Disclaimer: I do not own G.I Joe that belongs Hasbro. I'm only a fan with too much free time on their hands.

Summary: Zartan sends his sister Zarana to free Cobra Commander and Destro. Upon entering Cobra's hideout, Zarana finds her former teacher Storm Shadow recovering from his injuries…old feelings resurface, as do old rivals. It's a fine line between love and hate. Storm shadow/Zarana.

His Best Student

Chapter 1

"The first day"

It was around one-thirty A.M when her fraternal twin brother Zandar handed her the cell phone. On the other end of the line; was their older brother Zartan. The conversation was short and sweet, Zarana had been waiting for this call for some time now, ever since news of the Doctor and McCullen's arrests had reached her and Zander. Zartan had phoned ahead days after the arrests were made, letting the twins know that they would be needed again- and that they might be infiltrating a high security prison at that. Zandar scoffed upon hearing that and muttered to Zarana that Zartan was making things too easy for them.

Zarana laughed at her twin. It did in fact sound like an easy job, compared to what they had done in the past. Zarana and Zandar worked for McCullen faithfully up until last year. It was Zarana who had wanted to part ways with her employer, Zandar had not wanted to leave such a high paying gig but he was faithful to his twin. Zartan stayed behind of course, he had no reason to leave, and he had laughed at her when she let him know why she was leaving McCullen's employment. He had called her a stupid, jealous brat, and that she would have to learn to get over things, to deal with her personal problems. To humor her older brother, Zarana let him know that she would come back and serve McCullen only, she had emphasized the IF, and only if it was truly worth her while.

Well, now that Zartan was sitting in for the good ol' President of the U.S of A, the opportunities that would arise from this were just too good to pass up. Even if it meant running into her old teacher…the thought of him would usually make her skin crawl and her face scrunch up into a scowl. . Why this reaction? Zarana had a diary full of answers for that, The scowl? For the bitch who had so easily taken over her spot, who had stolen her favor in his eyes. Zarana admired her teacher so, he must have known, and he had looked her over for that brunette bimbo in leather.

"Brother says that Storm Shadow might be dead. And the Baroness? Zartan says she's sided with the enemy, I don't think you have anything to worry about sis." Zandar casually mentioned on the drive to the prison "and even if they were around…come on! Think of the doe we'll make!"

"Yeah, we'll make a bundle." Zarana was in the backseat, her twin was at the wheel driving a blue minivan, although a boring and ugly vehicle, Best place to hide was in plain sight. She was changing into her disguise; with short bubblegum pink hair she stood out, ironic really since trade was to stay out of sight. Zartan had told them what to get, and what to use. The rest was up to her and Zander.

No complaints there.

"I wonder what McCullen thinks of his girl now." Zarana snorted "She was two-timing her husband, and now she dumped the boss too, I warned them all…I did!" Zarana added angrily, Zander chuckled. He found it funny that Zarana hated Ana, The Baroness. He found it high school-ish too.

"What about your teacher? You happy he might be dead? I mean your all giggles over the Baroness, but what about him?" Zandar had been tempted to ask his twin sister that for some time now, he knew that Zarana was angry at Storm Shadow for some reason, though she had never bothered to tell him why-even if he was her fraternal twin brother.

Zarana paused.

"I Hope he's gone" Zarana replied in a relaxed tone, something in her voice betrayed her, But zander was not about to go and ask her why, he didn't want a black eye right about now. Though he was still curious.

"Funny how you say gone and not dead." That was as close as he could get to berating her about the missing Ninja; Zandar said nothing else as Zarana put on a wig.

Zarana fought back the urge to insult her brother. Mostly because he had struck a nerve, sure she wanted Storm Shadow gone, but did she want him dead?.

Though she would never admit it out loud, privately her answer to that would most definitely have been a no.

As she changed into her clothes, she though back to when she had started working for McCullen; back when she had first met his hired gun. She wasn't old, only twenty-four, but when she had met her former master she was about seventeen, Zartan had introduced her and Zandar into the world of crime years prior, and not one of the three siblings ever wanted to go straight after accumulating such wealth in their con jobs. It was actually Zartan who had taught her how to disguise herself, how to take someone identity.

