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Two soldiers stationed in Kazahkstan (Captain Duke Hauser and his partner 'Ripcord') are ordered to transport special warheads created by MARS, an arms' manufacturer controlled by James McCullen. When they are attacked by thieves (led by Anastasia DeCobray, with whom Duke has history), they are saved by a top secret, international special forces unit known as 'G.I. Joe'. The leader of G.I. Joe, General Abernathy (or Hawk) is on the trail of the thieves: an evil organization called 'Cobra'. While Duke and Ripcord train to join the Joes, McCullen ('Destro') is secretly working for Cobra and plotting to recapture his metal-eating 'Nanomite' warheads. Duke and Ripcord (with help from Heavy Duty, Snake Eyes, and the rest of the Joes) must prove that they are Real American Heroes -- by stopping the launch of these warheads before Cobra uses them to take over the world.