G.I. Joe [General Hawk; Dial-Tone; Stalker; Snow-Job; Quick-Kick; Outback; Lady Jaye; Flint; Roadblock; Leatherneck; Shipwreck; Doc; Tunnel Rat; Snake-Eyes; Scarlett; Psyche-Out; Jinx; Lifeline; Crankcase; Cross Country]; Storm Shadow; Billy; Blind Master; Cobra [Cobra Commander [Fred VII]; Baroness; Dr. Mindbender]; Frusenland Prime Minister Volff
The Joes return from Borovia, Flint confronts Snake-Eyes and Scarlett about their deception, Lady Jaye slugs him for it and professes her love for him. Outback is confronted by Stalker, Snow Job, and Quick Kick, and they tell him he was right to leave them behind, since their thoughts were that he escaped to tell the truth behind their capture in Borovia. Cobra unveils their master plan behind the Terror-Dromes: subliminal mind control through high frequencies that cause civil unrest, as tested in Frusenland. Storm Shadow talks to Billy about having honor and wisdom as a ninja.