Flint, Baroness, Lady Jaye and Cobra Commander are kidnapped by a madman for his amusement.


Something about this seems familiar...

Two holographic robots try to defeat one another with a sword and a shield, until finally the red robot disarms the blue robot and thrusts his sword into his opponent's chest. The player, a large man with a bald head and a beard, says he's bored and wants to play a new game - one where real people fight for their lives, but he can play without getting hurt. He asks his opponent, Koko, what he thinks of the idea, and Koko - a robotic clown doll - replies "Boring!"

The Gamesmaster says that first he has to catch some players, and the scene shifts to Flint driving a red convertible down the street. He pulls into his apartment building and into the elevator, which is pulled out of the shaft by a helicopter with Koko at the controls.

Next the Gamesmaster spies on Lady Jaye, incorrectly guessing which dress she will choose to try on. When she goes into the dressing room and strips down, a box labelled "couch" closes around her, and two wind-up delivery men carry her away.

The Baroness, clad in a bikini, relaxes in a jacuzzi beneath a large sunlamp. The lamp goes out and drops onto the tank like a lid, and a robotic nurse wheels her away.

Destro enjoys his bobblehead collection.

Cobra Commander is observing the troops when a trapdoor opens beneath his feet. A duplicate pops into place just before Destro walks onto the stage, chiding the Commander for indulging in such a useless display. Getting no answer, Destro taps Cobra Commander on the shoulder, and the decoy's head pops off on a spring. Destro calls for security as four robot clowns, dressed as Snow Serpents, wheel the Commander away, hidden in the body of a missile.

Back at G.I. Joe Headquarters, Gung-Ho complains that it's not like Flint and Lady Jaye to run off without telling anyone. Duke is worried, and Scarlett concludes that Cobra is responsible... just as Destro reaches the opposite conclusion. Zartan accuses Destro of trying to stage a coup, which the arms dealer rejects as a ridiculous idea.

Flint chose the perfect spot to stand.

On an island with snow-covered peaks and inside a house blanketed with crossword puzzles on the outside wall, Flint, Lady Jaye, Cobra Commander and the Baroness cover their ears as an extremely loud cuckoo clock chirps. Everyone climbs out of their enormous crib filled with stuffed animals and listens to the unseen Gamesmaster welcome them to his very simple game, where the winner is the one who finds the helicopter on the island and flies away. Flint asks what happens to the losers, and the Gamesmaster, giggling, says they die.[1]

Do not aim at face.

Toy soldiers run into the room, kneel and aim their weapons at the four prisoners. Cobra Commander shouts for someone to do something. Moments before the toy soldiers fire, Flint yells at everyone to dive to the ground. The shots strike a glass window and Flint tells everyone to evacuate since the toys are not using toy ammo. While the Baroness, Flint and Lady Jaye, move through the broken window and over a hill nimbly, Cobra Commander falls out the window and tumbles down the hill, amusing everyone, and he yells at them to be silent. The Joes and Cobras decide to go their separate ways.

Ace prepares to take on four H.I.S.S. tanks with only a pistol.

Ace radios Breaker that he is flying over Greenland and is told to keep his eyes open for Cobra's forces. A Snowseprent spots Ace and Cobra missiles strike the Skystriker. Parachuting to safety, Ace tells himself that the destroyed plane was the third one in the past month and that Duke will be quite upset. Ace pulls off his helmet, pulls out a gun and begins to walk into the misty land ahead of him. However, he is soon surrounded by four H.I.S.S. tanks, so he drops his helmet and gun and tells Destro that he gets the message.

Lady Jaye and Cobra Commander can only watch helplessly as Flint and the Baroness give in to their passions.

As Flint and Lady Jaye stroll around the island, they learn that the shrubbery is made of candy and marshmallows. But as soon as Lady Jaye stops to smell a bonbon berry bush, Cobra Commander uses a candy cane to hook Lady Jaye and pull her into a pool. Cobra Commander and the Baroness pick up shorter sticks and rush Flint, but he swats the Cobras aside and knocks Cobra Commander into the same pool as Lady Jaye, who yells at the fighting Baroness and Flint that they are sinking in caramel. Cobra Commander yells that it is not caramel they are sinking in but butterscotch. The Baroness and Flint agree to rescue their foes and Cobra Commander declares the whole experience disgusting.

