Storm Shadow has been killed by The Baroness -- shot in the head. Dr. Mindbender has Storm Shadow's body taken away to use his DNA in upcoming genetic experiments.
Zartan, now fully recovered from his battle wounds and still disguised as Rip-Cord, attempts to escape from the Joe's infirmary at The Pit (GI Joe Headquarters). Using his chameleon powers he shape shifts, assuming the identity of differnt Joe's. Ultimately he is knocked-out by Sgt. Slaughter who makes his 1st appearance.
Mean while Rip-Cord, recovering from battle wounds and disguised as Zartan, attempts to track down his girlfriend, Candy.