Actor Point >> Movie Scripts >> G.I. Joe: The Rise of Cobra Film Script

G.I. Joe: The Rise Of Cobra Movie Script

Writer(s) : Stuart Beattie, John Lee Hancock, Brian Koppelman, David Levien

Genres : Action, Adventure, Sci-Fi, Thriller

Search IMDb : Gi Joe The Rise Of Cobra


 
                          G.I. JOE: THE RISE OF COBRA



                                 Written by

          Stuart Beattie, John Lee Hancock, Brian Koppelman & David Levien





                                                        November 3rd, 2007          

          
          DARKNESS. SILENCE. The following words sear onto screen:
          Whenever a new breed of evil
          emerges, a new breed of solider
          must fight it.

          -- GENERAL CLAYTON "HAWK" ABERNATHY

          EXT. THE BASTILLE - PARIS - NIGHT

          A HEAVY NIGHT MIST swirls around the imposing stone walls of
          the Bastille. PRISON GUARDS patrol outside with their pikes
          as the SCREAMS OF PRISONERS echo out the barred windows.

          SUPER: PARIS, 1641

          INT. PRISON BLOCK - BASTILLE PRISON - NIGHT

          A pair of huge PRISON GUARDS walk down a row of filthy prison
          cells. Whimpering, starving PRISONERS appear and disappear in
          the flickering light of the wall torches. A large rat nibbles
          some stale bread in the corner, watching the guards.
          Finally, the two guards reach a cell whose PRISONER is not at
          all whimpering or starving. A huge Scotsman with a proud
          defiance in his eyes, a RED SQUARE MEDALLION dangling around
          his neck, glares through the bars. This is JAMES McCULLEN.
          The guards unlock his cell door, MATCHLOCK MUSKETS at the
          ready. McCullen stares at the muskets, unimpressed. He speaks
          with a thick Scottish brogue.

          MCCULLEN
          Still using matchlocks, are ya? I
          can get you a pair of flintlocks,
          you let me sneak out of here.
          Everyone else in this sequence speaks with a French accent.

          GUARD #1

          (TEMPTED)
          Good ones?
          The other Guard glares at him. McCullen goes for the kill.

          MCCULLEN
          The best. From Spain. And perhaps a
          couple of pretty young ladies to
          teach you how to use them.
          Guard #1 is even more tempted, but his partner is a Loyalist.

          GUARD #2
          On yer feet, you Scottish pig.

          

          

          

          

          2.

          INT. FURNACE - BASTILLE PRISON - NIGHT

          Huge, sweaty, bare-chested PRISON WORKERS mould something in
          a furnace, a large chunk of metal in their red hot tongs. The
          two prison guards muscle McCullen into the room and start to
          fasten him to a standing rack as a PRIEST begins reciting the
          Lord's Prayer in Latin. The Warden steps up and reads the
          charges off a SCROLL OF PAPER.

          WARDEN
          James McCullen, you have 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.

          MCCULLEN
          Your King is a vile bag of filth
          who murders his own allies. I
          should've charged him double.

          WARDEN
          You tried to overthrow the Crown in
          conspiracy with its enemies!

          MCCULLEN
          They offered me a Chancellorship,
          because unlike your simpleton King,
          they know that is the McCullen
          destiny, to run the wars, the true
          power, not simply to supply arms.

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

          MCCULLEN
          Yes, I do. Clan McCullen is far
          bigger and more powerful than any
          of you could ever imagine. My sons
          will continue to rise along after I
          am gone. As will their sons. And,
          God willing, their sons.

          (SMILES)
          It shall not end with my death.
          The Warden smiles back sinisterly.

          WARDEN
          Oh, we're not going to kill you,
          McCullen. We're going to make an
          example of you.

          

          

          

          

          3.
          The Warden gives a nod to the prison workers who remove the
          METALLIC OBJECT from the fire. McCullen sees what it is
          before we do and his face fills with fear. It's a METAL MASK
          being carried towards him, the hinges open with a hideous
          creak. McCullen begins to struggle against the rack.

          WARDEN (CONT'D)
          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.
          The mask closes around his face. The workers melt the lock.
          McCullen SCREAMS. AND WE PUSH IN on the RED SQUARE MEDALLION.

          EXT. NATO HEADQUARTERS - BRUSSELS - DAY

          The many flags of NATO flap outside its massive headquarters.

          SUPER: NATO HEADQUARTERS, BELGIUM

          MCCULLEN (V.0.)
          War used to be the exception. Now
          it is the new state of play, a
          constant, unavoidable...

          INT. BRIEFING CHAMBER - NATO HEADQUARTERS - DAY

          The RED SQUARE MEDALLION around the neck of JAMES McCULLEN,
          gazing over a lectern in a darkened room. Like his doomed
          ancestor, McCullen carries a proud defiance in his eyes.

          MCCULLEN
          Tragic as they are to fight, wars
          must be won. But perhaps they don't
          have to be as destructive as
          they've been in the past.
          A SERIES OF COMPLEX SCHEMATICS rolls continuously on a screen
          behind him. McCullen is briefing twenty-two NATO MILITARY
          COMMANDERS, many of them listening in TRANSLATION HEADPHONES.

          MCCULLEN (CONT'D)
          Nano-mites. Perfect little
          soldiers. Their size can be
          programmed as well as their
          intended task. Originally developed
          to isolate and destroy cancer
          cells, but at Mars Industries, and
          with the help of a little NATO
          funding...

          

          

          

          

          4.
          A few laughs around the room. McCullen soaks it up.

          MCCULLEN (CONT'D)
          .we discovered how to program
          them to eliminate most anything.
          For instance... metal.
          ON SCREEN: A SOLDIER fires a shoulder-launched missile at a
          tank. The warhead bursts into millions of SILVER MICROSCOPIC
          NANO-MITES which eat away the metal like piranhas devouring a
          horse. Then the NANO-MITES fan out from the consumed tank and
          quickly head for a nearby jeep.

          MCCULLEN (CONT'D)
          Once the target has been destroyed,
          the launcher triggers a kill switch
          unique to each warhead that short-
          circuits the nano-mites, preventing
          any unwanted destruction.
          ON SCREEN: The Soldier hits a KILL SWITCH on the launcher and
          the NANO-MITES instantly "drop dead" around the nearby jeep.

          MCCULLEN (CONT'D)
          Each warhead contains seven million
          nano-mites and has the ability to
          eat anything from a single tank to
          an entire city.
          (to consummate salesman)
          But without innocent casualties.
          Which is why this has been such a
          priority for me and my company.
          The room breaks into APPLAUSE. FOCUSES ON GENERAL HAWK, a
          British veteran or countless battles, not buying it.

          HAWK
          Guess you'll be the first arms
          dealer up for the Nobel Peace
          Prize.
          Laughter in the room. McCullen smiles, being a good sport.

          MCCULLEN
          I prefer the term "armament
          solutions engineer"
          (more chuckles)
          Gentlemen! I'm pleased to announce
          that tomorrow morning your first
          order of nanotech warheads will
          ship from my factory in Kyrgyzstan.

          

          

          

          

          5.

          INT. MARS FACTORY - NIGHT

          FOUR GLASS-LIKE WARHEADS, each the size of a softball, are
          placed into four separate compartments inside a WEAPONS CASE
          by a pair of LAB WORKERS. The KILL SWITCHES are secured next
          to each warhead. As the case is closed and locked we see the
          MARS Industries RED SQUARE MEDALLION LOGO on its cover.

          SUPER: KYRGYZSTAN, CENTRAL ASIA

          INT. MEN'S ROOM - MARS FACTORY - NIGHT

          A PAIR OF DOG TAGS drop INTO FRAME in SLOW MOTION. We see the
          name: "HAUSER, CONRAD R." Still not seeing his face, we watch
          our soldier strap into his BODY ARMOR and clip on his BATTLE
          HARNESS. His NAME TAG simply reads: "DUKE". He loads his into
          the mirror (is that a look of disdain?) and we get our first
          glimpse of our hero, a handsome, rugged combat veteran with a
          BATTLE SCAR under his right eye.
          The sound of RETCHING comes from the stall behind Duke. There
          is a flush and a strapping young Special Forces Soldier,
          STALWORTH, steps out. He goes to the sink next to Duke and
          splashes water on his face. He's pale and sweaty.

          DUKE
          The hell's wrong with you,
          Stalworth, you didn't eat that
          Chicken A La King at chow did ya?

          STALWORTH
          The mission, sir...

          DUKE
          What about it? Another day, another
          run.

          STALWORTH
          Never had anything to worry about
          before.
          Stalworth's shaky hand pulls a photo out and shows it to
          Duke: A YOUNG MOTHER with a NEWBORN in her arms.

          STALWORTH (CONT'D)
          Three weeks old. Be seeing him for
          the first time next leave.
          Duke looks at the picture, then at Stalworth. His eyes go
          distant thinking about his own past, then they harden again.

          

          

          

          

          6.

          DUKE
          You're off the mission.

          STALWORTH
          Sir?

          DUKE
          That's what you want, right?
          Stalworth doesn't argue. Duke hands him back the photo.

          DUKE (CONT'D)
          If your head's with them, you're no
          good to me.
          Stalworth nods. Duke steps closer, now one mean s.o.b.

          DUKE (CONT'D)
          One thing, though: you step off
          this one, you're out of Special
          Forces. Gonna find you a nice desk
          and chair back at the base. You're
          be run of the mill. Regular.

          STALWORTH
          I... I guess I can live with that.

          DUKE
          Then you should.
          Stalworth nods, grabs his kit, and leaves. Duke's hard eyes
          watch him go, then a slight smile creases his lips ...

          INT. CORRIDOR - NATO HEADQUARTERS - DAY

          McCullen exits the briefing room into the corridor outside,
          shaking hands with various Military Commanders. Hawk watches
          with his aide, a gorgeous German Lieutenant, COURTNEY "COVER
          GIRL" KRIEGER. When McCullen is alone, Hawk makes his move.

          HAWK
          Mr McCullen, Clayton Aernathy,
          British Army.

          MCCULLEN
          (shaking hands)
          I know who you are General hawk. As
          sharp in a briefing room as your
          reputation is on the battlefield.

          

          

          

          

          7.

          HAWK
          Not hardly ...You gave me a broad
          target, I couldn't resist.

          MCCULLEN
          It's an honor to meet a man of your
          many accomplishments.
          McCullen smiles, then offers Hawk to walk with him.

          MCCULLEN (CONT'D)
          What's on your mind, General?

          HAWK
          Your warheads. Securing them in
          transit. Forty pairs of ears in
          that room now know the when and
          where.

          MCCULLEN
          Those "ears" all have top security
          clearance.

          HAWK
          We both know what that's worth.

          MCCULLEN
          Look, General, delivery is my
          responsibility and it's not one I
          take lightly. I had NATO assign an
          elite American Special Forces unit,
          a fully armored convoy with air
          support. I assure you, my warheads
          will be quite safe.

          HAWK
          I've made a career of showing up
          where I'm needed, whether ordered
          to or not. And if your warheads are
          half as effective as you say they
          are.. Then my unit is needed.

          MCCULLEN
          This is no time to play catch up.
          The NATO team's been drilling for
          weeks. They're lit up and ready to
          roll.

          HAWK
          My unit doesn't need mission
          specific training. They're chosen
          because of their ability to handle
          any situation.

          

          

          

          

          8.

          MCCULLEN
          Maybe next time, General...
          (moves to go, stops)
          What did you say your unit was
          called?

          HAWK
          I didn't. I just said they were
          always ready.
          McCullen continues on down the hall. Hawk gives Cover Girl a
          look, she reads it and nods. WE SMASH CUT TO:

          INT. HIGH-TECH DELIVERY BAY - MARS FACTORY - NIGHT

          A FOUR MAN SECURITY DETAIL escorts two LAB WORKERS as they
          enter a high-tech delivery bay and wlak past two "COUGAR"
          PATROL VEHICLES and a huge ARMORED "GRIZZLY TRUCK, all armed
          with state-of-the-art rooftop weapons. FIFTEEN SPECIAL FORCES
          SOLDIERS stand at attention in front of Duke.

          DUKE
          All right, listen up, the Cougars
          will be front and back, Grizzly in
          the middle carrying the package.
          Minimum distance at all times.
          Choppers will cover us overhead.
          The Lab Workers step up.

          LAB WORKER #1
          Captain Hauser.
          Duke turns to them and start signing forms as WALLACE
          "RIPCORD" WEEMS takes the case while a little short on
          academic credentials, Rip is long on confidence, charm, and
          courage. These two guys are as close as brothers, for better
          and for worse. Rip looks at the Lab Guy with a jokey grin.

          RIPCORD
          Not gonna explode, is it?

          LAB WORKER
          (dead serious)
          They're not weaponized yet. And the
          kill switches are attached to the
          launchers. All the same, I'd avoid
          potholes if I were you.
          Ripcord stares, then quickly hand the case off to another
          soldier. Duke shoots him a look and Ripcord shrugs, what?

          

          

          

          

          9.

          RIPCORD
          Why not stick it in a chopper and
          fly it out? If you want, I could--

          DUKE
          --We have our orders. Okay, people!
          We're on the clock, let's move.

          RIPCORD

          MOUNT UP!
          Duke gives Rip another look. Rip throws him a cheesy grin.
          The team mounts up. The weapons case to Grizzly. ENGINES
          ignite. HEADLIGHTS beam. And the convoy rolls out.

          EXT. MARS FACTORY - KYRGYZSTAN - NIGHT

          The convoy charges out of the heavily guarded factory gates,
          passing a sign: "MILITARY ARMAMENTS RESEARCH SYNDICATE". Two
          BLACKHAWK HELICOPTERS swoop in and follow the convoy.

          INT. LEAD COUGAR - MARS FACTORY - NIGHT

          Ripcord drives the lead Cougar, Duke beside him. Two more
          guys in back, remotely panning a rooftop DUAL MACHINE GUN.

          DUKE
          (into radio)
          Mother Goose, this is Bird Dog. We
          have the package and are on the dot
          to make Ganci Air Base ar 0900.

          RIPCORD
          You know, I hate all the Mother
          Goose, bird Dog crap, I just wish
          they'd let us say, "Hey, Pete, it's
          Bill, see ya in a few."

          DUKE
          Not me, I joined up for the jargon.

          VOICE ON RADIO
          Roger that, Bird Dog. Mother Goose
          out.

          RIPCORD
          Just saying, you know, if I ran
          things...

          

          

          

          

          10.

          DUKE
          Rip, if you ran the Army we'd stay
          up all night, fill our canteen with
          tequila, and call each other "Bro".

          RIPCORD
          But we'd be badasses, right Bro?

          DUKE
          (with a sigh)
          Yeah, we'd be badasses. Eyes on the
          road, Rip.

          EXT. CONVOY - MOUNTAIN ROAD - DAWN

          The two Blackhawks sweep through the skies, silhouetted by
          the rising sun. Below them, the convoy is thundering down a
          winding road amid the magnificent Tian Shan Mountain Range.

          INT./EXT. REAR COUGAR - MOUNTAIN ROAD - DAY

          A RADAR DISH on the rear Cougar sweeps vigilantly. Inside, a
          SPECIAL FORCES SOLDIER watches the RADAR MONITOR, clear
          except for two steady :signatures", the Blackhawks.

          INT./EXT. LEAD COUGAR - MOUNTAIN ROAD - DAY

          In the lead Cougar, Duke and Ripcord keep their eyes out.

          RIPCORD
          Hey Duke, ya know how they always
          tell you to empty your head of
          distracting thoughts on these runs?

          DUKE
          Keep your eyes on the road, Rip.

          RIPCORD
          And you know how people sometimes
          joke that it must be easy fr me to
          keep my mind empty?

          DUKE
          Don't listen to 'em. you got plenty
          of thoughts up there.
          (into radio)
          Keep rear security tight, boys.

          

          

          

          

          11.

          RIPCORD
          Well, the second I try and make
          myself not have thoughts, I always
          have 'em. Like now, know what I'm
          thinking about?

          DUKE
          Please don't say the Air Forces.

          RIPCORD
          The Air Forces.

          DUKE
          I thought we were done with that
          discussion.

          RIPCORD
          You were done with it, not me.
          Look, I loev flying...
          Duke "mouths" the following sentence as Ropcord says it:

          RIPCORD (CONT'D)
          I've been flying since I was
          thirteen years old.
          Ripcord shoots him a look. Duke just smiles.

          DUKE
          I don't think your daddy's crop
          duster counts as hours logged.

          RIPCORD
          Jets, man, jets. You know I always
          qualify when I'm on leave.

          DUKE
          Yeah, yeah, look, you want to get
          up in the air, we'll get you a
          trampoline back at the base.

          RIPCORD
          We've done ten years in the Army, I
          just think we should see if the
          grass really is greener.

          DUKE
          This continues to be the stupidest
          idea you've ever come up with, nd
          that's saying something.

          RIPCORD
          Funny. Real funny.

          

          

          

          

          12.

          DUKE
          I don't wanna transfer to the Air
          Force, okay?

          RIPCORD
          It's always about you, isn't it?
          Give me one good reason?

          DUKE
          I want to be in the fight, not
          flying over it.

          RIPCORD
          Won't be saying that when you call
          in an air strike and I come
          screaming in to save your--

          DUKE
          --Eyes on the road, Rip.

          EXT. CONVOY - MOUNTAIN ROAD - DAY

          Behind the Blackhawks and the convoy an ominous, DARK SHAPE
          suddenly drops INTO FRAME. ENGINE EXHAUST blurs our view of
          the aircraft, but we can tell that it's pursuing the convoy.

          INT./EXT. REAR COUGAR - MOUNTAIN ROAD - DAY

          On the rear Cougar's RADAR SCREEN, we see the two Blackhawk
          signatures still appearing in position.. .but nothing else.

          INT. LEAD COUGAR - MOUNTAIN ROAD - DAY

          They hit a pothole. Ripcord grimaces, then realizes--

          RIPCORD
          Hey, on the training run weren't
          there herders around here?
          This puts Duke instantly on the alert.

          EXT. CONVOY - MOUNTAIN ROAD - DAY

          Too late. CONCUSSION CANNONS slide out of ports on both sides
          of the dark shape. They fire simultaneously. The SUBATOMIC
          BLASTS punch into the front Blackhawk, crushing it like a
          beer can on your forehead. It explodes and drops.

          

          

          

          

          13.

          INT./EXT. LEAD COUGAR - MOUNTAIN ROAD - DAY

          Duke and Rip see the hall of flaming metal crash in front of
          them, blocking the convoy's path. Rip hits the brakes.

          RIPCORD
          Jesus Christ! Bird Down!

          DUKE
          (urgent, but utterly calm)
          Back up! Back up! Back up!
          (into radio)
          Mother Goose, this is Bird Dog. We
          are under attack. Repeat --we are
          under attack!

          EXT. CONVOY - MOUNTAIN ROAD - DAY

          The second Blackhawk pivots to see the dark shape, --it's
          like a giant helicopter without rotors, hovering on six JET
          THRUSTERS. It's a next-gen "TYPHOON" GUNSHIP.
          The Blackhawk hoses the Typhoon with its six-barrelled MINI-
          GUNS. But the rounds bounce off the Typhoon's angled armor.
          The CONCUSSION CANNONS fire at the second Blackhawk, catching
          it on the nose, crushing it into a flaming ball and sending
          it reeling ass-over-tail-rotor into the ground behind the
          rear Cougar, hemming in the convoy.
          The Grizzly launches two HEAT-SEEKING MISSILES off its roof-
          turret, but the Typhoon guns them down and fires again. The
          blast lands directly on top of the rear Cougar, literally
          flattening it as well as every tree within a hundred feet.

          INT./EXT. LEAD COUGAR - MOUNTAIN ROAD - DAY

          Duke sees it all in his rear view mirror, yells into RADIO:

          DUKE
          Out! Everyone get out of the
          vehicles! Now!

          INT./EXT. GRIZZLY - MOUNTAIN ROAD - DAY

          A final CONCUSSION BLAST lands between the last two vehicles
          now. Spinning the Grizzly. It's WINDOWS SHATTER and a
          thousand lethal GLASS SHARDS shoot inside, killing the
          drivers. The Cougar flips end over and lands in a ditch.

          

          

          

          

          14.

          INT. LEAD COUGAR - MOUNTAIN ROAD - DAY

          Duke and Ripcord land on the upturned ceiling, beat to shit.
          Duke quickly checks on the two guys in back crushed to death
          where the blast caved in the Cougar's armor. He looks at Rip.

          DUKE
          You okay?

          RIPCORD

          (DAZED)
          Yeah, except for all the blood.
          Duke sees blood on the back of Rip's head. Then they hear a
          LOUD ROAR and turn to see the Typhoon hover by the Grizzly.

          RIPCORD (CONT'D)
          Who the hell is that?
          Duke grabs Ripcord and starts dragging him out.

          EXT. CONVOY - MOUNTAIN ROAD - DAY

          A SIDE DOOR on the Typhoon hisses open to reveal six
          "VIPERS", menacing foot soldiers clad head to toe in black
          BATTLE ARMOR, and armed with fearsome PULSE RIFLES. They exit
          the Typhoon and spread out to kill anyone left.
          The decimated Special Forces troops in the Grizzly OPEN FIRE
          with ASSAULT RIFLES, but the bullets can't penetrate the
          Viers' armor. The Vipers fire back, the impact from their
          pulse rifles crush the soldiers' bodies, armor and all, and
          fling them backwards.
          Two Soldiers pop two FRAGMENTATION GRENADES and toss them
          toward the Typhoon. The Vipers shoot one grenade out of the
          air with their pulse rifles. It EXPLODES well out of range as
          the other grenade lands on the ground int he middle of the
          pack. Another shot from a pulse rifle punches the grenade six
          feet underground. A DULL WHOOMP, lifts the ground by a foot.
          Meanwhile, another figure emerges out of the Typhoon. Long,
          slender legs in high black boots, the rest if her covered in
          black, form-fitting BODY ARMOR. She's beautiful, exotic, and
          most of all, lethal. She's known in certain circles only as
          "THE BARONESS" but we will know her as ANA. Her DARK GLASSES
          glint menacingly as she strides towards the Grizzly.
          The two Special Forces Soldiers who threw the grenades pop up
          to shoot her. But she quick-draws a pair of PULSE PISTOLS.
          BOOM! BOOM! The shots crush both soldiers.

