G.I. Joe: Valor vs. Venom is a direct-to-video CGI animated movie and sequel to G.I. Joe: Spy Troops. It was released in 2004 by Reel FX Studios and distributed by Paramount Pictures. Like Spy Troops, the film was written around the theme of the toys released that year. In this case, it was Valor vs. Venom which introduced a new villain group, Cobra's V-Troops.

Plot summary

The second movie in the Reel FX series had Cobra kidnap the G.I. Joe commander, Hawk, for their nefarious purposes. Dr. Mindbender has invented a method to transform humans into feral man-beasts to heed Cobra's bidding. Mindbender calls the process "Venomization," wherein human DNA is fused with animal DNA. Cobra Commander's plan is to brainwash and mutate Hawk into becoming the Venomized troops' leader. Additionally, the Joe Team is in possession of a magnetic cannon capable of delivering a cargo almost anywhere in the world — exactly the tool Cobra requires to Venomize the human population.

Like Spy Troops, elements from the comic series published by Devil's Due are integrated into the story, such as the wrist-com gauntlets and the not-quite-secret status of the G.I. Joe elite. Previous animated forays likewise portrayed the Joes as publicly recognized heroes. The Cobra V-Troops are introduced but are never referred to as such, instead merely identified as "Venomized troops." From events occurring in this movie, most fans are led to believe that Valor versus Venom is the precursor to G.I. Joe: Sigma 6.


Actor Role
Alistair Abell Ace
Lisa Ann Beley Scarlett
Louis Chirillo Frostbite
Don S. Davis Wild Bill
Trevor Devall Wild Weasel
Brian Dobson Flint
Michael Dobson Cobra Commander
Jim Foronda Dr. Mindbender
Phil Hayes Hawk, Chief Torpedo, Wet-Suit
Mark Hildreth Hi-Tech
Peter Kelamis Polly
Blu Mankuma Heavy Duty
Joe May Dr. Link Talbot
Scott McNeil Destro, Gung-Ho
Colin Murdock Zartan
Ty Olsson Storm Shadow
Kevan Ohtsji Kamakura, Slice
John Payne Duke
Ward Perry Agent Faces
Teryl Rothery Baroness
Frank Salazar Venomous Maximus
Venus Terzo Jinx
Lee Tockar Shipwreck, Beachhead
Andy Toth Dusty


  • The following 3 3/4 inch collection would have been called G.I. Joe: Robot Revolution and would have featured the Joes against Cobra robots and cyborgs. That toyline would likely have its own movie sequel to Valor vs. Venom, but the toyline was replaced by the 8" Sigma 6 toyline. However, Sigma Six also deals with cybernetically-enhanced Cobras.
  • Though Firefly and Zartan appeared in the Valor vs. Venom toyline, with their filecards claiming that they had underwent the Venomization process (Firefly) or helped its development (Zartan), both remained absent from the movie.
  • In the movie, Hawk was transformed by Cobra into Venomous Maximus while the toyline treated Venomous as a completely separate character from Hawk. However, Hawk's file card made mention of his being captured by Cobra to transform him into Venomous.

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