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Publisher: IDW Publishing
Issue Date: July 2009 (3rd Week)
Series: G.I. Joe: The Rise of Cobra: Movie Adaptation
Issue Number: 3

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Baroness, Storm Shadow & Zartan invade The Pit and steal back the nanomites. Flashbacks explain Snake Eyes & Storm Shadow's past along with Duke's past with Ana & Rex Lewis. Cobra attacks Paris with the nanomite warhead the Joes stop Cobra but the Eiffel Tower is destroyed and Duke is captured by Storm Shadow.

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Alternate Covers

Cover C was at first only sold at the San Diego Comic Convention at the IDW Publishing booth. Much later in March of 2010, it was released through Diamond.

Notes of Interest

Contains 5 pages from GI Joe #1 which is a preview of the GI Joe trade paperback.

This is the same continuity as the movie.

Death of Cover Girl.

Introduction of The Hard Master, who is Storm Shadow's father.

Major Players

Joes: Breaker, Cover Girl, Duke, Hawk, Heavy Duty, Rip Cord, Scarlett, Snake Eyes

Cobra: Destro (as James McCullen), Baroness (Ana Lewis), Zartan

Additional Characters: Leon DeCobray, Rex Lewis, Hard Master

Creative Team

Writer: Denton J. Tipton
Artist: Casey Maloney
Color: Chris Sotomayor
Letters: Robbie Robbins
Editor: Andy Schmidt

Cover Credits
Cover A: Artist: Casey Maloney & Chris Sotomayor
Cover Company: IDW

Cover B: Artist: Photo Cover
Cover Company: IDW

Cover C (San Diego Comic Convention Exclusive): Artist: Casey Maloney & Chris Sotomayor
Cover Company: IDW

Full Details

Cover Girl, who is reporting to Hawk in his office, has just been stabbed through the chest by Zartan. Before Hawk can react Storm Shadow steps around her and stabs Hawk. Then the Baroness walks in a grabs the nanomite case, just as Hawk, barely alive, hits the alert button for The Pit.

The Cobra forces were able to enter The Pit using a Mole Pod and discovered the underground secret base by Destro tricking the Joes into turning on a homing signal. These vehicles drilled through the ground to gain access to the interior of the base. The Baroness radios the Neo Vipers that are guarding the mole pods that they are on the way. As the alarm blares, the Joes rush to protect the base. Heavy Duty spots the mole pods and begins firing at them. The Neo Vipers fire back and the pods are destroyed.

Duke holds the Baroness at gun point but she calls his bluff "you can't shoot me, can you Duke? Deep down your still the same man I fell in love with. Do it Duke. You already killed me once." A Neo Viper steps up to fire at Duke which distracts him. The Neo Viper is then smashed into by a forklift driven by Rip Cord. The Neo Viper fires which causes an explosion that allows the Baroness to get past Duke. Storm Shadow moves to attack Rip Cord. But just as a sword is swing toward his head, another sword swings in to stop it. Snake Eyes has just saved Rip Cord's life. And it is the first time Snake Eyes and Storm Shadow have meet. Storm Shadow greets him by saying "Hello, brother". A brief sword fight happens as the Baroness is then tackled by Scarlett. But the Baroness quickly begins strangling her. Storm Shadow breaks off from his fight with Snake Eyes and straps on a jet pack and flies to rescue the Baroness. Storm Shadow picks up the Baroness on the fly and the exterior hatch opens as they fly to safety.

Later, Destro now with the nanomites sets the first target for their use, Paris.

In the aftermath of the attack at The Pit, Rip Cord comforts Scarlett, Hawk is on life support, Cover Girl is dead, Duke wonders about his ex-fiancee Ana and Snake Eyes remembers is his past.

In a flashback, in Japan, a very young Snake Eyes sneaks into a house and steals rice. Where the same aged Storm Shadow catches him and attacks. Snake Eyes quickly and skillfully defends himself. The fight is interrupted by Storm Shadow's father, The Hard Master. He breaks up the fight and welcomes the starving, homeless Snake Eyes into their home. Years pass as Snake Eyes & Storm Shadow become teenagers. Snake Eyes defeats Storm Shadow in a contest in front of the Hard Master. Later, the Hard Master is killed by Storm Shadow's sword and he has disappeared.

The Joes lead by Scarlett are examining the dead Neo Viper, where they discover that nanomites are being used to control these soldiers. Breaker interrupts with his discovery of who the Baroness is now. She is the wife of Leon DeCobray a scientist who has a particle accelerator lab in Paris. They believe that the Baroness is going there. They mount up.

At the lab, the Baroness arrives with Storm Shadow ,she walks up to her husband and kisses him. Storm Shadow stabs him in the chest saying "I said I'd kill him if he touched you again." Her response is ""I heard you the first time." And they begin the process of weaponizing the nanomites.

On the flight to Paris, Duke reflects back on his past.

Duke is leading a team of soldiers on a raid of a science facility. Rip Cord is with him as always but a new member of there team is Rex Lewis, an Army scientist and brother of his fiancee Ana Lewis. He gives the ok for Rex to enter the lab. After just a few moments inside the Air Force jets come flying in. Rip Cord grabs Duke and pulls him away as the bombs destroy the building that Rex is in.

The Joes arrive at the lab, just as Storm Shadow and the Baroness are loading up the now weaponized nanomites. Storm Shadow is driving with Baroness in shotgun as Duke & Rip Cord, wearing their accelerator suits, take off after them on foot, Scarlett & Breaker remain in the Joe van to monitor the chase. As Storm Shadow drives under an overpass, Snake Eyes drops down onto the roof. Storm Shadow runs into another car which flips up over the car and Snake Eyes flips up over the car landing on the ground. Rip Cord and Duke continue the chase. As they smash through a train, Storm Shadow wreaks his vehicle, The Baroness and him split up to make their attack on the Eiffel Tower. Duke and Rip Cord split up also. Storm Shadow races to the roof with the nanomites on a rocket launcher. And the Baroness has the kill switches.

Rip Cord is unable to get to Storm Shadow before he fires the weapon, the rocket slams into the Tower and the nanomites begin eating up the metal structure. Storm Shadow then jumps onto a Cobra hovering rescue jet. Duke catches the Baroness as she is about get on the same jet. Inside the cargo hold, he grabs the case and throws it out and Storm Shadow hits him with a stun gun that drops Duke. The jet flies off. Rip Cord then deactivates the nanomites. It saves Paris but the Eiffel Tower is destroyed.

Summary by Josh Eggebeen