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The Joes and Cobra are in a battle to get ahold of a device that can transform matter into any other substance. When they accidentally used it on themselves, the result is unexpected.



Featured Characters

(Numbers indicate order of appearance.)

G.I. Joe Cobra Civilians
  • Herb (20)
  • Martha (21)

Featured Vehicles & Equipment

G.I. Joe Cobra Civilian
  • Mobile lab complex
  • Patrol car


  • "You may find out, in the worst possible way, unless we get our base back!"
--Flint responding to Steeler, who had wondered aloud what difference it would make if Joe or Cobra was victorious in their war.


  • While the Mauler burns, a layer error causes a dark green shape to blink on and off in the flames.


  • Putting aside the fact that the science behind the matter transmuter is impossible, simple biology tells you that you cannot create organic matter from an inorganic substance, such as changing a rock into an apple.
  • Baroness and Zartan were wearing breathing masks under their disguises, and nobody noticed anything strange?
  • The positions of the sleeping Joes change between commercial breaks.
  • The store owner runs after Flint and his team when they drive away on the motorcycles they just purchased from him, yelling at them that the American currency they paid with is worthless. How did he not notice right off the bat that the money was no good? After all, he looked at the bills, counted them and put them away in his cash register.
    • He may have been more concerned with "enemies of the people/state". Only after the retinal eye scanner was passed and Martha mentioned G.I. Joe did Herb decide to examine the currency.
    • American currency and COBRA currency may use similiar designs.
  • On that note, how fortunate is it that Flint would be carrying enough money in his wallet to pay for six motorcycles?
    • The prices in the alternate dimension may be lower.
  • While the Joes are shopping for motorcycles, Grunt asks in a surprise voice, “The weather domina -?” But Flint raises his hand in the shape of a "C". Flint's hand gesture could be interpreted as a sign for "Cobra" or "Clam up".
  • As Clutch reads the roll call of dead Joes, he says Breaker's file name is "Albert L. Kibbey"; Breaker's file card says Alvin R. Kibbey.
  • Barbecue was awfully quick to smash open that newspaper box, wasn't he?
  • Lady Jaye and the others were flying over South Dakota and then shortly thereafter, over Washington, D.C. Even the fastest planes would take several hours to get that far.
  • When the female Cobra Trooper, Leila, first appears in this episode, her uniform features bare thighs and a high-cut bikini bottom. In the next episode the legs will be colored. However, the skimpier togs, will be used in the next episode for one shot along with bare shoulders.
  • At 16:49, the Armadillo is colored black, despite being green a few minutes earlier.

Items Of Note

  • Several scenes from this episode made it into the series' closing credits, including Flint flying his glider into a tree, and Steeler jumping clear as the Mauler explodes.
  • Baroness disguises herself as Dr. Renault, inventor of the Transmutor, while Zartan poses as General Wagstaff.
  • Baroness uses the same exact voice for Dr. Renault that she used for Major Juanita Hooper in the first Joe mini-series.
  • At the beginning of the episode, Steeler seems to have the onset of Post Traumatic Stress Disorder, which seems to heighten as the episode goes on (exacerbated by the bite of the mutated bug, no doubt).
  • Grunt becomes the last of the original 1982 Joes to receive a showcase episode. Unlike Clutch, whose character model had been updated to reflect his V.2 action figure, Grunt maintains the green fatigues from his original V.1 figure.
  • After climbing the bridge in this episode, Copperhead is never seen again in any Sunbow episode or the movie. Assuming he traveled to the alternate universe with the Joes, he either liked it there and decided to stay, or died in the fall.
    • However, Copperhead returns in the DIC mini-series Operation: Dragonfire, whose continuity follows the Sunbow series, so he survived and, if went and stayed in the alternate universe, his return would fall in the same mystery as the G.I. Joe members who stay at the end of part II.
  • A Skyhawk is able to hack into camera systems.
  • A Tele-Viper's full face is seen.

G.I. Joe references

  • The store owner mentions the government testing equipment such as the Weather Dominator, the device from The Revenge of Cobra.
  • The names on the list of MIA Joes are all from the figures' filecards.


  • As the Joes blast their way into their mothballed headquarters, the sound effect is recycled from the 1950s War of the Worlds movie.
  • This is the first instance of words visibly scrolling across a Tele-Viper's visor.
  • The monuments Cobra defaces include Mt. Rushmore, the Lincoln Memorial and the U.S. Capitol building.
  • The statue of Baroness in New York uses the same pose as the Statue of Liberty.
  • PTSD


  • Coming soon

I'm just not seeing the big picture!!!

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