Advanced Game Official Accessory

The FANTASTIC FOUR™ Compendiumby David E. Martin

All Marvel characters and the distinctive likenesses thereofare trademarks of the Marvel Entertainment Group, Inc.MARVEL SUPER HEROES and MARVEL SUPER VILLAINSare trademarks of the Marvel Entertainment Group, Inc.©Copyright 1987 Marvel Entertainment Group, Inc. AllRights Reserved. Printed in USA. PDF version 1.0, 2000.

The names of characters used herein are fictitious and donot refer to any person living or dead. Any descriptionsincluding similarities to persons living or dead are merely co-incidental. PRODUCTS OF YOUR IMAGINATION and the TSR logo are trademarks owned by TSR, Inc. Game Design©1987 TSR, Inc. All Rights Reserved.

MA4 6889

Table of Contents

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2A Brief History of the FANTASTIC FOUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2The Fantastic Four . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Friends of the FF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Races and Organizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Fiends and Foes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38Travel Guide . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93“From The Beginning Comes the End!” — A Fantastic Four Adventure . . . . . . . . . . . . . . . . 96Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

This book is protected under the copyright laws of the United States of America. Any reproduction or other unauthorized use of the material or artwork contained herein is prohibited without theexpress written consent of TSR, Inc., and Marvel Entertainment Group, Inc. Distributed to the book trade in the United States by Random House, Inc., and in Canada by Random House of Canada, Ltd.Distributed to the toy and hobby trade by regional distributors.

All characters appearing in this gamebook and the distinctive likenesses thereof are trademarks of the Marvel Entertainment Group, Inc. MARVEL SUPER HEROES and MARVEL SUPER VILLAINSare trademarks of the Marvel Entertainment Group, Inc. © Copyright 1987 Marvel Entertainment Group, Inc. Game Design © 1987 TSR, Inc. All Rights Reserved. Printed in the U.S.A.

Credits:

Author: David E. MartinEditor: Christopher Mortika, Scott HaringCover Artist: Butler and Machlan

Typographer: Marilyn Favaro, Kim N. LindauKeyliner: Stephanie Tabat

Interior Artists: The Marvel Bullpen

This book is dedicated to Jack Kirby inappreciation of his unique contribution tothe field of comic books.

INTRODUCTIONWelcome to the world of the FantasticFour. The FF are a unique group unlikeany other in the modern Marvel Uni-verse. They were the first members ofthe class of modern superhumans. Theywere the first superheroic team to formsince the disappearance of such groupsin the early 1950s. The FF were the firstsuperheroic team to be financially self-supporting. Most importantly, two and ahalf decades of printed adventures makethe FF the stablest team in the history ofthe Marvel Universe.

The FF represent a curious blend oftraditional superheroes and scientificadventurers. The FF have never beenprimarily a crime-fighting organization.Their primary efforts have instead in-volved discovery, investigation, and ex-ploration of unknown or abnormalscientific phenomena. Through ReedRichards’ leadership, the FF have intro-duced such things as Earth’s first star-ship, the Negative Zone, the Microverse,alien races, new worlds, and a nearlyinfinite array of inventions including thesuperheroes’ tailor’s friend, UnstableMolecules.

Like any benevolent superheroic team,the FF possess a Rogues’ Gallery ofadversaries. The FF’s annals havebrought us such memorable villains asDr. Doom, Galactus, the Skrulls, and thene’er-do-wells of the Frightful Four.

This book is designed to serve as aguide to the world of the FF. It may beread as a comics reference book or as asourcebook for gamers seeking to playout the FF’s history. The first chaptercovers the team itself in all its variousincarnations. The second chapter dealswith family and friends of the FF. Thethird section is an overview of variousraces and organizations closely tied tothe FF, whether as allies or adversaries.Important individuals in each group aredetailed as well their homelands andequipment. Fourth comes the Fiends andFoes, the listing of various of the FF’sadversaries. In fifth place is the TravelGuide, a guide to places and buildingsfeatured in the FF’s history, including theBaxter Building and Four FreedomsPlaza. The book concludes with a sec-tion detailing the vehicles that haveserved the FF through its long history.

A BRIEF HISTORY OF THEFANTASTIC FOURThe Fantastic Four has its origins atEmpire State University in New Yorkstate. There, two young geniuses and arough-hewn athlete came together. ReedRichards, son of the billionaire inventorNathaniel Richards, was roommates withfootball player Ben Grimm. Although theycame from opposite backgrounds, Reedand Ben became close friends. Theyconfessed their dreams to each other.Reed wanted to build a starship. Jok-ingly, Ben agreed to pilot the ship whenit was built.

Reed also met the strange genius,Victor von Doom, from the eastern Euro-pean country of Latveria. Reed recog-nized a genius equal to his own. He didnot realize that Von Doom’s ego far sur-passed his intellect. Reed discoveredvon Doom was carrying on dangerousexperiments and using flawed calcula-tions to guide his efforts. When Reedattempted to correct von Doom’s calcula-tions, the latter saw it as interference andsabotage. Von Doom’s experiments liter-ally blew up in his face. He left the U.S.to pursue other studies that would even-tually transform him into the dreaded Dr.Doom.

As Reed progressed in college, he meta young girt, Sue Storm, who wouldsomeday become his wife, and her pre-cocious brother, Johnny.

Eventually Reed began to apply hisskills to increase mankind’s knowledge.His father had disappeared and left himtwo billion dollars. Reed decided to usethe money to build his starship. He gath-ered additional funding from the U.S.government, which supplied him with abase of operations near Central City,California. Sue joined Reed there. WhileReed’s ship was still in the planningstage, the four met and defeated theirfirst alien invader, Gormuu. This spurredReed to double his efforts because hesaw his inventions as a way of defendinghumanity from alien threats. Reed wassoon to know how correct he was.

The government began to have sec-ond thoughts about their financial role inReed’s project. Reed feared they wouldsoon withdraw their support. Since Reedhad exhausted much of his own fortune,the project would come to a halt unlesshe took a drastic step. He reminded hisold friend Ben, now an Air Force testpilot, of an old promise. Ben was to fly

the starship on a secret, unauthorizedtest flight. Reed would ride as co-pilot.Sue and Johnny Storm forced Reed tolet them come along as observers.

The flight began smoothly; the foursnuck into the launch site and blasted offbefore anyone noticed. The trouble camewhen the ship was in orbit. Reed hadbeen forced to cut back on the radiationshielding of his prototype. It was safeenough for the normal hazards of space,but it was unprepared for the freak com-bination of sunspot activity and cosmicradiation that affected the ship and thefoursome. The ship dove back to Earth.

The ship crashed near Ithaca, NewYork. Miraculously, the four had survived,but they had been changed. The weirdenergy had mutated their genes andgiven them super powers. In the middleof the crash site, they realized they nowhad a responsibility to use their powersto help humanity. Henceforth they wouldbe known as the Fantastic Four.

Fortunately, Reed still had enough ofhis fortune left to bankroll what was to bethe first new super-hero team sinceWorld War II. They left California to setup operations in New York City. In theyears that followed, the Fantastic Fourfulfilled Reed’s dream of benefitting andprotecting humanity. Reed’s inventionsmade giant strides in technology. Moreimportantly, the group fought the emerg-ing string of self-proclaimed super-villains and the early wave of alieninvasions. The FFs greatest feat wasdefending the Earth against Galactus,Devourer of Worlds, not once but threetimes.

Time changed the team. Reed andSue married and had a son. Ben fell inlove with with Alicia Masters, a famoussculptor, then lost her to Johnny. Reedand Sue separated over Reed’s drasticmethod of dampening their son’s powers.Other members came and went. Theirheadquarters, the Baxter Building, waswrecked several times, then sliced fromits foundation, and finally destroyed. Nowthey have a new headquarters and a newteam roster. Reed, Sue, and Franklinhave left the team for a life in the sub-urbs. Ben now leads the team. Life goeson, things change, and so it goes withthe Fantastic Four.

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The Fantastic Four Inc. is one of the bestknown super-heroic organizations in theworld. It makes its services availablewithout charge anyplace in the worldthere is a threat beyond the capabilitiesof conventional forces. The group alsodoes applied scientific research; rev-enues from patent leases makes the FFone of the most profitable groupsaround. Like most superheroic teams,the FF remain an independent organiza-tion free of government control.However, the FF do have a close workingrelationship with many national govern-ments and organizations.

TEAM ROSTERS

The term “Fantastic Four” has been usedto refer to a variety of teams operatingunder the aegis of Fantastic Four, Inc.While the public perception of the teamis of its founding members, the activemembership has varied through theyears, as new members are brought in totemporarily replace founding members.Unlike such teams as the Avengers andthe X-Men, however, at least two of thefounders have been members in eachteam calling itself the Fantastic Four. Inorder, the past teams rosters have been:

1. Mr. Fantastic, Thing, Human Torch,Invisible Girl (founders)

2. Mr. Fantastic, Thing, Human Torch,Crystal

3. Founders4. Mr. Fantastic, Thing, Human Torch,

Medusa5. Founders6. Mr. Fantastic, Human Torch, Invisible

Girl, Power Man7. Founders8. Thing, Human Torch, Invisible Girl,

Reed Richards of Earth-A (in dis-guise)

9. Founders10. Founders and Frankie Raye11. Founders12. Mr. Fantastic, Human Torch, Invisible

Woman, She-Hulk13. Founders14. Thing, Human Torch, Crystal, Ms.

Marvel II

MISTER FANTASTICReed Richards

F GD (10) Health: 42A TY (6)S TY (6) Karma: 100E EX (20)R AM (50) Resources: RM(30)1 EX (20)P RM (30) Popularity: 50

KNOWN POWERS:

Elongation: Reed can stretch or deformany part of his body with Monstrousrank. This enables him to elongate anypart of his body any distance up to 1500feet. He most often uses this to increasehis reach and travel speed.Plasticity: Reed can consciously distortany part of his body with Amazing rank.This enables him to perform a variety ofStunts that simulate other powers.• Bouncing Ball—Reed can travel at

Amazing speed by transforming him-self into any of a number of resilientshapes, such as balls or springs.

• Gliding—Reed can transform himselfinto aerodynamic shapes such asparachutes or hang-gliders. In normalair, he only drops 15 ft for each turn hestays aloft. In this form he can supportan additional 1000 pounds (enough to

hold the rest of Fantastic Four).• Imitation—Reed can alter his basic

features to resemble any other manwith his hair and skin tone.

• Phasing—Reed can lower his body’scohesion to such an extend he canactually flow through minute openings.

• Shapeshifting—Reed can transformhimself into any solid mass he canimagine. Normally he takes such formsas spheres, rectangular solids, pyra-mids, and so on, rather than complexshapes such as those of other life-forms.

• Two-Dimensionality—Reed can flattenhimself to the thickness of a sheet ofpaper or narrow his body’s width topass through the eye of a needle.

Body Armor: Reed’s malleable formgives him Remarkable protection againstphysical attacks and Good protectionagainst energy attacks. By enveloping abomb and then expanding along with theexplosion, Reed can reduce the force ofthe blast by his Power rank number.Feats such as this physically exhaustReed, though. He cannot do it often. Ingame terms, Reed must make a FEATroll at his Power rank against the intensi-ty of the explosion every time he tries toenvelop explosions once he hasabsorbed 20 points of damage.Hyper-Intelligence: Reed’s Amazing Rea-son is one of the highest in the galaxy,insofar as engineering and laboratorywork are concerned.Hyper-Invention: Reed’s Amazing rankmakes him one of the leading inventorsin the world today. He is not only able toformulate his theories but actually createpractical devices utilizing them, oftenwhile the rest of the Fantastic Four standaround watching. He can operate or alterpreviously unknown alien devices withinminutes of first encountering them.

TALENTS: Reed is one of the world’sleading experts in Electronics, Physics,and Engineering. He is also one of thefew people on Earth to be expert onother dimensions and the ways to travelto and through them. Reed’s patents areso valuable that he is able to bankroll theFantastic Four, Inc., without any unduefinancial stress.

CONTACTS: Reed is a founding memberof the Fantastic Four and has all thegroup’s affiliations. Due to his reputationand accomplishments in the scientificfield, he can call upon the Physics or

3

THE FANTASTIC FOUR

Engineering departments of any univer-sity in the country.

BACKGROUND: Reed was born to Na-thaniel and Evelyn Richards. His motherdied when he was 7. Nathaniel was abrilliant scientist who fueled the youngReed’s interest to uncover new knowl-edge. The two men’s drives took them indifferent directions and Reed rarely sawhis father in the decade before Nathanielleft Earth for a new dimension.

Reed was a brilliant scholar who at-tended several universities. While atEmpire State University he met many ofthe people who would later affect hislife— especially Ben Grimm and Victorvon Doom. Later he attended The Cali-fornia Institute of Technology, Harvard,and Columbia University. While at Co-lumbia he became friends with his land-lady’s niece, the 12-year-old Sue Storm.After graduation, Reed came into a twobillion dollar inheritance from his nowvanished father. He invested most of themoney in the building of the ship that ledto the creation of the Fantastic Four.Although his decision has frequentlybrought Reed near bankruptcy, he is theholder of so many profitable patents thathe has always been able to regain hisfortune. His financial wealth is so greatthat he was able to buy the Baxter Build-ing outright, cover the losses of its ten-ants when, the building was laterdestroyed, and build the new Four Free-doms Plaza, the team’s new headquar-ters.

Reed and Sue were married a fewyears after the FF’s formation. The mar-riage has its rocky spots-Sue even lefthim Once-but is now stable. They haveone child, Franklin; a second child wasstillborn. Although Reed is a devotedfather, he occasionally lapses into nearlyneglecting Sue and Franklin’s existence.The almost perpetual crises that involvethe FF have had a detrimental effect onthe Richards family. To counter this,Reed and Sue have moved away fromthe FF to gain a semblance of normalcy.At this time, they are retired and areconcentrating on rearing Franklin.

The cosmic radiation increased Reed’salready formidable intellect. This hasenabled Reed to create leading edgedevelopments that surpass Most terres-trial and some alien technologies. Thefruits of Reed’s unceasing genius perme-ate Earth’s culture: the results vary frompure theory to the most basic superhero

accessory, the unstable molecules. OnlyTony Stark and Forge have had an equalimpact on society in this regard. With asuccessful Reason FEAT, Reed is able touse any alien technology he encounters,often incorporating the new discoveriesinto his own work.

RUNNING MR. FANTASTIC:Reed is an intellectual who prefers toexamine foes and if possible negotiatewith them before actually fighting them.He is often intrigued by the scientificimplications of a problem, so much sothat he almost forgets there is a problemin the first place. As Ben once put it, if analien stubbed his toe, Reed would wantto spend ten years studying it. Reed isan extremely likeable fellow who keeps apleasant smile on his face. However, hedoes occasionally lapse into depressionover long-standing unsolved problems,most notably Ben’s inability to return tohuman form and Franklin’s mysteriouspotential. Reed is a humanitarian whowill try to prevent any intelligent beingfrom suffering. This can lead him to docontroversial things that fly in the face ofall apparent logic, such as when he oncerevived Galactus.

INVISIBLE WOMANSusan Storm Richards a.k.a.“Invisible Girl”

F GD (10) Health: 46A GD (10)S TY (6) Karma: 40E EX (20)R GD (10) Resources: RM(30)I EX (20)P GD (10) Popularity: 50

KNOWN POWERS:

Invisibility (Physics type): Sue possessesExcellent rank Invisibility. She can makeherself transparent to visible light, but notinfrared, ultra-violet, radiowaves, nor hardradiation. She can be harmed by attacksand detected by senses that use theseforms of energy. She can project thispower into an invisibility field that covers asingle target site of up to 40,000 cubic feetin volume at a maximum range of six ar-eas. She can use her power to make atarget invisible while remaining visibleherself. She has perfected this Stunt inways such as “peeling away” visual barri-ers to reveal their hidden contents or the

everyday act of wearing her invisible cos-tume under her street clothes. Sue hasalso developed the ability to use her powerto negate another’s use of physics-typeInvisibility; this interference renders thetarget visible.

Force Field: Sue can generate a psionicenergy field of Monstrous rank. Thisgives her rank protection against physi-cal and energy attacks and extremes inher environment. The Force Field can bemodified instantaneously to allow orblock the passage of air. The Force Fieldcan protect a single area at full strength.For each doubling of the area Sue pro-tects with her field, the rank drops by-1CS. Thus Sue can cover up to 256areas with only Feeble protection. Thepower is a function of Sue’s consciousmind; as such, it cannot function if Sueis unconscious or if her higher reasoningis somehow controlled by another.

Sue has developed her power into avariety of stunts, any of which can beused without cost.• Kinetic Bolt—Sue can channel her

power into a surge that does Powerrank damage. She can alter thek-bolt’s shape at will to create wide,blunt cylinders, sharp needles, or aflurry of invisible spheres.

• Landing cushion—Sue can project herpower to form a cushion that canabsorb the inertia of falling targets andabsorb up to Monstrous damage.

• Flight—Sue can lift herself up six sto-ries onto her force field, then rapidlychange its shape to carry her swiftlythrough the air. She can travel at 2areas per round for a maximum of fourhours before she needs rest. (To anonlooker, it appears that Sue has a lowaltitude form of True Flight.)

• Power Negation—By forming her fieldaround a super-powered target, Suecan block the release of that target’spowers. This in turn frees her victim’sown targets from any continuingattacks they were suffering. This Stuntonly works against physical, or energypowers whose ranks are less thanSue’s Monstrous rank.

• Suffocation—The Invisible Woman canattempt an Amazing rank FEAT rollagainst a target’s Agility to project herforce field around his head (or whatev-er bodily part an alien might use tobreathe), isolating the target frombreathable air. Treat such victims assuffering the effects of suffocation.

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TALENTS: Sue has Performer abilities, areflection of her early career choice to bean actress. Although her fledgling actingcareer was derailed by her transforma-tion into the Invisible Girl, Sue retains herthespian skills. She mostly uses them inthe adoption of secret identities or Whendoing public relations work for theFantastic Four. Sue also possessesMartial Arts E when using her powers.

CONTACTS: Sue is a founding memberof the Fantastic Four and has all thegroup’s contacts, such as the Avengers,the Inhumans, and the various mutantteams under Professor Xavier’s guid-ance. In addition, she has much closerties to Namor than any of the rest of thegroup.

