G.I. Joe: The Rise of Cobra Script - Dialogue Transcript

Voila! Finally, the G.I. Joe: The Rise of Cobra script is here for all you fans of the Channing Tatum and Joseph Gordon-Levitt movie. This puppy is a transcript that was painstakingly transcribed using the screenplay and/or viewings of the movie to get the dialogue. I know, I know, I still need to get the cast names in there and all that jazz, so if you have any corrections, feel free to drop me a line. At least you'll have some G.I. Joe: The Rise of Cobra quotes (or even a monologue or two) to annoy your coworkers with in the meantime, right?

And swing on back to Drew's Script-O-Rama afterwards -- because reading is good for your noodle. Better than Farmville, anyway.

G.I. Joe: The Rise of Cobra Script

James McCullen, you Scottish pig,

you've been found guilty of treason
for the sale of military arms

to the enemies of our Lord,
King Louis XIII,

even whilst you sold arms
to our Lord himself.

Your king is a vile bag of filth
who murders his own allies.

I should have charged him double.

You tried to overthrow the Crown
in conspiracy with its enemies.

Unlike your simpleton king,
his enemies know

that it is the true McCullen destiny
not simply to supply arms,

but to run the wars!

Do you have anything else to say
before the sentence is carried out?

Yes, I do.

Clan McCullen is far greater
and more powerful

than any of you could ever imagine.

My sons will continue to rise
long after I am gone,

as will their sons

and, God willing, their sons.

It shall not end with my death!

We are not going to kill you, McCullen.

We're going to make an example of you!

So that no man, woman nor child may
ever see your treacherous face again,

you shall wear this mask
for the term of your natural life.

No! No! No!

For nearly 4 centuries,
my ancestors have been

the greatest creators of weaponry
in the world.

But perhaps in this century,
I'll outdo them all.

Nanomites, perfect little soldiers

originally developed
to isolate and kill cancer cells.

But at MARS Industries,

and with the help
of a little NATO funding,

we discovered how to program them
to do almost anything.

For example, eat metal.

Watch this test
of the world's first nanomite warhead.

Each of these warheads
contains 7 million nanomites

and has the ability to eat anything
from a single tank

to an entire city.

As you can see, it quickly converts
to eating any and all material in its path.

Once unleashed,
the nanomites will not stop, ever.

Once the target has been destroyed,

the launcher triggers
a kill switch unique to each warhead

that short-circuits the nanomites,
preventing any unwanted destruction.

Gentlemen, I'm pleased to announce
that tomorrow morning,

your first order of nanotech warheads
ships from my factory in Kyrgyzstan.

Weapons case on the move.
ETA 2 minutes to NATO team.

All right, listen up.
NATO wants the best of the best.

That's why we're here.
We got Panthers front and back.

RHINO's carrying the package
in the middle.

Minimum distance at all times.
Apaches are covering us from overhead.

Detail, attention. Fall out, boys.

Captain Hauser,
Mr. McCullen requires a signature.

Not gonna explode, is it?

They're not weaponized yet,
and the kill switches are inside.

All the same,
I'd avoid potholes if I were you.

-Hey, Bill?

Put that in the RHINO, would you?

All right, ladies! Mount up!

Okay, Apaches, we're heavy,
so keep your eyes open.

Roger that.
Skies are clear all the way to Ganci.

-Hey, Duke, I've been thinking.
-You know, I warned you about that.

I've been thinking about
where we should transfer to.

-Don't say the Air Force.
-The Air Force!

What did I say? I thought
we were done with this conversation.

You were done with this conversation,
not me.

You know, I've been flying

-since I was 13 years old.
-13 years old.

You know, I don't think your dad's
crop-duster counts as hours logged.

I'm talking jets, man. Jets.

And you know I qualify
every time we're on leave.

-You want to get up in the air?

-I'll buy you a trampoline.
-I filled out the application.

Really? They accept those in crayon?

Come on, dude.
Give me one good reason why not.

'Cause I want to be on the ground,
in the fight, not flying over it.

Pioneer 1, this is Pioneer 2,
going night vision.

-Roger that.
-Go ahead and back off.

Give me some separation.

Pioneer 1, this is Pioneer 2. Going NVS.


Hey, Duke,
weren't we supposed to meet up

with the recon team at 40 klicks?

-Yeah. So?
-Well, we just passed kilometer 41.

-Eyes out, eyes out!
-Sweep's still clear, sir.

Roger that.
There's nothing up here but us.

Tom, put a self-test on the flare
and start to scan for...


What the hell is that?

Pioneer 1, you've been hit.


-Bird down! Bird down!
-Back up! Back up! Back up!

All units, we are under attack!
They're after the warheads!

Pioneer 2, engage!

-Put that asshole on the ground!
-Roger that. Put some hurt on this guy!

Tommy guns. Firing, firing, firing!

-Missiles armed.
-Match and shoot.

Match and shoot! Missiles off!

They shot them right out of the air.

Oh, my God.

-Pioneer 2 is down! We've lost our air!
-They're boxing us in!

All units, fan out!
I repeat, all units, fan out!

I want SAMs on that thing!
Light him up! Light him up!

He's coming around.
Get those.50s on him!


Hold on!

You okay?

Yeah, but my leg is pinned.
What the hell was that?

-Come on, we gotta get in this fight.
-Careful, my leg!

Come on, buddy, let's go.
Let's go, get up, come on!

Duke, you gotta go get those warheads!

Shut up! I gotta get you out of here first!

Fire at the opening!
Right side, right side!

Get up, get up, get up, get up!

My damn leg!

-You wait here, okay?
-Where are you going?

I gotta go get that case.

Air Force, right.

Don't move!

-Hello, Duke.

