The film opens in France, in 1641. The Scotsman Klan McCullen has been accused of selling weaponry to both the Scots and French. Rather than being executed for treason, the jury brands his face with a white-hot mask in order to humiliate him. In the near future, weapons expert James McCullen (Christopher Eccleston) 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 (Channing Tatum) and Ripcord (Marlon Wayans) are delivering the warheads when they are ambushed by the Baroness (Sienna Miller), who Duke recognized to be his ex-fiancee Ana Lewis. Duke and Ripcord are rescued by Scarlett (Rachel Nichols), Snake Eyes (Ray Park) and Heavy Duty (Adewale Akinnuoye-Agbaje). They take the warheads to The Pit, G.I. Joe's command center in North Africa, and upon arriving rendezvous with General Hawk (Dennis Quaid), the head of the G.I. Joe Team. Hawk takes command of the war-heads and excuses Duke and Ripcord, only to be convinced to have them join his group after Duke reveals that he knows the Baroness.