G.I. Joe: Valor vs. Venom (2004) - full transcript

G.I. Joe, perennial icon of American boyhood, gets a 21st-century update in a new CGI-animated children's series of thrilling military adventure. In this action-packed movie, as America's daring, highly trained special mission force, the G.I. Joe team faces its greatest threat yet from the evil Cobra Organization. Under the direction of Cobra Commander, DNA from the world's most ferocious animals has been combined with human soldiers to create a virtually unstoppable army of venom troopers. Led by Duke, Heavy Duty, Scarlett and Snake Eyes, the heroic G.I. Joe team fights this new menace in a battle to save humanity. But what happens when one of GI Joe's own commandos gets turned into the ultimate venomized super soldier, Venoumus Maximus? Can Cobra control such a creature and if so, how can GI Joe stop it? Find out in G.I. JOE: VALOR vs VENOM!

foodval.com - stop by if you're interested in the nutritional composition of food
...yet, once again,

only adults disappeared,
leaving children behind.

Around the world, this is
the fifth mysterious abduction

in the past three weeks.

Missing adults,
abandoned children,

in Alaska, Mexico, Siberia,
Canada and Australia.

In Washington, sources
close to the White...

Who's there?!

Show yourself.


Good eye, Hawk.

I nearly took out
my own men.

Duke, in this kind
of combat,

sometimes it's hard
to tell the difference

between your enemy
and your friend.

I know who my friends are.

Heavy Duty, Dusty!
What you find?

The enemy's cooked up
a mess of trouble for us.

They're gonna come at us
from two directions,

get us in the crossfire.

Then we'll have
to outflank them first.

Uh, might be too late for that.





Ah, now, this is just
plain embarrassing.

They got me.

Hey, I got him!

I got the general!

Wanna guess who's next?

You are!

I'm a goner, Dusty!

Save yourself!

Eat paint, you little varmints!


Good flanking maneuver, men.

Good thing I loaned you
my old sergeant's jacket.

Yup, those kids are good.

We might want to recruit
a couple of them someday.

Good timing, though.

Now, I got to get ready
for the awards ceremony,

but you jokers
go play the next round,

and make sure
those kids have fun!

That's an order.

Yes, sir!


Mmm, it is so inspiring
to see all you busy G.I. Joes

playing games
with the children today.

I'm sorry, ma'am.

What was that you said?

G.I. what?

G.I. Joes.

The top-secret team

of America's best
Special Forces soldiers,

operating under
the direct authority

of the President himself.

Sorry, ma'am,
I've never heard.

Oh, I knew you would
say that, sonny.

The G.I. Joes
are so top-secret,

everyone who's a member
has to pretend

they've never heard
of them.

Now, ma'am, if that's true,

how do you know about them?

I have a secret of my own.

Is that so?

The Baroness!

Good afternoon, General.

Though I suppose
it is better for me

than it is for you.

Destro! What 're
you doing here?

Mmm, why, darling, it's simple.

Cobra wishes
to offer you a job.

I'm done, Dusty.

You can have the soap now.

Why? I'm done, too.

Hey, you guys.
Where's Hawk?

He's supposed to be handing out
the awards to the kids.

Mmm, haven't
seen him, Duke.

We can't disappoint
those kids.

So, let's go find him
on the double.

Hold on, Duke.
What's that?

These are Hawk's.

Hey, Duke.
Get a load of this.

You think
Hawk was snatched?

Heads up, Joes!

We got Level One
priority flash traffic.

Hawk's gotta take it ASAP.

"Priority One flash traffic,
please pick up."

Sorry, Hi-Tech,
Hawk's... not available.

Then you got to take the call.

That's Hawk's gauntlet.

It's the only one
with the crypto circuits

for taking calls from the top.

Scarlett, Dusty, you
bring Hi-Tech up to speed.

Heavy Duty, you make sure
those kids get their awards.

Then get back here
on the double.

We start the search
for Hawk now.

Good afternoon, Mr. President.

Duke, where's General Hawk?

We think he might be
in trouble, sir.

If my National Security
Advisors are correct,

Hawk could be in bigger
trouble than you think.

What 're your orders, sir?

Duke, when was the last time
you went to the zoo?

I can't tell you
what I don't know.

I never saw what hit me.

Too bad that security tape
doesn't show anything.

You mean... not yet.

Cool, a U.C.O.-

Unidentified Creepy Object.