Now, you have to admit,
you had that coming.




Ana! Ana!

Don't make me shoot a woman.


Stand down. Stand the hell down!

-Put the weapon down, sir.
-We're not the enemy.

Pointing your weapons at me doesn't
make you my friend, now, does it?

Please hand over the case, sir.

I don't know you, and I sure as hell
don't know who they are,

and until I find out,
I'm not lowering anything

and I ain't handing anything over.

If it weren't for us, you'd be out there
with the rest of your boys.

-So hand over the case.
-What's your unit?

That's classified.

Someone would like to have
a word with you.

State your name and rank.

-You first.
-My team just saved your life, son.

This is the part
where you get to say thank you.

Those aren't the words
that come to mind right now.

I wasn't told anything
about any support for this mission,

so why don't you tell your team
to stand down?

We could turn this
into one big turkey shoot.


Or not.

Easy, Ripcord.

-How do you know me?
-Expert marksman,

second in your battalion.
Weapons specialist, jet qualified.

-I told you.
-Not now, Rip.

My name is General Clayton Abernathy.
Perhaps you've heard of me, Duke.

General Hawk.
Afghanistan, NATO forward command.

Yeah, that was my last job.
I'm in a whole new outfit now.

Hey, I just need to deactivate
the tracking beacon for security.

Put down that weapons case, son,
and let us deliver those warheads.

No way. I signed for them.

It's my mission, my package.
I carry them, I deliver them.

Well, that's just fine, but you seem to be
a little short of transportation right now,

so my Team Alpha
will deliver you to me.

And where exactly are you, sir?

Come see for yourself.

I thought all you Special Ops guys
were tough.

We are tough. But we're also sensitive.

I got it. Thanks.

Wow, this is some primo stuff here.

Hey, bro, you got
some real lifelike hair over there.

And a kung fu grip.

-Lie down.

What kind of outfit is this, anyway?

It's not regular Army,
based on all the accents.

You're British.
What are you, French North African?

Morocco. Where were you born?

Duke wasn't born.
He was government-issued.

-What about you?
-He doesn't speak.

-He doesn't say.

He doesn't say.
So, somehow you're all in the same unit,

but one you can't tell me
the name of, right?

We'd get tossed for telling.

You're gonna go after those guys
that hit my convoy, huh?

Well, whoever you are
and whatever this unit is,

I want in.


-What's up, girl?
-Good job, Joes.


Welcome to the Pit, Duke.
I've read a lot about you two.

Well, you can't believe
everything you read. See, I actually...

I understand we even tried to recruit you
a few years back.

-I never got asked to join any Op group.

You don't remember Thailand
about 4 years ago?

Right before you broke up that bar?

About 4 years ago,
my boy had issues.

I mean, his issues had issues.

I've been in the military my entire life

and I have never seen
a tac operation like this.

All right, you trusted me,
I guess I'll trust you.

Technically, G.I. Joe does not exist,
but if it did,

it'd be comprised
of the top men and women

from the best military units in the world,
the alpha dogs.

When all else fails, we don't.

10 nations signed on in our first year,

working together, sharing intel.
Now we have 23.

-What's that?
-Camouflage suit.

It photographs everything behind you
and puts it in front of you.

-Mr. McCullen is standing by, sir.
-Patch him through via TelePresence.

-So who hit us?
-Currently unknown.

But one thing's for sure,

she's got highly classified intel
and state-of-the-art weaponry,

which means there's a whole
hell of a lot of money behind her.

Their capabilities are beyond anything
we've ever encountered.

Yeah, that's the one and only reason
why we got our asses kicked out there.

We need to find out
everything we can about her.

Knowing is half the battle.

Gentlemen, Mr. McCullen,

CEO of MARS Industries
and the builder of these warheads.

General, clearly you were the
security option I should have chosen.

What did you just say? My team
did everything we could out there,

-and a lot of good men went down.
-Yeah, but not you.

That mission was classified,
so clearly someone sold us out.

I spent 10 years and 13 billion euros
creating these 4 warheads.

Your job, Captain, was to protect them,

and if it wasn't for General Hawk,
you'd have failed.

That's not a fair assessment.
He followed his orders to the letter.

Well, that wasn't enough.

Now, so the bastards who attacked you
can't find you,

you need to disable
the tracking beacon hidden in the case.

-We already have.
-Good man.

But allow me to check them
to see if any have been damaged.

Open it, please.

My scan says they're intact, sir.

-What's the code?

Please keep me informed
of your progress, General.


My voice analyzer on that guy
was going up, down and sideways.

Looks like McCullen's working an angle
he don't want us to catch.

We're on a deadline.
We need those warheads now!

You knew that!
10 years setting this up,

wringing money out of NATO,
this was supposed to be the easy part.

If you had let me stage the assault
at your precious factory,

I could have contained the situation.

And lost the trust of our clients
in the process.

It had to be NATO's fault!

What happened?

-Did you hesitate when you saw him?

This had nothing to do with him.

Forgive my jealousy.

Have you tracked the case?

They, of course,
deactivated the homing beacon.

I gave them a code
to quietly reactivate it.

It's in Egypt.
The Pit, only mentioned in whispers.

I will get those warheads back.

I hope so.

If I were really there,
I might actually let you touch me.

-I'll send a jet.
-Business first.

Besides, I'm married, remember?

If you had sent me in the first place,
it would already be done.

I'm sending you now, Storm Shadow.
No more mistakes.

The schedule mustn't be compromised
any further.

Keep your eye on her for me.

American politics,
governors, senators, congressmen.

No wonder nothing ever gets done.

That's what we're going to fix,
Mr. Zartan.

The king cobra, magnificent creature.

