I know, I know, I already have a lot of my plate, so why am I starting this? Well, to be fair, I started this a long time ago. It's only recently I decided to play with it some more. That, and I am proof that adult ADHD does indeed exist. For the readers of my other stories: I swear I'm working on them! The muses aren't forthcoming at the moment.

Usually, I give a lecture about where this story comes from. This time, I think I'll just let it explain for itself. As stated in the summary, this is AU, but it will more-or-less follow the plotline of the movie, just from Ana's perspective. And before then, we get to learn how she went from Ana Lewis to the Baroness Ana DeCobray.

Disclaimer: I don't own GI Joe. Obviously, if I did, this wouldn't be fan fiction. Also, don't try the phone number. It's made up.

G.I. Joe: Rise of the Baroness

Prelude

Ana Lewis clutched the folded American Flag to her chest, her tears mixing with the cold rain as she stared down at the empty coffin. Her brother, all that was left of her family, was gone; yet she couldn't even morn over his dead body. All she had was a flag and an empty box. It tore at her that she couldn't see her brother's face one last time, even if it was covered in wounds. Maybe if she could've seen him, there wouldn't be such a gaping wound in her heart. Maybe there could have been some kind of closure.

The familiar sound of a motorcycle echoed through the cemetery, making her look up from the casket. For a moment, she was relieved to see Duke, unharmed from what she could see. She had been so worried when he didn't answer calls, her emails, nor had he came to Rex's Funeral. Until now. A small smile managed to cross her lips- knowing him he probably forgot until the last moment. But he was here, and that made everything a little bit better.

But then he looked away, and instead of parking his bike he revved the engine loudly before driving away. Ana's heart, already broken from her brother's death, shattered into a million more pieces. She felt her knees begin to weaken as she watched the bike expertly make its way through the winding roads. No. This wasn't possible. First her brother, and now her fiancée? What else was going to be stolen from her?

What else had she to lose?

"Are you alright?" Someone asked with a thick Scottish accent when a pair of hands lightly gripped her shoulders from behind.

"Not at all," she answered quietly, but pulled away from the man before she turned to face him. He was one of the few people who she did not recognize, which was strange considering she had believed she had met everyone her brother had worked with. He was older, dressed in civilian clothes and not the dress uniforms almost everyone else wore.

He gave a small, sympathetic look. "It's hard to lose the last member of your family," he agreed grimly. "Especially as close as the two of you seemed to be."

Even though she was hardly in the mood for the small talk, Ana nodded her head. "So… you worked with my brother. Civilian contractor?"

His lips twisted in a smirk-like smile. "Something like that. James McCullen," he offered his hand, "CEO of M.A.R.S Industries. Your brother and I met shortly before he died; he made enough of an impression I had to attend his funeral. I hope you don't mind."

Ana shook her head, "No…" It actually made her feel a little better to know that she wasn't the only who recognized her brother's brilliance. However, the talk of her brother in the past tense made the tears start anew. She excused herself quietly as she carefully dabbed at her eyes with her handkerchief, not that it was much use. The rain had already ruined her makeup, and had assisted her tears in soaking the once-pristine kerchief until it was near useless.

To her surprise, once she had managed to hold back the tears and look up, James was still there. He held out a plain white business card to her, which she numbly accepted. "If you need any help, Miss Lewis, don't be afraid to call."

Without another word, he strode away purposefully towards a waiting black car. More than slightly confused, she watched the car take the same path as Duke had (a sob got caught in her throat for a moment at the thought of him) before she looked down at the card.

Military Armaments Research Syndicate

(M.A.R.S)

James McCullen, C.E.O

44 (0131) 124 9081

On the back, however, was the note, 'If you need any kind of help, feel free to call.' Truth be told, something about the note bothered Ana, as well as the man himself. Yes, her brother was, had been, a brilliant person, but to make such an impact after one (or so she assumed) meeting? The only kind of strong impact her brother usually left after one meeting was an uneasy one. Her brother had been an 'egghead', and sometimes let his love of science over rule any common sense, courtesy, and it had even once threaten to overrule his morality. It had always been her to anchor him, reminding him of good and evil instead of the grey morality he seemed to be seeped in.

Her mind was taken away from her disturbed thoughts as the soldiers she did know, some who were as much her friends as they had been Rex's, came to voice their own condolences, and offering help to the young woman. Unlike Duke, Ripcord was there and pulled the thin blonde into a strong hug before draping an arm around her shoulder where it stayed for the remainder of the service.

The business card went into her small purse, tucked carelessly between a stick of lipstick and a compact, where it would lay forgotten for months.

Six months after the funeral, Ana Lewis's life had slowly started to unravel. The dark hands of depression had a firm grip on her, on the verge of being life threatening. Without her lovable but dopy brother to take care of, or her strong, funny boyfriend to cheer her up, Ana had little to do in her free time. Her close friends tried hard to get her to go out with them, be it a night on the town, or just a night in, anything to stop her from retreating into isolation, but nothing seemed to work. All Ana seemed to do was sleep, work, and throw herself in the self-defense course her brother had begged her to take before his death.

It wasn't just her social life that was suffering. Her job as a personal assistant was in jeopardy. Her boss had tried to be sympathetic, especially since Ana had been the best assistant Mrs. Destine had in her 30+ years. But when the young woman continued space out during work, continued to come in late, and had forgotten to jot down important information after phone calls on many occasions, Mrs. Destine's patience and understanding was wearing thin.

Ana knew her job was on the rocks, but she struggled to even care. What use was it? What use was anything? Her brother had been her life, and the only person able to fill that void had left her without a goodbye. Call after call, not just from here but her other friends. Ripcord tried to brush it off by saying Duke just needed time. That was okay for a few days. Even a week. But as one month blurred into two, and then three, it became obvious that wasn't the deal. Her anger at her once-fiancé got transferred onto Ripcord as she figuratively ripped him a new one before ignoring him and the other soldiers the same way Duke was ignoring her.

"Miss Lewis!" Ana snapped out of her dark thoughts and looked up to her employer; the redhead had her lips pressed together tight, and her grey eyes were anything but sympathetic at the moment. "If you cannot even answer my phone calls, I will have to let you go!"

The threat was meant to scare the woman, but Ana glanced down at her desk, at the picture she had been staring at earlier. Taken by Rip, the picture had her squeezed between Rex and Duke, a happy smile on all of their faces. "Let me gather my things."

"W-What?" Mrs. Destine fumbled, staring incredulously as Ana began putting her personal items in her large purse. "Ana, I'm not firing you! It was just a warning! Even in your state, you're one of the best employees I have!"

Ana shook her head, "Then I quit. I can't do this anymore, I'm sorry." She stood up, a little disturbed by the void of emotions. She was just… numb. "Thank you, Mrs. Destine." Without another word Ana took her heavy purse and left, the tap of her heels echoing through the silence of the lobby as everyone watched her leave.

Later that night, Ana went through the motions of finding places for the things she had brought home from the office. Thankfully, her small loft apartment was rather empty, leaving plenty of spaces for the knickknacks. However, she was surprised to find at the bottom of her purse the plain business card. She twirled the card between her manicured fingernails as she remembered the Scottish man. With the heartache, most of that day was a blur of sadness and grief, yet the man still stood out in her mind strangely.

James McCullen. She didn't know how the CEO of MARS could help her, but she found herself reluctant to toss the card. Instead, she placed it next to the picture of the two men she had loved the most – in separate ways of course. She shot a watery smile at the picture before deciding that the idea of a hot bath was just what she needed. In the morning she would regret her decision of quitting, but at the moment she wasn't even going to dwell on it.