Before choosing the life of a criminal, Zarana had wanted to become an actress. She and Zandar had even enrolled in a theater junior high school. Zarana had been complimented in the past that she could join the Hollywood a-listers one day, it was her convincing acting abilities that had prompted Zartan to recruit her into his money making schemes. It was McCullen who originally approached her elder brother to join his cause, Zarana did not know all the details, but McCullen had wanted all three of them. McCullen admitted that he found their "talents" useful and critical to his cause. The price was right, the housing would be taken care of, and the thought of working international espionage just seemed so titillating.

Zarana was an adventurous girl, how could she pass it up?. Though there was only one problem: She had no military skill, no fighting skills, she had never even shot a gun. Up until that point; Zarana had left the physical stuff up to Zandar and Zartan, the killing and the roughing up part of a mission was their job, Zarana usually served as the distraction. Her hair was auburn at the time, she had always worn it short so that she could wear wigs, she was plain in the eyes of her superiors then, but useful.

"Your brother is up to par Zartan, but your sister…She needs work." Zarana overheard McCullen state fiercely "I could use her, Society rarely suspects a woman when it comes to this sort of thing. But I will not waste man power to keep her safe, she'll have to learn to watch after herself."

Although selfish, her brother was still protective of her and Zandar, Zarana knew that Zartan would not accept putting her in harm's way.

"That's why she always works with me or Zandar, we get the job done, the three of us." Zartan argued. McCullen scoffed.

"I can't have the three of you working together always, I may need to send you all to different cities at the same time. Your family skill is going to be needed. Besides, is that what you want? A needy woman following you everywhere? Even if she is your sister?" McCullen taunted Zartan, Zarana knew that that would upset her brother, but Zartan only scowled.

"What do want to do then? If you want my sister to work for you, what do you plan on doing?" McCullen, relaxed his posture as Zartan asked this question, his face was calm and stoic as he faced the eldest of the three impersonators.

"There is someone working for me. He's skilled, a gifted assassin…I will have him train her, he has attempted to teach a few of my agents, but he loses patience with men quickly. Maybe he'll be a little more tolerant with a woman." McCullen laid out his plans, Zartan did not like it, the thought of Zarana training with some man alone without neither he or Zandar present bothered him. Zarana was the one who told her brother that she would do it, she wanted the money they all did.

A week later, McCullen removed Zarana from Zandar and Zartan's care. Zandar was furious about this at first, as the two were rarely separated. Twins, fraternal or identical are usually close, Zarana often felt incomplete without hers-but the two knew that this was to benefit them all

Some foot soldier ended up escorting her to her destination, it was in a submarine of sorts, more like an underwater speed boat as she had not known the name for it yet. Zarana remembered how smooth the craft traveled under water, no bumps or shakes of any sort to frighten her. The speed was incredible, she had hardly felt that they were racing through the ocean at a 180 mph; the technology impressed her, it made her eager to see what other gadgets McCullen had in storage. Within an hour or two, the sub had sharply turned and sprung up to the surface, it stalled for a minute or too. Before the sub began to head in the direction of shore.

Zarana had not recognized the sight, even though she had traveled to many places in her life. She was dropped off on some rocky cove, the land was grassy, but yellowish and dying- wet from the spray of the ocean mist, there were many trees behind her, but no road. The driver had carelessly thrown her belongings to the ground.

"Hey! That's Louis vuiton! It's super expensive!" she'd shouted at her escort.

"I'm sure you stole it." The driver replied before turning his back on her.

'I did, but that's not the point' Zarana rolled her eyes as she thought this, turning her own back on the man, she took another look at the area and inspected her surroundings "So where am I supposed to go? Who am I meeti-" Zarana stopped short and quickly turned around at the sound an engine roaring, she was horrified to find that her escort was already departing.

