Author's Note:

This story was my attempt at getting some closure on the original 1982 - 1994 Marvel G.I. Joe comic book, while simultaneously incorporating Joes released at the time. Written in spurts over the course of 2000 - 2001, the character line-up and uniforms accordingly correspond to the figures released after the end of the original 3 3/4" run until the time of writing, namely 1997 - 2001. Something to keep in mind when reading.

I started this story after thinking up dialogue when bored during high school classes. This was my first attempt at any sort of fictional writing, so let this serve as a warning before investing yourself in the time to consume this thing. I'd like to think this is still readable, but honestly, I don't know. I'm afraid to read it now! I can tell you this, though: I was writing pages at a time as the story came to me. Except I'd only get a few pages at a time. It would be months before I could think of what to write next. I had no ending in mind; I was just writing what popped into my head. It was actually kinda fun - strokes of "brilliance" followed by weeks of nothingness. Not quite sure what my ego was feeding off of at the time, but I liked being able to have so much story pop into my head.

Then came news of Devil's Due's acquisition of the Joe license. I figured I'd better finish this story up before it became outdated. So if the ending seems a bit rushed, well... it was. I can't even remember if I got this story done before the first issue of Devil's Due's Joe comic hit.

Chapter 1

"This is Chameleon."

General Tomahawk stood in his briefing room with two of his G.I. Joe operatives: Snake-Eyes and Storm Shadow. A woman dressed in black leather with red highlights stood next to him. She sported a Cobra insignia.

"She's the Baroness' half-sister," Abernathy continued. "She's volunteered for a mission to replace the Baroness."

Snake-Eyes sat silently. By comparison, everybody else was talkative. Storm Shadow spoke up. "Why does she look so much like the Baroness, Hawk?"

"It's Tomahawk, Thomas. She looks like the Baroness because she underwent extensive plastic surgery. This infiltration can't be blown because her make-up washes off."

Chameleon spoke up. "I've taken military training and read all the dossiers on known Cobra agents. I'm up to the job."

Storm Shadow replied, "We'll see."

General Tomahawk spoke up. "The files I've given you explain the mission in further detail. Storm Shadow, Snake-Eyes, you two are dismissed. Chameleon, take a walk with me."

Snake-Eyes and Storm Shadow left. Tomahawk and Chameleon proceeded down the hall outside the briefing room.

"Why is this place so bare?" asked Chameleon. "I thought this was a well-funded operation."

"Was is the key word. When we shut down seven years ago, a lot of our personnel and vehicles moved to other units. We now have only a handful of soldiers and vehicles. A few tanks, a couple of planes, some motorcycles, rafts, and helicopters are about it. We might even have to borrow some vehicles from other bases. Fortunately, Cobra is in much the same state of decay. A major source of funds pulled support and went into business for himself. That didn't end well. However, Cobra Commander is adept at making money, so much so that he's a threat again. That's where you come in."

"Me?" Chameleon asked.

"Who else? The Baroness is close enough to the Commander to find out how he's making money."

"I thought that Cobra Commander couldn't trust the Baroness."

"This is where our intel becomes interesting. One of the last times G.I. Joe faced Cobra was at a castle in Trans-Carpathia. Destro, Baroness, Zartan, and Storm Shadow all seemed to return to Cobra. Even Cobra Commander's estranged son, Billy, joined his side. Snake-Eyes felt this change of allegiance came from brainwashing."

"How could Snake-Eyes tell you that?"

"He can write, you know."

"Oh, right."

"About a year later, Storm Shadow appeared at Snake-Eyes' cabin in the woods. I know, you read in the file it was destroyed by Cobra. His retirement pension helped pay for the rebuild. Another Joe was living with Snake-Eyes: Shana O'Hara, codename Scarlett. She answered the door.

"Storm Shadow looked like he had been through Hell. And he wasn't alone. He had taken prisoner Dr. Mindbender and Zartan. How he made it through customs I'll never figure out. Anyway, this helped spur the reorganization of G.I. Joe. I was called back to recruit as many Joes as I could. Many declined; they'd started families or were too old to keep fighting. Some I couldn't even find. The rest jumped on board. A whole year passed at one point before I could get more Joes. Since then, Cobra has grown. So has G.I. Joe."

