The two FANG choppers descended slowly over the barren wasteland as the mid- day sun moved behind the thick dark clouds, throwing the land into shadow. One chopper, piloted by Clutch, carried Steeler, Flint, and Lady Jaye on the landing bars, while the other chopper was piloted by Grunt. They had flown about twenty miles northwest of the Cobra Ziggurat, and they had not been chased or attacked since their departure. Now, without a soul in sight and no witnesses except a disorganized crowd of abandoned cars and military vehicles, the brave Joes set down in the land known as the Proving Grounds. Many a Cobra weapon had been tested out here, everything from ballistic missiles to deadly germ-carrying dragonflies. As a result, the Proving Grounds, an area of roughly ten square miles in what was once suburban Maryland, was completely devoid of inhabitation.

It was, Flint thought, the best place to ditch their FANG choppers for a less conspicuous means of transportation.

As his chopper set down on the dirt, Steeler's remained lost in thought. He was still thinking of the way, moments before, he had said goodbye to the Baroness. He had stared longingly into her eyes and realized that she loved him yet lacked the courage to go with him. They had gone through so much together, ever since that day long ago when he had passionately kissed her in a dark hallway and he had had the burning desire to have her body and soul. He saw her, torn and tormented; happiness had been just beyond his reach.

Now, as the Joes fanned out in search of escape vehicles, Steeler reminded himself that he needed more than ever to stay in the here and now. Somehow, the Joes needed to make their way back to New York City, where they would see who had made it out and figure out a way to keep fighting Cobra.

In silence, the five Joes marched a few miles northeastward through the Proving Grounds. They were nearing the outer periphery of the Cobra testing zone, and they were beginning to see abandoned cars and military vehicles that actually appeared usable. Flint suggested at this point that they take two cars. He and Lady Jaye would take one car, and Clutch, Steeler, and Grunt would take the other.

"Just remember," Flint reminded the others as he worked on hot-wiring a gray Chevrolet, "if we get separated, you know where the rendezvous point is. We'll meet back in that apartment in New York's Chinatown."

Everyone voiced their affirmation, except for Grunt, who was staring toward the eastern sky with his right hand over his eyes to shield against the sun.

"Wait a minute, guys," he said, "what's that?"

The dark spot on the horizon gradually grew closer, until it became clear to everyone that it was a single Cobra Rattler.

The Rattler flew straight over them.

"Commander," a voice came in through the radio speakers in the control tower, "this is Wild Weasel. I have visual confirmation."

With Tele-Vipers manning the consoles in the large control room, Cobra Commander stood at the center of the room with Storm Shadow at his side, monitoring the situation. Standing nearby was Destro, his chest bandaged from the gunshot wound he had received shortly before the Joes had escaped. At Destro's side was the Baroness and Layla, who nervously observed the proceedings.

"It is just as you said, Destro," Cobra Commander hissed as he paced the room. On one large monitor was a satellite image of the mid-Atlantic coast, and a small blinking red light on the northeastern edge of the Proving Grounds indicated the position of Steeler and the Joes.

Beneath his steel mask, Destro smiled maliciously. He had placed a tiny homing beacon under Steeler's shirt collar earlier that very morning. He had done it out of suspicion against this man who was so bold to stand up to him and steel his woman from under his own nose. Now his suspicion had paid off, and he would use the homing beacon to find Steeler, his rival, and destroy him for good.

"Attack the target," Cobra Commander instructed Wild Weasel over the radio.

The Rattler, after roaring straight overhead, swung into a 180 degree turn to make a second pass, this time at a decreasing altitude.

"Everyone take cover now!" Flint cried as he looked up at the approaching Rattler. With that, all five Joes scrambled out of their cars and dove for cover among the metallic wrecks strewn across what had once been a residential street.

The Rattler opened fire with its nose cannon, strafing the entire street and sending up large clouds of dust and smoke.

When the Rattler had passed over them, Flint pulled Lady Jaye back into his car and finished hot-wiring the engine. With a turn of his wrist, the car's engine roared to life. Ten yards away, on the other side of the street, Clutch had managed to do the same thing. Flint yelled over at Clutch to get his attention.

