G.I Joe [Flint; Sneak-Peek; Shockwave; Outback]; Iron Grenadiers [Destro; Baroness; Voltar (first appearance); Iron grenadier troopers; Nullifier pilots; Ferret (D.E.M.O.N.) drivers]; Cobra [Cobra Commander II [Fred VII]; Dr. Mindbender; Crimson Guard [Xamot; Tomax; guardsmen]; Cobra officer; W.O.R.M.S. (Maggot driver); Toxo-Vipers; Gyro-Vipers; Stinger jeep drivers; Viper troopers]
Cobra attacks Castle Destro as the Joes are nearby on recon. As the battle continues, Destro gains the upper hand, and forces Fred into an alliance with him, since the Baroness had previously told him who was under the armor, and the Joes are surprised at this decision. Of course, all the Cobras and Iron Grenadiers are happy now since they get better benefits, but Mindbender wonders who is he supposed to be loyal to now, and Baroness tells him not to figure it out, since he'll only be wasting his time.