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Ludmilla Karenina is a high ranking Russian member of the School of Democracy, leading a special unit that makes use of optical camouflage to deceive and overwhelm enemy forces. Ivan encounters her during the American invasion of the Cosmodrome of Milakshiy Braat Island, and as such, she serves as the seventh boss of the game.

She is voiced by Milena Gardesevic in English and by Masumi Asano in Japanese.


Much like the other members of the SOD, Ludmilla's backstory is ambiguous, but judging from how she and Isaac Kumano are seen together most often, it can be assumed that she was one of his favorite students along with Ivan.

Ludmilla was present during the city raid that resulted in Ivan abandoning the SOD, going as far as to order the SOD grunts to fire upon Ivan the moment he turned his back on them. Combined with how she mocks Ivan with the truth about his past, it can be assumed that they did not get along growing up, or that Ludmilla may even have been jealous of Ivan and how willing Kumano had been to teach him everything he knew.



Big Mouse, Ludmilla, Ivan, and C4 participated on a biological assault at a unidentified Town. She follows Big Mouse as he goes on walking with his group, shooting a wounded civilian that was on the ground. Ivan went up to Big Mouse and Ludmilla expressing his thoughts about gassing the hospital and the innocent children within. After Big Mouse's "kill them when they're young" rebuttal, Ivan abandons the SOD. Ludmilla and Big Mouse attempted to kill Ivan, who is now a deserter. However, C4 distracted them both to let Ivan escape but Big Mouse shot C4 in the shoulder. When the U.S Military arrived Ludmilla and Big Mouse retreated

Mission 8:[]

She first appeared in S.O.D main command center with Isaac. Isaac ordered her to launch the missiles to London.

Mission 9:[]

Ivan and Gold team meet Ludmillia in the base. She show signs to Ivan that she was jealous that Isaac favored him as a son. She used toxic gas to attempt to kill Ivan, her own men and Gold team but Ivan used his drug to save himself from the poison. She will turn invisible to fight Ivan. After Ivan defeated her she ran away. Later on she made her final appearance when Ivan defeated Isaac. She states that she was the Angel of Death while pointing her pistol at Ivan. Ludmilla tried to shoot Ivan but C4 jump in the way for her friend, shielding Ivan from Ludmilla's shots. Ivan retaliated by shooting Ludmilla with the Peacemaker Bob had lent him. She was then caught in an blast of fire from an explosion in the command center.


Ludmilla is perhaps the most cold and ruthless of all the SOD leaders, not caring who she has to kill to complete her mission. As proven in Mission 9, she even goes as far as killing her own soldiers with toxin just to have an attempt at finishing Ivan off. Ludmilla idols Issac's wisdom and training.


Thanks to several modifications made to the bodysuit she wears, Ludmilla is able to become almost invisible to the naked eye, allowing her to sneak up on enemies and strike where they least expect it. She is very athletic, able to perform all kinds of gymnastic evasions. She also wields a pair of handguns that she will use to attack at a distance.

While Ludmilla is easier to defeat than other bosses such as Grundla Saha and Isaac Kumano, she still requires the player's utmost attention to defeat. As the player will never know exactly where she will come from, firearms are all but useless. She will attempt to sneak up behind Ivan and strangle him, at which point the player will have to rock the control stick back and forth to escape. She will periodically disappear to mock Ivan regarding his past, after which she will charge him while invisible.


  • "They were in the way." - Ludmilla explaining why she killed her own men.
  • "Kumano was right... the Revolution has begun. And I am it's Angel of Death."


  • Always stay close to the pillars, as using them as a shield is the only reliable way to consistently survive her shooting.
  • With the Katana, the most consistent way of hurting her is with the Dodge+Follow-Up-Attack, then Fast-Attack, then Fast-Attack string.
  • Her attacks can be blocked bare handed.
  • She will backflip & disappear on some ranged attacks, such as the flamethrower.


  • She is most likely named after Lyudmila Pavlichenko, a real life a Ukrainian Soviet sniper during World War II. Credited with 309 kills, she is regarded as one of the top military snipers of all time and the most successful female sniper in history.
  • Ludmilla is Isaac Kumano's most trusted Lieutenant, according to loading screen lore information.
  • Ludmilla is also known by her SOD code name "Anon", according to loading screen lore information.