Okay, before I go any further, I want to say that at this point you are going to begin seeing some of the changes I have made to the movie's storyline. As a fan of the comics, I thought it was a travesty when the movie basically ignored almost 30 years of character development. This story will bring some of that here.

Ninja75, I know you said you were fan of the movie, so I hope you don't take offense to the changes that I'm making. Mistflyer, thank you for the review, I will do my best to continue to live up to the expectations that my readers have of me.

And now, on to the story. Thank you… and enjoy.


Name – DeCobray, Anastasia

Alias – Baroness

Personal ID Number – Unknown

Primary Specialty – Espionage

Birthplace – Munich, Germany

The daughter of wealthy aristocrats descended of German nobility, Baroness joined several radical groups during her days in university after the death of her older brother. She began undertaking operations against the government, particularly espionage and sabotage of government factories, as well as bombings against government buildings. She left Europe after being pursued by Interpol and smuggled herself into the United States. Changing her name to Ana Lewis, she adopted the persona of an ordinary American citizen, beginning a relationship with Conrad Hauser, a Captain in the US Army (see Duke personnel file). Her terrorism activities slowed, and she was eventually captured by the FBI. How she made her way out of prison remains unknown.


The quiet thrum of the small submersible's engines was overpowered by the angry voice of James McCullen.

"Your mission was simple!" he raged, "All you had to do was get the warheads away from that pitiful NATO team! I've spent five years setting this up. This was supposed to be the easy part!"

The raven-haired woman bore the name Anastasia de Cobray to the public, but with her comrades she preferred the moniker of the Baroness. She was still dressed in a form-fitting leather outfit, her heeled boots bringing her almost eye-level to McCullen.

"We should have done as I suggested in the first place and simply taken the warheads from your precious laboratory in Kyrgyzstan," she insisted, her German accent thick and husky, "we even could have given those pitiful soldiers some false warheads. At least then I could have contained the situation."

"You don't understand," McCullen said darkly, though his anger was under better control, "the warheads were checked by the soldiers, and even they would have detected fakes. The warheads had to be lost in transit or order to lay the blame fully on NATO. Having them lost from our facility would have NATO cutting funds quicker than we could blink. It had to be NATO's fault!"

McCullen stepped closer to the Baroness, lowering his head until their noses were almost touching. "If I didn't feel for you like I did, then I would have had you killed already," he told her.

Baroness dropped her head to the side, a look of disgust on her features at her failure.

"What happened?" asked McCullen softly, "Did you hesitate when you saw him? Did you want to make sure he stayed alive?"

Her eyes blazed with anger for a moment. "What Hauser and I had four years ago is over. He betrayed me and left me. If I get the chance, I'll be happy to kill him myself!"

McCullen nodded, then stepped away towards a video panel.

"So how do you intend to retrieve the warheads?" asked Baroness, joining him in front of the screen, a low purr turning her accent even more seductive. "Those soldiers turned off the tracking beacon."

"So they did," agreed McCullen, focusing on a small blinking light in the middle of the Sahara, "but the code that I gave them to unlock the case turned on a secondary beacon on a different frequency. And that's where they took it."

Baroness looked at the spot on the video map and frowned. "The middle of the Sahara desert?"

McCullen nodded, smiling slightly at the ingenuity of his adversaries. "Indeed, the middle of the desert. There have been rumors for years of a secret project known as the Pit, the home of an elite international unit. Looks like the rumors were true. Those are Abernathy's people. That's where we'll have to go to get our warheads."

He looked to his side, seeing the Baroness in her tight leather stretched over her impressive bosom, tight over those hips and those slender legs, those dark red lips so inviting. He reached out to stroke her cheek… and his finger passed right through her holographic image.

She turned to regard him, cold amusement on her face. "If you were really here," she taunted, "I might just let you touch me."

"Soon I will be," McCullen replied certainly, "and then you can follow up on that promise."

Baroness smiled, but there was no warmth behind her eyes. "My dear James, that will have to wait. After all, I am still a married woman."

Her image winked out, and McCullen took a deep breath to steady himself. He was still amazed how even a holographic image of her was alluring. He found himself struggling to reduce the evidence of his lust.

"If you had sent me on that mission, we would have already succeeded," said a cold, soft voice.

