Unless you have been living under a rock for the past year or so, and missed the live-action G.I. Joe: Rise of Cobra you're well aware that the Joes first ever female solider, Scarlett, was played by the super-hot, super-gorgeous Rachel Nichols. In part 1 of the "Women of G.I. Joe" we'll explore the career of the model-turned-actress, from her early photoshoots throughout her rise in movies and tv. Be warned, the following artcile is EXTREMELY pic heavy, and the actual beauty contained in aforementioned pictures might just handicap you for life.

Early Life

The daughter of Jim and Alison Nichols, Rachel Emily Nichols was born and raised in Augusta, Kennebec County, Maine. She attended Cony High School, where she competed in the high jump. As a sophomore at Cony, she studied abroad in France. Nichols admitted to Latino Review that she "wasn't the hot chick" in high school, referring to herself instead as a "late bloomer". Upon graduating in 1998, she headed to Columbia University in New York City, intent on studying psychology. While growing up, Nichols enjoyed trekking through the outdoors and loved windsurfing, sailing and "just being on the water".

Modeling Career

According to Nichols, she stumbled into modeling accidentally: "I was in the right place at the right time and decided to give modeling a try." While posing for companies like Guess? and Abercrombie & Fitch, she also enrolled in drama classes at Columbia. She maintained a difficult schedule throughout college, balancing her studies in New York City with photo shoots in Europe. In 2002, Nichols decided to really pursue acting in earnest.

Early Acting Career

At first, Nichols appeared in various television shows in bit parts. Her first auditioned role, which she won, was that of an orgy-loving restaurant hostess in a 2002 episode of Sex and the City, but later that year she won the role of Jessica, the dogged school-newspaper reporter, in Dumb and Dumberer.

She left Columbia midway through her last semester to shoot the picture, but still managed to graduate on time despite the demanding modeling schedule. She wrote two term papers and took the final exam of her undergraduate career just days before shipping all of her things to Atlanta, where Dumberer was being filmed. Although Dumberer was ultimately a flop, the exposure it provided earned Nichols roles in the television series Line of Fire, plus the 2005 horror films, The Amityville Horror, and The Woods.

In 2004, FOX planned to develop a series vaguely reminiscent of their first hit drama, 21 Jump Street. They enlisted Todd and Glenn Kessler (of Robbery Homicide Division) to create the show, tentatively named The Inside. The Kesslers cast Nichols as a 22-year-old federal agent who impersonates a high-school girl in an undercover operation; they also cast Fastlane's Peter Facinelli and model Willa Holland, and shot a pilot. The pilot underwhelmed studio execs, though, and FOX brought in Angel writer Tim Minear to re-tool the concept. Minear ended up radically changing the show's story and purging the entire cast — save for Nichols, who remained the show's centerpiece. While some sources said that Nichols was kept on because FOX pressured Minear to do so, Minear stood by a different story: "Even if [Nichols] wasn't already living in this show when I got there I'd have cast her. [She's] a star in the making, I feel. And an unspoiled delight..." he told Variety.

The new concept more closely echoed The Silence of the Lambs than Jump Street, and Nichols' character had been dramatically altered as well: now she was rookie Special Agent Rebecca Locke, assigned to Los Angeles' FBI Violent Crimes Unit, an elite group of criminal profilers charged with tracking the city's most dangerous deviants. Another of Minear's new wrinkles was that Nichols' character now had a marked similarity to the back-story of Elizabeth Smart, including a history of suffering, kidnapping, and abuse. The summer 2005 series received mixed reviews and a limited run, though the performances of Nichols (who says she "tested mostly for high school parts" before winning The Inside's dark lead role) and co-star Peter Coyote received generally favorable marks from critics.

After the failed FOX series, Nichols quickly found work on the ABC series Alias in the fall of 2005. Nichols portrayed Rachel Gibson, a computer expert duped into thinking she works for the CIA, when in fact she is working for a dangerous terrorist organization — a predicament not far removed from that of Sydney Bristow in Alias' first season. Discovering the truth, Nichols' character later joins the real CIA and becomes Bristow's protégé, complete with undercover missions and martial arts scenes, which Nichols had to work hard on to make appear realistic, struggling at first with the stunts. Coincidentally, Alias marked the second series in a row for Nichols in which she portrayed a government agent.

Although ABC announced the cancellation of Alias effective in May 2006, Nichols' character was created as a possible replacement for series star Jennifer Garner's Sydney, had the actress chosen to leave the show or scale back her involvement in the series (this, in fact, did begin to occur as the season progressed and Garner's real-life pregnancy prevented her from taking part in many action sequences). On May 22, 2006, Nichols appeared in Alias' final episode, "All the Time in the World".

After starring in two canceled television series in the last calendar year, Nichols turned her attention back to the big screen with two movies in 2007. The first, Resurrecting the Champ, featured Nichols as the assistant to a sportswriter (Josh Hartnett) who finds a former boxing legend (Samuel L. Jackson) living homeless on the streets. The second, P2, marked a return to the horror genre for Nichols, as she portrayed a businesswoman who gets trapped inside a public parking garage with a deranged security guard. In this role, Nichols refused to shoot any type of nudity, including sheer, wet tops. "In place of the nipples there's clearly a lot of cleavage," Nichols said in an interview, "so we made a compromise."

In 2007, Nichols also landed one of the leads in another FOX series — the science fiction drama Them, directed by Jonathan Mostow, although the show ultimately was not picked up by the network. In 2009, Nichols appeared in J. J. Abrams's Star Trek in which she plays an Orion cadet at Starfleet Academy.

GI Joe

In 2009, Rachel starreed as Shana "Scarlett" O'Hara, the first ever Real American Hero G.I. Joe character, in Stephen Sommers' G.I. Joe: Rise of Cobra, as the red-headed love interest of Snake Eyes (and another annoying stomach-wretching character)

During filming, Rachel was in a fight scene with Sienna Miller, the actress playing the Baroness. "There's a really, really good girl fight between Rachel Nichols and myself." recalled Sienna, "It's like a proper, violent girl-fight scene. And we both worked so hard for the choreography and the training of it. ... We both got hurt. I'm clumsy, so I slipped on a rubber bullet at one point and sprained my wrist quite badly. She ran into a flame and got burned."

There's no doubt that Rachel Nichols was the hottest character on the screen in the film, and hopefully we won't have to wait long to see her in the sequal.