          

          

          

          

          15.
          Ana flips the pistols back into her holsters as a Viper blows
          the back door off the Grizzly, allowing her to climb inside.
          She blithely steps around the corpses and removes the WEAPONS

          CASE.
          Duke now has Rip ver his shouders and is running like hell.

          RIPCORD
          Duke?

          DUKE
          Shut up.

          RIPCORD
          If I die...

          DUKE
          You're not gonna die.

          RIPCORD
          I just want you to know... you never
          could run worth a damn.

          DUKE
          Jesus, Rip.

          RIPCORD
          I'm just saying, it's be nice if
          you could move a little faster.
          And that's when the Cougar blows, a concussive blast. Ana
          turns with the weapons case in time to see Duke and Rip go
          ass-over-teacups down into a ditch. She touches the stem of
          her glasses which ZOOM IN on Duke.
          DOWN IN THE DITCH: Duke rolls over and looks at Rip.

          DUKE
          Stay here.

          RIPCORD
          (really messed up)
          Sure.

          DUKE
          I'm gettin' that package.
          Duke leaps up and hauls-ass down the ditch, then crouch-runs
          up the embankment. --And comes face to face with a Viper, who
          raises his pulse rifle, about to blow Duke away. A hand
          clamps down over the barrel.
          The Viper looks at Ana beside him. Duke also looks at her, a
          flash of shocking recognition ripples across his face.

          

          

          

          

          16.
          Ana touches the stem of her glasses and the DARK LENSES turn
          clear, revealing her gorgeous eyes.

          DUKE (CONT'D)
          What the hell...?
          Her face softens hesitantly.

          ANA
          Hello, Duke...
          Then she round house kicks him with her boot across the face,
          knocks him out on his ass.

          ANA (CONT'D)
          You have to admit you had that
          coming.
          Ana struggles with something going on inside her head. Then
          her face reluctantly hardens and she takes her hand off the
          first Viper's gun barrel, giving Duke an apologetic look.

          ANA (CONT'D)
          Good-bye, Duke.
          Duke can't believe it. Ana suddenly glances up at something
          behind Duke. It's a "HOWLER" TRANSPORT rocketing onto the
          scene, its four-winged JET THRUSTERS rotating ninety degrees
          to slow it into a hover. Duke takes the opportunity to jump
          to his feet and lay out in the Viper. Ana turns and hauls-
          ass.
          A BLACK-CLAD FIGURE fast ropes down out of the Howler and
          lands behind a Viper and SNAPS his neck. Moving in a blur, he
          draws and buries a KATANA BLADE into another Viper. Then he
          glances at the last Viper who's lining up on him, too far
          away to reach with his sword. He quick-draws a GLOCK PISTOL.
          BAM! Right between the eye slit in his helmet. All this in
          the space of six breathless seconds.
          Duke glances at the almost mystical figure of SNAKE-EYES
          sheathing his sword on his back while holstering his smoking
          Glock. RED NINJA CLAN MARKING on his tri-cep. Bad-ass
          defined. Snake-Eyes leaps behind the Cougar wreck as a pulse
          burst just missed him. Duke immediately takes off after Ana,
          his eyes locked on the weapons case in her hands, PULSE
          BURSTS crackling past his head. He curses under his breath:

          DUKE
          Air Force.. .right.

          

          

          

          

          17.
          A Viper lines up on Duke, but a laser-like ARROW BOLT rips
          through his eye-slit and ELECTROCUTES him, courtesy of SHANA
          "SCARLETT" O'HARA who fast-ropes down from the Howler,
          holding a gas-propulsion CROSSBOW PISTOL. She lines up on
          another Viper, but he's too quick, ducks behind the GRIZZLY.
          But Scarlett's CROSSBOW PISTOL viewfinder snapped an image of
          his FACE ARMOR. She darts behind the COUGAR WRECK with Snake-
          Eyes, swiftly targeting the Viper's eye-slit on her pistol's
          LED SCREEN. Then she fires behind her, in the complete other
          direction to the Viper, the arrow bolt flies away, then turns
          around and zeroes in on the Viper, finding him behind cover,
          the smart-arrow slams right through his eye-slit.
          Another Viper sees this and bolts toward the Typhoon, but
          LAMONT "HEAVY DUTY" MORRIS leans out of the landing Howler
          holding a dual MACHINE GUN/GRENADE LAUNCHER. Only a man this
          big can carry such a weapon.

          HEAVY DUTY
          Time to lay down some bass!
          He fires a grenade and the Viper flies back OUT OF FRAME. You
          blink, you miss it. BOOM! The Typhoon fires at Heavy Duty,
          but the Howler is just as nimble, fires its LEFT-SIDE
          THRUSTERS which roll it onto its side. The CONCUSSION BLASTS
          whip past and decimate the forest behind it. Hanging
          awkwardly, Heavy Duty fires a double blast of hand grenades.
          The Typhoon's mini-gun quickly shoots them out of the air.
          The Howler fires MISSILES which hit the CONCUSSION CANNONS
          and rip them apart. The Typhoon SHAKES. Ana races for the
          recovering Typhoon. Duke races after her through a hail of
          pulse-fire and draws his PISTOL.

          DUKE
          Ana!
          She whirls around, drawing the weapons case over her chest
          and face, using it as a shield. Duke hesitates, because of
          the warheads or Ana? Heavy Duty goes to shoot at her.

          SCARLETT
          The warheads!
          Heavy Duty reluctantly doesn't shoot, everyone watching Ana
          backpedal towards the waiting Typhoon. Duke charges like a
          bull and tackles her. Ana sprawls and the case tumbles free.
          Duke and Ana go eye-to-eye for a split second, then Duke goes
          after the case while the Joes take the opportunity to spray
          gunfire her way. Ana zigs, zags, and dives into the Typhoon,
          which is raked by the bullets.

          

          

          

          

          18.
          Duke grabs up the case as the Typhoon launches into the sky
          and disappears over a rise ...
          SILENCE... Scarlett, Snake-eyes and Heavy Duty now approach
          Duke, who whirls around at them, pistol up, eyes wild.

          DUKE
          Stand down! Stand the hell down!

          HEAVY DUTY
          Lower your weapon, Sir. We're not
          the enemy.

          DUKE
          Pointing weapons at me doesn't make
          you my friend.
          ABEL "BREAKER" SHAZ jumps out of the Howler wearing a
          computerized SURVEILLANCE SUIT, a French/Tunisian ACCENT:

          BREAKER
          Please hand over the case, sir.

          DUKE
          I don't know who you are, and I
          sure as hell don't know who they
          are, and until I find out, I'm not
          lowering anything or handling
          anything over.
          CLICK-CLACK. They turn to see Ripcord shouldering a rifle.

          RIPCORD
          What's your unit?

          SCARLETT
          That's classified.
          Snake-Eyes discreetly grabs SHRUNKEN THROWING STARS from his
          belt, but a look from Scarlett makes him out them back.

          BREAKER
          Someone would like a word with you.
          Breaker sets a holo-projector on the ground in front of Duke,
          which projects a 3D IMAGE OF GENERAL HAWK. Duke is stunned.

          HAWK
          State you name and rank.

          DUKE
          .you first.

          

          

          

          

          19.

          HAWK
          My team just saved your life. now's
          the part where you say "thank you".

          DUKE
          Those aren't the words that come to
          mind just now. We weren't told
          about any support for this mission,
          so you better tell your team to
          stand down.
          Ripcord eyes his sight.

          RIPCORD
          Happy to turn this into a turkey
          shoot.
          Someone OFF-PROJECTOR hands Hawk a file, he looks at it.

          HAWK
          You must be... Ripcord, expert
          marksman, weapons specialist, jet

          QUALIFIED--

          RIPCORD
          (to Duke)
          Told ya.

          HAWK
          I'm General Clayton Abernathy. You
          may have heard of me, .Duke.
          A glint of recognition flickers across Duke's eyes, he nods.

          DUKE
          General hawk. Afghanistan, NATO
          Forward Command...
          Breaker sees his chance and gingerly steps up to Duke and
          starts sweeping a scanner across the case. Hawk smiles.

          HAWK
          That was my last job.
          (a twinkle in his eye)
          I'm in a whole new outfit now.
          Duke swivels his gun to Breaker's head. Breaker flinches.

          BREAKER
          Just need to deactivate its
          tracking beacon, for security.

          

          

          

          

          20.

          HAWK
          Hand over the weapons case son, and
          let us deliver the warheads.

          DUKE
          No way. I signed for 'em. My
          mission, my package. I carry them,
          I deliver them.
          Breaker's scanner BEEPS. He keys a button. The BEEPING
          promptly stops. He throws a look at Duke.

          BREAKER
          Wasn't hard, was it?

          DUKE
          Fine. But you seem to be a little
          short on transportation a the
          moment. Team Alpha will deliver you
          to me.

          DUKE (CONT'D)
          And where exactly are you, General?

          INT. CONTROL ROOM - THE PIT - DAY

          Hawk stands in front of a HOLO-CAM amongst a sea of
          computers, Cover Girl behind him, Duke on a monitor.

          HAWK
          Come see for yourself.

          EXT. HOWLER - EGYPTIAN SKIES - DUSK

          The Howler skims over the GIANT PYRAMIDS OF GIZA, a caravan
          of camels below. The aircraft continues out into the golden
          desert, too fast for anybody to get a good look at it.

          INT. HOWLER -SKIES - DUSK

          Scarlett is cleaning Ripcord's head wound.

          RIPCORD
          Hey, you're cute.

          SCARLETT
          He's going into shock.

          RIPCORD
          What's your name, darlin'?

          

          

          

          

          21.
          Snake-Eyes stabs Ripcord hard int he arm with a drip-needle,
          Rip angrily eyeballs him and stifles a scream.

          SCARLETT
          I thought all the Special Ops guys
          were tough.

          RIPCORD
          We are tough ... . but also sensitive.
          (feeling the drugs)
          Whoa, that's some mucho primo stuff
          you gave me.
          Rip is high now, his eyes float up to Heavy Duty who stares
          back at him. Rip reaches out to touch his well-cropped hair.

          RIPCORD (CONT'D)
          .and a kung-fu grip.

          HEAVY DUTY
          The name's Heavy Duty.
          Duke has the weapons case on his lap.

          DUKE
          What kind of outfit is this? Not
          regular Army based on the accents.
          (to Scarlett)
          I have you as an Aussie...
          (looks to Heavy Duty)
          And you're a Johannesburger...
          (then Breaker)
          And you: French North Africa.
          Algiers?

          BREAKER
          Tunisia. Where were you born?

          RIPCORD
          Are you kidding me? Duke wasn't
          born, he was Government-Issued!

          DUKE
          But somehow you're all in the same
          unit. One you can't tell me the
          name of right?

          SCARLETT
          We'd get tossed for telling.

          

          

          

          

          22.

          RIPCORD
          Duke, Duke, don't you get it:
          they're super secret, they're
          Mission Impossible. This tape's
          gonna self-destruct in five--

          DUKE
          --You're gonna go after them aren't
          you? The ones that hit my convoy.

          (SILENCE)
          Then whoever you are, whatever this
          unit is, I want in.

          BREAKER
          Not our call.
          Ripcord sits up, really woozy, looks at Scarlett.

          RIPCORD
          I want in too. That way we can
          spend some bunker time together.
          A SWORD suddenly slices across Rip's face, an inch away. It's
          Snake-Eyes, checking his blade, seemingly innocent. But the
          message is not lost on Ripcord. Scarlett looks at Duke.

          SCARLETT
          You two a team or something?

          RIPCORD
          We've been together forever.
          (off her look)
          But not like that. Hi, I'm Ripcord.

          SCARLETT
          Why do they call you that?
          Breaker laughs, reading Ripcord's file:

          BREAKER
          Because his name is Wallace Weems!

          INT. SECURITY ROOM - THE PIT - DAY

          Eight SECURITY TECHNICIANS sit around an island console in a
          small, windowless room. Working their keyboards and watching
          the HOLOGRAPHIC IMAGE of the Howler soaring across the dunes.
          A technician hits a LARGE SWITCH on his console.

          SECURITY TECHNICIAN #1
          Alpha-One, this is Base. You are
          cleared or entry.

          

          

          

          

          23.

          EXT. HOWLER - SKIES - DAY

          And a huge sand dune directly in front of Howler spirals open
          to reveal a CAVERNOUS HOLE. The Howler's THRUSTERS twist
          vertical and it drops like a helicopter into the hole.
          SUPER: Global Integrated Joint Operating Entity.

          INT. LANDING PLATFORM - THE PIT - DAY

          The Howler descends beneath the surface onto a dark platform
          as the roof spirals shut and FLOOD LIGHTS switch on. The door
          of the howler opens and the team steps out. Duke and Ripcord
          follow hesitantly with the weapons case. A VOICE calls out to
          them from the shadows:

          HAWK (O.S.)
          Welcome to the new Pit!
          Duke and Ripcord turn to see hawk and Cover girl walking out
          from behind the lights.

          HAWK (CONT'D)
          Duke.

          DUKE
          General.

          HAWK
          I've read a lot about you two.

          RIPCORD
          Okay, look, I didn't "steal" that
          Blackhawk, I was borrowing it...
          Duke shoots him a look. Hawk steps right up to Duke.

          HAWK
          Matter of fact, I saw that one of
          my subordinates tried to recruit
          you to our little operation a while
          back.

          DUKE
          I was never asked to join any Op
          group.

          HAWK
          Remember a tall gentleman
          approaching you in Thailand when
          you were on leave, four years ago?

          

          

          

          

          24.

          DUKE
          Vaguely.

          HAWK
          Right before you tore up the bar?

          RIPCORD
          Four years? My man had some issues.
          Duke shoots him another look, then turns back to Hawk.

          DUKE
          This doesn't look like any Tac Op
          I've ever seen. Where are we?

          HAWK
          Okay, you trusted me by going with
          my team, so I'll trust you.
          There's a loud METALLIC CLANG and part of the PLATFORM begins
          to descend. They pass the URBAN COMBAT LEVEL where MEN and
          WOMEN are training with next-gen urban warfare equipment.

          HAWK (CONT'D)
          Technically, GI JOE doesn't exist.
          But if it did, it'd be comprised of
          the top men and women from the best
          military units all over the world.
          The alpha dogs...
          They see a pretty woman sip into a next-gen CAMO-SUIT, which
          reflects and refracts light, making her nearly invisible.

          RIPCORD
          Oh man, I want one of those.

          BREAKER
          The suit or the girl?

          RIPCORD
          Both.
          Scarlett's eyes roll. They descend into the DESERT COMBAT
          level, where soldiers train with desert warfare equipment.

          HAWK
          Ten nations signed on in their
          first year. Working together,
          sharing intel. Now we have twenty-
          three.

          

          

          

          

          25.

          DUKE
          I've never seen combat gear this
          sleek, what's the trick?

          SCARLETT
          Liquid armor.
          They reach the DEEP SEA COMBAT LEVEL where dozens of men and
          women are testing fantastic next-gen UNDERWATER VEHICLES.

          HAWK (O.S.)
          Good news is we've been pretty
          successful so far. The bad news is
          whenever we manage to shut down one
          organization, another springs up in
          its place.

          RIPCORD
          Who could possibly fund all this?

          HEAVY DUTY
          Oprah.

          INT. CONTROL ROOM - THE PIT - DAY

          Hawk now leads the group into the Control Room where more
          TECHNICIANS man consoles. Duke still has the weapons case.

          CONTROL ROOM TECHNICIAN #1
          Mr. McCullen's standing by, Sir.

          HAWK
          Patch him through, please.

          DUKE
          So who hit us out there?

          COVER GIRL
          Currently unidentified.

          HEAVY DUTY
          And how'd that bitch in leather get
          a jump jet like ours?

          SCARLETT
          Whoever she is, she's clearly well-
          financed, with access to highly
          classified intel and state of the
          art weaponry. Their capabilities
          are beyond anything we've ever
          encountered.

          

          

          

          

          26.

          RIPCORD
          That's the reason we got our asses
          kicked.
          Duke betrays nothing. Hawk looks at him.

          HAWK
          We're going to need to find out
          everything we can about her.
          Knowing is half the battle.

          RIPCORD
          What's the other half?
          McCullen now appears next to Ripcord and walks through him.

          RIPCORD (CONT'D)
          Jesus!
          And we realize McCullen is here courtesy of a HOLO-PROJECTOR.
          A ring of cameras provides him with images of the Joes.

          HAWK
          Gentlemen, this is James McCullen,
          CEO of MARS Industries, the man who
          built these warheads.
          WE INTERCUT THIS SCENE WITH McCullen standing in front of a
          HOLO-CAM in a small room somewhere. THE HOLOGRAPHIC IMAGES of
          hawk, Duke, and the others around him.

          MCCULLEN
          General, most men I've encountered
          in this business over-promise and
          under-deliver. You're the opposite.
          Clearly, you were the security
          option I should have chosen.
          ON DUKE: Steaming behind his military demeanor.

          DUKE
          My team did everything we could out
          there. A lot of good men went down--

          MCCULLEN
          --But not you.

          DUKE
          That mission was classified, sir.
          Clearly, somebody sold us out.

          

          

          

          

          27.

          MCCULLEN
          I've spent ten years and thirteen
          billion Euros creating these four
          warheads. Your job, Captain, was to
          protect them, and if it wasn't for
          General Hawk, you would've failed.

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

          MCCULLEN
          Well that wasn't enough.
          Duke bristles. McCullen turns to Hawk.

          MCCULLEN (CONT'D)
          What are your coordinates? I'll
          have NATO send another special ops
          team to retrieve the warheads,
          company strength this time.

          HAWK
          Apologizes, Mr McCullen. It's not
          that I don't trust you...I don't
          trust anybody.

          MCCULLEN

          (SMILES)
          Are you sure you're not a McCullen?

          HAWK
          I don't talk smooth enough to be a
          McCullen.

          MCCULLEN
          You do just fine, General. Now, so
          the bastards who attacked you can't
          find you, you need to disable the
          tracking beacon hidden in the case.

          BREAKER
          We already have.

          MCCULLEN
          Good man. So, can I count on you to
          deliver the warheads to NATO now?

          HAWK
          I think it unwise to expose them at
          the moment. This group might make
          another attempt.

          (MORE)

          

          

          

          

          28.

          HAWK (CONT'D)
          We need to find and neutralize them
          before we can consider moving your
          weapons.

          MCCULLEN
          Alright. But allow me to check the
          warheads to see if any have been
          damaged.
          Duke begrudgingly sets the case down. Breaker turns on his
          suit's BALL-EYEPIECE. It goes into X-RAY MODE and we see the
          NANO-MITES crawling around inside the four warheads.

          MCCULLEN (CONT'D)
          Open it, please.

          BREAKER
          My scan says they're intact...

          MCCULLEN
          General?

          HAWK
          What's the code?
          ON DUKE, listening carefully.

          MCCULLEN
          Five-two-nine-four-four-oh.
          Breaker enters the code. As the case opens, Breaker
          discreetly watches McCullen in his BALL-EYEPIECE SCANNER.
          McCullen runs his holographic fingers over the warheads.
          Satisfied, he turns to Hawk.

          MCCULLEN (CONT'D)
          Please keep me informed of your
          progress, General.
          Duke and McCullen share a quick glare. And then McCullen cuts
          the feed. Scarlett notices concern on Breaker's face.

          SCARLETT
          Breaker?

          BREAKER
          That bloke's Beta waves were going
          up, down, and sideways... I think
          he's hiding something.
          And off the faces of the rest of the group WE CUT BACK TO:

          

          

          

          

          29.

          INT./EXT TRIDENT - DAY

          McCullen turns as Ana appears on a HOLO-PROJECTOR behind him.

          MCCULLEN
          I spend five years setting this up.
          Wringing money out of NATO. This
          was supposed to be the easy part.

          ANA
          If you'd let me stage the assault
          at your precious factory, we could
          have contained the situation.

          MCCULLEN
          And lost the trust of our clients
          in the process? It had to be NATO's
          fault.
          (steps closer)
          What happened? Did you hesitate?

          ANA
          You're implying this was about some
          ancient history? That's as
          laughable as your Intel. What went
          wrong was the Joes appearing out of
          nowhere.
          He stares at her suspiciously, then softens.

          MCCULLEN
          Forgive me, jealousy isn't my
          strong suit.

          ANA
          Forget that, where are we now? Have
          you tracked the case?

          MCCULLEN
          They deactivated the beacon. I gave
          them a code to quietly re-arm it.
          McCullen hits a key, a SCREEN switches on, displaying A MAP
          OF THE WORLD. A BEACON LIGHT flashes over a spot in the
          Egyptian desert, grip coordinates blinking.

          MCCULLEN (CONT'D)
          There it is. The infamous Pit.

          ANA
          I will get those warheads back.

          

          

          

          

          30.
          McCullen steps forward and lovingly caresses her face, his
          hand going right through her. McCullen whispers menacingly.

          MCCULLEN
          I hope so.

          ANA
          (diffusing the threat)
          If I were really there, I might
          actually let you touch me.

          MCCULLEN
          (sly smile)
          I'll send a jet.

          ANA
          Business first. Besides, I'm
          married, remember?
          Her holo-form blinks off, leaving McCullen alone in the room.

          MCCULLEN
          Sometimes I really hate technology.
          He sighs heavily, then hears a VOICE:

          STORM SHADOW (O.S.)
          It is most often used by those
          without honor.
          McCullen turns to see STORM SHADOW, a well-tailored Korean
          man whose soul has long since departed, standing on the other
          side of the room.

          MCCULLEN
          There can't be any more mistakes.
          The schedule can't be compromised
          any further.

          STORM SHADOW
          If you had sent me, it would be
          done.