BACKGROUND: Sue Storm was born inGlenville, New York to Dr. Franklin andmary storm where she lived a normalsuburban childhood. The only dark spotwas when her father was imprisoned forperforming undisclosed, illegal medicalprocedures. At age 12 she met andbefriended the 23-year-old ReedRichards when he lived in her aunt’sNYC boarding house. As an adult, shebecame an actress and had a few smallparts on television. Upon learning thatReed had moved to California, Sue fol-lowed, perhaps with the idea of conquer-ing Holly, wood. Instead she conqueredReed’s heart. The two quickly becameengaged. Sue was so devoted to Reedthat when she learned of his and Ben’splan to take off in a prototype starshipReed had built, Sue offered herself andher brother as passengers to show herfaith in his plans.

As both a striking woman and the firstheroine in decades, Sue received a greatdeal of attention from would-be suitors.The most notable was the Sub-mariner,Namor of Atlantis, who saw Sue as hisideal mate until persuaded otherwise.Sue and Namor later became steadfastfriends, so much so that Namor wasbehind the plot to re-unite the separatedSue and Reed.

When Sue was transformed into theInvisible Girl, her reproductive systemwas altered as well. Her first child,Franklin, was born possessing as-yet-undefined powers of great strength. Hersecond child was stillborn. It is unknownwhether Sue can bear other children,although her doctor has recommendedagainst it. Sue wants Franklin to experi-

ence the same normal childhood shehad. She has twice tried to create a sub-urban existence for her family, completewith secret identities. Unfortunately nei-ther attempt was successful. Stilt gameto try, Sue has once more set about toraise Franklin like a normal child.

RUNNING THE INVISIBLE WOMAN: Inher early adventures, Sue was in lovewith Reed but could be confused byattractions to other powerful men suchas Namor. Now she is a devoted wifeand mother who can switch from being akind, compassionate woman to a she-tiger if her husband, son, or extendedfamily are threatened. However, as amother, she can also identify similarbehavior in others; she has stoppedfights when she realized the FF’s oppo-nents were in fact driven by the samefamilial drives as she was. She is thesoul of the Fantastic Four and its extend-ed family. As such, if something were toseparate her from the team for anextended time, the FF would lose itsdrive and stability.

A NOTE ON THE SECOND CHILD:Because Sue’s second child didn’t sur-vive birth, there is little known about it.Some things can be surmised by Judgeswanting to explore a parallel-Earth wherethe child survived. The child was exhibit-ing powers even while it was still in thewomb (these uncontrolled experimentsled to its death). Among the powers itexhibited were Radiation Emission andor Plasma Generation (with Radiation asa side effect). By using Franklin as anexample, it can be extrapolated that thischild might have possessed even greaterpowers and achieved them almost imme-diately upon birth. If the unborn Richardschild possessed certain powers such asFree Spirit or Serial Immortality, it mayeven still be somewhere on Earth-Marvel.

THE THINGBenjamin Jacob Grimm

F IN (40) Health: 200A GD (10)S MN (75) Karma: 50E MN (75)R GD (10) Resources: RMI GD (10)P RM (30) Popularity: 80

Ben (human form)F EX (20) Health: 50A GD (10)S GD (10) Karma: 50E GD (10)R GD (10) Resources: RMI GD (10)P RM (30) Popularity: 10

KNOWN POWERS:Body Armor: The Thing’s epidermis mu-tated into an organic, rock-like materialthat gives him Incredible protectionagainst physical and fire-based attacks.It is less effective against energy attacksand provides only Excellent protection.Super-breath: As a Power Stunt using hisMonstrous strength, Ben can exhale asmall windstorm of Excellent intensity. Therange is limited to 20 feet, or 2 areas.Alter Ego: The Thing is the superhumanversion of Ben Grimm and possesses allthe powers listed above. If he returns tohis normal body, Ben loses all hispowers. During the Secret Wars, Bendiscovered he had the ability to changeback and forth between his two forms.However, after he “killed” his human self,he concluded he’d lost that ability

5

permanently. The validity of this assump-tion is as yet unknown.

TALENTS: In either form, Ben is a tal-ented pilot who can operate any aircraftor spacecraft of terrestrial design. If he isrequired to fly an alien ship, he can fig-ure out the controls with a Reason FEAT.His normal Reason rank increases toIncredible when it is applied to flying anyair- or spacecraft, human or alien.

The Thing is also an expert brawler. Heis skilled in both Martial Arts B and Wres-tling.

CONTACTS: He has the same groupcontacts as the rest of the group. Inaddition, he is a former member of theUnlimited Class Wrestling Federation.

BACKGROUND: Ben Grimm was born inpoverty in New York’s Lower East Side.His alcoholic father, Daniel Grimm, waschronically unemployed. What money thefamily did have came from Ben’s olderbrother’s criminal activities. Daniel Jr.was leader of the Yancy Street Gang untilhis death in a gang war when Ben waseight. Ben decided it was now his turn tocare for the family and joined the gang;he eventually became its leader. His laterrejection of the Yancy Street Gang led toa long-standing grudge against him, butthe gang’s current members, despitemany pranks, have come to Ben’s aidwhen he really needs it. After his parentsdied, Ben was entrusted to his uncle.Dr. Jacob Grimm had lifted himself fromthe ghetto to become a successful physi-cian. While Ben initially resented hisuncle’s success, he learned love fromhim in his first warm family relationship.

Ben was a football star and earned anathletic scholarship to Empire StateUniversity. His freshman roommate wasa young Reed Richards. That was thestart of a long-lasting friendship thatforever altered Ben’s life. Even thenReed had planned on building a starship;Ben jokingly promised to pilot it for him.

After graduation, Ben joined the U.S.Air Force and became a test pilot. WhenReed told him he had finally built hisstarship, Ben upheld his old promise. Heeven agreed to take along Reed’sgirlfriend and her brother... After thecrash, Ben was so appalled at his trans-formation that he chose the degradingname, the “Thing.” As the Thing, Benheld a grudge against Reed and continu-ally reminded him of what had hap-

pened. Because of this, Reed spentyears trying to reverse Ben’s transforma-tion. He completely succeeded once,though Ben was soon returned to hisThing-form as punishment by Galactus.A later attempt returned Ben to an ear-lier, lumpier Thing appearance. A tempo-rarily adult Franklin Richards returnedBen to his well-known, rocky exterior.During this procedure, Franklin discov-ered that Ben had a psychological needto maintain his rocky form, knowledgeFranklin passed on to his father, whofinally felt released from his obligation tocure” Ben.

While on a trip of self-discovery on thebattle world of the Secret Wars, Benunknowingly split into two physicallydistinct beings, a completely human BenGrimm and a Ben who could change intothe Thing at will. A long duel followedbetween the two Ben Grimms, in theconclusion of which the Thing “killed”his human self. When he returned toEarth, he discovered that he had alwayshad the ability to switch between hishuman and Thing selves. Now hebelieves that since he “killed” his humanself, he no longer has that ability.

Although Ben sees himself as a mis-shapen freak unworthy of any woman’s

love, the truth is quite the opposite. Anumber of women find Ben attractive,including She-Hulk, Tigra, and Thundra.

As leader of the latest Fantastic Four,Ben has matured into a capable, eveningenious hero.

RUNNING THE THING: In his early ad-ventures, Ben was moody and quick toanger. He was morose about his condi-tion and complained at the drop of anadamantium hat. After he and Aliciabecame lovers, Ben began to mellow,although he believed his condition waskeeping him from attaining true happi-ness. With the birth of Franklin, Beneven became downright cheerful. Aliciaand Johnny’s marriage threatened todestroy Ben’s newfound tranquility, buthe has since found ways to deal with it.

In battle, the Thing is a relentlessberserker who will face self-destruction ifit means saving everyone else. His mostcommon oaths are “By my sweet AuntPetunia” and “It’s Clobberin’ Time!”

HUMAN TORCH (II)Johnny Lowell Storm

F GD (10) Health: 60A EX (20)S GD (10) Karma: 26E EX (20)R GD (10) Resources: Rm(30)I GD (10)P TY (6) Popularity: 50

KNOWN POWERS:Fire Generation: Johnny’s body can emita fiery energy field of Unearthly rank thatcompletely surrounds his body. He canalso create additional blasts of fire fromhis hands that can hit a target up to 3areas away. He has developed the powerinto a number of stunts that he can useeffortlessly.• Skywrite—Johnny can draw any shape

in flame. The image lasts 4 turns.• Nova Flame—Johnny can release his

power in a single explosion of Shift-Zintensity. This does 500 points of dam-age to everything in the immediatearea and 150 points worth of damagein each area up to five areas away.When computing damage, the 150figure refers to the sum total damagedone to all targets within the affectedarea, not to each target. The NovaFlame lasts a single turn, although thesubsequent fires may last til they are

6

extinguished. Once Johnny has ex-pended his flame, all his powers dropto Feeble rank for 1 -10 turns and, un-less he makes a red Endurance FEAT,he loses consciousness during thattime.

Energy Sheath: Johnny can surround anyor all parts of his body with a fiery energyfield of Unearthly intensity. This provideshim with power rank resistance to physi-cal or energy attacks, except for wind-,cold- or water-based attacks. The fierysheath can be reshaped by his willpowerto cover only the body areas Johnnywants covered. For example, in order tocarry someone, he would leave his armsfire-free.Flame Control: Johnny has Unearthlycontrol over all forms of flame, whethernatural or power-created. He can ani-mate, extinguish, or amplify any firewithin one area of his location. He canincrease or decrease the Intensity of anyflame or heat attack by his own Un-earthly rank. He can do this even if he isnot aflame at the time. He has developedhis Power into a number of PowerStunts.• Self-Duplication—Johnny can create

up to 10 duplicates of himself by shap-ing his flames to resemble his HumanTorch appearance. These duplicateslast as long as he concentrates onmaintaining them.

• Johnny can shape and maintain cages,barriers, and other restraining shapesout of his flames. They last for as longas he concentrates on them, and doAmazing damage to anyone who triesto pass through them.

• Nova absorption—If forced to, Johnnycan absorb up to Shift-X Intensity heatand flame. He can maintain this ex-treme energy level for up to ten turns;then he must release it in a NovaFlame.

• Self-ignition—If Johnny is having trou-ble flaming on, he can absorb the heatin his immediate vicinity and use it tokindle his own flame. This drops thetemperature in each adjacent area by30 degrees.

True Flight: Johnny can fly with Excellentspeed (150 mph). When he does so, heleaves a fiery trail that persists for anadditional five turns. This power onlyfunctions when he is aflame.Specific Resistance (Flame, Heat):Johnny has Class 1000 Resistance toheat and fire based attacks. This func-tions no matter which state he assumes.

If he was not aflame beforehand,resisting more than Monstrous heatcauses him to flame on automatically.

WEAKNESSES: Most of Johnny’spowers can be used only if he is aflame.Consequently, anything that inhibitscombustion can knock out his powers.Such inhibitors include Cold-based at-tacks of Shift-X Intensity or removing theoxygen from his environment by immers-ing him, covering him with an extinguish-ing substance, or removing all the airfrom his vicinity.

Depending on the nature and Intensityof the fire-negating attack, Johnny maysuffer additional damage as well.

However, wearing an “atmo-web” ofReed’s design, Johnny can function in avacuum or Under the water for severalhours at a time.

The flames of the Human Torch canalso be disrupted by other flames atprecisely the right temperature. Anyother character with Fire Generation canupset the Torch’s flames (doing Remark-able Force damage) by making a PowerFEAT at Unearthly intensity.

TALENTS: Johnny is an expert automo-bile mechanic, an authority on automo-

tive design, and a race car driver.

CONTACTS: Johnny Storm is a foundingmember of the Fantastic Four. He has allthe group’s affiliations. He counts Spider-man as a special friend, and he hasseveral Contacts in the automobile rac-ing profession.

BACKGROUND: Johnny Storm is theyounger brother of Sue Storm and theonly son of Dr. Franklin and Mary Storm.Despite Mary’s death in a car crash whenJohnny was very young, he developed alove of automobiles and racing. He spentmost of his free time with mechanics andquickly learned to repair and rebuildcars. When he turned 16, his father gavehim his first car. Shortly thereafter, whenDoctor Storm was imprisoned for murder,Sue told Johnny that their father haddied.

Johnny came out to Central City, Cali-fornia, to visit his sister. When he learnedthat Sue was planning on being a pas-senger on Reed’s starship’s maidenflight, Johnny insisted on coming along.

After the creation of the FF, Johnnyand Sue returned to Long Island. Therehe managed to graduate from highschool while simultaneously learning tobe a super hero. After graduation,Johnny moved with Sue into the BaxterBuilding. He attended Metro College fora year before dropping out.

He has had a series of romantic flingswith various women through the years.Former girlfriends include Dorrie Evans,Crystal, Lorrie Melton, Frankie Raye,Julie Angel, and Sharon Selleck. Al-though he has known Alicia for years, itwas only during Ben’s sojourn away fromEarth that he and Alicia finally got toknow each other. The romance flaredquickly. When Ben first discovered whathad happened, he almost killed Johnny.Since Johnny and Alicia have married,the Thing has calmed down, althoughJohnny suspects that Crystal’s presencein the latest FF team is one of Ben’sploys to get revenge.

RUNNING THE HUMAN TORCH: JohnnyStorm began as a brash, hot-headedteen. Now he is a brash, hot-headedadult. His power reflects his personalityperfectly. He is prone to action withoutthought. It is only when he is alone withAlicia that the quiet, introspective side ofhis personality comes out.

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CRYSTALCrystal Amaquelin Maximoff

F GD (10) Health: 60A EX (20)S GD (10) Karma: 26E EX (20)R GD (10) Resources: EX(20)I GD (10)P TY (6) Popularity: 15

(80 among Inhumans)

KNOWN POWERS:Elemental Control: Crystal can controlthe four classical “elements” of earth, air,water, and fire with Monstrous rank abil-ity. She can maintain a specific effect forup to one hour before fatigue sets in.She has developed the following stuntsthat she can use without cost:• Fire Generation of Excellent intensity

within five areas.• Negating fires with Remarkable inten-

sity within five areas.• Remarkable Weather Control.• Water Animation—Crystal has the

Monstrous ability to move water.,• Earth Animation—Crystal has the Mon-

strous ability to move natural soil androck, create tremors of Amazing inten-sity, and propel rocks as weapons thatdo Incredible damage up to 5 areasaway.

• Whirlwind—Crystal can make the airtransport her and anyone in the samearea with Remarkable speed.

WEAKNESS: All Inhumans have a Mo-lecular Allergy to compounds found in airpollution. The result is physical incapaci-tation as the Inhuman becomes ex-tremely ill. Normally, Crystal would haveto make a red Endurance FEAT eachweek she is on Earth. However, Mr.Fantastic has created an antidote whichenables the Inhumans to breathe the airwithout harm.

TALENTS: Crystal possesses basicmedical skills, primarily First Aid. Shecan also operate the medical equipmentin the FF’s headquarters. As a memberof the Inhumans’ Royal House, she pos-sesses Political skills, which give her a+1CS in FEAT rolls dealing with politics.

CONTACTS: Crystal is a member of theRoyal Family of the Inhumans and amember of the Fantastic Four. While sheis technically married to Quicksilver and

therefore related to Scarlet Witch andMagneto, her relations with her husbandand in-laws vary widely with time.

BACKGROUND: Crystal is the youngersister of Medusa. As a child, her exposureto Terrigen Mists brought forth her powers.When Maximus drove the Royal Familyinto exile, Crystal first encountered theoutside world. There she met and fell inlove with Johnny Storm. Crystal assumedSue’s position in the FF when Sue waspregnant with Franklin. Later, her increas-ing allergy to New York’s air forced her toleave the group. While heading home, shemet Quicksilver and brought him to Attilan.There they fell in love and eventually mar-ried.

Shortly after the Inhumans moved theircity to the moon’s Blue Area, Crystalgave birth to Luna, a completely humanchild. Her marriage to Quicksilver disinte-grated as he fell into madness. She hasnow left Attilan to return to the FF, alongwith her daughter and Luna’s nurse,Maya.

RUNNING CRYSTAL: In her early adven-tures, Crystal resembled a naive countrygirl just visiting the city for the first time.Even now, she is bound by the conven-

tions and laws of Inhuman society, evenif this is to her detriment. While marriedto Quicksilver, she has changed from anadoring wife to stoic sufferer of hisabuse. With her newly declared indepen-dence, her days of willing suffering aredone.

MEDUSAMedusalith AmaquelinQueen of Attilan

F RM (30) Health: 110A RM (30)S EX (20) Karma: 70E RM (30)R GD (10) Resources: EX(20)I RM (30)P RM (30) Popularity: 15

(90 among Inhumans)

KNOWN POWERS:Prehensile Hair: Medusa has the Remark-able rank ability to use her hair like aseries of tiny tentacles. Her power istelekinetic in nature; despite its ability tomove, her hair is almost identical tonormal human hair. However, it is 12 feetlong and more resilient than normal(Incredible material strength). Her powerenables her to do the following stunts atno cost:• Handle objects with Incredible Strength

and Agility.• Perform up to three actions simultane-

ously using her hair alone. However,this requires such concentration thatMedusa is unable to perform any con-current non-hair actions.

• Attack opponents up to one area awayat Incredible rank, with Remarkabledamage.

• Move along the ground 3 areas perround or Climb at a speed of 2 storiesper round.

• Rotate her hair like a propeller to cre-ate Excellent intensity winds.

WEAKNESS: Like the rest of the Inhu-mans, Medusa has a Debilitating Molecu-lar Allergy to the chemical pollutants ofthe industrialized world. She must makea green Endurance FEAT each week sheis in the outside world; failure to do sorenders her Incredibly ill. Reed has comeup with a serum that negates this weak-ness.

TALENTS: Medusa has Martial Arts Cwhen she uses her hair in combat. She is

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the only person who can read BlackBolt’s body language well enough tounderstand him; she thus acts as hisinterpreter to others. (in game terms,there is a one round delay when BlackBolt wants to speak through Medusa toanother character.)

