| Synopsis
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- 1.420092E9
- thumb|290px|The Montana docks amid much fanfare."And here she is, folks! The USS Montana!" Ramirez announces. "The greatest fighting ship to ever sail the high seas!" The gangplank is lowered and the battleship's entire crew disembarks, amid the thunderous applause of the assembled crowd. All except for her commander, who stands alone on the bridge, deep in thought with his hands behind his back, staring absently out the forward windows. He is soon joined by Hawk and Overton, the latter of whom greets him, saying "Welcome! Welcome home, Admiral Lattimer!"
- The scene then cuts to Shipwreck, who is sitting on the deck of a W.H.A.L.E hovercraft in the harbor, along with several other Joes. Being a dedicated man of the sea, he's anything but happy to see the Montana go and disgustedly comments, "Eh...they're nuts to scrap her! She's got the lines of a lady and the punch of a dock fighter!" prompting Polly to humorously quip, "But can she cook?" and fly off. Shipwreck irritably replies, "COOK?! How about stuffed parrot, you...?! Hey! Come back here, featherbrain!" and chases after his pet, only to slip and fall over overboard, just as the Montana comes in to dock.
- Horrified, Hawk shouts and waves him arms in a futile effort to make his friend cease fire. This surprises Wet-Suit, who tells him "Easy, sir. They're only mothball scrap." Hawk glares and quickly snaps "That's not the point, Wet-Suit!"
- True to his word, a Cobra attack submarine surfaces alongside the Montana and offloads a mysterious device, which is immediately installed on the battleship's forward deck by a work gang of Cobra Troopers. Lattimer is immediately skeptical of its ability to protect his ship, but is interrupted by a sudden video call from Hawk, who makes a last-ditch appeal for him to surrender; if he does not comply, GI Joe will have no choice but to launch a heavy attack on the ship. He seems to consider this for a moment, but Destro, playing on the admiral's fears, convinces him that a surrender will mean prison for him and the scrapper's torch for his ship. Lattimer tells Hawk that it's too late for him to turn back now and then abruptly ends the transmission. As he turns away heavily, Destro tells him he's made the right choice, but Lattimer replies bitterly that he ran out of choices when he joined Cobra.
- Lattimer is aleft|thumb|Destro's Pulse Modulatorstonished and Destro explains that the device, which he calls a "Pulse Modulator", completely surrounds the Montana with a powerful electromagnetic bubble for 2 miles in all directions, rendering any attacking ship, missile or aircraft which enters it, completely useless. His confidence restored, Lattimer picks up the Cobra uniform earlier set aside and muses that he might just enjoy wearing it after all. Destro merely laughs evilly.
- Outside, just as Shipwreck is helped back aboard the W.H.A.L.E. by Wet-Suit and Deep Six, the Navy yard suddenly comes under attack by a squardon of Cobra Firebats. Onboard the Montana, Overton jumps to the conclusion that Cobra is trying to wipe-out the Navy's fleet officers, but Hawk quickly points out that this couldn't be the case, since the Firebats are not shooting at the grand stands.
- Within moments, an entire wing of GI Joe's Conquest X-30 foward swept wing fighters, backed by a floatilla of W.H.A.L.E.s converge on the stolen battleship, ready to blow her out of the water. Aboard the lead W.H.A.L.E., Shipwreck remarks on the sad end of such a "grand lady" just before he fires his torpedos, followed quickly by the other W.H.A.L.E.s. The X-30's all follow suit with their air to ground missiles and for a moment, it appears as if the Montana is doomed.
- Back in the present, the memory of the crash and his rescue by the Montana seems to decide things for Lattimer and he reluctantly orders "all ahead full" on the engines. Destro commends his decision, patting him on the shoulder and telling him "Wise decision, Admiral Lattimer."
- thumb|Cobra's flag flying aboard the MontanaAboard the Montana, the B.A.T.s shoot the American flag off the ship's mast, setting it afire in the process and then raise a white and red Cobra ensign in its place. Seeing this, Lattimer remarks with some regret, "Well...I guess this is it. No turning back." Destro asks him if he was thinking of reneging on his promise, but Lattimer quickly replies, "No! The Montana and I serve Cobra now...one-hundred percent!" Destro then demands a demonstration of his loyalty to Cobra and Lattimer orders all four of the battleship's turrets loaded. He then opens fire on a line of decommissioned warships waiting to be scrapped and destroys several other battleships and obsolete aircraft carriers, saying bitterly "I'll show the Navy what they can do with their mothball fleet!"