"Let's split up. We'll go east, you head north! Meet us at the rendezvous!"

"We'll be there, Flint!" Clutch yelled back as he revved the engine and stepped on the gas. The car sped away. Moments later, as the Rattler over them made another full turn for a second strafing run, Flint and Lady Jaye sped off in the opposite direction down the beaten road. The wrecks of destroyed homes and abandoned vehicles passed by them in a blur as they desperately sought to escape from Wild Weasel.

"Two cars, heading in different directions, one bearing east and the other north," Wild Weasel reported to Cobra Commander.

"Which one should I take?" he asked, after a pause.

"The one bearing east," Destro said loudly.

Cobra Commander and the Baroness both turned to look at him in surprise at Destro's sudden input after being silent for the last twenty minutes. Destro strode forward to the large telescreen that showed Steeler's tracking beacon. The beacon appeared to be headed northward.

"Acknowledged," Wild Weasel said. "I see the car, I'm going for a missile lock now."

Destro, grunting in pain from his gunshot wound, took over one of the computer consoles from the Tele-Viper who was manning the position. After a series of keystrokes, he magnified the image, using the tracking beacon as a center. The beacon went from a blinking red light on a map of the Mid- Atlantic coast to an enhanced image of a car speeding along a road, bearing north. The Cobras could almost make out the Joes sitting in the front seat, so sophisticated was their satellite imaging hardware.

"Any particular reason you wish to pursue this one personally?" Cobra Commander asked Destro in an amused voice.

"Naturally, Cobra Commander," Destro said. "This is Steeler, the G.I. JOE spy who tried to kill me. It's only right that I pay him back personally."

"No, wait!" the Baroness blurted out in alarm.

Destro slowly turned to face the Baroness, standing beside him. Her face was pale and she was visibly trembling.

"Yes, Baroness, do you have something you wish to add here?" Destro said in a low, sarcastic voice.

He knew that the Baroness did not want to lose her Joe lover. He would have felt sympathy for her if she hadn't betrayed him in the first place by falling in love with this mere Joe.

This will break her heart, Destro considered. If that's the case, then fine. I'll break her heart, with pleasure. I could expose her right now for the traitor that she is, right in front of Cobra Commander. I could have her gutted.

Destro reminded himself, with one look at the Baroness, of the reason why he had not exposed her. One look at her shapely figure and the delicious thought that she would become his bedroom slave was enough of a reminder for him.

"My dear Baroness," Cobra Commander said, "are you feeling quite alright? You're not looking well."

The Baroness said nothing. She looked to Cobra Commander and then to Destro, and realized that there was nothing she could do. If she acted now to stop Destro from killing Steeler, she would be killed too, of that there was no doubt. Layla, shifting uneasily on her feet next to the Baroness, kept a close eye on her mistress, afraid that she would do something rash like pull a gun on Destro right there in the control room. Part of the Baroness wanted to scream in agony and helplessness. She wanted to leave the room and not be forced to witness her lover's death and be left with the feeling that she had somehow played a part in it. Another part of her felt compelled to stay and see this through to the very end. The Baroness watched as Destro zoomed in from the satellite camera onto Steeler's car, homing in on the tracking signal that Steeler still knew nothing about. Destro methodically punched in a series of keystroke commands and brought up the weapons select screen and the target coordinate grid.

The target was locked. The satellite would fire a high-powered laser beam from earth's orbit, the very same laser weapon that Destro had once used in a demonstration on Mount Rushmore. The prompts appeared on the center of the screen in large print, each word a stabbing knife in the heart of the Baroness:

TARGET LOCKED

FIRE? Y/N

Y

At that moment the Baroness shut her eyes, unable to witness the moment of doom for Steeler. Meanwhile, a powerful ray of energy came raining down directly on Steeler's position. At that moment, the car was in motion along the northern reaches of the Proving Grounds, just a few miles off the nearest interstate highway. The car was skirting along the edge of a large crater, which had long ago been created in one of Cobra's many bombing tests.