"But you're still lacking that extra advantage, aren't you?" came Chameleon's reply.

"Right. Our intel is better than ever, technologically speaking. But our implementation of spies leaves something to be desired. You know what comes next."

"Me. But why now? I had this surgery years ago, when the Baroness had that accident. Why do you need me now?"

"We waited for the right time to insert you. After the accident, Baroness fell out of favor with the Commander. Her allegiance then started to sway, to the point where she left Cobra."

"But now she's back."

"Correct, and from what we've gained from interrogation of Mindbender and Zartan, she's there against her will. I hope to swap you out with the Baroness and see what we can do about her."

"While I'm in the lion's den poking the alpha male with a stick."


"Well, I'm flattered, Hawk."

"It's Tomahawk. A computer crash caused - ah Hell, just call me Hawk. I like it better anyway."


Chapter 2

G.I. Joe found Cobra. Raiding a weapons plant. In the fray, Baroness was separated from the main force. She wore a blue bodysuit, similar in design to that of Chameleon.

"Careful, you fools!" she yelled. "Those two Joes are ninjas, codenames Snake-Eyes and Storm Shadow!"

She was too late. Her little troop of Vipers and Cobra Troopers were already dead.

"Storm Shadow, you traitor!" she said. "We meet again. And Snake-Eyes, my inspiration for terrorism. You're here, too."

The Joes stood their ground. Storm Shadow spoke. "I thought Destro told you Snakes here wasn't responsible for your brother's death."

"Destro is a fool governed by the brainwashing of Cobra Commander! I am my own woman!"

Those brainwashed by Mindbender's creations generally thought themselves acting in their own mind. Knowing others were brainwashed put a new spin on things.

"Oh, and Storm Shadow?" Baroness smiled that evil smile. "Broca."

Strom Shadow faltered in his step. Snake-Eyes thought he looked dazed, which is hard to see when his face was covered with a white mask. Storm Shadow's whole uniform looked remarkably like his first Cobra uniform, save for a black spotted pattern and gray wrappings. Snake-Eyes sported a new uniform, complete with G.I. Joe logo on the left leg. It was a step above his previous two, which reminisced of his first black uniform.

Out of the darkness behind the Baroness came Chameleon, chloroform-soaked rag in hand. She covered it over the Baroness' nose and mouth. A moment later, the Baroness de Cobray lay on the ground, unconscious.

Chameleon cursed to herself. Her uniform was different in color than the Baroness'.

"Snake-Eyes! Storm Shadow! Get out of here. I'll regroup with you at the LZ and then make my way into Cobra's ranks!"

The two ninjas seemed to fly as they made their way to the trees surrounding the armory. When they entered the surrounding forest, they drew their blades. An instant later, Night Creepers, dressed in white, jumped from the trees. Soon blades crossed blades, kicks hit chests, and Night Creepers fell left and right. Storm Shadow was encircled by the hired accountants with dangerous amounts of martial arts training.

"Snake-Eyes! Make for Wild Bill! I'll be there later!" Snake-Eyes looked back. He seemed unsure.


Reluctantly, Snake-Eyes made his way out of the fight to the awaiting Locust that would be their escape.

Chameleon was there waiting for him. Wild Bill had already strapped in Baroness into the rear seat. She was still unconscious, but she was dressed only in her underwear and leggings. Chameleon wore the blue uniform.

"Where's Storm Shadow? Never mind, he should be able to be here before you have to leave. I changed into Baroness' uniform and stuffed mine into the backpack I took from a dead Viper. It's a little tight around the chest, but I'll live." She looked around anxiously. "I've got to get going."

Apparently, the battle with the Night Creepers allowed Chameleon to sneak out relatively easily.

"The Cobras are amassed over that hill. I'll meet up with them there. I'm out of here!"

She made for the hill. Snake-Eyes watched her as she left. Suddenly, Ace's voice broke over the radio. He was flying overhead in the Conquest.

"Wild Bill! I have a visual of what looks like a whole brigade of Cobra Troopers surrounding you! Get out of there!"

"Snake-Eyes! Let's go, pard! Storm Shadow can make it back by himself!"

Snake-Eyes grabbed hold of a skid and the Locust took off just as the Cobra Troopers' bullets began to whiz by.