Nature's Grim Reaper
and symbol of lethal purpose.

Unseen until it strikes.

Its venom can kill a full-grown elephant
with a single bite.

-Very nice.
-So far we've created 20 Neo-Vipers.

-19 stand before you.
-Is it working?

We injected 1,000 cc of
the nanomite solution into each subject.

When they finally stopped screaming,

brain scans showed
a complete inactivity

of the self-preservation region
of the cortex.

English, Doctor?

They feel no fear.

Cortical nerve clusters
show complete inactivity.

They feel no pain.
Concepts of morality are disengaged.

They feel no regrets, no remorse.

The nanomites join together
as a fighting mechanism,

first blocking, then expelling
the cobra's venom.

And they're completely obedient?

Of course.

The real-world applications are endless.

So, you tell me, is it working?

Send a team to rendezvous
with Storm Shadow and the Baroness.

Consider it done.
The Joes will never know what hit them.

The 20th Neo-Viper is already set up
in Washington, DC

and awaiting your signal.

You've done well. You've thrown
the caber clear out of the yard.

Construction of the presidential bunker
has also been completed.

Now, if we sold one warhead
on the black market,

I could continue my research.

I appreciate your thirst
for knowledge, Doctor,

but this world is messy enough. No.

What it needs is unification, leadership.

It has to be taken out of chaos
by someone with complete control.

Beijing, Moscow, Washington...

When these missiles detonate,

the world will turn
to the most powerful man on the planet.

When I'm finished,
the money will take care of itself.

You'll be able to do
all the research you want.

We grabbed this image
from one of our tactical cameras.

Now we're running her face
through an infinity scan.

Hey, isn't that...

We have access to any photograph
on any server, anywhere in the world.

Yep. Everyone gets photographed
in some way at some time.

Football game, ATM machine, airport...

We'll find her,
and then we'll find out who sent her.

-From NATO, sir.
-Are you okay?

What happened to her?

Well, it appears that I've been made
official custodian of the warheads.

Looks like your mission
is complete here, Duke.

When you move them, she's gonna
come after you. You know that, right?

And with her intel and toys,
she'll find you.

What's your point?

You're going after her first
and we want in.

General, it was our team that got wasted
out there. We deserve payback.

You don't ask to be part of G.I. Joe.
You get asked.

You scouted me 4 years ago.
Now I'm ready. Let's have at it.

Well, I've lost men, too, Captain.

-If you want revenge...
-I know her.

Excuse me?

You said
knowing's half the battle, right?

Well, I know who she is.

She was a blonde.
Her name is Ana Lewis.

I could tell you everything
you need to know about her,

up until the last 4 years.

After that, obviously,
a lot of things have changed.

Finally, my wife is home.

Hello, Daniel. How was your meeting
with the Minister of Defense?

He was thrilled.
The accelerator performed flawlessly.

I wish you would have been there.

You and your little lab rats
are so clever.

-How was Monte Carlo?
-I didn't get what I was after.

-I suppose I should be grateful.
-Most husbands would be.

Most husbands don't have
such mysterious wives.

They know exactly where they are
and what they do.

They think they know.

Ana, I don't wanna fight. I missed you.

Well, I never tire of a good fight.

But not with you, darling. Let me
freshen up and I'll meet you downstairs.

I do love you, my beautiful Baroness.

McCullen gave me orders to kill
the Baron if he so much as touched you.

Well, he's my husband.
Of course he touches me.

And besides, his work at the lab goes
much better after we've touched.

And that's the important thing.

So what are you doing? Spying on me?

If I was spying on you,
you would never know.

Getting closer.

You were my best student.

I'll be coming with you
to retrieve the warheads.

We go at dawn.

Come on, Ana.

Okay, so, I've been wanting to do this
before we deploy.

Duke, it's beautiful. It's too beautiful.

I'm only going to buy one of these,
so why not?

So what do you say?

Say yes, you idiot.
He's a real American hero.

Thanks for ruining the mood, Rex.

I apologize. I just came to offer you
a ride back to post.

What? It's time already?

-Yeah, we got to go at 0500.
-Is it...

Yeah, it is, right? That's why
you're pulling Rex out of the lab.

-Ana, look, I'm sorry, but I can't...
-Yeah, yeah, classified, top secret,

you'd have to kill me if you told me,

And speaking of classified information,
you still haven't answered me.

Yes. Yes. Of course it's yes.

On one condition.

You have to promise me
that you will not let my genius,

egghead brother get hurt.

He's the only family I've got left.

Promise me, Duke.

I promise.

-Hey! My 3 favorite people.
-Mr. Weems. Good, man?


Wow. Nice rock. That's a lot of love.

-Are you proposing?
-I'm actually done proposing.

-I already said yes.
-Oh, my God! Congratulations!

Beautiful! You guys are like the little
white couple on the wedding cake.

How cute. Give me some love.

Congratulations. Wait. It's not official.

-It's not official.

-Not until you answer my question.

Do you love my boy?

Always and forever.

You may have blackmailed
your way onto this team.

Doesn't mean I've got to like it.

But it does mean
I've gotta get you mission ready,

Joe style.

Standing in front of you
are Delta-6 Accelerator suits.

-What does it accelerate?

It'll make you run faster, jump higher
and hit harder than any of your enemies.

Let's suit up.

Head-to-toe hydraulics
and highly pressurized pneumatics.

An advanced cybernetics
heads-up display helmet,

which feeds into the suit.

You think it, it does it.

Twin gas-propelled grappling spears

and triple-explosive,
heat-seeking, fire-and-forget rockets.

And my personal favorite,

a 10-millimeter caseless
Gatling submachine gun,

capable of firing 50 rounds per second.
Fully self-contained firepower.

