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Dr. Mindbender (Rex Lewis) creates his ultimate wepon; Serpentor, a huge snake, while he also overthrtows the Commander and takes control for himself. The Baroness defects to the G.I. Joes after the death of Destro to fight Cobra. Jinx returns to Snake Eyes' side. Zartan inflitrates Congress as the U.S President and outlaws the G.I. Joes. The final struggle has begun.
Sam Worthington - Duke
Ray Park - Snake Eyes
Eliza Dushku - Scarlett
Andrew Lincoln - Flint
Rose Byrne - Lady Jaye
Michael Jai White - Roadblock
Harrison Ford - General Hawk
Mads Mikkelson - Cobra Commander
Robert Carlyle - James McCullen/Destro
Angelina Jolie - Ana Lewis/The Baroness
Tom Hardy - Alex Lewis/Doctor Mindbender/Cobra Commander
Vernon Welles - Major Sebastian Bludd
Richard Armitage - Zartan