Cobra seizes control of a new satellite for use with a new transportation device, and Duke is captured in the attempt. The G.I. Joe team learns that they must build their own device to defeat Cobra.

The Joes travel to the arctic to retrieve rare minerals to fuel their MASS device, but Cobra ambushes them, and Snake Eyes is presumed dead. Duke manages to escape the Cobra base with the help of a slave girl, but he is injured and cannot remember the base's location.

Snake Eyes returns home with the help of a wolf and a blind man. The Joes and Cobras battling for undersea elements must join forces to escape giant tubeworms on the ocean floor.

Destro returns to Cobra base and seizes control of the operation from the Commander. The now-captured Scarlett and the slave girl organize a slave revolt. Duke's memories under sensory deprivation lead the Joes to the Cobra base where a final battle takes place. Cobra Commander is captured and taken to prison, but Destro escapes. The battle is over but not the war!

Extensive Enterprises uses biker gangs to terrorize Red Rocket diners, then buys them back at a lower price and replaces the diners' rocket props with real rockets. But Roadblock's family, unaware of EE's connections to Cobra, refuses to sell their restaurant.

When Cobra uses a tractor beam to steal a spy satellite recently placed in space by the Joes, Breaker forces the satellite to crash in the jungles of Africa, but a tribe of hominid Primords complicates Joe and Cobra's efforts to recover the technology.

Mutt, Junkyard, & Ripcord are kidnapped by Cobra, so that the evil scientist, Dr. Lucifer, can test his new invention, High Freq, a device which controls the minds of animals and insects, on Junkyard. Cobra use it to gain control of an army of animals to take over the world, and send Junkyard hunting after Mutt. In exchange for High Freq, Cobra agrees to break Dr. Lucifer's love, Dr. Attilla, out of jail. GI Joe learns of this, and has Scarlett pose as Attilla, but it's obvious to Lucifer she is not Attilla, and Scarlett is captured. Snake-Eyes and Spirit come to the rescue, using Timber and Freedom to sneak into Cobra's jungle castle and rescue Ripcord and Scarlet, and stop High Freq.

Movie producer wants the real G.I. Joes to star in his movie about them after finding actors to be too unrealistic.