The Joes and their Soviet equivalent, the Oktober Guard, must contend with an alien invasion.


ARAH 50 Camel

In the midst of a sandstorm, Duke, Barbecue, Gung-Ho, Snake-Eyes and Dusty stop near an oasis and Dusty asks a man standing beside his camel if he has seen two men riding vehicles similar to the Joes. The man points them in the right direction and Dusty tells the Joes, who failed to get a answer from the man, that Dusty and the desert dweller speak the same language since they both love the desert.

The Joes catch up with Tomax and Xamot, who are riding Ferret A.T.V's However, the Joes are joined by five people in a jeep, and Duke tells Dusty that the Joes don't have company but competition: the Oktober Guard, the Russian version of the G.I. Joe team. The Joes are forced to retreat on their Silver Mirage motorcycles when a dune rotates and reveals itself as a Cobra base. Gung-Ho doesn't care about being outgunned and suggests enthusiastically that they attack, but Duke tells him that there is a difference between bravery and stupidity.

As the Joes race away, Duke's motorcycle is shot and after recovering from the fall, he uses part of a hill as cover. Snake-Eyes jumps off his bike and runs to help his friend, and soon all of the Joes are fighting the approaching Cobra forces. Dusty tells the Joes that they might be in trouble. "What?! Just because we're outnumbered twenty to one?" Gung-Ho asks sarcastically. As the Oktober Guard approaches the Joes, they shoot over the Joes and attack Cobra, an act that surprises Gung-Ho, since it appears that Russians are helping the Joes. But Duke explains that the Oktober Guard are helping themselves to the battle with Cobra.

ARAH 50 Greeting

The hostilities cease when a giant UFO appears in the sky. Cobra, G.I. Joe and the members of Oktober Guard look up into the sky, watch the spaceship destroy the Cobra dune base, land and kidnap the Crimson Guard Commanders using anti-gravity beams. An alien walks out of the ship and explains that after he examines the two specimens he will determine the fate of Earth. Dusty rushes forward and asks about the alien's origins and Dusty is told that the alien's planet circles the star Sirius.

Through the thick clouds of dust, Dusty watches as the space ship takes off and Barbecue tells his teammates that he would hate to be in Tomax and Xamot's shoes at the moment. The largest soldier in the Oktober Guard states that Gung-Ho is ugly, and immediately Gung-Ho punches him to the ground. Duke yells for Gung-Ho to stand at attention and before the Russian soldier can hit the saluting Gung-Ho, his commander, Colonel Brekhov grabs his arm and yells for Horrorshow to stand at attention. Col. Brekhov and Duke greet one another as professional soldiers.

Since neither team received orders about a confrontation with the other, both Duke and Col. Brekhov decide to go their separate ways. Colonel Sharp tells the Joes that the two spaceships have attacked a Russian oil refinery, an American airfield, an American tanker, a Russian observatory and part of the Alaskan Pipeline is destroyed. As the ambassadors for the US and USSR yell at one another at the United Nations, which is broadcasted on television, Dusty comments that the two ambassadors sound like Gung-Ho and Horrorshow. Col. Sharp explains that the president has ordered the Joes to drop everything and find the flying saucers. Duke then suggests that the Joes borrow a submarine and pay a visit to the Oktober Guard's headquarters in Siberia in order to swap intelligence.

Cutter guides the Joes to the base and Gung-Ho, who believes Duke is slightly unbalanced, asks his commanding officer if he would like to buy some ocean-front property in Missouri. The submarine cracks through the ice and Gung-Ho wonders how they are going to get inside the base since its defenses include anti-aircraft missiles, radar and is surrounded by a tall ring of ice. "Ever been to the circus, Gung-Ho?" Duke asks. "Ever see a human cannonball?"

The five Joes are fired out of five large cannons on the sub and parachute into the base, and the Oktober Guard, who are roused from their relaxation periods by the base's alarms, grab their guns and greet the Joes at gunpoint. Duke tries to explain to Col. Brekhov that the Joes are on a mission of peace, however, the Oktober Guard's commander is not convinced.

ARAH 50 Peace

As the Joes are lead to the stockade, Gung-Ho antagonizes Horrorshow and knocks the Russian soldier to the ground. Immediately recognizing the distraction, the Joes swiftly disarm and capture their Oktober Guard captors. And as Snake-Eyes holds Daina, she calls him an "Americanski devil."

