Disclaimer: I don't own G.I. Joe, the product brand names nor the songs but I own this story and the original characters. I don't use them for endorsements. They belong to their perspective owners. So please, no lawsuits.

George Michael's Freedom 90 plays

Back in Chicago, IL in the morning, while the Baroness in Duke's body took a shower after a night of passion, Duke in the Baroness' body is still asleep, currently dreaming which turned into a nightmarish flashback of last year.

A nightmare that haunted him for over a year since he last fought against Cobra when they attack Joe headquarters over the Broadcast Energy Transmitter.

Cobra and Cobra La gave the Joes their run for their money until Lt. Falcon, Sgt. Slaughter and the Renegades came to their aid, only for Serpentor to retaliate by firing a cannon which destroyed Sgt. Slaughter's Triple T tank that sent Falcon and Slaughter hurling to the ground.

Black Light Burns' Coward (Renholder Remix) plays

Duke yelled "Falcon!" as the flames from the crash began circling around. He ran to the crash site to rescue Falcon and Sgt. Slaughter as the flaming circle was complete.

As he regained consciousness, Falcon saw Serpentor approaching him and the Cobra Emperor snarled "You, young one. You nearly thwarted my destiny!"

Serpentor pulled out his snake spear and proceeded to throw it at Falcon but Duke intervene by knocking the spear out of his hands and they got into a struggle.

"Duke!" Falcon cried for his older step brother and the struggle ended when Duke was over powered by Serpentor and was hurled to his younger step brother.

Serpentor picked up the snake spear, snarled "Die! Arrogant earth scum!" and threw the spear at Falcon.

Duke cried" Nooooooooooo!", got in front of Falcon and the snake spear went through the heart side of his chest.

That image in his nightmare repetitively played four times until it stopped with him falling on Falcon's arms and Serpentor stated "He took the snake meant for your heart but his sacrifice will be in vain! This I command!"

Duke woke up from the nightmare, screaming in cold sweat. While he was trying to regain his breath, the Baroness in shower yelled "Darling, are you right? What happened?"

"I'll tell you about it over breakfast." Duke responded as he removed the covers off of him, walked over to a mirror and saw the reflection of the body he still trapped in.

He said to himself "I knew it was gonna be days like this.

20 minutes later, both Joes covered their naked bodies in white ropes, eating scrambles eggs, sausages, bacon and oatmeal with Duke drinking coffee and the Baroness drinking tea.

"Now darling, tell me why were you screaming in your sleep? Were you having a terrible nightmare?" Baroness began, showing concern for him.

"Yeah. The damn nightmare that's been giving me a huge headache for over a year. It was about this." Duke answered, pointing at scar on his former body's right side of the chest.

"Oh, Serpentor did this to you. He nearly killed you but you survived his attack and suffered heartbreaking losses that nearly destroyed you from within."

"Which is why I'm gonna return the favor that next time I see that piece of shit. The pain he caused me is nothing compared to the pain I'm gonna cause him."

"You will have your revenge my love. As long as it does not cloud your judgement. I spoke from experience because I was obsessed with killing Snake Eyes for my brother's death."

"Snake Eyes didn't do it okay!? You're making this a big deal!" Duke was annoyed by the same excuses the Baroness made about Snake Eyes.

"Don't you give that tone, Duke! I'm just..." Their argument got cut off by the news bulletin on TV.

The anchorman reported "There's been a supernatural incident in the Big Apple when Cobra attacked the city of New York by using a dangerous weapon capable of transforming humans into monsters. Only more horrifying and terrifying than what you saw on Sci-Fi and Horror movies." as the TV showed images of New Yorkers being zapped and changed into mutated monsters by the rays from the same weapon that switched Duke and the Baroness into each other's bodies.

"The alternator device!" Both Duke and the Baroness exclaimed.

The anchorman continued "And this just in: Cobra has sent a message which is more like declaration of World War III." before the image of the TV screen switched to Golobulus with the rest of Cobra standing behind him.

"Citizens of the world, I, Golobulus have informed you that Cobra under my leadership have taken New York City hostage. We've transformed some of the human race living here into mutated creatures, terrifying the city with the use of the weapon called the Alternator device. Laugh at the name of our powerful weapon while you must but I assure you that once you witness a live demonstration, it will no longer be a laughing matter."

Golobulus turned to Dr. Mindbender and ordered "Dr. Mindbender, prepare to fire!"

"At once, oh great and powerful one!" Dr. Mindbender gleefully replied at he set the Alternator device to target Manhattan.

