander suddenly gets off of him, and slithers off into Cobra-La by himself.

Tunnel Rat hears some running water, and thinks he's found a back door. Down below, the Dreadnoks are getting ready to blow up a tunnel. Monkeywrench asks why they've got to do this, and Zarana tells him if they don't seal it up, the spores will get in and mutate them. Tunnel Rat pops out of the water, and Monkeywrench takes aim at him.

But he never gets the chance to fire, as Law and Jinx take him and Zarana out. Chuckles, Flint and Falcon deal with the rest of the Dreadnoks, and then take their Swampfires.

Baroness and the others see what they believe to be the Dreadnoks flying towards them. But once they are fired upon, they quickly realize it's G.I. Joe! Cobra starts firing back, and hits Big Lob's Swampfire. He pulls the pin on a grenade, and then sets the explosive on his falling vehicle. He leaps off and grabs onto Flint's Swampfire...

...whilst his own crashes into the tree and explodes, causing major damage it. It starts to fall apart, releasing the captured Joes. But the other Swampfires get shot down.

Destro and the others charge towards the Joes, but then some explosions go off behind them. The other Joes are back, and a big battle between them and Cobra begins.

Falcon explains to Hawk about how the B.E.T. must be shut down, so the Joes head off towards it. Serpentor reports on the Joe's advance, but Golobulus says they're too late. But he decides to take precaution.

He calls out to the organisms of Cobra-La, and tells them to detach and defend to the death. Many strange creatures come to life, as the Joes have to fight against a new type of enemy.

Nothing is as it seems in Cobra-La any more, as what was a bridge suddenly comes to life as a giant insect. Duke tells the Joes to head to the palace, and he, Slaughter, Jinx and Falcon make their way upwards. The other Joes remain behind, fighting the Cobra-La forces.

Hawk's group come across more giant insects, so Hawk tells the others to shut down the B.E.T., whilst he keeps this party going. Falcon, Jinx and Slaughter head on, where they see that the B.E.T. is still on. Golobulus tells Serpentor, Pythona and Nemesis Enforcer to obliterate them.

Slaughter starts fighting Nemesis Enforcer, whilst Jinx takes on Pythona. Pythona slashes Jinx's gun apart.

Serpentor rams into Falcon, telling him that his brother fell before his wrath, and so shall he! Falcon falls and get shot at, but he manages to grab onto Serpentor's chariot.

Slaughter managers to grab Nemesis Enforcer from behind, and crushes one of his wings. Pythona and Jinx battle in a fountain, as Pythona tells her opponent to prepare for eternity. Falcon climbs up the chariot, and starts choking Serpentor.

Serpentor comes to a sudden stop, and Falcon is flung off. Pythona slashes at the fountain, which is actually a living being. It collapses and dies after being sliced by Pythona.

Serpentor tells Falcon that his life has ended, and throws a snake at him. Jinx manages to throw Pythona, and she then puts on her blindfold.

Falcon suddenly gets some help from an unexpected source: Cobra Commander! He starts fighting with Serpentor's snake. Pythona runs up to Jinx, but gets hit several times. Golobulus uses his powers to create a...

...crack in the floor, separating himself and the B.E.T. from everybody else. Pythona leaps towards Jinx, but she ducks, and Pythona plummets to her doom.

Slaughter starts throwing and hitting Nemesis Enforcer several times, telling him this is for Gung-Ho, Alpine and Bazooka, Falcon, himself, Duke and the US of A! Nemesis Enforcer struggles to get up, and Slaughter tells him he makes him sick.

He picks him up by his throat and then throws him over Jinx and into the pit. Serpentor says this game is over, and starts firing at Falcon. Falcon manages to jump onto Serpentor's chariot, but then gets kicked.

Falcon falls, but grabs onto Serpentor's cape, and places part of it into a fan. Serpentor loses control of his chariot, taking himself and Falcon over the pit. Falcon falls off, whilst Serpentor smashes out of the building.

Golobulus rams into Falcon, and then breaks apart his pod, revealing his lower body is that of a snake's. He tells Falcon that he'll stain his hands with his blood, as no one defies him and lives! He picks Falcon up, and then throws him to the ground.

Falcon moves out of the way just in time as Golobulus tries to punch him. He tries to get to the broadcast energy transmitter, but Golobulus grabs him again and tells him the last thing he'll hear is the cracking of his vertebrae, one be one! Falcon sees the time worm, and picks it up...

...then stabs it into Golobulus' eye. He then gets to the B.E.T. and deactivates it.

Golobulus tells him that was heroic, and utterly futile. The pods have matured, and there is no way to stop the spores!

Golobulus returns to his pod and flies out of Cobra-La, telling G.I. Joe that they've lost. Jinx thinks they've failed, but Slaughter says not yet, and points to Falcon. Falcon turns the B.E.T. back on, and shouts that if he can rev up enough juice... Slaughter realizes he's going to try and fry those spores in space!

A massive stream of energy bursts out of Cobra-La, which spreads across space and destroys all of the spores.

Falcon realizes that the B.E.T. is going to blow, and tells Jinx and Slaughter to warn the others and get out of here. Jinx says they can't forget him, but Falcon urges them to forget him, and save themselves. Slaughter tells Falcon that they all go home, or nobody goes home! He removes his belt, and then has Jinx grab onto it. He starts swinging her around over the pit, and Jinx tells Falcon to grab her ankles.

Falcon jumps and grabs onto Jinx, and Slaughter gets them all back onto his side. The B.E.T. starts to explode, so they run out. They meet up with the rest of the Joes, who all withdraw from Cobra-La.

As the Joes retreat, Cobra-La starts to fall apart. The B.E.T. then explodes, and the Joes watch as Cobra-La is destroyed in a massive explosion.

Doc radios through to Hawk, telling him that Duke has come out of his coma. Hawk tells everyone that Duke is going to be a-ok, and they all start celebrating. Falcon and Jinx share a kiss.

As the Joes head back home, Falcon and Jinx look at the remains of Cobra-La. They then look at the sky, and Jinx says that these sparkles must be the last of the mutation spores, which are burning up in orbit. Falcon thanks his big brother, then tells Jinx it's time for them to go.