* * *

Chameleon could feel her heart racing as she neared the Cobra fallback point. She could already see the outline of Cobra Commander in that ugly battle armor.

"Baroness! How good of you to join us! I was beginning to worry."

Chameleon merely nodded in reply.

"May I reintroduce you to my new bodyguard? His name is Arishikage."

Chameleon gasped as her heart sank. His new bodyguard was Storm Shadow.


Chapter 3

Chameleon didn't know which was worse: the fact that Storm Shadow had yet again defected to Cobra or that Storm Shadow had not yet exposed Chameleon. For the past month she had been waiting in anxiety for some Cobra Troopers to barge into her room in the middle of the night and throw her in some dungeon. What was he waiting for?

* * *

Snake-Eyes sulked. For a guy that didn't communicate much to begin with, few people noticed. Scarlett picked up on it, though. 

"You're acting like you did when you thought Storm Shadow was dead," she stated matter-of-factly. "From what I understand, it's the brainwashing that caused Storm Shadow to join Cobra. It's not really Tommy. He's acting against his will."

Snake-Eyes remained silent. Stalker walked up to their table in the mess hall. He had overheard Scarlett talking.

"Hey man, we'll get Tommy back. If it comes down to it, we'll use the whole team to retrieve him. Joes don't leave their own behind."

Snake-Eyes stood up and left.

"Was it something I said?" Stalker asked.

* * *

Chameleon made her way from her cell to the main throne room. Cobra Commander had summoned her. As she walked down the halls, she prepared herself for what would most certainly be her death. As she moved she noticed that Hawk was correct. Cobra was indeed in decay. There were hardly any specialty Vipers anymore, and even the hired mercenaries seemed amazed at Cobra's reduced status. She surmised that Cobra Commander had probably made a lot of favors to get Firefly to rejoin. The Commander did try to kill him. 

She passed Vypra in the hall. Vypra was the Rattler 4WD driver from Louisiana who had a nasty attitude to match her nasty moves with a blade. In the month Chameleon had been in Cobra, Vypra had called her a female dog more times than she could remember.

Chameleon entered the main hall. Cobra Commander sat on his throne in the middle of the far wall. Storm Shadow flanked him to his right. Cobra Commander no longer wore his ugly blue battle armor. He claimed the stuffy tin box reminded him too much of an enemy of his. Instead, he wore a dark blue hooded suit, something that seemed appropriate to wear around foreign dignitaries or ambassadors. Strom Shadow, too, had changed uniforms. What he now wore more closely resembled his uniform from his Ninja Force days. Save for his black face mask, his clothes were completely white, with a sickening Cobra emblem emblazoned on the chest.

Destro was also in the hall. Though Chameleon knew he and the Baroness shared a history together, he had evidently not tried to rekindle the flame.

"Baroness," Cobra Commander spoke. "I have heard some troubling news."

Chameleon prepared for the worst. It wasn't helping.

"Apparently our Joe agent," the Commander chuckled as he glanced at Storm Shadow, "has discovered the Joes' next plan of attack! General Hawk will be leading it himself. How noble."

Chameleon sill had not been discovered, but now she needed to warn Hawk of the information leak. Somehow Storm Shadow had infiltrated the Joe base, discovered the plans, and escaped without detection. This was no small feat. Chameleon knew Storm Shadow was good, but she hadn't suspected he was that good.

Chameleon needed to contact Dial-Tone or Breaker or somebody. When she was dismissed, she headed back to her room. She closed the door and pulled out the phone from her backpack. She needed to get out of the castle, far enough away from prying ears. Being in Trans-Carpathia complicated matters. The main road was heavily guarded, and the castle itself sat perched atop a cliff. The easiest way in or out was by air transport, and Chameleon didn't have a spare helicopter handy. However, the Baroness had certain privileges to which Chameleon intended to make full use.

Vipers guarded the main road. But Vipers were unlikely to prevent the Baroness from taking a Rattler jeep out into the country for a drive. When Chameleon got far enough away form the castle, she activated her digital phone. With all the mountains in Trans-Carpathia, a cell phone was impractical. She dialed a secure number to Joe headquarters.

"Jojo's Pizza. This is Alvin speaking. Delivery or take-out?"