Perfect for a couple of cowboys like you.

I just missed everything you said.
Hey, how do I look?

-Pretty cool, huh?
-Any questions?

Yo, Sergeant Stone.

-Are they Joes?
-Hell, no. They're jokes.


You're gonna need these.

Just so you know,
when I get a target in my sights,

I take it down.

Oh, shit!


Just so you know, some targets
are harder to hit than others.

-You're gonna need that helmet.

Stand down, Snake Eyes.

All right. Walk away. It's over.
This ain't pay-per-view.

I'm nasty with it!

You missed one.

Come on. That gotta be
some kind of a record or something.

-The record is all 20 killed.
-Who did that? Let me guess.

-Snake Eyes?
-No. Me.

If you're gonna shoot at something,
kill it. Otherwise, take up knitting.

Beginner's luck. Stay focused.


I have never seen Snake Eyes take a hit.

They're Joes.


Let's go.

Hey, man, Breaker told me that Scarlett
graduated college at 12 years old.

She's like some freaky little
deadly genius.

-Rip. I get it, Rip. You like her.
-Sorry, my bad.

-To hell with it.
-Rip. Rip.

Into the valley of death rode the 600.

Hey, what are you doing?
A little beach reading?


Look, I think you and me
got off on the wrong foot.

See, I'm attracted to you.
And you, you're attracted to me.

And him, the damn Zen master,

he creeps me out.
What I'm trying to say is...

-We're attracted to each other.
-Thank you!

That's what you're saying.
It's not what I'm saying.

It's not?

So, what are you saying?

Attraction is an emotion.
Emotions are not based in science.

And if you can't quantify
or prove that something exists, well,

in my mind, it doesn't.

Okay. I'll get back to you on that one.

Attention! General on deck!

At ease. Duke,

you scored in the top half percent
of all people we've ever tested.

Rip, if we average your scores
with Duke's, you pass, too.

-Welcome aboard.
-Thank you, sir.

-Provisionally, of course.
-Thank you, sir.

Sir, sensors detecting seismic activity
to the southwest.

Probably just a tremor,
but have a team check it.

There's our little weapons case.

All right. You 3, guard the machines.

-Sorry to disturb you, sir.
-That's all right, Corporal.

I need you to sign here, here and here.
And also here, here...

Goodbye, sweetheart.

That's right. You don't kill women.

For you, Zartan, I'd make an exception.

Warheads, Rip! Come on!

Go, go!

We've got the warheads.
Prep the Mole Pods for evac.

-We're on our way.
-We're already on it.

-Now how do we get out of here?
-Follow me.

Like that's gonna happen.

Find the control room.
Open the exterior hatch.

-And secure this area.
-We're on it.


Go, go!

-Can you fly one of these things?
-Don't move! Ana, put the case down.

Fine. Done.

Stop. Ana, stop right there.

-You can't shoot me, can you?
-I will if I have to.

Deep down, you're still the same man
I fell in love with.

-Don't force this.
-What could have been. Right, Duke?

Just give me the case, God damn it.

-Move and I'm gonna blow her away.
-Do it. You already killed me once.

Duke, watch out!

Ana, drop the case!

Hello, brother.


Eat this!

Hey, genius!

See you, Duke.

-How many warheads?
-4, Mr. President.

-Any threats? Demands?
-None so far, sir.

We take this to mean
the terrorists are unfocused.

-No clear goals.

It means they intend to use them.

General Hawk is stable now,

but he won't be conscious
for another day or so.

He's one tough bastard.


-You all right?
-I'm fine.

-I didn't want anyone to see me like this.

I don't know. All the men we lost,
General Hawk wounded,

my neck just doesn't seem important.

You almost lost your life out there.
You have a reason to be concerned.

First fight I lost since I was a kid.

My father taught me to win.

Look, I don't see how you could teach
anybody to win everything every time.

I mean, look at you.

You're still here, right?

You get knocked down, you get back up.

Maybe that's
what he wanted you to learn.

But then again,
that would be an emotional response,

one that can't be explained or quantified.

Hey. Looks like we're all
seeing ghosts today, huh?

Storm Shadow!

English, Storm Shadow.
Where are your manners?

He is hungry.

We need to invite him in
and show him the path.

-He is a cur, a weakling!
-He does not fight like one.

Now, what shall we call you?

This belonged to an ancestor of mine.

He was caught selling arms
to both sides.

The French forced him to wear it
for the rest of his life.

They called him Destro,
destroyer of nations.

So why do you keep it?

So that I never forget
the most important rule in dealing arms.

Let me guess. Never sell to both sides?

Never get caught selling to both sides.

Take the warheads to Paris.
Have them weaponized.

-Then I want you to test one.
-Test one?

We'll let CNN show the world
how well they perform.

Fear is a great motivator.

I have a target in mind,
one the French will never forget,

as I've never forgotten
what they did to Clan McCullen.

-Are you ready, Mr. Zartan?
-Born ready, Doctor.

This is going to be
the achievement of a lifetime.

Yes, as a master of disguise,
you have no equal, my friend.

18 months of studying my target,
learning mannerisms,

but the devil is in the details.

Gentlemen, let's get it going.

One more thing.

I'll control my own brain,
thank you very much.

Let's do this.

-Wow. That was a bit nasty.
-Think so?

Let's run some tests.

Eye color. Skin tone. Hair follicles.

And initiating facial reconstruction tests.

We gotta find out
who's holding their leash.

With their weaponry, financing
and intel, these guys are high-line pros.

That limits the possibilities.

-Hey, the weapons case.

Remember, McCullen had us
open the weapons case?

-What about it?
-I bet you he gave us a code

that reactivated the tracking beacon.