- Aleft|thumb|The Constitution short while later, four of GI Joe's Tomahawk helicopters are seen flying in formation over New England coastline. Their destination: the sail-powered wooden frigate, USS Constitution, the oldest ship still on active duty in the US Navy. As Hawk explains, the Pulse Modulator on the Montana will stop any modern vessel, leaving the 1797-built Constitution as their only choice for a good close-quarters attack ship.
- Horrified at the realization that Lattimer himself is behind the Cobra attack on his ship, Hawk implores him to reconsider, saying, "George! You can't betray your country...your friends!" Lattimer hesitates for a moment and we are shown a hazy, black and white memory sequence in which the Montana is under heavy fire and taking severe damage. On deck, a frightened sailor screams that they're all going to die, while a younger Lattimer confidently assures him that the Montana will pull them through. The memory sequence fades and back in the present day, Lattimer says firmly, "Hawk, I've only got one friend: the Montana! And I'm not letting them cut her up!" Before Hawk can respond, however, a squad of B.A.T.s bursts through the door to the bridge and on Destro's orders, immediately attack him. A struggle ensues, resulting in the captain's chair being broken-off its mount and one of the forward bridge windows shattered, through which Hawk immediately jumps. Destro confidently says that he won't escape, because the B.A.T.s have completely taken over the ship, to which Lattimer responds, after another moment's hesitation, "Then let's get underway!"
- The waves also play havoc with the systems aboard the attacking Joe craft: Slip-Stream's fighter tumbles out of control and crashes into the sea, as does every other X-30, forcing their pilots to eject. Meanwhile, Shipwreck suddenly finds that his W.H.A.L.E. has no power and neither do the other hovercraft in the floatilla. Incredibly, the entire attack force has been completely neutralized without putting so much as scratch on the Montana.
- frame|GI Joe commandeers the USS Constitution
- left|thumb|Admiral Lattimer
- On the bridge, Hawk finds who he assumes to be Lattimer, seated in the captain's chair with his back to him and yells at him to get up and join the fight. However, the seated figure merely laughs and swivels around, revealing himself to be Destro. Smirking, he asks mockingly, "On which side?" Quickly getting over his initial surprise at seeing Destro there, Hawk angrily pull his sidearm out and demands to know what he has done with Admiral Lattimer. To his shock, however, Lattimer suddenly steps into view from behind him and points his own sidearm at Hawk, saying "Anything is better than retirement, Hawk. Even if I have to serve Cobra!"
- Sometime later out at sea, Destro presents Lattimer with a blue Cobra naval uniform, which he says is a gift from his "good friend, Serpentor." Lattimer, however, is worried about the possibility of the Montana coming under attack by GI Joe and fumes that they're a sitting duck in the middle of nowhere, because Destro has provided no air support for the battleship. Destro tells him not to worry, as special protection is arriving at that very moment.
- Destro tells Lattimer that they are within thirty miles of the Atlantic Fleet. Lattimer sadly comments on how "a lot of fine sailors" will likely perish in their attack, but Destro reminds him that these are the same people who tried to have his ship "sliced into razorblades." Lattimer assures him that they will "tear that fleet apart."
The Joes hide the Constitution behind a deserted island to mask their presence on radar. Deep Six expresses concern that once they are spotted, they will be "blasted into matchwood." Hawk acknowledges that a direct assault would be suicide, they will instead stay where they are, as the Montana will pass by them as she heads out to engage the Atlantic Fleet. From the crow's nest, Shipwreck announces the Fleet's impending arrival. Hawk chastises Overton for leading his men to certain death.
Destro and Lattimer have also noticed the Fleet's approach, and Lattimer orders all hands to battle stations. Destro laughs evilly, saying that this should be easy. Lattimer disagrees, insisting that it never is.