McCullen turned around as another hologram activated, showing a powerfully-built Japanese man of medium height. His eyes were pitch black, his hair cut short and swept to one side as if by a strong wind. The man was dressed entirely in white; his silk shirt, pants, shoes and jacket were all white. He looked like a model, but McCullen knew that this was one of the deadliest men in the world.

"I'm still not sure how much I trust you, Storm Shadow," said McCullen, a smirk pulling at the corner of his mouth, "you don't work for me, you're only along to help our plans. So forgive me if I'm not about to trust you with my weapons."

"I have no need of your weapons," said Storm Shadow.

"Good, then we have nothing to worry about," said McCullen, although he could admit to himself that the Japanese man's smile frightened him. That smile never reached those cold eyes. "The point is I'm send you now. I'm going to have you and Baroness take however many Vipers you need to retrieve the warheads from the Pit. Meet her at her villa, and ensure her loyalty doesn't waver."

Storm Shadow bowed as his image faded.

The whistled tune of "He's a Jolly Good Fellow" drew McCullen's attention to the only other person physically on this vehicle. A tall man with his dark hair cropped close to his head, dressed casually in jeans, a black t-shirt and a beige sports jacket. There was nothing that appeared to be frightening about this man, except to those who knew his reputation. Zartan, the world's foremost master of disguise and infiltration. He was perusing a book, glancing at McCullen as the latter looked at him.

"American politics," said Zartan slowly, shaking his head, "Presidents, governors, senators… no wonder nothing ever gets done."

He tossed the book on the small table and leaned back in the chair, folding his hands behind his head.

"You have your main mission already, Mr. Zartan," answered McCullen, "which is to change that very fact. But I'll also have you go with Baroness and Storm Shadow. I'll arrange transport for you to meet up with the two of them."

Zartan only nodded and resumed his whistling as he leaned back into the richly cushioned seat.


The airlock hissed open at his approach and McCullen stepped from his own submersible transport into the massive underwater fortress. He still had to nod in appreciation as he entered; it was truly a marvel of engineering. Granted, more than half of the technology used in its construction came from MARS, but even McCullen had never thought of something this extensive.

Four of his own Iron Grenadier bodyguards stepped out with him, weapons held loose but ready. Even in the base of an ally, and one who McCullen had tied a good deal of his fortune to, they weren't about to be lax about his safety. But McCullen knew that it was merely show. If his partner wanted him dead, then there was no way he would make it out of this underwater base alive.

In the waiting chamber, McCullen watched the glass case in the middle of the room. A long snake crossed the container twice, easily ten feet long from nose to tip. He did his best to studiously ignore the dozen men who stood to one side, completely still and with no emotion on their faces.

"The King Cobra," came a raspy voice. McCullen turned to face the newcomer. A man of average height, wearing a dark blue uniform, combat boots and helmet with a full faceplate. "Fascinating creatures. Intelligent, with excellent senses and virtually no natural predators. Their venom can kill a man in a matter of minutes, attacking the nervous system. Pain, blurred vision, vertigo. Those symptoms are followed by paralysis, and a coma as the heart begins to stop beating. Respiratory failure occurs soon thereafter, and finally death."

"Charming," replied McCullen blandly, "but I don't think I came here to discuss snakes."

"Indeed not," agreed the man. "Your payment for the most recent purchase of weapons and vehicles has been transferred to your Swiss accounts, a total of ten million euros."

"A pleasure to do business with you, Commander," McCullen told him, but wishing he could stay a thousand miles away from the man.

He respected the man before him for the genius that the Commander displayed. McCullen had never even heard of the Cobra organization until he'd been approached by one of their agents. The first five million euro purchase of advanced weapons had convinced McCullen that Cobra was legitimate. The Commander had built his organization from nothing, financed it with pyramid schemes, theft, smuggling, drugs, contract murder, terrorist training, and any other enterprise Cobra could get into. From what he'd heard, it had only taken less than ten years, and he'd done it so quietly there wasn't even a whisper in the international community about Cobra's existence.

"And with you, Lord McCullen. Now, where do we stand on the transport of the nanite warheads?"

McCullen shifted uneasily. Suddenly he wished he'd brought a hundred Iron Grenadiers.

"My apologies, Commander, but the opportunity passed us by," he said carefully.

"What?" rasped the Commander.

"My agent led two dozen of your Vipers in an attack against the NATO convoy transporting the warheads," McCullen explained, "but another group joined the fight against the Vipers. They were better trained and better armed, and to negate the possibility of capture, my agent thought a retreat was a wiser move."