You're right.
McCullen, that son of a bitch.

So, McCullen uses NATO
to fund his R&D

and then he steals the warheads back.

-And who says you're not a thinker?
-Hey, I found her.

Yeah, that's her all right.

Her name is Ana de Cobray.
Baroness, if you're feeling formal.

Baroness? Wow, she really traded up.
Financially, of course.

-Who's he?
-Daniel de Cobray.

Big shot French scientist.
Runs a lab in Paris.

-Lab? What kind of lab?
-Particle accelerator.

Oh, my God. They're going to use him
to weaponize the warheads.

Well, that's where she's going.

I like croissants.

-Go, go, go!
-Come on! Let's go! Let's go!

Pull up on the truck!

Go, go, go!

-2 o'clock!
-Go, go, go!

Go, let's move!

-In the alley!
-Get down, get down!

You see them?

-2 more on the left!
-Get down!

Dubble Bubble? It always helps me.

Yeah. Hey, you good?


All right, Mr. Science Officer,
you're up, okay?

You don't find it in 4 minutes,
you get out of there.

That house will not be there in 5.
I already called for the air strike.

Come on! Here we go!

I got you! Go, go, go!

Oh, crap!


Hey, Duke, I gotta level with you.

-I hate it when you level with me.
-It's going to be a long 5 minutes.

No, no, no! It's too early. It's too early!

-Rex! Rex!


Duke! Come on. We gotta go.

-I gotta get Rex.
-We gotta go, man!

Black Hawk's waiting! We gotta go!
Nothing you can do!

-Nothing you can do, man! Come on!
-I gotta get Rex.

Ready. Aim. Fire.

Forward, march.

Are you going to sign in or shall I?


Who is this?

Hey! What are you doing?

-What's going on here?
-I need you to do something for me

and I don't have much time.

What are these things?

They're warheads, dear.

And I need you to weaponize them
for me, or we'll kill everyone in here.

Hey! This is a civilian laboratory!

We don't have the correct
programming protocols for weaponizing!

The protocols are in the case.
I told you, I don't have much time.

Hey, is that Dubble Bubble?

But it's my last piece.

-Come on, give it to me.
-All right, there you go.

All right. Stick to the plan.
Scarlett, Snake Eyes, take the front.

Rip, Duke, take the back.
Breaker will be our eyes and ears.

I'll give the orders from here.

-You do what I say, when I say. Got it?
-Yes, Daddy.


-They're all alive.
-Merci, Daniel.

I told you I'd kill him
if he touched you again.

I heard you the first time.

Okay, we're almost there.
Scarlett, you better put your suit on.

That's her.

Take that Hummer, Snake!

They're worth millions of dollars each.

Millions of dollars. Got it.

-My bad. My bad. Won't happen again!

Thanks a lot, buddy!

Come on, Scarlett, babe. You in or out?
We gotta get in this fight!

Tracking signal is good.
Don't let go of that truck, Snake Eyes.

Let's get that bastard off the roof.

Look out!

Hey, Heavy, it's getting thick out here!

Yeah, I know. They're driving
right into the heaviest traffic.

What kind of escape route is that?

Maybe they're not trying to escape.
Maybe they're heading somewhere.

-Possible target?

Some place with a lot of metal.

-They're going to blow it up. All units!
-Guys, you have to stop them!

Yeah, we're working on it.

I mean right now!

They're going to detonate one
of the warheads on the Eiffel Tower!

Crush him!


He's underneath. Kill him!

That redhead is really starting
to piss me off.


Oh, God!

I got you. I got you.

-Nice save, slick.
-Come on,

don't start being all nice to me now.
Gotta go.

Get in!

All right, Rip, let's take this thing down!
Hang on, Snake!

Try this on for size, boys.

Oh, shit!

We lost them!

Cut through that building
across the street.

-Where's the door?
-Make one!

Right! Come on, Rip!

I'm coming. I'm coming!

I don't have them! Where are they?

-They're evacuating the Tower.
-We're only 2 kilometers away.

Snake, we're running out of time.
You gotta do something.

It's now or never.

-He gave up.
-He never gives up.

Coming through!

Okay, that was crazy.
I didn't expect that.

-What happened to you?
-I went through the train.

-What happened to you?
-I jumped over it.

-You can do that?
-Yeah. I told you to read that manual.

There's a manual?

Next time, I'll drive.

Here. Take the kill switch.

Come on. Get out of the way!

Hey, guys, they're alive
and they're on the move.

And they've activated the warhead.
I'm tracking the kill switch now.

Duke! Duke, it's on the Baroness!

Storm Shadow has one of the warheads,
and it's armed!

Get out of my way! Get out!

Get out!

Nice shoes.

You get the warhead,
I'll get the kill switch.

Yeah, I'm on it.

Damn, that ninja's fast!


Oh, no!

-Bloody hell.

They're gonna eat through
the entire city.

Duke, you have to hit that kill switch!

Oh, God.


Congratulations, Duke.
You just saved Paris.

Or at least most of it.

-Is that blood?
-Spaghetti sauce. Don't ask.

-They got Duke.
-We know.

-What are you doing?
-Plugging into his cerebral cortex.

I hate to break the news to you,

but I don't think he's gonna
give you much in his dead condition.

The brain survives
a couple of minutes after death.

We can retrieve the electrical impulses
from his most recent memories

-and convert them to images.
-Well, can we find Duke?

We need to find
the other 3 warheads first.

If this guy remembers his way home,
maybe we can find both.

Okay, here come the images.
Let's see where this guy's been.

-He's still alive!
-He can't be.

He's got 3-inch needles in his head!

-Hey, dead guys don't breakdance!
-What's happening, Breaker?

