In a desperate attempt to keep Cobra functioning and solvent, Cobra Commander "packages" Zartan and the Dreadnoks as a heavy metal band called "Cold Slither" and turns them loose as Pied Pipers on America's youth.


ARAH 51 Truck

Unloading the treasury.

While standing by Firefly in the desert, Major Bludd yells at the Cobra agents unloading the three moving vans to be careful while placing the boxes of merchandise in a cave since the loot is for the funding of Cobra's next fiscal year. Cover Girl, who is driving an A.W.E. Striker, finds the cave and tells Gung-Ho, who is riding with her and armed with the vehicle's cannon, to remind her to thank intelligence for the accurate information about Cobra. The Joes attack and with the help of Ace in the seat of a Skystriker, a Slugger and several generic Joes, Cobra is quickly defeated. Major Bludd slips away and drives off into the desert on a Cobra Ferret and abandons Firefly, who calls the eye patch-wearing mercenary an "errand boy" before dashing off into the desert himself. Cover Girl, Thunder and Dusty enter the cave and are shocked by the vast fortune stolen by Cobra.

ARAH 51 Unemployed

Cobra members in line at the unemployment office

Tomax and Xamot, dressed in their business suits, explain to Cobra Commander that he is broke due to the raid by the Joes. Cobra Commander pounds the meeting table in the Extensive Enterprises office in disbelief and yells that the situation is impossible since he controls the largest criminal organization in the world, but the owners of Extensive Enterprise explain Cobra is no longer the largest criminal organization since all of his employees have filed for unemployment benefits. The twin Crimson Guard Commanders also state that Cobra Commander's creditors are demanding that he deliver $200 million in 48 hours.

ARAH 51 Joes

The Joes are ready

After a football game on television is interrupted by Cobra Commander, Duke believes that Cobra's financial backing is running on fumes. Soon, Duke and several other Joes are parachuting out of a Dragonfly and into a Cobra base. Falcon gliders sweep over the base, and inside the compound, Alpine, Bazooka and Duke find nothing but dust on the Cobra equipment. After Scarlett explains to Duke that the generator is off and Spirit states that there is not a soul in sight, Roadblock tells Duke that he has found human movement east of their position.

ARAH 51 Cutouts

Cobra member standees

As a set of doors swing open, the Joes run into Tomax and Xamot, who explain that they are escorting several bidders in an attempt to auction off the base so that Extensive Enterprises can recoup part of their investment since Cobra is now bankrupt. Tomax and Xamot also explain that they are unaware of Cobra Commander's location. However, if the Joes find him, they ask the Joes that they notify them since Cobra Commander owes Extensive Enterprises money.

ARAH 51 Peephole

Cobra Commander and Firefly looking in a peephole

While Duke knocks over several life-size cardboard cutouts of Cobra agents that are standing next to H.I.S.S. tanks, F.A.N.G. helicopters and Stingers, Firefly and Cobra Commander wear trenchcoats and sunglasses as they enter a bar called Stinky's Emporium, which is owned by Stinky, a very short man who frequently misuses words in his sentences. Stinky attempts to be friendly, but after annoying Cobra Commander, Stinky tells Guido, one of his bodyguards, to bring a case filled with $1 million. As Cobra Commander closes the case, he reiterates the terms: $1 million with a 400% interest rate per week, an interest rate Cobra Commander calls "generous." Cobra Commander begins to walk away from the table, but Stinky climbs onto the table and adds one more stipulation to the deal - he wants to see Cobra Commander's face.

ARAH 51 Stinky

Cobra Commander's mask's defense system goes off

Stinky touches Cobra Commander's mask and an electric current paralyzes him as he shouts for help. Cobra Commander punches Stinky away and the loan shark screams at his body guards, "Apprehensive them!" But the Baroness turns out the lights and the approaching bodyguards, Guido and Franky, are knocked out in the darkness. Cobra Commander and Firefly climb down a ladder and into a Water Moccasin. With the money in hand Cobra Commander asks about Major Bludd. The Baroness replies that he is preparing his resume. "He'll make a good shipping clerk," Cobra Commander notes.

