The Joes and Cobra battle over a device that can transform matter into any other substance. When they accidentally use it on themselves, the result is unexpected.


In a secret lab somewhere, Zartan and his Drednocks are busy searching for something. They find it and escape with Copperhead on a Water Mocassin. Zartan orders them to split up.

In a secret hide out, Destro explains what the Cobras were after, a device called a "Transmutter" that can turn any matter to another matter. Cobra Commander berates Destro for sending Zartan and the Dreadnocks for the mission and reminds him of his place in the food chain, causing Destro to snap his remote control to pieces, a major foreshadowing of events to come.

Meanwhile, by a river, Steeler is complaining that the Joes are ruining in his personal life when Zartan shows up on a glider, being chased by Flint. He escapes but not before Flint was able to get a good shot in and causing him to tumble and drops the blue print to the Transmutter. Clutch was able to grab it.

Meanwhile the rest of Dreadnock arrives on a Stinger but was promptly crushed by Steeler in a Mauler. Zartan was able to destroy the tank by firing the Stinger's quad rocket at it. He and the rest were able to escape to the Cobra's hidden base, which was a rocket hidden inside a Redwood.

Some time later, Steeler was headed to a rendezvous while complain again about the Joes to the rest of the team. He was thinking about quitting while Flint and Lady Jaye were escorting Dr. Renault, the leader in the Transmutter project and General Wagstaff to safeguard the blue prints when it was revealed both Renault and Wagstaff were Zartan and the Baroness. A fight ensues but Lady Jaye and Flint was thrown off the train onto a wooden bridge.

Down below, the rest of the team arrives and tries to help. Just then Copperhead also arrives and took out the Transmutter and tried to use it on the team but Steeler was able to stomp his fingers, causing a misfire that turns the entire bridge to glass. The team fell along with the now collapsing bridge.

The team, Flint, Lady Jaye, Clutch, Grunt, Steeler, Airtight, Footloose, and BBQ wakes and instantly realize something is amiss. The river is gone. The rest of the landscape is almost desert like, rather than the lush green forest they saw earlier. Walking through the landscape, Steeler was bitten by strange pink bug and said something that their world doesn't have this type of insect. Before the team can debate further, Cobra Klaws shows up and the team make a run for it. They tried to contact HQ but there was no answer. They were able to find a cave with some hidden Joe's equipment. Able to restart an AWE Striker, they head out over night to the Joe's HQ

As night falls, the AWE Striker's engine poofs out, forcing the team to find new transportation. They spot a mom and pop store just further on. The store owners explains everything and how everything has changed. The team supposition is that they woke up in the future and that Cobra has won. Leaving, the store owner comes out and screams that they gave him U.S. dollars, which is now worthless, a major hint at the events to come.

Arriving at the HQ Outskirts, the team is shocked to find it beaten down and disused. Furthermore, Flint saw it's foreclosed by the Cobra Commander. The team was able to sneak in when Lady Jaye set fire to the dried vines on the wall, which caused a major distraction. Restoring power to the main computer, they were further shocked to find except three survivors, all the major Joes were either missing or dead after "The last big battle". All this while, Steeler is slowly falling into madness as a fever takes hold.

Searching the equipment bays, the team were able to find some working Skyhawks and an APC. Splitting up, Flint, BBQ and Airtight took the APC. Lady Jaye, Clutch and Footloose took the Skyhawks while Steeler and Grunt were ordered to stay behind to see if they can get anything else going.

Flying in the Sky, Clutch was able to patch into the satellites and saw some startling changes. Mount Rushmore, two of the President faces were replaced by the face of Cobra Commander and Destro. The Lincoln Memorial has become the Cobra Commander Memorial and the Statue of Liberty has become the Baroness Statue. Meanwhile, Flint team chanced on a newspaper stand and BBQ breaks open one and stole a newspaper. Reading, the team realize not only has the Cobra Commander has become the emperor of the "Cobra Empire" and is about to give a "State of the Empire" address and the date of the newspaper is the same date when they were knocked out. Flint realizes it's not a matter of time, but place. They have arrived in an alternate reality where "something are the same, but somethings are very different". Like Cobra ruling the world.

As the teams try to shake off their dumbfoundness, Flint's team was stopped by...The "Dreadcops?" They were able to escape but was still captured when a H.I.S.S blocked their way.

Meanwhile, back at HQ, a now very delirious Steeler kept on rambling, and left the building. He was immediately spotted. This was transmitted to the Baroness, who seems to be excited by the news.

High above D.C., Lady Jaye's team was spotted by a bunch of Rattlers and was about to be intercepted when....

....To Be Continue.


Featured characters

(Numbers indicate order of appearance.)

G.I. Joe Cobra Civilians
  • Herb (20)
  • Martha (21)

Featured vehicles & equipment

G.I. Joe Cobra Civilian
  • Mobile lab complex
  • Patrol car

Memorable quotes

  • "You may find out, in the worst possible way, unless we get our base back!"
--Flint responding to Steeler, who had wondered aloud what difference it would make if Joe or Cobra was victorious in their war.