When the Baroness opened her eyes, the car was smoking, is engine on fire, and it was teetering over the edge of the crater. She could not see Steeler or the other occupants of the vehicle, but she could very well imaging the shock and terror they were facing at that moment as their car tumbled over the edge of the ravine, flipping over several times and coming to rest at the bottom of the pit. Finally, the car was motionless, but it was in flames and a pillar of smoke emanated from within. The Baroness spotted a trace of movement from the front passenger's side as a man struggled to drag himself out of the car. The movement corresponded to the same movements of the flashing tracking beacon, and with a flush of hope, she realized that Steeler was still alive.

But Destro was leaving nothing to chance. Without a moment's hesitation, he began keying in the commands to fire again.

Steeler screamed in agony as he pulled himself out of the broken window of the front passenger's side of the vehicle. The smoke choked him; the fire burned and blistered his skin. He felt that at any moment, the fire would reach the car's engine and cause the whole thing to explode, just like it always happened in the movies.

Grunt was sprawled across the back seat, dead. He had apparently smashed his head against the back window during the fall. Clutch was unconscious, with a large bloody cut on his right temple.

As Steeler wiggled himself free from the car and attempted to drag Clutch's body out the window with him, he realized that both of his legs were broken. He had suffered bilateral femoral fractures.

It had all happened so suddenly. One moment, it seemed they were in the clear. The Rattler was pursuing Flint and Lady Jaye instead of them. With a little luck, they would have made it to the freeway, and then there would have been no stopping them. But somehow, a ray of fire had come shooting down from the sky, right at them, almost as if Cobra had known that he would be there at that exact moment. The deadly accuracy of the attack was unmistakable. It had to be Destro. He recalled with a shudder, the way Destro's Weather Dominator had played a vital role in the Battle for Washington, DC, shooting down both Ace and Scarlett with bolts of lightning. Although there had been no lightning this time, it was without a doubt one of Destro's weapons. He must have had a high powered laser satellite somewhere in earth's orbit. How could Destro have known where the Joes were, though? The question tugged at Steeler's brain as he desperately searched for the answer.

No one had followed them out of the Cobra fortress. They had flown all the way out to the Proving Grounds unmolested. It was only after they had landed that a Rattler had flown over them. How could Destro have known where they were?

HOW?

With sudden horror, Steeler remembered an odd incident earlier that morning. He had had a brief run-in with Destro inside the Cobra tower, as he had been planting his remote detonator explosives. The whole incident flashed through Steeler's mind in an instant of horrifying clarity. Destro had asked him why he wasn't with the Baroness, making love to her. Steeler recalled making some sarcastic remark. He had taunted Destro. But before all that had happened, yes, Destro had surprised him in the hallway, hadn't he? He had put his hand on Steeler's shoulder, near his collar, causing Steeler to jump out of his skin in surprise.

Why had he done that?

And for a moment, Steeler's right hand left Clutch's arm and went to his collar. Had Destro put something on him, some kind of a bug?

It didn't take long for Steeler's hand to locate the tracking device. It was something he would never have found if he hadn't been actively looking for it. It was a small, shiny, metallic thing, the size of a dime, with a flashing red light in the center.

A tracking device.

I should have known.

Steeler held the object in his fist as he looked up hopelessly at the sky above. Out there, Destro was watching him through that satellite. He crushed the device in his hand, even as he knew that it would not do him any good. Destro knew where he was.

I'll be watching you.

Yes, he'd said those very words to him that morning.

Why didn't I pick up on it, Steeler thought, until it was too late?

He let go of Clutch, even as Clutch was halfway through the window of the car. There was no running now. With the car destroyed, Clutch unconscious, and both of Steeler's legs broken, there was no escape from this barren, rocky, desolate place.

A tear came to his eye as he looked up at the sky. He knew he was as good as dead. Yet the thought of dying did not pain him so much as the thought that he would never see the Baroness again. He would never again lie in her arms, listening to the sweet nothings she whispered in his ear. He would never again feel the thrill of having her body enveloped in his own or feel the wonder at the miracle that had brought them together. He would never again look into her gentle eyes and see just how deeply she had grown to love him.

"Goodbye, Anastasia," Steeler whispered through his tears as sky flashed again, one last time.