          MCCULLEN
          (walking towards him)
          I'm sending you now, Storm Shadow.
          To the Baroness's villa. .Make
          sure her commitment doesn't waiver.
          Storm Shadow nods, McCullen continues on THROUGH him. We now
          realize Storm Shadow was a holo-proj. Storm Shadow vanishes.

          

          

          

          

          31.
          McCullen steps up to a large oval perspex window. WE PULL
          BACK out of the window to reveal that he's riding through
          DEEP ARCTIC OCEAN inside a next-gen "TRIDENT" submarine.
          CAMERA KEEPS PULLING BACK to show the Trident approaching the
          docking bay of a MASSIVE FACILITY built into the seabed under
          the jagged canopy of the POLAR ICE CAP. The place is defended
          by several HARPOON CANNONS and a fearsome TURBO-LASER. It's a
          breath-taking sight, but also a little frightening.

          INT. DOCKING BAY - DAY

          The MARS LOGO is stamped on a pair of WATER-TIGHT DOORS. The
          logo pulls apart as the doors open, allowing McCullen inside
          the docking back entrance. Waiting for him is a man known
          only as THE DOCTOR. His face hidden by a life-support mask
          that continually pumps air into his lungs and also
          mechanically helps him to speak without the vocal chords he
          is missing.

          THE DOCTOR
          Welcome back.

          MCCULLEN
          Good to be back.

          THE DOCTOR
          we've been very busy.
          He gestures to TWENTY MERCENARIES or various ethnicities, all
          standing at attention, not a single muscle moving among them.
          These are NEO-VIPERS. The baddest of the bad.

          MCCULLEN
          Is it working?

          THE DOCTOR
          You tell me.
          The Doctor beckons a waiting LAB ASSISTANT who rolls out a
          glass case containing an eighteen foot long KING COBRA. the
          Doctor bends down and gazes at the snake.

          THE DOCTOR (CONT'D)
          The King Cobra is a magnificent
          creature. Its venom can kill a
          full grown elephant with a single
          bite.
          He rattles the case and the cobra HISSES at him, revealing
          its hood. The Doctor steps up to a Neo-Viper and shows
          McCullen an INCISION SCAR behind the Neo-Vipers' right ears.

          

          

          

          

          32.

          THE DOCTOR (CONT'D)
          We introduced into each subject one
          thousand cc's of the nano-mite
          solution. As expected, subjects
          became extremely ill and fell into
          a coma-like state for approximately
          forty hours.
          The Doctor produces a small HANDHELD DEVICE from his pocket,
          A FILE PHOTO of a Neo-Viper appears on the device's screen.

          THE DOCTOR (CONT'D)
          When they returned to sentience,
          brain scans showed complete
          inactivity in the self-preservation
          region of the cortex.

          MCCULLEN
          English, Doctor.
          The Doctor keys a demand and that particular Neo-Viper steps
          up and sticks his bare arm into the case through a portal.

          THE DOCTOR
          They feel no fear.
          The Neo-Viper grabs the cobra and squeezes, the cobra bites
          his arm, latching on, sinking its venom into his veins. The
          Neo-Viper doesn't even wince.

          THE DOCTOR (CONT'D)
          Cortical nerve clusters revealed
          complete inactivity--

          MCCULLEN
          --Doctor.

          THE DOCTOR
          They feel no pain.
          The Doctor keys another command and the Neo-Viper obediently
          lets go of the cobra and removes his arm from the case.

          THE DOCTOR (CONT'D)
          Frontal lobe concepts of morality
          are disengaged... No remorse...

          MCCULLEN
          And they are completely obedient?

          THE DOCTOR
          Of course. .The real world
          applications are endless.

          

          

          

          

          33.
          The Neo-Viper's knees give out. McCullen watches curiously.
          WE SMASH CUT INTO the NEO-VIPER'S BITE WOUND where the WHITE
          VENOM is racing through a blinding labyrinth of veins.

          THE DOCTOR (V.0.) (CONT'D)
          The nano-mites will target the
          venom.
          STILL IN HIS VEINS we see hundreds of MICROSCOPIC NON-MITES
          rushing to meet the venom head on. Blocking it.
          Then swiftly pushing it back. All the way to the original
          fang holes. The venom seeps out of the holes and drips off
          the Neo-Viper's arm. He stands and returns to his place in
          line without a word. The Doctor looks at impressed McCullen.

          THE DOCTOR (CONT'D)
          So you tell me: is it working?

          INT. CORRIDORS - DESTRO HEADQUARTERS - DAY

          The Doctor follows McCullen through various corridors.

          THE DOCTOR
          The science is staggering isn't it?

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

          THE DOCTOR
          But research and science are
          expensive propositions. If I can
          make a suggestion..?
          McCullen stops and looks at him, there is something truly
          menacing and evil behind this Doctor's mask.

          THE DOCTOR (CONT'D)
          Selling one batch of warheads on
          the black market could fund--

          MCCULLEN
          --I appreciate your thirst for
          knowledge, Doctor. But this world
          is messy enough. Factions fighting
          and scrabbling for control, for
          resources, and it's only going to
          get worse as the century
          progresses. No. What the world
          needs is unification. Leadership.

          (MORE)

          

          

          

          

          34.

          MCCULLEN (CONT'D)
          It needs to be taken out of chaos
          by someone with complete control.
          He looks through a portal into a shadowy OPERATING CHAMBER,
          where a brilliant but vicious looking MAN is being scanned by
          SMART ROBOTS. This is ZARTAN. A Smart Robot begins to change
          Zartan's fingerprints, which we see on a monitor.

          MCCULLEN (CONT'D)
          My family was once this close to
          that kind of power...

          (LAUGHS)
          The French...
          Zartan CRACKS HIS KNUCKLES and gives McCullen a nod. McCullen
          looks back at the Doctor.

          MCCULLEN (CONT'D)
          Once I get my hands on the reins,
          the money will take care of itself.
          You'll be able to do all the
          research you want.
          McCullen strides off. The Doctor stares after him.

          INT. CONTROL ROOM - THE PIT - NIGHT

          Duke, still holding the briefcase, stares at a PHOTO OF ANA
          from the ambush, now up on a monitor.

          BREAKER
          We grabbed an image from Heavy-
          Duty's helmet cam.
          Ripcord looks stunned, he leans closer to Duke and whispers:

          RIPCORD
          Hey, that's--
          Duke cuts him off with a look. Breaker extracts a full 3D
          FRONT-VIEW of Ana's face from the photo. Then on an adjacent
          monitor, he runs an endless series of PHOTOS OF WOMEN.

          BREAKER
          Now we can run the face through an
          infinity scan.

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

          

          

          

          

          35.

          BREAKER
          Everyone gets photographed in some
          way at some time. ATM machines,
          airports, crowd shots at a football
          game. We'll find her.
          Duke just stares at Ana's photo. Ripcord whispers quietly:

          RIPCORD
          You okay?

          DUKE
          (not okay)
          .what happened to her?
          For once, Ripcord doesn't know what to say. Cover Girl walks
          in and hands a document to Hawk, who looks through it.

          HAWK
          From NATO. I am now the official
          custodian of the warheads. Your
          mission is complete. Once you hand
          it over, that is.
          Duke nods, hands over the case with a hint of defeat.

          DUKE
          When you move it, she's gonna come
          after you, you know that, right?
          (off Hawk's look)
          And with her Intel, and her toys...
          she'll find you.

          HAWK
          And your point is...?

          DUKE
          You're going to go after her first.
          And I want to help.

          RIPCORD
          Let us in on this, General. Our
          team just got wasted. I think a
          little payback is in order.

          HAWK
          You don't ask to be a part of GI
          JOE. You get asked.

          DUKE
          You scouted me four years ago, now
          I'm ready. Let's have at it.

          

          

          

          

          36.

          HAWK
          I've lost men too, Captain. Good
          men. But attempting to--

          DUKE
          I know her.

          HAWK
          Excuse me?

          DUKE
          You said knowing is half the
          battle. Well, I know who she is.
          Duke reaches into his pocket, pulls out a photo and shows
          Hawk. INSERT PHOTO: Ana, four years earlier, much softer
          looking, staring lovingly at Duke as they're about to kiss.

          DUKE (CONT'D)
          Her name is Ana Lewis, and I can
          tell you everything you need to
          know about her until... four years
          ago. After that, well, obviously
          sa lot's changed.
          Hawk just stares in disbelief.

          INT. HAWK'S STATEROOM - DAY

          Hawk sits down behind his desk and looks up at Duke, still
          standing at attention.

          HAWK
          Before this goes any further, I
          need to know what I'm dealing with,
          a man looking to settle a score, or
          a man who can put the mission
          first. Because the battlefield is
          the wrong place for emotion.
          (he pauses for effect)
          Could you kill her?

          DUKE
          If I had to.

          HAWK
          Chances are you will. But if you
          flinch, hesitate even an instant...
          what I'm trying to say is, unless
          you can kill her graveyard dead I
          don't want you.

          

          

          

          

          37.

          DUKE
          I can.
          (off Hawk's look)
          I signed on to deliver those
          warheads, General, and despite your
          present authority, I want to finish
          the job.
          Hawk regards him for a moment.

          HAWK
          So tell me about her.

          DUKE
          Okay, I'll start right here: I hope
          that vault is tight, because she
          always gets what she wants...

          EXT. THE BARONESS' MANSION - PARIS - NIGHT

          A BLACK, BEEFED-UP SUV drives towards a magnificent mansion
          in the Parisian suburbs. Though the vehicle looks relatively
          harmless, we'll come to know it as a "SCARAB" attack truck.

          SUPER: PARIS, FRANCE

          INT. FOYER - THE BARONESS' MANSION - PARIS - NIGHT

          Ana enters the mansion. SERVANTS take her coat as her
          handsome, sophisticated and well dressed husband, BARON LEON
          DECOBRAY, glides up to her, very French. They kiss warmly.

          DECOBRAY
          Hello, darling.

          ANA
          How is work at the lab?

          DECOBRAY
          Steady progress.

          ANA
          So the Minister of Defense was
          pleased?

          DECOBRAY
          He was. You know I wish I could
          tell you more...

          ANA
          Of course.

          

          

          

          

          38.

          DECOBRAY
          You were gone a long time. How
          were the shops in Monte Carlo?

          ANA
          I didn't get what I was after.
          They head up the stairs.

          DECOBRAY
          I suppose I should be grateful.

          ANA
          Most husbands would be.

          DECOBRAY
          Most husbands don't have such
          mysterious wives, they know exactly
          where they are and what they do.

          ANA

          (TEASING)
          They think they know.

          INT. MASTER BEDROOM - THE BARONESS' CASTLE - NIGHT

          Ana throws open the double doors to her grand bedroom on a
          high floor with a view of the Eiffel Tower.

          ANA
          I never get over how beautiful...

          DECOBRAY
          (staring at Ana)
          Neither do I.
          She spots Storm Shadow standing in an ante room and quickly
          spins to face her husband. She pulls Decobray close and
          kisses him. Storm Shadow makes a move, but ana warns him off
          with her eyes, She finishes the kiss and looks at Decobray.

          ANA
          Let me change and freshen up and
          I'll meet you for dinner.

          DECOBRAY
          Of course.
          Decobray smiles at her and leaves. The smile falls from
          Ana's face as she spins around and heads for Storm Shadow.

          

          

          

          

          39.

          STORM SHADOW
          Mr. McCullen gave me explicit
          orders to sever the Baron's spine
          if he so much as touched you.

          ANA
          He's my husband, of course he
          touches me. Tell McCullen to grow
          up. Besides, the Baron says his
          work in the lab goes much better
          after we've... touched. And that's
          the important thing.

          STORM SHADOW
          I'll be accompanying you to
          retrieve the warheads this time.
          Along with some of the men the
          Doctor's been working on.

          ANA
          (with distaste)
          The Doctor.

          STORM SHADOW
          We go at dawn.
          Storm Shadow turns and heads out through the doors. Ana
          Stands alone in her room now, she heads over to her dresser
          and opens a hidden drawer. Inside is a SMALL BOX. She opens
          it carefully and gazes at an ENGAGEMENT RING inside.
          Something sad and lonely in her eyes... And WE FLASHBACK TO:

          INT. MILITARY CLUB - WASHINGTON D.C. - NIGHT

          A crowded military club. OFFICERS and ENLISTED dancing to an
          orchestra. And there's Ana, the most beautiful woman in the
          room. Wearing a black dress. Slightly younger and with none
          of the cold viciousness she displayed earlier. She's dancing
          with Duke who's wearing his officer's DRESS UNIFORM, replete
          with bars and medals. She laughs as Duke whispers something
          in her ear. She's in love. And so is he.
          Ripcord is in a booth, downing shots with four ENLISTED
          WOMEN. He has his arms around two of them and looks loaded.

          RIPCORD
          My hot tub only holds four.

          (COUNTS)
          No, five.

          

          

          

          

          40.

          EXT. VERANDAH - OFFICER'S CLUB - FLASHBACK - NIGHT

          Duke leads Ana outside onto a quiet verandah, the lights of
          Washington shimmering beyond them. He suddenly kneels down
          in front of her, an ENGAGEMENT RING in a box in his hand.
          Ana gasps with shock and joy, tears welling in her eyes.

          DUKE
          I've been wanting to do this before
          we deploy.

          ANA
          Duke...it's beautiful. It's too
          nice you lunatic.

          DUKE
          Only time I'm buying one of these,
          so why not?
          They stare a each other, a touching beat. Then Duke screws
          up his face, worried?

          DUKE (CONT'D)
          Well, what do you say?
          She's too emotional to speak. And then they hear:

          REX (O.S.)
          Say yes, you idiot...!
          Lieutenant REX LEWIS saunters up, MEDICAL INSIGNIA on his
          collar. The look on his face tells us he's happy for them.

          REX (CONT'D)
          .Before I tell my new brother-in-
          law what it's like to share a
          bathroom with you.

          DUKE
          Thanks for killing the mood, Rex.

          REX
          I was coming to offer you a ride
          back to post.

          ANA
          Time already?

          DUKE
          We go at oh-five hundred.

          

          

          

          

          41.

          ANA
          Is it WMDs? It is, right? That's
          why you're pulling Rex out of the

          LAB--

          DUKE
          Ana, we can't--

          ANA
          Yeah, yeah. Classified. Top
          Secret. Have to kill me if you
          told me, blah, blah, blah.

          DUKE
          Speaking of classified information,
          you still haven't answered.

          ANA
          Yes. Of course it's yes. On one

          CONDITION--
          She grabs REX and pulls him down on his knees next to Duke.

          ANA (CONT'D)
          Promise me that you won't let my
          genius egghead brother get hurt.
          (looks at Rex)
          He's the only family I've got left.
          (back to Duke)
          Promise me.

          DUKE
          I promise.
          She smiles and holds out her hand. He threads the ring onto
          her trembling finger. Rex smiles, but in his eyes is a glint
          of instability. Ripcord comes CRASHING OUT through shuttered
          doors and sprawls out next to them, arms and legs akimbo.

          DUKE (CONT'D)
          Jesus, Rip.
          Ripcord rolls over and yells back through the doors:

          RIPCORD
          How was I supposed know she was
          married!?
          (then, notices the ring)
          Nice rock! Hey, are you proposing?

          DUKE
          I'm done proposing.

          

          

          

          

          42.

          ANA
          I already said yes.

          RIPCORD
          Not official until you answer my
          question. Do you love my boy?

          ANA
          Always and forever.
          Ripcord flips open his CELL PHONE and takes the photo of Ana
          that Duke carries with him.

          RIPCORD
          Now I've gotta find someone to love
          me, as many times as possible for
          the next three hours.
          WE PUSH IN ON THE PHOTO, then SMASH CUT BACK TO THE PRESENT.

          INT. THE PIT - URBAN ENVIRONMENT - DAY

          On Duke, watching Heavy Duty pulling out an ACCELERATOR SUIT.

          HEAVY DUTY
          If you want to join us, you'll need
          to be mission ready, Joe style.
          This is the Mark One Accelerator
          Suit.

          RIPCORD
          What's it accelerate?

          HEAVY DUTY
          You. It'll make you run faster,
          jump higher, and hit harder than
          any of your enemies.
          A TITANIUM BOOT slides over a shoe. COBALT MACHINE PARTS
          snap into place with a HISS over Duke and Rip's arms and
          legs.

          HEAVY DUTY (CONT'D)
          Head-to-toe turbo-hydraulics and
          highly-pressurized pneumatics.
          They both slap on aerodynamic, flying-wing HELMETS. Inside,
          the CYBERNETIC POWER-UP with an ear piercing whine. LASER
          ENHANCED LED readouts scramble and fritz across their HUDs.

          

          

          

          

          43.

          HEAVY DUTY (CONT'D)
          An advanced cybernetics heads-up
          display, feeding into your helmet.
          Duke checks out two gas-propelled GRAPPLING SPEARS and six
          WRIST ROCKETS around his right forearm.

          HEAVY DUTY (CONT'D)
          Two gas propelled grappling spears
          and six ten millimeter, hi-
          explosive, heat seeking, fire-and-
          forget rockers.
          Rip spins the twin barrels of a caseless SUBMACHINE GUN on
          his left forearm. A Cheshire grin spreads across his face.

          HEAVY DUTY (CONT'D)
          And a nine millimeter, caseless
          submachine gun with six hundred
          rounds capable of firing all of
          them in thirty seconds.
          Duke and Ripcord are now buckled in, getting a feel for the
          FLEXIBLE, POLY-ALLOY SUITS. Ripcord glances at Heavy Duty.

          RIPCORD
          I just missed everything you said.
          (turns to Duke)
          How do I look? Pretty cool, huh?

          INT. TARGET RANGE - URBAN COMBAT LEVEL - DAY

          Duke and Ripcord run through and URBAN ENVIRONMENT OBSTACLE
          COURSE, 3D HOLO-PROJECTION TERRORISTS lunging out at them.
          The guys take them out one by one, never more than a split
          second after they appear. The HOLO-PROJECTIONS fritz and
          die. They reach the end of the and a BUZZER SOUNDS. At the
          back, arms crossed, impassively taking it all in, is Hawk.
          Scarlett approaches the guys with an ELECTRONIC CLIPBOARD.

          SCARLETT
          Sixty-three seconds. Not Bad. But
          not good enough. Gotta get under a
          minute to qualify.

          DUKE
          What's the record?

          SCARLETT
          Forty-five.

          

          

          

          

          44.

          RIPCORD
          Don't tell me, Snake-Eyes?

          SCARLETT
          No, me.
          Ripcord glances at Scarlett's CROSSBOW PISTOL.

          RIPCORD
          You can do this whole course with
          that thing in forty-five seconds?

          SCARLETT
          If you're going to shoot at
          something, kill it. Otherwise take
          up knitting.

          RIPCORD
          When I want something, I don't just
          shoot at it...
          (steps close to her)
          When I get a target in my sights, I
          take it down.
          His meaning is clear. She holds his gaze, slaps a magazine
          into her CROSSBOW PISTOL and hands it to him.

          SCARLETT
          Here. Go on. Try it.

          RIPCORD
          I wouldn't want to show you up.

          SCARLETT
          Oh, that's so thoughtful of you.

          RIPCORD
          What can I tell you? I guess I'm
          just a considerate, humble guy.
          You'll learn that about me.

          SCARLETT
          I'm the "target in your sights,"
          right? You've got ten rounds to
          "take me down".

          RIPCORD
          I don't want to hurt you.

          SCARLETT
          They're training arrows. The most
          I'll feel is a little jolt.

          

          

          

          

          45.
          Scarlett walks back and faces him. He glances aside at Duke
          who is loving this. Ripcord readies the pistol. Scarlett
          darts left. He shoots and misses. She darts right. He
          misses.

          DUKE
          C'mon, Rip.
          Ripcord tries harder, genuinely doing his best. But Scarlett
          us too fast. Ducking and weaving around Ripcord, as nimble
          as a cat. Five more shots miss her. And now Ripcord's
          feeling the pressure. He waits for her to move. Fires. She
          leaps up onto a corner wall and the bolt passes underneath.
          He fires again as she lands, ducks under it and rolls up to
          him. He fires his last bolt point blank. She catches it in
          her left hand by the stem as it leaves the chamber. Slamming
          her body up against his. Right hand behind his head, left
          hand holding the bolt. Their faces close. Lips closer.
          Ripcord's eyes on hers as he whispers:

          SCARLETT
          Guess you didn't really want me
          that bad, rip.
          She holds his eyes a moment longer, then lets him go. As she
          walks away, Scarlett casually tosses the ARROW, it hits the
          ground and EXPLODES. Ripcord and Duke jump back. Ripcord
          glances at the underside of the pistol's magazine. Three
          words: "CAUTION: LIVE BOLTS".
          Both men watch Scarlett saunter back to the beginning of the
          course, awestruck. Breaker walks by eating a burrito and
          watching his bio-rhythm display.

          BREAKER
          Aw, Ripcord's heart just skipped a
          beat. Isn't that sweet?

          EXT. THE PIT - DESER - DUSK

          The sun is sinking, turning the dunes a brilliant orange.

          INT. SECURITY ROOM - THE PIT - NIGHT

          Security works a console in the Security Room. Their
          infrared monitors show a HERDSMAN AND HIS CAMELS walking
          across the desert dunes. A Technician taps some keys and an
          X-RAY IMAGE shows the skeletal structures of the herdsman and
          his camels.

          

          

          

          

          46.

          EXT. THE PIT - DESERT - NIGHT

          The HERDSMAN walks across the desert with his CAMELS under a
          FULL MOON and a field of glittering stars. All of a sudden,
          MULTIPLE MOUNDS OF SAND whip past his feet, almost knocking
          him over. He stares at them as they abruptly disappear
          deeper under the sand, like diving submarines.

          INT. MOLE POD - UNDERGROUND - NIGHT

          Ana drives the lead MOLE POD, an oblong-shaped digging device
          that is just large enough for her to fit inside. She watches
          her HUD relay information about her angle of decent and her
          distance to the target. Thirty yards...twenty yards...ten...

          INT. SECURITY ROOM - NIGHT

          A light flashes on the console in the security room.

          SECURITY TECHNICIAN #1
          Sensors detecting seismic activity
          to the southwest. Probably just a
          tremor, but have a team check it.