It looks like some
kind of big bug.

Smells more like some
kind of snake to me.

Something's wrong
in the bear enclosure.

Let's check it out.

Tranquilizer darts?

We gotta get rid of them,

or he's gonna
hurt himself bad.

Okay, not our usual
line of work,

but let's see
what we can do.

Hold it right there,
Soldier Boy.

You go anywhere
near my bear,

and I'll feed you to
him piece by piece.

Your bear?!

I'm Dr. Lincoln Talbot,

the zoo's chief veterinarian
and animal behaviorist,

and I look after my
animals my way.

Everyone can use
some backup.

You're right.

Hold my coat!

Hey, now, Teddy,
it's me, Link.

That's right, you know me.

I'm your friend,

and I won't let
anybody hurt you.

Whoa. Don't try that
at home, kids.

There. You'll be
better now.

What's that?

This is for taking blood
and tissue samples...

but why?

Doc! Look out!

Ted! Here! Here!

I could've handled it.

Yeah. I'm sure.

What's the verdict,

Bad design,
shoddy workmanship

and a really ugly color.

Which means
it's another hunk of junk

built by Dr. Mindbender.
Huh, what a hack.

So, Cobra was behind
the assault on the zoo.

The President was right.

The President?!
Right about what?

Break out the new Gauntlets.

There's something
we all have to see.

Everyone's synched up?

In the past three weeks,

there have been five mass
kidnappings around the world.

In each case,
the target was

a small isolated
town or village,

and each time, no children
were taken-only adults.

The missing adults
around the world,

the tranqued animals
at this zoo,

and Hawk's capture:
there's a good chance

they're all connected
to the same Cobra operation.

But what's
Cobra up to?

That's what we have to
find out... and fast.

Something bad's going on here,

and if my animals are involved,
those military misfits

are gonna have to deal with me.

Ah, there is such beauty
in destruction.

Wouldn't you agree,

General Hawk?

What is this place?

This is the Viper Pit,
General -

your new home.

And I am your
new commander.

I gotta stop eating
those spicy burritos

before bedtime.

I'm having
the craziest dream.

Oh, I think "nightmare"
would be a better word

for what you're
about to witness.

Over Kill!

the demonstration!

Not my job,
not my job.

Mindbender's job,
not my job.

It's Mindbender's obsession
with organics

that's holding back Cobra.

Get over it,
you biomechanical dolt!

Just get Mindbender in here!

Uh, Cobra Commander,

I didn't think Hawk
would recover so quickly.

Prepare the source material.

Oh, oh and uh...

uh, when Mindbender
says "source material,"

he means "victim".

Over Kill, have...
have me the Fangblade.

I don't think so.

My Venomized Troops are

genetically programmed
to obey

whoever wields the Fangblade.

And that's me!

Which species
do you wish to use?

Surprise me!

You see, General,

all life on Earth is
based on DNA,

and my genius has now
made it possible to...


Actions speak louder
than words, Mindbender!

What have you done
to that poor devil?

I've given his
life purpose.

With a single commander...

And the ability to venomize
civilians by the thousands...

Cobra can create
an entire unstoppable army...

...anywhere we choose.

Isn't that right,
Cobra Commander?

No, like this!

Cobra Commander!

Oh, what is it now?

The demonstration is over.

So, executive recap.

Spray the green
gas over a city,

turn useless civilians
into Venomized Troopers,

crush freedom and democracy,

and Cobra
rules the world.

Any questions?

Yeah... you getting enough
oxygen through that mask?

Prepare the general
for the maximum treatment.

But that process
it's not perfected.

Oh, is that all?

Over Kill, hook the general up
to your new Brain Wave Scanner

and download
his memory.

Download his memory.

Download memory.

My pleasure.

Download memory.
Download memory.

Tunnel Rat, report.

Copy that, Flint.

Payload is go, go, go.

A real work of art,
if I said so myself.

Copy that, Tunnel Rat.

This is G.I. Joe
Citadel Launch Control.

We are go for
linear induction launch

of Test Payload Number One.





One. Induction!

And payload is on course.

We're on target.

Ocean Recon One,
do you copy?

This is Ocean Recon One.

Torpedo here, copy that.

Shipwreck, Wetsuit!
Look sharp, men!

We've got incoming.

Here it comes.

Wait for it, wait for it...

All right! It worked!

The rain generator
worked perfectly!

We'll be able to put an end

to drought around the world!