Duke knocks Col. Brekhov's gun out of his hand, grabs another from the Colonel's holster, hold it next to the man's head and declares that the fight is over. The Joes and the Russians stand at ease and Duke releases Col. Brekhov, hands his gun back to him and tells him in a stressed voice that the Joes are at the base on a mission of peace. Col. Brekhov agrees that they should talk.

ARAH 50 Monitor

While the Joes and the Oktober Guard mingle, Duke and Col. Brekhov decide to join forces since they will have a greater chance of finding and defeating the flying saucers with combined resources. As Wong, one of the Oktober Guard who fashions himself as a cowboy, introduces himself to Snake-Eyes, Duke tells a shocked Gung-Ho that he will be teammates with Horrorshow since Duke doesn't want either of them out of his sight. Dusty, Stormavik, Daina, Dusty and Barbecue join Col. Brekhov, who plans to scout for the space ships over Europe while Duke's team will investigate North America.

As Duke's team (code-named Alpha) flies in the air, they pick up the ultimatum from the alien, who explains that he will destroy San Francisco and Vladivostok and demands that unless the planet surrenders to him, he will destroy every city on Earth. When the transmission ends, Duke is contacted by Col. Sharp and is told that the president is ordering the US armed forces to amass around San Francisco and that the Russians are doing the same for their city.

ARAH 50 Captured

While flying a Falcon glider, Wong is shot down by Cobra agents near an Extensive Enterprises building. But before the two Cobras can shoot Wong, who is hanging on the building thanks to his lassoing skills, Snake-Eyes knocks the two agents to the ground, and the two enter the building. As they sneak around the building, a trapdoor falls beneath them and they slide into a cage, which is surrounded by several armed Cobra agents. Tomax and Xamot, who surprise Wong and Snake-Eyes with their presence since they were captured by the alien, tell them that they cut a deal with the alien. After Snake-Eyes and Wong toss out their weapons, they are released from the cage and knocked unconscious after being shocked by guns that shoot electricity.

They are carried to a spaceship, strapped to a table and greet the alien who broadcasted his ultimatum to the world and listens to him ask about the location of the Joes and the Oktober Guard. The alien then rips off his mask and then the mask of the desert traveler befriended by Dusty and Zartan surprises them. The Dreadnoks enter the room and explain that the space ship is nothing but a Cobra plane, but when Wong asks why Cobra is dressing up like space invaders, the Dreadnoks urge Zartan to reveal their plan. Cobra's master of disguise angrily orders the Dreadnoks back to their posts and then receives a transmission from the second saucer, which is controlled by Cobra Commander. Zartan explains that the Joes and the Oktober Guard have no idea that Cobra is the alien force since Wong was genuinely surprised by the alien's true identity.

ARAH 50 Crowd

Cobra Commander explains that since the Russian and American forces are heavily concentrated in two cities, the White House and the Kremlin are wide open targets for Cobra to attack. And he adds that Cobra forces are surrounding the targets while dressed as motorists and tourists. After attacking the two capitals at 1800 hours, Cobra Commander believes that the battle can be won in one hour and the military secrets of both nations will belong to Cobra.

Zartan signs off, aims a gun at Snake-Eyes and asks if he has any last words. Just as Zartan is about to pull the trigger, Snake-Eyes kicks him in the chest and causes the blast to loosen the strap across his chest. He quickly delivers a powerful kick to Zartan and the Cobra agent fights to stay conscious but falls to the ground. Snake-Eyes frees Wong and tries to figure out how to fly the ship while Wong contacts Duke and explains that the aliens are really Cobra and are going to attack the Kremlin and the White House. Gung-Ho doesn't believe anything he hears, but Duke points to Snake-Eyes who is signaling that everything is on the level. Duke's team heads for the White House while Col. Brekhov's squad defends the Kremlin, and Duke orders Horrorshow to radio Joe headquarters for reinforcements.

ARAH 50 Heavy Beam

When 1800 hours arrives, Cobra Commander orders the attack and A.S.P.s attack the Kremlin in Moscow while Trubble Bubbles fly toward the White House. As Duke, Horrorshow and Gung-Ho defend the White House, a Cobra agent fires a bazooka at the White House and Gung-Ho falls to the next level and is knocked out.