-Nanomites, they're eating him.
-Must be some sort of self-destruct.

-Hurry, Breaker!
-Come on, come on, come on.

No. No!

No, no, no!

The beauty of nanotechnology.

-We are screwed.
-Relax. I got everything I could.

What? Then what the hell was the,
"No, no, no, no!" for?

That was for McCullen.

-They were watching us.
-Okay. So what did you get?

Actually, not that much. Just images.

Come on, Frenchie. I thought you said
you was the best at this.

-I am the best at this!
-All right.

-Nobody can do what I just did.

Wait, no.

We didn't do it. We're the good guys.

-Put your hands up, Rip.
-We don't have time for this!

We're not allowed to engage
with friendly forces.

They don't look too friendly to me.
I gotta get my boy.

-Look, Captain...

We're still trying to locate
the 3 remaining warheads, sir.

-What's the status of the Joes?
-They've been detained.

-The French are pretty upset.
-Of course they're upset.

Get me the French Ambassador.

...in a matter of seconds
by a strike by a missile...

Hey, no, no!

Please don't touch that!
That's my equipment. It's very...

Okay, he's touching it.

-Nice going, slick.
-It's not his fault.

He's just emotional.

-Here, let me look at that.
-I'm fine.

Just trying to help. General!

The French have agreed to let you all go
on the condition that none of you return.


-It could be worse.

What do you mean by never?
Like, never, never, ever?

There's more.

All of you have been recalled
by your respective heads of state.

Team Alpha is to return to the Pit.

What about Duke?

Call McCullen.
Tell him we have the 3 warheads.

Right away.

Why didn't you just kill me?

McCullen has something special
in mind for you.


What happened to you?

Now you care?


I am sorry.

I'm sorry about Rex.

I'm sorry that I couldn't bring Rex home.

And I'm so sorry
that I couldn't face you afterwards.

Well, everybody's sorry
about something.



Okay, so what about Duke?
We're just gonna forget about him?

We've got our orders.

Look, man,
what if it was one of your guys?

What if it was Scarlett or Breaker?
What would you do then?

Looks pretty remote.
Might be a good location for a base.

Snow. That leaves us with what,
1/3 of the earth?


-Hey, is that McCullen's shadow?
-What you got?

-Spherical trigonometry.
-I must have missed that class.

If you know the height of the object,
the length of the shadow,

and the time and date
that the image was captured,

-you can figure out its location.
-That's why I missed that class.

All right, Breaker, give it to me.
What have we got?

Okay. McCullen is 180 centimeters tall.
His shadow is 46 centimeters.

This image has decayed 6%,

which means
it's 51 hours and 17 minutes old.

That's at the polar icecap.


What do you say, sir?

I said you've been ordered back
to the Pit,

but I didn't say when
and I didn't say which route to take.

Maybe a northern one.

That is a lot of ice.

Thousands of miles across
and 10 stories thick.

Locating McCullen's base will be
like finding a needle in a coal mine.


Haystack in a coal mine.

No! McCullen has plans for him!


And what was your plan?

Run 3,000 miles across the ice?

Stupid soldier.

Move it.

-That's strange.

When they stole the weapons case,
I set my scanner

to look out for the tracking beacon
in case it came back on.

-And it just came back on.
-That's my boy!

3 left.

Take the warheads to the missiles.
I want them ready to launch in one hour.

It will be done.

My beautiful Lady of the Lake.

This bother you?

It's funny, isn't it? The entire balance
of power in the world about to shift,

2 guys can still have a stare-down
over who gets the girl.

I'm gonna make you very unhappy.

-I'm already unhappy.
-Get up!

Video from the Aqua Cam
is coming online now.

Bloody hell.

They've built a military base
under the polar icecap.

It's the perfect location.
Nearly undetectable, easily defensible.

-Duke's got to be in there somewhere.
-And the warheads.

We have to find a quiet way
to get inside.

Elevator cables.
They've got a surface entrance.

Guys, there's something else.
Going to sonar view.

They've got tunnels
running through the ice pack.

Hey, look, they've got
their own attack subs.

Okay, what's that?

-Missile tubes.
-Must be for the nanomite warheads.

Take us up. I'll create a distraction
from outside and keep them busy

while you lot infiltrate the facility
from above. We'll find Duke...

-Grab the warheads.
-Kill all the bad guys.

As you all know,
Team Alpha is under direct orders

to return to their
respective national bases.

But I have something I need to do
which goes against all orders.

So, if any of you decide
that you have to leave now,

I will certainly not hold it against you.

Okay, then.

What are you gonna do
with the warheads?

You take to your training well.
That's good.

Still trying to develop intel.

-So you won't mind telling me.
-Isn't it obvious?

I'm a businessman.
I'm going to use them.

Millions of people are gonna die
if you launch those warheads,

so what is it that you want?

To strike fear into the hearts of every
man, woman and child on the planet.

Then they'll turn to the person
with the most power.


No, not me.

-You're not seeing the whole picture.
-Then tell me.

I don't wanna spoil the surprise.


Meet the genius
behind all my nanotechnology.

Genius? You are too kind.

As you can see,
we are loading my nanomite warheads

into the high-V missiles.

Once at maximum velocity, Mach 5,

not even the Joes have
the technology to catch them.

So, who's this? Another recruit?

Albeit a rather unwilling one.

I'll prepare him for the procedure.

All teams, listen up,
this is General Hawk.

The mission is a go.
I say again, the mission is a go.

Good luck, Joes.

-The teams have been deployed, sir.
-Get me a satellite uplink.

I wanna see everything
that's going on down there.

You picking up anything?

There's nothing on the scanner.

-Nice shooting.
-Thank you.

We're a long way from Miami.

