G.I. Joe: The Rise of Cobra is a 2009 American military science fiction film based on characters from Hasbro's G.I. Joe toy line. It is the first installment in the G.I. Joe film series. Directed by Stephen Sommers, the film features an ensemble cast based on the various characters of the toy line. The story follows two American soldiers, Duke and Ripcord, who join the G.I. Joe Team after being attacked by Military Armaments Research Syndicate (M.A.R.S.) troops.

Development for the first film began in 2003, but when the United States launched the invasion of Iraq in March 2003, Hasbro suggested adapting the Transformers instead. After leaked drafts of the script were criticized by fans, Larry Hama, writer of the comic book series G.I. Joe: A Real American Hero, was hired as creative consultant, and rewrites were made. Filming took place in Downey, California and Prague's Barrandov Studios, while six companies handled the visual effects with Digital Domain as the main visual effects company.

G.I. Joe: The Rise of Cobra premiered at the Andrews Air Force Base on July 31, 2009, and was released in the United States on August 7, by Paramount Pictures, following an extensive marketing campaign focused on the Mid-American public. Despite mostly negative reviews from critics, the film grossed $302.5 million worldwide against a $175 million budget. A sequel, titled G.I. Joe: Retaliation, was released in 2013.

Plot

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.

Cast G.I. Joe Channing Tatum as Conrad Hauser / Duke: The lead soldier. Producer Lorenzo di Bonaventura was originally interested in casting Mark Wahlberg, and when the script was rewritten into a G.I. Joe origin story, the studio offered the role to Tatum. Tatum had played a soldier in Stop-Loss, an anti-war film, and originally wanted no part in G.I. Joe, which he felt glorified war. Tatum turned down the role seven times before eventually agreeing. The actor later detailed that he wound up in the film due to a contractual obligation with Paramount, given Tatum signed a three-picture deal following Coach Carter. Tatum was a fan of the G.I. Joe franchise growing up, and expressed interest in playing Snake Eyes despite Paramount wanting him for Duke. Dennis Quaid as General Clayton Abernathy / Hawk: The Joes' commanding officer. Quaid described Hawk as "a cross between Chuck Yeager and Sgt. Rock and maybe a naïve Hugh Hefner". Quaid's son, Jack, convinced him to take on the part, and the filmmakers enjoyed working with him so much, Stuart Beattie wrote "10 to 15 more scenes" for the character. He filmed all his scenes within the first two months of production. Adewale Akinnuoye-Agbaje as Hershel Dalton / Heavy Duty: An ordnance expert and field commander of the team. Common was offered the role of Heavy Duty's cousin Roadblock, although Bonaventura previously indicated Heavy Duty was being used in that character's stead. Beattie ultimately chose to have Heavy Duty instead of Roadblock. Rachel Nichols as Shana M. O'Hara / Scarlett: Scarlett graduated from college at age 12 and became the team's intelligence expert. Having left school so early, she does not understand men's attraction to her. Nichols was the first choice for the role. Nichols had already dyed her blonde hair red—Scarlett's hair color—for her role in Star Trek, which she filmed before G.I. Joe. She burned herself filming an action sequence with Sienna Miller. Marlon Wayans as Wallace Weems / Ripcord: A pilot with a romantic interest in Scarlett. A fan of the franchise, Wayans was cast on the strength of his performance in Requiem for a Dream. Bonaventura said that the film showed Wayans could be serious as well as funny. Ray Park as Snake Eyes: A mysterious ninja commando who took a vow of silence, a departure from the character's traditional difficulty in speaking due to grievous vocal wounds, a close member of the Arashikage ninja clan, and Storm Shadow's rival. Park specifically practiced wushu for the role, as well as studying the character's comic book poses. Park was already familiar with the character, but knew very little of the surrounding saga of G.I. Joe versus Cobra, so he read the comics to further understand the character. He was nervous about wearing the mask, which covered his entire head quite tightly, so he requested to practice wearing it at home. He found the full costume, including the visor, very heavy to wear and akin to a rubber band; he had to put effort into moving in it. Leo Howard as Young Snake Eyes Saïd Taghmaoui as Abel Shaz / Breaker: The team's communications specialist and hacker. He is seen chewing gum during the Battle of Paris in an homage to the original character. Karolína Kurková as Courtney Krieger / Cover Girl: Hawk's aide-de-camp. Kurková described going from her modeling career to making such a film as "an amazing experience", but said she was upset about not taking part in any action sequences. Brendan Fraser (uncredited cameo) as Geoffrey Stone IV / Sergeant Stone: Fraser was reportedly going to play Gung-Ho, but was instead later revealed to be playing Stone. According to the director's commentary on the DVD, Fraser begged director Stephen Sommers to be in the movie, making it his fourth collaboration with Sommers.Film commentary by Stephen Sommers and Bob Duscay, G.I. Joe: The Rise of Cobra DVD

