Story Plot
In the future, weapons master James McCullen (Christopher Eccleston) has created a nanotech-based weapon capable of destroying a city. His company M.A.R.S. sells four warheads to NATO, and NATO troops are tasked with delivering the warheads. Duke (Channing Tatum) and Ripcord (Marlon Wayans) are delivering the warheads, when they're ambushed by the Baroness (Sienna Miller), whom Duke recognizes to be his ex-fiancee Ana Lewis. Duke and Ripcord are rescued by Scarlett (Rachel Nichols), Snake Eyes (Ray Park), Breaker (Saïd Taghmaoui) and Heavy Duty (Adewale Akinnuoye-Agbaje). They take the warheads to The Pit, G.I. Joe's command center in Egypt, and upon arriving rendezvous with the head of the G.I. Joe Team, General Hawk (Dennis Quaid). Hawk takes command of the warheads and excuses Duke and Ripcord, only to be convinced to let them join his group, after Duke reveals that he knows the Baroness.
McCullen is revealed to be using the same nanotechnology to build an army of soldiers with the aid of "the Doctor" (Joseph Gordon-Levitt), planning on using the warheads to cause panic and bring about new world order. Tricking the Joes into thinking he has deactivated the warheads, McCullen actiavtes a tracking device, McCullen locates the G.I. Joe base and sends Storm Shadow (Byung-Hun Lee) and the Baroness to retrieve the warheads, with assistance from Zartan (Arnold Vosloo), a master of disguise. After a fight, Storm Shadow and the Baroness retrieve the warheads and take them to Baron DeCobray, the Baroness's husband, for him to weaponize. The Baroness has her husband sadisticly killed by Storm Shadow as McCullen order his death if he touched her. The Joes make their way to Paris and pursue the Baroness and Storm Shadow through the streets, but are unsuccessful in stopping them from launching the missile. The nanomites destroy the Eiffel Tower and some of the surrounding area before Duke manages to hit the kill switch, but in doing so is captured and taken to McCullen's base under the Arctic.
The Joes locate the secret base and fly there, as McCullen loads three missiles with nano-warheads. After Snake Eyes takes out one, Ripcord pursues the remaining missiles in a stolen M.A.R.S. prototype Night Raven jet, while Scarlett, Breaker, and Snake Eyes infiltrate the base. Snake Eyes duels and prevails over Storm Shadow. Duke learns that "the Doctor" is Rex Lewis, Ana's brother believed to have been killed by a mistimed airstrike during a mission led by Duke (also the origin of the alienation between Duke & Ana). Rex had encountered Doctor Mindbender (Kevin O'Connor) in the bunker and was seduced by the nanomite technology, taking too long to retrieve the data and getting caught in the bombing, which horribly disfigured him. After freeing Duke, the Baroness is subdued, as Rex reveals he implanted her with nanomites, which put her under his control for the last four years. Attempting to kill Duke, McCullen ends up being badly burned, so he and the Doctor flee to an escape vessel. Duke and the Baroness pursue him while the Joes fall back, when the Doctor activates the base's self destruct sequence.
The Doctor injects a special brand of nanomites into McCullen, which heal the burns while encasing it in silver. McCullen is horrifed by taking the same fate as his ancestor and the Doctor declares his name shall now be "Destro". Putting on a new mask, Rex/ the Doctor assumes the identity of the Commander. They are captured by G.I. Joe soon after. On the supercarrier USS Flagg, the Baroness is placed in protective custody until they can remove the nanomites from her body. Meanwhile, Zartan, having had his physical appearance altered by nanomites, infiltrates the White House during the missile crisis and assumes the identity of the President of the United States of America (Jonathan Pryce).
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