The name Baroness refers to several versions of the same character.
For a list of the other versions, see Baroness.
Baroness is a Cobra character from the live-action film continuity.
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Ana Lewis, also known as the Baroness, is one of the main characters in the film, G.I. Joe: The Rise of Cobra. Throughout most of the film she is one of the main villains, but later became one of its heroines.


IDW movie comics

The Baroness seduced Sheik Mommar al Rhazidh and was invited back to his home. Once there, she drugged him, evaded his security personnel, and stole a map that led M.A.R.S. to a hidden cache of gold.[1]

Rise of Cobra (2009 Movie)

Portrayed by Sienna Miller.

Ana DeCobray (née Lewis), a.k.a, Baroness is a member of Cobra, extremely intelligent and skilled in hand to hand combat, melee weapons as well as all ranged fire arms. In addition to her tight leather suit, her equipment includes high-tech glasses and carrying pulse weapons.

Ana is secretly working with Storm Shadow to steal a new piece of M.A.R.S. designed weaponry from the U.S. Army and later the Joes. It is later revealed that the scientist referred to only as The Doctor used her grief and a nanotechnology form of mind control he had been developing to turn Ana into the Baroness. It is never revealed whether Ana's fighting prowess and high skill with many weapons was something she already had to any extent before the transformation, although it is revealed that she was tutored in ninjutsu and other martial arts by Storm Shadow, who considered her his best student. If Ana Lewis had any athletic abilities at the time she was engaged to Duke, it is not shown.

Duke proposes to Ana Lewis in a flashback

Ana was once the blond haired fiancée of Duke four years prior to the events of the film. Her one condition of the engagement was that Duke watch over her brother Rex and promise nothing bad will happen to him during their upcoming tour of duty. However, Rex was presumably killed in battle after Duke sends him into a building to retrieve valuable intel and an air strike he ordered bombs the building too early. Duke, feeling too much guilt, could not face Ana and left her.

Unknown to Ana, Rex was alive and he injected her with nanomites to alter her behavior and make her join Cobra. She got trained by Storm Shadow to become a highly skilled operative.

Four years later, Ana is now married to the Baron Daniel DeCobray, a scientist with a lab in Paris, France that Cobra wishes to use in their plans for world domination. When failing to capture the Nanomite warheads from Duke and his unit because of the intervention of the Joes, Ana is scolded for her failure. She then invades the Pit together with her mentor Storm Shadow and Zartan. During the fight she encounters Scarlett, managing to defeat her and knock her out.

Following this incident, she and the other members of Cobra launch a plan to destroy the Eiffel Tower at the behest of the head of M.A.R.S. Industries, James McCullen, who wishes to put on a show for CNN and other major news organizations. They succeed in their plan and although Duke manages to hit the kill switch and save Paris, overall, they take out the Eiffel Tower and capture Duke. Ana refuses Duke's apology for not saving her brother and reveals to him that Storm Shadow once a member of the Arashikage Clan, but became distrusted by them because they believed him responsible for his master's death. She and the others then take him back to the M.A.R.S. Industries Base in the Arctic, where the Doctor plans to implement the same mind control on Duke that he used on Ana. Ana, however, manages to fight off her own control and begins having memory flashes of the love she shared with Duke, then saves Duke from the Doctor.

Ana and Duke share a kiss before Duke leaves for his next mission

She and Duke then manage to escape, stealing a vessel, which they use to assist the G.I. Joe Team in taking down Cobra. While they emerge triumphant, Ana's status remains a wildcard as the namomites are still within her. She is examined by a doctor, who says that it will take time but he will be able to remove the nanomites. Duke informs her that until then, she will be kept in the brig of the USS Flagg, an aircraft carrier of the Joes, and that they will see each other often. The two share a last kiss before Duke heads off for next mission.

Snake Eyes (2021 Movie)

See here.

Personality and abilities

Baroness's character poster for The Rise of Cobra

Ana Lewis was originally the fiancée of Duke and was on the verge of becoming his wife before her brother, Rex's presumed death. She was originally very friendly and happy, making light of the fact that Duke was leaving on a mission which could result in his death by saying "have to kill me if you told me".

However, after the presumed death of her brother, Rex and being abandoned by Duke, Ana became miserable and depressed. The Doctor, who was in fact her brother, claimed that he had taken pity on her and injected her with nanotechnology claiming that it gave her a way to deal with the pain and gave her purpose.

As the Baroness, Ana was cold, merciless and had no qualms about killing. However, this was only because she was being held hostage by her brother, Rex's mind control and Duke claimed that it wasn't actually the real Ana that had done all those unspeakable acts. She seemed indifferent to the death of her husband, and sarcastically congratulated Duke on saving Paris, seeming indifferent to the fact that the whole city would have been destroyed if Duke hadn't deactivated the nanomites.

Despite all this, Ana possessed incredible willpower; as she was the only person who had ever managed to fight off the nanotechnology that she had been injected with. Her love for Duke eventually overcame all her darker traits and she turned against her brother, Rex and James McCullen.

Throughout the movie, Ana proved to be an exceptional fighter with considerable skill both in weapons combat and hand-to-hand combat. She was able to take out numerous Joes and defeat Scarlett in hand-to-hand combat. It was revealed that she was taught martial arts by Storm Shadow and her teacher considered her to be his best student.


Rise of Cobra
Baroness Collection 1 Wave 1 (2009)

"Attack on the G.I. Joe Pit" Baroness was released in 2009 as part of the first series of Rise of Cobra toys.

Appearance: long black hair; black leather suit, gloves, and thigh-high boots with silver studs; gold belt buckle; silver Cobra insignia on chest.

Accessories: removable glasses; two handguns; M.A.R.S. briefcase; grappling hook; nanite bomb; oversized spring-loaded missile launcher; display stand

Variations: Baroness was available either with pale skin or with a darker complexion page/Filecard

Paris Pursuit Baroness Collection 1 Wave 3 (2009)

"Paris Pursuit" Baroness was released in 2009 as part of the fifth series of Rise of Cobra toys.

Appearance: long black hair; black leather suit, overcoat, gloves, and thigh-high boots with silver studs; silver belt buckle; black glasses; red Cobra insignia on shoulder.

Accessories: black MP7A1; black MP7 with scope and silencer; black assault rifle; futuristic black gun; oversized spring-loaded missile launcher; display stand page/Filecard

Combat Heroes
Baroness Combat Heroes (2009)
Baroness comes to the Combat Heroes series in their super deformed form. She was sold in a two-pack with the equally super deformed Duke.

Behind the scenes

  • Olga Kurylenko was considered for the role of the Baroness.


See also

External links