"How about dine-in?" Chameleon replied.

"Alright, Chameleon, what have you got for us?"

"Breaker, Cobra Commander knows your plans." She continued to relay all the information she gathered in the throne room. She was too distracted to see the ninja in white hiding in the trees behind her. Storm Shadow was watching, and he didn't like what he saw. 


Chapter 4

"The attack didn't go quite as well as I planned," thought Hawk in his cell. "Things seemed to go too well for the Cobras. We must have a leak, but who would betray us? Could Storm Shadow have known?"

Hawk replayed the events of the day before in his head.

* * *

"First Sergeant Conrad S. Hauser, reporting for duty, sir!"

"Good morning, Duke. Oh, you've got a new uniform. Good, I was beginning to think you were colorblind."

Duke's new uniform was a green camo pattern, a far better look than his previous pea green shirt and God-knows-what-this-camo-is-for pants with red boots.

"The new Joes Side Track and Whiteout are in the barracks. Big Ben just arrived this morning form London's Gatwick Airport," Duke said. He paused, and then smirked.

"What?" Hawk asked.

"Snow Job's saying Whiteout copied him." Duke laughed.

Hawk merely rolled his eyes. "Alright then, Duke. Here's our attack plan. You lead a diversionary force straight up the middle to the bridge in front of the castle. I'll be commanding a separate attack team that will exit Wolkekuckuckland five miles west of the border crossing. Hopefully we'll end up right behind the Cobra forces and box them in. From there, we'll assault the castle. You got that?"

"Sir, yes, sir."

"Chameleon says a certain one-eyed mercenary with a penchant for bad poetry has arrived at the castle. Be careful, Cobra's rearming themselves. Have the new Joes been briefed of our current status?"

"Yes, Hawk. And they're ready to fight."

"Good then. Let's do it."

Only Hawk's force never met up with Duke. A mile from W-land's border, a regiment of Vipers stood their ground, guns at the ready. From the nearby mountains, Rock Vipers came running. Cobra Rages surrounded the Joes, Trouble Bubbles filled the sky, and Stalker uttered an explicative that summed up the situation.

"Oh, shit."

Cobra opened fire.

In the ensuing chaos, Hawk ordered Stalker to move out as quickly as possible. He told Breaker to warn Duke. Suddenly, a H.I.S.S. III broke through the trees behind them and the gunner shot Hawk in the arm. The momentum of the bullet threw Hawk off the MOBAT he stood upon. He hit the ground with a thud. When he came to, Major Bludd stood above him with a gun at his face.

* * *

"And that's how I ended up here," thought Hawk.

* * *

Back at the Joes' base in W-Land, the warriors licked their wounds. Stalker asked Duke about the casualties.

"Most of us have minor wounds. Iceberg and Torpedo are in the infirmary getting bullets pulled out of them."

Stalker lamented, "It wasn't their terrain."

Duke replied, "True. Zap's got a broken arm, and Dusty has a nasty gash in his leg from a Night Creeper. Sidetrack's complaining of limited movement in his neck."

"Any dead?" Stalker asked.

"No, but we have two missing: Hawk and Breaker."

"Breaker, huh? Hope he's not dead. It was hard enough the first time."

"Yeah, but he survived and got secretly holed up in a military hospital in Europe."

Stalker paused. "Were you certain the hospital was in Europe?"

"Yeah, why?"

"How did he get lost in Trucial Abysmia and end up in some military hospital in Europe?"

"I don't know, but his medical records checked out."

"Those can be forged, Duke."

"What are you suggesting?"

"I don't know, but I want the phone number to that hospital. Where's Dialtone?"

* * *

Two days passed before Dialtone was able to find the number of Breaker's hospital. Stalker took Dialtone's phone and called.

"Dr. Hundtkinder's office. Who ---" Stalker hung up.

"Dialtone, go tell Duke that we have a security breach. Breaker is a traitor."


Chapter 5

"Before Hawk got captured, he managed to get some more Joes back, along with some new recruits," Stalker stated. "But they won't be here for more than a month. Until then, who we have are who we use. We'll have to recall Chameleon; she's in danger of exposure. And what the Hell is up with Storm Shadow? We figured he was the info leak, but it turns out to be Breaker? What is Tommy doing?"