Flint and Lady Jaye saw it the first time. The bright, searing line rent the sky for a split second and was gone. They had never seen anything like it before, but they both assumed that it was one of Destro's weapons. They were, after all, in the proving grounds. The laser had hit several miles to the northwest, where Steeler and the others were. Could it be, Flint wondered. Could they have been hit?

They had more pressing matters to deal with at the moment, however. At the moment, they were being pursued by Wild Weasel in the Rattler, who was closing in fast and gearing for an attack.

"Come on, Dash, he's almost got us! Can't you make this thing go any faster?"

"This is fast as it gets," Flint said grimly as he watched the Rattler approach through his side mirror.

It was no use. There was no way in hell a car going 100 mph would outrun a fighter plane. The Rattler launched a pair of missiles at them.

Flint saw it, swerved, and slammed down the brakes, bringing the car into a skid down the empty road. Lady Jaye shrieked in alarm as she felt herself being pushed against her side of the car.

"What the-"

"OUT OF THE CAR, NOW!" Flint ordered.

Lady Jaye didn't question it. She and Flint opened their car doors and dove together off the side of the road as the missiles hit, sending up the car in an enormous explosion. The roar of the explosion was followed by the roar of the Rattler's engines as it soared low over the wreck. For a long time, Flint and Lady Jaye lay still on the side of the road, face down, covering their heads with their hands, not daring to move.

When they both looked up and picked themselves off the ground, they hastily ran away from the fire and watched the departing Rattler.

"He won't be back," Flint said. "But we're going to have to walk back to civilization from this point."

Lady Jaye said nothing, only nodding mutely. She could hardly believe that they had managed to escape with their lives.

And then, out of the corner of their eyes, they saw it for the second time. A blinding ray of light shooting down from the sky, followed by the eerie sound of a distant explosion. As Flint and Lady Jaye stood on the side of the beaten road and watched, with the fire blazing twenty yards behind them, they took each other's hand.

"Could it be, they're gone?" Flint said numbly. The thought that he had just lost three of his friends began to eat away at him.

"Come on, Dash," Lady Jaye urged. "Let's go."

She tugged at his hand, and they head eastward, away from Steeler, Clutch, and Grunt. They wondered if they had seen the last of them.

How many more, Flint asked himself, again and again. How many more have to die?

Flint reflected for a moment on their situation. There were few Joes left. He had seen the explosion in the ramparts, and he knew he had to prepare himself for the possibility that Beach Head and Low-Light had been lost. Now he might have lost Steeler, Clutch, and Grunt. As for Scarlett, Snake Eyes, Cover Girl, Clutch, Mainframe, and Zarana-well, he as yet had no idea what had happened. At this moment, legions of Cobra were streaming across the Atlantic, ready and eager to take Europe and the rest of the world by storm. The defeat of G.I. JOE and the fall of the United States had only been the beginning. Without G.I. JOE, Flint knew, the rest of the world hardly stood a chance.

The Baroness stood mutely in the courtyard of the Cobra Ziggurat, watching the small fires around the area that refused to die. One week after the G.I. JOE attack, the central Cobra fortress remained in a state of disarray and ruin. Legions of Cobra troopers labored night and day to restore the once mighty fortress to its former state of fearsome splendor. The Baroness stood alone along the west wall of the courtyard, wishing that she could disappear or become invisible. The memory of last night burned in her memory.

After being treated for his gunshot wound, Destro had returned and taken her for his own, even as she grieved for Steeler. There was no question now that he was gone forever. Destro knew her feelings for Steeler, but he did not care. Even now, the Baroness could feel his hungry hands stripping off her black uniform and roughly groping her breasts. She could see his head, without his mask, going down on her, and she felt his lips and his tongue. First, he enjoyed her breasts, kneading her tits with his hands as his tongue flickered over and around her firm nipples. When he was done sucking her nipples, he moved down with his mouth to her vagina. Steadying himself by reaching around to grab her ample buttocks, he buried his mouth in her pussy, noisily slithering his tongue over her hot wet mound, tugging on her pubic hair with his teeth, and thrusting his tongue as far up her pussy as he could go. Her body registered the sensation as erotic pleasure, but her heart was frozen.