Under a crescent moon, Duke, Gung-Ho and unnamed Joe emerge from the water, walk onto shore and remove a tarp covering an A.W.E. Striker. Gung-Ho climbs aboard and picks up his gun. "All right! Scarlett remembered to pack Baby!" he says, looking at his gun.[2] The Joes drive off into the swamp and literally drop into Zartan's laboratory with three other Joes. Zartan and the techs immediately raise their hands and Cobra's Master of Disguise begs them not to shoot otherwise they might hit the vials, which are filled with a deadly swamp flu.

...and now there's a dragon, apparently. Sure, why not?

Back in the Gamesmaster's lair, the mastermind watches Flint try to make a plan of attack with Cobra Commander, whose paranoia leads him to distrust everything the Joe says. Suddenly, a robot dragon lumbers toward the prisoners and attempts to burn them with flames shooting from its nostrils. The four evade the fire and retreat, but Cobra Commander falls down and cries for help. Flint stops and runs back toward the dragon telling a protesting Lady Jaye that G.I. Joe is dedicated to saving lives - even Cobra Commander's. He throws a rock at the dragon's head, causing it to turn and look at him.

The dragon fires a blast of fire toward the Joe, who dodges the flames but falls to the ground. Biting the clump of land Flint is on with its mouth, the dragon chews the dirt and drops the remains from a bone-cracking height. Flint falls to the ground and mechanical pallbearers place Flint in a casket and carry him away. As a plane flies overhead trailing a banner reading "One down three to go," Lady Jaye states that none of this can be happening with teary eyes turned to the sky. The Baroness places a hand on her shoulder and tells her that Flint was a good fighter and that she should not think of sorrow, only revenge on the accursed Gamesmaster.

Tele-Vipers tell the best knock-knock jokes.

In a snowy mountain base where white Cobra H.I.S.S. tanks flow in and out of a tunnel with a Cobra-shaped entrance, Destro threatens Ace to tell him where Cobra Commander can be found or he will use extreme measures. Ace tells Destro that he doesn't know anything about the missing Cobra agents and then demands that Cobra release Flint and Lady Jaye. Confused, Destro then receives a note from a Tele-Viper who explains that Zartan has been captured by the Joes (which causes Destro to laugh) and that the Joes will trade Zartan for Flint and Lady Jaye.

Gung-Ho threatens Zartan to confess the location of the missing Joes or he will force Zartan to drink a vial of swamp flu. Zartan asks about his rights but Gung-Ho only pushes the test tube filed with a green fluid into Zartan's face and says, "talk or drink." As Zartan begs to be shot rather than forced to sip the water and Duke orders Gung-Ho to give their foe a swig, Destro appears on a screen and explains that a third party is responsible for their missing personnel. Duke asks why they should believe and trust Destro. Ordering a trio of Crimson Guards who rush up behind the Joes to lower their weapons, Duke decides to trust Destro.

Near the Gamesmaster's house, the pallbearers stop at a grave and Flint swings open the lid to the coffin, leaps out and tackles all six of the robots into the grave. Tossing a wreath made of pink flowers, Flint tells the broken robots, "Rust in peace."

Even Cobra Commander is smart enough not to get in the middle of a catfight.

Cobra Commander mutters to himself about being in a jungle thousands of miles and feeling miserable and the Baroness and Lady Jaye discover the helicopter. Cobra Commander rushes forward to fly the helicopter after telling Lady Jaye that he would leave two defenseless women on their own, but he is tackled to the ground by the Baroness. Lady Jaye tries to run to the helicopter, but her foot is caught by Cobra Commander. As the three players in the Gamesmaster's game argue and fight one another, the Gamesmaster drives a large lawnmower over the helicopter via remote control.

As the Gamesmaster laughs while watching the lawnmower chase the Baroness, Lady Jaye and Cobra Commander, Koko begins to laugh. Commenting that it has been such a long time since he has heard his companion laugh, the Gamesmaster turns around and sees Flint pointing at him and telling him to turn off the game. Angrily, the Gamesmaster rises from his chair, revealing his true size: easily twice as tall as Flint.

