G.I. Joe [Hawk; Snake-Eyes; Scarlett; Wild Bill; Doc; Clutch; Rock 'N Roll; Steeler; Stalker; Ace]; Billy; Cobra [Cobra Commander; Dreadnoks [Zartan (leader); Buzzer; Ripper; Torch]; Crimson Guard [Fred I]; Destro; Baroness; Major Bludd; Firefly; Cobra Soldiers]
Zartan believes McGuire Air Force base is the Joes' headquarters and infiltrates to confirm, causing the Commander to recall the Guard agent surveilling Ft. Wadsworth (home of the Pit). Hawk is tipped off when the Joes at McGuire return and see the real deal there, causing an assault force to be sent to McGuire to repel any attack. The Joes defend the base when the Dreadnoks attack instead of just making an opening for the Cobra strike force, spoiling the element of surprise. Billy is caught looking into Cobra documents by the Baroness and Bludd and offer him a spot in the resistance.