"I'll make you forget about him, Anastasia," Destro said as he pinned her to the bed and entered her hard and deep, bringing an involuntary shudder from the Baroness. He hadn't had sex with the Baroness in a while, so there was a lot of built up need and lust waiting to be unleashed. Destro moaned as his hard cock, with each move in and out of her pussy, quivered with the ecstatic sensations he received from the hot wetness of her core. The pleasure was amplified with each stroke, and he knew his cock, overwhelmed by the sudden pleasure, would reach its limit soon. He pumped into her faster and faster, wanting more. With every rhythmic thrust, the fire burned in her loins, and the Baroness feigned passion, digging her fingernails into his naked back and thrusting her hips upward against him, screaming for more.

"Oh, God!" she cried. "Yes, yes, YES!"

She felt so dirty. She felt like she had betrayed Steeler.

I let him go, she thought to herself. I let him go because I was afraid to lay down my life for him. I was afraid to risk it all for happiness. Now he's gone, and I have my life, but it means nothing without him. I'm lost without you, Steeler. Now I belong to Destro. He has the power over my life. With one word, he could have me dead, yet he chooses to let me live. He chooses to let me live because he desires me sexually and for no other reason. He stopped loving me from his heart a long time ago.

As Destro reached orgasm and came inside of her, he arched his back, jutted his hips forward, and made one last push inside of her, as he let loose a primal howl of ecstasy and collapsed on her. Destro's lips were on her neck, his chest pressed against her breasts, and his still rigid cock buried within her, quivering as it released the last of his seed. They were as physically close as a man and a woman could get, but the Baroness still felt the ache in her heart that would not leave her. Tears welled up in her eyes, and she cried silently, even as Destro drank in the body that had once been reserved for Steeler alone.

The Baroness shook her head as she tried to shake herself of the pleasurable yet painful memory of the previous night. She noticed another woman standing at her side. It was Layla.

"There was nothing you could have done," Layla said.

It was the first time she and the Baroness had spoken of what had happened during the chaotic G.I. JOE attack days before.

"That's not true, Layla. There is always something I could have done."

"But then you would be dead too."

"Maybe it would have been better that way."

The two Cobra women, dressed in full uniform, appeared to any outside observer to be merely overseeing the restoration of the fortress. No one would have suspected they were simply two women having a quiet talk of matters of the heart.

"I don't believe that. How can you say that? Look around you. Everything we worked so hard for over the years has come true. We've won. The world belongs to us. We could have anything we want, anything at all. How could it be impossible for you to find happiness?"

"I thought that way once," the Baroness said. "I put my hope in the things of this world to make me happy. Then Steeler showed me what could happen when I let him into my heart. I loved him so much. But nothing can ever bring my Steeler back to me. He's gone, Layla. I don't know if I can ever love another man again."

"I was afraid something like this would happen," Layla said sadly. "What are you going to do?"

"One day, soon," the Baroness said with growing determination, "I'm going to leave this place. I'm going to leave Cobra. I can't be loved in a place like this. Here, I'm the Baroness. The men fear and respect me, but they don't love me. Maybe I need to lose my title, my power, my status. Maybe I should become anonymous again. Maybe I should become a woman again."

"A woman," Layla mused softly. "I can't say I understand how you feel, Mistress. I've never even loved a man before."

Their eyes met. The Baroness reached down and squeezed her hand.

"Then come with me," she said. "We'll leave together."

"When?"

"When the time is right, we'll leave. You're the only friend I have left, Layla."

"Wherever you go, I'll follow you," Layla said after a long pause. "If you walk away, I will follow. But where will we go? There is no place that's safe from Cobra."

"No matter what you do, the world will never be the way you want it," the Baroness said. "Maybe this is what happiness is. Everyone needs to find an island that they can call her own, away from the craziness of this world. You know, the Joes managed to lay low for all this time. Steeler was here the whole time and no one knew. We had that island of peace and love in the middle of all this, but we lost it."

"But you'll find it again," Layla said earnestly. "I know you will."