ARAH 51 Lodge

Zartan's hidden lair

Destro recognizes the swampland as part of Zartan's lair and he is told by Cobra Commander that Destro's intelligence is exceeded only by his good looks, a remark that causes Destro to growl. Zartan chastises Cobra Commander for being late and adds that his charity has limits, but Cobra Commander tersely explains that he doesn't have time since there is a large amount of work ahead. With a push of a button, Zartan changes the interior of the shabby shack to a high-tech base and on Cobra Commander's orders, the Baroness explains Operation: Cold Slither. By slipping subliminal messages into a music album, Cobra will be able to lull the minds of every listener. Zartan wonders what the plan offers him. Cobra Commander opens the briefcase filled with money and tells the mercenary that he will be paid after the job has been completed.

Inside a makeup room, the Baroness applies the last dab of powder to Torch's face while Zartan and the other Dreadnoks discuss their fee: $5 an hour - an hourly wage so high that it surprises Torch! Destro then explains that the subliminal commands will be added after the video has been filmed.

ARAH 51 Lanceberg

One of the music video's early, unsuccessful takes

On the set of the video, Zartan and the Dreadnoks lipsynch the lyrics and listen to the rants of the director[1] about the video as a form of art and not exploitation. While Zartan tells Torch that they are going to tolerate the director until they are paid, a union official approaches Cobra Commander and reminds him of the union's rules regarding overtime. But Cobra Commander quickly rises from his chair, grabs the union representative by his coat and threatens him. Zartan and the Dreadnoks again play and pretend to sing, however, they begin to smash the set with their instruments and weapons. While Lanceberg screams for the camera and the mercenaries to stop, Cobra Commander kicks the director out of his chair and tells the cameramen to continue filming since the scenes of destruction are what he wants.

Cobra Commander tells Tomax and Xamot that after 20 days, the song now holds the top spot on the charts, and the Twins inform Cobra Commander that they have canceled his debt for a share of the profit. As a result, they are all partners.

ARAH 51 School

Cold Slither is popular with all ages

Kids dance in the halls of a school while "Cold Slither" is pumped out of the speakers on portable stereos and a teacher snaps a pencil and angrily wonders how she can grade papers when she is surrounded by so much awful music. As the bell for class rings, she steps out into the halls since her classroom is empty. But not one student is in sight.

At Joe headquarters, Ripcord, Torpedo, Snow Job and Bazooka play golf on a course filled with barbed wire and landmines. Bazooka swings too hard and his shot hits Gung-Ho in the head, who falls off the diving board and knocks Lady Jaye into the pool, bounces off of Barbecue's grill and lands in Alpine's salad. Alpine picks up the ball while reading a newspaper, spits it out and hotly asks if the golf ball is someone's idea of a joke, and Bazooka apologizes.

ARAH 51 Shipwreck

Shipwreck lounging while Cold Slither plays

Inside a recreation room, Shipwreck tosses a paper airplane in the air and watches it land on Breaker's helmet. While Footloose dances as the Cold Slither video is on the big screen, he tells an extremely bored Shipwreck that the sailor needs to find a hobby. But the subliminal messages creep into the Joes' brains and as the VJ explains that the band Cold Slither will be playing at a local sports arena, Shipwreck, Footloose and Breaker walk out of the room, past Torpedo, Snow Job and Ripcord, board a jeep and leave the base after smashing through a military police checkpoint.