Stalker received no reply; only the outline of a grimace beneath the mask Snake-Eyes wore. Scarlett, however, spoke up.

"Maybe Storm Shadow knew something we didn't. Maybe he felt he could more easily infiltrate Cobra than Chameleon. Or maybe the brainwashing did take him over again, and he hasn't gotten around to telling Cobra Commander about her. I know it sounds a little naïve, butů"

Stalker and Snake-Eyes were both staring at her. Scarlett sunk into her seat.

"Never mind," she mumbled under her breath. Then at normal volume, "At any rate, we have to find out what's going on. Can't we get Dialtone to access some spy satellites or something?"

Dialtone interrupted, "I'd like to, but Breaker did more than just operate the phone lines. He came up with a computer virus, nasty little one too. I'm blocked from everything besides in-base communications. Fixing the problem could take weeks!"

"We don't have that much time, Dialtone," Stalker said. "We'll have to do this blind."

* * *

Cobra Commander leaned over so that his hood practically touched Hawk's face. Underneath the fabric, he smiled. But since this was an interrogation, the Commander couldn't lead on that he was having a good time. At least, he thought that at the beginning.

"You know, Hawk, I rather like watching you sweat. It makes me feel all warm and fuzzy inside. To know my enemy has finally succumbed to my power, it gives me such a rush. I feel like Vince McMahon after he purchased the WCW!"

"What the Hell are you talking about?" Hawk spoke through gritted teeth. He didn't know much about professional wrestling, except that he didn't like the analogy. The whole idea of being compared to a bunch of sweaty guys in tights didn't settle well with him. He didn't really like the idea of "don't ask, don't tell" much, either.

Cobra Commander stepped back and raised his arms in the air. "I wouldn't expect you to know much about the WWF, Hawk. All that foul language and all those grudges, it gives out so much worthless tripe over the airways. I positively love the fact that it's more popular than ever!"

"Typical that you would be so easily amused by the same old hackneyed storylines," Hawk retorted defiantly. "I thought you were more mature than that."

Cobra Commander lunged in his face. "I may be immature, but I'm not the one tied to a chair in the middle of my enemy's base. You should have known it was hopeless to resist Cobra. Even my son, Billy, found that out. Now he serves me unquestioningly. You and your G.I. Joe team have been an annoyance for too long."

"Now you're sounding hackneyed." Hawk managed to smile through his pain. The blood tricking from the cut by his eye seeped into his mouth. He had tasted that metallic taste for a good hour now, so he didn't feel quite so annoyed when Cobra Commander punched him in the gut this time.

"Still insolent! How can you resist for so long?"

Hawk didn't get a chance to answer. The castle's alarms sounded, and the sound of shuffling feet came from outside in the halls. A Viper came into the interrogation room running. He spoke to the Commander. 

"Storm Shadow, the Baroness, and Billy are missing!"

"What?!" Cobra Commander exclaimed. "This is an outrage! A conspiracy! Where is Destro? Has he gone, too?"

The Viper replied, "No, sir. He is still in his quarters, sir."

Hawk smiled. "Looks like your little speech about loyalty wasn't worth a damn!"

"Quiet!" Cobra Commander yelled. He punched Hawk on the shoulder where the bullet went. Hawk yelled out in agony as he and his chair fell over. The Commander and the Viper ran out of the room, leaving Hawk in the dark.


Chapter 6

Storm Shadow, Chameleon, and Billy ran like Hell down the access road leading into the Silent Castle. The three just barely made it to the treeline before the rest of Cobra caught on. 

"Wait!" Chameleon screamed. "We have to go back for Hawk. He's still in there!"

"I have every intention of returning," Storm Shadow calmly replied. "I only came out this far so I could lure out HIM!"

As in reply to the unasked question of "Who?" bullets came whizzing from the trees above. A moment later, Firefly dropped from the trees. Storm Shadow and Billy both drew their katana blades in anticipation.

"Chameleon, keep going!" Storm Shadow shouted. "Get to safer ground. See if you can't still contact the Pit. Tell them about the new Vipers!"