          INT. TRAINING ROOM - NIGHT

          Ripcord and the other Joes watch as Duke and Snake-Eyes
          circle one another with special ELECTRIFIED PUGIL STICKS.
          Duke thrusts with a standard bayonet style move, Snake-Eyes
          side steps it, spins his pugil stick above his head and
          brings it down on Duke's head with a sword-like stroke. A
          CRACKLING SHOCK is delivered and Duke goes down. The Joes
          grimace, feeling Duke's pain. Snake-Eyes turns away, done
          with him. Duke pops back up again.

          DUKE
          Again.
          They go at each other, fast and furious, the electrified
          pugil sticks crackling and sparking. Duke spins and attempts
          a stroke similar to Snake-Eyes' earlier move. Snake-Eyes
          blocks it, drops, and sweeps Duke's feet, taking him down
          hard before finishing him with another SPARKING HIT. Again,
          the Joes react. Snake-Eyes turns away. Duke shakes it off
          and pops to his feet once more.

          DUKE (CONT'D)
          Again.

          

          

          

          

          47.
          Snake-Eyes nods, a little more respect in his eyes now. This
          time after the high blows are parried, Snake-Eyes tries the
          sweep. Duke jumps it, rolls, comes up behind Snake-Eyes and
          STRIKES. Snake-Eyes barely blocks it. They trade half a
          dozen blows, the electricity popping and crackling before
          Snake-Eyes tries a finishing blow. Duke stuffs it with his
          stick and tackles Snake-Eyes. They fall to the ground, both
          receiving JOLTS. They go eye-to-eye. It wasn't pretty, but
          Duke is getting effective. Snake-Eyes pops to his feet.
          This time he offers a hand to pull Duke up. Across the room,
          Hawk watches with approval.

          INT. THE PIT'S GENERATOR STATION - NIGHT

          The huge drill bit of Ana's mole machine bursts out of the
          reinforced clay wall, it opens and retracts, Ana rolls out
          and drops to the ground. Another huge drill bursts out, it
          retracts and opens and Storm Shadow drops to the ground.
          They look around. They're between the clay wall and the
          ELECTRIFIED POWER GRID FENCE of the Pit's generator station.

          ANA
          The foundation of this fence is a
          hundred feet deep. No going under.
          Ten Neo-Viper mole pods start to burst out the wall.
          And then there's a crashing sound as one of the wall girders
          bends, obviously a mole machine in the clay behind it hit it.
          Ana can hear the engine grind to a halt.

          ANA (CONT'D)
          If we don't get him out he'll
          suffocate.
          Storm Shadow gives her a look: Like I care?

          ANA (CONT'D)
          Just thought I'd mention it.

          STORM SHADOW
          All that matters is the mission.
          Ana pulls out a hi-tech SCANNING DEVICE which shoots out six
          STEEL BLUE BEAMS in a 360 DEGREE ARC, creating a DETAILED
          SCHEMATIC of the Pit, showing rooms and people moving about
          them. She points down a tunnel beyond the electrified fence.
          Storm Shadow gestures to one of the Neo-Vipers. The Man
          immediately walks over and grabs the fence, electricity JOLTS
          him violently, but the man ignores it and shakily starts
          climbing the fence. The skin on his hands and arms starts to
          burn and bubble.

          

          

          

          

          48.

          STORM SHADOW (CONT'D)
          Acceptable collateral damage.

          ANA
          (trying to out-tough him)
          Is there any other?
          Near the top the Man finally falls backward and drops down
          dead. Storm Shadow nods to the next Viper. Without
          hesitation the Man walks over and grabs the fence. He is
          immediately JOLTED, but keeps climbing, burning and bubbling.
          This guy makes it to the top, throws himself over, and
          crashes to the ground, then crawls over and pulls the OFF
          SWITCH, cutting the electricity before dropping dead himself.
          Ana, Storm Shadow and the others quickly scale the fence.

          INT. PIT BARRACKS - NIGHT

          An area where the Joe team chills. Duke and Ripcord enter,
          sore and worked over. They move to some couches. Heavy Duty
          grooves to the blasting Reggaeton classic "Salio El Sol".

          HEAVY DUTY
          You can learn a whole hell of a lot
          about a girl by the way she dances.
          Tell me I'm wrong Snake-Eyes.
          Snake-Eyes, sharpening his sword, barely looks up.

          HEAVY DUTY (CONT'D)
          See? He agrees.

          SCARLETT
          No, he doesn't. Do you?
          This time Snake-eyes looks up, his expression unreadable.

          SCARLETT (CONT'D)
          See, he knows you have to listen to
          get to know someone. Right, Rip?
          Rip is happily stowing his liquid armor gear, glances over.

          RIPCORD
          What? You say something?
          Breaker sits at a chessboard. Heavy D sits across from him.

          BREAKER
          Sorry, Scarlett, gotta go with
          Heavy D on this one.

          (MORE)

          

          

          

          

          49.

          BREAKER (CONT'D)
          Like my man says, get a girl on the
          floor, you don't just see how she
          moves, you get the smell of her.
          What biologists tell us is that the
          decision is made by he nose long
          before the rest of the body gets
          involved. It's a question of
          pheromones.

          SCARLETT
          You're going to teach me science?
          I read all about the positron
          emission tomography studies
          concerning sex pheromones when I
          was twelve. I'm just saying, it's
          not very romantic.
          Rip whispers to Duke, nodding towards Scarlett.

          RIPCORD
          Heavy told me she graduated college
          at twelve.
          No response from Duke, who is trying to get comfortable.

          RIPCORD (CONT'D)
          She's like a freaky genius. A
          deadly, freaky genius.

          DUKE
          You like her, I get it already.

          BREAKER
          (making a chess move)
          You can't learn this stuff in a
          book, Scarlett. You have to at
          least kiss a guy, before you're an
          expert on romance.
          The guys all laugh. Scarlett blushes, then raises her bow.

          SCARLETT
          Who am I shooting first?
          The laughter stops. Rip looks surprised.

          RIPCORD
          You haven't kissed anyone?
          Now Scarlett looks really furious. Rip instantly wishes he
          could take his words back. Duke just shakes his head.

          

          

          

          

          50.

          DUKE
          Really firing on all cylinders
          there, Rip.

          HEAVY DUTY
          All I know is, when the bass get's
          that booty shaking in the right
          way, I'm in the skin like a man
          named Flynn.
          Heavy Duty does a little freak dance. Scarlett makes a show
          of disgust. Ripcord watches Scarlett, then makes a decision.

          RIPCORD
          Hell with it.
          He strides across the room toward Scarlett. Breaker notices.

          BREAKER
          (to no one in particular)
          Into the Valley of Death rode the

          600.
          Heavy Duty looks at him, confused. Breaker nods to Ripcord,
          stopping near Scarlett's chair. Ripcord sees Snake-Eyes
          taking in his every move. Scarlett now has her nose in a
          book. Ripcord CLEARS HIS THROAT but she doesn't look up. He
          peers closer and WE SEE THE COVER, on which, though in
          English, is a damn near INDECIPHERABLE SCIENTIFIC TITLE.

          RIPCORD
          Beach reading, huh?
          She groans and lowers the book only slightly.

          RIPCORD (CONT'D)
          Hi, I guess we kinda got off on the
          wrong foot...
          Without changing expression she goes back to her book.

          RIPCORD (CONT'D)
          Okay look, I'm attracted to you.
          And you, you're attracted to me.
          And him--
          (nods towards Snake-Eyes)
          The Zen Master, he creeps me out,
          but what I'm saying is--

          SCARLETT
          "We're attracted to one another."

          

          

          

          

          51.

          RIPCORD
          Thank you.

          SCARLETT
          That's what you're saying, not what
          I'm saying.

          RIPCORD
          Okay, what are you saying?

          SCARLETT
          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.

          RIPCORD
          Okay, I'll get back to you on that.
          And he walks away scratching his head. Hawk steps in.
          Everyone comes to attention.

          HAWK
          Duke, You scored in the top half-
          percent of all people we've ever
          tested. Rip, well, if we average
          your scores with Duke's, you pass
          too. Welcome aboard,
          provisionally. But we still need
          to see if you pass muster in the
          field.
          Hawk gives them a nod. Duke and rip nod back with pride.

          HEAVY DUTY
          YO JOE! Welcome aboard, boyz!

          INT. HALLWAY - NIGHT

          Ana, Storm Shadow and the Neo-Vipers creep down the hallway.
          Two GI JOE GUARDS come around a corner, before they can even
          react, Storm Shadow practically cuts them in two with his
          Katana sword. Ana Directs them down another hallway.

          INT. HAWK'S STATEROOM - NIGHT

          A DOOR reads, "General Hawk". Cover Girl walks up and
          knocks. As she waits, we see a SHADOW moving behind her.
          Hawk opens the door. She hands him her POWERBOOK and a

          STYLUS.

          

          

          

          

          52.

          COVER GIRL
          Sorry to disturb you, general.

          HAWK
          That's all right, Cover Girl. What
          am I signing now?
          Cover Girl GASPS, a KATANA BLADE piercing out through her
          chest. She drops lifelessly, revealing Storm Shadow behind
          her. Hawk grabs a PISTOL, but Storm Shadow flashes his two
          swords. One slices the barrel of the pistol clean off, the
          other buries itself in Hawk's gut. Hawk collapses. Ana
          steps forward and rips the General's SECURITY BADGE off his
          jacket. Hawk's eyes follow them as they leave. He glances
          at a RED BUTTON under his desk and struggles to reach it,
          giving everything he's got, until he finally hits the button.

          INT. BARRACKS - NIGHT

          A KLAXON BLARES. Duke, Ripcord and all the Joes leap up.

          DUKE
          The warheads.
          They all rush out of the doors. Breaker stops to change a
          chess piece on the board before racing out.

          INT. MAIN VAULT - NIGHT

          Ana swipes Hawk's SECURITY BADGE across the lock of the VAULT
          DOOR. It opens.
          The weapons case sits on a table. She opens the case to
          check that the four warheads are inside, they shine on her
          glasses.

          INT. MAIN VAULT - MOMENTS LATER

          Duke and Ripcord reach the main vault, armed only with their
          pistols. They find the INNER VAULT DOOR ajar. They
          approach, pushing back the door to discover that the place is
          empty and the weapons case is gone.

          DUKE
          They can't be far.

          

          

          

          

          53.

          INT. URBAN AREA - NIGHT

          Some of the Neo-Vipers now reach the MOLE PODS and begin
          prepping them for escape. BOOM! A GRENADE slams into them,
          killing them and destroying the pods. It's Heavy Duty with
          his "MPL". Ana enters the room and quick-draws her PULSE
          PISTOL and blasts away. Heavy Duty dives behind cover, which
          is blown away, knocking him out cold.
          Storm Shadow examines the ruined MOLE PODS, glancing around,
          his eyes falling on a pair of "ARCLIGHT" JET PACKS mounted on
          a wall rack nearby. Storm Shadow strides to the nearest one
          and puts it on. Ana heads after him, still carrying the
          case. Suddenly, Duke and Ripcord rush up behind them, guns
          raised.

          DUKE
          Put the case down, Ana,
          Rip trains his gun on Storm Shadow.

          RIPCORD
          And you get out of that...thing.
          Stalemate. Storm Shadow doesn't move. Ana turns and looks
          at Duke. Sets the case down, her voice is gentle.

          ANA
          Fine. Done.
          Then she takes a step toward Duke.

          DUKE
          Stop, Ana. Stop right there.
          But she doesn't. She just keeps slowly moving toward him.

          ANA
          You can't shoot me, can you?

          DUKE
          I will if I have to.

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

          DUKE
          Don't force this, Ana.

          

          

          

          

          54.

          ANA
          What could have been, right, Duke?
          You beside your best man. Me
          walking down the aisle.

          RIPCORD
          Don't listen to her, Duke.
          (a thought)
          Was I really going to be your best
          man?

          DUKE
          (cocking the pistol)
          Don't make me do this god-damnit!

          ANA
          "Don't make me do this?" A
          recurring theme in your life, right
          Duke?
          She takes another step. Duke levels his pistol right at her
          forehead. Storm Shadow flinches. Duke gives him a glance.

          DUKE
          Move and I'll blow her away.
          (to Ripcord)
          Get the briefcase.
          Ana takes another step forward, daring Duke to pull the
          trigger. Ripcord, gun drawn and fixed on Storm Shadow, moves
          slowly forward to retrieve the briefcase. Ana is now an inch
          from the extended barrel. Ana and Duke are close enough to
          feel each other's breath. Their eyes lock.

          ANA
          Do it, Duke. .You already killed
          me once.
          And in Duke's eyes we see him falter, just a bit. Ripcord
          passes Ana, and wit hone lightning quick hand she slaps at
          Duke's pistol. AN ERRANT SHOT GOES OFF. Storm Shadow lunges
          at ripcord, SLICING his pistol in half with one sword and
          about to kill him with the other.
          When suddenly, Snake-Eyes lunges INTO FRAME. CLANG! Snake-
          Eyes' KATANA BLADE saves Ripcord's life by a half inch.
          The rest of the Neo-Vipers arrive and immediately open fire,
          pinning both Duke and Ripcord down. All hell breaks loose.
          Snake-Eyes and Storm Shadow lunge at one another, swords
          flashing at impossible speeds, then they lock swords. Face-
          to-face, staring hard into each other's eyes.

          

          

          

          

          55.
          Snake-Eyes glances at Storm Shadow's right forearm, spotting
          the same RED MARKINGS of his ninja clan underneath his suit
          sleeve. This shocks the hell out of Snake-Eyes. Storm
          Shadow smiles.

          STORM SHADOW

          (CYNICAL)
          Hello brother.
          Snake-Eyes looks shocked. Storm Shadow uses the moment to
          elbow him in the face, knocking him hard to the ground. Ana
          grabs the weapons case as Scarlett rushes in, aiming her

          CROSSBOW PISTOL.

          SCARLETT
          I believe you've got my luggage.
          Ana stares at Scarlett, then quick-draws a PULSE PISTOL. Her
          shot tears the CROSSBOW PISTOL out of Scarlett's hands.
          Ana's got her dead-to-rights until Scarlett triggers her CAMO-
          SUIT, melting into nothing right in front of Ana.
          Ana doesn't spot the RIPPLES OF AIR around her until she's
          stuck hard. The case goes flying. Another SMACK and her
          pistol is knocked free. Ana grabs a second pistol, but
          that's just as quickly twisted out of her grasp and dropped.
          Ana fights the invisible Scarlett as best she can, but
          Scarlett lands several unseen blows on her.
          Ripcord and Duke take out a pair of Neo-Vipers. Storm Shadow
          climbs back into the Arclight. Looking at ana as she falls
          near a vehicle on the blocks. Ana grabs an OIL PAN and
          flings the oil, which sprays over everything, including
          Scarlett, making her visible. Ana leaps on Scarlett, knocks
          her to the ground and angrily begins to choke the life out of
          her.
          Storm Shadow ignites the Arclight which jumps into the air,
          powered by an arc of blue light shooting out of its engine
          pack. He quickly swoops towards the two women and grabs ana
          by her arm, pulling her along. Ana grabs the weapons case
          and they soar up out of the motor pool and over the landing
          pad. The battle raging below them.
          Ripcord and Duke fire after them, but they vanish up into the
          next level. Heavy Duty, now back in action, takes out the
          last of the Neo-Vipers. Snake-Eyes checks on Scarlett who's
          nursing her neck.

          INT. ENTRANCE - NIGHT

          Ana climbs to Storm Shadow as the rocket up to the SECURITY
          ROOM WINDOW and BLAST it out of their way. SHATTER CITY.

          

          

          

          

          56.

          INT. SECURITY ROOM - THE PIT - NIGHT

          They fly into the security room and quickly dispatch the few
          technicians still alive. Ana his the large switch on the
          console and the huge door begins to spiral open. She jumps
          back into Storm Shadow's arms and they blast back out--

          EXT. ENTRANCE - THE PIT - NIGHT

          --and fly up through the hole where their Typhoon gunship
          rockets up. They fly in through a door as four Joe ANTI-
          AIRCRAFT TURRETS spring out of the sand, firing away at the
          Typhoon as it speeds away into the dark desert night...

          EXT. WASHINGTON D.C. - DAWN

          Dawn light shimmers across the reflecting pool, the Lincoln
          Memorial, the Washington Monument.

          SUPER: WASHINGTON D.C.

          INT. WHITE HOUSE CORRIDOR - DAWN

          The AMERICAN PRESIDENT quickly but quietly closes the door to
          his bedroom, throwing on a robe, he charges down a corridor,
          trailed by his STAFF and BODYGUARDS. One of the staffers
          hands the President a report which he skims through.

          PRESIDENT
          How many warheads?

          STAFFER #1
          Four, Mr. President.

          PRESIDENT
          Any threats? Any demands?

          STAFFER #1
          None so far, sir.

          STAFFER #2
          We take this to mean the terrorists
          are unfocused, no clear goals.
          The President stops, glancing gravely back at his staff.

          PRESIDENT
          No, .it means they're going to
          use them.

          

          

          

          

          57.

           INT. MCCULLEN'S


           OFFICE- DESTRO

           HEADQUARTERS

           - DAY
          opening. Ana McCullen gazes a the IRON MASK we
           and Storm Sh saw his ance
           adow watc in the
           h onndual HOLOstor

           PROJECTORS.
           This belonged jo E
           mine. He was c t an old ancestor o f
           to both sides. aught sellin g arms
           They forced
           wear it the rest to
           his life .

          ANA
          Why do you keep at it?
          So that I MCCULLENne
          ver forget the most important rul
          e in dealing arms.
          Never sell to STORM SHADOWboth sides?

          MCCULLEN
          Never get caught.
          McCullen carefully puts
           the mask back in its ca se.

           CONT'D)
          Take the warheads N ( to
          them wea Paris. Have
          ized. Then
          to test pon one. I want you
          Test one?ANA

           MCCULLEN
          I don't wan t you
          until leaving Paris
          that they've you;re sure that the
           work,
           been properly y
          weaponized.

          (SMILES)
          We'll let CNN show everyone how w
          ell they perform.
          (loses the smile)
          I want them to fear me.
          It will be STORM SHADOWdone.

          MCCULLEN
          I have a target
          french will never in mind, one the
          forget.

          (MORE)

          

          

          

          

          58.

          MCCULLEN (CONT'D)
          As I have never forgotten what the
          French did to Clan McCullen.

          INT. OPERATING CHAMBER - DAY

          In the shadowy operating chamber, the Doctor approaches
          Zartan who sits on a gurney, scanning his PDA. Dozens of
          SMART ROBOTS warm up as the Doctor flicks on switches.

          THE DOCTOR
          Are you ready, Mr. Zartan?

          ZARTAN
          This is going to be the achievement
          of a lifetime.

          THE DOCTOR
          For you and me both.

          ZARTAN
          Eighteen months of studying the
          subject, learning the mannerisms,
          adopting his eating habits, losing
          sixty percent of my muscle mas...

          THE DOCTOR
          Your commitment has been inspiring.
          McCullen enters.

          MCCULLEN
          Gentlemen. About to get under way?
          Zartan raises his PDA.

          ZARTAN
          Once the ledgers are all square.

          MCCULLEN
          Check your account.
          Zartan checks the PDA. McCullen shakes his head.

          MCCULLEN (CONT'D)
          It's always about the money.

          ZARTAN
          It's a useful tool. You should
          understand that. Ah! The transfer
          just hit my account.
          Zartan puts the PDA aside, leans back on the gurney and

          CRACKS HIS KNUCKLES.

          

          

          

          

          59.

          ZARTAN (CONT'D)
          Let's do this.
          The Doctor straps Zartan down, then starts the SMART ROBOTS
          which converge on Zartan, injecting his body with dozens of
          long needles. He remains conscious, not feeling any pain.
          WE ZOOM into a LARGE NEEDLE which OPENS an INCISION behind
          his right ear. The needle feeds thousands of tiny NANO-MITES
          into Zartan's head. Zartan's eyes bulge, he starts to SCREAM
          and fight his restraints as the nano-mites begin to reshape
          his appearance, reforming facial bones and changing the
          texture and elasticity of his skin and even changing the
          color of his eyes. The Doctor grins proudly. McCullen looks
          disturbed.

          INT. URBAN AREA - THE PIT - DAY

          Joes are busy cleaning up the mess. Snake-Eyes sits by
          himself, hasn't moved in several hours. A thousand yard
          stare in his eyes. AND WE FLASHBACK TO:

          EXT. A DRIZZLING SAIGON ALLEY - NIGHT

          A TEN YEAR OLD FRENCH ORPHAN BOY, cold from the rain and
          desperately hungry, scavenges for food in a garbage can, he
          looks up and notices a warm light coming from the other side
          of a wall and gate MARKED WITH RED CLAN MARKINGS.
          INSIDE THE TEMPLE: Young Snake Eyes sneaks in through the
          Kitchen window and goes to a rice pot on the counter. As he
          takes a first bite, another young boy enters, we see the RED
          CLAN MARKINGS on his forearm, it's a young Storm Shadow,
          healthy, wealthy, and well fed.

          YOUNG STORM SHADOW
          Thief !
          He picks up the KITCHEN KNIFE and tries to cut Young Snake-
          Eyes, who blocks the strike with the rice pot. They fight
          fiercely for two little kids, using all sorts of utensils and
          furniture. Snake-Eyes has desperate street skills, but Storm
          Shadow's classic training gives him the edge. He finally
          traps Snake-Eyes under his foot, a triumphant look on his
          face. He starts to choke Snake-Eyes with his foot ...

          HARD MASTER (O.S.)
          (Japanese, subtitled)
          Enough! Storm Shadow!
          A Ninja Master steps forward. Storm Shadow turns to him.

          

          

          

          

          60.

          YOUNG STORM SHADOW
          (Japanese, subtitled)
          Father, he was stealing. We need to
          call the magistrate.

          HARD MASTER
          (Japanese, subtitled)
          He is hungry. We need to invite him
          in and show him the way.

          STORM SHADOW
          He's a cur! A Frenchie!