ARAH 51 Duke

The Joes make plans

As Torpedo explains to Duke that Breaker and the other Joes were yelling "Cold Slither" several times while leaving the base, Duke states that the Joes' words sound like "Cobra stuff." Scarlett rises from her chair at the conference room table, places a hand on Duke's shoulder and kindly tells him that Cold Slither is a rock band. Slightly embarrassed, he confesses that he hasn't been keeping up with the music scene. Duke orders for the military police to be dispatched for the arrest of the AWOL Joes and for a court martial to be readied, but Torpedo asks if the punishment is a bit severe. Duke explains that even if Cobra is finished, he will not let discipline slip on the Joe team.

ARAH 51 Cold Slither

Cold Slither playing

Inside the sports arena, Cold Slither performs and the Joes and the audience are brainwashed by the subliminal messages, and even the military police officers assigned to arrest the Joes decide to stay after finding Footloose, Shipwreck and Breaker. Inside a soundproof booth near the stage, Cobra Commander decides to bend the wills of his captive audience. After Destro explains that the subliminal signal can be stopped and replaced with an audible one, Cobra Commander turns off Destro's message and the Baroness orders the people to drop to their knees and bow. But after she orders the audience to shout "All hail Destro and the Baroness," Cobra Commander tells her to stop her foolishness.

ARAH 51 Bowing

A crowd is forced to obey

Cobra Commander then occupies the television waves and asks the viewers if they know where their kids are at the moment. He then explains that their kids are with Cobra and will be returned when he is paid $100 billion. After adding that the stadium is surrounded, he tells the parents that they have two hours to pay him.

Duke pounds the table in anger at the sight of Cobra lulling the Joes into a sense of complacency. However, Lady Jaye tells Duke, Flint and Scarlett that she has an idea. Feeling that their acting gig is becoming too much like work, the Dreadnoks abandon Zartan on stage. While Zartan wonders where the band went, Cobra Commander explains to the caustic Baroness that he no longer needs Zartan or his crew.

ARAH 51 Groupies

Scarlett, Lady Jay, and Cover Girl go undercover

The Dreadnoks walk into their room and find three female fans who ecstatically shout: "Cold Slither!" Believing they have fans, the Dreadnoks happily open their arms up to the women, but they swiftly knock the men to the ground, pick up the weapons of the shocked Dreadnoks and learn from the Dreadnoks that the control room is in a soundroom near the stage. Scarlett radios Duke that they have found the control room and Cover Girl puts the Dreadnoks to sleep with sleeping gas sprayed from a perfume bottle. The Joe women enter the soundroom and quickly have Destro, the Baroness and Cobra Commander at gunpoint. As the Baroness tells Destro that his subliminal messages doesn’t have any effect on the Joes, Lady Jaye pulls out her earplugs since she can't hear what the two are talking about. "So, you knew about the subliminal messages?" asks Destro. "No, we knew your taste in music," Scarlett explains.

ARAH 51 Popcorn

In the end, Cobra has to flee

Cobra Commander pushes a button and activates a hypersonic sound that paralyzes the Joes and shatters a window, which the Cobra elite jump through in order to escape. They fall into popcorn concession stand and Cover Girl picks up a microphone and tells the crowd: "Repeat after me: Cobra Commander is a clown." The crowd chants the insult to Cobra Commander and he retreats with the Baroness and Destro. Scarlett then tells the audience that Shipwreck, Footloose and Breaker will be on KP duty for a month, and all three women begin to laugh. Duke enters the control room and suggests that he should uses the machine to create some discipline on the base. Scarlett agrees, however, she tells him that discipline shouldn't be a problem with Cobra back and adds that Duke can have the machine after she makes a few minor repairs. Scarlett then picks up a chainsaw and cuts into the control panel.

ARAH 51 AverageJoes

The Average Joe band take the stage

Footloose and his teammates are freed from the machine's control and realize that they are at a concert. Polly then demands, "We want music!" The crowd then begins to shout the demand repeatedly and Duke tells the Joes that it looks like they can go home. But Rock 'n Roll tells Duke that just sending the audience home isn't really fair since they did pay to see a concert. Duke turns to Rock 'n Roll and asks him, "Are you thinking what I think you're thinking?"