As the Montana gets closer, the Joes put the Constitution into full sail in a bid to intercept her. As they get closer, Bazooka launches a grapping hook onto the Montana, which the Joes use to board the ship. A protracted shootout with the B.A.T.s ensues, and a stray shot destroys the line tethering the Constitution to the Montana. The Joes are now trapped on the ship with the B.A.T.s threatening to overwhelm them by numbers alone. With his assault rifle running low on ammo, Hawk climbs onto one of the Montanas anti-aircraft turrets. The improved firepower enables him to decimate the B.A.T.s and destroy the Pulse Modulator.
With the Modulator destroyed, Lattimer's confidence evaporates, as there is now a very real possibility that his ship is lost. But Destro has a backup plan, he programs the automated weapons systems to attack the Atlantic Fleet. Though the Montana will be destroyed when the Fleet retaliates, half the fleet will go down with her. Lattimer urges that they surrender, as they have clearly lost. Destro insists that only Lattimer has lost, before punching out the Admiral and placing the Bridge computer on security lockdown.
As the B.A.T.s are purged from the upper decks, Hawk and Wet-Suit notice Destro flying away in a Trubble Bubble. They head to the bridge, and find Lattimer at the computer, attempting to override Destro's lockdown. The ship's Main Battery fires on the Atlantic Fleet, which quickly returns fire. Lattimer tells Hawk that with the Bridge computer locked down, they will have to manually shut down the Main Battery using the auxiliary fire control in Engineering. He leads Hawk, Shipwreck, and Deep Six to the engine room, which is still occupied by B.A.T.s. The Fleet deals a critical blow to Montana, breaching its hull, and causing Engineering to flood. The flooding water thins the B.A.T.s' numbers, allowing the Joes to retake engineering. They destroy the AFC, and the Montanas barrage ceases. Overton briefly wonders if the threat is over, but he doesn't want to take any chances, he orders his men to destroy the Montana. As the Joes abandon the sinking Montana and swim to the Constitution, Lattimer decides to go down with his ship. Hawk punches him out, and jumps out of the ship with the unconscious admiral on his back. Lattimer regains consciousness, and bitterly retorts that Hawk should have let him die.
Once back on the Constitution, Hawk inquires about casualties. Mainframe acknowledges that a few of their teammates were injured, but everyone survived the mission. Hawk then turns his attention to Lattimer, who sadly watches his ship sink into the ocean. Shipwreck wonders what will happen to Lattimer, as he has technically committed treason. Hawk says he doesn't know, but he has just received the worst punishment any captain can face.
- In a moment of humor, Shipwreck comes up from below decks wearing an 18th Cenleft|thumb|Shipwreck and Polly in 18th century naval garbtury naval uniform and sporting an eyepatch and cutlass, which he pilfered from the ship's museum. Walking with a mock limp, he begins barking orders like an old sea dog, even threatening to keel-haul the other Joes, who quickly chase him up the rigging into the crow's nest.
- Back at headquarters, Admiral Overton tells Hawk that he's had his chance to convince Lattimer to surrender and that he knows what must be done. His voice heavy with regret, Hawk agrees and sends the order to all of GI Joe's sea and air attack units: "Sink the Montana!"
- Up in the grand stands, General Hawk, peering through a set of binoculars, remarks sadly to Admiral Overton beside him, "So passes an era, Overton. We'll never see the likes of the Montana again...don't know if I like that." Overton merely snorts and replies that there's nothing to like about it, because the Montana is "old and out-moded". He pauses briefly, then with a slight tinge of bitterness in voice, adds that her captain is too.
- Satisfied with the demonstration, Destro announces that the Montana 's next stop will be Norfolk, Virginia, which Lattimer immediately recognizes as the headquarters of the Seventh Fleet. Destro replies, "Precisely. Sink that fleet, and the Montana will rule the Atlantic!" Grinning with perverse anticipation, Lattimer quickly agrees to the plan, vowing that "The Navy will regret trying to scrap the Montana!" Laughing evilly as the ship leaves the now-burning mothball fleet in its wake, Destro comments that they're already regretting it.
- Ramirez's narration continues: "But despite her final fate, today is a day of honor and recognition for this heroic ship!"
