Fortress Maximus attempts to defeat an upgraded Megatron aboard the Ark.


Megatron, having been recently upgraded by Cobra, has taken control of the Ark and kidnapped undercover agent Dr. Biggles-Jones. Skydive and Spike Witwicky, one-time Headmaster partner to Fortress Maximus, have each managed to sneak on board in order to attempt to thwart Megatron's plans. Spike finds Fortress Maximus's body heavily damaged and is barely able to get the body functioning when he is forced into battle with Megatron. Fortress Maximus proves no match for the upgraded Decepticon leader, and only a distraction provided by Skydive proves enough to allow Maximus to walk away from the battle. He and Spike sacrifice themselves to destroy the Ark's antimatter conversion chamber, hoping to destroy the ship and Megatron with it. Although the Ark is destroyed and Skydive is able to rescue Dr. Biggles-Jones, the fate of Megatron remains unknown...

Meanwhile, on Earth, Hot Spot, the last member of a party of Autobots sent to Earth to deal with Megatron's return, sacrifices himself to ensure that Cybertronian technology does not fall into Cobra hands. When Skydive returns to Earth with Dr. Biggles-Jones, he and members of G.I. Joe reflect on the sacrifices of Fortress Maximus and Hot Spot.

Featured characters

(Numbers indicate order of appearance.)

Autobots Decepticons Humans


  • Hot Spot should be rendered as two words, but is consistently rendered "Hotspot" here.
  • On page 8, Spike transforms directly into Fortress Maximus's head, rather than Cerebros's.

Items of note


Covers (1)


  • None yet identified.
Community content is available under CC-BY-SA unless otherwise noted.