CONTACTS: Medusa is a member of theRoyal Family of the Inhuman race andcan call upon any of them for assistance.Since her marriage to Black Bolt, shehas become that race’s queen. In herearlier adventures, when she was anexile and suffering from amnesia, shebecame a member of the super-villainteam, the Frightful Four. When she re-gained her memory and then later joinedthe FF, she and the remaining FrightfulFour (er, Three) became foes.

BACKGROUND: Medusalith Amaquelinis the daughter of nutritionists Quelin andAmber, the older sister of Crystal, andthe second cousin of Black Bolt. She wasborn into the Royal Family of Attilan. Herexposure to the Terrigen Mists as aninfant gave her well-developed hair andthe psionic skills to handle it. When shewas young, she visited the confinedBlack Bolt and learned to understand

him. Since that time she has alwaysserved as the royal interpreter. Their con-stant companionship eventually turnedinto love and marriage.

When Maximus forced the Royal Fam-ily into exile, she lost her memory in anair crash that separated her from the restof the group. She wandered Europe andused her power to commit petty theft tosurvive. In Paris she was found by theWizard, who recruited her as “MadameMedusa” into his new supervillain team,the Frightful Four. Eventually the rest ofthe Royal Family found her and restoredher memory. Since that time, she hasalways been at Black Bolt’s side exceptfor short journeys to the outside and fortwo extended periods. The first waswhen she replaced Sue in the FantasticFour (Sue and Reed were separated atthe time). The second was when she waskidnapped by the criminal organization,the Enclave.

RUNNING MEDUSA: Medusa is afiercely loyal member of the Royal Fam-ily. She is a firm friend of the FF and willdo anything to help them so long as itdoes not harm Attilan’s interests. Whenshe was a member of the Frightful Four,her motivations were gratitude to theWizard for rescuing her and boredomfrom a lack of anything better to do.Following her return to the Royal Family,she now sees that team as an annoyingembarrassment from her past.

POWER MANLuke Cage

F RM (30) Health: 130A GD (10)S IN (40) Karma: 36E AM (50)R GD (10) Resources: PR(4)I EX (20)P TY (6) Popularity: 18

KNOWN POWERS:True Invulnerability: The density of Cage’sbody tissue has been artificially ampli-fied. The result is that Cage’s body hasthe natural equivalent of Incredible rankarmor plate, both inside and out. He canresist extremes in temperature from -100to 2850 degrees Fahrenheit and electricshocks of 30,000 volts.Regeneration: Cage has Poor rank self-healing ability and can heal three timesas fast as a normal person.

TALENTS: Having experience on bothsides of the law gives Cage both LawEnforcement and Criminology skills. Hispartnership with Iron Fist gave him theopportunity to learn Martial Arts A and E.

CONTACTS: As a temporary member ofthe Fantastic Four, Cage can call on theteam anytime. He was partners with IronFist in a “hero-for-hire” agency, and stillworks closely with Nightwing Restora-tions, the detective agency run by MistyKnight and Colleen Wing.

BACKGROUND: “Luke Cage” experi-enced a deprived childhood in Harlemwhere he often committed petty crimeswith his buddy Willy Stryker. As theygrew up, they grew apart. Cage tried tofind honest work while Stryker became aprofessional criminal. Their rivalry for thewoman Reva Connors finally drove themapart. Stryker framed Cage for drugdealing. Reva was killed shortly after-ward in a hit intended for Stryker. FromSeagate Prison, Cage vowed revenge onStryker. His anger grew; he frequentlygot into trouble for fights and escapeattempts. Even his parole hearings tend-ed to end in violence.

9

Dr. Noah Bernstein, a research physi-ologist with a grant from Stark Interna-tional, came to Seagate to try a medicalexperiment on the inmates. He was de-veloping a treatment that would increasecellular regeneration to fight aging anddisease. Bernstein found Cage to be anideal subject and even came to sympa-thize with his plight.

While Luke was undergoing treatment,a corrupt guard tampered with Bern-stein’s equipment in the hope of killingCage. Instead he exceeded the experi-ment’s limits and achieved undreamed ofresults. Now in possession of superhu-man strength and invulnerability, Cageattacked his would-be killer and escapedthe prison. The fugitive Cage made hisway to NYC under a variety of assumednames. When he foiled a robbery at-tempt at a diner and received a cashreward from the owner, Cage decided tobecome a superhero mercenary. Thebusiness was slow at first and involveddefending clients against a variety ofmob low-lifes. Eventually he hooked upwith Nightwing Restorations and beganto make decent wages. For a time, hewas partners in the Heroes For HireAgency with Iron Fist. Along the way,Cage was hired by Reed to substitute inthe FF for a human Ben Grimm. Benthought that Cage was his permanentreplaCement and was extremely hostiletoward him. However, Ben later learnedthat Cage’s tenure was only to last untilReed could finish building a Thing-exoskeleton that would enable Ben toresume his place with the FF

RUNNING POWER MAN: Cage is a large,dangerous-looking individual and knows it.He knows everyone else knows it too andthus he does not have to speak too much.He lets body language handle most of thetalking. He favors the simple brute forceapproach to problems. if he is wronged, hehas been known to hold a grudge and goto great lengths to exact justice.

SHE-HULKJennifer Walters

F RM (30) Health: 175A EX (20)S MN (75) Karma: 36E AM (50)R TY (6) Popularity: 30I GD (10)P EX (20) Resources: Ex(20)

KNOWN POWERS:Body Armor: She-Hulk’s emerald skin isthe equivalent of Incredible Body Armorand provides her with Excellent protec-tion from energy attacks.Hyper-Leaping: Her increased leg mus-cles give She-Hulk Shift Z Leaping abil-ity. She can cross four areas with asingle bound.Alter Ego (lost): The She-Hulk body issecondary to her original body of Jenni-fer Walters. Originally, she could returnto her Jennifer-self whenever she choseto do so, and automatically reverted ifshe was exposed to a strong dose ofgamma radiation. She-Hulk spent lessand less time as Jennifer and finallychose to remain emerald green full time.In an adventure since making that deci-sion, she has lost the ability to revert toher human form. Her stats as Jenniferwere:F A S E R I PTY TY PR GD GD GD TY

TALENTS: Jennifer was a lawyer and amember of the California Bar. She stillretains her full legal training althoughshe rarely has a chance to employ it. Sheis also trained in Martial Arts C.

CONTACTS:Her major contacts are with the FantasticFour, the Avengers (She-Hulk is the firstperson to hold concurrent membershipsin both groups), and her cousin BruceBanner. Her father is Sheriff of LosAngeles County.

BACKGROUND: Attorney Jennifer Wal-ters was mortally wounded by mobsters.An emergency blood transfusion fromher cousin Bruce Banner saved her life,but it also gave her a variation of his Hulkpersona and powers. Fortunately, Jenni-fer retained her normal mind, even whenshe was in her own Hulk-body.

RUNNING SHE-HULK: She-Hulk is aneasy-going, fun-seeking hero. She iscompletely at ease with her new condi-tion. She acquires friends easily andremains devoted to them. In the case ofWyatt Wingfoot, the devotion is muchstronger. She is also an implacable foe toanyone who harms her friends.

MS. MARVEL IISharon Ventura

F IN (40) Health: 140A EX (20)S IN (40) Karma: 18E IN (40)R TY (6) Resources: TY(6)I TY (6)P TY (6) Popularity: 10

KNOWN POWERS:True Invulnerability: Sharon has Incredi-ble Resistance to any physical or energyattack.Regeneration: With Poor Regeneration,Ms. Marvel heals three times as fast as anormal person.

WEAKNESS: Sharon has a pathologicalhatred and fear of men. This requires aPsyche FEAT roll whenever she fights amale. A green result (or a yellow result ifBen is threatened) indicates that she hasgone into a berserk fury. A white resultindicates that Sharon has collapsed intocatatonia for 1 -10 rounds.

TALENTS: Sharon is trained in MartialArts C and Wrestling.

CONTACTS: Sharon is a member of theUnlimited Class Wrestling Federation,

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where she met Ben. She is the newestmember of the FF.

BACKGROUND: Sharon Ventura was atall, extremely athletic woman who de-cided to earn a living as a wrestler. Whileon the California wrestling circuit, shemet Ben and immediately became at-tracted to him. She decided she neededsuper-powers to win him. She learned ofthe Power Broker’s offer to augmentpeople’s strength for straight cash feesand accepted. Now super-strong, she feltso protective of Ben that she saw his oldfriends as potential adversaries. Sheeven fought She-Hulk when Jennifer hadlocated Ben at last. Ben quietly slippedaway during the battle. Sharon was up-set both at that and her discovery thatthe Power Broker’s treatment had left herchemically and mentally dependent onhim. She decided to destroy the PowerBroker’s operation. Instead, she wasbetrayed by her boyfriend, Lt. MikeLynch, and captured. Power Broker’smain scientist, Dr. Karl Malus, putSharon in restraints and began a seriesof experiments to strip away her powers.During this time she was also subjectedto brutal abuse by his assistants, with theresult that she developed a severe ha-

tred toward men. After she and CaptainAmerica destroyed Malus’ operation, shecame to the East Coast to begin her lifeanew. When she defeated Diablo’s latestattempt to slay the FF, Ben asked her tojoin his new FF team.

Ben has not told anyone that Sharon isa twin to Tarianna, his female self heencountered on the Secret Wars’ battle-world. Ben’s grief over his inability tosave her has been transformed into theresolve to save Sharon.

RUNNING MS. MARVEL: Sharon is apathetic, confused woman who wants tobe strong and self-determined but doesnot know what to do. Her strongest con-viction is her attraction to Ben.

Subconsciously, she does not see Benas a man, at least not like other men“with their moustaches and brutalhands.” It remains to be seen if Ben’sguidance can heal her psychologicalscars.

FRANKIE RAYE(pre-Nova)

F GD (10) Health: 56A EX (20)S TY (6) Karma: 20E EX (20)R GD (10) Resources: TY(6)I PR (4)P TY (6) Popularity: 50

KNOWN POWERS:Fire Generation: Frankie can generateMonstrous rank flame from any part ofher body. Her powers are similar to thoseof her tutor, the Human Torch, althoughshe lacks his experience andimagination.Fire Control: Frankie has Monstrouscontrol over any flame, whether it wasnatural or power-created. She has nocontrol over the Human Torch’s flameand neither has he any power over hers.Energy Sheath (Fire): Frankie can sur-round her body with a fiery sheath thatgives her Monstrous rank resistance tophysical attacks and high temperatures.Objects of less than Incredible materialstrength immediately melt or burn upontouching her. Living targets suffer Incred-ible damage if they are not somehowprotected from her heat.True Flight: Frankie can attain Excellentairspeed. Because her power is basedon combustion, she cannot travel in an

oxygen-less environment.

CONTACTS: Frankie was a temporarymember of the Fantastic Four during hershort career. If the circumstances allow,she could call on her long-vanished step-father Thomas Raye (Prof. Phineas Hor-ton) or his creation, the original HumanTorch, for help.

BACKGROUND: Frankie Raye was thestepdaughter of Thomas Raye, alsoknown as Prof. Phineas Horton, thecreator of the original Human Torch.When the FF appeared, Horton becameangered that another should be using theidentity of his creation. He took his step-daughter to an abandoned warehousewhere he had stored his chemicals andequipment. Presumably he intended tocreate a new android. Instead, a decay-ing barrel dumped its contents onFrankie. Within seconds the chemicalspermeated and transformed her body.She turned into a living ball of flame.When Raye managed to calm Frankiedown, she reverted to her normalappearance. Anguished over what he haddone, Horton hypnotized her into forget-ting her powers. He also gave her anaversion to flame and a series of post-

11

FRIENDS OF THE FF

hypnotic suggestions that allowed him tosecretly aid her later. He then abandoned her,naked except for his raincoat. Each month inthe years that followed, Horton sent her anenvelope with enough cash for her to get byon. He even sent her a costume that blendedinto her skin and would only appear if she wasotherwise nude. Post-hypnotic suggestionsmade her forget the costume’s existence anddevelop a dislike of seeing her own body.

The money stopped when Horton died.Frankie was now an adult who had begun todate Johnny. Her continual exposure to himdestroyed the memory blocks and enabledher to finally use her powers, which were simi-lar to his. She was a member of the FF untilGalactus died and was revived by Reed.Although frightened by Galactus, she realizedhe would need a new Herald to find suitableworlds on which he could feed. Otherwise, hewould be forced to feed on the Earth’s life-force. Galactus accepted her offer and trans-formed her into Nova (see Galactus’ Heralds).

RUNNING FRANKIE RAYE: Before she re-gained her memory and powers, Frankie wasa strong-willed, somewhat short-temperedwoman. Her powers only increased her ten-dency to overreact to a given situation. Forexample, she almost incinerated a young girl’sabusive drunk of a father.

WYATT WINGFOOT

F GD (10) Health: 40A GD (10)S GD (10) Karma: 26E GD (10)R GD (10) Resources: GD(10)I GD (10)P TY (6) Popularity: 35

KNOWN POWERS: None.

TALENTS: Wyatt is a superb athlete, me-chanic, and engineer. He shares responsibilitywith Johnny for maintenance and improve-ments done to the FF’s vehicles. He is a natu-ral expert on Amerindian culture and folklore,especially in regards to the Comanche andKeewazi tribes. Because of the time he hasspent with the FF, he has become an expert intheir various systems and devices.

CONTACTS: Wyatt is a longtime friend of theFF in general and Johnny Storm in particular.His relationship with She-Hulk is much closer.Wyatt is a former chief of the Keewazi Tribeand still commands their respect despite hisabdication.

BACKGROUND: Wyatt Wingfoot was born onthe Keewazi Indian Reservation in Oklahoma.The Keewazi are an offshoot of the Comanchepeople and represent a blend of tradition andmodernity. While they still retain ancient cus-

toms, they possess a wealth of modern tech-nological devices. The tribe is fairly affluentdue to the oil reserves found under their land..

Wyatt’s father was Will Wingfoot, a famousathlete and decathlon champion, and hisgrandfather was Silent Fox, a tribal Chief andmedicine man. Will died years before Wyattcame to NYC, but it was his influence that ledWyatt to attain a degree and wide knowledgeof the outer world.

Wyatt entered the FF’s lives when he wasJohnny’s college roommate during their fresh-man year at Metro University. The friendshipbetween the young men inevitably drew Wyattinto the FF’s adventures. He remained friendseven after Johnny dropped out after his solecollege year. Wyatt’s brilliant mind and dedica-tion to learning propelled him swiftly throughacademia; he received his Bachelor’s degreein record time.

Wyatt got the FF to assist his tribe when itwas attacked by a Roxxon robot masquerad-ing as their tribal god Tomazooma. He recipro-cated by helping Johnny search for thethen-unknown location of Attilan, hidden in theHimalayas. Wyatt later helped the FF defeatthe Miracle Man.

Years elapsed before Wyatt again rejoinedthe FF He spent that period teaching tribalchildren and assuming more leadership re-sponsibilities as Silent Fox grew frailer. SilentFox eventually died, forcing Wyatt to assumethe duties of Chief. However, the day Wyatt

was to become chief was also the day Termi-nus arrived on Earth. In the following struggle,Wyatt realized he could not limit himself to lifewith the Keewazi.

Of course, he did gain the fringe benefit ofbeing able to get close to She-Hulk on a regu-lar basis. Their friendship began immediatelyand soon got much more intimate. In fact,Wyatt was soon spending more time with She-Hulk than with the rest of the FF combined.When She-Hulk eventually left the FF, Wyattwent with her.

RUNNING WYATT WINGFOOT: Wyatt is astrong, resourceful, and even-tempered per-son. He never displays anger or other negativeemotions. On the other hand, he still pos-sesses an active sense of wonder; he isthrilled at each new discovery he makes,especially when he is with the FF. While he isa physically powerful man, he rarely uses hisstrength if a mechanical solution is available.

TATTLETALEFranklin Benjamin Richards

F PR (4) Health: 16A TY (6)S FE (2) Karma: 91E PR (4)R TY (6) Resources: FE(2)I GD (10)P M N (75) Popularity: 10

KNOWN POWERS:In the past, Franklin has exhibited powers thatwould make. him a demigod. When he hadtemporarily transformed himself into an adult,Franklin decided that he should deny himselfhis powers until he was old enough to properlyuse them and placed them under a psycholog-ical block. However, some powers have em-erged.Precognition: Franklin has Amazing rankPrecognition that operates only when he isasleep. He calls them “his funny dreams.”Reed and Sue have learned to worry when thefunny dreams appear, since they have thepotential to come true.Self-Duplication (Illusory): When Franklin isasleep he can release an intangible but visiblecopy of himself. He can also use this powerwhen awake if he succeeds in a yellow PsycheFEAT roll. The “dream body” can go instantlyto any location Franklin thinks about. Thepower has Class 5000 rank; this enables himto send his dream body up to 250 miles away.

Franklin can see and hear everything theDream body experiences. When he uses thepower, Franklin talks in his sleep; this allowsanyone watching his sleeping form to somewhat monitor the situation. Franklin automati-cally uses Telelocation in conjunction with thispower; this enables him to automatically locateanyone he’s thinking about. Because of thepower’s high rank, the dream body is virtually

12

indestructible. Besides, the only powers thatcould even begin to affect it are those thataffect psionic or magical powers.Telelocation: Franklin has the Incredible rankability to mentally locate anyone he thinksabout. The maximum range for this is 250miles, the same as his “dream body’s” range.This power is linked to his “dream body” andonly functions when Franklin is using Self-Duplication.Biophysical Control (Disruption): When freed ofhis psychological blocks, Franklin has demon-strated the Incredible rank power to cause avictim intense pain. The power is accompa-nied by a purple-white glow in his eyes. Thepain is physically crippling during its effect.Victims can recover by making a yellowPsyche FEAT (try once per minute). If Franklinuses this against a cybernetic victim, the targetmay even explode (alas poor Herbie).

TALENTS: None.

CONTACTS: Franklin is the child of Reed andSue Richards, founders of the Fantastic Four,and shares most of their Contacts. His bestfriends are the Powers children (a.k.a. thePower Pack), with whom he secretly goes onadventures. While she was alive, Franklin hadclose ties to his nanny, Agatha Harkness.Although she is currently dead, perhaps thetie extends beyond death.