Making Things Go Booms composed by Henry Jackman plays

After Mindbender activated the weapon, Golobulus verbally signaled "Ready. Aim. FIRE!" as Mindbender fired a powerful shot from Cobra Mother Ship floating next by the Statue of Liberty to Manhattan, which is many miles and yards away.

Everybody is currently watching the demonstration of Alternator device zapping a soon to be another victim of that weapon, including the switched up Duke and the Baroness in Chicago, the rest of the G.I. Joe team in the U.S.S. Flagg, which still many hours away from arriving in the Atlantic Ocean and Cobra Commander in his throne inside gold and black version of the Cobra helicarrer.

The beam randomly zapped the brown haired man who walking with his beautiful blonde haired girlfriend and turned him into a werewolf like mutant. The girl screamed at the top of her lungs as the werewolf mutant chased after her until she herself has been zapped by the Alternator device that mutated her into a cheetah. And then the mutated couple went on to terrorize a lot of people in Manhattan.

All over New York, the mutated victims of the Alternator device kept terrorizing and attacking everybody that resulted in car crashes, buildings being torn apart and dead bodies starting to pile at an alarming rate.

Even the police and the swat team were unable to keep this riot like situation under control.

"Son of a bitch! These bastards has crossed the line!" Shipwreck exclaimed.

"They've turned these people into monsters!" Lady Jaye in Flint's body added.

"Let's get out there and kill them sons of bitches!" Gung-Ho decided that they should go after them and make them pay.

"Not yet, men. Pay attention to what Golobulus is about to say." General Joe Colton told them as they turned to the screen.

Golobulus continued "Now that you've seen what the Alternator device can do, you will be awared that we can mutate you into monsters if we desired to. Or we can use it to exchange your minds into different bodies and leave nothing but mass confusion and total chaos."

"Like they did both of us, Lady Jaye." Flint in Lady Jaye's body said.

"Totally." Lady Jaye agreed.

"The reason why we demonstrated our superiority to you by firing the first shot is to send a message to G.I. Joe..."

"Well we got it and heard it loud and clear." Duke said, folding his feminine arms.

"...and the former leader of the most feared terrorist organization ever created, Cobra Commander."

"Asssss expected." Cobra Commander hissed, grinning inside his faceplate.

"We are officially declaring war to both sides. You have until 7pm to prepare yourselves. The final battle will take place at the Statue of Liberty where we will place the Cobra Mothership along with the Alternator device by the legendary structure. Which we plan to deduce to rumble!" Golobulus laid down the gauntlet.

"Over our dead bodies, you slithering scum." General Colton sneered, gritting his teeth.

"Weather you win or lose, none of you shall survive it! Remember, you have until 7pm tonight to stop us. I, Golobulus have spoken." Golobulus concluded as his image disappeared from every screen in the world.

Cobra Commander hissed "Fool! That was my catchphrase! I said it first!" until he calmed down and said "No matter. Actions will speak louder than words anyway. In a three way war, I will finally have my revenge on G.I. Joe, Golobulus, Serpentor and their mindless followers, regain full control of Cobra and do something that's been alluded to me for far too long: achieve victory and world domination! All will be mine!" before he let out a loud maniacal laugh that echoed through the golden Cobra helicarrer.

Back at the U.S.S. Flagg, the Joes realized that they need to be prepared for tonight if they want to survive a three way war and hopefully win.

General Joe Colton turned to the Joes and said "Everybody listen up! If we're gonna stop Cobra and the C.O.I.L. and save the world, we're gonna have to get ready! This maybe our last chance to get the Alternator Device and change these people back to normal! Including Duke, Baroness, Flint and Lady Jaye!"

"Beachhead, Sgt. Slaughter, step up training the green shirts and conclude training them at 1700 hours!" Colton instructed both Joe drill instructors to step up boot camp training to prepare the green shirts for the final battle.

"Yes, sir!" Beachhead and Sgt. Slaughter responded.

"Mainframe, Dial-Tone, Breaker and Sparks to contact Duke and the Baroness in Chicago and let them know that I've already sent an airplane to fly them to New York and hopefully that they'll arrive at the time the battle starts. And while you're at it, contact Snake Eyes and the Ninja Force. Tell them not to engage in battle until we arrive." Colton also instructed the tech guys of the Joe team.

"Yes, sir!" Mainframe, Dial-Tone, Breaker and Sparks responded as well.

"The rest of you put every fuel and ammo in every weapon and vehicle we have. As of right now, the codename is this mission is called "Retaliation". Now let's get to work because we have a battle to win!" Colton ordered the rest of the Joes while raising his right fist to motivate them.

