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Villains Wiki
NOTE: This article is about the incarnation of Baroness from the live-action film series. The mainstream version can be found here: Baroness.
Villain Overview

You have to admit you had that coming.
~ The Baroness after kicking her former fiancee.

Ana Lewis, also known as The Baroness, is a major antagonist in the 2009 Hasbro film G.I. Joe Rise of Cobra. She is the sister of Rex Lewis and the former fiancee to Duke.

She was portrayed by Sienna Miller, who also portrayed Frankie Burns in 21 Bridges.


Ana DeCobray (nee Lewis), a.k.a, Baroness was a member of Cobra. Baroness was extremely intelligent and skilled in hand to hand combat, melee weapons as well as ranged fire arms. In addition to her tight leather suit, her equipment includes high-tech glasses and pulse weapons. She 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 and an air strike he ordered bombs the building too early. Duke, feeling too much guilt, could not face Ana and left her. Afterwards she was kidnapped by her brother and brainwashed into becoming the Baroness. Four years later she was married to The Baron Daniel DeCobray, a scientist with a lab that Cobra wishes to use. She was 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 was 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 was 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 was 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 was not shown.

When Duke was threatened with mind control and beaten, Ana managed to fight off the mind control she had been subjected to and began having memory flashes of the love she shared with Duke. Finally, she came to Duke's rescue before the Doctor could subject him to the procedure to turn Duke into a mindless Viper. Duke in turn managed to save her after the Doctor threatened to kill her via her implants if she tried to kill either him or Destro.

Together Ana and Duke manages to capture both the criminals. Ana is then seen being examined by a doctor who says it will take time but he will be able to remove the nanomites. Duke informs her that until then, she will be in the Joe Carrier Brig and that they will see each other often. However, Duke was later killed in the sequel G.I. Joe: Retaliation. Whether or not she heard of this is, and what became of her afterwards, is unknown.


Ana Lewis was originally the fiancee of Duke and was on the verge of becoming his wife before her brothers' 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 actually 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 quite cold, merciless, and stony-hearted, so she had no qualms about killing. However, this was only because she was being held hostage by her brother's mind control and Duke claimed that it wasn't actually the real Ana that had done these flagitious crimes. She seemed indifferent to the suffering of others with the exception of her husband (whose death at Storm Shadow's hands seemed to irritate her somewhat), and sarcastically congratulated Duke on saving Paris, seeming unconcerned to the fact that the whole city would have been destroyed if Duke hadn't deactivated the nanomites.

Skills and Abilities

Despite all this, Ana possessed incredible willpower and strength of character as she was the only person who had ever managed to fight off the nanotechnology she'd been injected with. Her love for Duke eventually overcame all her darker traits and she turned against her brother and James McCullen. Throughout the film, Ana proved to be an exceptional and impressive fighter with considerable skill both in weapons combat and 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.


  • Despite this being the Baroness, the character has several departures from her mainstream counterpart:
    • Baroness was never romantically involved with Duke, nor was she is the sister of Cobra Commander
    • In the animated series, she and Destro had a romantic relationship but in the movie Ana loves Duke. She does, however, flirt with Destro while brainwashed.
    • Her name was Anastasia Cisarovna and she was from Eastern Europe in the comics, but in the movie her real name is Ana Lewis and she was American. However, she does use Anastasia as her alias, but it's unknown if she also used Cisarovna as her fake surname.
  • Olga Kurylenko was considered for the role of Baroness before Sienna Miller was cast.
    • Sienna Miller took the role of the Baroness because it did not involve "having a breakdown, or addicted to heroin, or dying at the end; it was something that was just maybe really great fun."[1]
  • To prepare for her role as the Baroness, Sienna Miller spent four months in weight training and boxing, and learned to fire live ammunition.[2][3]
  • Sienna Miller sprained her wrist, while shooting the fight between Baroness and Scarlett.[4]
  • In the early draft of G.I. Joe: The Rise of Cobra written by Skip Woods, Baroness killed Scarlett at some point in the storyline.[5]
  • She is first character who defected from Cobra to work for the Joes, followed by her former teacher Storm Shadow in the sequel. Baroness has never defected from Cobra in the comics, though Storm Shadow did temporarily work for the Joes.
  • Sienna Miller declined the offer to return for G.I. Joe: Retaliation.[6]
  • In many ways, Baroness and Storm Shadow are the primary antagonists, as they are the most faced villains in the film and two of the primary threats; however, they still answer to someone else.

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See Also
Amblin Entertainment Villains | Avatar Villains | Avengers Villains | Beavis and Butt-Head Villains | Beverly Hills Cop Villains | Captain America Villains | Chinatown Villains | Clone High Villains | CSI Villains | Danny Phantom Villains | Dimension Films Villains | DreamWorks Villains | Friday the 13th Villains | G.I. Joe Villains | Henry Danger Villains | Indiana Jones Villains | Invader Zim Villains | Iron Man Villains | Jack Ryan Villains | Jerry Bruckheimer Villains | Jimmy Neurton Villains | King Kong Villains | Kung Fu Panda Villains | Legendary Entertainment Villains | Lemony Snicket Villains | Lucasfilm Villains | Madagascar Villains | Marvel Cinematic Universe Villains | Miramax Villains | Mission Impossible Villains | N.C.I.S. Villains | Nickelodeon Villains | Nickelodeon Movies Villains | Rango Villains | Rugrats Villains | Scream Villains | Sherlock Holmes Villains | Shrek Villains | Sonic the Hedgehog Villains | South Park Villains | SpongeBob SquarePants Villains | Star Trek Villains | Syfy Villains | Sweeney Todd Villains | Tim Burton Villains | Terminator Villains | The Fairly OddParents Villains | The Godfather Villains | Thor Villains | TMNT Villains | Transformers Villains | Transformers Cinematic Universe Villains | XXX Villains

            GIJoeTitle.png Villains

Cobra Commander (Krake) | Baroness | Tomax & Xamot | Storm Shadow | Dr. Mindbender | Firefly | Major Bludd | Scrap-Iron | Copperhead | Serpentor | Golobulus | Cobra Troopers | B.A.T.S.
M.A.R.S. Industries: Destro
Dreadnoks: Zartan | Zarana | Zandar | Buzzer | Ripper | Torch | Monkeywrench | Thrasher

Alternate Continuities
G.I. Joe: Resolute: Cobra Commander
G.I. Joe: Renegades: Cobra Commander | Dr. Mindbender
G.I Joe 2009-2013 Film Duology: Cobra Commander/The Doctor | Destro | Storm Shadow | Baroness | Zartan | Firefly
2021 Film Series: Baroness | Storm Shadow | Kenta | Mr. Augustine