Well, we've got a few more tests
to run first, gentlemen.

Stay on station for next launch
in eight hours!

Copy that.

This is Ocean Recon One,
standing by.

My dear friend, Slash.

Yes, friend Slice?

Do you know
what time it is?

- Time to call Cobra Commander!
- Time to call Cobra Commander!

- You read my mind!
- You read my mind!

Yada, yada, yada...
Oh, get on with it, Destro!

...and so, given the time
it will take

to construct a
suitable delivery system,

my company will be able
to implement

the full venomization program
in three years.


I'm not waiting three years
to control the world!

Not three months!

Not three weeks!

Hold that thought.

Slice, Slash, tell me
you have good news.

So it is fully functional?

Huh?! With only four Joes to
defend the whole installation?

Perfect. You may commence
Operation Cobra Landgrab

at once.

Three years to implement
my master plan, Destro?!

I don't think so.

Ya think grenades
blow up better

if they're polished,
do ya, Gung-Ho?


You look after
these bad boys,

and when the gumbo
hit the fan,

they look after you.

Hey, what was that?

Slash, please,

I insist,

the honor of initiating
the electromagnetic pulse

must be yours.

Slice, no,
I couldn't...


- We push it together!
- We push it together!

Fortunately, our equipment
is perfectly shielded.

But those Joes will
never know what hit them.

What was that?!

We've been hit by an
electromagnetic pulse!

Electronics are fried!

Including our lasers!

Yo, Tunnel Rat,
I think you'll all be glad

they're good
and polished now, huh?

Battle Android Troopers...

Razor troopers...

- Sand Scorpions, attack!
- ...Scorpions, attack!

We've go to make
every one of these count!

Beach Head, get the BTR!

Gung Ho, we've got
to hold the fort

while Tunnel Rat
sets the C4!

Whoo-hoo! Yeah!

Flint, Gung-Ho,
we got to pull out!

There's a second wave
attacking from the rear,

and they're something
I've never seen before!

Tunnel Rat better get
a move on

with those
self-destruct charges!

Gangway! Coming through!

Now all we need is
Rat Boy to get out here.

Perfect timing.

Is anything broken?

Yeah... about a zillion
of those BATs.

But me?

I'm fine.

Then hold on to your holsters.

Whoa! I think Betsy
just sprung a leak.

- BATs!
- Sand Scorpions!

- Razor Troopers!
- Razor Troopers!

Pursue it.

Pulverize them!

That's it for
this buggy!

This is where
I get off, boys.

I'm just the guy
to head back for recon.

But yous gotta
keep going.

Yeah, something's funky

with the satellite com grid.

I can't uplink to HQ.

We got to report in person.

But as soon as we report,

we're coming back for you, huh?

That's a promise.

Geez-Louise, Gung-Ho!
I'm chokin' on the mush here.

I got it under control.

Exemplary news,
Cobra Commander.

Despite this sloppy joe jumble,

we will be able
to piece together

a working launch computer.

But to operate their launcher...

...we will still need
the top-secret G.I. Joe codes.

Fortunately, I know exactly
where to get them,

don't I, General Hawk?

You have no choice
but to surrender.

Really, Jinx,
the end result is inevitable.

you talk to much.

- How did you...?
- The way of the ninja

is to misdirect,
outthink and evade.

Hmm. You'd better work
on that last one.


Did you see my victory?

Hey, pal, I was blindfolded

and it still took you 20
minutes to take me down.

Ah, sword training!

Now we'll have some real fun.

What's the matter, Kamakura?

Did I wear you out?

"Tatsu Ashi"!

That's Japanese for
"Dragon's Tooth."

The Tatsu Ashi was forged
from the cooled breath

of a dragon that fell
to Earth on Mount Fuji.

That sounds like a legend
about a meteorite.

It is a sword that can only
be used by a warrior

with ultimate skill
and selfless focus.

Well, you're certainly focused
on yourself, that's for sure.

Prepare for defeat.

Against the Tatsu Ashi,
there can be no defense.

I'm not fighting your sword,

I'm fighting you.

Well, this is different.

Now hear this.
Now hear this.

All personnel report
to the Briefing Room ASAP.

This is not a drill.

Space Com has just confirmed

that our most advanced
surveillance satellite

has been blasted out of orbit
somewhere over Antarctica.

So far, it's been their game.

But starting now, we're taking
this battle to Cobra.

Yo, Joe!

