As expected, Cobra attacks the launch of G.I. Joe's space shuttle, but the attack is a ruse to plant Zartan and the Dreadnoks on board. Defended by large robots, Cobra's leaders escape the battle, taking temporary refuge in the Crimson Twins' Enterprise Towers before relocating to a remote base hidden behind a waterfall.
As the space shuttle docks at Space Station Delta, Zartan uses creatures called Fatal Fluffies to take over the station and capture the Joes on board. He then turns the station on Joe Headquarters, firing bursts of energy that leave the base in shambles. Meanwhile, Shipwreck, Snake-Eyes, and their animal companions have followed the robots that assisted Cobra Commander and found an underground complex and subway system. Donning Cobra work outfits, they attempt to infiltrate the hidden base but are stopped at a security checkpoint.
| Featured Characters
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| Cobra Commander | 164 seconds | 23 lines | leading shuttle attack, escaping to Enterprise Tower, at waterfall base
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| Shipwreck | 163 seconds | 25 lines | in Skystriker defending shuttle, taking S.H.A.R.C. to Cobra base, disguised as Snakeling
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| Polly | 144 seconds | 3 lines | with Shipwreck defending shuttle and in S.H.A.R.C. to Cobra base
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| Snake Eyes | 127 seconds | | cornering Cobra Cmdr, taking S.H.A.R.C. to Cobra base, disguised as Snakeling
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| Tomax | 123 seconds | 10 lines | in Trubble Bubble in shuttle attack, escaping to Enterprise Tower, at waterfall base
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| Xamot | 121 seconds | 10 lines | in Trubble Bubble in shuttle attack, escaping to Enterprise Tower, at waterfall base
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| Mutt | 91 seconds | 11 lines | commanding space shuttle, captured in space station takeover
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| Timber | 77 seconds | | cornering Cobra Cmdr, with Snake Eyes in S.H.A.R.C. to Cobra base
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| Flint | 74 seconds | 13 lines | leading defense of space shuttle, chasing Destro, at Joe HQ during satellite attack
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| Destro | 65 seconds | 6 lines | leading Rattlers in shuttle attack, escaping to Enterprise Tower, at waterfall base
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| Zartan | 55 seconds | 4 lines | on shuttle disguised as Sgt. Popper, taking over Space Station Delta
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| Lady Jaye | 50 seconds | 12 lines | in Skystriker defending shuttle, chasing Destro, at Joe HQ during satellite attack
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| Roadblock | 43 seconds | 3 lines | in J.U.M.P. defending shuttle, in S.H.A.R.C., at Joe HQ during satellite attack
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| Dusty | 43 seconds | 2 lines | commanding space shuttle, captured in space station takeover
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| Breaker | 42 seconds | 3 lines | in space shuttle to Space Station Delta
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| Duke | 37 seconds | 2 lines | in command at Space Station Delta until takeover
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| Scarlett | 32 seconds | 4 lines | on Space Station Delta during takeover
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| Alpine | 27 seconds | 4 lines | in J.U.M.P. defending shuttle, at Joe HQ during satellite attack
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| Bazooka | 24 seconds | 3 lines | in J.U.M.P. defending shuttle, at Joe HQ during satellite attack
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| Gung-Ho | 20 seconds | 1 line | driving Slugger to defend shuttle, at Joe HQ during satellite attack
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| Background Characters
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| Clutch | 35 seconds | | cornering Cobra Cmdr after shuttle attack, on space station during takeover
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| Steeler | 33 seconds | (silent) | in space shuttle to Space Station Delta
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| Footloose | 32 seconds | (silent) | in J.U.M.P. defending shuttle, at Joe HQ during satellite attack
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| Junkyard | 14 seconds | | on shuttle and space station; Timber mistakenly colored as Junkyard on shore
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| Quick Kick | 14 seconds | (silent) | erroneously seen at Joe HQ during satellite attack
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| Torch | 13 seconds | 1 line | stowing away on shuttle, riding Ferret during station takeover
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| Buzzer | 13 seconds | (silent) | stowing away on shuttle, riding Ferret during station takeover
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| Ripper | 13 seconds | (silent) | stowing away on shuttle, riding Ferret during station takeover
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| Rock 'n Roll | 12 seconds | (silent) | at Joe HQ during satellite attack; Clutch mistakenly colored as RnR in one shot
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| Barbecue | 8 seconds | (silent) | at HQ during satellite attack, putting out fires at HQ
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| Wild Bill | 6 seconds | (silent) | at Joe HQ during satellite attack
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| Grunt | 3 seconds | (silent) | in J.U.M.P. defending shuttle (3:39-3:42)
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| Scrap-Iron | 3 seconds | (silent) | driving Stinger during shuttle attack
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| Ace | 1 second | (silent) | at Joe HQ during satellite attack (19:36)
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| Cover Girl | 1 second | (silent) | at Joe HQ during satellite attack (17:27)
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| Troops Appearing
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| Cobra | 11 seconds | | flanking Cobra Cmdr and flying Trubble Bubbles during shuttle attack
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| Greenshirt | 6 seconds | | in J.U.M.P.s, on foot, and driving Sluggers and V.A.M.P. II's to defend shuttle
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| Crimson Guard | 2 seconds | | operating H.I.S.S.es during shuttle attack (2:41-2:42)
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| Cobra Officer | 1 second | | in Enterprise Tower (10:56)
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| Vehicles Appearing
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| S.H.A.R.C. | 148 seconds | | used to fight water robots and follow Cobra Cmdr into Cobra base
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| Skystriker | 104 seconds | | used to defend space shuttle and pursue Destro
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| Rattler | 68 seconds | | used in shuttle attack, flown by Destro to escape Joes
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| H.I.S.S. | 67 seconds | | used to fire nets to trap space shuttle
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| Trubble Bubble | 33 seconds | | used to plant thrusters on space shuttle
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| Stinger | 27 seconds | | used in shuttle attack
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| J.U.M.P. | 21 seconds | | used to defend space shuttle
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| Mauler | 19 seconds | | used to defend space shuttle
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| Slugger | 9 seconds | | used to defend space shuttle
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| Ferret | 5 seconds | | used by Dreadnoks during takeover of Space Station Delta
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| Armadillo | 4 seconds | | used to defend space shuttle
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| Dragonfly | 3 seconds | | used to defend space shuttle
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| V.A.M.P. Mark II | 3 seconds | | used to defend space shuttle
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| Non-Toy Characters: Snakelings (Cobra factory workers)
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| Non-Toy Equipment: space shuttle, Space Station Delta, Cobra water robots, security robot
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