Chameleon ran just as the three men converged. She could here the sounds of the fight for a good time after she left. When she paused for breath she noticed blood on the back of her shoulder. It wasn't hers. But before she could continue, Snake-Eyes appeared in front of her. She met up with the main assault body of G.I. Joe a few minutes later. Chameleon immediately went to Stalker and Duke for debriefing.

"Breaker is the traitor. I don't know how or why, but he is. Storm Shadow thought now was the best time to be going, since I could be exposed at any minute. He wasn't brainwashed. He simply followed along so he could get Billy back. He went back for Billy!"

Stalker spoke up. "We already know about Breaker, but we suspect he's not exactly in his own mind. But we weren't sure about Storm Shadow. Thanks." Nearby, under his mask Snake-Eyes smiled.

"There's one more thing. Cobra's gotten more specialty Vipers. Sub Vipers, Shadow Vipers, Fast Blast Vipers, and Laser Vipers. Each regiment is small right now, but still a threat. I would've told you about them sooner, but I couldn't contact the Pit...."

Duke spoke this time. "Yeah, that was Breaker's little going away present."

"Well, now that we've got some intel," Stalker said, "let's do this thing!"

* * *

Cobra Commander and Destro stood in the main throne room.

"I need a situation report!" the Commander screamed. "Shadow-Vipers! Why are these three escaping?!"

Destro finally spoke. "It is not the Baroness now nor ever was. The Baroness is brainwashed, unable to shake her loyalty to Cobra. The only one who could was Storm Shadow. He could have brought her out of her programming, but it is highly unlikely. The Joes have no strategic importance for her. Even if they did, she would foolishly insist upon saving me as well. Before you brought her back to her senses, she thought she loved me! Ha!" Destro put his hand to the chin of his beryllium mask. He pondered a moment. "But then, who is this remarkable facsimile?"

A Shadow-Viper advanced. "Cobra Commander, Firefly is currently fighting Storm Shadow and Billy at the end of the access road! The Baroness has disappeared from our sights and there are reports of Joes in the area!"

"WHAT?!?!" an irate commander shouted. "Get me Breaker!"

A moment later, Breaker entered the main hall. "You called for me, Cobra Commander?"

"Yes, Breaker, dear friend," the Commander said. "Apparently your friends, the Joes, have decided to attack us... We were- no, I was hoping you could maybe help us fight them off...." Destro could barely stand Cobra Commander's brown-nosing.

"Well, if I recall correctly, the Joes would attack in small groups on a terrain like this... they would want to rescue Hawk... so they would send a force climbing up the cliff behind the castle... and they would avoid air cover so as not to attract attention from neighboring countries."

"Good, good, Breaker," Cobra Commander said. "I can tell you will be a vital part of this organization. Deploy the Vipers so as to rectify the situation. We want as little men used as possible. We can't afford many deaths from the payroll. They cost too much to train!"

Instead of two small forces coming in opposite directions, the Joes simply charged en masse down the main access road. The small amounts of Vipers, Infantry troopers, and Officers were quickly overrun.

Stalker asked Duke in the fray, "How did you know this would work?"

Duke replied, "Well, Breaker expected us to do the sensible thing. So I decided upon the opposite." Stalker stared back at him in astonishment.

A wounded Storm Shadow and a seriously injured Billy appeared from nowhere just as the Joes were about to break into the castle. Strom Shadow said that when he and Billy fought Firefly, Firefly managed to stab Billy. When Storm Shadow pulled Billy out of reach, Firefly ran away.

Suddenly, Trouble Bubbles appeared from the roof of the castle. Nobody really worried as Wild Bill in the Locust and Ace in the Conquest could easily pick them off with some heat seekers. The Joes stormed the castle.

Nobody was inside save for Hawk in the dungeon and Breaker dazed in the throne room.



Stalker told Hawk the news. Cobra escaped by rappelling down the cliff to the river below where Wave Crushers and Man-O-Wars took them away. The Joes found most of the rank-and-file Cobra members still waiting to get to safety and captured many. However, seeing as how Joes had no jurisdiction in Trans-Carpathia, most people got out of jail. Cobra Commander was the first to escape down the river.

"Storm Shadow used that weird mind-set thing to bring back Breaker. Apparently, he'd been under the brainwave scanner's effects since that war in Trucial-Abysmia. There's no telling what psychological damage he may have endured."