Scramble the jets!

Looks like we got company.

This is Flight Team One.
Ready for takeoff.

We need more firepower!

Let's hope the Thunder Wings
get here fast.

Heavy Duty, Scarlett,
stick with me.

Duke, bogey
at ten o'clock!

It's Wild Weasel.

Mayday, Mayday!
I'm hit!

The great Storm Shadow...

...has grown careless.

Put that quantum-code card
back in Hawk's safe!

And if I do not?

I have been trained
by Snake Eyes.

And I and the entire
Arashikage clan

have been betrayed
by him.

You are a child
in the way of the ninja,

but if I must end your life,
then end it I shall.

You can try.

But I'm the master
of the Tatsu Ashi.

The owner, yes.

The master?

Listen, carefully!

The only reason you live
is to pass this message

to your sensei.

Annihilation... soon...
at my hands...

You wanna
say something

to Snake Eyes?
You say it yourself.

He heard what was said.

He stole Hawk's
quantum-code card.

Engine's out!
I'm going in!

Say it again, Joe!

It's music to my ears.

Faked you out.

Tag! You're hit!






Great save, Duke!

Cobra reinforcements!
We're outnumbered!

It's Wild Bill
and the Thunder Wings!

Slip Stream's in the house!

And Ace is here to
baby-sit these rookies!

Wild Bill don't need
no baby-sitter.

Just watch me powder
them bogeys!


Next stop Vegas, boys!

Wild Bill is on a roll!

Them Night Adders
is splitting up.

Go get 'em, boys.

I hear smoked snakes
is tasty this time of year.

Time to subtract some Adders!

Those Night Adders are here
to pick up Storm Shadow!

You help Snake Eyes!

I'll stop those jets!

I know you, Snake Eyes.

You have to save her.

Even if it means
I escape.


Initiating retrieval procedure.

It's over.

Cobra's pulling out.

What do you say, Duke?

Do we go after them?

Negative, Wild Bill.

We can't risk leaving
this base undefended.

Copy that, Duke.

Me and the boys'll
stay on patrol.



Did you see what I did?

I'm probably the greatest
ninja ever to...

- to...
- Oh, Kamakura,

you're still talking too much.

Hey, Kamakura, Jinx,
wanna have some fun?

I'm gonna see if this robot
has any tasty data to download.

May... day...

That's it, we'll have
to walk from here.

I don't know about that.

Hi-Tech designed this
with reconfigurable technology.

You think we can rebuild this
vehicle into something else?

Mmm, I think we'd
better have to.


Something's following us,
bros, and...

I don't think it's a parade.

Let's just hope Hi-Tech
knew what he was doing.

There's our answer, Duke.

That Cobra attack was
launched from Antarctica.

Right below the coordinates
where we lost our satellite.

If that's Cobra's new base,

then that's where they're
holding Hawk prisoner.

We're bringing Hawk home.

Hi-Tech, how come
a smart guy like you

doesn't know the difference
between noise

and music?

Driver picks the
station, dude.

Whoever's eating up bandwidth

with that racket is
better give it a rest!

Much better.

Deploy Articulated Rocket Pods
on my mark.


Hey, roll up the window,
will you?

No way! I'm boiling!

Well, I'm freezing!

Ice Sabre Three,
what's the holdup?

Uh, just adjusting
cabin temperature.

Rocket Pods are deployed.

The Joes have found us!

I advise we abandon
this facility now.

Sit down!

No one's going anywhere!

This is Cobra Commander
to Mantis Sub Control.

Send out the Snow Wolves.

Now, this should be a real howl.

Come on, Frostbite.

My lungs are icing up here!

Aw, keep your long johns on.

A little fresh air
never hurt nobody.

Duke! We're under attack!
New Cobra Troopers!

Like animals!

Heavy Duty!

You with Frostbite and Dusty,

keep those troopers off our six!

Buy us ten minutes!

Snake Eyes! Jinx!
We're going in!

We gotta keep
those creeps on ice

till Duke can bust
into Cobra's base!

Then let's get down and dirty!

There's got to be hundreds
of those things out there!

And here I was
starting to feel left out.

We do this fast
and clean, people.

Ten minutes: in and out.

Synchronize Gauntlets!


Cobra's right on schedule.

Snake Eyes, start the diversion!

I'd call that diverting.

I have prepared Hawk

for his procedure.

Like I do everything
else in this lab.