BACKGROUND: Franklin’s troubles began in

the womb, when the combination of his par-ent’s mutated DNA gave Franklin the potentialfor tremendous power. It was a difficult preg-nancy due to imbalances in Sue’s blood-stream; both mother and child almost diedduring the delivery. Franklin developed quicklyfrom being a babe in arms to an independentpreschooler. Franklin always behaved as anormal child; his exotic home life seemedperfectly normal to him. However, when Frank-lin was three, he started to exhibit previouslyunsuspected mutant powers. The first toappear was his ability to cause great pain in atarget. Ben was the first to experience thiswhen Franklin tried it as a way to wake himup. Franklin’s powers began to mushroom outof control, forcing Reed to take the drasticstep of temporarily lobotomizing his son. LaterFranklin returned to normalcy and, a bit afterthat, his powers began to reappear. In a burstof anger, Franklin restructured the puzzle hewas working on, blew up Herbie II, and turnedhimself into an adult.

When Franklin returned to being a child, heno longer had his powers. However, the blockthat prevents his powers from manifestingthemselves only functions when Franklin is inhis real body. As Mephisto discovered, Frank-lin’s astral body has all of his powers. Frank-lin’s less destructive powers have recentlybegun to reappear. Reed has finally realizedthat continually destroying Franklin’s powers isnot the solution; he has begun to teach his sonthe proper way to use his powers.

RUNNING TATTLETALE: Despite his exoticbackground, Franklin is pretty much an aver-age kid. He likes to adventure and to be likedby adults, although he doesn’t understandmost of them. He does have a lot of self con-trol (probably learned from his parents whowould have worried about him, say, acciden-tally opening the Negative Zone portal).

ALICIA REISS MASTERSSTORM

F PR (4) Health: 18A TY (6)S PR (4) Karma: 40E PR (4)R GD (10) Resources: TY(6)I GD (10)P EX (20) Popularity: 20

KNOWN POWERS:None.

TALENTS: Alicia is one of the leading Neo-Realist sculptors in the world today. Her realis-tic yet romantic portrayals of the world’ssuperhumans have earned her householdname status and great popularity.

CONTACTS: Alicia is an integral member ofthe Fantastic Four’s extended family, both

through her long courtship with Ben and hermarriage to Johnny. Curiously, her art alsogives her a tenuous link to Dr. Doom, whoadmired her skill enough to make her do asculpture of him. She is the stepdaughter ofthe Puppet Master, who remains devoted toher (even if he does try periodically to kill herlovers).

BACKGROUND: Alicia was blinded when shewas 15. Her stepfather, Philip Masters (thePuppet Master) blamed himself for her condi-tion. She didn’t leave their apartment for thenext three years, during which time she devel-oped the Sculpting skills she learned from herstepfather. When a battle between the PuppetMaster and the FF brought the Thing into herhome, she immediately was drawn to Ben.The romance took form between the ill-educated, brutish Ben and the delicate, artisticAlicia, lasting for years. Unfortunately; Ben’sdelusion that she loved only the Thing and notBen himself kept him from fully loving her.Eventually he became so frustrated that he leftAlicia and the Earth for several months. Dur-ing that time, Alicia and Johnny fell in love.When Ben returned, Alicia convinced theangry Thing that they would always be friends.Although Ben still regrets losing her, he re-mains her friend.

RUNNING ALICIA: Alicia is a gentle womanwho has never been known to hit anyone,even when she is being attacked. She knows

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she is often the tool for foes wishing to strikeat the FF, but she continues on with her life asbest she can. She is devoted to Johnny, butalways retains a special affection for Ben. As aside note, she apparently has memorized mostof Manhattan and can get about the city aseasily as can an out-of-town visitor.

AGATHA HARKNESS

F PR (4) Health: 20A TY (6)S PR (4) Karma: 116E TY (6)R EX (20) Resources: GD(10)I EX (20)P MN (75) Popularity: 10

KNOWN POWERS:Ritual Magic: By combining specific chantsand gestures, Agatha can create magicaleffects of up to Monstrous power. These ef-fects can simulate the effects of a number ofpowers; each power is treated as a PowerStunt that she can use easily:• Force Field• Force Field v. Hostiles• Force Field v. Magic• Reflection• Resistance to Magic• Extradimensional Detection• Life Detection• Magic Detection• Power Detection• Psionic Detection• Biophysical Control (Healing)• Biophysical Control (Disruption)• Hypnotic Control• Mind Control• Neural Manipulation• Shapechange Others• Summoning• Magic Control• Magic Domination• Sympathetic Magic• Communicate with Animals• Communicate with Plants• Dreamtravel• Empathy• Free Spirit• Sensory Link• Telepathy• Dimension Travel• Gateway

TALENTS: Agatha is fully trained in the ar-cane arts due to her Mystical origin. She is anexpert in Occult Lore and can identify anymagical artifact with Monstrous ease (a greenFEAT).

CONTACTS: Agatha was Franklin Richards’governess when he was an infant and toddlerand therefore had strong bonds with the FF.Her background with the New Salem Witcheswas less firm. Although she was a leader of

their colony, she became estranged fromthem when she returned to the outside world.

BACKGROUND: Agatha Harkness was thegreatest sorceress from the witch colony ofNew Salem, Colorado. She was the “GrandeDame” of the community for a long time, buteventually she grew restless and returned tothe outside world. She built her home of Whis-per Hill in the Adirondack Mts. of upstate NewYork. She became aware of the infant Frank-lin’s existence and powers and decided thatshe should offer her services as his govern-ess. When Reed and Sue learned of herpowers, they agreed; they had been seekingsomeone who could fill the post of both nannyand protector. Agatha proved she could doboth when she defeated the three members ofthe Frightful Four. Whisper Hill was later de-stroyed.

Agatha and Franklin were forcibly brought toNew Salem by her son, Nicholas Scratch, whoplaced her on trial for consorting with theoutside world. The FF came to her rescue anddefeated Scratch and his villainous childrenthe Salem’s Seven. Agatha exiled Scratch toLimbo.

Later the Salem’s Seven seized power inNew Salem and executed Agatha by burningher at the stake. However, Agatha’s spirit stilllives on in disembodied form. She directed theScarlet Witch to New Salem, where theyfought the Salem’s Seven and apparentlydestroyed the entire community.

In her final encounter with the Scarlet Witch,Agatha summoned her to the mystical dimen-sion ruled by Samhain. There Agatha hadbeen bound to an ethereal stake. The ScarletWitch eventually freed her and permittedAgatha to claim her eternal rest.

RUNNING AGATHA: When Agatha was alive,her main concerns were countering the effectsof evil magic on the world and properly rearingyoung Franklin. At times, her pursuit of thesegoals seemed to run contrary to the wishes ofthe FF She was also concerned with thewelfare of her student, the Scarlet Witch, andconstantly strove to make things easier for her.Perhaps her hostile relationship with her ownson, Nicholas Scratch, is the cause of herstrong maternal feelings toward those she“adopted” as her children. This concerncontinued even when Agatha became a ghost.

LUNALuna Maximoff

F FE (2) Health: 12A FE (2)S FE (2) Karma: 6E TY (6)R FE (2) Resources: Shift 0I FE (2)P FE (2) Popularity: 20

KNOWN POWERS: None.

TALENTS: None.

CONTACTS: Luna is the daughter of Pietro(Quicksilver) and Crystal, niece of the ScarletWitch and Vision, and the granddaughter ofMagneto. If she’s in trouble, her relatives willcome to her aid; these relatives include theInhumans, the FF, the Avengers, and thevarious mutant groups under Charles Xavierand Magneto’s guidance.

BACKGROUND: Luna is the first child bornon the moon in mankind’s history. She is thehybrid of a second-generation mutant (Quick-silver) and a chemically-mutated Inhuman(Crystal). Somehow the different natures of herparents’ genes cancelled out whatever powersshe might have otherwise inherited. Quicksil-ver anguished over having a “mere human”for a daughter and sought to expose her to themutation-inducing Terrigen mists. Ben, Crystaland Lockjaw, stopped him and made himrealize that Luna’s composite DNA might goterribly awry if he had tried to mutate it. Sincethat time, Luna’s parents have separated,although they remain technically marriedunder Inhuman law. Crystal took her daughterwith her to Earth. Luna and her mother nowlive in Four Freedoms Plaza.

RUNNING LUNA: Luna is a typical infant, her

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only difference being that she is unafraid ofotherwise frightening sights, such as Lockjawor the Thing.

MAYA

F TY (6) Health: 28A TY (6)S TY (6) Karma: 26E GD (10)R TY (6) Resources: GD(10)I GD (10)P GD (10) Popularity: 20

KNOWN POWERS:Micro-Environment: Maya has the Amazingrank ability to change the weather in a smallarea. When her power functions, the air’scomposition and temperature change to matchthat of Attilan. This makes Maya the idealnanny for Luna, who might otherwise sufferthe consequences of breathing New York’s air.

TALENTS: As a nanny, Maya possesses basicmedical skills (First Aid and simple diagnoses).

CONTACTS: Maya is an Inhuman in the em-ploy of the Royal house and can call on theInhumans for assistance, especially if Luna orCrystal are in trouble. Her current assignmentmakes her a part of the Fantastic Four’s ex-tended family as well.

BACKGROUND: Maya is a typical Inhuman.Her training as a nanny combined nicely withher power of Micro-Environment when BlackBolt sought someone to aid Crystal in rearingLuna on Earth. She is the first hired servant tolive in the FF’s headquarters.

RUNNING MAYA: Maya is on Earth for onereason: to care for the young Luna. She willnot actively engage in any battles involvingthe FF unless Luna’s safety is in question.

H.E.R.B.I.E.Humanoid Experimental Robot, B-Type,Integrated Electronics

F GD (10) Health: 115A EX (20)S GD (10) Karma: 42E MN (75)R EX (20) Resources: Shift 0I EX (20)P FE (2) Popularity: 6

KNOWN POWERS:Robot Body: H.E.R.B.I.E. is the name for aseries of robots built by Reed to assist him.The H.E.R.B.I.E. series has a Usuform body;that is, one that is designed to meet its func-tional needs rather than to meet aestheticones. He possesses eight retractable tentacle-like probes and a variety of sensory and defen-sive devices. H.E.R.B.I.E. possesseshuman-like intelligence and communicationskills.Communication with Cybernetics: H.E.R.B.I.E.is programmed to communicate with anydevice of at least Feeble intelligence. HisMonstrous ability even enables him to commu-nicate with alien computers, such as the LivingComputers of Xandar.Plasma Generation: H.E.R.B.I.E. can emit aplasma blast of Monstrous intensity. The beamis a coherent field of glowing, highly-chargedparticles that possesses a terrific punch whenit strikes a target. The beam can do Monstrousrank damage against a non-living target orRemarkable damage to a living target. It hasthe side effects of providing Incredible inten-sity illumination and electrical shock. Thebeam has a maximum range of only one area.infravision: H.E.R.B.I.E. can see Infrared light.Levitation: H.E.R.B.I.E.’s built-in anti-gravitydrive gives him Feeble Levitation. He canhover in place or travel at 3 areas/stories perround. He can also lift an additional 50pounds.Rocket: H.E.R.B.I.E. has a set of external jetsthat permit him to fly at Typical speed. Thispermits him to fly at 6 areas/stories per roundin an atmosphere or 75 areas per round in avacuum. It also enables him to lift an addi-tional mass of 200 pounds.

TALENTS: H.E.R.B.I.E.’s skills are limited towhatever programs Reed feeds into him. If the

software is available, H.E.R.B.I.E. can functionas an expert on any field Reed chooses. Theoriginal H.E.R.B.I.E. was primarily used as ascientific tool. The second H.E.R.B.I.E. actedas a sitter and power monitor for Franklin.

CONTACTS: H.E.R.B.I.E. is owned by the FF.During the brief time he was possessed bythe mind of Dr. Sun, H.E.R.B.I.E. could presum-ably have commanded Dr. Sun’s forces.

BACKGROUND: H.E.R.B.I.E. is a series ofrobots built by Reed to assist him in his scien-tific endeavors. The original H.E.R.B.I.E.mostly stayed in the Baxter Building’s lab oraccompanied the FF on space flights. Whileon a trip to Xandar, the FF were allowed to linkH.E.R.B.I.E. with the Living Computers. Unfor-tunately, everyone was unaware that thedisembodied mind of Dr. Sun was lurking inthere. Dr. Sun invaded and overwhelmedH.E.R.B.I.E.’s personality. Once back on Earth,Dr. Sun/H.E.R.B.I.E attempted to destroy theFF. H.E.R.B.I.E. regained its intelligence whenDr. Sun transferred his own mind into the FF’smaster computer. In order to save the FF andto prevent Dr. Sun from repossessing it,H.E.R.B.I.E. crashed into the Master Com-puter, destroying everything. When Franklinbegan to exhibit a resurgence of his powers,Reed built a second H.E.R.B.I.E. This onelacked the first’s offensive powers and wasprogrammed to assist Franklin’s languagedevelopment and to monitor Franklin’s

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powers. The second H.E.R.B.I.E. explodedwhen a sudden surge of Franklin’s powerssuddenly aged the boy into an adult. Reed hassince built additional robots of this series anduses them throughout the FF’s headquarters,where they perform routine monitoring andassistance duties.

RUNNING H.E.R.B.I.E.: H.E.R.B.I.E. is arobot and does whatever it is programmed todo. Its programming gives it some free will,though. Both versions of the robot developedan antagonistic relationship with Ben. It wasonly when H.E.R.B.I.E. was possessed by Dr.Sun that it actually harmed anyone.

DR: JACOB GRIMM

F FE (2) Health: 20A GD (10)S FE (2) Karma: 40E TY (6)R EX (20) Resources: EX(20)I GD (10)P GD (10) Popularity: 25

KNOWN POWERS:None.

WEAKNESSES: Dr. Grimm’s legs are weak.He requires crutches to get around, and hasFeeble Agility for purposes of attacking ordodging.

TALENTS: Jake is a licensed general practi-tioner and a former medical instructor. He hasboth Medicine and First Aid talents.

CONTACTS: He has strong ties to the FF,particularly the Thing, and to the people still inBenson, Arizona.

BACKGROUND: Jacob Grimm was born inpoverty in NYC but used his intelligence to pullhimself out of the ghetto. While he was unableto get his brother to do likewise, he at least

was able to watch out for his nephew, Ben.When Ben’s parents died, Jacob and his wifeAlyce adopted him and raised him throughadulthood. Late in life, Jacob was partiallycrippled by a car crash that killed Alyce. Whilehe was convalescing, he returned to teachingmedicine. There he met Penny, the studentwho eventually became his wife and col-league. After the creation of the FF, he andPenny moved from NYC to Benson, AZ, wherethey established a general practice.

RUNNING DR. GRIMM: Jacob Grimm is acompassionate and extremely competentdoctor.

DR. PETUNIA“PENNY” GRIMM“Aunt Petunia”

F TY (6) Health: 28A GD (10)S TY (6) Karma: 30E TY (6)R GD (10) Resources: GD(10)I GD (10)P GD (10) Popularity: 10

KNOWN POWERS:None.

TALENTS: Aunt Petunia is a licensed generalpractitioner. She has both Medicine and FirstAid skills. She also knows Martial Arts B.

CONTACTS: She has a strong contact withthe FF and the Thing in particular.

BACKGROUND: Penny Grimm is the secondwife of Dr. Jacob Grimm, Ben’s uncle. She andBen have a fondness for each other, with theresult that Ben uses her name as one of hismilder oaths. Shortly after the creation of theshe and Jake left NYC to set up a ruralpractice in Benson, Arizona.

RUNNING AUNT PETUNIA: Penny is astrong-willed woman who is fiercely protectiveof her husband, her adopted family, and herpatients.

DORRIE EVANS

PR (4) Health: 22TY (6)TY (6) Karma: 18TY (6)TY (6) Resources: TY(6)TY (6)TY (6) Popularity: 5

CONTACTS: Johnny Storm is her main con-tact.

BACKGROUND: Dorrie Evans was Johnny

Storm’s first serious girlfriend. They begandating when he moved to Long Island andtransferred to her high school. They continuedto date when she went off to college.However, their lives were going in differentdirections and they split up.

RUNNING DORRIE: If an adventure is setduring the time Dorrie and Johnny were stilldating, treat her as a normal teenage girl froma decade ago.

LORRIE MELTON

F GD (10) Health: 32A TY (6)S GD (10) Karma: 26E TY (6)R GD (10) Resources: GD(10)I GD (10)P TY (6) Popularity: 7

TALENTS: Lorrie is a talented auto Mechanicand is knowledgeable in the field of auto rac-ing (+1CS to Reason FEATS involving auto-motive engineering and any Resource FEATsfor building race engines).

CONTACTS: Johnny Storm is an ex-boyfriend.

BACKGROUND: Lorrie followed her father’sfootsteps and became a racecar mechanic.When Johnny hired her father’s team as his pitcrew, he and Lorrie met. They had a briefromance until Lorrie decided that she didn’t fitinto the world of the FF.

RUNNING LORRIE: Lorrie is an adventurouswoman who likes reasonably safe forms ofadventure.

JULIE ANGELJuliette D’Angelo

F TY (6) Health: 28A GD (10)S TY (6) Karma: 22E TY (6)R TY (6) Resources: TY(6)I TY (6)P GD (10) Popularity: 30

TALENTS: Julie is an actress and model.

CONTACTS: Julie is an ex-girlfriend of JohnnyStorm. Their parting was amicable. She wasoriginally roommates with Frankie Raye beforethat woman became Nova, Galactus’ Herald.

BACKGROUND: Julie realized that her goodlooks, personality, and basic acting skills couldbe used to get her fame and fortune, so shemoved to New York to be an actress or model(whichever would pay the better). She couldn’tafford a place of her own so she shared an

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apartment with Frankie Raye. Through her shemet Johnny Storm and the rest of the FF.When Frankie became Nova and left Earth,Julie moved in on the heartsick Johnny. Theirrelationship never developed seriously,though, and eventually she transferred heraffections to Grey Landers, another actor.When Grey got a job in Hollywood, Julie fol-lowed him there.

RUNNING JULIE: Julie is an extremely pleas-ant airhead.