Feeling motivated and inspired by his leadership, the Joes raised their fists and let out a very loud "YOOOOOO JOOOOOOEEEEEE!" before they left the communication room.

"God help us if we lose." Colton muttered.

Back in Chicago, Duke and the Baroness realized that their vacation will have to be cut short.

"Looks like vacation's over, Baroness. After breakfast, we're suiting up, check out of this place and head straight to a military base. And hopefully we find a plane that'll fly us to New York because it's gonna take a miracle for us to accomplish our goals of kicking the asses of Cobra and the C.O.I.L., take back the Alternator device, switch back to own bodies and destroy the damn thing before it could used to harm anymore people." Duke revealed his plans to her.

"Great plan, Duke. Let's hope that it could work." Baroness agreed.

"Me too because we might not have that chance again."

"So how long the flight is from here to New York?" Baroness asked.

"Two hours and fifteen minutes. We'll meet up Scarlett, Snake Eyes, Storm Shadow and the Ninja Force there." Duke answered.

"Are you sure about this, darling? I mean you sounded like you're about to get your hands dirty." The Baroness was concerned about Duke because it wasn't like him to resort to desperate measures.

"Maybe but sometimes you gotta bend or break the rules to get the job done while maintaining the balance between good and evil. I was used to being a Boy Scout back then but this time, we're gonna be bad asses." Duke confinadintly stated.

Baroness grinned and said "Just what I have in mind, Duke. That's also my specialty."

"Good. Now let's suit up."

The Heavy's What Makes A Good Man? (Original Version) plays

After they finished their breakfast, put on their underclothes, brought out their new uniforms and start putting them on.

The Baroness in Duke's body wore red short-sleeved shirt with beige vest; brown holster, straps, and gloves; beige and red camouflage pants with red belt and shinguards; beige boots.

Duke in the Baroness' body retains wearing a black leather uniform with an anti-Cobra symbol on the chest but with a long black leather skirt. He also got on a pair of large hoop earrings and some makeup because the Baroness insisted that her body has to look extremely beautiful and sexy as possible.

After the Baroness put her former in a high ponytail bun on top of Duke's head, they packed all of their stuff in the suitcases, left the room and checked out of the hotel.

They put all of their suitcases and their belongings in the trunk and got inside Duke's Chevy Camaro.

"Rock and roll." Duke said as he placed the keys in the ignition and engine started. He backed the back up and then drove until the car left the hotel parking lot and headed straight to the airport where the giant military plane will be waiting for them.

In the black and gold Cobra helicarrer, the C.O.I.L. led by the Cobra Commander are preparing for the final battle by assembling their troops and putting in even more superior firepower to counterpart G.I. Joe's and Cobra's all combined.

When the Captain of the C.O.I.L. vipers saw Cobra Commander making his presence known, he immediately saluted to his superior.

"Captain, what's our status?"

"Sir, we've added about at least a thousand C.O.I.L. Vipers, repainted all the Cobra vehicles in gold and black and made them at least more powerful than Cobra's."

"Excellent. Cobra under the false leadership of Golobulus and Serpentor will never know what will hit them. Let's see if G.I. Joe can survive what we have in store for them as well. If not, they will die as well. Along with those who betrayed me. Including Storm Shadow and the Baroness."

Back in Chicago, Duke and the Baroness finally arrived at the Chicago Midway International Airport where the giant military plane is running and ready for take off.

"We're finally here. And not a moment too soon."

"Duke, the plane is running. They were waiting for us."


When Duke parked his car inside the plane, they saw the new recruits from the rescue mission a few days ago standing inside.

"Gridiron, Lt. Stone, what are you guys doing here?" Duke demanded.

"Colton figured you might need some back up so he assembled us to pick you two up and fly to a military base in New York where we'll meet up with more recruits from the G.I. Joe subgroups, like Stone's team called G.I. Joe Extreme and Sgt. Savage's team called the Screaming Eagles. And we also got the Battle Force 2000 with them too." Gridiron explained.

"Well, that's good news." Duke said.

"Yeah, well, it gets better. Look behind you." Lt. Stone directed Duke and the Baroness to turn around and they saw Billy appeared before them.

"Billy! You surprised us! What are you doing here?" A surprised Baroness demanded.

"Joining you guys to meet up with Snake Eyes and Storm Shadow in New York City." Billy answered with a smile on his face.

"No way, kiddo. It's way too dangerous for a kid like you to get involved in this. Especially if you want to live to see 20 or 21." Duke protested and forbid Billy from joining the fight because of his age.

