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The film is set in the near future and follows Duke (Channing Tatum) and Ripcord (Marlon Wayans), two elite soldiers in a NATO special forces unit. Their mission is to escort four advanced warheads containing nanomites —microscopic robots that can eat any metal or material on contact. The warheads are being delivered by weapons dealer James McCullen (Christopher Eccleston), the head of MARS Industries.
The mastermind isn't McCullen but his partner, The Doctor (Joseph Gordon-Levitt). He is actually Rex , Duke's best friend and Ana's brother, presumed dead in a past mission. Driven insane by his injuries, Rex now wears a metallic mask and controls the Baroness. He plans to launch the nanomite warheads at major cities to force world governments to submit to his rule.
On route, their convoy is attacked by a mysterious, highly skilled villainess, the Baroness (Sienna Miller), and her team, including the masked enforcer Duke (no relation—different character). They steal the warheads. Duke and Ripcord are saved by a mysterious, high-tech team: G.I. Joe .
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