          HARD MASTER
          He doesn't fight like one.
          The two young warriors glare at one another.

          HARD MASTER (CONT'D)
          (Japanese, subtitled)
          Now what shall be your clan name?
          Snake-Eyes glares up at Storm Shadow, narrowing his eyes
          furiously. Hard Master just smiles, AHl
          AND WE FLASH BACK TO: Snake-Eyes in the motor pool, he stands
          up and walk off...

          INT. BARRACKS - NIGHT

          Battered and bruised, Scarlett hurriedly enters the barracks.
          Checks around to see that she's alone. Then she heads for a
          mirror over one of the sinks, peeling back her collar to
          check the CHOKE MARKS on her neck. Her hands are trembling.
          She turns on the water and cleans her face with a WASH CLOTH.
          Ripcord enters the barracks behind. Like Scarlett, he looks
          around to see if he's alone. He catches Scarlett looking at
          him in the mirror, as if he's unwanted. Then he notices the
          choke marks. He is genuinely concerned.

          RIPCORD
          Jesus, you okay?

          SCARLETT
          I'm fine.

          RIPCORD
          You're not fine, let me look at
          that.

          

          

          

          

          61.

          SCARLETT
          I looked at it, it's fine.

          RIPCORD
          Take it easy, just trying to help.

          SCARLETT
          I know what you're trying to do.

          RIPCORD
          And what is that exactly?

          SCARLETT
          I don't have time for this.

          RIPCORD
          You know, not every guy you meet is
          an asshole. You do know that, don't
          you?
          Scarlett stops and returns to the sink, he ignores her,
          cleaning the blood off his face. She softens.

          SCARLETT
          It's not you, I... I didn't really
          want anyone to... see me in here.

          RIPCORD
          Why not?

          SCARLETT
          I don't know. All the people we
          lost last night. General Hawk... My
          neck is not that important.

          RIPCORD
          You almost died. You're allowed to
          be concerned.

          SCARLETT
          First fight I've lost since I was a
          kid. My father would be... he was
          my instructor.

          RIPCORD
          Think he's be disappointed.

          SCARLETT
          He taught me to win.

          RIPCORD
          I don't know how you teach anybody
          to win at everything every time.

          (MORE)

          

          

          

          

          62.

          RIPCORD (CONT'D)
          But I do know you can teach someone
          to get up when they get knocked
          down.
          Ripcord turn her gently in the mirror.

          RIPCORD (CONT'D)
          Look at you. Still here. Maybe this
          is what he wanted you to learn.
          Scarlett stares at her reflection briefly.

          RIPCORD (CONT'D)
          But of course, that would be an
          emotional response, one that can't
          be explained or quantified.
          Ripcord turns and heads for the door. Scarlett watches him.

          SCARLETT
          We're not a couple. Snake-Eyes and
          me. We're... close, he's like a
          brother, but... we're not a couple.
          Ripcord looks back at her, nods, then walks on out.

          INT. MEDICAL RECOVERY WING - DAY

          Hawk is hooked up to a LIFE SUPPORT MACHINE. Duke sits
          nearby, his shoulder being bandaged by a Medical Officer. WE
          PUSH IN ON Duke's eyes, staring into oblivion, AND FLASHBACK

          CUT TO: HAWK'S FACE RIGHT AT CAMERA:

          HAWK
          Can you kill her?
          And then WE FLASHBACK TO: Ana strangling Scarlett, a smile on
          her face. Squeezing harder, harder. Pure evil.

          DOCTOR (V.0.)

          (PRELAP)
          That ought to hold you.

          INT. MEDICAL WING - DAY

          Duke "comes to" as the Doctor finishes and walks away. Duke
          takes a breath, looks to Hawk in his bed, then stands and
          walks over. He stares down at Hawk, then, a promise--

          DUKE
          Graveyard dead.

          

          

          

          

          63.

          INT. MEDICAL EXAMINATION ROOM - THE PIT - DAY

          Duke, Ripcord, Scarlett, Snake-Eyes, and Heavy Duty stare at
          some next-gen computerized ultra-sound PHOTOSTATS of a dead
          Neo-Viper. Snake-Eyes points in question to an area.

          SCARLETT
          Nano-mites. I wrote my thesis on
          the theory behind them at Oxford.
          They've been surgically implanted
          behind the ear, all programmed to
          accomplish different tasks.

          DUKE
          Like what?

          SCARLETT
          Theoretically, the possibilities
          are endless. Increase their speed,
          agility, resilience. You program,
          they perform. That's the genius of
          nanotechnology, it can do pretty
          much whatever you want it to.

          DUKE
          Mind control?

          SCARLETT
          I don't see why not.

          INT. CORRIDOR - THE PIT - DAY

          Duke and Ripcord move with the others through a corridor.

          DUKE
          Their weaponry, financing, intel,
          it has to be McCullen. Doing an
          inside job on his own warheads.

          SCARLETT
          You may be right. Maybe he needed
          NATO to pay for his R D.

          RIPCORD
          The weapons case!
          Everyone stops and looks at Ripcord like he's nuts.

          RIPCORD (CONT'D)
          Remember he had us open the case
          for him. Remember that?

          

          

          

          

          64.

          SCARLETT
          What about it?

          RIPCORD
          I'll bet that code he gave us like
          re-activated the tracking beacon or
          something.
          Looks pass among the group, it starts to make sense.

          DUKE
          And who says you're not a thinker.
          All of the sudden, Breaker rushes up to them, out of breath.

          BREAKER
          I think I found her...

          INT. CONTROL ROOM - THE PIT - DAY

          Breaker leads the group into the control room where a WEDDING
          PHOTO OF ANA AND DeCobray is up on screen. Duke stares at the
          photo, gazing at her face. Ripcord sees her and knows, too.

          DUKE
          Yeah, you found her all right.

          BREAKER
          Her name is Ana DeCobray now,
          Baroness if you're feeling formal.

          RIPCORD
          Wow, she traded up, huh?
          (off Duke's look)
          I mean... financially.

          DUKE
          Who is he?

          BREAKER
          Baron DeCobray. Big shot French
          scientist. Runs a lab in Paris.

          SCARLETT
          Lab?
          Breaker call up an image of DeCobray standing in front of a
          huge PARTICLE ACCELERATOR along with some other scientists.

          BREAKER
          Particle accelerator.

          

          

          

          

          65.

          SCARLETT
          They're gonna use him to weaponize
          the warheads.

          DUKE
          That's where she's going.

          HEAVY DUTY
          Who likes croissants?

          EXT. BLACK SKY - NIGHT

          And then a lighted aircraft in the distance approaches at
          Mach three. It's the Howler.

          INT. THE HOWLER - NIGHT

          The Joes are silent, eyes ahead. Scarlett shares a smile with
          Ripcord, next to her, Across from them Duke watches, almost
          smiles, then lays back his head and closes his eyes. AND WE

          FLASHBACK TO:

          EXT. JUNGLE VILLAGE - DAY

          CAMERA PANS AROUND a village choked by thick jungle as
          EXPLOSIONS erupt in SLO-MO and a BLACKHAWK circles, ROTORS
          beating hypnotically, giving the images a dreamlike quality.

          INT. BLACKHAWK HELICOPTER, DAWN - FLASHBACK

          Duke, Ripcord, Rex, and the rest of an insertion team, sit
          with their backs against the chopper walls.

          DUKE
          Per the briefing, we fast rope in,
          form up and assault the main lab...
          (a glance at Rex)
          Rex--uh, .the science officer,
          stays back with Fireteam Alpha
          until Bravo enters and secures the
          building. Alpha holds the perimeter
          while science officer secures the
          WMDs. Five minutes before
          extraction and the airstrike.
          The squad nods.
          Duke looks to Rex again. Rex is sweating, trying not to show
          it. Duke hands him a piece of gum.

          

          

          

          

          66.

          DUKE (CONT'D)
          Double Bubble?
          Rex takes it. Duke blows a bubble, smiles at Rex.

          DUKE (CONT'D)
          Always helps me. You good?

          REX
          (weak smile back)
          Yeah...
          They chew their gum.

          EXT. JUNGLE VILLAGE - FLASHBACK - DAY

          DOWN IN THE VILLAGE: Duke leads a frontal assault of the main
          building. They take fire from some GUARDS, but put them down.
          Other GUARDS flee. The way to the door is cleared. Duke gives
          hand signals along with his commands.

          DUKE
          Go, Bravo.
          Bravo, a TWO-MAN fire team hit the door of the building. They
          disappear inside.
          Rex, a kit bag over his shoulder and a .45 Colt ACP on his
          hip, waits in a crouch, Duke next to him puts a hand on his
          shoulder. Duke scans the treeline for any treats.
          One of Bravo Team appears in the doorway and signals "ALL
          CLEAR." Duke double taps Rex on the shoulder.

          DUKE (CONT'D)
          You're good to go, Rex. You don't
          find it in four minutes, get out of
          there, because that house won't be
          standing in five. I already called
          for the air strike.
          Rex nods. Duke gives him a smile. Rex takes off and runs low
          to the door, entering the house. Duke watches him go, then
          looks back to the jungle and hears the WHUMP of mortars. Duke
          takes one more look, Rex disappears safely inside, then the
          mortar rounds start to hit.
          The ground is torn apart, dirt flying in the air, as Duke,
          Rip and the rest of the squad takes cover.
          We catch glimpses of the enemy, lots of them, in the jungle,
          firing. Duke and Ripcord pop up and return fire.

          

          

          

          

          67.

          RIPCORD
          I've gotta level with ya!

          DUKE
          I hate it when you level with me.

          RIPCORD
          Gonna be a long five minutes.
          Duke just grits his teeth and keeps firing. Then, in the
          distance, RUMBLING coming from the sonic roar of JETS.

          RIPCORD (CONT'D)
          I love that sound...
          But then he looks to Duke, confusion on his face.

          DUKE
          No, no, no... It's too soon.
          ANGLE ON: The F-16s in formation streaking toward them across
          the sky. Duke looks back at the main building.

          DUKE (CONT'D)
          Rex.
          Duke runs for the building. Tracer fire and mortar explosions
          all around him. Then the whistle of a bunker buster. Duke
          dives and BOOM! The building is flattened by the bomb. Duke
          is tossed through the air like a rag doll. Lands hard, barely
          registers the pain, staggers up, bloody and ripped, stumbles
          toward the smoking. Flaming rubble that was the building.
          The Blackhawk comes sweeping low, ready for extraction, the
          tracer fire and explosions intensify. Black smoke washes over
          Duke. Ripcord finds him in the debris.

          RIPCORD
          Blackhawk's waiting. Come on, we've
          got wounded! And incoming enemy!
          Lots of 'em!

          DUKE
          I can't.

          RIPCORD
          Nothing you can do. Come on...!
          Gunfire bursts around them as Ripcord pulls Duke away from
          the ruins of the house.

          

          

          

          

          68.

          INT. BLACKHAWK HELICOPTER - FLASHBACK

          TIGHT ON Duke's haunted, soot-streaked face as his eyes take
          on a thousand-yard stare. AND WE CUT BACK TO THE PRESENT:

          INT. HOWLER - NIGHT

          Duke is wide awake, his eyes have on a thousand-yard stare...

          EXT. PARIS - FRANCE - DAY

          Paris by day, the Eiffel Tower in all her glory.

          EXT. GUARD SHED - LABORATORY - DAY

          Ana's SCARAB ATTACK TRUCK pulls up to a GUARD SHED outside a
          large building which is surrounded by an ELECTRIFIED FENCE. A
          SECURITY GUARD steps out of the shed and taps on the driver's
          window. The Neo-Viper behind the wheel lowers the BACKSEAT
          WINDOW, revealing Ana and Storm Shadow in the back. The guard
          smiles at Ana. They speak in French, subtitled.

          SECURITY GUARD
          Good Morning. Baroness.

          ANA
          Good morning. Gene. My husband's
          expecting me.

          SECURITY GUARD
          Absolument.
          The Security Guard opens the ELECTRONIC GATE and the Scarab
          drives up to the building.

          INT. FOYER - LABORATORY - DAY

          Two SECURITY GUARDS look up from their desks as Ana and Storm
          Shadow stride through the DOORS with two Neo-Vipers. Storm
          Shadow throws something. Both guards fall dead. THROWING
          STARS in their heads. The Neo-Vipers steal behind the desk,
          throw a switch, open a LOCKED DOOR for Ana and Storm Shadow.

          INT. PARTICLE ACCELERATOR CHAMBER - LABORATORY - DAY

          Ana and Storm Shadow enter a colossal chamber which is all
          but consumed by the PARTICLE ACCELERATOR.

          

          

          

          

          69.
          LAB TECHNICIANS swarm all over it, taking readings and making
          adjustments, under the eyes of DeCobray who sits at a control
          station surrounded by monitors. Ana gives the weapons case to
          Storm Shadow who hangs back as she walks up to her husband.

          DECOBRAY
          Ana...?

          ANA
          I need you to do something for me
          and I don't have much time.

          DECOBRAY
          (sees Storm Shadow)
          Who is this?
          She beckons Storm Shadow who sets the weapons case down on
          DeCobray's desk, opening it up to reveal the four NANOTECH
          WARHEADS and their launchers. DeCobray stares, bewildered.

          DECOBRAY (CONT'D)
          I don't understand... what are these
          things? What's going on?

          ANA
          They're warheads, dear. And I need
          you to weaponize them for me...
          (looking around)
          .or we'll kill everyone in here.
          DeCobray stares at her, shocked. He looks at Storm Shadow who
          removes a GLOCK PISTOL from his belt and shoots a TECHNICIAN.
          Chaos erupts. DeCobray shouts to the room, calming the others
          somewhat. He stares at Ana and Storm Shadow, terrified.

          DECOBRAY
          This is a civilian laboratory. We
          don't have the correct programming
          protocols for weaponizing...

          ANA
          The protocols are in the case.
          (he hesitates)
          I told you, I don't have much time.
          DeCobray reluctantly takes the weapons case.

          EXT. BRAWLER - CITY STREETS - DAY

          A BRAWLER charges through the streets. On the outside it
          looks like your Uncle's R.V, but inside it's all next-gen.

          

          

          

          

          70.

          INT. BRAWLER - LABORATORY - DAY

          Heavy Duty drives the Brawler while Breaker mans a hi-tech
          terminal next to him. In the back, Snake-Eyes loads his guns
          while Scarlett, Duke, and Ripcord put on ACCELERATOR SUITS.

          SCARLETT
          Heavy D and Breaker will stay in
          the Brawler, watch our back. The
          rest of us will break into the lab
          with the accelerator suits. Once
          the warheads are weaponized,
          they'll be extremely volatile. We
          can't afford to let any of them go
          off inside the city.
          Ripcord looks at Snake-Eyes.

          RIPCORD
          What about you? Don't you get a
          suit?
          Snake-Eyes just looks at him, "Are you kidding me?"

          SCARLETT
          He doesn't need one.

          INT. PARTICLE ACCELERATOR CHAMBER - LABORATORY - DAY

          A TREMENDOUS WHINE echoes through the chamber as the particle
          accelerator come to life, HUMMING evenly. Storm Shadow backs
          up a little. Ana glances at him. He shrugs, what? Technicians
          quickly finish up and back away from the accelerator.

          DECOBRAY
          Firing.
          DeCobray hits a switch. The PARTICLE ACCELERATOR charges and
          begins hurling atoms through miles and miles of underground
          tunnels. Inside the accelerator, the four warheads begin to
          spin in a GLASS VACUUM CHAMBER -- then, as the power grows,
          they begin to rise, each one hovering as they spin.
          Ana and Storm Shadow watch with mild curiosity as the noise
          inside the chamber builds. The atoms catapulting faster and
          faster through the tunnels, bombarding the warheads again and
          again. Until finally, a LOUD BOOM rings out. And the warheads
          slowly sink back down and stop spinning.
          DeCobray keys another button and the GLASS VACUUM CHAMBER
          emerges from the accelerator.

          

          

          

          

          71.
          Technicians open the chamber and very carefully remove the
          warheads, returning them to their case. Storm Shadow locks
          the case and picks it up.

          DECOBRAY (CONT'D)
          Careful... they're alive.

          ANA
          Thank you, Leon.

          DECOBRAY
          I think I have never seen the face
          of evil until I looked at you now.
          Ana looks at him and falters, something in his words piercing
          her hard veneer. She feels Storm Shadow watching her and
          with a flick of her eyes, the walls go up again. She drop a
          SEALED ENVELOPE on DeCobray's desk and heads for the door.

          ANA
          Adieu.
          DeCobray watches her go, then opens the envelope. We see the
          LARGE HEADER printed on the first page: "ACCORD DE DIVORCE".

          INT./EXT. BRAWLER - LABORATORY - DAY

          The Brawler races up towards the lab, they see it out their
          forward windows.

          HEAVY DUTY
          There it is.

          INT./EXT. SCARAB - DAY

          Ana and Storm Shadow emerge from the lab and climb into the
          back of the Scarab as the two Neo-Vipers climb in the front.

          INT. FOYER - DAY

          DeCobray stumbles out to the foyer, finds the two Security
          Guards dead, and quickly picks up a phone.

          EXT. GUARD SHED - DAY

          The Security Guard in the guard shed puts down his phone and
          glances at the oncoming Scarab just as a Neo-Viper leans out
          with his PULSE RIFLE and blasts the whole shed to pieces.
          The Scarab crashes right out the gate.

          

          

          

          

          72.

          INT./EXT. BRAWLER/SCARAB - DAY

          At the same time, the Brawler reaches the laboratory and
          there's a split second where both sides see each other in
          their windows. Duke and Ana lock eyes. Snake-Eyes and Storm
          Shadow do the same.

          BREAKER
          That's them!
          Snake-Eyes is already moving, lunging out a SIDE DOOR onto
          the street as the Brawler still moves, running right at the
          Scarab which turns to get away. Scarlett immediately follows
          him out, landing in a roll with her accelerator suit.
          Ana leans out of her window and fires her PULSE PISTOLS at
          the Brawler, keeping Duke and Rip inside. Then she fires at
          Snake-Eyes and Scarlett. Snake-Eyes dives, but the blasts
          nail Scarlett. She crashes hard. Snake-Eyes glances at her.

          SCARLETT
          Keep going!
          With that, he leaps after the Scarab, just grabbing the back
          of the vehicle as it tears away. The Brawler stops right
          next to Scarlett, out of breath, her accelerator suit

          FRITZING.

          SCARLETT (CONT'D)
          (to Duke and Ripcord)
          Don't worry about me, go and help
          Snake-Eyes!
          Duke doesn't need to be told twice. He leaps out and runs
          after the Scarab. Rips starts to follow, Breaker grabs him.

          BREAKER
          Careful. They're worth millions of
          dollars... each.

          RIPCORD
          Millions of dollars, got it.
          He promptly trips and crashes to the pavement. Picks himself
          up. Gets hit by a car. Picks himself up again.

          RIPCORD (CONT'D)
          (to Driver)
          Sorry! Excusem moil
          (to a stunned Breaker)
          Won't happen again.

          

          

          

          

          73.
          Then Rip hauls-ass after Duke.

          INT./EXT. SCARAB - CITY STREETS - DAY

          An ACCORDIAN BUS passes casually through an intersection.
          All of a sudden, the Scarab bursts through it, ripping it in
          two and barrelling on down the busy street. Snake-Eyes is
          still barely clinging to the back.

          INT./EXT. BRAWLER - CITY STREETS - DAY

          Breaker watches the two halves of the bus whirl around on his
          SATELLITE VIEW as Heavy Duty drives through the city streets.

          BREAKER
          Christ, they just shot right
          through a bus!

          EXT. ACCELERATOR SUITS - CITY STREETS - DAY

           Duke and Rip charge after the Scarab. Their speedometers
          reading 15mph...then 30mph...then 40mph. they leap over and
          around speeding cars and trucks.

          INT./EXT. SCARAB - CITY STREETS - DAY

          The Scarab smashes through any vehicle in its path, leaving a
          trail of destruction for Duke and Ripcord to leap over or
          dart around in their suits. Ana and Storm Shadow hear Snake-
          Eyes on the roof and drop their windows and lean out and
          shoot at him. But Snake-Eyes quickly clambers down the side
          of the vehicle, escaping their shots by disappearing beneath
          the undercarriage.
          And that's when Ana sees Duke and Rip following. She sits
          back down inside and keys a button on a console.
          SIDE PANELS slide open on the outside of the Scarab to reveal
          two MISSILES, one on each side. They fire.
          The MISSILES streak back towards Duke and Ripcord. No time
          to get out of the way, they dive and roll in various
          directions, extreme kinetic energy hurling them forward. The
          two missiles whip between them and detonate, one on a PARKING
          OFFICER'S CAR and the other on a BILLBOARD. The EXPLOSION
          from the car knocks them down. The Scarab tears away around
          a corner.

          

          

          

          

          74.

          INT./EXT. BRAWLER - CITY STREETS - DAY

          They see Snake-Eyes on their monitors in the Brawler.

          BREAKER
          They're turning the corner. Go
          through that building at 6 o'clock!

          EXT. ACCELERATOR SUITS - CITY STREETS - DAY

          Duke and Ripcord see the building in front of them.

          RIPCORD
          There's no door!

          BREAKER'S VOICE
          Make one!
          Duke charges directly at the building. Ripcord reluctantly
          following as Duke smashes through the wall into...

          INT. COCKTAIL LOUNGE - PARIS - DAY

          A crowded bar. Neither of them slow for a second. Duke
          bolts through. Rip grabs a MARTINI, opens his visor, downs
          the drink, then places the empty glass on the tray of a
          stunned waitress. Behind her a sign reads: "DRINK
          RESPONSIBLY". Duke and Ripcord SMASH through the opposite
          wall...

