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 MacGuffn 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 cargopod on one of the Firebats.

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 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 before one of the kids finds him and asks for a story, not having much experience, he makes one up.

He tells of super-deformed versions of Duke, himself, Leatherneck, and Wet-Suit, who all live in an army boot. "Diduke" 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(An S.D. Zarana), Shipwreck, and Jenny, one of the orphans are joined by more.

Getting back to it, 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 princess's (S.D. 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, he finds the device, but Zartan finds him, but the Joes find his 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 the one before, causing Jenny to look for Shipwreck, but she finds Zartan instead, who tells her to leave before Beachhead appears, forcing him to tell the story, which he changes after asking where it was left off at, so Jenny leaves to tell Beachhead, but he is too busy.

Polly, meanwhile is having the same problem, so the two find Shipwreck together, once the real one shows up, Zartan takes another orphan, bobby, hostage. Three Nightravens, lead by Dr. Mindbender appear and bomb the construction site.

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.


Featured Characters

(Numbers indicate order of appearance.)

G.I. Joe Cobra

Featured Vehicles & Equipment

G.I. Joe Cobra Civilian
  • Generic truck

Memorable quotes

"Hey, what's a MacGuffin device?"
"Top secret, swabby."
"Heheh, so you don't know either, huh?"
--Shipwreck and Beachhead mid-battle banter.

"Great shooting, Shipwreck, you just shot down an orphanage."

"Hamburger mine?"
--Bobby has a bit of a problem with the fairy-tale's premise.


Animation and technical errors

  • Beachhead is seen a couple times without his tactical vest and his balaclava replaced by a wool cap.
  • After disguising himself as Shipwreck, Zartan's mouth moves to match Bobby's words as he explains where the former's story left off.

Continuity errors

  • Why would the giant want to eat Shipshape if he already has a hamburger mine?
  • A hamburger mine? That just doesn't make any sense.

Micellaneous notes

  • A Dragonfly is seen for one instant during the Joes attack at the lab. Was that a mistake?
  • B.A.T.'s are able to lift, and throw an Armadillo.
  • How did Lifeline know there where two kids left in the house?
  • A sign for the orphanage, which was only seen backwards, reads Sunnydale Orphanage.

Real-world references

  • The "breathmint... candymint" argument parodies Miller Lite's "Great Taste... Less Filling!" ad campaign.
  • In the fairy-tale "Shipshape" is seen about to eat a can of spinach, a la Popeye.


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

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