Head: Air freshener spray cap with Star Wars Spider droid eye
Body: Tylenol bottle with styrene and model bolts
Shoulders: Laser Viper backpack
Arms: Clone Wars IG-88
Hands: Styrene and carbon fiber rod
Waist: Cubes figure
Legs: Shining Gundam arms
Feet: Cubes figure and styrene

Pistol: MARS robot with Spy Troops Linx grenade launcher
Rifle: Saw Viper with Spy Troops ghillie suit poncho

For months S.H.I.E.L.D. had been tracking down leads for the [ULTRA TOP SECRET]. After the successful raid on the Hydra facility, Director Colson contacted Joe Colton about procurring an item stored in the warehouse below the facility, a large crate marked "GI JOE".

Inside the crate was a relic from a bygone era; a heavily armored robot built by the Rothchild Corporation for the Great War. Fortunately, the war ended before the Bertie Mark II saw full production. Joe Colton had requested the robot be made part of the earliest incarnation of GI Joe, but funding for the necessary upgrades was denied. The Strategic Scientic Reserve were brought in the ensure the project was mothballed.

With Bertie back at the Pit, the Joes made quick work of repairs and upgrades. Mainframe and Firewall removed all vaccuum tubes and replaced the Turing mechanics with an all new CPU. Lowight and Grunt worked on the optics and targeting systems. Sci Fi, Flash, and Tripwire worked on his arsenal. Steeler and Clutch overhauled anything that moved, but wouldn't let anyone touch the dings or dents.

Steeler: "That thing is awesome. He's a walking tank."