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A Joe raid on a Cobra weapons stockpile in the desert ends with Storm Shadow capturing Cobra Commander, and Destro capturing General Hawk. Cobra Commander is taken to the Joes' new Headquarters, whose coordinates he sends to Destro using a hidden transmitter. During Cobra's attack on the new base, the Commander convinces Storm Shadow to help him escape. The two fly to an inner city Cobra base disguised as an abandoned building. The Joes follow and attack the base, but with Storm Shadow's help, the Joes are all captured. Hawk soon escapes, incensed at Storm Shadow despite the team's insistence that the ninja is not to blame.
Confronted by Hawk and a jealous Night Creeper Leader on the base's roof, Storm Shadow falls but is rescued by Snake Eyes. The other Joes, having also escaped, brief Hawk on Storm Shadow's ruse to find Cobra's inner city base and rescue the General. They all lead the pursuing Cobras down an alley, where they are protected by disguised Fort America emplacements. To add insult to injury, the Cobra base is served with a foreclosure notice for delinquent payments to the bank. The Joes agree to partner with the bank to help rebuild the neighborhood.
Appearing Cast and Equipment
Featured Characters
| Storm Shadow | 356 seconds | 40 lines | in Battle Cycle, capturing then freeing Cobra Cmdr, flying Locust to Cobra base
| Cobra Commander | 320 seconds | 40 lines | captured in desert and held at Joe HQ, freed by Storm Shadow, at inner city Cobra base, driving Paralyzer
| Hawk | 220 seconds | 33 lines | driving Attack Cruiser in desert, captured and held at Cobra base, fighting Storm Shadow, escaping
| Tracker | 164 seconds | 11 lines | escorting Cobra Cmdr to cell, defending new Headquarters, flying Battle Copter to attack Cobra, captured, escaping
| Destro | 138 seconds | 15 lines | capturing Hawk, at inner city Cobra base, capturing Joes in inner city and confronting them on the roof, evicted
| Major Altitude | 133 seconds | 5 lines | flying Battle Copter to attack Cobra, captured, escaping
| Scarlett | 126 seconds | 12 lines | driving Badger, at new Headquarters, flying Battle Copter to attack Cobra, captured, escaping
| Snake Eyes | 87 seconds | | flying Battle Copter to attack Cobra, captured, escaping
| Night Creeper Leader | 75 seconds | 8 lines | at inner city Cobra base, sent down garbage chute, confronting Storm Shadow
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| Background Characters
| Bullhorn | 7 seconds | 2 lines | using smokescreen to mask Fort Americas
| Dusty | 21 seconds | (silent) | defending new Headquarters, flying Battle Copter to attack Cobra
| Baroness | 18 seconds | (silent) | at inner city Cobra base
| Heavy Duty | 16 seconds | (silent) | defending new Headquarters, flying Battle Copter to attack Cobra
| Maj. Bludd | 15 seconds | (silent) | at inner city Cobra base
| Nunchuk | 13 seconds | (silent) | driving Battle Cycle in desert
| Capt. Grid-Iron | 11 seconds | (silent) | defending new Headquarters, flying Battle Copter to attack Cobra
| Grunt | 4 seconds | (silent) | using smokescreen to mask Fort Americas
| Salvo | 2 seconds | (silent) | manning Joe HQ's missile cannon (5:53, 5:57)
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| Troops Appearing
| Range-Viper | 53 seconds | | in desert base, capturing Joes in inner city and confronting them on the roof
| Flak-Viper | 42 seconds | | capturing Joes in inner city and confronting them on the roof, driving Rat in inner city
| Crimson Guard Immortal | 39 seconds | | driving Paralyzers in desert, guarding Hawk, fleeing exploding Rats, flying Liquidator, at inner city base
| Interrogator | 9 seconds | | generics in Battle Copters; colored as Headhunters, then yellow and red
| Desert Scorpion | 7 seconds | | driving Paralyzers to attack Joe HQ, driving Parasite in inner city
| B.A.T. | 3 seconds | | jumping from exploding Paralyzers during HQ attack
| Sky Creeper | 1 second | | on Cobra Cmdr's Paralyzer (18:59)
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| Vehicles Appearing
| Battle Copter | 56 seconds | | used to fly to Cobra's inner city base
| Locust | 47 seconds | | used to free Cobra Cmdr
| Paralyzer | 42 seconds | | parked in desert base, used to capture Hawk and attack Joe HQ, used to chase Joes in inner city
| Attack Cruiser | 41 seconds | | used to attack Cobra weapons stockpile, returning to new Headquarters
| Fort America | 40 seconds | | airlifted from new Headquarters, used to attack Cobra in inner city
| Battle Cycle | 27 seconds | | used to attack Cobra weapons stockpile, returning to new Headquarters
| Cobra Battle Copter | 26 seconds | | launched to attack Joe HQ, parked on roof of inner city base
| Parasite | 19 seconds | | used to evacuate desert base, driving to attack Joe HQ, used to chase Joes in inner city
| Liquidator | 16 seconds | | attacking Joe HQ
| Battle Wagon | 11 seconds | | returning to new Headquarters after desert mission
| Badger | 10 seconds | | returning to new Headquarters after desert mission
| Rat | 10 seconds | | destroyed during attack on new Headquarters, used to chase Joes in inner city
| Retaliator | 8 seconds | | airlifting Fort Americas to Cobra base
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| Non-Toy Characters: bank representative
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Misc. Notes
- On the DVDs from Shout! Factory, this episode is included in the Series 2, Season 2 set (Disc 3, Episode 1)
- First appearance: The Fort America.
- This is the only appearance in the series for the G.I. Joe Headquarters that was sold as a toy in 1992.
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