"HEY!, HEY!!!!" she shouted but to no avail, the sub was heading back out into the ocean. "You guys are just leaving me here? That's bullshit! What if something happens to me!" She screeched at the top of her lungs. Zartan and Zandar would be so angry if they heard of this, she knew that for a fact.

"Bastards…" Zarana muttered and kicked the dirt, mist was spraying her face and wetting her luggage, she was wearing an expensive bubble coat, but it wasn't warm. She was sure she was going to get sick from this. This whole drop off seemed dramatic to her, who was she waiting for anyway?. She stood and waited for half an hour, her attitude had turned sour by this time, she was getting crankier by the minute, and her hair was frizzling from the ocean air.

She was tempted to head into the wooded area to see if she could find some sort of main road when she heard the sounds of propellers thundering in the air. Tilting her head back to look up at the air, Zarana saw a black heavy looking helicopter, a wave of relief flowed through her. Good old McCullen hadn't abandoned her here after all. She stepped back as it began to descend, landing several feet away from her. Zarana covered her eyes with a scarf that she was wearing to shield herself; from the gust the propellers were creating. She expected them to stop, but they did not, the door slid open, it was evident that this was going to be a quick pick up and that she would have to hurry on board.

Zarana never traveled light, her disguises were in her luggage, all her wigs, clothes and make up. She picked up one of her suitcases, when she noticed a man covered head to toe in white jump out of the helicopter, he wore a white ski mask over his head with white goggles over his eyes. He carried two swords on his back, Zarana gulped nervously, was he a ninja? She asked herself at the time. He sprinted over to her side, he picked up the rest of her belongings and tilted his head sharply in the direction of his ride, Zarana said nothing and followed him.

The two raced into the helicopter, there were two seats inside separated by a small channel to the cockpit, they were facing the rear of the aircraft, he shouted something to her as they were seating, but with the propellers roaring and his mouth muffled by the ski mask she was unable to understand what he was saying. She noticed from his body language that he was growing impatient, suddenly the man in white reached for her shoulder firmly, Zarana gasped in surprise and felt her frame being pushed back against the seat the man's frame was looming over her then, his hands were reaching for black straps, hearing the clicks Zarana realized that he was strapping her into her place. The man reached towards the side of her seat and pulled out a black headset that had earphones and a thin wiry microphone attached.

He held the head set in his hand and raised up to her head and placed the gear correctly over her ears and adjusted the microphone close to her lips. Once that was done with the man, flopped back onto his side and hurriedly strapped himself in, he made a hand gesture to the pilot and the helicopter door suddenly slit shut. Zarana gasped, could helicopters do that automatically? Guess they could.

Even though the door was shut, it was still pretty loud from the propellers. Zarana breathed sharply and looked over to the man in white, she felt a little hostile towards him honestly, with him pushing her onto her seat and strapping her in like some sort of infant-it was insulting!. Sure they were in a hurry but come on!, weren't there other ways?. Not even her brothers had babied her like that.

"Hey, you didn't have to do that you know!. I could have buckled myself in, as you can see I'm a full grown woman, I can take care of myself." Zarana pointed at herself, her eyebrows scrunched together. The man in white was reaching for his own head set, he turned her away and tilted his head. Clear to her that he had not understood what she had said to him. She saw his chest rise and descend as he reached for his ski mask and goggles, the man first yanked off the goggles, throwing the goggles to the floor he then pulled off the mask. Zarana pursed her lips together upon seeing his face.

While he was adjusting his head set, Zarana took a moment to inspect his features. He had dark jet black hair, about two inches long but short enough for that masculine look. His skin was tan, and his profile strong, his jaw line, his cheekbones and his nose were so perfect, he was Asian, from the looks of it he was of Korean descent. When his eyes glanced her way, Zarana's skin paled instead of flushed from her embarrassment, she had never seen such a deep set of brown eyes, they were so captivating.

"What did you say" he said into the microphone, he eyed her carefully. Studying her. Zarana heard a slight accent in his voice, but his English was pretty good from what she heard. Zarana gulped, and composed herself. She chose her words carefully so as not to sound like an airhead.

