The Joes ally with both Cobra and the Autobots to save the world, but not everyone is following the same agenda...

Detailed summary

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The Ark is rocked by one of the first earth tremors generated by the modified Power Station Alpha. The Joes, Cobra and Autobots briefly argue about whether or not Alpha should be destroyed - the Autobots wonder if it has become an intelligent being. In the Decepticon base Shockwave predicts the destruction of Earth and orders the Decepticons to begin evacuating to Cybertron. He orders Bombshell to dispose of Dr. Mindbender in any way he pleases. But when Bombshell finds Mindbender radioing details of Alpha he is blasted by the Baroness and collapses into his insect mode. Mindbender picks it up, planning to eventually disect him, and flees with the Baroness who explains they are working with the Joes against a common foe and also to gain first hand information about the Joes' internal operations.

They arrive at Fort Lewis just after Ratchet, who asks to see the remains of Bumblebee. He is amazed to discover Bumblebee is alive and in the process of being rebuilt by Mainframe. Whilst Ratchet is warmly welcomed, the Cobras are less so. Mindbender puts Bombshell down on a work top as Mainframe explains that not much has happened so far. In the lull Mainframe decides to probe the cerebro shell recovered from Anthony Duranti. His poking causes Bombshell to transform and repeatedly convulse, all whilst unconscious.

In Washington DC Hawk ponders how he has been betrayed and taken impulsive decisions that have endangered everyone as he heads to the Pentagon. Alpha is continuing its progress so Hawk contacts the Ark. In a three way conference with Blaster and Serpentor there is still disagreement about actual destruction, but Serpentor proposes sending in a small team to attach explosives. At Fort Lewis the reconstruction of Bumblebee is complete, albeit with modifications and improvements. The Autobot declares he now wants a name with more dignity that will get him respect and chooses "Goldbug". Hawk calls in and explains the plan is to send Scarlett and the Baroness in a small vehicle to attach explosives which will be used only when everyone agrees it is necessary. Goldbug volunteers to be the vehicle. Meanwhile to prevent the Decepticons from stopping this an all out assault by G.I. Joe, Cobra and the Autobots is launched against the Decepticons' island base. In response Shockwave sends every flying Decepticon into battle and orders the Constructicons to combine and form the mighty Devastator.

Whilst Goldbug races towards the next Alpha landing point, Mainframe, Ratchet and Mindbender discuss how they can combine manipulating Bombshell's cerebro shell with Mindbender's control helmet to take control of Alpha and send it where they want. At the battle the Aerialbots form Superion who fights with Devastator whilst the other Decepticons are one by one shot down. However Shockwave is unconcerned as the main plan is proceeding. At Alpha's latest landing point the Baroness and Scarlett scale the power station and attach the explosives, but Scarlett's equipment detects that the station is leaking energies and is about to go critical. Upon completion she radios Hawk who in turn tells Mindbender to send Alpha into space where it can't harm human life. As the power station takes off, the Baroness announces that she has set the timers on the explosives to destroy it when it enters orbit, in spite of no such agreement having been reach. The station explodes in the upper atmosphere, observed by Anthony Duranti.

At the Decepticons' island Superion blasts Devastator, causing the Constructicons' couplings to fail and the super titan breaks down into his component parts. Serpentor receives word from the Baroness that Alpha has been destroyed and breaks off the alliance as Cobra flees. Blaster tells the Joes that they too can go, whilst privately thinking that the destruction of Alpha without consent makes it difficult to trust any of the humans. At Fort Lewis Mindbender sneaks away.

A few hours later Barbara Larkin is being escorted through Washington DC by two military policemen when she is shot dead by an assassin.From a nearby window the Baroness smiles and notes that another loose end has been dealt with. Elsewhere Anthony tries to convince his mother he saw an exploding star but she won't believe him. She thinks it's just his imagination again and is glad to have everything back to normal.

At Larkin's grave Hawk thinks how she was only trying to help people and never meant to harm anyone, especially him. He lays a flower as he cries.


Featured Characters

(Numbers indicate order of appearance.)

G.I. Joe Cobra Autobots Decepticons Misc

Featured Vehicles & Equipment

G.I. Joe Cobra Civilian
  • Power Station Alpha

Featured Locations

Military Misc
  • Fort Lewis
  • Washington
  • Washington, D.C.
  • The Ark
  • Decepticon base in the Florida Keys

Memorable quotes

  • None yet.

Other notes


  • On page 2 panel 3 Serpentor speaks with a Transformer speech bubble.
  • Mainframe is spelt "Main Frame".
  • The appearances of Ravage, Starscream, Skywarp and Thundercracker are all errors in the Transformers continuity as all were explicitly put out of action in earlier stories.
  • A total of seven Seekers are seen taking off from the Decepticon base but only Starscream, Thundercracker, Skywarp, Thrust and Ramjet are named. Since Dirge was killed in the previous issue, it's unclear who the other two are meant to be.
  • The Constructicon Scrapper is not mentioned when Shockwave namechecks the other five members of the team, but the drawings show him as present.
  • In "Power Struggle," Mindbender was able to control Alpha with the helmet alone, but here he apparently also needs the cerebro-shell.

Items of note

  • See G.I. Joe and the Transformers#Items of note for details on where this series takes place in the continuities of both regular comic series.
  • The issue starts with a massive infodump of Blaster and Omega Supreme telling each other the story so far. Only slightly better is Shockwave making a big speech about his Evil Plan to himself.
  • Baroness seemingly wanders into Decepticon base, takes out Bombshell with a single shot (an achievement in itself), then wanders out again with Mindbender. That's great security.
  • Similarly, the Decepticons have a massive force assembled around their base but don't bother to leave anyone guarding Alpha.
  • In the United Kingdom the story was reprinted in Transformers #277, #278, #279, #280 & #281.

Real-world references

  • No references.

Footnotes and References