A team of G.I. Joe S.H.A.R.C.s search the Adriatic Sea to investigate Cobra activity. They attack an undersea base where Cobra has discovered a conch shell whose Siren-like song places men in a trance. Destro is captured, but the Baroness flees with the shell. Mocked by Cobra Commander, she tests the shell herself during an operation at the Alaskan pipeline, causing the Joe and Cobra men to be frozen in place but leaving the women unaffected. She then uses the shell to take over Cobra, capturing Cobra Commander and Tomax and imprisoning them at her mountain hideout.
The Baroness next stages an attack on Joe Headquarters using all-female forces. She frees Destro and leads the male Joes captive to her will. Scarlett, Lady Jaye, and Cover Girl, as well as a few Joes who were away from the base during the attack, locate the mountain hideout and form a brief alliance with Xamot, who wishes to free his brother. They attack the hideout and use a device that counters the effects of the siren song. The men return to normal, the prisoners are freed, and the Joes celebrate at Headquarters. Scarlett and Lady Jaye destroy the shell to "make the world safe" for men.
Featured Characters
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Baroness | 325 seconds | 32 lines | finding conch shell, escaping undersea base, taking command of Cobra
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Lady Jaye | 276 seconds | 25 lines | at undersea base, defending Joe HQ, attacking hideout, fleeing with Xamot, etc.
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Destro | 178 seconds | 20 lines | at undersea base, captured by Joes; freed by Baroness; at mountain hideout
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Scarlett | 116 seconds | 13 lines | at HQ when conch identified; defending Joe HQ; in Silver Mirage to attack hideout; in final scene
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Xamot | 115 seconds | 9 lines | with Cobra Cmdr; joining with Lady Jaye at mountain hideout to free Tomax
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Flint | 115 seconds | 8 lines | in S.H.A.R.C. against undersea base; entranced at Joe HQ; in final scene
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Cobra Commander | 100 seconds | 13 lines | opposing conch search; entranced and jailed by Baroness; freed by Tomax and Xamot
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Cover Girl | 97 seconds | 4 lines | in Polar Battle Bear at pipeline; defending Joe HQ; in Silver Mirage to attack hideout; in final scene
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Roadblock | 81 seconds | 1 line | in S.H.A.R.C. against undersea base; entranced at Joe HQ; in final scene
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Duke | 70 seconds | 4 lines | entranced at pipeline, training at mountain hideout; in final scene
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Tomax | 55 seconds | 3 lines | with Cobra Cmdr; entranced by conch shell and jailed by Baroness; freed by Xamot
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Maj. Bludd | 43 seconds | 5 lines | entranced at pipeline; in Rattler shot down by Lady Jaye
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Deep Six | 31 seconds | 2 lines | in S.H.A.R.C. against undersea base; entranced, training at mountain hideout
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Breaker | 19 seconds | 1 line | at HQ during pipeline alert; entranced at Joe HQ; in final scene
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Torpedo | 18 seconds | 2 lines | riding S.H.A.R.C. against undersea base
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Wild Bill | 15 seconds | 4 lines | in Dragonfly at pipeline and searching for mountain hideout; at HQ with Xamot
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Recondo | 11 seconds | 2 lines | in Dragonfly searching for mountain hideout; at HQ with Xamot
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Background Characters
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Snake Eyes | 31 seconds | | entranced at Joe HQ; in final scene
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Gung-Ho | 29 seconds | (silent) | entranced at pipeline; training at mountain hideout
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Rip Cord | 20 seconds | (silent) | in Dragonfly searching for mountain hideout; at HQ with Xamot
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Thunder | 19 seconds | (silent) | entranced at Joe HQ
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Snow Job | 15 seconds | (silent) | entranced at pipeline
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Stalker | 9 seconds | (silent) | entranced at Joe HQ; in final scene
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Zap | 8 seconds | (silent) | entranced at Joe HQ; training at mountain hideout
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Rock 'n Roll | 6 seconds | (silent) | entranced at Joe HQ
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Flash | 5 seconds | (silent) | entranced at Joe HQ; in final scene
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Clutch | 4 seconds | (silent) | entranced at Joe HQ
