|BriefSynopsis=Cobra sends Zartan's sister to sabotage the Joes, but someone delays her in an unexpected way.

|Synopsis1= The episode starts with some of the naval warfare Joes lounging around on a floating platform while on a mission to recover an anti-matter powered space probe, which Cobra also wants.

After the direct approach fails, the Dreadnoks are called in. First is Zandar, who is spotted by Low-Light. After he retreats, Zarana mocks him and goes herself, disguised as an Army Sgt. named Carol Weidler.

She is assigned to assist tech expert Mainframe, who gives a rude introduction before he notices who he's speaking to. Back at the sea-rig, Wetsuit discovers that the robot subs he and the other three are in charge of have lost their programming after he had them attack Cobra at the beginning.

Afterwards, "Sgt. Weidler" reports in to Zartan during her break to explain that Mainframe is interfering, and is told to get rid of him. Her first attempt is by causing a collapse of several containers, only for him to save her when it backfires.

In doing so, she receives the first compliment of her life, and gets invited to dinner by him. We then see Cobra Commander report a delay to his new superior, Serpentor. After the Commander tells Zartan to speed things up, we see Zarana and Mainframe at a diner, where she wards off a comment by Leatherneck.

After the pair sits down, she gets a warning by Zartan, disguised as a waiter, only for Mainframe to tell him off and get back handed. Starting a fight where he gets exposed, after almost being caught by Gung-Ho, the Dreadnoks move in and retrieve him.

After getting back to base, Zarana tries to bump Mainframe off three times, only for it go awry when he mistakes the third attempt for her trying to kiss him, which gives her the idea to taser him.

Once he's out, Zarana manages to reprogram the Joe mini-subs to attack the sea-rig and signal for her extraction. However, when Zartan leaves a bomb on top of Mainframe, Zarana tasers him and returns for the Joe, in which she fakes her death for everyone but Mainframe, who she exposes herself too.

Despite this, he lets her escape. Much later, Serpentor sends an aerial carrier to steal the probe, only for a battle to occur, in which the probe, the Cobra carrier, and the USS Flagg are all lost.

Later, Mainframe is seen in the infirmary, where after speaking with Duke, looks at a full moon, which Zarana also sees after being mocked by the Dreadnoks, who she shoots at.


Featured Characters

(Numbers indicate order of appearance.)

G.I. Joe Cobra Civilians

Featured Vehicles & Equipment

G.I. Joe Cobra

|MemorableQuotes1= "Sit down and shut up. I'll be with you when I'm good and ready."

--Mainframe meets "Sgt. Carol Weidler".

"Leave. Before I completely regain my senses."

--Mainframe upon discovering the true identity of Carol Weidler.

"Now that's whatcha call yer real big budget spectacular finish!"

--Shipwreck seeing the Flagg sink off the coast of San Diego, California.


  • As Mainframe meets Beachhead, who is guarding the Top Secret computer room, Beachhead is masked. Suddenly, he is unmasked. Immediately thereafter, he is masked again when allowing Carol Weidler and Mainframe in the Top Secret computer room.
  • Wet-Suit's uniform changes from the usual teal to the generic orange & black wetsuit when he sits down to fire the missiles on the battle platform.
  • When the Joes suit up for battle, Torpedo wears the same uniform as Wet-Suit instead of his usual navy blue wetsuit.

|Errors1=*Zartan runs over Beachhead with his Ferret ATV, a move that would leave the Joe with severe injuries, if not outright dead.

  • Ferret ATVs can plow through titanium steel walls without destroying the vehicle or killing the driver? Really?!?

|ItemsOfNote1=*Apparently there are different levels of security at Joe HQ, as Mainframe is cleared for "Top Secret" access but "Sgt. Carol Weidler" is only cleared for "Secret" access.

    • "Secret" and "Top Secret" are realistic Military Security Classification Levels. However, neither Beachhead, nor Mainframe would EVER let a soldier with only Secret clearance into a Top Secret Area, this would signal an automatic Court Martial for all three (3) of them, followed by a subsequent term in a Military Prison, eventually leading to a guaranteed Dishonorable Discharge from the Military.
    • Not to mention that the "Regulation-Pounding" Beachhead would NEVER allow this break in Procedure to occur, unless General Hawk, Duke, or Flint specifically and personally ordered him to "stand-down".
  • The sequel to this episode is "Raise the Flagg!".
  • Mainframe did a tour of duty in Vietnam before working in Silicon Valley for a stretch; he is also divorced.
  • Sci-Fi is shown to have light brown hair.


  • Vietnam
  • Silicon Valley



I'm just not seeing the big picture!!!

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