Mindbender, the bioextractors
from the National Zoo!

All of them!

But... I've never put that much
venom into a single subject.

He might become too powerful,
even for the Fangblade!

I said all of them!


Let's try a little of this,
a little of that,

uh, some of this...

and all of this!

Oh, I love science!

Over Kill, open the cylinder!
Now, General Hawk,

prepare for
maximum venomization!

Drop it! Now!
Now! Now!

Coil Crushers!

Crush those Joes like
the insects they are!

See what's possible

when I venomize
ordinary civilians

with a touch of
boa constrictor DNA?

That's why you came after
the zoo animals?

To take their DNA?!

They weren't ordinary
animals, Duke.

They were Alphas,
the best of the best.

And when I venomize a
born leader like General Hawk

with DNA from
all the alpha animals,

Cobra will have the ultimate
leader for the ultimate army.


You mean the civilians
you've kidnapped!

Oh, they're merely
unimportant test subjects.

To prove we can create
a venomized army

wherever we need one.

You're taking people
from their homes,

parents from their children!

You're a...

...a monster!

If it's a monster you want,
then a monster you will get!

Over Kill, open the cylinder!

Open the cylinder.
Open the cylinder.

Open the cylinder.
Consider it done!

For all the good
it'll do you...

nothing happened!

I... I told you, I've
never attempted

a transformation
like this.

Mindbender never attempted,

never attempted,
never attempted.

As usual, Mindbender,
you put too much faith...

too much faith,
too much faith,

in organics... eh, eh,
eh, organics...

...when what is needed
is a mechanical solution!

Like my supercharged
magnetic induction fields!


What's he doing to Hawk?

Magnetic, magnet
induction fields. Ah, ah!

Over Kill's gone mad!

Oh, at least
he isn't boring.

Now that's
more like it.

Meet Cobra's newest general,

Venomous Maximus!

Is that you?


Help me!
Stop me before I...


You are my general,
and I say...


I do not need your orders

to lead my venomized forces
against G.I. Joe.

Release the prisoners!

It will make for a
more interesting game.

Duke, what do we do?

We fight for our lives.

Get out of there!

Well done, General.

Now bring victory to Cobra by...

Victory is mine.

Keep firing into the snow!

We can lose these guys
in the steam cloud.

Hey, guys!
That's ten minutes.

Time to get our man Duke.

And I was just
getting warmed up.

You are weak, Duke.

You have no chance against me.

Just as your pathetic forces
will have no chance

against my venomized troops.

His venomized troops?!


Duke, Kamakura! Time's up.

Have you found Hawk?

This is Duke.

Cobra's mutated Hawk, venomized
him into some kind of monster!

We're on our way!

I say again, negative!

It's too dangerous.

All personnel withdraw!
That's an order.

Oh, how disappointing.

We missed the floor show.

I'll dispose of this one,
free of charge.

This one is mine.

No, no, no!

Duke is mine,

and l will deal with
him my way.

Is that understood,

Very well.

Understood... for now.

Thanks for the fast evac,
Wild Bill.

This operational command center
is a total write-off.

Only thing we can do is chop
everything back to Joe H.Q.


Copy that, Scarlett.

Wild Bill out.

See anything

Maybe. I think that... Aah!

You're using a
kung fu grip on me?!

If you wanna keep
that arm, Doc,

you've got some
questions to answer.



Question number one:
What's a veterinarian from

the National Zoo doing in an
abandoned army base?

I bet whoever
tranqued my animals

were the same ones
who trashed your secret base.

I don't know anything
about a "secret base," Doc.

Look, I don't give
a flying fish

about the military or your
classified G.I. Joe unit.

I did two tours
as a Navy SEAL

and that was plenty.

The only reason I'm here
is to find out

why someone stole
DNA samples from my animals.

DNA samples?!

If you've been holding back
vital information about...

Holding back?!
I'm here, aren't I?

It's amazing you could
convert that wreck

into this hover craft
so fast, Gung-Ho.

Thanks to Hi-Tech's design

and the proper motivation, eh?

Hang on, Joes!

We're hitting the water.

They've stopped firing?!

Yeah, like they're
afraid of water...

Or something in it.

Heads up!

It's Flint and the launch team.

Not the whole team.

Tunnel Rat's missing.

Ahoy, Flint!

Ahoy, yourself.

You swabbies got
a working radio?

Sure do, but our satellite
hookups are spotty.

I think we lost one.

