Cobra hypnotist Crystal Ball, who has brainwashed General Rey, and commands him to kill Duke. General Rey breaks free from Crystal Ball's control with Duke's help. Meanwhile, the Baroness pursues her campaign of revenge against her betrayers, Cobra Commander and Wraith. During her quest, she locates and horribly disfigures the Cobra surgeon Scalpel, in order to find Wraith's location. She also enlists the aid of Major Bludd. While the Joes find Scalpel barely alive, the Baroness finds Wraith in a club in Prague, and lures him into a cemetery where she confronts and defeats him, shooting him in the head. She trades his armor to the Red Shadows in exchange for information on the whereabouts of Cobra Commander. Flint, who is tracking Red Shadows' leader Wilder Vaughn, spots the Baroness with Vaughn and alerts G.I. Joe. Hoping to throw the G.I. Joe team off the Baroness' trail, Major Bludd raids an oil refinery in Saudi Arabia, but he is captured by the Joes. The Baroness locates the Commander in Honduras, but finds that Destro, her husband, is also present. Spirit and Snake Eyes also track Flint to the Baroness' location, where the three of them are attacked by Black Out. After a brief fight, Destro agrees to trade the M.A.R.S. corporation, his Iron Grenadier forces, and his eldest son Alexander to Cobra Commander, in exchange for his and the Baroness' baby. Cobra Commander also avoids capture, by revealing that he possesses the personal information of every G.I. Joe agent, because of his time working in the White House. World War III G.I. Joe counters by going on the offensive, launching missions to capture Cobra agents still at large. To spread chaos and violence, Cobra Commander sells M.A.R.S. weaponry to insurgents, terrorists, and rebel groups. In response, the entire G.I. Joe roster is mobilized, and the team deploys its armed forces around the world. G.I. Joe is warned of a coming "World War III" by Agent Delta, an undercover operative who joined Cobra before the organization's rise. Agent Delta contacts G.I. Joe after Cobra tells him to assassinate the Israeli Prime Minister. G.I. Joe manages to stop the assassination attempt, but discovers that it was a set-up. As part of Cobra Commander's sinister plot, Cobra sniper Black Out sneaks on board a Russian submarine and launches missiles at Boston. America declares a state of war. Cobra then attacks Washington D.C. and