Worst Pieta ever.

Flint is grabbed by the Gamesmaster and thrown against a wall, but he recovers, runs at the Gamesmaster but bounces off the huge man's gut and is slammed against the wall again. Catching sight of Lady Jaye on the monitor Flint rushes toward the control panel and tries to stop the lawnmower. Before he is attacked by the Gamesmaster again, Flint uses a judo throw to topple the giant onto the laughing Koko, who is destroyed. Flint pushes more buttons, rips the joystick off the control pad and stops the lawnmower. Kicking his feet and pounding the ground with his fists while on his back, the Gamesmaster declares that Flint cheated and then quickly escapes.

Hey look, we're in this episode, too!

Flint radios Joes headquarters and tells the Joes to zero in on his signal before it goes dead. Breaker loses contact with Flint, but finds out where he is located. Duke orders a strike force to be dispatched and tells Breaker to contact Cobra since they did make a deal.

Rattlers and Skystrikers converge on the Gamesmaster's island and the defenses are activated. Toy bi-planes, battleships and missiles are launched. As Ace knocks out a ship in the Gamesmaster's harbor, Duke and Destro destroy the missile launchers. Cobra and Joe forces parachute from the transport planes and attack the ground forces on the island.

Zartan and Scarlett dodge the shots by toys and toss grenades at their foes and destroy them. Laughing with satisfaction, Zartan helps Scarlett up from the ground and tells her that she is a great fighter. Placing a hand on her hip, she replies, "The competition keeps us in shape."

Not an animation error (for once).

Inside the control room, the Gamesmaster blames Flint since all of his toys are broken, however, before the Gamesmaster attacks Flint, a door is destroyed by Duke, Destro, Gung-Ho and several Cobra agents. The Gamesmaster flees and the robots holding Flint attack the Joes and Cobras, but are promptly blown to bits. Flint tells Duke where the bald maniac went and Duke leads several Cobras and Gung-Ho in a chase while Flint shows Destro that Cobra Commander and the Baroness really are knee-deep in a marshmallow swamp, a sight that causes Destro to throw back his head and laugh.

Be glad they don't just arrest you right now, Commander.

Several of the Joes and Cobras chase the Gamesmaster, however, he escapes aboard a slingshot-launched flying saucer and promises revenge as he flies away.

Admist the wreckage of the toy soldiers, Cobra Commander tells the Joes that if they were to combine their forces they would be an unbeatable force. Flint points out they were nearly defeated by toys, angering Cobra Commander. Once again, his paranoia gets the better of him, and he begins arguing with Flint over who will leave the island first.


Featured Characters

(Numbers indicate order of appearance.)

G.I. Joe Cobra Civilians
  • Gamesmaster (1)
  • Koko (2)

Featured Vehicles & Equipment

G.I. Joe Cobra Civilian Gamesmaster
  • Flint's red convertible
  • Grey helicopter
  • Biplane
  • Giant lawnmower
  • Gunboats
  • Hydrolic missile works
  • Metal dinosaur
  • One-man escape copter
  • Slingshot escape vehicle
  • Toy soldiers


"This is Lady Jaye. Clothes are like candy to her!"

--Yeah, Gamesmaster, Lady Jaye is a real girly girl.

"You get Lady Jaye out first, you might double-team me. If I get the Commander out first, we will definitely jump you."

--The Baroness sure knows how to have fun at a party!

"We find the helicopter, and I fly it to safety. Then I will immediately dispatch troops to rescue you."
"Oooh, even I cannot svallow that one."

--Cobra Commander can't even get The Baroness to back him up.

"There will be another game, Joe and Cobra! And next time, I will win!"

--So says Gamesmaster, the villain who never appears again.