          EXT. ACCELERATOR SUITS - CITY STREETS - DAY

          .back out onto the city streets where they turn and level
          their WRIST-MOUNTED ROCKETS at...nothing. A puzzling beat.
          And then the Scarab thunders up behind them at full speed.
          Ripcord dives out of the way just in time. Duke has no such
          luck. He spins and catches the FRONT GRILL, digging his feet
          into the road in an attempt to slow the Scarab down. But the
          Scarab now angles towards a busy intersection, threatening to
          crush DUKE in the criss-crossing traffic.
          Duke throws himself onto the hood just as an SUV CRASHES into
          the front grill and is chucked away like so much garbage.
          Duke tumbles up onto the roof. A PULSE CANNON pops up. Duke
          dives off the back as the weapon fires. He tumbles to the
          pavement as Ripcord speeds up to him, firing his WRIST-
          MOUNTED ROCKETS at the Scarab. Duke fires with him.

          

          

          

          

          75.

          INT./EXT. SCARAB - CITY STREETS - DAY

          Their rockets nail the Scarab and knock out the PULSE CANNON.
          BOOM! But its armor saves the vehicle.
          INSIDE: Storm Shadow and Ana are knocked around. Storm
          Shadow pops a hatch and grabs one of their own ACCELERATOR
          SUITS. Hands it to Ana.

          STORM SHADOW
          Mr. McCullen would be quite unhappy
          if I let you die.
          Ana quickly and nervously starts to buckle in.

          ANA
          How thoughtful.

          INT. BRAWLER - DAY

          On the monitors, Scarlett and Breaker watch the Scarab via
          Snake-Eyes speeding through the streets.

          SCARLETT
          Look at the moves they're making,
          they're heading somewhere.
          Breaker widens the map, plotting a route.

          BREAKER
          This's their route from the lab.
          On the screen, they see the lab, the current position of the
          Scarab, and what lies just ahead. . .the Eiffel Tower.

          SCARLETT

          (REALIZING)
          Metal... Oh God...

          EXT. SCARAB/STREETS - DAY

          Snake-Eyes is now desperately clinging to the undercarriage.
          Duke and Rip are catching up behind him.

          SCARLETT'S VOICE
          Guys, you have to stop them.

          DUKE
          Yeah, we're working on it.

          

          

          

          

          76.

          SCARLETT'S VOICE
          I mean right now. They're going to
          detonate one of the warheads on the
          Eiffel Tower.
          Ripcord glances up and sees the Eiffel Tower looming up fast.

          RIPCORD
          Oh, man...
          Under the Scarab, Snake-Eyes pulls out his GLOCK PISTOL and
          fires into the unprotected insides of the FRONT TIRES, which
          promptly rip to shreds. The Neo-Viper loses control of the
          vehicle, SMASHES through a GUARD ARM onto train tracks.
          Snake-Eyes sees something, lets go, rolls free and crashes
          into garbage cans just as a METRO TRAIN barrels into the
          Scarab, which LAUNCHES into the air, hood-over-tailpipe.
          Duke and Ripcord are running too fast to stop. Duke manages
          to leap into the air, his boots barely scraping the top of
          the train while Ripcord covers his face with his hands and
          PLUNGES headlong into a window on the side of the train...

          INT. METRO-RAIL TRAIN - DAY

          .flying across the aisle, whipping past a group of stunned
          morning COMMUTERS, and smashing out through the far window...

          EXT. CITY STREETS - DAY

          The Scarab, Duke and Rip all CRASH HARD to the pavement and
          tumble. Sparks and flame and flying metal everywhere. Duke
          and Rip finally stop tumbling, a hundred yards away from the
          wreck of the Scarab.

          INT./EXT. BRAWLER - CITY STREETS - DAY

          Scarlett, Heavy Duty and Breaker see this on their monitors.

          HEAVY DUTY/BREAKER
          Holy shit...

          SCARLETT

          (CRINGING)
          You guys okay?

          EXT. RAILWAY CROSSING - CITY STREETS - DAY

          Duke and Ripcord's visors lift, both looking a bit wigged.

          

          

          

          

          77.

          DUKE
          What happened to you?

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

          DUKE
          I jumped over it.

          RIPCORD
          You can do that?

          DUKE
          Yeah, you didn't know?
          INSIDE THE SCARAB: We see the Neo-Vipers are dead. Storm
          Shadow is incredibly beat and bloody, but Ana is just fine in
          her red Accelerator Suit. Storm Shadow grabs the weapons
          case and he and Ana leap out.
          Duke and Ripcord pick themselves up while Snake-Eyes crawls
          out of the TRASH CANS nearby. They see Storm Shadow and Ana
          emerge from the Scarab and hurry off towards the tower.

          DUKE (CONT'D)
          C'mon!
          Snake-Eyes follows Duke and Ripcord, charging after them.

          EXT. EIFFEL TOWER - DAY

          HUNDREDS OF TOURISTS swarm around the south base of the tower
          to buy their tickets and start their tours. Storm Shadow and
          Ana burst through them, slamming past SECURITY GUARDS as they
          bound onto the stairs. People scream at the sight of Ana.
          Duke and Ripcord arrive seconds later, rushing up in their
          Accelerator Suits like beings from another world. They spot
          Ana and Storm Shadow on the stairs and hurry after them. The
          Security Guards draw their pistols and start SHOOTING at Duke
          and Ripcord. The BULLETS ping off their suits.

          RIPCORD
          (to Duke)
          How do you say "we're the good
          guys" in French?
          Meanwhile, Snake-Eyes evades all the chaos by leaping up
          under the south base, scaling the iron lattice like a monkey.

          

          

          

          

          78.
          ON THE FIRST FLOOR: Ana and Storm Shadow crest the stairs
          and rudely push through the crowd to the stairway on the
          opposite side of the floor. Another SECURITY GUARD draws a
          gun on them but Storm Shadow snatches the weapon out of the
          man's hands, swatting him with the butt, all without missing
          a step. The crowd panics and runs screaming for the stairs--
          --where Duke and Ripcord are struggling to catch up. The
          avalanche of tourists slows their progress. Underneath the
          stairway, however, Snake-Eyes continues to climb fast without
          a safety net. He makes it to the first floor and races after
          Ana and Storm Shadow.
          ON THE GROUND: The Brawler screeches up. Scarlett's first
          out with Breaker and Heavy Duty behind her. All of them
          carrying weapons. The Security Guards instantly go on the
          defensive as they hurry up to the stairway. Guns go up.
          Scarlett speaks to them urgently in French.

          SCARLETT
          (French, subtitled)
          Don't shoot! We're a special anti-
          terrorist unit! There's a bomb up
          there!
          POLICE CARS are now rushing up behind them.
          ON THE SECOND FLOOR: Ana and Storm Shadow speed over to the
          main tower ELEVATOR and barge their way inside. Storm Shadow
          hurls the ELEVATOR OPERATOR out as Ana opens the weapons case
          and removes one of the NANOTECH WARHEADS and its KILL SWITCH.
          Through the stunned crowd, they see Snake-Eyes reach the top
          of the stairs behind. Ana rolls the warhead towards him
          while Storm Shadow lines up on him with the Security Guard's
          pistol as if to shoot him. Snake-Eyes glares defiantly at
          Storm Shadow who just grins and lowers his gun at the
          warhead.
          A SINGLE SHOT AND THE WARHEAD EXPLODES. Snake-Eyes recoils.
          ON THE GROUND: Everyone hears the warhead detonate.
          ON THE FIRST FLOOR: Duke and Ripcord freeze.
          ON THE SECOND FLOOR: A BURST OF NANO-MITES spreads out in
          all directions. Storm Shadow closes the ELEVATOR DOORS and
          hits a button for the top. The elevator races upwards as
          everything else gets eaten by the ravenous NANO-MITES. The
          floor begins to disappear. Tourists stampede towards the
          stairs. A LITTLE GIRL is thrown from her MOTHER'S GRIP. The
          mother screams out for her child as the girl goes over the
          railing.

          

          

          

          

          79.
          ON THE FIRST FLOOR: a hundred feet up, Duke and Rip see her
          coming. Ripcord swings out and catches the girl just in
          time. Above them, the tower is dissolving before their eyes.
          Duke sees Snake-Eyes being pushed down the stairs by the
          tourists. He leaps up onto the iron lattice.

          RIPCORD
          Where you going?

          DUKE
          Each warhead has a kill switch.

          RIPCORD
          It's too late! We gotta get off
          this thing!

          DUKE
          Those nano-mites will level the
          entire city!
          Duke climbs up the side of the tower with his Accelerator
          Suit. Rip things about following, but then looks at the
          little girl in his arms, who smiles and hugs him. Snake-Eyes
          grabs him and they join the flow of people down the stairs.
          The NANO-MITES chasing them close behind. Below them,
          Scarlett, Breaker, and Heavy Duty are helping the police
          evacuate the Tower.
          INSIDE THE ELEVATOR: Ana and Storm Shadow race to the top.

          ANA
          (into mike)
          Be ready to pick up in thirty
          seconds.
          IN THE SKIES: The Typhoon gunship rockets towards the top of
          the disintegrating Eiffel Tower, its SIDE DOOR opening.
          ON THE TOWER: Duke scales the tower, the NANO-MITES chasing
          him up. His eyes on the elevator as it reaches the top deck
          just above him. The Typhoon fires a blast of its CONCUSSION
          CANNONS at Duke, knocking him off the tower. He falls, but
          manages to catch the tower just below, the NANO-MITES almost
          on top of him now. The climbs even faster.
          ON THE TOP DECK: The elevator arrives. Ana and Storm Shadow
          calmly walk out and climb the railing as the Typhoon hovers
          up beside them. Below them, Duke sees them board. The tower
          groans and wobbles. It's a long way down. Time has run out.
          Ana and Storm Shadow jump into the Typhoon.

          

          

          

          

          80.
          With the NANO-MITES at his heels, Duke clambers up and jumps
          up off the side of the Tower, sailing up through the air and
          latching onto the SIDE DOOR of the Typhoon.
          IN THE TYPHOON: The gunship rocks with his sudden weight.
          Ana and Storm Shadow almost lose their footing. Duke springs
          inside. He smacks Storm Shadow down and grabs the KILL
          SWITCH from Ana, pressing the trigger.
          Immediately, the NANO-MITES pulse with light and fall to the
          ground around the Eiffel Tower.
          The Tower groans, half-eaten, then topples over on its side.
          Ripcord and Snake-Eyes scurry out of the way as it crashes
          down onto the Seine, sending up an enormous explosion of
          water. The shock on the faces of everyone around
          reverberates through the entire Joe team. Ripcord keeps his
          eyes on the Typhoon as it pulls away. Breaker suddenly gets
          an idea.

          BREAKER
          Come on!
          He hauls-ass.

          INT. TYPHOON - DAY

          Ana looks at Duke, a pursed smile on her lips.

          ANA
          You just saved Paris.
          Storm Shadow is not happy at all, he TASERS Duke, who drops
          hard to the floor of the Typhoon.

          EXT. STREET - DAY

          A crowd has gathered around the crashed Scarab. Heavy Duty
          yanks one of the dead Neo-Vipers out. Breaker yanks off the
          guy's HELMET then removes a needle-like PORT PLUG from his
          SURVEILLANCE SUIT. Scarlett moves into position to help him.
          Ripcord kneels down.

          RIPCORD
          What are you doing?

          BREAKER
          Plugging into his cerebral cortex.
          With a SICKENING CRUNCH, Breaker plunges the needle into the
          top of the Neo-Viper's head. Ripcord winces at the sight.

          

          

          

          

          81.

          SCARLETT
          The brain survives for a couple of
          minutes after death. We can read
          his most recent memories.

          RIPCORD
          Can you find Duke?

          BREAKER
          If this guy remembers the way home
          we can.
          INSERT: A FLASH OF MEMORIES appearing on Breaker's HUD.
          Duke shooting him in the face, racing along the highway,
          driving the ARMORED CAR. As the images continue, we PUSH IN
          on the Neo-Viper's open eyes and CUT TO:

          INT. CONTROL ROOM - MARS HEADQUARTERS - DAY

          McCullen watching Breaker and Ripcord through the dead Neo-
          Viper's eyes on a screen. He turns to the Doctor urgently.

          MCCULLEN
          Destroy that unit immediately.
          The Doctor removes his PDA and taps a key to draw up the Neo-
          Viper's file. He clicks a button that reads "TERMINATE".

          EXT. CITY STREETS - DAY

          Instantly, the Neo-Viper's body snaps rigid and begins to
          shake. Everyone gets a shock. Backing up.

          HEAVY DUTY
          He's still alive!

          SCARLETT
          He's not alive.

          HEAVY DUTY
          You ever seen a dead guy do that?

          SCARLETT
          They activated a self-destruct.
          The Neo-Viper's body starts to decay before them. Thousands
          of NANO-MITES literally eating away at his flesh and bones.

          BREAKER
          Nano-mites!

          

          

          

          

          82.

          RIPCORD
          They're eating him!

          SCARLETT
          Hurry, Breaker!
          But the NANO-MITES are too fast. The Neo-Viper's legs are
          now gone. His chest and arms next. Breaker rapidly scans
          through the MEMORY FLASHES. But now the NANO-MITES consume
          his head.

          BREAKER

          NOW

          INT. CONTROL ROOM - MARS HEADQUARTERS - DAY

          McCullen watches Breaker's frantic face suddenly disappear on
          his screen. He gives the Doctor a smile.

          EXT. STREET - DAY

          Breaker looks crestfallen at the empty Neo-Viper suit in his
          arms. Ripcord kneels beside him, stunned and bereft.

          RIPCORD
          You did the best you could.

          BREAKER
          Relax, I got it.

          RIPCORD
          You got it?

          (CONFUSED)
          Well, what was the "NOO!" for?

          BREAKER
          That was for McCullen.
          There is the sound of weapons being raised. The team looks
          to see they are surrounded by FRENCH POLICE and PARATROOPERS.

          FRENCH SWAT CAPTAIN
          (in French)
          Put your hands in the air!
          The Joes trade looks, shrug and raise their hands.

          RIPCORD
          (under his breath)
          We don't have time for this.

          

          

          

          

          83.
          SCARLETT It's agains
           friendly for t orders to engage with
           ces.

           RIPCORD
           The onl
           about i
           Dukendly force I care

           S
           Ripcord suddenly S
           Forces' heads.
           Some hit the PRAYS a burst of
           crashes through t deck. gunfire over the French
          to grab him , he French line. Ripcord charges
           , and though A DOZEN PARATR forward,
          AND he fights, they take OOPERS OPERS manage
           WE SMASH CUT TO: A him down hard.
           The Joes sit alone FRENCH POLICE HOLDING CEL

           L - DUSK
          who bears some bruisbenches. Heavy
          fight.DutY stares at Ripcord,

          HEAVY DUTY
          Nice.

          ARLETT
          It'snot his
          emotional. fault. He's
          just...
          Scarlett and
          a French Detect Rip share a look. On the other
          SUIT o curiously examines
           n a desk. Bre
           aker jumps up to Breakerssde Rf the bars
           the bars.
           Please, BREAKER
           touch that. Please, don't

           HE'S
           touching It's very... Okayit. ,
           Please! Sir. Sir,
           How do RIPCORD
           you say
           "lawyer" in
           French?

           BREAKER
           If we could get on a
           Might be
           to computer we
           longitude able Input the partial
           les g es latitude, and
           Viper, figu the
           downloaded from tha t
           re out their locati

           ON-

           HEAVY DUTY
           (to Ripcord)
           It'll be a military
           when they're done tribunal.
           need a lawyer. We with us And
          'll need diapers.

          

          

          

          

          84.

          RIPCORD
          (to himself)
          Think, think, think...
          (to the Joes)
          At some point they gotta feed us or
          take us out for the interrogation.
          When they do I'll jump the lead
          Guard. Heavy, you go for his
          weapon and--

          BREAKER
          --Start an international incident.

          RIPCORD
          I'm not gonna just sit here!

          BREAKER
          This is bigger than Duke.

          RIPCORD
          What if it was one of you? What if
          they had Heavy or Scarlett, what
          would you do?
          The Joes trade looks - rock and a hard place.

          RIPCORD (CONT'D)
          We're not doing Duke a damned bit
          of good sitting here. If it was
          reversed, Duke would be kicking
          down every door between here and
          the freakin' moon 'til he found me.

          SCARLETT
          And we'll do the same for him as
          soon as we get out of here.
          She has a thought and turns to Breaker.

          SCARLETT (CONT'D)
          Partial? You said partial latitude
          and longitude.

          BREAKER
          We only got the one coordinate-- 90
          degrees, then the image went to
          snow.

          SCARLETT
           Maybe it was the whole coordinate,
          just 90 degrees latitude.
          (they all look at her)

          (MORE)

          

          

          

          

          85.

          SCARLETT (CONT'D)
          Before the image went to
          snow,...it's the polar ice cap.
          RIP'S DOG TAGS hit the floor and slide to his feet. The Joes
          all look up to see several POLICE OFFICIALS looking at them.

          INT. HALLWAY - NIGHT

          The Joes are led down a hallway.

          RIPCORD
          They did away with the guillotine,
          right?
          They arrive at a door. The door is opened to reveal a man in
          a wheelchair, back turned. When he spins around, it's Hawk.

          BREAKER
          General!
          Hawk just shakes his head and sighs heavily.

          INT. ROOM - LATER

          The Joes sit around the General, mid-discussion.

          HEAVY DUTY
          How long before we're released?

          HAWK
          The French government is allowing
          you to leave on the condition that
          none of you ever return. Other
          agencies will be handling this from
          here on.

          SCARLETT/RIPCORD
          What?!

          HAWK
          The heads of state of every member
          of GI JOE are recalling their
          operatives. We are now considered
          a rogue unit, uncontrollable. Shut
          down. We're to report to
          Washington for debriefing.
          Hawk rolls his wheelchair to the door.

          RIPCORD
          That's it? They've got Duke!

          

          

          

          

          86.
          Hawk stops his wheelchair, turns to them.

          HAWK
          I said you were to report to
          Washington. I didn't say when, or
          which route to take.

          SCARLETT
          Maybe a northern one.
          Hawk smiles and wheels out the door.

          EXT. NIGHT RAVEN - SKIES - DUSK

          A NIGHT RAVEN rockets through the orange skies, SMASHING
          through the sound barrier with an ear-tingling SONIC BOOM.

          INT. NIGHT RAVEN - SKIES - DUSK

          Storm Shadow sits in a meditative state. Duke is shackled,
          hands bound, out of his ACCELERATOR SUIT. Ana steps out of
          the cockpit area and approaches him, nods to Storm Shadow.

          ANA
          He thinks I should kill you.

          DUKE
          Why don't you?

          ANA
          James wants to meet you in person.

          DUKE
          James?

          ANA
          Mr McCullen.

          DUKE
          Ana listen--

          ANA
          --Talk softly, or he'll tazer you
          again.

          DUKE
          (raises his bound hands)
          Loosen these, he'll never taser
          anything again.
          She taps the bonds on his wrists.

          

          

          

          

          87.

          ANA
          I should've thought of this before.
          They almost share a smile.

          DUKE
          Let me get this straight. You're
          with McCullen. You're married to
          that Baron. And you claim you're
          still in love with me.

          ANA
          I'm a complex woman.

          DUKE
          Maybe you just don't know who you
          are anymore.

          ANA
          Who I was died long ago.

          DUKE
          No, this isn't you, I still see the
          person I loved behind your eyes.
          Her eyes soften for a moment.

          ANA
          Tell me what she was like.

          DUKE
          She was smart, and funny. She was
          loyal as hell. She loved those she
          was close with, me, her brother...
          (agonized pause)
          I did my best. With Rex. I'm
          sorry. He was my responsibility.
          I should have... It's why I left,
          Ana. Why I couldn't be with you.
          You were in so much pain... I
          thought the sight of me just give
          you more.
          She seems to be affected by this ever so slightly, then... a
          hard, cold look comes to her eyes, she shakes her head.

          ANA
          It doesn't matter now.

          DUKE
          No, it matters very much. We have
          the chance to make things right.

          

          

          

          

          88.

          ANA
          Nothing will ever be right again.
          Duke stares at her, his heart ripped apart. WE PUSH IN ON
          the two of them and FLASHBACK TO:

          EXT. CEMETERY - WASHINGTON D.C. - FLASHBACK - DAY

          Rain is drizzling on a military cemetery. Ana sits alone,
          without family, without Duke, staring straight ahead as Rex's
          casket is lowered into the ground.
          Parked on a nearby road is a lone car. Duke sits inside it,
          staring at the funeral in the distance. His face tells us
          the anguish he's living with. He pulls out and starts to
          drive away, the rain on the windshield BLURS AS WE DISSOLVE

          TO:

          INT./EXT. NIGHT RAVEN - POLAR ICE CAP - NIGHT

          The Night Raven zeroes down on a stretch of ice near a huge
          CAVE. A SET OF RUNWAY LIGHTS appear under the ice, guiding
          it in for a smooth landing. The cave swallows the plane
          whole.

          INT. ICE CAVE - NIGHT

          The Night Raven rolls to a stop inside the cave. The side
          door opens. Storm Shadow exits with the weapons case. Ana
          leads Duke out, two Neo-Vipers behind them. Storm Shadow
          clicks a hand held remote and a HIDDEN ICE WALL opens to
          reveal a HI-TECH DIVING BELL awaiting them. Duke uses the
          moment to lunge forward, grab the case and haul ass towards
          the cave door. Storm Shadow spins, Shurikan throwing stars
          in his hands. The Neo-Vipers whip up their pulse rifles.

          ANA
          NO! McCullen has plans for him!
          Storm Shadow throws a star, it whistles across the cave and
          nails Duke in his shoulder, Duke goes down hard, staggers
          back up, but the Neo-Vipers are already on him, they start
          beating the living shit out of him. Ana jogs up.

          ANA (CONT'D)
          Enough!
          Storm Shadow picks up the case and looks at Duke, face down,
          bloody and beaten.

          

          

          

          

          89.

          STORM SHADOW
          And what was your plan? Run three
          thousand miles across the ice?
          He rips his star out of Duke's shoulder. Duke sucks it up.

          STORM SHADOW (CONT'D)
          Stupid soldier.
          Duke rolls over and stares up at them, breathing hard.

          INT. SUBMARINE - NIGHT

          Ripcord, Scarlett, Snake-Eyes, Heavy Duty and Breaker are in
          the conn tower of a next-gen submarine, going over a 3-D MAP
          of the polar ice cap.