"The wiser move was to slaughter everyone!" exclaimed the Commander, his raspy voice sounding like a cheese grater was scraping against his throat.

"However, Commander, I was able to activate a secondary beacon, which has led to my discovery of the Pit. It is the base for an international military unit, led by an American general. I have already instructed my agent to take a Viper force to the Pit and retrieve the warheads. Storm Shadow and Zartan will accompany her, with your authorization, of course."

The Commander nodded. "Yes, that should be fine, as long as Zartan returns in enough time to go through with the nanite procedure. His participation is crucial to our success."

"I'll charter one of my own jets to bring him back if we must," answered McCullen. "Please forgive my curiosity, but how is your progress in your… conditioning techniques."

"It is flawless," replied the Commander, "simply observe these men. They are the first group of our Neo-Vipers. By monitoring pain responses, psychological warfare techniques, torture, physical conditioning, and a variety of other factors, Cobra has succeeding in creating the perfect living weapon."

McCullen thought for a moment that Storm Shadow would probably disagree with that assessment, but he kept the thought to himself.

"The conditioning has completely eliminated any thought of oneself or self-preservation," the Commander continued to say, "and instilled in them the concept that obedience comes before life itself. They will obey orders without a thought to their own lives, nor any previous morals. They have the strength and speed of Olympic competitors, and skilled with virtually any weapon they can put their hands on.

"Utilizing your nanites, each Neo-Viper has been implanted with a colony of thousands of nanites, enhancing muscle tensile strength to be stronger, faster and more durable. The nanites are also designed to purge any toxins that enter the bloodstream, and enable the Neo-Viper to hold his breath for nearly ten minutes. But I can see you are having difficulty believing." McCullen was about to protest that he fully believed the Commander, when the man turned to the Neo-Vipers. "Viper 3! Put your arm in the cage and let the cobra bite you once!"

One of the men in line stepped forward without hesitation, opening a small door in the cobra's glass cage. The man then swung at the snake, arousing its wrath. In only seconds, the cobra had sunk its fangs into the man's forearm.

"The Neo-Vipers have no fear, and they feel no pain," said the Commander calmly, watching as the man before them pulled his arm out of the cage, then fell to his knees. Muscles began to twitch and spasm. "They lose all sense of morality. They are without remorse. And of course, they are completely obedient."

The Commander and McCullen watched as the man continued to twitch and writhe helplessly on the floor, then they observed as a clear pus began to ooze out of the wounds from the cobra's fangs in the man's arm. A moment later, the man rose to his feet and returned to his place in the line, appearing as if nothing had happened.

The Commander turned to regard McCullen. "Once the warheads are recovered, we will continue with our original plan."

"Agreed, Commander," replied the arms dealer, "our agreement is as strong as ever."


PARIS, FRANCE

The mansion had been built in the middle part of the 18th century, and still looked as if it belonged in that Renaissance time. The paving stones looked no different, and even the lampposts had been fitted with bulbs that gave off the same hue as a candle flame. The only visible addition looked to be a second set of stables, but this one was to keep the owner's various cars from marring the picturesque look of the mansion.

A sleek, black Mercedes pulled up the drive and around the central fountain, pulling up before the front door. The Baroness, Anastasia DeCobray, stepped out of the back door in a black dress and fur-lined coat. Her make-up was immaculate and the combat-ready glasses had been replaced with small, rectangular glasses that made her sultry looks appear elegant and refined instead of tawdry.

Out of the mansion came a tall, slender man with black hair combed straight back, wearing an expensive suit. Baron Leon de Noialles was a handsome man with classic Gallic features and the manners of a French nobleman. He greeted his wife with a kiss on each cheek, then swept her into a deep kiss.

"Welcome home, my darling," he said, drinking in the sight of his beautiful, exotic wife. Even now, almost two years after their marriage, he could see why he'd been unable to resist her charms in the first place.

"Thank you, dear," she said, her voice purring in her German accent, "how is your work at the lab?"

"We are making steady progress," Leon replied. For him, that was saying something, as he was widely acknowledged as one of France's most brilliant scientists.

"So the Minister of Defense was pleased when you met with him?" Anastasia continued, slipping off her coat and handing it off to one of the servants as they walked through the mansion.

