Mayday is injured and is forced to stay behind to "guard" the Joe's base while the rest of the team is out on a new mission. Unfortunately for her, Iron Klaw sees this as the perfect opportunity to assault the base, dispatching Inferno and a squadron of Skyreens to do just that.

The Joes are dispatched to claim an old missile silo before SKAR can get there. Lt. Stone opts to send Ballistic, Mayday (who is still injured from the last episode), and the mercenary Quick Stryke on this mission, but just who is Quick Stryke really working for?

Black Dragon and Metal Head launch a daring strike against SKAR in an attempt to steal a valuable piece of technology. Unfortunately they have to deal with a very upset Rampage who intends to utilize this technology himself in his bid to overthrow Iron Klaw.

After Ballistic, Mayday, and Lt. Stone walk into a trap set by SKAR, the team begins to suspect that Count von Rani may be working for SKAR. Although Clancey, the team's contact, dismisses this immediately, Lt. Stone decides to infiltrate von Rani's castle while Sgt. Savage launches an attack against SKAR forces in order to gauge the Count's reaction.

When Iron Klaw busts an old Iron Army cryogenics expert out of prison, Sgt. Savage takes it upon himself to see that he is recaptured. Along the way we learn a little about the team's "oldest" member.

When SKAR seeks to disrupt the world's oil supply by seizing oil rigs in the Gulf of Mexico, Harpoon, Metal Head, and Black Dragon move to stop them. But when Rampage captures Metal Head and Black Dragon, Harpoon must rely on his Navy SEALs training to rescue his comrades and foil SKAR's latest scheme.

After a new weapons satellite is downed, it's a race against time for the Joes to beat both Inferno and the super-soldier Wreckage to the scene of the crash.

Rampage creates a new weapon that turns living beings into walking time bombs. When Stone is hit by the weapon defending Count von Rani, help in dispatching Rampage comes from an unlikely source...

When Inferno steals a device that projects subliminal messages called the Mesmerizer, his real aims in life become apparent, as does his life story.