- Later, back at Joe Headquarters, Hawk announces that Admiral Overton has committed the entire Atlantic Fleet to bringing down the Montana; a suicidal move which will almost certainly result in the loss of the multiple ships and hundreds of lives. With the Pulse Modulator aboard, Shipwreck quips darkly that Overton "might as well throw spitballs at it", to which Polly adds, "And paper airplanes!" Hawk continues that they have only one chance to prevent the impending tragedy and that he needs volunteers for a very risky and very unauthorized swipe at the stolen battleship. Without hesitation, the entire Joe team steps forward to volunteer.
- On the battleship's bridge, Lattimer watches the large number incoming projectiles on a radar screen with great worry and comments to Destro that he hopes he can swim. Pressing a button, Destro replies confidently that all is under control and that there's nothing to fear. On the Montana 's forward deck, the mysterious device installed by the Cobra Troopers activates and with an audible, high-pitched screech, begins to emit strange, glowing waves of energy, which stream out from the ship in all directions like ripples on a pond and harmlessly detonate the incoming missiles and torpedos long before they can even get close to the ship.
- Down on the deck, the B.A.T.s are closing in for the kill and Hawk defiantly challenges them, saying "Alright, let's get this over with!" as he blasts them repeatedly with his sidearm. The shots do little to stop them, however, and just like Admiral Overton, he is soon captured and thrown over the side. As the Montana picks up speed, Hawk is pulled under, nearly drowns and is almost sucked into the battleship's massive propellor. Fortunately, he survives his brush with near-death and is hauled, gasping for breath, aboard the W.H.A.L.E. by Shipwreck, Deep Six and Wet-Suit.
- The scene then cuts to a Cobra Moray assault hydrofoil, which has just entered the Navy yard. Inside the Moray's cabin, Destro orders the pilot to close-in on the Montana, while underwater, a large force of Cobra's Battle Android Troopers also heads for the battleship, walking along the bottom. Without warning they suddenly swarm over the docks and aboard the Montana itself, quickly overwhelming both the defending Joes and the Naval Shore Patrol officers with their sheer numbers. On the Montana 's forward deck, Overton attempts to fight them off with his sidearm, but to no avail. Hawk, pointing out the futility of Overton taking on such a large force with a "peashooter" , climbs onto one of the battleship's anti-aircraft laser cannons and starts mowing the invading B.A.T.s down, but it soon proves to be an equally futile effort. The robotic soldiers just keep coming in ever-greater numbers, quickly overrunning his position and putting the cannon out of commission. Hawk is forced to retreat and heads for the Montana 's bridge, while several B.A.T.s capture Overton and unceremoniously toss him over the side into the water.
- Lattimer turns and, with a grim expression on his face, responds icily, "Have the harpies of the shore come to pluck the eagle of the sea?" Overton is offended and snaps back, "Don't wax poetic with me, Lattimer!" Hawk, however, is more sympathetic and soothingly tells Lattimer that they're not there to celebrate the end of his career, but that they're honoring both him and his ship. Lattimer only points angrily at the assembled crowd on the dock below and snarls, "If you think that circus out there is some kind of honor, then you're no friend of mine and never have been!"
- Boarding the old frigate, the Joes quickly weigh anchor and attach cables from the Tomahawks to her hull. On Hawk's order, the Constitution is lifted into the air and carried off, much to the shock of the Naval Shore Patrol officers tasked with guarding it. Later down the coastline, she is placed back in the water and the Joes set about readying the old ship for action.
- Going to the ship's helm controls, he orders "all ahead slow". The B.A.T.s down in the engine room respond to the orders and the mighty battleship eases forward, its powerful engines snapping the mooring lines securing it to the dock. Peering down onto the deck, Lattimer is horrified to see that Hawk is surrounded by B.A.T.s on all sides and in very real danger of being killed. Destro, sensing Lattimer's hesitation, tells him to choose now, saying that he can either save his friend or he can save his ship. We are shown another black&white memory sequence, in which a younger Lattimer is flying an out of control helicopter in a storm at sea. Unable to maintain control, he just has time to send a distress call to the Montana before he crashes in the water. He surfaces, but has no life jacket and is barely able to stay afloat in the storm-tossed seas. Crying for help, he is saved just in the nick of time by the sudden arrival of his beloved ship.
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