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Cobra Commander, disguised as White House Chief of Staff Garrett Freelowe, tries to convince the President to shut down the G.I. Joe team. When he fails, he creates a new team called the Phoenix Guard led by General Philip Rey, a former G.I. Joe commander, and consisting of Friday (Zarana), Halo (Wild Weasel), High Tide (Copperhead), Mech (Scrap-Iron), and Snake-Eater (Firefly). They initially upstage G.I. Joe, by beating them to a Cobra base in Utah, before the government sends them to take over The Rock and displace the G.I. Joe team. The Phoenix Guard infiltrates The Rock, and manages to capture Roadblock, Shipwreck, Stalker and Hawk. The remaining Joes fight off the attack, as Duke finally returns, and General Rey discovers the true identities of the Phoenix Guard members. G.I. Joe finally captures most of the Phoenix Guard, but the Baroness escapes during the fight.