"I know but I want to stop these snakes and help you get the weapon that switched you two and change you back as badly as you guys do. Not to mention that I want to kick my insane father's ass for what he put me and everybody through." Billy reasoned with Duke.

"He's right, darling. He trained by Storm Shadow to be our ally so we have no choice but to except his help." The Baroness attempted to convince Duke into letting the teenaged ninja join in.

"But if I do that and the kid gets killed, I'm gonna be hearing it from my superiors." Duke was worried about being chewed out by his commanding officers about letting a teenager fight by their side against Cobra and the C.O.I.L. in the final battle.

The Baroness got pushy and told him "Just stop worrying about it and let the boy fight with us! We'll deal with this when it's over!"

"Okay, okay! I get the message!" Duke turned to Billy and said "Get in kiddo. We got a flight to catch."

"Thanks, Duke! I owe you one!" Billy obliged as he ran for a seat.

"Nah, you saved our lives yesterday so we're even." Duke reassured before he turned to his Eastern European lover while they're walking to the pilot cockpit.

"You are one pushy lady, ya know that? Always trying to get your way or the highway." Duke contemplated her about her sometimes bitchy attitude that she was infamously known for.

"I have my moments." The Baroness with a grin happily stated.

"Yeah but this isn't the Baroness show, ya know?"

"Oh shut up, Duke. You are so stubborn when it comes to being a little..."

"Okay, okay! I am stubborn. Can you blame me?" Duke admitted his stubbornness to her.

"No because I am a very stubborn woman as well." The Baroness revealed that she's as stubborn as him as well.

"Yeah, I can tell." Duke said before he inside the cockpit and asked the pilots "Is the plane ready to take us to a military base in New York City?"

"Yes, sir. We're fueled up and ready to fly." One of the pilots answered.

"Beautiful. Now let's go. We got a world to save." Duke ordered the pilots to take off.

"Yes, sir!" Both pilots responded as they proceeded to take off.

Duke stepped out of the cockpit, turned to Drop Zone and ordered "Close it, Drop Zone! We're about to fly!"

"Roger that one, Duke! New York City, here we come!" Drop Zone responded as he pressed the close button and the huge door closes.

No Easy Way Out by Robert Tepper plays

The huge military airplane rolled around the flight area until the plane finally took off to the air.

While the Baroness and the rest of the new recruits were having conversations, sharing stories and laughs on their flight to New York City, Duke sat back and reflected upon events from last year to today. The events that changed his life forever.

The first fight over the Broadcast Energy Transmiter where he defeated Serpentor by using his momentum against him by senting him hurling on the B.E.T. where he got electrocuted which led him to be captured by the Joes while Cobra under Cobra Commander's leadership retreated to Cobra-La, the conversation with General Hawk, who sent Flint, Lifeline and Iceberg on a rescue mission to search for Roadblock's group who was captured by Cobra-La, his heated argument with Lt. Falcon, Serpentor's escape that put Falcon in trouble with Hawk and the Joes, another heated argument with Falcon after Duke tried to bail him out which led to Falcon being sentenced to boot camp at the Slaughter House, another battle with Cobra which led to Cobra's success of penetrating Joe security and retrieving the B.E.T., saving Falcon by getting stabbed on the heart side of the chest by Serpentor's snake spear and telling Falcon to grow up and proudly serve the United States before he calapsed to his "death".

He woke up from the coma to learn that Joes with Falcon's help saved the world, but still suffering severe injuries at the hands of Serpentor, his last days as a Joe were unpleasent when he and Beachhead had a falling out during a Joe leader meeting where their argument led to a fist fight and Falcon was once again arrested for disobeying Hawk's orders of not coming after Serpentor despite Falcon's successful capture of the Cobra Emperor, Falcon's mental health issues where he snapped and attacked General Hawk after he was discharged from G.I. Joe and the Military for organizing an unauthorized mission that put the Rawhides in danger.

During a brutal rehabilitation in Birmingham, Alabama to heal his life threatening injury, he was in the state of depression for a full year when Scarlett wrote a break up letter to him and told him that she has strong feelings for Snake Eyes. Despite eating, drinking, sleeping and doing some intense workout, he was unable to get off of his depressive state.

When he got back home in St. Louis, Missouri, he had thoughts of suicide until he watched to news that Cobra is back, he decided to rejoin the Joes and resume their struggle against them. His first battle against Cobra since last year led to him, Flint, Snake Eyes, Roadblock, Shipwreck, Polly, Mutt, Junkyard and Dusty being captured by them.