That's a Night Raven.
They actually built one.

Looks fast.
That McCullen got some gadgets.

MARS Industries manufactures
70% of all arms on this planet.


Did you know that, Duke?

There are 2 sides to McCullen's operation,
the Sword and the Shield.

The Sword creates and sells weaponry.

The Shield creates defensive
technology, like high-tech bunkers,

which are supposed
to protect one from anything

from a nuclear blast
to a nanomite warhead.

Unfortunately, the bunker
in which I took shelter

was just a prototype.

Who are you?


You son of a bitch! Ana buried you!

Moving ceremony, I'm sure.

The 3-volley salute.

Boots on the ground.
A folded flag in her arms.

Why? Why didn't you just come in?

Because I discovered something.

...subject number 23.

This will only hurt a little.

What comes next, more so.

Listen, Mindbender,
do whatever it takes.

So will I.

Remember, science requires sacrifice.

-It's beautiful, isn't it?
-Stay where you are!

Are you going to shoot me?

These aren't chemical or nuclear,
are they?


They're something much, much better.

It is beautiful.

Nanomites, it's beyond...

It's light years ahead
of what anyone else is doing in the field.

Proximity alert.

Aerial attack imminent.
All personnel to the bunker.

Come on. Come on! What?

What are you doing?
Don't close that. Don't...

If we live, I'll show you everything.

We survived that blast, somewhat.

And Dr. Mindbender and I escaped
with his research, which I perfected

and which you will
now experience first-hand.

Does Ana know about this? About you?

No, and she never will.

Commence the launch sequence.

Commencing launch sequence.
T-minus 4, 3, 2, 1.

Ignite primary engines.

We have ignition.

They're launching the missiles!

We lost the Beijing missile.
Warhead 3 is down, sir.

-Alert all defenses.
-Yes, sir.

He's here.

-What about the other two?
-We gotta find the kill switches.

They're already way too far out of range.

Somebody has to get up there
and shoot those things down.

Well, I guess that's me.

-What is it?

STRATCOM is tracking 3 warheads

that have just launched off
the polar icecap.

One was downed immediately.

The other 2 are currently entering
the upper atmosphere.

We need to get you
down to the bunker, sir.

Well, they haven't made any demands.
What's their plan?

Now, this is very cool.

-Yeah, but can you fly it?
-I can fly anything.

You just find a way
to guide me to those warheads.

-Right. Ripcord...

-Good luck.

-Hey, do me a favor.

-Save Duke.
-You got it.

Let's go!

The floor is pressure-plated
and laser-protected.

Anything larger than a quarter
that touches that floor gets fried.

You left me for dead, Duke,
and look at me.

Now you'll know what it's like
to be a monster.

-We don't have much time.

Oh, my God.

-Security, to the operating chamber!

-I press this, she dies.

-You did this to your own sister!
-I loved my sister.

Do you have any idea the state
she was in with me dead, you gone?

Have you ever felt truly alone?

I gave her a way to deal with the pain.
I gave her purpose.

You could have stopped all of this
just by letting her know you were alive!

Science requires sacrifice.

All she's done was because of you!

And because of you, Duke.
You abandoned her.

-Let's not forget that point.
-I'm gonna kill you, Rex.

-Is she still alive?
-For now.

I thought we had complete control.
You said this couldn't happen.

I didn't think it could.

I've never seen anyone override
the programming, even momentarily.

She did this for him.

The pain must have been excruciating.

What you'll have to do

is to rewire the laser panel's brain
by carefully...

-Or you can just stab it.
-This is Scarlett. We're in.

Deploy the SHARCs!

Detaching SHARCs 1-3...

Detaching SHARCs
Alpha, Bravo, Charlie, Delta.

-Full speed ahead.
-Detaching SHARCs.

SHARCs Victor, Franklin, Tango
into flanking positions.

All right, boys. Attack formation.

Fan out.
Wait until the Joes break formation.

Stay tight. Here they come.

-Fire up the pulse cannon!
-We're on it, sir.

-I'll do it!
-Put it down!

Your choice, Duke.

Charging pulse cannon.

Everybody stay tight on the enemy craft.

Don't let that cannon catch you
out in the open.

Bogey at 10 o'clock.

I'm hit! I'm hit! I'm hit!

Missile 2, all telemetry
and propulsion systems nominal.

-Ripcord, can you hear me?
-Loud and clear, buddy.

Doing Mach 6 and loving it!

Come on, girl.
Time to show me what you got.

Okay, Rip, I have the coordinates
of the other 2 warheads.

The closest target is Moscow.
You'll have to hit that one first.

Target 2 is Washington.

You'll be safe down in this bunker, sir.

-How soon before it strikes the city?
-17 minutes, sir.

-It's all up to the Joes now.
-Please hurry, Mr. President.

We need to get you buttoned up.

General Hawk, we've lost our engines.
We're completely disabled.

Somebody take out that damn cannon.
There's 200 Joes on that sub.

We're on it, sir. All right, Snake,

the cannon control room
should be right there,

where all the laser conduits converge.

Did you think she loved you?
Did you imagine your life with her?

All I know is,
neither one of you deserve her.

-That's it. She dies!
-Don't do it, Rex!

Come on.

I'm gonna get you out of here.

Get up!

You're coming with me.

Ripcord, the Moscow missile
will impact in 4 minutes.

All right, I got a visual on it.

Dead ahead.

You have to knock it down
before it re-enters the atmosphere.

If those nanomites hit the ground,
it's all over.

They'll destroy the whole city.

Houston, we have a problem.

-The fire controls are not in here.
-What do you mean, not in there?

I mean, I don't see them anywhere.

It must be voice-activated.

Okay. Fire!

Shoot! Blast away! Bust a cap!

