Agent Faces

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Just like most of his GI Joe teammates, Agent Faces is a highly skilled human, one who lacks ascendant abilities of any variety. He's got a knack with imitation and disguises, but he doesn't have any ability that could really be considered super-human in scope.

Known Powers:


Limitations / Enhancements:



Commando Knife: when using guns would be impractical in a given situation, Agent Faces often dispatches his opponents with a serrated blade. Made from m.v. 40 materials, Agent Faces can either use this knife to cut through items of like m.v., or to inflict Slashing damage.

Disguise Kit: Agent Faces' truly indispensable equipment, the man keeps it in a large black duffel bag. Using this kit, Agent Faces can concoct life-like masks and uniforms of various types with ease, and he usually has a few of both ready-made in the event of an emergency.

For example, one of the numerous disguises that Agent Faces has made use of is one that allows him to pose as a member of Cobra's notorious Crimson Guard (v2). The uniform itself offers no special abilities, per se, but the status it provides allows him to gather all kinds of intel.

Machine Gun (v1): when subtlety is no longer an option, Agent Faces can whip this beast out and discharge one round to inflict rank value 6 Piercing damage, a short burst of such to inflict rank value 10 Piercing damage, or fire it continuously to inflict rank value 20 Piercing damage.

Sidearm: his primary piece, this weapon is deadly in Agent Faces' hands, and a bit more subtle than taking a machine gun to somebody. He can fire one round from this hand cannon to inflict rank value 6 Piercing damage, or a three-round burst to inflict rank value 10 Piercing damage.

Shotgun (v2): Agent Faces sometimes utilizes a shotgun, one which inflicts rank value 6 damage in a thirty degree arc when firing birdshot, rank value 10 Piercing damage to adjacent foes when firing buckshot, or rank value 20 Piercing damage to one foe when firing slugs.


Natural Talent / Disguise: while some people work all their lives to be master spies, Agent Faces was simply born with the knack - he's always been good at mimicry and disguise. He should receive a +2 RS to any ACTION called for when simulating any aspect of another.


Detective / Espionage: supplementing his natural disguise talent, Agent Faces has received extensive training from the Army in regards to intelligence work. He should gain a +1 RS on ACTIONs directly related to the collection of information, whether subtly and overtly.

Guns: one of those talents he picked up in basic training, this skill is a must for all military men and women. As such, Agent Faces can use any standard, semi-automatic, or fully automatic rifle or pistol, as though his Coordination trait was +1 RS higher than is listed above.

Martial Arts types A and B: extensively trained in unarmed combat, since sometimes stealth is more important than simply blasting someone to bits in spy work, Agent Faces gains a +1 RS in unarmed melee, and may Pound or Concuss a foe regardless of his comparative Brawn or Fortitude.

Military / United States: the source of Agent Faces' basic talents, this 'background' skill has uses all its own. It provides him a reflexive understanding of military protocols and procedures, and grants him the ability to effectively lead fighting men and women into battle.

Skill / Knives: when guns are too much and fists aren't enough, sometimes you just have to cut somebody. Agent Faces has been trained and certified in the use of the commando knife, though he's just as competent with any short blade, and can use them at his Melee +1 RS.


Agent Faces is one of the Joes, which is a very tight-knit group despite its almost unwieldy size. The man can usually rely upon his fellows for help should he reveal himself to them. Furthermore, Agent Faces has countless additional contacts in espionage and government circles.


Agent Faces' primary field uniform is a simple one. It consists of black trousers, brown leather hip holsters, black leather boots, black leather gloves, a black leather jacket over a white T-shirt, and a green belt and bandoiler that's filled to the brim with equipment pouches.

One is unlikely to encounter Agent Faces so dressed in the field, though, for the man often makes use of disguises to fit in to some terrorist outfit or another. For instance, he makes considerable use of the Crimson Guard's uniform, as 'Siegies' have all kinds of clearance in Cobra.

Makes it real easy for him to find out what those villains are up to.


Michelino seems to be dedicated and trustworthy, but then most spies do. He's also wont to using his special skills to amuse himself by imitating his teammates most brutally, or at the very least to get himself extra time off by using Duke's handwriting to sign his leave papers.

Real Name: Michelino J. Paolino, grade E-4
Occupation: GI Joe deep cover operative
Legal Status: citizen of the United States with no known criminal record
Marital Status: single
Alias(es), if any: various single-use, throwaway identities
Group Affiliation: GI Joe

Height: 6'
Hair: black
Eyes: brown
Weight: 180 lbs
Other Distinguishing Characteristics: Agent Faces usually wears a goatee.


Agent Faces' tale is like an urban legend. The story goes that he's always had an uncanny knack for imitation, that he can watch a person for just a few minutes and then become them, artfully mimicking body language, speech inflections, and often his subject's voice itself.

Once while in basic training, Agent Faces was amusing his fellow recruits by performing a brutally accurate imitation of his First Sergeant, when that same fellow caught him in the act. Agent Faces expected to get a brow-beating for this at the very least, but something else happened.

His top kick didn't assign him to punishment duty, but rather put him before a special evaluation board, sensing a unique potential in him. Shortly thereafter, this board shipped him off to a top secret intelligence school, and by the time he was done, Agent Faces was a changed man.

Armed with additional subterfuge skills using makeup, mask making, and more, Agent Faces became a true master of disguise. These new skills, along with his natural talent, make him capable of posing as just about anybody he chooses to, which comes in handy against the forces of evil!

Eventually recruited by GI Joe, Agent Faces quickly became their master spy, a veritable counterpart to Cobra's own Zartan. The only advantage that foe has over Agent Faces, after all, is his advanced holographic technology and inexplicable mutant powers. Unfair advantages, to be sure.

This hasn't stopped the two from clashing, but their jobs have, though. Several times the two have both been 'on the job' posing as members of the enemy team when one found the other out, but had to play along with the seemingly obvious charade to avoid exposure.

Not that this slows Agent Faces down any. This is because, despite being opposed by Zartan, most of Cobra's flunkies can never see through his disguises, especially since most of them wear masks as well. The extra layer of subterfuge is just too much for them, apparently!

Extra Goodies:

Agent Faces 4C System: Edition 13 Text File Download

GI Joe directories featuring a version of Agent Faces:


* Note: Agent Faces only ever received two action figures, both in 2003.

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