At Cobra Island the terrorists continue to tinker with their Transformer captives. Meanwhile, Gi-Joe are in training for the coming conflict, and Snake Eyes reveals his funky new get up. Back at the island, Destro turns up, and after a bit of flirting with the ever-radiant Baroness, he is shown Cobra Commander's robot wares...
The Man of Iron rises and scares away the military presence at the castle, but is killed by Thundercracker. The Autobots and Decepticons fight over the castle, with the Autobots winning. They are then forced to destroy the rescue shuttle for fear that its existence will further endanger human lives.
Destro likes what he sees and decides to test out Soundwave and the cassettes in an attack on Gi-Joe HQ. There the Transformers cause much carnage, but naturally, as Image have the rights to the Joe franchise, the GI's kick some robo-ass (sigh). Then Bumblebee and Wheeljack intervene (who are the only two Transformers not reprogrammed by Cobra) and they see off the marauding Cobras/'cons. They make friends with the Joes and Wheeljack uses his technical wizardry to reactivate the other Transformers in captivity.
Starscream plots against Megatron, and appears to kill Ravage when he finds him spying on him. Meanwhile Brawn is in an electrical accident and become hostile to the Autobots. Starscream attacks an air base to flush out the Autobots and prove he is a true leader.