-Nothing's happening!
-I bet it's in a different language.

Wait a minute. McCullen is Scottish.
Maybe the plane responds to Celtic.

-Try Teine.

-Teine. It's Celt, Scottish for fire.
-Okay, got it.

Nice going, ace.
You just saved Moscow.

Just doing my job.
Now guide me to Washington.

Yeah. Yeah, thanks, that's great news.
I'll let him know.

Sir, one of the Joes shot down
the warhead heading for Moscow.

Thank God.

What are you doing? Oh, my God!

It's done.

Hello, Mr. President.
Mr. McCullen sends his regards.

Oh, my God.

So, that's what this is all about.

All right. Keep tight, boys.

All guns on that cannon.
Torpedoes away!

I've just lost my wingman.

Retargeting Joe submarine.

I've got a shot.

Pulse cannon fault. Pulse cannon fault.

Cannon now offline.

-The whole damn system's down.
-I'm trying to bring it back online.

Now you die.

Launch immediately.

-Chart a course up to the ice pack.
-Yes, sir.

-We gotta go after Rex and McCullen.
-How could it be Rex?

Hey, Scarlett, it's Duke!

-He looks fine.
-But what's he doing with her?

Okay, we got a track on McCullen's sub.
He's headed up into the ice pack.

Duke, behind us!

Looks like they're onto us.
Ana, shoot those guys.

Love to.

When our master was killed,
you took a vow of silence.

Now you will die without a word.

All right, the second one in my sights.

Okay, Rip, you only got 30 seconds
before it enters the lower atmosphere.

I got you!

-Ripcord, you missed.
-The warhead has entered

the lower atmosphere.

I know, I know! I'm on it, I'm on it!


-I can't shake these guys.
-Duke, I'm out!

-All right, let's see what we got here.
-Black Ray, Eliminator, LAW.

Laser Artillery Weapon.
That sounds good.

-Hey, Duke!

I'm going after McCullen and Rex.

You guys better get the hell out of there.

I can't. Rip has one more warhead
to take down.

Rip, where is he?

The missile's just gone drone.
It's going in for the kill!

Sir, there's a hostile Mantis craft
coming up behind us.

-Seal the door.

There you are.

One got through. I hit them!

Duke! They're back!

Going hot in 3, 2, 1.

There's gotta be another way around
to Rex and McCullen.

Charting new course for alternate route.

20 seconds until impact.

Come on, come on, come on.

You're too close, Rip! Back off!

Actually, I think
I'm just about close enough.

He's taking the nanomites
back into the upper atmosphere.

Ripcord, get out of that plane!

Almost there!

Eject, Ripcord, eject!

He did it. He actually did it.




Didn't I ask you not to yell at me?

Everybody, listen up! We still have
a lot of Joes out there in harm's way.

Let's bring them home.

-Did it work?
-Yes, yes, it worked.

Good. Because I think
I'm about to get arrested, again.

Don't move!

-Hey, hey, same team, same team!
-Hands up!

Same team.

Okay, okay, okay.

-What's our status?
-We've lost aft thrusters and the sonar.

-We're running blind.
-Kill them. Kill all the Joes.

-Detonate the ice pack.
-Right away, sir.

They're telling the other ships to abort.
He's gonna blow the ice pack.

This is Duke calling all Joes.
The ice pack's coming down!

There's a ton of steel and ice

-headed your way!

Everybody, pull back! Pull back now!

Door! The door, the door! Get the door!

Come on!

Ana, we could get out of here right now,
free and clear, safe and sound.

-Let's get them.
-That's my girl.

-This is cutting it close, Duke.
-I'm not letting those 2 get away.

Come on, guys, get out of there!


-This is Scarlett. We're all clear.
-This is Duke. We're clear, too.

Yo, Joe!


Now that we have
a moment to ourselves,

I've designed something

-especially for you, James.

This will only hurt a little.

What comes next, more so.

Nanomites, perfect little healers.

I've finally taken my place
in a long line of McCullens.

James McCullen is no more.
Now you are Destro.

What have you done to me?

The time has come for the cobra
to rise up and reveal himself.

You will call me Commander.

This is Captain Duke Hauser.
Prepare to be boarded.


You are relentless, Duke.
I'll give you that much.

And what's to stop me
from blowing you out of the water?

Self-preservation. I'm taking you in, Rex.

You and what army?

My army.

You know, Duke,
this has only just begun.

I'll be waiting for you.

I've never seen encoding like this.
I mean, physically, she's fine,

but when Rex programmed them,
he sure didn't want them taken out.

-So there's nothing you can do for her?
-It'll take some time,

but we'll take them out.

Till we get those things
out of your head,

looks like you're gonna be
seeing a lot of me around here.

You can't save me, Duke.
No one can, not after all I've done.

Look, that wasn't you.

I'm not giving up on you.

-Man, we look good.
-Yeah, well, you better get used to it.

Heavy Duty thinks you guys
ought to stick around permanently.

So, you're asking us, right?

Yeah, 'cause he didn't sound
like he was asking.

'Cause you gotta be asked
to join the G.I. Joes.

I'm asking.

Well, I'm in.

-How do you feel about this?
-I feel very em...emotional.

All Joes mobilize and ready check
for Operation Mongoose.

All ground transports,
rendezvous at Base Brothers Grimm.

All Howler Hunters will rendezvous
at Base Roman Ruin.

Good luck, Joes.

Mr. President, it's good to see you.

-Thank you. And you.
-It's nice to have you back safely, sir.

-Thank you. John.
-Welcome back, sir.

Thank you. Thank you all so much.

Playing: "Boom Boom Pow" by Black Eyed Peas.

Special thanks to SergeiK.