          HEAVY DUTY
          That's a lotta ice.

          RIPCORD
          It's gonna be like trying to find
          whale spit in the ocean.
          Breaker sees a SMALL LIGHT flashing on his Ball-Eyepiece.

          BREAKER
          That's strange.

          SCARLETT
          What?

          BREAKER
          When they stole the weapons case, I
          set my suit to scan for the tracker
          beacon in case it came back on, and
          it just came back on.
          Ripcord just smiles.

          RIPCORD
          That's my boy.

          EXT. ARCTIC OCEAN - NIGHT

          The DIVING BELL comes shooting down out of a shaft in the
          bottom of the ice cap and rockets down towards the facility.

          

          

          

          

          90.

          INT. DIVING BELL - NIGHT

          As the diving bell descends, Duke stares at the facility out
          the portal. He is awed by the immense size of the place, he
          looks at Ana, proud of her office.

          ANA
          Certain work needs to be done away
          from the public eye.

          INT. ENTRY PORT - NIGHT

          The diving bell entry port opens, guarded by two Neo-Vipers.
          McCullen stands waiting. His eyes first move to the weapons
          case in Storm Shadow's hands. Storm Shadow opens it and
          shows him the three remaining warheads. McCullen runs his
          fingers over them, then nods, Storm Shadow closes the case.

          MCCULLEN
          Take them to the drones. I want
          them ready to launch in one hour.

          STORM SHADOW
          It will be done.
          And only then does McCullen greet Ana.

          MCCULLEN
          My beautiful Lady of the Lake...
          He kisses her. Ana kisses him back with slightly-feigned
          affection, her eyes open and on Duke. Duke stands there,
          impassive. McCullen finishes the kiss and turns to Duke.

          MCCULLEN (CONT'D)
          This bother you?
          Duke says nothing, so McCullen steps closer.

          MCCULLEN (CONT'D)
          Isn't it funny, with the entire
          balance of power in the world about
          to shift, a couple of guys can
          still have a stare down over who
          gets the girl.
          Duke takes the opportunity to HEAD BUTT McCullen. The Neo-
          Vipers instantly pummel Duke to the floor. McCullen wipes a
          small trickle of blood from his nose.

          

          

          

          

          91.

          MCCULLEN (CONT'D)
          The interesting thing about my Neo-
          Vipers is they still think the same
          thoughts they always did, they just
          can't act on them anymore. Instead,
          they do what I want. I imagine that
          must be very frustrating.
          He gets right down in Duke's face.

          MCCULLEN (CONT'D)
          I'm going to make you very unhappy.

          DUKE
          (grit teeth)
          I'm already happy.
          McCullen glances at Ana, watching the display with conflicted
          eyes. McCullen heads for the door, beckoning the Neo-Vipers
          to make Duke follow him.

          INT. CORRIDORS - NIGHT

          Duke trails behind McCullen and Ana, flanked by Neo-Vipers.

          DUKE
          What're you gonna do with the
          warheads?

          MCCULLEN
          You take to your training well,
          that's good. Still trying to
          develop information. Still planning
          to escape and stope me. Moments
          from now, you'll see that won't
          ever happen.

          DUKE
          Then you won't mind telling me.

          MCCULLEN
          Isn't it clear? I'm a business man.
          I'm going to use them.

          DUKE
          Millions of people are gonna die if
          you launch those warheads. What is
          it you want, McCullen?

          

          

          

          

          92.

          MCCULLEN
          Merely to strike fear into the
          hearts of every man, woman, and
          child on the planet. Only then will
          they look up to the man who wields
          the most power, and obey him.

          INT. CONTROL ROOM - NIGHT

          The control room is alive with TECHNICIANS squirreling about
          various stations. Monitors show three large AERIAL DRONES
          sitting in vertical launch bays. Duke sees the drones and his
          face registers the horror of what McCullen's about to do. He
          glances at Ana, she quietly looks away, a hint of remorse in
          her eyes? The Doctor rises to greet McCullen, glancing at
          Duke for several moments, as if struck by the sight of him.

          MCCULLEN
          Meet the genius behind all my
          nanotechnology.

          THE DOCTOR
          My genius lies only in taking what
          others created to the logical next
          steps. All modern gains in science
          are made through theft.

          MCCULLEN
          You'll have to excuse his modesty,
          when I found him, he was --

          THE DOCTOR
          (interrupting, re: Duke)
          --Another "recruit"?

          MCCULLEN
          Albeit a rather unwilling one. The
          Doctor's nano-mites can control all
          manner of brain functions. When you
          wake up, you'll be working for me,
          and your past will be a distant
          shimmer that floats in and out of
          your mind like a leaf on a breeze.

          THE DOCTOR
          I'll prepare him for the surgery.
          The Doctor beckons the Neo-Vipers who shove Duke after him
          towards another door. Duke and Ana exchange one last look.
          McCullen keeps his eyes on her as she watches him go.

          

          

          

          

          93.

          EXT. DESTRO HEADQUARTERS - UNDERWATER - DAY

          A school of fish swims past the facility, one fish breaks
          away from the school. CAMERA ZOOMS IN TIGHT ON IT: it's not a
          fish at all, but a mini robotic underwater spy system.

          EXT. SUBMARINE - DESTRO HEADQUARTERS - DAY

          A sleek submarine drifts silently through the arctic waters.

          BREAKER (V.0.)
          Picture's coming on line now.

          INT. CONN TOWER - SUBMARINE - DAY

          In the Conn Tower of the sub, our team gathers around Breaker
          who sits at a monitor watching what the "fish" is watching.

          SCARLETT
          It's an underwater facility...

          HEAVY DUTY
          McCullen's home away from home.

          RIPCORD
          Dukes' gotta be in there somewhere.

          SCARLETT
          Wait, what's that?
          Breaker ZOOMS IN on a massive TURBO-LASER CANNON.

          BREAKER
          Oh, Jesus...That's an automated,
          phased array turbo-pulse battery.
          (off their looks)
          A really big gun.

          SCARLETT
          Could it take out our sub?

          BREAKER
          That thing could take out a dozen
          subs simultaneously.

          SCARLETT
          Then that's our first objective.

          RIPCORD
          No, no. Duke's our first objective.

          

          

          

          

          94.

          SCARLETT
          The main force can't attack as long
          as that cannon's online.

          HEAVY DUTY
          How you figure getting it offline?
          Snake-Eyes points to the DIVING BELL CABLES n the monitor.

          SCARLETT
          Elevator cables. They've got a
          surface entrance. Shipwreck?
          She turns to the submarine commander, HECTOR "SHIPWRECK"
          DELGADO, a fiery Spanish naval combat veteran.

          SHIPWRECK
          Going up, senorita?
          Scarlett nods and leads the others down a corridor.

          SCARLETT
          Snake-Eyes, Breaker, Ripcord, and I
          will infiltrate the factory from
          above and destroy the cannon. Heavy
          D, as soon as we give the word, you
          lead the assault from outside.

          HEAVY DUTY
          (nods grimly)
          Go, Joes...

          EXT. ICE FIELD - POLAR ICE CAP - DAY

          A quiet wind blows across a remote stretch of arctic ice. All
          of a sudden the ice pack begins to tremble like the mother of
          all earthquakes. It cracks and ruptures and then erupts as
          the CONN TOWER of the submarine crashes through, then grinds
          to a halt. A FORWARD HATCH OPENS and two ROCK SLIDES launch
          out, landing hard on the ice and speeding away. Ripcord and
          Breaker on one. Scarlett and Snake-Eyes on the other.

          INT. LAUNCH BAY- DESTRO HEADQUARTERS - DAY

          McCullen, Ana, and Storm Shadow watch monitors showing
          TECHNICIANS securing the warheads onto three rocket propelled
          SMART-DRONES. As the last one is secured a Technician says:

          TECHNICIAN
          All drones prepared and ready, Sir.

          

          

          

          

          95.

          MCCULLEN
          Good, commence the launch sequence
          immediately.
          is that a ripple of concern flickering across Ana's face?

          INT./EXT. ICE CAVE - POLAR ICE CAP - DAY

          Our team races into the ice cave on their ROCK SLIDES and
          park beside the dormant Night Raven. Weapons up. Scanning the
          place from top to bottom. Ripcord stars at the awesome plane
          towering before him.

          RIPCORD
          That McCullen's got some gadgets.
          Breaker gestures to the ice wall. Snake-Eyes uses his Katana
          sword to slice a circle in the wall and yank it out,
          revealing the DIVING BELL CABLES, but no diving bell.

          BREAKER
          Maybe we could slide down.
          Snake-Eyes shakes his head, doubtful

          SCARLETT
          The arctic water would kill us.

          INT. CONTROL ROOM - DESTRO HEADQUARTERS - DAY

          McCullen, Ana, and Storm Shadow watch the drones sitting in
          the launch bays on the screens. Technicians are working hard.

          TECHNICIAN
          Three... two... one... ignite primary
          engines.
          The entire control room begins to shake. The screens fill
          with fire.

          INT./EXT. ICE CAVE - POLAR ICE CAP - DAY

          The Joes run outside, wondering what the hell is causing the
          earthquake. A large circle of ice near them MELTS. And then
          the first drone EXPLODES UP before them and LAUNCHES into the
          morning sky, peeling away to the east. Before they can react,
          the second drone EXPLODES UP a hundred yards away, peeling
          off to the west. They hear the third one about to rocket up--

          

          

          

          

          96.
          Snake-Eyes thinks fast, sprints into the cave, jumps on a
          Rock Slide, hauls-ass outside, hits a WEAPONS SWITCH on his
          Rock Slide, prepping two HEAT-SEEKING ROCKETS on either side
          of the vehicle. The third drone LAUNCHES UP from two hundred
          yards away. Snake-Eyes locks onto its exhaust and FIRES. The
          missiles race up after the drone and knock it out of the sky.
          It EXPLODES. Metal FLIES. Snow BURNS.

          INT. CONTROL ROOM - DESTRO HEADQUARTERS - DAY

          The technicians see this on their monitors.

          TECHNICIAN
          We lost one.

          MCCULLEN
          Lost one? What do you mean?

          TECHNICIAN
          Bird Three is down, Sir.
          McCullen looks at the monitors, enraged. Storm Shadow smiles.

          STORM SHADOW
          We're under attack.

          MCCULLEN
          Alert all defences. Charge up the
          pulse cannon.
          He turns to say something to Ana, but she has left the room.

          EXT. ICE CAVE - POLAR ICE CAP - DAY

          Topside, the team watches the two remaining drones race away.

          BREAKER
          What about the other two?

          RIPCORD
          We find the kill switches and short
          out the nano-mites.

          BREAKER
          (shakes his head)
          They're already way out of range.

          SCARLETT
          Then somebody has to go up there
          and shoot those things down.

          

          

          

          

          97.

          RIPCORD

          (PAUSE)
          That's me.

          INT. NIGHT RAVEN - ICE CAVE - MOMENTS LATER

          Ripcord climbs into the Night Raven's cockpit. Scarlett steps
          up to watch. He's already flipping switches and putting on a

          FLIGHT HELMET.

          SCARLETT
          Can you even fly this thing?

          RIPCORD
          I can fly anything. You just track
          those warheads and guide me in. We
          don't have long until they hit.

          SCARLETT
          Ripcord?
          He glances at her, a moment between them. Then she presses
          forward and kisses him on the mouth. He stares back at her.

          SCARLETT (CONT'D)
          Good luck.

          RIPCORD
          Do me a favor? Save Duke.
          She gives him a nod, then leaves. Ripcord grins to himself.

          EXT. NIGHT RAVEN - ICE CAVE - DAY

          The NIGHT RAVEN tears across the ice and launches into the
          sky. Ripcord WHOOPS with adrenaline. Scarlett, Snake-Eyes,
          and Breaker fast rope down into the first launch bay as the
          ice REFORMS behind them, hiding the hole.

          INT. OPERATING CHAMBER - DESTRO HEADQUARTERS - DAY

          We now find Duke, wearing only SURGICAL TROUSERS, strapped on
          the operating gurney we saw Zartan on earlier. The SMART
          ROBOTS warming up around him as the Doctor approaches.

          THE DOCTOR
          The atomic bomb that was dropped on
          Hiroshima destroyed seventy percent
          of the city. Seventy percent... Did
          you know that, Duke?

          

          

          

          

          98.
          Duke looks at him, something familiar.

          REX
          There was a bank situated less than
          one hundred yards from Ground Zero,
          destroyed of course. Only one thing
          survived. It's four bank vaults.
          And when those vaults were opened,
          they discovered everything inside
          them had survived completely
          unscathed.

          DUKE
          Who are you?

          THE DOCTOR
          Of course, the vault I took shelter
          in wasn't that well-made.
          He unclips his BREATHING TUBES and lowers the mask to reveal
          a scarred and burned face.

          THE DOCTOR (CONT'D)
          Double Bubble?
          Duke is beyond shocked.

          DUKE
          Rex...
          Rex immediately has trouble breathing and returns the mask
          over his face.

          DUKE (CONT'D)
          You sonuvabitch... Ana buried you.

          THE DOCTOR
          A moving ceremony, I'm sure. The
          three volley salute. The flag on
          the coffin.

          DUKE
          Why? .Why didn't you come in...?

          THE DOCTOR
          Because I found out the truth...

          AND WE FLASHBACK TO: JUNGLE BUILDING - DAY
          Rex moves through the building with Fireteam Bravo.

          

          

          

          

          99.

          BRAVE SOLDIER
          Intel says the lab's in the
          basement.
          Fireteam Bravo kicks open a door. They lead the way down a
          staircase toward the basement. Rex follows, nervous as hell.
          The soldiers round a corner, suddenly, Rex hears GUNFIRE, he
          freezes, then silence, Rex pulls out his .45 And rounds the
          corner to see Fireteam Bravo down. A GUARD is trying to clear
          a jam in his machine gun. As he clears the weapon and raises
          it, Rex raises his .45 and fires first. The Guard drops.
          Rex checks Bravo, but they're not moving. He looks around the
          basement, no lab, but he sees a massive VAULT DOOR, closed.
          He heads for the vault, 45 raised, breathing hard. WHOOSH, a
           blast of refrigerated air hits him as he opens the door.
          Rex enters a small room filled with DEAD ANIMALS in huge
          FORMALDEHYDE JARS> Something inside the animals is constantly
          reshaping their appearances, reforming their facial bones and
          changing the color, texture and elasticity of their skins.
          There is a scuffling noise, Rex points his gun. A small,
          stooped old SCIENTIST in a lab coat appears.

          SCIENTIST
          Are you going to shoot me?...
          Rex doesn't respond.

          SCIENTIST (CONT'D)
          We knew you were coming. But I
          couldn't walk away from it...
          Rex stares in awe, not what he was expecting.

          REX
          Stay where you are.
          His gun up, he finds a COMPUTER TERMINAL and begins accessing
          various files, starts reading them.

          REX (CONT'D)
          These aren't chemical or nuclear--

          SCIENTIST
          No. Something much... better.

          RES
          This is beyond anything... This is
          light years ahead of anyone in the
          field.

          

          

          

          

          100.

          SCIENTIST
          You see why I couldn't leave.
          Rex nods, hypnotized by the science in front of him, an
          instant bond formed with the man who created it. The distant
          sound of Jets. The Scientist moves to the vault door and
          begins pulling it closed as we hear the J-Dam Bunker Buster
          whistling towards them.

          SCIENTIST (CONT'D)
          If we live, I'll show you
          everything...

          WE SMASH CUT BACK TO THE MEDICAL WING - PRESENT
          Duke tries to absorb what he's learned. The Doctor continues.

          THE DOCTOR
          The man who created this technology
          was not our enemy. In fact, he was
          hired by our very own government to
          create it. When it was deemed too
          unethical, they sent us to kill
          him. He didn't survive the blast.
          But I... lived.
          (touches his face)
          And I escaped with his research.
          Unfortunately I tested it on myself
          first, and lost my lungs and vocal
          chords in the process. But now I've
          perfected it, and you will get a
          first-hand experience.

          DUKE
          (his biggest concern)
          Does Ana know about this, about
          you?

          THE DOCTOR
          No... and she never will.
          He glances at the SMART ROBOTS and Duke realizes.

          DUKE
          You sick bastard... you did this to
          your own sister?

          THE DOCTOR

          (INCENSED)
          I loved my sister! Do you have any
          idea the state she was in? Me dead.
          You AWOL. Depression, drugs.

          (MORE)

          

          

          

          

          101.

          THE DOCTOR (CONT'D)
          So, I had her brought here, gave
          her a way to deal with her pain,
          gave her purpose. Made her strong.
          I gave her a new life, Duke.

          DUKE
          Why work for McCullen?

          THE DOCTOR
          He saved my life, for starters. Now
          to mention infinite resources to
          work in the field of my choosing.

          DUKE
          That's bullshit. You could have had
          any job you wanted.

          THE DOCTOR
          I didn't want any job. You can't
          play nice with science, Duke. It's
          sometimes necessary to experiment,
          to fail, even to destroy to attain
          a goal. It's a fact that McCullen
          has the guts to embrace.

          DUKE
          (still shocked)
          Everything she's done, everything
          she's become, started because she
          thought you died that day.

          THE DOCTOR
          And because you then abandoned her,
          let's not forget that part.
          And with that, he leaves Duke to the SMART ROBOTS, which
          menacingly begin to move in.

          INT. LAUNCH BAY - DAY

          Scarlett, Snake-Eyes, and Breaker drop down into the launch
          bay. They see a chrome corridor leading into the facility.

          SCARLETT
          It's pressure plated and laser
          protected. Anyway around it?

          BREAKER
          No. Any object larger than a
          quarter will fry your britches.
          Snake-Eyes shakes his head with a sigh, then steps forward
          and leaps onto the floor, landing on his fingertips.

          

          

          

          

          102.
          Then, with incredible strength, he proceeds to walk across
          the floor on his fingertips, aware of the continuous crackle
          and hum of lasers around him. Scarlett and Breaker watch with
          baited breath. Snake- Eyes now reaches the doorway.

          BREAKER (CONT'D)
          What you'll have to do is rewire
          the laser panel's brain by--
          --Snake-Eyes swiftly balances on one set of fingertips while
          his other fingers grab his sword and STAB the laser panel.
          The sound of the laser net instantly vanishes.

          BREAKER (CONT'D)
          .or you cold just stab it.

          INT. OPERATING CHAMBER - DAY

          Duke lies on the operating table as a SMART ROBOT makes an
          incision behind his right ear. Duke grimaces. A long needle
          zeroes in on the incision. As the needle dives towards Duke's
          head, a hand hits a switch and the needle quickly retracts.
          Duke looks over to see Ana by the controls, gazing at him.

          ANA
          I don't have much time.
          She rushes over and unties him and they stare at each other,
          then kiss passionately. All of a sudden, Duke feels something
          behind her right ear, he turns her head, --an INCISION SCAR.
          He looks at her, but before he can say anything, Ana's body
          snaps rigid and falls limp in his arms.

          DUKE
          Ana!
          Duke looks over to see the Doctor holding his PDA, McCullen
          and two Neo-Vipers beside him, their rifles on Duke and Ana.
          Duke gazes at Ana, desperately feeling for her pulse.

          INT. TURBO LASER CONTROL ROOM - DAY

          Two TECHNICIANS man the firing controls of the huge TURBO
          LASER CANNON. Snake-Eyes takes them out and shuts down the
          cannon. HE sends a quick message on his WRIST-COMMUNICATOR.

          INT. CONN TOWER - DAY

          Heavy Duty sees the message appear on a screen. "CANNON OFF-
          LINE. HAVE A NICE DAY." Heavy smiles and turns to Shipwreck.

          

          

          

          

          103.

          HEAVY DUTY
          Let's get in this fight.

          EXT. UNDERWATER - DAY

          The GI JOE submarine peels around a rocky headland now, in
          full view of the underwater facility. A series of TORPEDOES
          fire out of the submarine's launch tubes. Most are blown up
          by the facility's Harpoon Cannon defenses, but several manage
          to hit the facility's exterior. KA-BOOM!!

          INT. FLIGHT CONTROL ROOM - DAY

          The whole place SHUDDERS. Scarlett and Breaker blow the
          control room door and cut down the Technicians trying to
          shoot them. Breaker takes over a station console.

          BREAKER
          Okay, I've got a lock on the two
          remaining warheads. Target one is
          Moscow! Target Two is Washington!

          SCARLETT
          Give Ripcord the coordinates.

          INT. TURBO LASER CONTROL ROOM - DAY

          Snake-Eyes spins to see a pair of KATANA BLADES come crashing
          down at him from behind.
          He spins, but one of the blades cuts him on his left arm,
          sending him reeling backwards, it's Storm Shadow. Who quickly
          powers the laser cannon back online. Snake-Eyes dives to stop
          him, --and as their swords meet WE FLASH CUT TO:
          THE GROUNDS OF THE ARISHIKAGE TEMPLE, where two sixteen year-
          olds, Snake-Eyes and Storm Shadow, trade blows with wooden
          katanas. Storm Shadow drops Snake-Eyes, who falls hard, Storm
          Shadow steps on his throat, sword point in Snake- Eyes' face.
          Hard Master looks on without expression. FLASH CUT BACK TO:
          THE CONTROL ROOM, where Snake-Eyes and Storm Shadow's blades
          flash like lightning, they battle fiercely around the room. A
          Neo-Viper charges up the controls. Snake can't stop him.

          

          

          

          

          104.

          EXT. UNDERWATER - DAY

          Outside, the massive TURBO-LASER swings wildly towards the
          submarine and fires. A BRILLIANT BLUE PULSE ripples through
          the arctic sea, glancing the side of the vessel. WHAM!!

          INT. CONN TOWER - DAY

          The submarine shakes hard. Rivets burst. Water pours in.

          SHIPWRECK
          The hull's been ruptured!

          HEAVY DUTY
          Everyone into the attack boats!

          EXT. SUBMARINE - DAY

          Hatches open along the sides of the submarine, deploying ten
          SHARC ATTACK CRAFT carrying dozens of Joes. At the same time,
          batches begin to open on the facility and a dozen MANTIS
          attack craft carrying dozens of Neo-Vipers emerge.

