When The U.S. military prepares to launch their satellite into orbit, Cobra develops the ultimate weapon known as the M.A.S.S. device, planning to steal the satellite. G.I. Joe is called into action!

The Joes begin the race to acquire the elements necessary to build their own MASS device. Cobra kidnaps Duke, using mind control device to put him in a gladiator type environment called the Arena of Sport.

The Joes and Cobra vie to find the heavy water element. Mysterious underwater tube worms cause both teams to agree to a cease fire to thwart off the worms.

After Covergirl and Timber save the lives of the G.I. Joe team, the Joes continue to search for a way to stop the Cobra terrorist organization. Both forces begin missions to retrieve the third element, a meteorite buried in a volcano.

Cobra attempts to destroy New York City, but the Joes counter it with their new MASS device.

Cobra attacks a G.I. Joe convoy and steals a high-powered experimental laser.