SHARON SELLECK

F TY (6) Health: 28A TY (6)S TY (6) Karma: 26E GD (10)R GD (10) Resources: PR(4)I TY (6)P GD (10) Popularity: 6

WEAKNESSES: Sharon is extremely allergicto milk and other dairy products. Ingestion ofsuch products makes Sharon feel ill andrequires a successful green Endurance FEATto avoid incapacitating cramps for 1 -10 hours.

CONTACTS: Sharon knows the FF throughJohnny, whom she dated a few times.

BACKGROUND: Sharon is a working woman

trying to find fortune and happiness in NYC.Currently she is working at TV City, a televi-sion studio. Like most people, she couldn’tafford an apartment on her own and so wentlooking in the want ads. She found a placerooming with Julie Angel. Although shethought Julie’s story that her previous room-mate had left Earth with Galactus was a littleweird, she realized it was the truth when shemet Julie’s then-boyfriend, Johnny. Sharon fellfor Johnny at once. Sharon and Johnny didn’tget to know each other until Sharon stumbledacross the Pseudo-Skrull colony in King’sCrossing, NY. They dated a bit after Julie leftfor Hollywood, but nothing ever came of it.She and Johnny remain friends.

RUNNING SHARON: She is an independentwoman who doesn’t concern herself withpublic attitudes or opinions. This carries overto her personal appearance, and reflects hercasual nature. Her allergy to dairy productsenabled her to uncover the “Skrull invasion” ofKing’s Crossing, NY.

TARIANNA

F IN (40) Health: 120A EX (20)S RM (30) Karma: 50E RM (30)R GD (10) Resources: PR(4)I GD (10)P RM (30) Popularity: 20

KNOWN POWERS: None.

TALENTS:Tarianna was a superb warrior, possessing thetalents of Martial Arts A, B, and E, as well asAcrobatics.

CONTACTS: Tarianna was the Thing’s femalealter ego.

BACKGROUND: During his sojourn on theBattle-planet following the Secret Wars, theThing befriended the swordswoman Tarianna.They journeyed across that world together andeventually fell in love. The relationship wasdoomed when Ben discovered that Tariannawas his own anima, or female alter ego, givenlife by the peculiar properties of the Battle-planet. During this time, the Thing had alsogenerated a living copy of his human self. TheThing was about to be killed by the human Benwhen Tarianna killed the human Ben. Thisdeath triggered Tarianna’s own death and thefinal destruction of the Battle-World. Eventhough the Thing realizes Tarianna was a con-struction drawn from his own mind, he stillmourns her loss. Shortly after his return toEarth, the Thing discovered Sharon Ventura, alookalike for the lost Tarianna (see Ms. Marvel II).

RUNNING TARIANNA: Tarianna is a valiantfighter and the Thing’s devoted companion.

PHINEAS HORTONaka Thomas Raye

F TY (6) Health: 32A TY (6)S GD (10) Karma: 54E GD (10)R IN (40) Resources: EX (20)I GD (10)P PR (4) Popularity: 5

TALENTS: Professor Horton is a brilliantscientist working in the fields of Genetics andBiochemistry. He is also trained in Hypnosis.

CONTACTS: He is the creator of the originalHuman Torch and the stepfather of FrankieRaye.

BACKGROUND: Prof. Horton was a biotech-nology pioneer in the late 1930s. His crowningachievement was the creation of the firstandroid, the original Human Torch. Unfortu-nately, Horton had not foreseen his creation’sincendiary powers. Horton was believed killedin the resulting fire. In later years, he changedhis name to Thomas Raye, became a repair-man, and married a woman with a daughter,Frankie, from a previous marriage. Frankiewas 14 when “Thomas” read about the newgroup, the FF. He flew into a rage and took hisdaughter to a long abandoned chemical ware-house in NYC. His intention had been torevive or recreate the original Human Torch.However, an accident resulted in Frankie Raysreceiving the Torch’s powers.

Distraught by what he had done, “Thomas”hypnotized Frankie into forgetting her powersand her life up till then.

He left Frankie but he sent her enoughmoney each month that she could survive.Years later the money stopped when Hortonwas killed in a battle with supervillains.

RUNNING DR. HORTON: Horton was a drivenman. He was obsessed with gaining the gloryhe felt he deserved as the creator of the firstandroid. He was also obsessed with his crea-tion, the original Human Torch.

IMPOSSIBLE MAN

F RM (30) Health: 170A RM (30)S GD (10) Karma: 42E UN (100)R TY (6) Resources: N/AI TY (6)P RM (30) Popularity: 3

17

KNOWN POWERS:Shapeshifting: The Impossible Man has theShift-Z ability to transform himself into any-thing he dang well wants. His only limitation isthat he cannot change color; whatever heturns into must be green and purple. Impy hasdeveloped his power into Stunts that simulateother powers.• Lifeform Creation—Impy is able to asexual-

ly reproduce by dissolving his body into agreen and purple cloud, then re-coalescinginto two or more distinct beings.

• True Invulnerability—Due to his malleablestructure, Impy has Unearthly resistance tophysical damage. He is subject to Slamresults but cannot be Stunned.

• Power Duplication—Impy can duplicate thepowers of anything he is mimicking (drag-on’s flame, Thor’s hammer, stardrive, etc.).Such mimicked Powers are of Good rank ifhe is using his own power and Amazingrank if he is being stimulated by his ship.

• Self Sustenance—Impy does not need toconsume air, food, or whatever for extend-ed periods of time, such as when he is indeep space.

• True Flight—Impy can travel independently through space at CL3000 speed.

Mass Mind: Impy has absorbed the minds ofall the Poppupian race.

TALENTS: Impy must be an expert on Astro-Navigation, otherwise he wouldn’t have beenable to find Earth so many times.

CONTACTS: The FF are on uneasy terms withImpy but he did offer his planet to Galactus inplace of Counter-Earth, so they probably owehim one. Lately, Impy discovered the shape-shifting Warlock and through him has be-

come friends with the New Mutants.

BACKGROUND: Impy is a native of Poppup, aworld dominated by fierce and dangerousmonsters. To survive, the local humanoidsdeveloped the power of Shapeshifting toprotect their bodies and a mass mind to pro-tect their individual minds in case theShapeshifting didn’t work. Unlike the uni-verse’s other shapeshifting race, the Skrulls,the Poppupians used their powers to havefun.

Impy was born with a genetic flaw that gavehim a free will and independent decision-mak-ing capabilities. He decided he was boredwith Poppup and left for deep space. Eventu-ally he discovered (in order) the Earth, televi-sion, and the FF. He wanted to be entertainedand couldn’t understand why the Earth peopleresented his attempts to enliven the scene.Reed convinced the entire east coast of theU.S. to simply ignore Impy, no matter what hedid. Impy swiftly got bored and left Earth fordeep space.

RUNNING THE IMPOSSIBLE MAN: Impy is abored, hyper-active, mischievous kid. He is awide-eyed innocent who really doesn’t under-stand the harm he is capable of doing. Fortu-nately, he is at heart a benevolent soul whowould never harm anyone intentionally. One finalnote: he cries A LOT if he can’t get his way.

STINGRAYDr. Walter Newell

F GD (10) Health: 130A RE (30)S AM (50) Karma: 40E IN (40)R EX (20) Resources: RM(30)I GD (10)P GD (10) Popularity: 20

KNOWN POWERS:Exoskeleton: What powers Dr. Newell has arederived from his use of the Stingray armor.Without the armor his ranks are:F A S E R I PGD GD TY GD EX GD GD

Body Armor: The Stingray armor gives NewellRemarkable protection from physical attacks(including pressure from the ocean’s depths),Excellent protection from energy attacks, andAmazing protection from heat, cold, and elec-tricity.Self Sustenance: Artificial gills within the armorprovide him with unlimited oxygen. Note thatthe system cannot provide him with oxygenwhere none is present, such as outer space.Hyper-Swimming: Propulsion systems give himGood waterspeed.Gliding: After launching himself from the water,Stingray can attain Poor airspeed (60 mph)and a maximum altitude of 100 feet.Electrical Generation: Stingray can release a

blast of Incredible Intensity electricity at arange of up to 1 area. Targets of the blastmust make an Endurance FEAT or fall uncon-scious for 1-10 rounds.

TALENTS: Dr. Newell is a master of severaldisciplines related to the oceans. He is anoceanographer, ocean archeologist, icthyolo-gist, and cetologist. He has made a specialstudy of methods for adapting surface humansto an aquatic existence.

CONTACTS: Dr. Newell has been employedby the Navy and FBI. He is a friend of Namorand the Thing and positively adored by Dr.Henry Croft and the other people he helpedrestore to normal.

BACKGROUND: Dr. Newell was an oceanog-rapher employed by the government when heoversaw construction of an experimentaldomed undersea city (later destroyed by thePlunderer). Newell befriended Namor duringthis period. Later he was ordered to captureNamor, who had been accused of some crime.To enable himself to do this, Newell con-structed the Stingray armor. After clearingNamor’s name, Newell resumed his research.He met the FF when he was helping a groupof people regain their humanity after Dr. Hydrohad transformed them into amphibians resem-bling Triton of the Inhumans.

RUNNING STINGRAY: Dr. Newell’s life isdevoted to exploring the ocean’s secrets. TheStingray armor helps him out immeasurably.He is driven to correct any injustice or fightany calamity that is related to the ocean. Thethrill of adventuring as Stingray is graduallywinning over the urge for scholarly research.

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CRUSADERRobert Grayson a.k.a. Marvel Boy

F IN (40) Health: 120A GD (10)S IN (40) Karma: 18E RM (30)R TY (6) Resources: PR(4)I TY (6)P TY (6) Popularity: 0

KNOWN POWERS:Power Source (Wristbands): All of Grayson’spowers are derived from his special wrist-bands. The bands absorb solar radiation andtransform it into powers and enhanced Abili-ties for the wearer. If Grayson loses the bandsall his Abilities drop to Typical rank.Gravity Manipulation: The bands can lessenthe gravity of heavier planets to that of Earth.In areas of lighter gravity, the power can bedeveloped to enable him to fly at Typicalspeed.Light Control: The bands have the Excellentability to magnify low light levels to a pointwhere normal daylight vision is possible. Indaylight, the bands can create blinding burstsof light. (Anyone within two areas of the bandswhen they use this power must make anIntuition FEAT against Amazing Intensity orsuffer 1-5 rounds of blindness.)Light Emission: The bands can emit any fre-quency of light with Excellent intensity.Gateway: The bands can create warps intothe “Quantum Zone:’ a realm of unknown sub-atomic particles. These particles can form intoa blast that does Amazing damage.True Invulnerability: The bands give the wearerMonstrous resistance to physical and heatattacks.

TALENTS: Grayson was trained in branchesof the Uranian sciences that are unknown onEarth.

CONTACTS: None.

BACKGROUND: Grayson is the son of Dr.Horace Grayson, a German Jew who fledGermany before WWII. Fearing the war heknew was about to erupt, he designed a rock-etship that would carry him and his infant sonsafely away from Earth. He made radio con-tact with the Uranians, a colony of the Eternalswho had left Earth millennia before. The Ura-nians gave Dr. Grayson the help he needed toleave Earth for their world.

Robert Grayson grew up in the small domethat housed the colony. He was given thetraining of a young Eternal and taught to usethe powers supplied him by the bands. Whenhe was 17, he convinced his father to let himreturn to Earth and to fight evil. During the 50she became a popular crimefighter known asMarvel Boy. After three years, he was recalledto Uranus to care for his ailing father. He

returned again to Earth to acquire the supplieshe needed. Tragically, when he finally re-turned, he discovered the Uranian domeshattered and everyone dead. He vowed toavenge his father and the Uranians by de-stroying the New York bank which had hin-dered his efforts to return to Uranus.

En route again to Earth, his ship was caughtin the tail of a mysterious comet. Grayson wasplaced into suspended animation. His voyagewas extended from days to decades. When hefinally returned to Earth, he was an adult, andinsane. He nearly killed the banker who hadcaused him so much trouble and destroyedsome branches of the Grover Cleveland Bank.When the FF attempted to halt the rampagehe tried to increase the power given him bythe bands. The power level was too high;Grayson was disintegrated in a burst of light.

The bands survived and Reed gave them toSHIELD. They were in turn given to Dr. GilbertVaughn for study, who then gave them to hisson to use as the super-hero Quasar.

RUNNING CRUSADER: In the 1950s, MarvelBoy was a bright, friendly teen who was out tostop all crime and bring about world peace. Ifthe adventure is set later in Robert’s career;Crusader was a rampaging psychotic whowould stop at nothing to destroy the GroverCleveland Bank.

QUASARWendell Vaughn

F EX (20) Health: 50A GD (10)S GD (10) Karma: 22E GD (10)R GD (10) Resources: GD(10)I TY (6)P TY (6) Popularity: 10

KNOWN POWERS:Power Source (Wristbands): All of Quasar’spowers are derived from the Uranian wristbands formerly used by the late Crusader. Thebands tap available solar energy and convert itinto powers Quasar can use.Energy Solidification: The bands can emitobjects of “solid” light. The objects are shapedby Quasar’s imagination and can be used tocreate a variety of useful shapes, such asweapons, shields, cages, and aerodynamicdesigns. The objects have Monstrous Materialstrength and do Monstrous damage if used asweapons. If the force is used as shields,Quasar can block up to three separate attacksat Monstrous power level and will automaticallywin initiative against any such attacker thenext round.Light Generation: The bands can create Mon-strous bursts of light.True Flight: Quasar can fly at Shift-Y speed(Mach 2) in the atmosphere, and presumablyeven faster in interplanetary space.

TALENTS: Vaughn is a veteran of the U.S.army and a SHIELD trainee. He possessesLaw Enforcement and Espionage skills. He istrained in Martial Arts A and B, as well ashandgun use.

CONTACTS: Vaughn has contacts withSHIELD, Project Pegasus, Bill Foster, and theFF through his buddy the Thing.

BACKGROUND: Wendell Vaughn was aSHIELD trainee when his father acquired theUranian wristbands used by the late Crusader.Wendell was supposed to use the bands sohis father could study their effects. Unfortu-nately, th6 bands grafted themselves onto hiswrists. Wendell then volunteered for SHIELD’s“Super-agent” program, where he was code-named Marvel Man. When the program wasdiscontinued, he changed his name to Quasarand got the job of security chief for ProjectPegasus. There he met Ben. He served duringthe the Project’s most violent period. After theSerpent Crown temporarily took control of hismind, Quasar felt so disgraced that he re-signed and disappeared without revealing hisplans. Rumors suggest he is now making hisway to Uranus.

RUNNING QUASAR: Quasar is aware that,while he has the potential for great powers,his control over them is not that fine. He’s stilla bit insecure about his role as a superhero,although he hides it well.

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Quasar by Art AdamsCourtesy of www.quantumzone.org

GUARDSMANMichael O’Brien

F EX (20) Health: 90A EX (20)S IN (40) Karma: 30E AM (50)R GD (10) Resources: GD(10)I GD (10)P GD (10) Popularity: 10

KNOWN POWERS:Exoskeleton: O’Brien receives his powers fromthe use of the Guardsman armor. Without thesuit, his physical Abilities are:F A S EGD GD TY GD

Body Armor: The Guardsman armor gives himIncredible protection from physical attacks,Excellent protection from most energy attacks,and Monstrous protection from radiation.Rocket: Internal systems give him Remarkableairspeed (250 mph) and a maximum flyingtime of two hours.Fire Generation (feet): His rocket boots enablehim to do Excellent damage to any targetwithin 2 areas.Plasma Generation (Repulsors): Gauntletmounted Repulsor projectors emit blasts thatcan do Incredible damage at a range of up to5 areas.Self Sustenance: The armor contains an inter-nal air supply sufficient for 30 minutes’ use.

TALENTS: Michael O’Brien is a policemanand has the Law Enforcement talent, as wellas Martial Arts E.

CONTACTS: Michael was originally a ser-geant in the NYPD. Later he replaced Quasaras Security chief for Project Pegasus. He is anacquaintance of the Thing.

BACKGROUND: The Guardsman armor wasdesigned by Tony Stark to serve as an emer-gency backup system. He gave it to a friendand employee, Kevin O’Brien. Unfortunately,an emergency caused O’Brien to don thearmor before a fatal flaw was detected; mentalfeedback affected the Guardsman’s mind anddrove O’Brien into a jealous rage directed atIron Man. In the ensuing battle, O’Brien waskilled.

Months later, Michael O’Brien acquired thearmor while investigating his brother’s death.The flaw induced Michael to baffle Iron Man aswell. Afterwards, Stark fixed the error andgave the suit to Michael.

Michael eventually quit the NYPD andreplaced Quasar as head of Project Pegasussecurity. When his armor was damaged duringa battle with the Lava Men (see Sub-terraneans), the suit was rebuilt and dupli-cated by Stane Industries. Michael was latertransferred to be security chief for the Vault,where all the staff now wear copies of theGuardsman armor.

RUNNING GUARDSMAN: Michael O’Brien isa diligent policeman who believes in honor-ably fulfilling his duties.

THUNDRA

F AM (50) Health: 140A EX (20)S AM (50) Karma: 22E EX (20)R TY (6) Resources: EX(20)I GD (10)P TY (6) Popularity: 8(76)

KNOWN POWERS:True Invulnerability: Thundra has Typicalresistance to physical, attacks.Hyper-Leaping: Thundra can make Remark-able leaps (45 ft. up or across, 60 ft. down).Hyper-running: Thundra can run at Typicalgroundspeed (45 mph).

TALENTS: Thundra has the Weapons Mastertalent, and is also proficient in all FightingSkills. She is a skilled Military and Politicalleader, as befits her station as head of theU.S.R.

CONTACTS: Thundra is a long-time associateof the FF. She is leader of the U.S.R. in herhome time period.

