While Cobra Commander leads the conquest of Millville, Zarana launches a subterfuge attack on the Pit.

Detailed summary

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In Millville, NY, Cobra Commander leads a squad of Crimson Guards as they conquer the town. He tells the citizens that he is bringing "New prosperity! New jobs! New industry! New commerce! All this, coupled with an end to crime and immorality!" However there will be a curtailing of "a few insignificant personal freedoms that you won't even miss much!" Spirit and Mutt see the arrival and run to find a way to contact Hawk. Meanwhile Cobra Vipers secure the telephone exchange and the police headquarters. Outside the town Cobras disguised as policemen seal off the town and arrest drivers who are local residents. Mutt and Spirit find the phones cut off and decide to try a neighbor of Mutt's Uncle Jeff, as Mr. Terraciano is a ham radio enthusiast.

Most of the town's residents respond positively to Cobra Commander's offers but one man, a veteran, shouts that they are terrorists. Cobra Commander argues he is "as American as apple pie and Mother Hood! I believe in free enterprise, because that's the American way!" He tells the residents they just have to go into trailers to get their ID cards. The veteran tells them not too but the crowds eagerly respond. At Mr. Terraciano's house Mutt and Junkyard learn that the radio waves are jammed as well. Meanwhile Uncle Jeff spots that the trailers are receiving far more power than a desk-top computer needs and is taken inside where he is subjected to a variant of Dr. Venom's brainwave scanner.

At the Pit Lady Jaye discovers the telephones have been cut off making it impossible to call Tiff and Roxy's parents. She and Flint leave the girls in the charge of Clutch and Rock 'n Roll while they go to the petrol station down the road to try calling. Clutch and Rock 'n Roll are unsure what to do and so order the girls to head down a corridor. In the desert outside Dusty and Muskrat see a dust cloud on the horizon heading for the Pit. Dusty orders Wildcard to get the Mean Dog up and ready. The source of the dust cloud is a Python Stun commanded by Zarana, with a Python Conquest flying overhead and jamming radio waves. They plan to attack the Pit with ultrasonics to shatter the implants placed in two Joes to release psycho-active chemicals and send them berserk. Suddenly they spot the Mean Dog heading towards them. In the Pit the girls are shown the armory. Meanwhile Lady Jaye and Flint arrive at the petrol station to find Old Lou bound and gagged and the telephone lines cut. He tells them of the Cobras coming through. Lady Jaye discovers the airwaves are jammed and realizes they must get back to the Pit to warn them. In the desert the Mean Dog pursues the Stun as Zarana triggers the ultrasonic wave. The two vehicles start engaging in combat.

On the Pit Clutch and Rock 'n Roll suddenly pull guns on the girls who realize the Joes have been "taken over!" In the desert the Conquest joins in the fight and proves impossible to track on the Mean Dog's radar. Suddenly the Mobile Command Center emerges from the sand and shoots down the Conquest. The Stun continues onwards, pursued by the Mean Dog, while the Aero-Viper pilots the Conquest to crash into the Commander Center, ejecting at the last moment. The Command Center is immobilized but Steam Roller heads over to deal with the parachuting Viper. The Mean Dog has also been hit and is losing speed. On the Stun Zarana gloats that once out of sight the Stun is impossible to find because "we're completely Pythonized" but the Python Tele-Viper points out she isn't. The Silver Mirage suddenly attacks and the Stun crashes. Zarana and the Tele-Viper run for the dunes while Flint subdues the other Cobras. The Python Trooper driver confesses to the Joes about the scheme to send Clutch and Rock 'n Roll berserk and Lady Jaye and Flint head off for the Pit immediately while Dusty organizes a search time to find Zarana.

In Millville Mutt pretends to be a drunk lying in the path of a H.I.S.S. II tank, causing it to top and allowing him, Junkyard and Spirit to ambush the crew and capture the vehicle. Inside they find the veteran tied up and he explains how the other residents beat him up for trying to stop them from accepting Cobra's offers, before going into the trailers and coming out different. The H.I.S.S. II speeds on its way.

At the Pit Flint and Lady Jaye lead a squad searching for the berserk Joes but find them unconscious. Tiff and Roxy explain that they passed out when they were about to shoot the girls and Psyche-Out deduces that their minds overloaded from a conflict between their ethics and programming. The girls ask if they can go home now. In the desert Dusty is searching for the missing Cobras when they find one. They arrive to find the Tele-Viper tied up in his underwear. They are surprised but the radar can't spot anyone else. Nearby, Zarana, in the Tele-Viper's "Pythonized" uniform, smiles and runs.

In Millville the H.I.S.S. II reaches Uncle Jeff's house to see the lights on. Junkyard suddenly charges off after a cat but Spirit tells Mutt they must get his uncle out first. Inside they find Uncle Jeff and a squad of Vipers. He identifies them as Joes and orders them taken away.


Featured Characters

(Numbers indicate order of appearance.)

G.I. Joe Cobra Civilians Millville
  • Mr. Terraciano (13)
  • Police (11)
  • Residents (7)
  • Veteran (12)
  • Uncle Jeff (15)

Featured Vehicles & Equipment

G.I. Joe Cobra

Memorable quotes

"I'm as American as apple pie and motherhood! I believe in Free Enterprise, because that's the American way!! I'm not offering you handouts and welfare! I'm offering you honest work for good wages and I promise a crime-free environment!"

--Cobra Commander makes the same promises as every politician.

Other notes


  • Although the Tele-Viper is supposed to represent the Python Patrol version, his uniform is still depicted in the original 1985 coloring.
  • The H.I.S.S. II is supposed to be driven by a Track-Viper, not the Gyro-Viper seen here.
    • Additionally, the Gyro-Viper is colored purple and yellow, which comes out of nowhere.
  • When Spirit jams a chunk of wood into the H.I.S.S. to keep the canopy open, it's colored the same as the background behind him.
  • When Clutch and Rock 'n Roll pass out, Clutch's stubble disappears for one panel.

Items of note

  • First Appearances: Mobile Command Center (full appearance), Steam-Roller, Python Tele-Viper, Python Trooper
  • After months of build-up, the "brainwashing" storyline fizzles out.
  • Cobra Commander kicks a puppy.
  • Why do Mutt and Spirit wear their Joe uniforms when they're on leave?
  • The letters page includes a response from Larry Hama in which he responds to criticism of past issues for containing "less realistic" material such as "Zartan and his powers of camouflage" and "this creation of a new leader from the genes of dead men." Hama responds that in the early years of the comic his hands were tied by the animated commercials for it which were produced without his input but because of the need to match them it resulted in him having to use "a host of silly characters" such as Serpentor, Tomax and Xamot. He "drew the line at Cobra-La and a few others."
  • This is the first extra-sized story since G.I. Joe #1.[1] Since G.I. Joe #1 had an eight-page back-up, this issue is the longest continuous Joe story published in one comic.

Real-world references

  • Roxy is wearing a Star Trek hat.
    • Apparently, somebody forgot to tell Doc Bright that DC Comics had the Star Trek license at that time...
  • Clutch is wearing a "K-Otics 1987 World Tour" shirt. The K-Otics were a jam band Larry Hama was in.

Footnotes and References

  1. G.I. Joe #50 was an extra-sized issue, but it had two stories.

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