Fearing for Gung-Ho's life, Horrorshow drops down, moves a beam off Gung-Ho's back and carries him out of the blazing room. After Gung-Ho awakens from the fall, they jump back into the fight.

ARAH 50 Victory

As Skystrikers arrive at the White House and drive Cobra away, Russian planes fly to the Kremlin and eventually cause Cobra to retreat thanks to their superior firepower. "Nu Pagodi, gorgeous," Dusty shouts while picking up Daina, who happily yells back at him, "Yo Joseph!" Cobra Commander radios Zartan's ship, but Wong and Snake-Eyes stand in front of the tied up mercenaries and Wong tells Cobra Commander to "drop his irons" and come out reaching for the sky. However, Cobra Commander screams that he can still destroy the White House. But Snake-Eyes and Wong work together and shoot down Cobra Commander's craft, which crashes into a river. While Snake-Eyes and Wong land, the dozens of generic Joes on the ground cheer on their teammates.

ARAH 50 Milk

Back at the Oktober Guard's base, Gung-Ho asks how Snake-Eyes knew the alien's broadcast from the moon wasn't real. Snake-Eyes replays the ultimatum and points to a milk carton and a human hand, which are two things you don't find on the moon, Gung-Ho realizes. Horrorshow watches Snake-Eyes nod and asks Gung-Ho in jest, "Hey, Gung-Ho, why is Snake-Eyes getting all the brains while you are getting all the ugly?" Gung-Ho grinds his teeth, growls and rushes toward Horrorshow, but Duke stops him and tells the Joes that it is time to go home.

Laughing at Horrorshow, Gung-Ho tells him that he still thinks the Russian soldier is "a dumb Russian bear." But Horrorshow laughs and repeats his opinion of Gung-Ho: "Uuugly!" The two laugh at their differences and after the Joes shout "YO JOE," the Russians then shout, "Nu Pagodi!"


Featured Characters

G.I. Joe Cobra Oktober Guard

Featured Vehicles & Equipment

G.I. Joe Cobra


ARAH 50 Mustache
  • The shot of Tomax and Xamot turning around and shooting at the Joes while riding Cobra Ferrets was used twice during the desert chase scene, which included the bad pun "hot pursuit."
  • The big giveaway that the alien is not what it seems is a carton of milk and a human hand. However, on both showings of the incriminating video, the milk carton is apparent but we never see a human hand.
  • No matter how tough he is, a fall like the one Gung-Ho takes in the White House would leave him pushing up daisies, Horrorshow or not.
  • In one shot, Horrorshow's mustache was missing.
  • The sign on the Extensive Enterprises building featured a backwards N.


"I'm trying to get some sack time."

"It is my duty to monitor the world broadcast and always Horrorshow does his duty."

"I'll push your duty up your nose."

"Quiet, ugly. Something strange.":--Gung-Ho and Horrorshow, fast friends.

Dusty: "We win! WE win! Nu pogodi, gorgeous."
Daina: "Oh... da. And you ... Yo, Joseph!"


  • Writer Dennis O'Neil was also an editor at Marvel Comics, the Russians are (correctly) called the Oktober Guard, rather than "Red Oktober" as they would be in "The Great Alaskan Land Rush."
  • "Nu Pogodi" means "I'll get you" in Russian.
  • It sure is a good thing the Oktober Guards all speak English, because none of the Joes seem to speak Russian.
  • Just like their comic-book counterparts, the Oktober Guard starts the episode out as G.I. Joe's adversaries, but if the need arises, they ally themselves with the Joes. See also The Great Alaskan Land Rush.
  • The "Public Service Announcement" attached to this episode involved Footloose telling us how to properly stop a nosebleed. Hard to believe these segments actually qualified ''G.I. Joe'' as "educational" programming.

Real world references

  • The 1983 NBC mini-series V may have been a source of inspiration for this episode. For example, in the first episode of V, the first alien craft is first seen entering an area where two armies are engaged in a battle, an entrance very similar to Cobra's in the episode. Another reference to the mini-series occurs when Dusty asks the alien who exits the spacecraft about its origins. The alien replies that he is from the star Sirius, which is the same star mentioned by the Visitor's leader, John, during his first speech.
  • The character Wong (an homage to Larry Hama) spends most of the episode hanging out with Snake-Eyes, Hama's best-known character.
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