G.I. Joe locates the secret base and fly there as McCullen loads three missiles with nano-mite warheads. After Snake Eyes takes out one, Ripcord pursues the remaining missiles in a prototype Night Raven jet while Scarlett and her group infiltrate the base. While Scarlett and Snake Eyes attempt to shut down the Arctic base, with Heavy Duty leading an attack on Cobra's forces, Duke learns that the Doctor is Rex Lewis, Ana's brother believed to have been killed on a mission led by Duke four years ago. He was trapped in a bunker with Doctor Mindbender (Kevin O'Connor), disfigured in the blast which everyone presumed had killed him. The Baroness tries to free Duke but the Doctor reveals he has implanted her with nano-mites which has put her under his control for the past four years, admitting his amazement that she is resisting the programming. Attempting to kill Duke, McCullen ends up being facially burned as he flees with Rex to an escape vessel. Duke and the Baroness pursue him while the Joes fall back when Rex activated the base's self destruct sequence.
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