M.A.R.S./Cobra Joseph Gordon-Levitt as Rexford G. "Rex" Lewis / the Doctor / Cobra Commander: The Baroness's brother, a former soldier who was thought to have been killed during a mission led by Duke—instead, he became the disfigured head scientist of Military Armament Research Syndicate (M.A.R.S.). USA Today reported that Gordon-Levitt would play multiple roles. Gordon-Levitt wore prosthetic makeup under a mask that was redesigned from the comics because the crew found it too reminiscent of the Ku Klux Klan. Upon seeing concept art of the character, Gordon-Levitt signed on because; "I was like, 'I get to be that? You're going to make that [makeup] in real life and stick it on me? Cool. Let me do it.' That's a once-in-lifetime opportunity." Gordon-Levitt is a friend of Tatum and they co-starred in Stop-Loss and Havoc. His casting provided extra incentive for Tatum to join the film. Gordon-Levitt described his vocal performance as being "half-reminiscent" of Chris Latta's voice for the 1980s animated show G.I. Joe: A Real American Hero, but also half his own ideas, because he felt rendering it fully would sound ridiculous. Christopher Eccleston as James McCullen / Destro: A weapons designer and the founder of M.A.R.S. who is the main villain in the early part of the film. Irish actor David Murray was originally cast as Destro, but was forced to drop out due to travel visa issues. Murray was later cast as an ancestor of James McCullen in a flashback scene. Sienna Miller as Ana Lewis / Anastascia DeCobray / the Baroness: The sister of Cobra Commander and a spy. Years earlier, the Baroness was going to marry Duke, but he left her at the altar, due to his guilt over her brother's apparent death. Miller auditioned for the part because it did not involve "having a breakdown or addicted to heroin or dying at the end, something that was just maybe really great fun and that people went to see and actually just had a great time seeing." Miller prepared with four months of weight training, boxing sessions and learned to fire live ammunition. She sprained her wrist after slipping on a rubber bullet while filming a fight scene with Rachel Nichols. Lee Byung-hun as Thomas Arashikage / Storm Shadow: Snake Eyes's rival; both were close members of the Arashikage ninja clan. Lee was unfamiliar with G.I. Joe because the franchise is unknown in South Korea, but Sommers and Bonaventura told him that it was not necessary to watch the animated series to prepare for the role. Lee was attracted to Storm Shadow's "dual personality", which he stated has "huge pride and honor". Brandon Soo Hoo as Young Storm Shadow Arnold Vosloo as Zartan: A disguise expert who serves Destro. This is Vosloo's third collaboration with Stephen Sommers. Kevin J. O'Connor (cameo) as Doctor Mindbender: A scientist in McCullen's employ who developed the nanomite technology. This is O'Connor's fourth collaboration with Sommers.

Other characters Jonathan Pryce as the President Grégory Fitoussi as Daniel DeCobray / the Baron: The husband of the Baroness. Gerald Okamura as the Hard Master: Snake Eyes and Storm Shadow's ninja master. Fahim Fazli as Camel handler

Production Development 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.