When an orphanage is damaged in battle, the Joes assist in repairing it. Shipwreck keeps the children occupied by telling them a fairy tale as only he could.
The episode starts at a place called the MacGuffin Laboratory, where three trucks smash into an outer hallway, almost hitting a janitor. Cobra Strato-Vipers exit the vehicles and barge into one room, where one researcher presses a silent alarm.
The alarm reaches Joe HQ, and Beachhead dispatches a team, which speeds off. Along the way, the Joes are seen by a nearby orphanage. At the lab, the Strato-Vipers are just about to leave when the Joes appear and begin attacking, causing them to show that the trucks were carrying Firebats.
Shipwreck asks Beachhead what the MacGuffin device is, but is rebuffed, prompting him to remark that Beachhead doesn't know either. In order to delay them, B.A.T.s are deployed, which stop one Armadillo and a H.A.V.O.C, while two Strato-Vipers place the MacGuffin device in a cargo pod on one of the Firebats.
Orphan Jenny wishes that someone would tell her a bedtime story.
After firing on the jet, the device falls into a forest, and the jet falls into the orphanage, the last two occupants of which are saved due to the efforts of Lift-Ticket and Lifeline.
The two Strato-Vipers return to the Terror Drome, and are prematurely congratulated by Cobra Commander before the two blame each other for losing the device, and the Commander shoves their heads together.
The breath mint/candy mint debate takes a serious turn.
The next day, Shipwreck arrives with building material and tells them G.I. Joe will restore the house. Meanwhile, Cobra Commander orders Zartan to recover the device from the forest. He agrees, but the others are in a "debate", so he says he will go alone, and throw a dart, which sets a straw dummy of the Commander ablaze.
While most of the Joes are working, Shipwreck only causes problems for Leatherneck, Wet-Suit, and Beachhead, who force him to quit. He finds an out of the way corner, lying down for a nap, revealing to Polly, his pet parrot that this was his intent all along. Just as he is about to doze off, one of the kids finds him and sees right through his attempts to backpedal away from taking a nap. She agrees not to tell anyone on the condition that he tells her a story. Not having much experience with storytelling, he decides to make one up, much to Polly's embarrassment.
Da Duke, in Shipwreck's story.
He tells of super-deformed versions of Duke, himself, Leatherneck, and Wet-Suit, who all live in an army boot.
"Da Duke" informs his "three sons, Leatherhead, Frog-Face, and Shipshape" that they are out of food. After the first two are dispatched by a big bad Cobra, and an evil fairy step-mother(based on Zarana), Shipwreck, and Jenny, one of the orphans are joined by more.
Shipshape, in Shipwreck's story.
Getting back to his story, Shipshape is forced to enter an evil giant's hamburger mine. After opening it's door, he is captured and locked in a cage, but freed by three princesses (based on Scarlett, Lady Jaye, and Cover-Girl).
After a chase scene, Leatherneck interrupts and hands Shipwreck a metal detector to look for dud rockets in the forest. Once there, Shipwreck finds the device, but Zartan finds him. Soon after, the Joes find Zartan's Swampfire, forcing him to disguise himself as Shipwreck.
Back with the kids, Leatherneck's version of the three little pigs is proving no match for Shipwreck's story, causing Jenny to look for Shipwreck. Instead she finds Zartan (disguised as Shipwreck), who tells her to leave before Beachhead appears, forcing him to tell the real Shipwreck's story, which he changes to reflect a Cobra ideology. Jenny leaves to tell Beachhead, but he is too busy.
Polly, meanwhile is having the same problem, so Jenny and Polly find Shipwreck together. Once the two find the real Shipwreck, they all return to the orphanage. Zartan takes another orphan, Bobby, hostage. Three Nightravens, lead by Dr. Mindbender, appear and bomb the construction site.
The MacGuffin device makes the characters from Shipwreck's mind able to interact with the real world.
Shipwreck overpowers Zartan before he can escape in the Nightraven's minishuttle, and gets back his uniform and the MacGuffin device, which he is forced to activate. Doing so causes the good guy characters of his story to damage the Cobra jets and hit Mindbender with two pies.
The episode ends with Shipwreck ending the story while Beachhead and Lifeline watch.