"I said…I said that, I could have buckled myself in…I'm a grown woman, I can take care of myself." Zarana shifted her eyes, trying her best to avoid eye contact him. She heard him chuckle, Zarana quickly turned her full attention on him forgetting about her shyness.

"If you could take care of yourself; you wouldn't have been sent to me." He spoke in adeep voice, he sounded amused. Zarana arched her eyebrows, taken aback by his comeback. Frantically; she thought of something smart and insulting to say to him, and could muster nothing. She realized that she had just made a fool of herself, and wished that her twin was here to back her up, or even Zartan.

"So you're the guy that's supposed to train me…right?" she changed the subject, it worked. The man in white nodded, and leaned back proudly against his seat.

"Yes, I am." He said simply. He was a man of few words, she picked that up right away, Zarana was struck by how young he looked. He didn't look that much older than her. Was he the skilled assassin? Really? She was tempted to ask how old he was. "Storm Shadow."

"What?"

"My name is Storm Shadow, you should refer to me by that name, or Master. Teacher I will tolerate, but only by these three names. I expect you to be respectful to me, or else I will send you back to where you came from. If you act out in anyway-your training is over." Storm Shadow went on to mouth a list of rules as if he had rehearsed them, but then she had been told than he had had many students sent to him by McCullen.

"I will not work with you if you don't follow these rules. Understand?" Storm Shadow looked forward, not bothering to eye her as he read of his list. Zarana listened carefully, and nodded when he was finished. "What is your name?"

"Zarana."

"hmm, such an uncommon name. McCullen says you have older brothers, what are they named?"

"Zartan and Zandar." Zarana saw his lip quirk, forming a snicker.

"Zartan, Zarana and Zandar?" Storm Shadow chuckled "These are real names? Your parents actually named you Zarana? And gave you all Z names?"

"As a matter of fact they did." Zarana raised her voice proudly but nervously, eager to defend her name. "I like our names, their unique, besides what kind of a name is Storm Shadow?" Zarana had forgotten to be respectful to her teacher, and flinched when he looked her way again. But he seemed unfazed.

"It's my ninja name." Zarana bit down on her tongue, when she heard that. Calmly, Storm Shadow formed a slight smile-but it was not directed at her, that was pretty clear. "I enjoy one's reaction when they hear that."

"H-h-how many students have you taught?" she dared to ask.

"Too many, all worthless…" he paused "You are actually the first woman to train with me…don't expect me to treat you differently though. A student is a student, a pupil will always be beneath their master in rank."

"What if I surpass my master? " Zarana added curiously, she knew for a fact that a student could-and often surpassed their teachers. Storm Shadow did not react facially.

"It won't happen."

An arrogant response in her opinion. But as her training would progress, she would later come to agree with him.

-

She had assumed the role of a prison guard. Earlier in the day; Zarana and Zandar had killed a woman who worked in the prison after some heavy surveillance of the woman's daily activities. With wigs, make up, and prosthetics , and her acting abilities, Zarana had assumed the identity of Susan Markovic. Zandar was to wait in a nearby field for her exit. She knew it wouldn't take long. Markovic had a high rank among the guards, complete with access cards and codes. It was almost laughable how easy it was for her to break in.

Susan Markovic was not well liked, so no guard really stopped to talk to Zarana. Other guards nodded and greeted her politely, but other than that it was breeze. Zartan had stressed that he wanted the Doctor out first, that McCullen was expendable. This had caught Zarana by surprise at first. But she had every intention o leaving with both alive and well, McCullen was their employer no?. She wondered what went on there.

Walking around like she owned the place, Zarana found her destination quickly. Upon seeing the cells, she did not feel so confident in her plan to free the Doctor and McCullen. All prisoners in the Maximum security area were such strange cells, all in individual cylinder shaped cells with no windows, or doors. Now even Zarana had to stop and ask herself if this was humane, was this really legal?.

"No freaking way…" Zarana whispered out loud and looked around in the control room. The two guards assigned to the panel were sleeping. She rolled her eyes, and her confidence was restored. Maybe she had put a lot more effort into this than she should have. Zarana walked up to the nearest computer screen, it was a touch screen, she scrolled through the names and mug shots on the screen and was shocked to see the two she was to free.