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Short-Fuze | 4 seconds | (silent) | entranced at Joe HQ
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Spirit | 4 seconds | (silent) | entranced at Joe HQ
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Tripwire | 4 seconds | (silent) | entranced at Joe HQ
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Ace | 3 seconds | (silent) | entranced at Joe HQ
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Grunt | 3 seconds | (silent) | entranced at Joe HQ
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Shipwreck | 3 seconds | (silent) | at Joe HQ in final scene
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Bazooka | 2 seconds | (silent) | entranced at Joe HQ (10:44, 10:49, miscolored)
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Footloose | 2 seconds | (silent) | entranced at Joe HQ (10:44-45)
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Mutt | 2 seconds | (silent) | entranced at Joe HQ (12:40-41)
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Quick Kick | 2 seconds | (silent) | entranced at Joe HQ (10:44-45, miscolored)
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Airborne | 1 second | (silent) | entranced at Joe HQ (10:44)
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Frostbite | 1 second | (silent) | entranced at Joe HQ (10:46)
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Heavy Metal | 1 second | (silent) | entranced at Joe HQ (10:46)
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Troops Appearing
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Cobra | 98 seconds | 3 lines | defending undersea base; at pipeline; attacking Joe HQ; defending mountain hideout
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Eel | 29 seconds | 2 lines | in A.S.P.s defending undersea base; outfit worn by Baroness when finding conch shell
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Greenshirt | 28 seconds | 3 lines | fighting and entranced at Joe HQ
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Crimson Guard | 25 seconds | | entranced at Enterprise Tower
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Cobra Diver | 11 seconds | | searching for conch shell
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Tele-Viper | 8 seconds | 1 line | at Enterprise Tower; preparing for attack on Joe HQ
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Snow Serpent | 7 seconds | | entranced at pipeline
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Cobra Officer | 3 seconds | | driving the Baroness's Stinger
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Vehicles Appearing
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Rattler | 52 seconds | | used to defend captured pipeline, chase Firebat, and flee mountain hideout
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Firebat | 51 seconds | | used by Lady Jaye and Xamot to escape mountain hideout
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S.H.A.R.C. | 48 seconds | | used to attack undersea base
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A.S.P. | 35 seconds | | used to defend undersea base and captured pipeline, and to attack Joe HQ
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H.I.S.S. | 31 seconds | | seen at pipeline; used to attack HQ
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Dragonfly | 26 seconds | | used to attack Cobra at pipeline and scout for mountain hideout
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Stinger | 22 seconds | | used to transmit siren song at Joe HQ
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U.S.S. Flagg | 19 seconds | | used to launch attack on undersea base
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Skystriker | 18 seconds | | flying over USS Flagg and parked on deck
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Silver Mirage | 15 seconds | | used to attack mountain hideout
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Snow Cat | 14 seconds | | used to attack Cobra at pipeline
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Polar Battle Bear | 8 seconds | | used to attack Cobra at pipeline
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S.N.A.K.E. | 8 seconds | | used to defend mountain hideout
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Trubble Bubble | 8 seconds | | used by Baroness to travel to pipeline
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Ferret | 6 seconds | | used by Xamot to attack mountain hideout
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Slugger | 6 seconds | | used to attack mountain hideout
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V.A.M.P. | 6 seconds | | used as cover during attack on Joe HQ
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F.A.N.G. | 3 seconds | | used to chase Firebat
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Viper Glider | 2 seconds | | used by Baroness to travel to Enterprise Tower (5:03-04)
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Non-Toy Characters: "blueshirts" on Flagg deck, Joes in yellow diving suits, Dr. Blackstone
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Non-Toy Equipment: Cobra hovercraft, Army truck
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