We lost more than
a satellite, bros.

Cobra captured our
launch facility.

But the weird thing is,

they gave up following us
when we hit the water.

Well, then at least we don't
have to worry about...


Break out the re-breathers!

Off the boat, Fish Face!

Hey, don't touch those things.

They're like electric eels.

Shocking! Shocking!

Gung-Ho, you're a genius!

Get some metal between them

and they'll
short-circuit each other!

Gung-Ho, get the Chief!

I'll get Wetsuit.

Yo, Flint!

We could use some of that
electrical wire out here!

Hey, Polly! Wanna cracker?


Cracker, cracker!


Come on, Polly.
You can do it.


Bird overboard!
Bird overboard!

Okay, Shipwreck, your turn!

Way to go, Polly.

Polly's gone.

Ooh! What is taking
so long, Mindbender?!

I need more venom
to make more troopers!

We lost too many BATs
in Antarctica.

I need
more lab workers.

Venomous Maximus, I order
you to assist Mindbender!


I command my army.

I "assist" no one.

As of now, our fight
is with G.I. Joe,

but remember, the Venom
Troops answer only to me.

Don't you ever...

After Cobra has dealt
with G.I. Joe,

I will deal with you.

He's too powerful.

I warned you
this would happen.


We'll use your monstrosity
to destroy G.I. Joe,

and then Venomous Maximus
will face my wrath.

Too powerful...
too powerful.

I heard everything, General,

and I know this
organization will benefit

from a change of command.

There's no base out here.

Link, I said it was a...

"secret base".

That's everything
we have, Link.

What's your
professional opinion?

I don't know how
it's possible,

but those enemy soldiers...

I believe they're humans
enhanced with animal DNA.

In this case,
from what's on the tape,

I'd say Arctic wolf.

Can you reverse the process?

Technically, yes,

but I doubt those things
will stand in line

for a shot of the antidote.

Hey, Doc, you invent the cure,

I'll invent
the delivery system.

There is no door.

Good move, Kamakura!

They've taken Hawk...

and everything else.

This is Duke, calling
any G.I. Joe station!

Any station, come back.

Duke! You're alive!

Calling all G.I. Joes!

Oh, it's time to tune
to the Cobra Channel.

Oh, hello.

Today, for your
viewing pleasure,

we present the first
and last episode

of a brand-new
reality show I call

...No Survivors!


And like all good shows,

it ends with a bang.

Over there!

That one!


No use! I'm stuck!

Leave me.

You still have a chance.

This team stays together.


I was supposed
to watch his back.

You didn't let him down.

I say again, this is Duke

to any G.I. Joe station.
Come back!

- Duke!
- So what's going on down there?

You guys having
a party or something?

We are now!

Then another chunk
of concrete

knocked the pipe
off Kamakura,

and we were able to get
to the Night Adder

before the whole base caved in.

'Course, Kamakura isn't
the only thing that needs

to be patched up.

I got a new gauntlet
for you.

Good. Because this one
I'm giving back to Hawk.

In person.

Now, what's the latest?

Flint and Shipwreck reported
in from South America.

Cobra's overrun our
South American launch facility.

So that's their second base.

With our launcher,
Cobra can deliver

their venom anywhere
in the world -

transform whole cities into

armies overnight!

Even if I find
an antidote,

there's no way
to make enough

to save everyone
in the world.

Which means it's up to us.

We have to stop Cobra
once and for all.

Before they use that launcher.

You are cleared
for vector grid 000.

So, what you
bring me?

Your present's in
the back seat,

wrapped up all nice and pretty,

compliments of Flint 'n
Shipwreck and the boys.

Brilliant genetic engineering,

but there's one critical flaw.

Looks like a simple
amino acid substitution

will make it easy to
separate the animal DNA

from the original human DNA.

Odd that somebody would
make such a basic mistake.

Hey, ask me if I'm surprised.

Dr. Mindburger
is a couple of circuits

short of a motherboard,
if you know what I mean.


Let's hope this does the trick.

It worked!

Leave the rest to me.

Cobra Commander,

the launch computers
have been reprogrammed

for our venom payloads.

We can launch within the hour.

You landed
two hours ago.

What kept you?

We caught a spy -

a G.I. Joe code
named Tunnel Rat.

He's been hiding
in the jungle

trying to find out
what we want

with this launcher.

Then let's give the little
rodent a front-row seat

for our very first launch.

Listen up!