Animation and technical errors

  • While the Mauler burns, a layer error causes a dark green shape to blink on and off in the flames.
  • The positions of the sleeping Joes change between commercial breaks.
  • The Baroness in this world does not wear glasses as shown in Episode II. However, during her brief cameo here and on her statue, her glasses can be seen.
  • When the female Cobra Trooper, Leila, first appears in this episode, her uniform features bare thighs and a high-cut bikini bottom. In the next episode the legs will be colored. However, the skimpier togs will be used in the next episode for one shot along with bare shoulders.
  • At 16:49, the Armadillo is colored black, despite being green a few minutes earlier.

Continuity notes

  • This is the first instance of words visibly scrolling across a Tele-Viper's visor.
  • Right off the bat in the beginning where Zartan and the gang is rummaging through the lab, Zartan is, upon very close inspection and comparing to the security guard that enters later, in a security guard outfit. It can be surmised that he disguised himself to sneak into the lab and possibly to get the rest of the Dreadnoks into it but this was never shown.
  • Speaking of security guard. Right after Zartan and the gang escapes, a security guard immediately enters the broken into lab and announces the Matter Tranmutter is stolen. So, how come he did not encounter the thieves on the way in?
  • Even though it's several hours later and he did announces to split up, it still does not explain how Zartan got his hands on a Cobra Glider or when/where he encountered Flint and how he got his hands on a Joe Glider either. On top of that, the rest of the Drednoks all of sudden showed up in a Stinger jeep without explanation, resulting in several scenes with several plot holes.
  • After climbing the bridge in this episode, Copperhead is not seen in any further Sunbow episodes or the movie. He returns in the DIC mini-series Operation: Dragonfire, whose continuity follows the Sunbow series, with no explanation.
  • When the bridge turned to glass, there is no explanation as to why all the people clinging to it weren't also affected.
  • As Clutch reads the roll call of dead Joes, he says Breaker's file name is "Albert L. Kibbey"; Breaker's file card says Alvin R. Kibbey.
  • Lady Jaye and the others were flying over South Dakota and then shortly thereafter, over Washington, D.C. Even the fastest planes would take several hours to get that far.
  • When Lady Jaye noticed the Lincoln Memorial has been changed, she quipped it as the "Cobra Commander Memorial". This is quite the misnomer as a "memorial" is used to commemorate someone who has already died. However, as seen throughout Episode II, the Cobra Commander is well and alive in this world, making it a "monument" instead.
  • It's never explained how a device that can transform one type matter to another can suddenly open up a portal to a parallel dimension, even if it's misfired.

G.I. Joe references

  • The store owner mentions the government testing equipment such as the Weather Dominator, the device from The Revenge of Cobra.
  • The names on the list of MIA Joes are all from the figures' filecards. But see "Continuity errors" above.

Real-world references

  • As the Joes blast their way into their mothballed headquarters, the sound effect is recycled from the 1950s War of the Worlds movie.
  • The monuments Cobra defaces include Mt. Rushmore, the Lincoln Memorial and the U.S. Capitol building.
  • The statue of Baroness in New York uses the same pose as the Statue of Liberty.
  • At the beginning of the episode, Steeler seems to have the onset of Post Traumatic Stress Disorder, which seems to heighten as the episode goes on (exacerbated by the bite of the mutated bug, no doubt).

Miscellaneous notes

  • Steeler is usually associated with the MOBAT, not the Mauler. However, the MOBAT was being discontinued at the time and Hasbro had to promote the new Mauler instead.
  • When Zartan fired the quad rockets at the Mauler, he should've been burnt to a crisp. Not to mention the exhaust fumes would have enough force to break every bone in Zartan's body.
  • Come to think of it, even if somehow Cobra has a rocket the size of the Saturn V moon rocket hidden in that redwood disguise, the usable space in that thing would still be excruciatingly tight.
  • Baroness and Zartan were wearing breathing masks under their disguises, and nobody noticed anything strange?
  • Several scenes from this episode made it into the series' closing credits, including Flint flying his glider into a tree, and Steeler jumping clear as the Mauler explodes.
  • Baroness disguises herself as Dr. Renault, inventor of the Transmutor, while Zartan poses as General Wagstaff.
  • Baroness uses the same voice for Dr. Renault that she used for Major Juanita Hooper in the first Joe mini-series.
  • Grunt becomes the last of the original 1982 Joes to receive a showcase episode. Unlike Clutch, whose character model had been updated to reflect his V.2 action figure, Grunt maintains the green fatigues from his original V.1 figure.
  • A Skyhawk is able to hack into camera systems.
  • A Tele-Viper's full face is seen.
  • The store owner runs after Flint and his team when they drive away on the motorcycles they just purchased from him, yelling at them that the American currency they paid with is worthless. How did he not notice right off the bat that the money was no good?
  • On that note, how fortunate is it that Flint would be carrying enough money in his wallet to pay for six motorcycles?
  • Barbecue was awfully quick to smash open that newspaper box, wasn't he?
  • When Flint and his team were caught, the "Dreadcops" said they had the Joe's HQ bugged. So how come they completely missed Grunt and Steeler still working there?


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

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