BACKGROUND: Thundra is a citizen of theUnited Sisterhood Republic, a country in an

alternate 23rd century Earth, Fernizonia.Thundra was born in a government-run birthlab, where she was genetically engineered forgreater strength, endurance, and resistance.She began to study military skills at age 8; by,the time she was 18, she was the U.S.R.’sfinest warrior. When her world was invaded bysoldiers from another alternate timeline, Mac-chus, Thundra acted to prevent Macchus fromever existing. She stole the Macchians’ timemachine and traveled to 20th century Earth.Her plan required her to defeat Earth’s finestwarrior, the Thing. When the Wizard learned ofher intentions, he recruited her for the FrightfulFour. From there she fought the Thing onseveral occasions and even beat him once.However, she eventually realized that heractions would not affect the creation of Mac-chus. She turned against the Frightful Four.Afterwards, she became friends with the FFand began to develop a liking for Ben. Thun-dra was instrumental in merging the alternatetimelines of Fernizonia and Macchus. For atime, she stayed in the 20th century becausehe felt her world no longer existed. She wan-dered around and got further involved in Ben’slife. She aided him in stopping Roxxon Oil’sattempt to plunder the resources of otherdimensions. She used the Nth Projector toreturn to her world and time. There she be-came Empress of the renamed United Sister-hood Empire. Her people wanted her toestablish a dynasty. She decided that, sinceBen was the only male she respected, heshould marry her. When an emergencyprompted her to call Ben to her time, she tookthe opportunity to propose. Because accept-ance meant Ben would be forever unable toreturn to his time, he declined. As a favor,Thundra first returned Ben to an alternatetimeline where he could propose to Alicia (Benleft her at the altar), then finally returned himto his own timeline. Since that time, Thundrahas remained in her world, leading the expan-sion of the U.S.E.

RUNNING THUNDRA: Thundra is an aggres-sive fighter with a near-total disdain for men.She is a brilliant tactician and an honor-boundfighter. She is also prone to fits of rash behav-ior and may act before the time is right. Shehas a soft spot for Ben, but her personalitywon’t let her admit it’s something more thansimple respect.

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AQUARIANWundarr

F PR (4) Health: 94A GD (10)S RM (30) Karma: 76E AM (50)R TY (6) Resources: PR(4)I IN (40)P RM (30) Popularity: 10

KNOWN POWERS:Enhanced Attributes: The statistics for theAquarian consider only his career after beingaffected by the Cosmic Cube. Previous tothis, his abilities were:F A S E R I PEX GD AM AM FB TY PR

Hyper-Leaping: Wundarr could attain Class5000 leaps (2 miles straight up, 3 miles hor-izontally).Body Resistance: As Wundarr, he had Un-earthly resistance to brute force attacks. Theintended damage from such attacks was con-verted into energy for Wundarr’s use, so thathe accumulated a reservoir of power equal toone fourth the force used against him. Forexample, an Amazing intensity attack wouldnot only leave Wundarr unharmed, but wouldalso give his reservoir 12 points. Every roundof inactivity also added one point of storedenergy. Every time he used his Strength or hisLeaping ability, Wundarr expended 20 points.If he let it build, he could release the stored

energy in a Force Blast of Intensity equal tothe number of stored points. After 100 points,such a release (at Unearthly intensity) wasinvoluntary. Force Field v. Energy:. As the Aquarian, hehas the Unearthly ability to project a sphericalfield that dampens certain energy forms,applying -10CS to any effects. Such formsinclude electricity, gravity, light, magnetism,radiation, and sonics. The field can have aradius from 5 inches to 10 areas. He can alterthe effect, size, and intensity of the field at willbut he can never completely shut it down.This field prevents his Hyper-Leaping powerfrom functioning. However, it can be used tocreate a variety of new Power Stunts, such as:• Skywalking—Aquarian can travel at Good

landspeed even when he is walking throughthe air.

Animal Empathy: Aquarian possesses theability to understand animals at Poor rank. It isagainst his ethics to use this power to controlany creature.

TALENTS: The Aquarian has First Aid skill.

CONTACTS: Wundarr was originally BenGrimm’s ward and a patient at Project Pega-sus. He was also “adopted” by Namorita. Asthe Aquarian, he assisted the Cosmic Cube toattain its next state of being; perhaps thatbeing will return the favor someday.

BACKGROUND: Wundarr is a native of theplanet Dakkam. As an infant, he was shot intospace after his father incorrectly predictedDakkam’s imminent explosion. Wundarr spentthe voyage in partially-suspended animation;he physically matured but his mind remainedarrested in infancy. Cosmic energy endowedthe sleeper with his original powers.

When Wundarr arrived on Earth, he crashedinto a Florida swamp where he was releasedby the Man-Thing. He was given briefly intothe custody of the Thing, Namorita, and finallyProject Pegasus. Following experiments thatused him to probe the Cosmic Cube, he at-tained a psionic link with the being within. Thecommunion eventually transformed him intothe Aquarian and gave him a sense of purposeat last. He has since used his powers to helpthe Cosmic Cube pass on to its next level ofexistence.

RUNNING AQUARIAN: As Wundarr, he is aninfant in an adult body. As the Aquarian, he isa would-be messiah out to lead humanity intoa higher consciousness.

WATCHERUatu

F AM (50) Health: 250A AM (50)S AM (50) Karma: 300E UN (100)R UN (100) Resources: UN(100)I UN (100)P UN (100) Popularity: 0

KNOWN POWERS:Clairaudience: He has Unearthly range (2.5billion miles).Clairvoyance: Unearthly range.Communicate With Animals: Unearthly abilityto speak with animals.Communicate with Cybernetics: Unearthlyability to speak with intelligent machines or totake readings from non-self-aware devices.Communicate with Plants: Unearthly ability tospeak with the higher forms of plant life.Cosmic Awareness: C1000 awareness of thisuniverse and several others that exist asalternates of this one.Empathy: Unearthly ability to read emotions.Force Field Generation: a protective field ofC1000 rank.Force Field v. Psionics: a protective field ofC1000 rank that can be extended to includeanyone he chooses.Gateway: He has a C5000 range that canreach distances up to 500 light years at ajump.Immortality: Uatu may be several million yearsold.Kinetic Bolt: Uatu can fire bolts of UnearthlyIntensity.Linguistics: Uatu has C1000 ability to under-stand any language.Mental Invisibility: He has the C1000 ability torender himself and anyone he chooses unde-tectable by psionic means.Mind Probe: Unearthly rank probes of mindsand psionic phenomena. Curiously, his use ofthis or Telepathy gives his target Unearthlyprotection against any other entity’s attemptto do likewise.Remote Sensing: Unearthly ability to extendthe range of his senses (excluding those asabove).Self-Sustenance: Uatu has never been knownto eat, drink, or be required to breathe. However, all members of his race must occasional-ly bathe in particular radiations.Shapeshifting: To aid their covert surveillanceof the universe, all Watchers have the Un-earthly ability to transform themselves tomimic whatever lifeform they are observing.Telekinesis: He has Unearthly abilities, mostlyused to operate machinery and fetch items.Telelocation: He has the C5000 ability to locateanyone in the universe.Telepathy: C5000 communication with otherWatchers and Entities. Otherwise Uatu de-creases his rank to Unearthly when dealingwith mortals.

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Teleportation: C5000 range (500 light years).Total Memory: Uatu has C5000 recall of every-thing he has ever experienced. Levitation: Uatu has Unearthly rank. True Invulnerability: Uatu has C1 000 resist-ance to all attacks.

TALENTS: You name it, he can probably do itor can refer to something that tells him how todo it.

CONTACTS: Because Watchers typicallynever help anyone, no one ever helps them.However, Uatu’s peculiar behavior has givenhim Contacts with the FF, his neighbors theInhumans, Asgard, and Galactus.

BACKGROUND: The Watchers are one of thefirst races to evolve in our Universe. Originallythe Watchers decided to assist the racesaround them to attain high levels of technolo-gy and (they hoped) civilization. Unfortu-nately, their good intentions were lost on someof their charges. One race to whom they gavenuclear technology created genocidal wea-pons, destroying two civilizations. Shocked bythe results of their interference, the Watchersdecided that they would only observe theuniverse and never again interfere. They holdto this pledge even when they are aware thatincredible disaster results from their inactivity.For example, a Watcher had the chance todestroy a still-forming Galactus. Adult Watch-ers are assigned a star system to monitor for

developing life.Uatu is considered the Watcher’s equivalent

of a juvenile delinquent. Uatu developed afascination for the boisterous human race andhas decided to aid its development. Ratherthan overt help, though, he tends to warnhumans of impending danger or to indirectlysuggest solutions to their problems. He willignore direct appeals for help.

RUNNING THE WATCHER: Uatu has a specialfondness for humans, especially the FF. Whilehe will never directly aid them, he will suggestwhere they might find solutions among hispossessions or powers. Occasionally he willadd himself to a party as “an observer.” Al-though he will not directly participate in theadventure, his Karma is added to the group’sKarma Pool.

HIGH EVOLUTIONARYHerbert Edgar Wyndham

F RM (30) Health: 3080A RM (30)S EX (20) Karma: 5000E C3000R C1000 Resources: C1000I C1000P C3000 Popularity: 0

(100 from his creations)

KNOWN POWERS:Cyborg Exoskeleton: The High Evolutionary isalmost always in his armor, which containsinternal computers that supply him with mostof his powers and Abilities. Note that the suitwill always return to Wyndham in 1-100 weeksif he is separated from it. He cannot voluntarilyremove more than his helmet.Body Armor: His suit provides Unearthly pro-tection against physical attack and Shift-Zprotection against energy, psionic, and magi-cal attacks.Clairaudience: C1000 range.Clairvoyance: C1000 range.Communicate with Animals: C1000 ability.Communicate with Cybernetics: His suit givesthe High Evolutionary this power at C1000rank.Cosmic Awareness: C1000 rank.Danger Sense: At C1000 rank, he is alsoaware of danger threatening his creations.Induced Evolution: With his exoskeleton’sequipment, he can transform a animal into anevolved demihuman.Free Spirit: Wyndham can leave his body forextended periods and roam the cosmos. If hisbody is destroyed, Wyndham’s armor cansustain his lifeforce indefinitely.Growth (Atomic Growth): He can enlarge thesize of his own atoms so that he may becomeas large as Galactus. His basic stats do notchange while he is in this state.Levitation: C1000 rank.Linguistics: C1000 rank.

Mental Invisibility: At C1000 rank, this poweralso extends to his creations if they are withinrange.Mental Probe: C1000 rank.Mind Blast: Another power from his suit, withC1000 rank.Matter Creation: With his armor, the HighEvolutionary has six forms of this Power, eachwith C1000 rank:• Artifact Creation—He can instantly create

complex shapes.• Elemental Creation—He can create any

element he needs.• Lifeform Creation—He can create perma-

nent, living beings of any type.• Mechanical Creation—He can create com-

plex mechanical devices.• Missile Creation—He can use his creations

to do up to Unearthly damage.• Spray Creation—He can create sudden

torrents that do up to Unearthly damage.Reality Alteration (Future): The Suit automati-cally expends up to 150 Karma to preventanything catastrophic from happening to theHigh Evolutionary.Regeneration: The armor contains a completerecord of Wyndham’s body, personality, memo-ries, and powers. If his body is destroyed butthe suit remains functional, it can eventuallyrecreate Wyndham and return him to life.Self-Sustenance: The suit automatically recy-cles bodily wastes, thus freeing him from theneed to breathe and so on.Speechthrowing: He can make himself heard

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at C1000 range.Telepathy: C1000 rank.Total Memory: C1000 rank.

TALENTS: Wyndham was originally a leadingexpert on Genetics and Engineering. Theseabilities, and a host of new skills, were raisedto provide + 3CS to any Reason FEAT whenhe was transformed into the High Evolutionary.

CONTACTS: The High Evolutionary has had ahost of Contacts, including the Avengers, theFF, the Knights of Wundagore, the populace ofCounter-Earth (now destroyed), and AdamWarlock (no longer on this plane of existence).

BACKGROUND: Wyndham was a pioneer ofgenetics at Oxford when he created his firstevolutionary accelerator. Hostility from thescientific community prompted Wyndham andhis partner Jonathan Drew to build a lab onWundagore Mountain in Transia. When ura-nium was discovered under Wundagore,Wyndham gained a fortune that enabled himto create his scientific citadel and achievegreatness. Wyndham used his evolutionaryaccelerator on himself and gained his presentabilities. When he realized that the Transiacountryside was a focal point for much of themagic in Europe and that such forces couldthreaten him, he created his suit of armor. Hethen created the Knights of Wundagore, demi-human “New Men” astride robotic mounts, todefend him against the demon Chthon whodwelled in the earth below. When he decidedto leave Earth, he transformed his citadel intoa starship. His “New Men” colonized a worldorbiting Sirius It. The new world of Wundagore

is a curious blend of medieval knighthood andhigh technology.

Next, he created a full-scale copy of theEarth. Counter-Earth was located on the farside of Earth’s orbit. It was populated by the“New Men,” animals who had been acceler-ated to resemble human. Many of the NewMen were patterned after existing Earth hu-mans, such as Reed Richards and DoctorDoom. In a strange twist, the President was awerewolf-like berserker.

Counter-Earth was stolen by a group of beingscalled Beyonders. At first Wyndham rushed torescue his planet, but when he learned theBeyonders were interested in his work, he feltflattered. He encountered a traumatic shockwhen Counter-Earth was dismissed as “localtalent.” His ego crushed by a sudden rush ofinteriority, Wyndham went quietly mad and triedto commit suicide. Fortunately, his suit wouldn’tlet him succeed. He tried to get the Hulk todemolish his suit. While the Hulk damagedenough of the suit that Wyndham was able todevolve into a mass of one-celled organisms, thesuit retained its self-repair ability. The suit is nowquietly rebuilding itself; when it’s done, the HighEvolutionary will live again (whether he wants toor not).

RUNNING THE HIGH EVOLUTIONARY: TheHigh Evolutionary is a firm believer in theobligations of noble, higher-powered beings toprotect lesser beings. He sees himself asGalactus’ natural enemy and yet he would notallow Galactus to die. Rather, he temporarilyaccelerated Galactus’ evolution to the pointwhere Galactus would no longer need todevour worlds.

ADAM WARLOCKHim

F IN (40) Health: 160A IN (40)S RM (30) Karma: 60E AM (50)R GD (10) Resources: FB(2)I EX (20)P RM (30) Popularity: 10

KNOWN POWERS:Absorption Power: Warlock automaticallyabsorbs available Cosmic energy and trans-forms it into useful powers and personal en-ergy. Through a Power Stunt he could raiseeither his Strength or Endurance rank +2CSfor 5 turns. He could do this a total of once perday.Armor Skin: Warlock could generate a protect-ive cocoon of Incredible Material strength.Flight: Warlock could attain Shift-X velocity(770 mph airspeed; 80,000 mph in space).Dimension Travel: Warlock could travel intoother dimensions with Amazing ease. Thisincludes the ability to travel instantly throughhyperspace to distant points in space.Light Generation: During Him’s formativeperiod, he possessed an uncontrollable powerthat destroyed mechanical recording devicesand temporarily blinded living beings. Thispower vanished when Him left his cocoon.Healing: When in the Cocoon, Warlock pos-sesses Monstrous self-healing.Self Sustenance: Warlock can survive indefi-nitely without air, water, or food.True Invulnerability: Warlock possesses Goodresistance to physical and energy attacks,including the rigors of deep space.SOUL GEM: The Soul Gem is one of six magi-cal gems scattered throughout the universe.Together the six could shatter the fabric ofreality itself. The other five gems were dis-persed when Thanos attempted to do just that.The Gem is intelligent and malevolent:R I PIN MN LINThe Gem may substitute one of its attributesfor that of Warlock. The gem possesses sev-eral powers which Warlock could use as if hisown.Devolution: This Amazing power can negateinduced evolution and return the targetedbeing to its original state.Linguistics: The Gem has the Monstrousability to instantly translate any being’s lan-guage.Kinetic Bolt: Warlock could fire Incrediblebeams of pure force through the Soul Gem.Spirit Storage: The Soul Gem has the Un-earthly ability to forcibly remove a person’sspirit and trap it within.Internal Limbo: The Gem acts as a gateway toa pocket dimension populated by the spiritsdrawn into the Gem. This limbo appears to bea pleasant park where everyone enjoys tran-quility.

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Mental Duplication (Merger): This Monstrouspower gives the host of the soul gem a dupli-cate set of memories of each person drawn inby the Spirit Storage power.

TALENTS: Warlock initially possessed notalents at all. However, he gained the talents ofeveryone drawn into the Soul Gem. Theseskills include all Martial Arts, Weapons Master,Astro-navigation, and Piloting.

CONTACTS: As Him, Warlock was the tool ofthe Enclave; they are no longer enemies.Although the FF were originally Him’s ene-mies, they later became allies. As Warlock, hisfriends included some of the Avengers, theHigh Evolutionary, and the people of Counter-Earth.

BACKGROUND: Him began as a livingweapon created by the Enclave, a scientific-criminal organization. During his formativeperiod, he emitted rays that disrupted record-ing equipment and prevented anyone fromseeing Him without harm. The Enclave luredAlicia to their base to do a sculpture of Him(this was the only way of “seeing” Him at thetime). When the FF came to rescue Alicia, thecocoon hatched. Him and the FF clashed untilhe realized that it was the Enclave who werethe villains. Warlock destroyed the Enclave’sheadquarters as he fled into space.

Later Him went through a lengthy period ofpersonal growth and physical transformation.

He also began to evolve toward “godhood.”He first acted as a messiah on Counter-Earthbut was later executed by the authoritiesthere. He returned to deep space. There hediscovered that he was caught in a timeloop.One version of Warlock had become a totali-tarian god named Magus. Warlock joinedThanos in battling and eventually destroyingMagus. As he died Magus told Warlock he wassupposed to be the champion of life andnemesis of Thanos, Death’s champion. LaterWarlock led the Avengers against Thanos. Asa result of the timeloop, a younger Warlockappeared and absorbed Warlock’s soul intothe Soul Gem.

His body was later resurrected by Her, butshe returned it to death when she realized hissoul was elsewhere. At the present time, noone knows Warlock’s spirit is a content resi-dent of the internal limbo within the Soul Gem.

RUNNING WARLOCK: Warlock was concernedwith finding a reason for his existence. While hewas looking for It, he acted as the champion ofall threatened beings. Whether the drive forgodhood was a sidetrack or an inkling of hisdestiny has not yet been determined.