Flint's gonna
bring us up to speed.

We've scouted the Citadel,

and this is where
Cobra Commander

has set up his command post.

So, we figure that's where
the big guys will be -

including Hawk.

This is the launcher.

Cobra BATs have
already loaded it

with venomization payloads.

Snake Eyes, you and your team
will target the launcher.

I know it'd be a lot easier

if we could just
blow up the launcher,

but we can't.

That base is full
of innocent civilians

that Cobra's venomized
into troops,

and we can't risk
hurting any of them.

So, our mission is first:
Shut down the launcher.

Second: Get Link's antidote
to those venomized civilians.

And third: Get Cobra
Commander by the shorts

and give him a twist
he won't forget.

Give him a twist!

Okay, team, lock and load!

Go... Joe!

Stand by for primary
launch sequence

in 11 minutes on my mark.

"Launch sequence initiated."

Somebody'd better tell me
that isn't...

G.I. Joe!

First wave.

follow me!

A rain forest?

In Siberia?

They have an antidote.

And you call yourself a genius?!

Storm Shadow,
we must make sure

the payloads launch.

Destro! How much time?

Nine minutes.

Hope you don't mind
we just let ourselves in.

We need Venomous Maximus!

Where is he?!

Let G.I. Joe
and the old Cobra

destroy each other.

Then there will be
nothing to stop me...

and to stop us.

When I rule Cobra,

you shall be rewarded.

Poor, poor Mr. Rat.

It hurts just to look.

- Tighter!
- Tighter!

Very funny, guys,
but let's see

who's laughin' in the end.

One G.I. Joe...

against both of us?!


This time, nothing
can save you!


This BAT makes a
darn good bat!

Get away from that!

Make me!

Let's see
how you handle

asynchronous phase inversion,
you two-bit hacker!

It's that the best
you can do?!

Double asynchronous phase
inversion back at you,


The antidote only worked
on the hybrids

exposed to it at the
highest concentration.

The rest we're gonna have
to cure one at a time.

You heard the man!

Make every shot...
paint ball count!

Yo Joe!

Now, where was I...?

On the endangered species

where all organics

Whatever that thing is,

the bigger they are,
the harder they fall.

Heavy Duty!

Venomous Maximus!

For the glory of Cobra -
we have to work together!

I do not need you!

I created you to serve me!

To serve Cobra!

You will be
the servant now.

I shall command Cobra!

No! I-I control
the Fangblade.

And now I control you.

Over Kill,
help Cobra Commander!

That's close enough!

Close enough...
You're right.

It is, close enough!

What are you doing?

What I should have done
long ago: clean house!

Clean house!

Prepare the lab for
maximum venomization

of all remaining
source material.

Yes, yes, yes!
What about him?

I will be at the
launch platform,

cleaning up his mess.

All right!

Now I can scratch
where it itches!



Iron filings?!

How come they're
stuck on me?

Ow! Hey, I'm some kind
of super-magnet!


Hey, guys!

Cuttin' edge woik, kid.

Mama Rat always
said to recycle!

Wot's dat?

Nobody want to laugh
at "poor Mr. Rat" no more?

"Clear the launch ramp!"

"Clear the launch ramp!"

We're too late!

"Five... four... three..."

"two... one... launch."

The missile.

It just stopped.

This is G.I. Joe
Citadel Launch Control.

This launch is scrubbed.

Mindbelcher, haven't you ever
heard of an "off" switch?

You simple-minded

The battle's not over.

Venomous Maximus
has turned against you.

The venomized armies
won't be under Cobra's control.

At least under Cobra,
humanity would survive,

but if those two creatures
conquer the world

we're all doomed.

Hi-Tech, you warn
the team on the platform

that the payloads are still live!

Heavy Duty,
watch Mindbender!

Scarlett, you're with me!

Worthless humans.

You know nothing.

Those are the last venom
troopers. Get 'em!

All available personnel

report at once
to the launch platform!

The launcher is still active.

You'll be all right now.

I'll take you
to the medical tent.

Okay Bendminder,

you don't want Venomous and
Over Kill to run the world...

and I want my general back.

So what do you say
we figure out

how to shut down
that launcher from here


When you put it that way,
how can I refuse?

Hold it right there!

Nothing's getting
launched today.

you gotta help me.

I'm a walking trash can.

How did it happen?

I got sucked into
a wind generator. Ow!

It charged me like a magnet.

