Cobra [Snake-Eyes; Billy; Baroness (all brainwashed by Dr. Venom's brainwave scanner); Cobra Commander; Dr. Mindbender; B.A.T.S.; Destro; Dr. Venom (image on brainwave scanner); unnamed Crimson Guard (disguised as U.S. congressman); Zartan]; G.I. Joe [Hawk; Duke; Rock N Roll; Roadblock; Stalker; Mainframe; Scarlett; Wild Bill; Storm Shadow (as captured Joe prisoner)]
The Joes continue their escape with Wild Bill's help as now Storm Shadow is in tow as their prisoner. Snake-Eyes has been placed under Dr. Venom's brainwave scanner by Cobra Commander, and as Dr. Mindbender runs the program to turn Snake-Eyes, the late Dr. Venom's image appears on the scanner again. Storm Shadow vows to return to free his sword brother from Cobra, but there will be serious problems if he isn't aided, as Snake-Eyes is now a brainwashed Cobra agent. Meanwhile, Hawk begins to seek out the hidden Cobra sleeper agents inside the U.S. Government and elsewhere.