Whilst Hot Spot battles to prevent Cobra using Cyberton technology, Megatron is confronted by an old soldier and a young one.

Issue summary

Note: Events follow on from those in G.I. Joe #142.

Scarlett, Snake-Eyes, Cobra Commander and Hot Spot watch as the Ark flies away. All have failed to secure their goal but Cobra Commander still has the Cybertron technology Megatron gave him to develop new weapons for arms sales. On board the Ark Megatron revels in triumph at defeating all his foes and plans to retake the leadership of the Decepticons. His prisoner, Dr. Biggles-Jones, feels very vulnerable and alone. Then she spots Spike Witwicky watching from the shadows. Spike thinks to himself that he cannot keep blaming himself but instead must do something after just watching since he came on board.[1] He runs down a corridor and opens a storage room where he finds Fortress Maximus - but the Autobot's body lies shattered.

A Cobra convoy leaves Millville carrying the Cybertron technology. It is observed by Hot Spot who realises it could affect the development of the human race and cause chaos so following his orders from Optimus Prime he transforms to fire engine mode and rolls out. On the Ark Spike has activated Fortress Maximus's self-repair system and donned his own armour which is intact but worries that his Autobot partner will at best be just mobile. Suddenly a robot puts a run to his head. Meanwhile Hot Spot attacks the convoy, taking out several H.I.S.S. tanks but is hit and his damage control systems are only able to keep it in check.

On the Ark Spike explains to Skydive that he is Fortress Maximus's Headmaster companion as the two combine. Skydive tells Fortress Maximus how the Joes got him on board with his systems deactivated on a time switch. In another chamber Megatron is performing reconstruction surgery on another Transformer, despite "the legacy of hatred and treachery" but feels he needs all he can get. Fortress Maximus staggers into the chamber and raises his gun but Megatron had detected him and is prepared, firing and damaging the Autobot then pummelling him. On the ground Hot Spot has reached the truck containing the Cybertron technology but is severely weakened. A mobile gun battery is about to fire when Snake-Eyes kills the gun operator. Hawk orders him to buy Hot Spot some time and Snake-Eyes leaps on to attack the rest of the Cobras.

On the Ark Megatron continues tearing into Fortress Maximus who is mentally asked by Spike if he is willing to die to stop the Decepticon as Spike isn't sure he is. Skydive suddenly flies in with Biggles-Jones in his cockpit and attacks, even though Fortress Maximus ordered him to get her out. Using the distraction Fortress Maximus limps away for his plan. On the ground Hot Spot's systems are failing as he finally knocks the truck off the road where it crashes and explodes. But Cobra Commander approaches with two H.I.S.S. tanks, determined to strip down the Autobot and use his technology. Hot Spot is too weak to fight but under clear orders to ensure none of their technology falls into Cobra hands. He activates his self-destruct mechanism. On the Ark Fortress Maximus has reached the ship's anti-matter conversion chamber. He tells Spike to set him in motion and get clear, but Spike responds there is no guarantee a headless Fortress Maximus will penetrate the containment shield around the core and Megatron must be stopped. Together they smash into the core. Megatron immediately detects that something has contaminated the anti-matter stream and realises he has just seconds. Skydive flees the Ark just before it explodes.

Later on the ground Skydive learns that Hot Spot also died and hopes that when his own time comes he will be "as strong as Fortress Maximus and Hotspot were today!" He and Hawk salute the fallen.

Featured Characters

G.I. Joe Cobra Autobots Decepticons Others

Featured Vehicles & Equipment

G.I. Joe Cobra


  • Although scale is inconsistent for the Transformers and many of the robots radically change height between appearances, Fortress Maximus is especially noticeably small in this issue.
  • Spike transforms directly into the head of Fortress Maximus when he actually transforms into the head of the medium sized robot Cerebros who in turn transforms into the head of Fortress Maximus.

Items of note

  • The Transformer Megatron is reviving is shown later in the series to be Starscream. He cannot be the Unknown Decepticon who appeared in silhouette in G.I. Joe #138.
  • This issue also contained a second Transformers story entitled "Ghosts" which originally appeared in a promotional comic for the series.


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