Breaker slips through the drapes on the stage and introduces the "greatest rock 'n' rollers in the land, the Average Joe band." With Duke, Footloose and Rock 'n Roll on guitars, Shipwreck on drums, Breaker on the keyboard and Scarlett, Lady Jaye and Cover Girl as the backup singers, the Joes perform a pop-rock version of the opening theme song.


Featured Characters[]

(Numbers indicate order of appearance.)

G.I. Joe Cobra Civilians

Featured Vehicles and Equipment[]

G.I. Joe Cobra

Memorable Quotes[]

"It is taking longer to dress these morons than it took to record the song."


"Excuse me, sir, but we are now into overtime and the union rules specifically state--"
"The only 'union' they should be concerned with is the one between their heads and their shoulders!"

--Union Rep and Cobra Commander

We're Cold Slither; you'll be joining us soon.
A band of vipers playin' our tune.
With an iron fist/
And a reptile hiss/
We shall rule!

We're tired of words! We've heard it before.
We're not gonna play the game no more!
Don't tell us what's right, don't tell us what's wrong!
Too late to resist, 'cause Cobra is strong.

We're Cold Slither, heavy metal machine
Through the eyes of a lizard king you will dream.
When the venom stings/
A new order brings/
Our control!



Animation and Technical Errors[]

  • As Cobra Commander pounds a conference table, the Extensive Enterprises sign behind him is misspelled "Empterprise."
  • When Firefly and Cobra Commander are leaving the pool hall, its name is misspelled as "STNIKY'S".
  • When pointing out where the Water Moccasin is going, Destro's mouth doesn't move.
  • Torch and Ripper blink out for a few frames while Cold Slither is recording their video.
  • When Torch asks how long they have to put up with the director, the hand and guitar pass back and forth through Zartan's arm.
  • When Cover Girl goes to gas the Dreadnoks with her "special perfume", she is drawn with a ponytail like Scarlett's. Her hair is still her normal color, though.
  • Shipwreck's face is miscolored at the end of the episode: his beard is flesh-colored, while the skin around his mouth is the dark brown shade of his beard.

Continuity Errors[]

  • When leaving the base, Shipwreck holds up a realistic gun, but it turns into a laser pistol after the commercial break.
  • After following the Dreadnoks off the stage, Zartan disappears for the remainder of the episode.
  • Between walking offstage and reaching the backstage hallway, the Dreadnoks instantly change from their "Cold Slither" costumes into their standard outfits. Their hair also changes back, including Buzzer's mohawk instantly becoming his long ponytail.

Miscellaneous Notes[]

  • The minimum wage in 1985 was $3.35 an hour, so $5 an hour isn't bad.
  • Destro and the Baroness remain loyal even though Destro could have easily sold his M.A.R.S. weapons to other clients.
  • The "Cold Slither" song would later show up in the form of a record played during Season 2's "Raise the Flagg!"
  • Before Shipwreck, Breaker, and Footloose are brainwashed by the subliminal message in the "Cold Slither" video and leave the room in a zombie-like walk, Shipwreck is reading a magazine called "Monster," thus creating a visual gag.
  • Cobra Commander could have abandoned the terrorist plan and instead concentrated on his business career. Controlling the music industry was more effective in winning over the youth of America.
  • The Now you know... attached to this episode involved Doc telling kids not to take medicine meant for anyone else.

Real World References[]

  • Cobra's loot includes the Mona Lisa, Aphrodite of Cyrene, and the Venus De Milo.
  • Judging by the colors of the uniforms, the football game the Joes are watching is between the San Francisco 49ers (red and gold) and the Oakland Raiders (black and silver).
  • The tour group being led by Tomax and Xamot includes Mumar Qaddafi, Fidel Castro, and the Ayatollah Khomeini


  1. The director of the music video should look familiar - it's George Landisburg, the film director who first appeared in "Lights! Camera! Cobra!"