While he was unconscious, he was kissed by the Baroness out of curiosity which turned out that they have sexual chemistry with one another that drew Destro's ire.

The Baroness' growing feelings for Duke, the abuse at the hands of Destro and the way she was treated by Cobra led her to betray her former allies and rescued the captured Joes. During a huge brawl and the surprise attack from Cobra Commander in his mutated cobra form, Dr. Mindbender's attempts of turning Duke into a mutant cobra went horribly wrong which causes the 1st Sergeant to switch bodies with the Baroness.

After Beachhead's group rescued them and the Joes who were captured, Duke and the Baroness escaped Cobra Island in each other's bodies, explained their situation to General Hawk and had sex that night.

Another battle at Joe headquarters where Storm Shadow revealed himself as a Joe infiltrating Cobra and the betrayal of Lt. Falcon that resulted casualties like the destruction of G.I. Joe headquarters and the injuries of Cover Girl, Stalker, Bazooka, Steeler, Leatherneck and Wet-Suit. Because of that, Duke and the Baroness sworn vengeance for Falcon's actions.

More events where Duke talked to Scarlett about their defunct relationship and resolved the hostility between the former couple, him and the Baroness adjusting in each other's bodies while fighting against Cobra until General Hawk took a bullet meant for Duke that paralyzed the General from the waist down.

The capture of 32 Joes, more body swaps between Flint and Lady Jaye, Shipwreck and Polly, Mutt and Junkyard and Serpentor taking over Scarlett's body, the fall of Cobra Commander and synthoids posing as the Baroness' parents to manipulate and agonizing her to rejoin Cobra that forced Duke and the Joes to fight to get her back and foil their scheme to force the Baroness to rejoin the terrorist organization she helped created.

After she knew the truth about the charade and secret parts of her past, she was outraged, furious and betrayed by her former allies and went back onto Duke's loving arms and the Joes who supported and applauded her decision to leave Cobra. During the struggle over the control of the Alternator Device, they've only managed to switch Scarlett, Mutt, Junkyard, Shipwreck and Polly back to their original bodies while Serpentor transformed into a 7'0", three hundred plus pound snake faced monster.

While evacuating the self-destructing Terrordome, Duke discovered that his estranged biological father was locked in the dungeon and got him out before the Terrordome exploded. All the 32 G.I. Joes were rescued by General Joe Colton, Sgt. Slaughter, the Renegades and the new recruits and they're able to fly off of Cobra Island before it exploded off the face of the earth.

When they got back to the Flagg, the Joes were devastated to see General Hawk in a wheelchair and that he can never walk or fight Cobra along with them again.

After dropping Duke's father, Max Hauser off at the airport, Duke made peace with his father and say goodbye to before Max boarded on the airport and fly to Iowa to stay with Duke's grandparents until he gets his life back together.

During their limited vacation in Chicago, Duke and the Baroness were have time of their lives. Especially the sex they had last night.

After he was finished reminiscing the events from last year to today, Duke with the determined look on his feminine face declared "Last year was wrong for me. This year I'm going to make it right. No matter what it takes."

Next time on G.I. Joe Trading Faces: The Joes make one last preparation for a three way final battle that'll determine the fate of the world.

A/N: Hey guys! Sorry I took so long but I got it out now. Maybe I should tell you what inspired me to write this story.

1. There was a lack of G.I. Joe body swap stories so I became the first one to write it since there's no body swap episode in any different G.I. Joe cartoons.

2. What inspired me to brainstorm about the Baroness switching sides to the Joe team and fall in love with Duke is a story in this website written by JasonLeeScottFan called The Return of Serpentor where Scarlett became romantically linked to Serpentor and defected to Cobra.

3. I loved the Duke/Baroness pairing. That idea came from the movie G.I. Joe: Rise Of Cobra. How that pairing, characters and background in that movie executed sucked so I looked into websites and comic books for research and come up with ideas to do with them.

4. I decided to put Snake Eyes and Scarlett together in that story by ending her relationship with Duke via break up letter. I wrote a couple of chapters about them having sex, lip locking, fighting side by side, Snake Eyes reaching a breaking point when Serpentor took over Scarlett's body and Snake Eyes saving Scarlett from the fall. I did that because I'm now more a fan of that pairing than the Duke/Scarlett pairing and in favor of the die hard fan of the Snake Eyes/ Scarlett pairing. After all, Scarlett has more chemistry with Snake Eyes than with Duke anyday.

Please review in a positive way. Don't negative, rude, disrespect or so full of shit. But at least give me an honest opinion how the plot and how the characters were portrayed. Thanks! Peace!