"Very much so," he replied, "I wish I could tell you more, but…"

"Of course," Anastasia assured him, briefly resting a hand on his arm.

They continued through mansion, climbing the stairs towards their bedroom. The Baron took the opportunity to study his beautiful wife from behind, admiring her sleek body in the form-fitting black silk.

"You were gone for quite a while this time," he commented, curiosity in his voice. "How were the shops in Monte Carlo?"

"I didn't get what I was after," Anastasia replied simply.

She seemed distant tonight, Leon thought. Something was bothering her. But he knew that his gorgeous wife was very private. If it was something she thought he needed to be involved in, she would tell him. Otherwise, she would be very offended at his attempts to pry.

"I suppose I should be grateful," he said lightly, hoping his teasing might lift her mood.

To his relief, he saw a small smirk appear on her face. "Most husbands would be."

"Most husbands don't have such mysterious wives," Leon pointed out, "they know exactly where they are and what they do."

"They think they know," Anastasia tossed back, throwing a smirk over her shoulder as they entered the bedroom.

She moved past the ornate bureau and around the massive, four-poster bed. She glanced out the window at the beautiful night sky, the Eiffel Tower glimmering in the moonlight. She noticed that Leon had remained by the door, looking at her. Anastasia turned to say something…

And caught the barest glimpse of a figure as it glided past behind her husband like a white ghost.

"My darling," she said quickly, "let me freshen up and then I'll join you downstairs for supper."

Leon swept into a courtly bow, taking her hand in his own and bringing it to his lips for a kiss.

"Of course, my love," he said, turning and heading for the stairs.

Anastasia watched him go for several steps, then firmly closed the doors and locked the deadbolt. She turned around, this time unsurprised to see Storm Shadow less than two steps behind her. She swallowed hard. Her glimpse of him a moment ago hadn't been an accident, and she knew that. He'd let her see him. Let her know he was there… watching.

"McCullen has given me direct orders to kill the Baron if he ever so much as touches you again," said the ninja warrior in his soft, cold voice. She thought it amazing how the man could appear and disappear at will, dressed in white clothing among the myriad of colors and tapestries in the mansion.

"He's my husband," she retorted, "of course he touches me. Besides, Leon talks so much more about his work in the lab after he's been… touched."

Storm Shadow nodded once. His dark eyes were like flint; cold, unreadable, unchanging. He turned away and faced the window, and Baroness moved over to a nightstand, taking off some of her jewelry.

"Did they send you to spy on me?" she accused him as she turned to face him. Before her eyes were able to follow the movement of her body, Baroness felt Storm Shadow nearly pressed up against her, a single-edged dagger against her throat.

"If I was here to spy on you," replied Storm Shadow coldly, "I wouldn't have let you see me."

Baroness nodded once, and in a single smooth motion her hand flew up, stabbing at Storm Shadow's eye with a hair pin she'd concealed. But the ninja's hand was merely a blur and caught her hand with the point of the pin only a few inches from his eye. Storm Shadow never blinked. Hell, his eyes had never even left hers.

Baroness smirked. "You have to admit, I'm getting closer."

"At this rate, you'll kill me in about a hundred years," Storm Shadow replied coldly. He slowly released her arm, letting his own fall to his side, pulling the knife away from her throat. Then a smile touched his lips and his eyes softened, and Baroness could feel her pulse quickening. This was one of Storm Shadow's most dangerous abilities; he could turn charm on and off like a light switch. She was suddenly aware of how close they were, how his breath was sending tingles down her chest and spine, and what a truly handsome man Shadow really was.

"I've been sent to accompany you to retrieve the warheads," he told her, his voice soft, warm, and inviting, as if he was inviting her to a weekend at a romantic beach. "We will meet a group of the new Vipers in Cairo. That will give us time… together."

The Baroness felt her heart involuntarily skip a beat. Then Storm Shadow's eyes hardened and his mouth became a thin line. Just that quickly, the charm was gone and all that was left was the pitiless assassin. She had to lick her lips and swallow hard. Even knowing how charming he was, and having hardened her heart, Baroness was still shocked at how quickly she would have succumbed to the ninja, if he'd truly wanted to seduce her.

"We leave at dawn," he said, his voice once again cold and hard. He turned on his heel, walking towards her closet with silent steps. As soon as he turned the corner, Baroness knew he was gone.