Weapons master James McCullen has created a nanotech-based weapon—nanobots that can rapidly devour any non-organic materials. His company M.A.R.S. sells four warheads to NATO, and American soldiers Duke and Ripcord are tasked to deliver them. En route, their convoy is ambushed by the Baroness, whom Duke recognizes as his ex-fiancée Ana Lewis, before they are rescued by G.I. Joe operatives: Scarlett, Snake Eyes, Breaker, and Heavy Duty. They take the warheads to The Pit, G.I. Joe's command center in Egypt. G.I. Joe leader General Hawk lets Duke and Ripcord join the Joes after Duke reveals that he knows the Baroness.
McCullen is revealed to be using the same nanotechnology to build an army of soldiers with the aid of the mysterious masked Doctor, planning on using the warheads to cause worldwide panic and bring about a new world order. Storm Shadow and the Baroness, with help from Zartan, infiltrate the G.I. Joe base and steal the warheads. They take the warheads to Baron DeCobray, the Baroness's husband, to weaponize in his particle accelerator; after which, DeCobray is killed. The Joes pursue the Baroness and Storm Shadow in Paris as they launch one of the nanobot missiles. The missile hits the Eiffel Tower, destroying it, before Duke hits the kill switch, in the process being captured and taken to McCullen's base under the Arctic. The Joes pursue them as McCullen loads the three remaining warheads onto missiles aimed for Beijing, Moscow, and Washington, D.C..
Snake Eyes takes out one missile and Ripcord destroys the remaining two. Snake Eyes duels and defeats Storm Shadow, his childhood nemesis. Duke learns that the Doctor is actually Rex Lewis, Ana's brother, believed to have been killed by a mistimed airstrike during a mission led by Duke. Duke's guilt over Rex's death caused his breakup with Ana. Rex had encountered Dr. Mindbender and was fascinated by the nanomite technology, but was caught in the bombing, which disfigured him. Rex had implanted his sister with nanomites, putting her under his control as The Baroness. Attempting to kill Duke, McCullen ends up burned, and Rex and McCullen flee to an escape vessel. The Joes fall back after Rex activates the base's self-destruct sequence, causing the ice cap to explode.
Rex assumes the identity of the Commander, having healed McCullen's burned face with nanomites, which places McCullen under Rex's control. They are captured by the Joes. On the supercarrier USS Flagg, the Baroness is placed in custody until they can remove the nanomites from her body. Meanwhile, Zartan, having had his physical appearance altered by nanomites, infiltrates the White House and assumes the identity of the President of the United States, thus completing part of McCullen's plan to rule the world.
Initial plans for a live-action G.I. Joe film go back to at least 1990, when a script adaptating the cartoon was in development at toy company Abrams/Gentile Entertainment (AGE).
In 1994, Larry Kasanoff and his production company, Threshold Entertainment, held the rights to produce a live-action G.I. Joe film with Warner Bros. as the distributor. Instead, they chose to concentrate the company's efforts upon its Mortal Kombat films. As late as 1999, there had been rumors that a film from Threshold Entertainment was still a possibility, but that project was never developed.
Reception
G.I. Joe: The Rise of Cobra grossed an estimated $54.7 million during its opening weekend (August 7–9) and opened at #1 at the North American box office from 4,007 theaters, making it the highest-grossing film of the weekend and marking the largest opening for a film based on the G.I. Joe franchise. However, its debut was below the opening weekends of both Transformers ($70.5 million) and its sequel Revenge of the Fallen ($109 million). Nevertheless, the film also performed strongly in international markets, earning an additional $44 million from overseas territories during the same weekend.