J. McCullen no longer looked like the McCullen that had hired her years ago. His face was now metallic, and monstrous. He no longer appeared human.

R. Lewis the doctor. His mask was different. But he was still thin and freaky looking, so Zarana wasn't too stunned to see his mug shot. It was McCullen who had taken her by surprise.

Pressing a few buttons. She saw the cells move. Two crane claws moved in a conveyer like fashion and snatched the cells, from their place. Zarana smirked triumphantly, phase 1 was done with. Now on to the fun part. Grabbing a gun from her holster, Zarana pointed them at the sleeping guards. Their deaths were quick and painless.

The silencer let the murders go un-noticed; she did not have much time until the bodies were discovered. In her pockets was a rubber mask that Zartan had told her to bring along. At the time she had questioned it, but now she knew why, it was for McCullen. She grabbed that and undressed the guards, stealing their uniforms; she took out a bottle and sprayed the uniforms, hiding the blood stains from the dead guards. A nifty invention the Doctor had given while she worked for McCullen. It was her favorite of his creations. With Uniforms in hand she rushed to the cell doors and to wait for her charges.

The doctor emerged first. Zarana looked at him and smiled, McCullen's cell was still loading onto the dock.

"Zarana…Well aren't you a sight for sore eyes." He rasped removing his mask, she had seen his face before and did not wince when he revealed his burnt face. "Your brother sent you didn't he?".

"He did Doctor." She was hushed by the Doctor, who raised his hand up and placed a finger on her lips. Zarana was disgusted by this, but he was higher in rank and she could not insult him.

"Commander…You no longer work for McCullen. You work for Cobra, and you will call me Commander." The doctor spoke slowly, Zarana froze.

"Commander…"She repeated "But McCullen-"

"He is no longer in control."

McCullen's cell docked and he exited the cylinder. Zarana flinched when she saw him up close, his skin…it was so…odd. How could he move?.

"Zarana" his familiar accent exaggerated the Z and R in her name. He looked as if he were about to reach out and hug her, when the Doctor intervened.

"Not now Destro!" he hissed "There will be time for that later." McCullen glared at the Doctor, and the backed down. Now Zarana was very confused. She did not want to talk any more, she wanted to leave this place asap. The dead bodies would be found soon. The Doctor and McCullen changed into the guard s uniforms, McCullen donned the mask.

Leading the way; Zarana would serve as the guide, she snickered at how oblivious others were to three criminals were walking among them. The doctor was the most obvious, but no one noticed. They met up with Zandar at the rendezvous point in the nearby field. Zarana jumped into the front seat alongside her twin.

"Don't say anything just drive." Zarana said sharply. As she saw the look on her brothers face express horror. "The hideout to the east right Commander?" Zarana asked the Doctor, he only nodded.

-

The base was all but empty. He was the only one there, limping from room to room. He struggled to breath every now and then. The medical instruments in this lab were not as advanced as the one in Antarctica. He knew that he would live, but it would take awhile before he was a hundred percent again. His colleagues were nowhere in sight, many must have been hiding out for the time being.

This is what he thought until he saw the silent alarm go off. Walking up to the screen, he ordered for a visual. Storm Shadow's face dropped. when he saw those in the sub approach.

Zarana. He knew immediately that it would not be a happy reunion.

-

-

Notes: it's been awhile since I watched the original G.I Joe cartoons, and I Just re-watched the movie last night (Eh, lol) and I wanted to write something with the ultra sexy Storm Shadow. And instead of making up an OC I decided to insert Zarana even though she is not in the movie. Also with Zartan in the film, I thought that it would be a convenient way to introduce his sister, and a way to introduce someone close to storm shadow.

I know that Zarana is a bit ooc. But then so were most of our Joes and Cobras in the film. And besides, its fanfiction, its just for fun. I also have some juicy things planned with the Baroness, big rivalry there. Hope you guys will stick around to read it.

Thanks.

DJ