Weapons expert James McCullen has created a nanotechnology-based weapon capable of destroying an entire city. His company MARS sells four warheads to NATO, and the U.S. Army is tasked with delivering the warheads. Duke and Ripcord are delivering the warheads when they are ambushed by the Baroness. The two are rescued by Scarlett, Snake Eyes and Heavy Duty. They take the warheads to the G.I. Joe's command center, rendezvousing with General Hawk. McCullen is revealed to be using the same nanotechnology to build an army of soldiers with the aid of the Doctor. Storm Shadow and the Baroness use a tracing device to find the weapons and take them to Baron DeCobray for him to weaponize and use them to destroy the Eiffel Tower. The Joe's pursue them through the streets but are unsuccessful in stopping them from launching the missile. Duke manages to hit the kill switch, but in doing so he is captured and taken to McCullen's base under the Arctic. While Scarlett and Snake Eyes attempt to shut down the Arctic base, Duke learns who the Doctor really is.

MPAA rating: PG-13; strong sequences of action violence and mayhem throughout.

Based on Hasbro's G.I. Joe characters.

Special features: Director/producer commentary.

Director of photography, Mitchell Amundsen ; editors, Bob Ducsay, Jim May ; music, Alan Silvestri ; production designer, Ed Verreaux ; costume designer, Ellen Mirojnick.

Adewale Akinnuoye-Agbaje, Christopher Eccleston, Grégory Fitoussi, Joseph Gordon-Levitt, Karolina Kurkova, Byung-hun Lee, Sienna Miller, David Murray, Rachel Nichols, Kevin J. O'Connor, Gerald Okamura, Ray Park, Jonathan Pryce, Dennis Quaid, Saïd Taghmaoui, Channing Tatum, Arnold Vosloo, Marlon Wayans.

DVD, widescreen; Dolby Digital 5.1 surround; region 1, NTSC.

English, dubbed French or dubbed Spanish dialogue, English, French or Spanish subtitles; closed-captioned.