          INT./EXT. SHARC - UNDERWATER - DAY

          Heavy Duty and Shipwreck pilot one of the SHARCS. The huge
          opposing force coming at them is quite terrifying.

          HEAVY DUTY
          Keep tight everybody.
          He fires a HARPOON TORPEDO which BLASTS a Mantis. The mantis
          craft RETURN FIRE. The whole area explodes in a pulse fire
          and harpoon blasts. The Joe submarine sinks and EXPLODES at
          the base of the facility.

          INT. OPERATING CHAMBER - DAY

          Duke cuddles dead Ana, clearly emotional. McCullen steps up.

          MCCULLEN
          Is she still alive?

          THE DOCTOR
          For now.

          MCCULLEN
          You said this couldn't happen.

          

          

          

          

          105.

          THE DOCTOR
          I didn't think it could. I've never
          seen anyone defeat the programming,
          even momentarily.
          Duke recovers and angrily grabs one of Ana's PISTOLS and
          kills the two Neo-Vipers, then turns the gun on the others.
          The Doctor lifts his PDA, finger on the "TERMINATE" BUTTON.

          THE DOCTOR (CONT'D)
          If I press this, Ana dies.

          DUKE
          Put it down.

          THE DOCTOR
          Your choice, Duke.

          DUKE
          Put it down!
          The Doctor doesn't move. McCullen watches the stand-off his
          right hand discreetly drawing STEEL HOSE out from his sleeve.

          INT./EXT. NIGHT RAVEN - SKIES - DAY

          Ripcord streaks into the upper atmosphere in the Night Raven,
          the curve of the Earth visible out his windows. Ahead, he can
          see a PULSATING LIGHT.

          RIPCORD
          I see it, dead ahead.

          INT. FLIGHT CONTROL ROOL - DAY

          Breaker speaks into his headset.

          BREAKER
          You have to knock it down before it
          re-enters the atmosphere so the
          nano-mites don't reach the ground.

          INT./EXT. NIGHT RAVEN - SKIES - DAY

          Ripcord flicks a switch and opens a PULSE LASER on the nose.

          RIPCORD
          Uh, I've got a problem. The fire
          controls are not in here.

          

          

          

          

          106.

          BREAKER'S VOICE
          What do you mean, not in there?

          RIPCORD
          I mean I can't see them anywhere!

          INT. FLIGHT CONTROL ROOM - DAY

          Scarlett hears this and realizes.

          SCARLETT
          It's gotta be voice-activated.

          RIPCORD'S VOICE
          What?

          SCARLETT
          You have to say the words into your
          flight helmet.

          INT./EXT. NIGHT RAVEN - SKIES - DAY

          Ripcord lines up the missile in his sights, gets a lock.

          RIPCORD
          Fire!
          (nothing happens)
          Shoot!
          (still nothing)
          Blast away!
          Still nothing, the missile streaking onwards towards the
          Earth.

          INT. FLIGHT CONTROL ROOM - DAY

          They hear Ripcord yelling over the speakers.

          RIPCORD'S VOICE
          Nothing's happening!

          BREAKER
          Must be a different language.

          SCARLETT
          (to Ripcord)
          Try "teine".

          RIPCORD'S VOICE
          What?

          

          

          

          

          107.

          SCARLETT
          It's Scottish for fire.

          INT./EXT. NIGHT RAVEN - SKIES - DAY

          Ripcord's not sure about this, the missile arcing down.

          RIPCORD
          Teine.

          SCARLETT
          Listen to my voice, "Teine".

          RIPCORD
          Teine! Teine! Teine!
          (nothing happens)
          It's not working!

          SCARLETT'S VOICE
          That's because you're not saying it
          right!

          RIPCORD
          How many different ways you want me
          to say it?

          SCARLETT'S VOICE
          One way! The right way! Teine!

          RIPCORD
          Teine!
          And at last the PULSE LASER fires. Blasting the missile out
          of the sky. The CLOUD OF NANO-MITES floats aimlessly away.

          INT. FLIGHT CONTROL ROOM - DAY

          They all see the missile disappear on their screen.

          BREAKER
          Nice work, Ace. You just saved
          Moscow.

          INT./EXT. NIGHT RAVEN - SKIES - DAY

          Ripcord sighs with relief, already peeling away.

          RIPCORD
          Just doing my job. Guide me to the
          other drone...

          (MORE)

          

          

          

          

          108.

          RIPCORD (CONT'D)
          (under his breath)
          .man, I freakin' saved Moscow!

          EXT. WHITE HOUSE - WASHINGTON - DAY

          The White House glistens in the midday sun.

          INT. PRESIDENTIAL BUNKER - DAY

          The American President's Bodyguards rush him and his staff
          down into a fortified bunker beneath the White House.

          PRESIDENT
          How soon will it strike the city?

          STAFFER
          Seventeen minutes, Sir.

          PRESIDENT
          This will be a disaster the likes
          of which we have never seen.
          As the DOORS CLOSE behind them we see the MARS INDUSTRIES
          LOGO on the doors.

          EXT. UNDERWATER - DAY

          Another blast from the TURBO-LASER destroys a SHARC.

          INT./EXT. SHARC - UNDERWATER - DAY

          Heavy Duty sees this as he takes out a MANTIS.

          SHIPWRECK
          That cannon's going to kill us all.

          HEAVY DUTY
          My guy will take care of it, trust
          me.

          INT. CONTROL ROOM - ENERGY SHAFT - DAY

          Snake-Eyes kills the Neo-Viper, who falls down a large shaft
          into freezing waters. Storm Shadow lunges at Snake-Eyes and
          the two of them tumble down into the shaft, but land on a
          gangway. They both leap up and begin to fight again. The Neo-
          Viper tries to crawl out of the freezing water, seemingly
          unfazed as he slowly freezes solid.

          

          

          

          

          109.
          All of a sudden, there's LOUD NOISES and a series of ENERGY
          LASERS power on up and down the shaft between various circuit
          modules. This is where the energy is charged to operate the
          cannon. One of the lasers catches Storm Shadow's shoulder and
          burns him severely. Snake-Eyes sees this and ducks just as an
          ENERGY LASER fires on beside his head.

          EXT. UNDERWATER - DAY

          Outside, the TURBO-LASER fires. The Joe craft desperately
          weave and dodge.

          INT. ENERGY SHAFT - DAY

          .and the LASER NET fades. Instantly, Storm Shadow and Snake-
          Eyes continue their desperate fight. Swords FLASH and CLANG,
          two masters at their best. AND WE FLASH CUT TO:
          THE GROUNDS OF THE ARISHIKAGE TEMPLE, where two twenty-two
          year olds, Storm Shadow and Snake-Eyes sword fight. Storm
          Shadow knocks Snake-Eyes to the ground again and places his
          steel sword against Snake-Eyes' face. Again, Hard Master
          watches without expression. AND WE FLASH CUT BACK TO:
          THE ENERGY SHAFT, where Storm Shadow slashes Snake-Eyes
          across the chest, but before he can finish him off, the
          cannon charges up again and the LASER NET slams on. Storm
          Shadow twists his body to avoid the ENERGY LASERS while Snake-
          Eyes lifts himself up to his toes to avoid a laser that
          threatens to disintegrate his crotch. Storm Shadow sees this,
          grins to himself.

          INT. PRESIDENTIAL BUNKER - DAY

          A staffer is on the phone, looking up at the President.

          STAFFER
          It seems somebody's shot down the
          warhead heading for Moscow.

          PRESIDENT
          Thank God...
          As he says this, a SECRET SERVICE AGENT draws a SILENCED
          PISTOL and kills the other Agents and Staff. We see an
          INCISION SCAR behind his right ear and realize he is a Neo-
          Viper. The President stares, stunned and horrified. The Neo-
          Viper holds his pistol on the President as--

          

          

          

          

          110.
          --A BOOKCASE moves on the wall, revealing a secret room. An
          UNSEEN FIGURE emerges and the President stares in shock.

          INT./EXT. NIGHT RAVEN - SKIES - DAY

          Up in the skies, Ripcord spots the second drone rocketing
          down towards the lower atmosphere in front of him.

          RIPCORD
          Second drone in my sights.

          INT. FLIGHT CONTROL ROOM - DAY

          Breaker and Scarlett watch in the control room.

          BREAKER
          Hurry, Rip. You've only got thirty
          seconds before it enters the lower
          atmosphere.

          INT./EXT. NIGHT RAVEN - SKIES - DAY

          Ripcord's feeling the pressure. He targets the missile.

          RIPCORD
          Taine!
          But nothing happens. Scarlett's voice yells in his head.

          SCARLETT'S VOICE
          Teine! Teine!

          RIPCORD
          Don't yell at me!

          SCARLETT'S VOICE
          Teine.
          Ripcord takes a breath, stealing his nerves. A RED FUEL LIGHT
          starts beeping on his control board. Rip does his best to
          ignore it, focusing on the missile as it begins to disappear
          into the lower atmosphere. The light beats faster and louder.

          RIPCORD
          Teine!
          The LASER PULSE fires, blasting straight at the missile which
          is lost in the atmospheric haze below. For a moment, he can't
          tell if he hit it or not.

          

          

          

          

          INT. CONTROL ROOM - DESTRO HEADQUARTERS - DAY

          The tracking in the control room provides the answer.

          BREAKER
          You missed! The warhead has entered
          the lower atmosphere!

          INT./EXT. NIGHT RAVEN - SKIES - DAY

          Ripcord realizes this as he enters the lower atmosphere
          himself. The spread of WASHINGTON D.C. Far below him now.

          INT. OPERATING CHAMBER - DAY

          In the operating chamber, the stand-off reaches its boiling
          point now. McCullen slowly approaching Duke who keeps Ana's
          pistol on the Doctor, Ana still in Duke's arms.

          MCCULLEN
          Did you think she loved you?

          DUKE
          Stay back!

          MCCULLEN
          Did you imagine your life with her?

          DUKE
          I said stay back!

          THE DOCTOR
          Don't you know you've lost, Duke?

          DUKE
          All I know is that neither of you
          deserves her.
          McCullen suddenly lifts the STEEL HOSE in his right hand--
          --A BURST OF FLAME tears out at Duke who reflexively fires
          the PULSE PISTOL at it. The intense air blast from the pulse
          pistol catches the flames midway between them and blows them
          back onto McCullen. McCullen SCREAMS as his face is literally
          burned off. The Doctor freaks and drops the PDA, then yanks
          McCullen out into the corridor. Duke fires after them, then
          grabs the PDA, removing Ana's screen with a sigh of relief.

          

          

          

          

          112.

          INT./EXT. NIGHT RAVE - SKIES - DAY

          Above Washington, Ripcord guns his aircraft after the falling
          drone. Getting real close this time. No way he can miss.

          INT. CONTROL ROOM - DESTRO HEADQUARTERS - DAY

          They see this on the screens in the control room.

          BREAKER
          You're too close, Rip. Back up.

          INT./EXT. NIGHT RAVEN - SKIES - DAY

          Ripcord gets eerily calm all of a sudden.

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

          (PAUSE)
          .teine.
          The PULSE LASER fires point blank. The missile EXPLODES right
          in front of him. Ripcord flies through the flames, the CLOUD
          OF NANO-MITES latching onto his wings.

          INT. CONTROL ROOM - DESTRO HEADQUARTERS - DAY

          The drone disappears from their screens now.

          SCARLETT
          Ripcord? What happened? Rip!

          INT./EXT. NIGHT RAVEN - SKIES - DAY

          Ripcord is now struggling mightily with his controls as the
          NANO-MITES swiftly eat his plane.
          His FUEL LIGHT flashes at him alarmingly. He angles the Night
          Raven upwards, giving it all he's got, NANO-MITES everywhere.

          INT. CONTROL ROOM - DESTRO HEADQUARTERS - DAY

          They see his plane angle back up into the upper atmosphere.

          

          

          

          

          113.

          BREAKER
          He's taking the nano-mites back up
          into the upper atmosphere.

          INT./EXT. NIGHT RAVEN - SKIES - DAY

          The Night Raven is breaking up all around Ripcord now. He
          quickly attaches his flight helmet's BREATHING MASK.

          INT. CONTROL ROOM - DESTRO HEADQUARTERS - DAY

          Ripcord turns the plane over, inverting it.

          RIPCORD
          Cur magh!
          The canopy explodes. Rip shoots back down into the atmosphere
          as the NANO-MITES devour the Night Raven, then float away...

          INT. CONTROL ROOM - DESTRO HEADQUARTERS - DAY

          They see this on their screens.

          BREAKER
          He did it... He actually did it...

          SCARLETT
          Ripcord? Talk to me...Ripcord!
          Still nothing. And now they begin to suspect the worst. Then:

          RIPCORD'S VOICE
          I asked you not to yell at me.
          Relief comes rushing back to Scarlett and Breaker.

          SCARLETT
          What happened? Are you okay?

          RIPCORD'S VOICE
          Yeah, did it work?

          SCARLETT
          Yes...yes, it worked.

          EXT. PARACHUTE - SKIES - DAY

          Ripcord smiles, parachuting down towards Washington.

          

          

          

          

          114.

          RIPCORD
          (into headset)
          Good...cause I think I'm about to
          get arrested.

          EXT. WHITE HOUSE - DAY

          Ripcord lands on the White House lawn, holding his hands up
          benignly as dozens of SECRET SERVICE AGENTS surround him.

          INT. ENERGY SHAFT - DAY

          ENERGY LASERS pulse on again, almost catching the two ninjas
          in their fight. Snake-Eyes draws his KATANA SWORD, its blade
          shimmering in the laser-light as he redirects the laser back
          into its module. Storm Shadow does the same with his sword,
          barely saving his neck. They glare at each other.
          AND WE FLASH CUT TO THE ARISHIKAGE TEMPLE, where the two 26
          year-olds fight with katanas. Storm Shadow presses forward,
          Snake-eyes side-steps and hurls Storm Shadow to the ground!
          He steps up and puts his sword tip in Storm Shadow's eye.
          Snake-Eyes first ever win over Storm Shadow.
          Hard Master CLAPS ONE TIME. Storm Shadow looks at his father,
          he can't believe it, his father seems happy for Snake-Eyes.
          He slaps the sword away, gets up and stalks off.
          FLASH BACK TO: The cannon fires and the lasers disappear,
          freeing them to continue their duel. This is it. The final
          duel. Snake-Eyes struggles, exhausted and wounded. Storm
          Shadow puts in every ounce of hate he has left. He finally
          tears Snake-Eyes' sword away and kicks him down. About to go
          for the final kill. But before we find out the climax to
          their fight, we must finish their story:
          ON THE ARISHIKAGE TEMPLE GROUNDS, Snake-Eyes, still 26, walks
          along the pond. He hears a LOUD CRY. Snake-Eyes breaks into a
          run, careens around a building and sees Hard Master slumped
          on the ground, a sword in his back.

          SNAKE-EYES
          Master!
          Other NINJAS come flooding in.

          NINJA #1
          That's Storm Shadow's sword!

          NINJA #2
          There! There's the murderer!

          

          

          

          

          115.
          Snake-Eyes spins to see Storm Shadow climb up the side of the
          Temple, onto the rood, give him a last look, and jump down
          over the wall. FLASH BACK TO: THE ENERGY SHAFT where Snake-
          Eyes is suddenly filled with renewed energy, he stares up at
          Storm Shadow's katana blade poised for the final kill.

          STORM SHADOW
          You took your vow of silence to
          avenge our Master. But now you will
          die without a word.
          The LOUD NOISE gears up again, distracting Storm Shadow for
          just a beat. Snake-Eyes uses the moment to catch Storm shadow
          with his feet, holding him up for a split second as the
          ENERGY LASERS come back on. One of them burns deeply across
          Storm Shadow's neck, he SCREAMS and stumbles back and falls
          OVER THE EDGE and down into the freezing turgid waters. Snake-
          Eyes steps up and looks down to see if he surfaces... He
          doesn't.

          SNAKE-EYES
          Father always feared it would come
          to this.
          EXPLOSIONS begin to rock the shaft now. Snake-Eyes stumbles
          towards the exit, leaving his fallen Sword Brother behind.

          INT./EXT. SHARC - UNDERWATER - DAY

          Heavy Duty sees the cannon return to its dormant position.

          HEAVY DUTY
          Turbo-laser is down!
          He guns his engines, firing at a MANTIS attack craft. It
          EXPLODES. Heavy Duty howls with delight.
          Around him, the Joes begin to turn the tide of the battle. A
          SERIES OF SHOTS of Mantis vehicles getting nailed by Joe
          harpoon cannons.

          INT. CONTROL ROOM - DAY

          They feel the EXPLOSIONS in the control room. Screens short
          out. Water starts to cascade in through BURSTING RIVETS.

          BREAKER
          Energy overload in the phased array
          battery. Power subsystems are going
          critical.

          

          

          

          

          116.

          SCARLETT
          Let's get out of here!
          Scarlett grabs Breaker by the scruff of the neck and hauls
          him out of the room.

          INT. TRIDENT - DAY

          McCullen's face is horrifically burned as The Doctor helps
          him down into the Trident. EXPLOSIONS blowing above them. The
          pilots guide the sub out white the Doctor starts injecting
          McCullen with NANO-MITES. McCullen starts to SCREAM...

          INT. DIVING BELL ENTRY PORT - DAY

          Scarlett and Breaker races into the diving bell entry port
          and are shocked to find Snake-Eyes already here. Scarlett
          runs up and gently hugs him.

          SCARLETT
          Snake!
          Snake-Eyes grimaces, then looks Scarlett in the eyes.

          SNAKE-EYES
          .he's dead.
          She knows who he means, she gives him a grim smile. And
          that's when they see Duke, carrying Ana, charging up to them.
          Another EXPLOSION makes them all dash into the diving bell.
          The doors close and we hear them launch.

          INT./EXT. SHARC - UNDERWATER - DAY

          Heavy Duty notices the Trident escaping out of the EXPLODING
          docking bay into the arctic water. He angles towards the sub.

          HEAVY DUTY
          We got a runner! Cut him off!
          All of a sudden, the whole damn facility EXPLODES.
          INSIDE THE DIVING BELL: Our heroes are rocked by the BLAST,
          then they see MASSIVE CHUNKS OF POLAR ICE plummet down from
          the ice pack above, cutting off Heavy Duty and the Joes, and
          DEMOLISHING the remainder of the facility. The Trident
          disappears behind the trillions of bubbles and falling ice.

          

          

          

          

          117.

          INT/EXT. SHARC - UNDERWATER - DAY

          Shipwreck checks his targeting scanner.

          SHIPWRECK
          All other targets neutralized.

          HEAVY DUTY

          GO JOES!!

          EXT. TRIDENT - UNDERWATER - DAY

          The Trident is moving fast through the water somewhere.

          INT. TRIDENT - UNDERWATER - DAY

          McCullen turns to us and we see that the NANO-MITES have
          created a FORM-FITTING MASK all over his face. He catches his
          reflection in the portal and he grabs at the mask, the NANO-
          MITES twisting with the contours of his muscles to reveal his
          complete and ever-lasting horror. He breaks down, falling to
          the floor, then he recovers and looks up at The Doctor.

          MCCULLEN
          I guess I should thank you, Doctor.
          The Doctor is busy fiddling with his hand held PDA.

          THE DOCTOR
          I want you to call me... Commander.
          (looks at McCullen)
          And from now on, I'll be on a first
          name basis with you, Destro.
          McCullen's silver face goes blank.

          MCCULLEN
          Yes, Commander.

          INT. VIEWING ROOM - MAXIMUM SECURITY PRISON - DAY

          Duke watches Ana through a two-way mirror. She sits alone in
          a holding cell. A MILITARY SCIENTIST watches her with Duke. -

          SCIENTIST
          Physically, she's fine. But without
          the correctly-coded kill frequency,
          we can't short them out.

          

          

          

          

          118.

          DUKE
          There's nothing you can do?

          SCIENTIST
          Only the man who put them in there
          has the correct code.
          Duke considers this carefully, staring at Ana.

          INT. CORRIDOR - MAXIMUM SECURITY PRISON - DAY

          Duke walks along a prison corridor with Ana, led by two
          PRISON GUARDS. She carries a small bundle of PRISON GEAR.

          DUKE
          I'll visit you.

          ANA
          I won't be here long.

          DUKE
          You'll be here for the rest of your
          life, Ana.
          She looks at him, her face softening.

          ANA
          Duke?

          DUKE
          I'm here.

          ANA
          After all I've done, .you can't
          save me, .it's too late.
          A BEAT passes between them.

          DUKE
          I'll visit you.
          And for a moment, she appears to crack... but then a
          sinister smile creases her mouth.

          ANA
          You know, this has only just begun.
          She touches his face, then the PRISON BARS slam shut between
          them. She holds his eyes a moment longer, then the two Prison
          Guards lead her away. Duke just watches her go, his face torn
          with pain. He walks off alone...

          

          

          

          

          119.

          INT. LANDING PLATFORM - THE PIT - DAY

          General Hawk is in his wheelchair, still recovering from his
          wounds. He leads Duke and ripcord to the Howler.

          HAWK
          With GI JOE reinstated, would you
          boys like to stay on awhile?

          DUKE
          What do you say, Rip?
          Ripcord looks at Scarlett, who throws him a wink and a smile.

          RIPCORD
          I'm good.
          They all laugh. Rip steps up to her.

          RIPCORD (CONT'D)
          So how do you feel about this?

          SCARLETT
          I feel very... emotional.
          Duke smiles and the Joes climb aboard as the platform rises.

          INT. PRESIDENTIAL OFFICES - WHITE HOUSE - DAY

          A bevy of SECRETARIES and STAFFERS greets the President. Then
          he enters the Oval office and closes the door, alone, he
          looks around, walks behind the desk, and grins as he sits, as
          if this is the first time he's ever done this. With a little
          flair, he CRACKS HIS KNUCKLES and we realize this is Zartan!
          And we SMASH CUT TO BLACK and ROLL CREDITS...




                                    THE END