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* Baroness, while herding a woman out of an elevator at gunpoint:
-->'''Baroness:''' Get out! ''({{Beat}})'' Nice shoes.
* Baroness again: after her Hummer gets blindsided by a train, as she pushes the driver's corpse out of the wreckage: "Next time, I'll drive."
* Duke sizing up Snake Eyes.
-->'''Breaker''': He doesn't speak.
-->'''Duke''': Why not?
-->'''Breaker''': He doesn't say.
* "Did it work?...Good. Because I think I'm about to be arrested. Again."
** Pretty much every line Ripcord says falls under here. He IS played by Marlon Wayans, after all.
*** When a dead Neo-Viper starts shaking on the ground:
-->'''Ripcord:''' He's still alive!
-->'''Scarlet:''' He can't be; he has three inch needles in his head!
-->'''Ripcord:''' Hey, dead guys don't break dance!
** Nevermind his lines, just the shocked look on his face when Storm Shadow cuts his pistol clean in two.
** "Fire! Shoot! Blast away! Bust a cap!"
* This exchange:
-->'''Breaker''': "Finding [=McCullen's=] base is gonna be harder than finding [[{{Malaproper}} a needle in a coal mine]]."
-->'''Ripcord''': "You mean haystack."
-->'''Breaker''': "Oh, right. ''Haystack'' in a coal mine."
** Also this exchange:
--->'''Duke''': "I told you to [[ReadTheFreakingManual read the manual]]."
--->'''Ripcord''': "There's a manual?!"
* Bypassing the MARS base's security system:
-->'''Breaker''': "What you'll have to do is to rewire the laser panel's brain by carefully—"
--> ''Snake-Eyes stabs the panel.''
-->''' Breaker''': "—or you could just stab it..."
* Ah, the joys of TemptingFate:
-->'''Baroness''': "He (Snake Eyes) gave up."\\
'''Storm Shadow''': "He [[{{Determinator}} NEVER]] gives up."\\
''Beat''\\
''[[RammingAlwaysWorks Cue their Hummer getting hit by a train]]''
** Also counts as a MythologyGag (or WaxingLyrical[=/=]TitleThemeDrop), referencing the lyrics of the animated ''WesternAnimation/GIJoe'' cartoon title theme.
* Speaking of Storm Shadow:
--> '''Zartan''': (after knifing Cover Girl) Oh, that's right. [[WouldntHitAGirl You don't kill women.]]\\
'''Storm Shadow''': For you, Zartan, [[ImpliedDeathThreat I'll make an exception]].
** He makes good on that promise in the next movie.
* Joseph Gordon-Levitt's performance as The Doctor/Cobra Commander is hilarious, delivering his lines with just the right combination of nonchalance and camp. He steals the entire film.
--> '''The Doctor''': Consider it done. The Joes will never know what hit them!
* The COBRA underground machines in the desert leave obvious dirt tunnels right out of a Bugs Bunny cartoon.
* Duke trying to catch up to the hummer in Paris. He bursts out of a wall onto the street, asking where they are, because he can't see them. Cue the hummer crashing into him from behind. As he straddles the windshield, The Baroness gives him a sarcastic wave from inside.
* Duke and Ripcord are chasing the hummer just as the train crashes into it. Since the train is still there, Ripcord [[DestinationDefenestration crashes right through the windows, startling the commuters inside]], while Duke gracefully sails over it. They then bounce over ''several'' car roofs before landing awkwardly.
--> '''Duke:''' What happened to you?
--> '''Ripcord:''' I jumped through the train. What happened to you?
--> '''Duke:''' I jumped ''over'' it.
--> '''Ripcord:''' You can do that!?
--> '''Duke:''' Yeah. Told you to read that manual.
--> '''Ripcord:''' There's a manual!?
* Scarlett rubs it in Ripcord's face during training that, although he did well, he missed one target and ''she'' set the record for hitting all of them, and suggests that if he doesn't hit them all himself, "take up knitting".
* In the opening, Ripcord is trying to convince Duke that they should transfer to the air force so they can fly jets.
--> '''Duke:''' You want to get up in the air? I'll buy you a trampoline.
** Later, after Cobra ambushed them and the Joes revealed themselves, General Hawk is revealing how much he knows about them.
--> '''Hawk:''' Expert marksman. Second in your battalion. Weapons specialist. Jet qualified.
--> '''Ripcord:''' (''to Duke'') [[BrickJoke I told you]].
--> '''Duke:''' Not now, Rip.
* Ripcord flying one of Destro's jets, and discovering right before he needs to fire a missile to destroy the warheads that there are no flight controls. Scarlett assumes they must be voice activated and, after they fail to respond to anything Ripcord says, deduces that they respond to a different language. And since they were designed by a Scottish man, she gives Ripcord the Scots Gaelic for "fire" and it works!
* While trying to flee the Pit, and their ride out has been destroyed, the Baroness wonders what to do next. Storm Shadow nonchalantly says "follow me", and flips over the railing to land on his feet below. The Baroness, who by contrast is wearing [[CombatStilettos high heeled boots]], snarks "like that's going to happen" and just shoots the walkway to make it into a makeshift ramp.
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