G.I. Joe [General Hawk; Storm Shadow; Snake-Eyes; Scarlett; Stalker; Flint; Roadblock; Lady Jaye; Muskrat; Law; Order; Mutt; Junkyard; Spirit]; Oktober Guard [Lt. Daina; Dragonsky; Sgt. Misha; Lt. Gorky]; Town of Millville [rebellious teens; Russ; brainwashed citizens]; Cobra [Cobra Commander; Tele-Vipers; H.I.S.S. II drivers; Alley-Vipers; Iron Grenadiers [Darklon; Wild Boars (Razorback drivers); Ferrets (D.E.M.O.N. drivers)]; Tucaro Indians; Sioban O'Hara; The Jugglers
Storm Shadow blackmails the Jugglers to get Snake-Eyes a mission to get his mind off of Scarlett, who amazingly revives from her coma. The Joes and The Oktober Guard, alongside the Tucaro Indians, battle at Sierra Gordo vs. Darklon's forces. Meanwhile, in Millville, the Commander's plan to keep its citizens under the Brainwave Scanner's influence works as they shoo off Hawk when he approaches the town (making it seem like things are normal once more), and he arrests Mutt and Spirit, but as soon as they leave, the influence is reactivated by a code word (Broca).