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In Chicago, Metal-Head's efforts to steal G.I. Joe's new levitation turbine are interrupted by a visit from his Granny. After a visit to Cobra's base in Lake Michigan, he leads an attack on a train being used to test the device. With Granny's help, Metal-Head hijacks the train and brings the turbine to Cobra, where it is installed to power a new Floating Fortress.
Freefall infiltrates the Fortress and uses his knowledge of Metal-Head's fibs to his Granny to maintain cover. He is soon joined by Pathfinder as the Fortress attacks Chicago. Joe forces are unable to dent the Fortress from outside, but Granny defects and helps Freefall and Pathfinder overload the Fortress's engines.
Appearing Cast and Equipment
Featured Characters
| Metal-Head | 450 seconds | 48 lines | attacking Sky Hawk, driving Hammerhead, repeatedly foiled/bothered by Granny, hijacking train, in Floating Fortress, escaping
| Freefall | 231 seconds | 25 lines | flying Sky Hawk and Retaliator, disguised as a S.A.W.-Viper to infiltrate Cobra base
| Gnawgahyde | 201 seconds | 17 lines | tracking turbine, driving Rage, directing stampede at train, in Floating Fortress, escaping
| Pathfinder | 125 seconds | 12 lines | navigating MBB through Chicago, on train, sneaking aboard the Floating Fortress
| Capt. Grid-Iron | 123 seconds | 16 lines | driving MBB to tow turbine, on train, addressing greenshirts in Chicago, operating General
| Cobra Commander | 96 seconds | 11 lines | ordering theft of turbine, in Floating Fortress, meeting Granny, breaking into mayor's office, escaping
| Destro | 56 seconds | 5 lines | in Floating Fortress, escaping
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| Background Characters
| Bullhorn | 17 seconds | (silent) | stationed on train, in Retaliator, with assembled troops, in General missile turret
| Rampart | 15 seconds | (silent) | stationed on train, with assembled troops, in General gun turret
| Ambush | 14 seconds | (silent) | in Floating Fortress when Cobra Cmdr escapes, with Granny in final scene
| Stretcher | 14 seconds | (silent) | with assembled troops, with Grid-Iron when Fortress crashes
| Salvo | 10 seconds | (silent) | stationed on train
| Sgt. Slaughter | 8 seconds | (silent) | photo on billboard
| Scoop | 3 seconds | (silent) | with Grid-Iron when Fortress crashes
| Hawk | 1 second | (silent) | behind Granny in final scene (21:12)
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| Troops Appearing
| S.A.W.-Viper | 206 seconds | 1 line | manning Cobra base, spraying water on train, uniform worn by Freefall
| Range-Viper | 27 seconds | | guarding vehicles at Cobra base, escorting Granny, flying FANGs
| Greenshirt | 10 seconds | 1 line | assembled to defend Chicago, attacking Floating Fortress in Hammers, in General gun turrets
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| Vehicles Appearing
| Mobile Battle Bunker | 97 seconds | | used to tow turbine, chase train, and defend Chicago
| General | 45 seconds | | used to defend Chicago
| Sky Hawk | 44 seconds | | used to direct turbine through Chicago, used to attack Floating Fortress
| Rage | 34 seconds | | used to attack Mobile Battle Bunker and train
| Hammerhead | 22 seconds | | driven by Metal-Head to Cobra base, used to attack train
| Hammer | 16 seconds | | used to chase train, assembled to defend Chicago
| Retaliator | 15 seconds | | scouting above train, used to attack Floating Fortress
| F.A.N.G. II | 7 seconds | | used to attack Chicago
| Dominator | 3 seconds | | included in error among Joe vehicles in Chicago
| Locust | 1 second | | taking off from the General (16:27)
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| Non-toy characters: Granny
| Non-toy equipment: Floating Fortress
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Misc. Notes
- On the DVDs from Shout! Factory, this episode is included in the Series 2, Season 1 set (Disc 2, Episode 3)
- First appearances (in order): S.A.W.-Vipers, the Sky Patrol Sky Hawk, Hammerhead, and General.
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