A 40,000-year-old race of snake people resurface, and with help of Serpentor, Destro, Baroness and Dr. Mindbender, plan to eliminate all of mankind and rebuild Cobrala. While in exile, they developed a plant whose spores turn ordinary men into mindless, weak animals. Humankind's very existence depends on G.I. JOE, but are they strong enough to fight a warrior race with 40,000 years of experience?