Weapons expert James McCullen has created a nanotechnology-based weapon capable of destroying an entire city. His company MARS sells four warheads to NATO, and the U.S. Army is tasked with delivering the warheads. Duke and Ripcord are delivering the warheads when they are ambushed by the Baroness. The two are rescued by Scarlett, Snake Eyes and Heavy Duty. They take the warheads to the G.I. Joe's command center, rendezvousing with General Hawk. McCullen...

These guys are given one last chance to pull off a job without messing it up. Guess what happens? They mess up - again. Chicago's biggest mob boss doesn't like being robbed, and now he's out for blood. So are the guys whose car they stole to use as the gang's getaway vehicle. And then there is the dirty federal agent and the double-dealing crime lord who handed them the assignment in the first place.