Four Sky Striker jets land as Stalker comments on thEM. Duke tells him with Cobra around; they need all that they can get. Snake Eyes glances behind him and hits the deck. Duke and Stalker follow. Duke agitated at the pilot who's flying, runs over calling out to them. The hatch opens and Scarlett reveals herself asking him "Where's your spirit of adventure". Duke helps her down and she tells him she missed him. Duke jokes with her by holding his fingers close together and telling her by that much.
Suddenly, the alarms go off. Something has been detected under their radar. It's Cobra. Major Bludd with fellow Cobra officers attacks the base destroying several of the Sky Strikers. The Joe's scramble and counter attack. Scarlett and Duke head for cover. Duke pushes Scarlett out of harms way. Scarlett asks why he just didn't yell look out. He tells her that his green sheet says he's a man of action.
Duke calls out the team and tells them they've got to get the Striker's in the air to save them. Duke & Scarlett along with several others take off in jets. Major Bludd along with several Cobra jets attempt to block their take off but the Joe team defends the base causing Cobra to retreat. Duke lands and orders a full alert.
At the Cobra citadel, a cloaked figure arrives at the doors. Cobra Commander announces he's disappointed in Destro because he is late with the shipment. Destro tells him the shipment was difficult to assemble and he lost more time climbing the mountain. Cobra Commander tells Destro that the citadel was designed for secrecy and security.
Destro reveals three substances as Cobra Commander reveals the MASS Device for them. Destro tells him that the elements will fuel the device and bring the world to its knees. Cobra Commander tells him they'll look like fools if it doesn't reach its target. Destro reassures the Cobra Commander that with the tracking devices that are being planted will guide them.
Meanwhile, General Flagg contacts Duke on short notice and tells him that he's got a job for the Joe team. Major Juanita Hooper, of the Accounting Dep't, asks General Flagg if all the proper paper work was filled out for requesting the G.I. Joe team. General Flagg tells Duke of a new space satellite that has incredible capabilities and he's got to keep it safe until the next day. Duke asks if he wants the Joe team to try a break in to test its defenses. General Flagg agrees but Major Hooper objects to the dollar amount being spent. The General asks when Duke's team can take a crack at it. Duke tells him that it can start now.
Snake Eyes jumps on board one of the trucks coming into the base. Once inside the gates, he sneaks pass 2 guards with dogs, climbs a water tower and then zip lines over to the roof top setting off his timer. Scarlett gets her signal and jumps out of the 'copter flying by. She activates her jet pack flying over the base and joins Snake Eyes activating her watch. Stalker, who's on the perimeter, starts his motorcycle up and fires through the front gates. Alarms go off as the base soldiers scramble to find out what's going on. Stalker maneuvers his cycle up a ramp, jumps off and over a tanker and drops the cycle onto some barrels. Scarlett thanks Stalker for dropping in asks if they should do their stuff. Scarlett jumps through one of the side windows.
General Flagg tells Duke that his team has failed on their first attempt. Major Hooper says that it was a ludicrous idea. Just then, Snake Eyes, Scarlett & Stalker come through the ceiling vent armed and ready. General Flagg tells them well done but it only shows that the security is adequate for three to get in. It would take dozens with heavy equipment to steal the satellite that the G.I. Joe force couldn't handle.
Major Hooper suggests that they see the satellite because the Joe's could use an education. Major Hooper tells them it's the ultimate relay star that can send and receive the most powerful energy to anywhere at any time. She then suggests that they tour the silo but the team must leave their weapons outside because it's not a combat mission. As they're not paying attention, Major Hooper takes her earring off and sticks it to the side on the satellite.
Destro prepares the Mass Device to transport the satellite but the first attempt doesn't work. Destro calls for an assault team and he transport them to the satellite to bring it out. The assault team arrives and begins to fire on the Joe team. Duke attempts to get Major Hooper out of the way but she rips her face mask of revealing her true self to be the Baroness. The Baroness joins alongside Major Bludd and the Cobra team.
Cobra pushes the Joe's outside the silo as the emergency doors close. Duke pounds of the door saying they need another way in. Scarlett tells them that they used the gantry elevators to get the satellite into the silo. They position the elevators at the foundation and open up the silo. The Joe's barge in a counter attack Cobra's attack. Several of the tanks and vehicles are ruined for Cobra's escape so they retreat behind the satellite.
Cobra Commander blames Destro for costing him dearly. Destro tells him that he's mastered the device and sets the co ordinances. Duke calls for the Baroness and Major Bludd to put down their weapons because it's over. As the two walk up, they notice the teleportation beam appearing. The Baroness tells Duke that their surrender has been cancelled and takes off with Duke pursuing. Just as he touches her, Duke gets caught in the transportation beam as the G.I. Joe team watch.
The Cobra assault team re-materializes at the Cobra citadel. Duke realizes where he's at and defends himself as Cobra troopers attack him. He fights a couple of them off but they are too much as they gang up on him. Cobra Commander orders that Duke be taken to the slave pens and prepared for sport. Destro launches the satellite into space telling Cobra Commander that as long as they have the three elements they're invincible and no one can stop them. In Paris at the Eiffel Tower, a mysterious person puts a tracking device on it.
Meanwhile back at G.I. Joe headquarters, Breaker, Stalker and Steeler look up a Nobel scientist named Dr. Vandermeer just as Cobra breaks through their transmission. Cobra Commander tells them about the Mass Device and shows the power of it by transporting the Eiffel Tower away. He demands that they've got 24 hours to beg their leaders to surrender.
Duke awakens to find he doesn't know where he is and is surrounded by a bunch people with head bands on. He asks for water and a slave girl stops. The Baroness steps up and tells him that it's no use trying to talk to them because they're mindless creatures of the Cobra organization. She tells Duke that he will be joining them after he appears in the Arena of Sport.
Several Joe helicopters fly over New England looking for Dr. Vandermeer's farm. An older gentleman is waving them down as Cobra troops hide under the trees next to the real Dr. Vandermeer who's tied up. The Joe's land and the faux Dr. welcome them as he rips off his face to be Major Bludd. Cobra comes out firing and the Joe's return fire. Scarlett & Snake Eyes hit the deck by a log pile and call in for reinforcements. Once the new ones come in, Scarlett takes off to confront Major Bludd, but as he takes aim, Snake Eyes shoves him into the pig pen. Cobra retreats.
Steeler & Breaker help the real Dr. Vandermeer out in the open. He tells them that Cobra picked his brain and stole the Mass Device secrets from him. The only force powerful enough to defeat them is to create another Mass Device. On the way back to G.I. Joe Head Quarters, Dr. Vandermeer informs them that he'll be able to start working on the new device but they've got to retrieve three extremely rare elements before Cobra does.
Elsewhere, Duke is taken from the pens as the slave girl watches. Duke is dumped into the Arena of Sport. Cobra Commander welcomes him and Duke attempts to climb up the wall to attack him. Destro uses his head band controls making Duke bow before them. Cobra Commander brings in his champion, a huge warrior that begins to attack Duke.