HERParagon

F RM (30) Health: 210A RM (30)S MN (75) Karma: 50E MN (75)R GD (10) Resources: FB(2)I GD (10)P RM (30) Popularity: 0

KNOWN POWERS:Absorption Power: Her automatically absorbsavailable Cosmic energy and transforms it intouseful powers and personal energy. By aPower Stunt she can raise either her Strengthor Endurance rank + 2CS for 5 turns. She cando this once per day.Armor Skin: Her can generate a protectivecocoon of Incredible Material strength.Flight: Her can attain Shift-Z velocity (7800mph airspeed; 600,000 mph in space).Healing: While in the Cocoon, Her possessesMonstrous self-healing.Kinetic Bolt: Her can fire Incredible beams ofpure force.Self Sustenance: Her can survive indefinitelywithout air, water, or food.True Invulnerability: Her possesses Goodresistance to physical and energy attacks,including the rigors of deep space.

TALENTS: Her initially possessed no Talentsat all. She has since gained medical and astro-navigational skills.

CONTACTS: As Paragon, Her was the tool ofthe Enclave; they are now enemies. Her latermade friends with the Thing and Moondragon.

BACKGROUND: Her was the Enclave’s sec-ond attempt to create a superbeing under theircontrol. They modified the original design tocreate a theoretically more responsive being;they also intended to have Dr. Strange performa delicate brain operation they hoped wouldremove their creature’s ability to rebel. Theywere wrong. History repeated itself as Para-gon destroyed the Enclave’s citadel and fledinto space, where it drifted within a protectivecocoon. Although Paragon was designed as aneuter, it was capable of significantly alteringits form. Contact with the Enclave’s computershad informed Paragon of Him’s existence (seeWarlock). Paragon decided to reform itself asHim’s perfect mate, Her. Her went in search ofHim and learned that, as Adam Warlock, hehad perished battling Thanos. With the help ofthe Thing and Moondragon, Her located War-lock’s body. She managed to force new lifeinto it; however, the newly risen body lackedWarlock’s spirit and mind. She returned thebody to its grave, then went off in search of amate elsewhere in space. Recently she wasseen heading back toward Earth.

RUNNING HER: Her is concerned with findingher ideal mate. She believes she is to be themother to a new race of superbeings. After herdisappointment at failing to resurrect Warlock,she has set her sights elsewhere. She willwillingly assist other beings if she thinks theycan help her in the quest.

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THE CHOSEN

F GD (10) Health: 50A GD (10)S GD (10) Karma: 30E EX (20)R GD (10) Resources:EX(20)I GD (10)P GD (10) Popularity: 0

KNOWN POWERS:None.

TALENTS: The Chosen are trained in thedesign, construction, and operation of hightech items.

CONTACTS: The Chosen can call on the FFfor help.

BACKGROUND: The Chosen were originally atribe of yetis living in the Himalayas. Severalcenturies ago, they came under the leadershipof a Tibetan monk known only as the Masterwho decided his mission was to lead them toenlightenment. Under his guidance, the Cho-sen flourished and quickly developed a techni-cal culture that surpassed that of the outsideworld. As a sideline of their research, theydiscovered a treatment that greatly extendedthe Master’s lifespan. However, as the Mastergrow older he maintained less direct controlover the Chosen. In time, renegade elementsseized control of the Chosen. They werepreparing to conquer the world when the FFdiscovered the Chosen’s existence. The FFaided the Master in transforming the Chosenfrom yetis to humans. With the transformationthe Chosen lost their urge to conquer. TheMaster and his Chosen then retired to theirhidden city.

RUNNING THE CHOSEN: When they werestill yetis, some of the Chosen saw humans asinferior animals to be conquered or destroyed.The rest of the Chosen remained sereneseekers of tranquility and enlightenment. TheMaster sees his purpose as leading at least asmall part of humanity, the yetis, into spiritualenlightenment and better domestic conditions.

QUON

F EX (20) Health: 70A EX (20)S EX (20) Karma: 30E GD (10)R EX (20) Resources: FE(2)I PR (4)P TY (6) Popularity: 0

KNOWN POWERS:Water Freedom: The Quon are an aquaticrace.Water-Breathing: The Quon are amphibious.Hyper-Swimming: Quon can attain Poor

speeds (30 mph).Communicate With Animals (Sea Life): TheQuon have the Excellent ability to commandthe higher forms of sea life.

TALENTS: The Quon male encountered bythe FF was skilled in Astro-Navigation, Star-ship Piloting, and Biochemistry.

CONTACTS: The Quon male was befriendedby the FF.

BACKGROUND: The Quon race is native toQuon, third planet from Byjak, a star in ourgalaxy. They are extremely strong, amphibioushumanoids who have developed a star-travel-ing culture. A pair of Quons crashed in LostLagoon, coincidentally a spot where the FFwere vacationing. The male went in search ofmaterials to repair his ship and medical helpfor his mate. Through a series of misunder-standings he and the FF fought until Reedfinally realized what the Quon was actually upto. After waving the FF away, the Quons tooktheir ship into deeper water to continuerepairs. Several months later, when the femalebecame ill, the male invaded East SideMedical Pavilion in search of drugs.Coincidentally (again), the FF were present.The Quon kidnapped Sue because he neededsomeone who could administer the drugs he’dtaken. After another battle, everything wascleared up. With his ship repaired and hismate well again, the Quon took his ship intospace.

RUNNING QUON: The Quon do not speak ormake any recognizable attempt at communica-tion aside from the most basic gestures. TheQuon male is devoted to his mate and, whenthings go awry, he tends to act recklessly.Because of his appearance and the lack ofcommunication, he tends to be mistaken for arampaging monster.

SPINNERETTESolon Stabilizer

F TY (6) Health: 42A TY (6)S EX (20) Karma: 22E GD (10)R GD (10) Resources: noneI GD (10)P FE (2) Popularity: 5

KNOWN POWERS:Biophysical Control (Control Vertigo): In a weight-less environment, she can prevent the naturalfeelings of vertigo caused by the absence ofgravity disturbing the delicate sense of balance.Unfortunately, in a natural gravity field, the powerreverses Itself, with the result that she has theAmazing ability to induce vertigo. Her powerdoes rank level damage to a victim’s Endurance.When the Endurance drops to zero, the personfalls unconscious. The damage is not permanentand is quickly recovered once the victim regainsconsciousness.

TALENTS: She is skilled in basic Solonianmedicine.

CONTACTS: Spinnerette has contacts withthe FF and her home ship.

BACKGROUND: Spinnerette is one of a raceof psionic clones, the Solons. All of her ship-mates bear the group name of Solon, followedby their ship task (Solon Stabilizer, Solon Pilot,etc.). When her ship was forced to crash inLong Island Sound, Stabilizer volunteered topurchase the Indium they needed for repairs.Unfortunately, she became intoxicated in theoxygen-rich air, then fell in with a band ofhoboes. In her confused state, she mistooksilver for indium and began to loot jewelrystores. She did try to pay in Solonian coins,though no one recognized them as such.When Sue threw an air-tight field aroundStabilizer’s head, Spinnerette finally regainedher composure. Reed gave her the neededIndium and she left with her ship.

RUNNING SOLON: Stabilizer Is ordinarily ashy person but she’s a mean drunk.

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RACES AND ORGANIZATIONS

INHUMANS

The Inhumans are the descendants of theresults of a long-ago Kree experiment. 25,000years ago, the Kree attempted to create abreed of superhuman earthling warriors tofight in the Kree’s wars. Their scientists suc-ceeded in creating a small tribe of superhu-mans but then abandoned the experiment.The tribe wandered Europe and Asia beforethey settled on a small Atlantic island, Attilan.During the millennia that followed, the tribedeveloped advanced technology and culture.They encountered the young Atlantean Empirebut maintained their independence.

The Inhuman culture was devoted to scien-tific exploration, especially in the field of ge-netics. They set up a genocracy, a governmentcontrolled by the genetically fittest. Early in theInhumans’ history, they discovered the Terri-gen Mists, a substance that interacts withhuman DNA to create superhuman mutations.The first user of the Terrigen Mists was itsdiscoverer, Randac, who developed psionicpowers. He instituted the program whereby allInhumans could be exposed to the Mists.Unfortunately, half of the test subjects devel-oped non-human appearances and the pro-gram was halted. The induced mutationspassed into Attilan’s gene pool. In the centu-ries that passed, discrimination against non-human Attilaneans was so pronounced that itprompted a revolt. The revolt’s leader, Gral,forced everyone to be exposed to the TerrigenMists. 75% of Attilaneans developed non-human appearances. Successive exposure tothe Mists by their descendants only widenedthe genetic diversity of the Attilaneans. Theculture stagnated as people were divided byappearance into “Mutation Camps.” Thisprogram was discontinued when Gral wasdeposed by Auran. It was Auran who taughtthe people to celebrate their diversity andrenamed the Attilaneans the Inhuman Race.

Attilan’s geneticists created vigorous breed-ing programs designed to re-stabilize theirrace. Today, less than half of the Inhumanshave a non-human appearance. The Inhu-mans also developed a cloned race of meniallaborers, the Alpha Primitives.

The government of Attilan is divided into twoarms. The Genetic Council’s twelve membersrepresent the legislative and judicial branches.The Council elects one of its members to be“king” of the Inhumans. He forms the RoyalFamily, which serves as the executive branch.110 years ago, the scientist Agon was electedking. He was an extremely popular leader andpossessed a brilliant understanding of Terri-gen’s effects on Inhuman genetics. He con-vinced his wife, Rynda, to undergo exposurewhile she was pregnant with their first child.The result was the birth of Blackagar (seeBlack Bolt), the most powerful Inhuman ever.Agon and Rynda persuaded their siblings toexpose their unborn children to the Mists aswell, resulting in the creation of the unique,

high-powered Royal Family.Twenty years ago the Kree rediscovered

their long forgotten experiment and attemptedto reassert their control with the help of Maxi-mus, Blackagar’s younger brother. Blackagarexposed Maximus’ plot and destroyed theKree. Auran and Rynda were killed when theKree ship crashed on their lab; Blackagar waselected to replace them as the new king.

Blackagar’s reign has seen the most rapidchange the race has ever undergone. Theoutside world had finally developed to thepoint where it could be a threat. Under Black-agar’s guidance, the Inhumans developed thetechnology to move their city intact to theHimalayas. Maximus temporarily overthrewBlackagar and drove the Royal Family intoexile on several occasions. The greatestchange came when the Inhumans discoveredthey had a severe allergy to the pollutantscreated by modern industry. With the FF’shelp, the Inhumans moved their city to theBlue Area of the Moon.

The current culture is vital and thrivingagain: Genetics dominates its every aspect.The Inhumans practice strict population con-trol that has kept their numbers around 1230for millennia. Their religion involves ancestorworship rather than deity worship. Their mainprofessions are science-related. There is asmall militia of 50 people, but in a war theentire population is mobilized. Inhumansspeak their native language, Tilan, and someof the more popular languages, includingEnglish, Russian, and Chinese.

INHUMAN

F GD (10) Health: 80A EX (20)S EX (20) Karma: 30E RM (30)R GD (10) Resources: variesI GD (10)P GD (10) Popularity: varies

KNOWN POWERS:Each Inhuman has a single power of Feeble toRemarkable rank. When creating an Inhuman,any resultant non-human appearance maytake the place of any actual power.

The Inhumans are considered to be Mutantsof the Induced or Breed types. Their actualappearance may be Human, Humanoid, Modi-fied Human with extra parts, Demihuman, orAnimal/Alien.

CONTACTS: The Inhumans are known in theoutside world. Good Inhumans have contactswith the FF and the Avengers. Evil Inhumansmay have contacts with the Kree or varioushuman super-criminal organizations.

RUNNING AN INHUMAN: Inhumans are anextremely close tribal family. Their devotion totheir city and race is unshakable. Those whoturn against Attilan are therefore extremelyevil, corrupt individuals.

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ATTILAN

Attilan is the ancestral city of the Inhumansand their servant race, the Alpha Primitives.

It was originally an island 200 miles south-west of Iceland. At that time the island was apart of the continent of Atlantis. The Inhumansmanaged to retain both their political andphysical independence from the AtlanteanEmpire. The physical independence wasachieved by cutting Attilan free of its bedrockand converting it into a natural barge. Thuswhen Atlantis sank, the tiny island remainedon the surface. Over the millennia, the Inhu-mans added propulsion units to drive theirisland through the ocean. One hundred yearsago, they even added anti-gravity drives pow-erful enough to move the island through air orspace.

Attilan is a roughly circular city one mile indiameter resting on a hemispherical chunk ofvolcanic rock. It contains a series of large

chambers that have been modified to servevarious purposes. The surface city has beendemolished twice and rebuilt. In its currentform it is an interlocking series of towers. Mostbuildings have Amazing material strength; thefortresses have Monstrous material strength.

When Attilan was moved to the Himalayas,it sat in an artificial valley three miles abovesea level. During this period it was known as“The Great Refuge.”

Attilan currently rests in the hospitable BlueArea of the Moon. Its landing crushed many ofthe ancient Kree ruins, including the sitewhere the X-Man Phoenix destroyed herself.However, most of the Blue Area remains. Thusthe Inhumans now have room to grow.Whether they do so remains to be seen.

BLACK BOLTBlackagar Boltagon

F EX (20) Health: 130A IN (40)S RM (30) Karma: 60E IN (40)R EX (20) Resources: MN(75)I EX (20)P EX (20) Popularity: 15

(95 among the Inhu-mans)

KNOWN POWERS:Energy Conversion: Black Bolt can harnesselectrical energy and transform it into energyfor his other powers. He possesses this atUnearthly rank. This power functions automati-cally, gradually accumulating a “charge” thathe can release at will. Black Bolt can absorbelectrical attacks of up to Unearthly intensitybut he must release that energy within tenturns. Hyper-Strength: Black Bolt can channel hispowers into himself and temporarily raise hisStrength to Monstrous rank (+3CS for 1-5rounds). Electrical Generation: Black Bolt can releaseelectrical blasts of Monstrous damage andrange. Vibration: He has the ability to cause C1000damage at power rank range by simply speak-ing. The effects vary from Excellent rank (thearea quakes) to full strength (the target ex-plodes).

If Black Bolt whispers, he causes Shift-Ybrute force damage to everything within 10areas. Conversational speaking causes Shift-Zdamage within 20 areas. Shouting causes full,C 1000 damage to everything within 50 areas.This is sufficient to completely destroy Attilan. Force Field Generation: He can create a forcefield of 1 area in size with Monstrous rank pro-tection.Magnetism: He can create a shockwave ofelectromagnetic force that has Monstrousrange and damage against electronic devices.Energy Solidification: He can create masses of“solid” energy that have Monstrous materialstrength and last for 1-10 turns. Use of thispower exhausts Black Bolt for an additional 1-10 turns.True Flight: He can fly at Monstrous speed(450 mph).Energy Detection: He can detect electrical ormagnetic signals with Monstrous ability.

WEAKNESS: Black Bolt’s power is primarilycontrolled by the same area of the brain thatcontrols speech. Because of this, Black Boltcannot speak without automatically releasinghis most destructive powers. If Black Bolt ismuzzled, his Vibration power is reduced toRemarkable.

The fork-like antenna on his forehead en-ables Black Bolt to use his other powers. If thefork is damaged or missing, he cannot use any

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power except Vibration.

TALENTS: Black Bolt is a born Leader.

CONTACTS: Black Bolt is the leader of theInhumans. He is an ally of the FF and theAvengers.

BACKGROUND: Blackagar Boltagon is theoldest son of Agon and Rynda, the formerrulers of Attilan. He acquired his power whenthe pregnant Rynda exposed herself to theTerrigen Mists. This gave him greater powersthan any previously possessed by an Inhu-man. Unfortunately, the powers were beyondyoung Boltagon’s control. He was isolated untilhe was 19. Soon after his release, he foiled hisbrother’s plot to betray the Inhumans to theKree. Unfortunately, he also accidentally killedhis parents. Despite his protest, he waselected the new king.

Black Bolt fell in love with his cousin, Me-dusa, and joined her in the traditional lengthyengagement. They married a short time agoand are currently expecting their first child.

RUNNING BLACK BOLT: Black Bolt hascomplete self-control and never acts rashly orin anger because he knows the dreadful con-sequences of such an act. He is a firm bel-iever in honor and personal integrity.Occasionally he does like to get away from thepressures of leadership; at such times he willdon a disguise and journey to Earth.

MAXIMUS

F GD (10) Health: 70A GD (10)S EX (20) Karma: 80E RM (30)R IN (40) Resources: IN(40)I GD (10)P R M (30) Popularity: -30

KNOWN POWERS:Mind Control: Maximus has the Incredibleability to psionically control the minds of oth-ers. He can control their thoughts and actionsby overriding their own conscious minds.Although he can affect everyone within hisrange, he can only induce a single effect at atime. The effects last until the victim is freedfrom his influence. He has developed hispower into these stunts:• Possession—the victim obeys Maximus’

every thought.• Induced Amnesia—By concentrating on a

single victim, he can cause total amnesia (ared FEAT).

• Mind Transferral—He may switch his mindwith another person’s. That other person isthen trapped comatose in Maximus’ body. Itis unknown if Maximus could use this powerto survive the death of his own body.

• Invisibility (Telepathic)—Maximus can alterthe minds of people in the area so that,although they can see him, they immediate-ly forget his presence.

TALENTS: Maximus is a genius in the fields ofgenetics, engineering, and physics. He hascreated a number of useful, albeit nasty, inven-tions and beings.

CONTACTS: Maximus is willing to sell theInhumans to his contacts the Kree and theEnclave.

BACKGROUND: Maximus is the younger sonof Agon and Rynda. He received his powerswhen he was exposed to the Terrigen Mists asan infant, but the powers did not emerge untilhe was an adolescent. When Black Bolt acci-dentally killed his parents, a side-effect causedMaximus to lose his sanity and powers. Overthe years, Maximus had to invent devices thatwould enable him to seize control. By mutatingthree Alpha Primitives into the Trikon, heseized control and drove the Royal Family intoexile. When Black Bolt returned several yearslater, a battle between the brothers demol-ished Attilan’s ancient buildings. Maximus’second coup lasted only a few hours. WhenMaximus’ long-dormant psionic powers beganto appear, Black Bolt recognized them andimmediately acted. He placed Maximus insuspended animation. He did not explain why.Gorgon was offended by this and freed Maxi-mus, who immediately destroyed Black Bolt’smemory. Eventually Black Bolt’s memory wasrestored and Maximus again imprisoned.

Maximus pulled his fourth coup when most ofthe Royal Family were away on business; thistime he was defeated by his cousins Triton andKarnak, but not before Black Bolt again demo-lished the city.