Animation and technical errors

  • The H.I.S.S tank shown during the parade for Cobra Commander (before he was kidnapped) and during the initial Ace capture have double driver compartment canopy panes (with a reinforcement strut down the middle). However, after Destro pops out of H.I.S.S hatch during Ace's capture, the driver compartment canopy returns to the more toy correct single window pane.
  • In the far away shot, the Cobra Commander doll has eyes, but they disappear when the camera zooms in.
  • While Gung-Ho is sitting at the table, his tattoo is missing.
  • The red and black sections of the Baroness' bikini change back and forth several times.
  • After being shotdown, Ace's pistol changes from a long barrel, to a short barrel, to a M1911.
  • Duke's eyebrows are colored black, rather than yellow, in Zartan's lab.
  • At the end of the episode, Cobra Commander is seen talking to Duke and Lady Jaye, with Flint nowhere in sight. The camera angle shifts, and Flint is now standing in front of them.
  • During the fight between The Baroness and Flint, when the Baroness throws her kick, the animation stops for a second or two before Flint catches Baroness's ankle to throw her.

Continuity errors

  • The exterior shot of Flint's building shows 19 floors, but the elevator numbers go up to 25.
  • During the Baroness's kidnapping scene, we see the sunlamp/lid gets turned off before it slams shut on her. However, even if turned off, the residual heat would still be enough to give her a really really bad sunburn. Not to mention, with the way the Baroness is sitting the lid would have crushed her head.
  • So umm.....No one at the Cobra base noticed the clowns dressed up as soliders during Cobra Commander's kidnapping?.....
  • When they escaped and the way Cobra Commander rolled down the hill, slamming to the ground again and again and again and again and again and some more, by the time he landed, he probably broke every single bone in his body....
  • During Flint's fight with the Baroness, the maneuver where Flint did a handstand, grabs Baroness's ankle in mid kick and throws her, would be impossible.
  • If the caramel butterscotch goo was so tough to swim in, how did it wipe off Cobra Commander and Lady Jaye's clothes so easily?
  • Flint sure is strong considering he pushes what looks like six toy pallbearers into the grave. Even if each pallbearer is a lightweight, the combine mass would still be incredibly heavy.
  • After the robot dragon chews up Flint, it drops him to the ground from a height of about 4-5 stories. We're fairly certain Flint would be pushing up daisies after a fall like that.
  • When Flint contacts Joe HQ, Scarlett is miscolored. Her sleeves should be the same color as her leggings, not tan like her leotard.
  • It's a regular and very incorrect troupe for movies and cartoons, but pulling a grenade pin with your teeth is more likely to pull your teeth out.

Miscellaneous trivia

  • The Joes use Cobra's methods of torture, flouting the Geneva Conventions.
  • As in the episode "Flint's Vacation", Flint apparently likes to wear his ranger beret out in public when he's on leave.
  • Flint is specifically identified as second-in-command of the G.I. Joe Team. For more on the subject, see here.

Say, you guys are all right when you're not trying to kill us!

  • Rather than the usual laser blaster, Ace is shown carrying a real gun, an M1911A1 pistol.
  • This episode features white H.I.S.S. tanks done up for polar operations, but fans would have to wait nearly a quarter-century for the release of an Arctic H.I.S.S. toy in 2009.
  • In the large group shot at the end of the episode, Scarlett and Zartan seem to be flirting.
  • It looks like Ace plans to keep one of the toy soldiers.
  • The "Now you know..." attached to this episode involved Barbecue teaching children how to tell if there's a fire on the other side of a closed door.

One shall stand, one shall fall.

Real world references

  • The idea of a holographic game played on a circular chessboard is taken from Star Wars. And the sounds of the weapons being swung is taken from the Star Wars sounds library that Sunbow had access to because of Muppet Babies. Yes, you read that right.
  • The red and blue robots used in said game are a nod to the Rock 'Em Sock 'Em Robots toy produced by Hasbro's competitors, Mattel.
  • Additionally, the robots incorporate several nods to the Transformers. The red logo of the Autobots is similar to the shield of the red robot, who also resembles Autobot leader Optimus Prime. The color purple has long been associated with the Decepticons, and the purple robot is similar to the Decepticon Shockwave and wields a mace much like one used by Megatron.
  • Flint's car seems to be an AC Cobra Stingray, an unusual choice for a Joe. The car is also seen in "Flint's Vacation".


  1. In children's cartoons (especially in the '80s), the concept of "death" was almost always glossed over with euphemisms. Thus, the Gamesmaster specifically saying "die" is unusual.
  2. Gung-Ho's gun was named in "Duel in the Devil's Cauldron."

3. This episode can now be seen at Hasbro's official YouTube channel: