Disclaimer: I do not own The X-men, G.I.Joe, or The Three Stooges. Red Witch came up with the unique idea of The Misfits.

(Everyones favorite attack penguin from Red Witch's Everybody Loves Penguins, visits G.I.Joe.)

When the alarm started ringing, the usual chaos ensued.

General Hawk ran out of his office and toward the communications center. On the way, he dodged a maniacal parrot and his equally insane partner.

"Awk! Batten down the hatches! Women and children for themselves!"

"Cut it out featherbrain!"

When he ran into the center, he stopped. Everyone was pointing at the screen and laughing.

"What's going on here!" Hawk yelled.

Then he paused in shock. "Ok. When did the penguins return?"

(earlier)

Todd, Lance, Althea, and Xi walked into a rarely used base.

"Ok. Why are we here?" Lance asked.

Todd shrugged in the direction of Althea.

She smiled slightly. "Well, believe it or not, G.I.Joe got in some wacky situations in the past."

"No. Really? I thought I was just losing my mind." Lance said sarcastically. Then looked down at his side. "OH SHUT UP!"

"Keep it down Lance." Todd yelled.

"Tell it to him!" Lance pointed at a spot on the wall.

Xi blinked. "Penguins?"

All three stared at him. "You've never seen one have you."

Then Althea grabbed him and dragged him down the hallway. "Come on!"

"Ok." Xi said in confusion.

When they got to the destination, they paused when Todd said something.

"Hey! Isn't that the penguin you gave Kitty?"

Althea blinked and turned toward Todd. "Penquin?"

Lance started banging his head against the wall over and over again.

Althea sighed. "Ok. I'll ask. How can you tell?"

Todd shrugged . "He's attacking a blue fuzzy blanket?"

"Hey Moe?"

"What is it cue-ball? I'm busy."

Larry stared in confusion. "You've been swinging at that golfball for 2 minutes now."

"Who asked you?" Moe yelled and smacked him upside the head.

"Moe?" Curly asked again.

"What?"

"What's a minefield?"

Moe blinked. Then he turned to look. "Who puts a golf course next to a minefield?"

Then the three of them paused as they heard a weird sound.

"COBRA!"

They turned and saw a huge number of people with weapons and tanks running toward them.

They slowly backed up then turned and ran the other direction.

"WOO-WOO-WOO!"

"Shut up and run!"

As they did, alarms started to blare.

"Hey Moe."

"What now?"

"Is that a cannon?"

Moe slowed to a stop and scratched his head. "I think so. This is a military base."

"Does it work?"

Moe glanced over at the approaching army. "Let's find out."

"Where's the ammo?"

"Just shove anything into it."

As they started shoving everything in including frozen fish, a maniacal BeachHead ran up with Sgt. Snuffles. The teddy bear was wielding a sword in one paw.

"Stand fast men! Sgt. Snuffles will save the day!"

Curly ignored him and reached for more ammunition. He grabbed Snuffles instead and shoved it into the cannon.

"Sgt. Snuffles! BeachHead screamed and leaped in.

Moe yelled out. "Fire!"

Larry scratched his head, then flicked as many switches as he could. The cannon exploded. Fish, teddy bear, random items, and BeachHead went flying toward Cobra.

Three singed Stooges stood staring after them.

"What happened?"

Lance groaned. "Todd, what are you doing now?"

Todd grinned as he led all the penguins out of the room and down the hall. Althea and Xi followed along behind.

"They need to get some fresh air."

"Todd…"

"Oh shut up Lance." Althea said as they continued to walk.

"Oh great. Once again I'm the sane one around here." Lance groaned and started to follow.

Then he growled. "Don't you start!" He yelled at thin air.

The alarm started going. "Now what?"

Then Todd yelled out. "Come back!"

Lance sighed as the penguins waddled out of the entrance at a fast pace followed by Althea and Todd who were trying to herd them. "Why me?"

"Don't ask me." Xi replied. "I'm always confused."

"Join the club." Then Lance yelled. "No I'm not going to make decoder rings!"

Destro sighed as Cobra Commander banged his head on the turret over and over again.

"What do you expect? We're driving tanks, and we have the Dreadnoks with us."

"I know. I know." Cobra Commander yelled. "But why did The Baroness and Dr. Mindbender get drunk and reprogram the BATs?"

A mile behind them, there was a disorganized mess. Bats were dancing around to music being sung by Dr. Mindbender and The Baroness.

"I'm too sexy for my shirt…"

Then they heard explosions.

"Ok. Why did they put a golf course next to a minefield?" Cobra Commander asked in confusion as parts of tanks flew everywhere and soldiers ran around screaming with the rears of their pants on fire.

Then a new scream was added to the mix, as well as a strange yet oddly familiar bird sound.

Then pieces of fish and garbage landed on their whole force.

Cobra Commander started to speak then reflexively caught a teddy bear in his arms. He looked down.

"Destro?" He asked as he turned around, only to see the weapons dealer running away.

Then he turned again at a familiar battlecry.

"SGT SNUFFLES!"

"Oh crap."

He tossed the teddy bear over his shoulder and ran away followed by a psychotic BeachHead. "Every terrorist for himself!"

Meanwhile, behind him, penguins were attacking several Cobras in blue.