No big deal, Dusty.

Best way
to demagnetize anything

is to reverse the polarity.


Duke, Snake Eyes!

Get Hawk to the center
of the first ring!

Hey! What about me?!


Dusty, stay back!

It's your magnetic field.

We don't know
what it will do

to the one in the launcher!


Hurry it up, okay?

And now the world will see how

a true scientific genius...

Yeah, yeah, whatever.

It's on.

Uh, guys!

We gotcha!

That junk from Dusty -
it's blowing right through him.

What's wrong
with my uniform?

What happened?
I'm so clean!

I hate being clean.

Flint! We need the antidote.
All you've got.

Looks like we're
just ticking him off.

That's all we have, Duke.

Is it enough?

Hawk, you have
to help us now.

Fight it!

Any way you can.

I know you're inside.

We need you, Hawk.


That's it, Hawk.
You can do it.

I do not need you
to tell me that.

All my enemies lined up
on the launch ramp?!

So, if I just
press one button,

I can create my first
venomized army

and rid myself of Duke
and Venomous Maximus,

all at once.

I win!

Hawk! Hawk,
are you all right?

You're back.

Thanks to my friends.


What happened to
the holding headquarters?

Ah! It's launching
the missiles backwards!

What happened?!

- We reversed the polarity.
- We reversed the polarity.

It's just gonna keep launching
those things, isn't it?

Talk to Brainbender.

He's your Employee
of the Month.

No "off" switch!

♪ But you won't know my name ♪

♪ While you're sleeping,
midnight dreaming ♪

♪ Waking up to a new day ♪

♪ I will never leave you
to fend for yourself ♪

♪ Trust me to stand behind you ♪

No, no, no! The organics
are destroying everything!

They no longer deserve
to rule this world!

♪ I will lead you,
you will lead me ♪

♪ Lead each other to victory ♪

♪ Courage will last
in the face of the enemy ♪

That's the last planeload
of civilians.

Gonna be a lot of happy kids
getting their parents back today.

Mission accomplished.


Looking sharp.

Felt good being
back in action.

Wouldn't mind a chance
to help out and do it again.

Welcome aboard,
Dr. Talbot.

See? I told ya so.

When we get back to HQ,

I'll fit you for
your own Gauntlet.

Speaking of Gauntlets...

You keep that one.
You earned it, Duke.

Guess there'll be no living
with him now, right, Snake Eyes?

Snake Eyes?

♪ I'll stand right by you,
I'm your glory unseen ♪

♪ Glory unseen. ♪

Keep walking!

Justice is served.

I, uh, um...

Well, let's not be
too hasty eh, Joes?

Would a substantial bribe
be out of the question?


Yo Joe!

♪ I will save you,
but you won't know my name ♪

♪ While you're sleeping,
midnight dreaming ♪

♪ Waking up to a new day ♪

♪ I'll be your hero,
no matter who you are ♪

♪ Now my honor never falter ♪

♪ Protect freedom for us all ♪

♪ I will never leave you
to fend for yourself ♪

♪ Trust me to stand behind you ♪

♪ I'm your glory unseen ♪

♪ Yeah ♪

♪ I will know you
and I will be your friend ♪

♪ Loyalty protects us ♪

♪ It's a bond
that'll never end ♪

♪ I will lead you,
you will lead me ♪

♪ Lead each other to victory ♪

♪ We are steadfast,
courage will last ♪

♪ In the face of the enemy ♪

♪ I will never leave you
to fend for yourself ♪

♪ Trust me to stand behind you ♪

♪ I'm your glory unseen ♪

♪ I could never betray you ♪

♪ You fall, but I save you ♪

♪ I'll stand right by you ♪

♪ I'm your glory unseen ♪

♪ Strength now failing ♪

♪ Skies grow darker ♪

♪ Armor holding ♪

♪ We're surrounded ♪

♪ Constant with me ♪

♪ We won't cower ♪

♪ Battle's closer ♪

♪ We can win this ♪

♪ I will never leave you
to fend for yourself ♪

♪ Trust me to stand behind you ♪

♪ I'm your glory unseen ♪

♪ I could never betray you ♪

♪ You fall, but I save you ♪

♪ I'll stand right by you ♪

♪ I'm your glory unseen ♪

♪ I will never leave you
to fend for yourself ♪

♪ Trust me to stand behind you ♪

♪ I'm your glory unseen. ♪

Yo Joe!