Maximus next sought the aid of the Enclaveto overthrow Attilan. Unfortunately, his unre-quited passion for Medusa made him stop thecoup himself. As a side effect, Maximus wasthrown into a death-like trance and placed in atomb beneath Attilan. When the Inhumansrelocated to the Moon, Maximus came intocontact with a Kree power crystal. This en-abled him to transfer his mind and BlackBolt’s. This secret coup lasted for months untilit was discovered. Maximus is back in his bodyand still in solitary confinement.

RUNNING MAXIMUS: Maximus is obsessedwith becoming king of the Inhumans. He willtry anything short of the complete destructionof the race to get his way (destroying half ofthe race is acceptable, though). Maximus willgleefully ally himself with anyone who can helphim achieve his goal.

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GORGON

F RM (30) Health: 120A GD (10)S RM (30) Karma: 26E AM (50)R TY (6) Resources:EX (20)I GD (10)P GD (10) Popularity: 6

(80 among Inhumans)

KNOWN POWERS:Vibration: Gorgon has the Amazing ability tocreate tremor-like damage. The power isemitted by his highly developed legs and feeteither stomping nearby or kicking a target. Hehas a maximum range of 20 areas.Modified Human (Muscular/Skeletal): Gorgonhas extremely well-developed legs and feet.His legs’ muscles and bones are stronger thannormal, even for an Inhuman. His feet resem-ble hooves. These unique modifications giveGorgon useful Power Stunts.• Gorgon has Monstrous Endurance when

determining the effects of slams, stuns, orbeing knocked off his feet while in combat.

• Gorgon’s legs give him Amazing body armorin resisting the harmful effects of a fall. Thisprotection applies to anyone Gorgon iscarrying as well. Because of his low centerof gravity, Gorgon always lands on his feetunless he is tied up.

TALENTS: Gorgon is the City Administrator of

Attilan. He has Good Reason when dealingwith the bureaucratic mind. He is trained topilot Attilanean aircraft.

CONTACTS: Gorgon is a member of the RoyalFamily of the Inhumans. He is an ally of the FFand the Avengers.

BACKGROUND: Gorgon is the only son ofKorath and Milena and nephew to King Agonof the Inhumans. Like most of the currentRoyal Family, Gorgon was exposed to theTerrigen Mists prenatally. Korath and Milenawere killed during Maximus’ first coup.Gorgon joined the Royal Family in exile.Together they searched for the missingMedusa. Gorgon was the first to find her. Sinceshe was suffering from amnesia, she mistookhim for an enemy and he was forced to battleher and the FF before the mistake could becorrected.

After Maximus was deposed, Gorgon be-came Attilan’s staunchest defender. Despitehis friendship with his cousin, Black Bolt,Gorgon always watched him for signs that hetoo might go mad and betray Attilan. WhenBlack Bolt inexplicably placed Maximus insuspended animation, Gorgon worried thatthis might be happening. In his quest to under-stand why Black Bolt had acted as he did,Gorgon released Maximus and accidentallyset the stage for Maximus’ next coup. Sincethat time, Gorgon has ceased to questionBlack Bolt’s actions.

RUNNING GORGON: Gorgon Is a short-spo-ken, quick-acting man who readily uses hispower at the first provocation.

TRITON

F GD (10) Health: 110A RM (30)S RM (30) Karma: 40E IN (40)R GD (10) Resources: EX(20)I GD (10)P EX (20) Popularity: 6

(80 among Inhumans)

KNOWN POWERS:Demihuman body (Piscean): The TerrigenMists gave Triton’s body a fish-like appear-ance. Although his overall body shape re-mains human, his epidermis is covered in fine,green scales and his internal organs aremodified to meet the needs of an aquaticexistence. This new body also gives Triton hispowers.Water Freedom: Triton’s body is perfectlyadapted for life at any depth of the ocean. Hecan move through the water as effortlessly asa surface-dweller can move through the air.His body can alter its own pressure t matchthat of whatever depth Triton is in. He hasGood resistance to cold. His eyes are adapted

to focus either in the air or underwater. Hyper-Swimming: Triton can swim with Typicalspeed.Water-Breathing: Triton primarily is a water-breather, although he can act as an amphibianfor extremely short durations.

WEAKNESS: Since Triton is a water-breather,he must have a fresh water supply in order toleave the water. Normally his needs are sup-plied by the magenta tubes that line his body.These tubes refilter the water, spread it acrosshis torso, and supply it directly to his neckgills. If this device is damaged or missing,Triton begins to suffocate. After 15 turns, andat each turn thereafter, he must make anEndurance FEAT to retain consciousness.Normally a yellow FEAT is required. Humidconditions lessen it to a green FEAT while andconditions raise it to a red FEAT. In addition,Triton loses one point of health per turn he isout of the water. This damage is automaticallyhealed as soon as he immerses himself. (Notethat these effects are quite different fromthose suffered by the Sub-mariner)

TALENTS: Triton is a master of underwatercombat. When fighting underwater, his Fight-ing rank increases to Excellent.

CONTACTS: Triton is a member of the Inhu-man Royal Family. He is an ally of the FF, theAvengers, the Sub-mariner, and Stingray.

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BACKGROUND: Triton is the oldest son ofMander and Azur. His exposure to the TerrigenMists on his first birthday transformed him intohis present aquatic form. Azur raised him in aspecial aquatic alcove on Attilan’s shore. Ashe became older, he created his own positionof undersea scout. It was his capture by fisher-men that prompted Attilan’s removal to theHimalayas. There he had to trade an ocean fora pool. With Attilan’s move to the Moon, Tri-ton’s aquatic realm increased in size when hediscovered,the remains of the Kree’s culvertsystem. He also discovered and destroyed aKree artifact that caused everyone to experi-ence extremely realistic and deadly fantasies.

RUNNING TRITON: Triton is torn between hislove of the ocean and of Attilan. Although he isa loyal protector of his home on the moon, hefinds every possible reason to return to Earth’soceans.

KARNAK

F AM (50) Health: 130A EX (20)S RM (30) Karma: 60E RM (30)R GD (10) Resources: EX (20)I AM (50)P EX (20) Popularity: 9

(80 among Inhumans)

KNOWN POWERS:Martial Arts Supremacy: Karnak does Amazingdamage when using the unarmed Martial Arts.He can use this powerful skill to do powerrank damage to any target he strikes.Weakness Detection: Karnak has the Goodability to locate the weakest points in bodiesor physical structures. This combines with hisMartial Arts Supremacy to give him the follow-ing Power Stunts:• Karnak may inflict Unearthly damage if he

makes a successful Psyche FEAT afterstudying the target for one turn.

• Karnak may slam or stun opponents whoseEndurance is greater than his Strength. Hemay ignore the effects of the opponent’sarmor, resistance, or invulnerability if hemakes a Psyche FEAT.

Iron Will: Karnak has Amazing control over hisown body. He can control his body autonomicfunctions of breathing, reflexes, heartbeat,and even its reaction to pain or injury. Karnakcan halt any of these processes indefinitely.He gains a + 1 CS in all Endurance FEATSinvolving poisons or knock-out gases.

TALENTS: Karnak is a philosopher and ascholar specializing in the study of martialarts. He possesses Martial Arts A, D, and E,as well as Wrestling and Acrobatics.

CONTACTS: Karnak is a member of the Inhu-man Royal Family. He is an ally of the FF and

the Avengers.BACKGROUND: Karnak is the the youngerson of the Inhuman priest-philosopher Manderand the biologist Azur. When Karnak’s olderbrother Triton developed a reptilian skin afterexposure to the Terrigen Mists, his parentsdecided not to expose young Karnak to it.Zmak was trained in various mental andphysical disciplines, with the result that heattained formidable powers of a sort.

RUNNING KARNAK: Karnak is a quiet, soft-spoken man who always studies everything inhis vicinity. He never acts rashly.

LOCKJAW

F RM (30) Health: 132A FE (2)S AM (50 Karma: 32E AM (50)R TY (6) Resources:EX(20)I TY (6)P EX (20) Popularity: 10

(70 among the Inhumans)

KNOWN POWERS:Gateway: Lockjaw has the Unearthly ability tocreate dimensional shortcuts that can span 2.5billion miles. These gateways can instantlyteleport Lockjaw and anyone in contact withhim. He locates his target sites by using his

Tele-Location power (below). In an emergency,Lockjaw can instinctively jump to the locationof either Attilan, the FF’s headquarters, or theThing himself.Telelocation: Lockjaw has the Shift-Y ability topsionically locate anyone within his range(250,000 miles). If the person is well-known tohim, the range extends to near-infinity. Suchcases are limited to the Royal Family and theThing.Animal Body: Lockjaw resembles an elephan-tine bulldog. Because of this, most peopleassume he is merely an animal. Lockjaw’shands are useless for handling objects. In-stead, he used his immense mouth as a ma-nipulative organ.

TALENTS: Lockjaw is a born explorer and hasan excellent knowledge of Earth’s geography.He also has psychiatric skill concerning thepsychology of the severely deformed.

CONTACTS: Lockjaw is a member of theInhuman Royal Family, an ally of the FF, and aspecial friend of the Thing.

BACKGROUND: Lockjaw is very tightlippedabout his past. He acquired his powers andanimal-like appearance when he was exposedto the Terrigen Mists as a child. He developeda special friendship for Crystal and was usu-ally in her company, so much so that he wasoften referred to as “Crystal’s dog.” When theRoyal Family was driven into exile, Lockjawjoined them. His power enabled them to carryout the long search for Medusa.

Lockjaw’s human birth was a secret keptfrom all outsiders until Lockjaw himself re-vealed it to the Thing and Quicksilver. Quicksil-ver had been about to expose his daughterLuna to the Mists when Lockjaw spoke andasked Quicksilver if he wanted to risk hisdaughter’s looking like Lockjaw. Quicksilverunderstood and agreed not to risk Luna’sfuture. After that, Lockjaw began to hangaround with the Thing; they see each other asfellow spirits.

RUNNING LOCKJAW: Lockjaw maintains thepublic misconception about him and usuallyoften acts like an extremely intelligent animal.Although he can speak, he rarely does so. Heexplains his silence with, “I didn’t have any-thing to say.” Lockjaw feels sympathy foranyone with a grotesque appearance and willdo whatever he can to make that person’s lifeeasier, even if this means taking the person

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back to Attilan.

ALPHA PRIMITIVES

F TY (6) Health: 66A TY (6)S RM (30) Karma: 6E RM (30)R FE (2) Resources: FE(2)I FE (2)P FE (2) Popularity: 1

BACKGROUND: The Alpha Primitives are acloned race of menial laborers. They werecreated by the Inhuman scientist Avadar toserve as brute laborers to handle the neces-sary but odious duties of sanitation, foodproduction, manufacturing, and so on. Theywere intended to be docile creatures withsimple thoughts. They are all sexless andidentical (57’, green eyes, and completelyhairless).

Maximus has twice used the Alpha Primi-tives as a tool in his quest for power. In his firstattempt, Maximus used a concentrated form ofthe Terrigen Mists to transform three A-Ps intothe Trikon. In his second attempt, Maximusused the collective guilt felt by the Inhumanstowards the Alpha Primitives. He constructedthe android Omega to feed on that guilt.Omega was defeated when the Inhumansfinally released the Alpha Primitives fromservitude.

Since that time, the Inhumans have ceasedto create new Alpha Primitives and havebegun to take responsibility for their ownmanual labor. The Alpha Primitives werereleased into a separate city beneath Attilanwhere they are slowly dying out.

RUNNING ALPHA PRIMITIVES: Alpha Primi-tives are simple-minded and obedient. Theycan only deal with a single command at atime.

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ATLANTIS

The term “Atlantis” refers to a series of city-states that existed on Earth’s surface or atvarious locations beneath the Atlantic Ocean.In the Marvel Universe, Atlantis was the earli-est human civilization. It was located on acontinent that filled most of the present-dayNorth Atlantic. It was settled in 19,000 B.C.,four thousand years after the last Ice Age.Although they came to the land as barbarians,the Atlanteans soon developed a high level ofculture and science.

Among their neighbors were the reclusiverace of Inhumans on nearby Attilan and theLemurians on their island-continent in thePacific. The Atlanteans and the Lemuriansfought a war that eventually resulted in thedecimation of both lands. The Atlanteansaccidentally destroyed their own land throughthe misuse of the volcanic pits that heated theland. The Lemurians were destroyed immedi-ately thereafter by the alien race, the Celes-tials.

There were survivors of the Great Cata-clysm. The island of Attilan had already be-

come free floating and thus remained afloat asthe surrounding land sank. The southern cityof Netheria had been covered by a watertightplastic dome by far-thinking city leaders. Manygroups survived on the remaining islands ormanaged to sail to the other continents.

Ten thousand years ago, the new race ofHomo Mermanus appeared. The origins of therace are unknown. While individual membersof human-derived races (such as the Eternals,Deviants, and Inhumans) possessed forms ofwater-breathing, an entire race of such beingswas completely new. Possible explanationsrange from the Atlanteans’ own myth thatPoseidon created their race to the anthropo-logical theory that the new race was a productof genetic experimentation by a moreadvanced race like the Celestials, Deviants,Eternals, or Inhumans.

The original people were nomads whowalked along the ocean floor carrying giantshells for protection from sea monsters. In6000 B.C. the nomads settled in the ruins ofAtlantis’ lost capital (due west of England andsouth of Iceland). A series of new cities roseand fell by disaster and invasion. A group of

the new Atlanteans left for the hopefully morepeaceful Pacific and settled in the ruins ofLemuria.

Little is known of the millennia that fol-lowed. It is believed that Poseidon dwelledamong them in mortal form, both protectinghis “children” and promoting the Poseidonworship that continues today. In the 18th cen-tury, the Atlanteans discovered the Deviantsand their technology. Around 1800 the entirecity moved to a new site under the Ross IceShelf bordering Antarctica.

Throughout the ages, the Atlanteans hadonly fleeting knowledge of the surface-dwellers. The two races met in in the 1920swhen an American icebreaker accidentallydamaged sections of Atlantis. In the confusedperiod that followed, Namor was conceived.(See Sub-mariner, below).

In the late 1940s, Atlantis was destroyed bythe super-villain Destiny. The people dispersedthrough the sea for decades until they werereunited by Namor. The next years were tu-multuous. The Atlanteans waged war threetimes on the surface-dwellers. Because oftheir belligerence, Atlantis was repeatedly

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denied membership in the United Nations.Disaster from a new quarter struck when anaccidental nerve-gassing threw the citizensinto suspended animation. They were laterrevived by Namor and Dr. Doom. This lastdisaster led to the people petitioning Namorto relinquish the crown, which he did. Atlantis iscurrently ruled by Namor’s former vizier, LordVashti.

CITY OF TOADSAn air-filled, subterranean city located be-tween Hawaii and Australia. It is home to theDeviants.

HYDRO-BASEThis artificial island was the headquarters ofDr. Hydro and later the temporary home of theHydro-Men. It is now the home and headquar-ters of Stingray. The Avengers and FF housetheir long-range vehicles here. A shuttle tubeconnects Hydro-base with Manhattan.

KAMUUThis is the original capital city of the surfacecontinent of Atlantis. Later it was rebuilt byHomo Mermanus to become the first aquaticcity to be called Atlantis.

MARITANISThe second most populated modern Atlanteancity. Home to Namora and birthplace of Na-morita. It was destroyed by a nuclear weaponstest conducted by surface humans.

NAGA’S CITYThis is the capital city of the Lemurian branchof Homo Mermanus. It is located a few hun-dred miles southwest of Hawaii.

NAMOR’S SOLITARYPALACEIn the period between Namor’s recovery of hismemory and the reunification of the Atlante-ans, Namor established a retreat off the coastof Brazil.

SKARKAThis underwater realm is located in the depthsof Baffin Bay between Greenland and Canada.It is home to the nomadic warrior tribe ruledby Attuma.

THA-KORRThis is the city built by the Atlanteans afterthey left the North Atlantic. Namor was bornhere. Tha-Korr was destroyed by Paul Destine.

ATLANTEANSHomo Mermanus

F GD (10) Health: 100A GD (10)S IN (40) Karma: 40E IN (40)R GD (10)I GD (10)P EX (20)

KNOWN POWERS:Humanoid Race: Homo Mermanus is an earlyoff-shoot of the Human Race. They havepointed ears, angled eyebrows, and blue skin.Water Freedom: All Atlanteans are adapted forlife in any section of the oceans.Water-Breathing: All Atlanteans breathe water;salt water is preferred. Most can only breathewater and suffocate if they are exposed to air.There are a few amphibious Atlanteans whousually also possess Caucasian rather thanblue skin.Hyper-Swimming: Atlanteans can attain Poorspeeds (30 mph).

BACKGROUND: The term “Atlanteans” refersto Homo Mermanus, the water-breathingbranch of humanity that suddenly appearedten thousand years ago. Atlanteans are nearlyidentical to surface-dwelling humans. Theiranatomy and physiology have been modifiedto enable them to thrive in the frigid oceandepths. They possess gills located on the neckjust above the clavicle. Their eyes are sensi-tive to blue-green light and can correct thenatural refraction of light underwater; theseadaptations enable them to see easily under-water. Their mostly vestigial lungs containsmall air sacs that give them enough buoy-ancy to swim; the air can be released or reab-sorbed by the lungs to enable the Atlanteansto swim at any depth.

Despite the differences, their genes remainclose enough to surface humans to allowfertile interbreeding. The result is a pink-skinned, amphibious hybrid. Due to an un-known factor in King Thakorr’s DNA, if any ofhis descendants mates with a surface-dweller,the resultant hybrid also possesses smallwings on the ankles that enable that person tofly.

The Atlantean social and technologicallevels are roughly equal to that of Caesar’sRome. They are primarily a hunter-gathererculture with limited technology and science.What high technology they possess was devel-oped with the assistance of knowledgelearned from the Deviants.

RUNNING ATLANTEANS: Atlanteans aregenerally loyal to their tribe or city. They havea slight hostility towards other, more distantbranches of Homo Mermanus, and extremexenophobia in regards to the surface dwellers.

PROMINENT ATLANTEANSANDROMEDA a warrior and adventurer whodied valiantly with the Defenders.ARKUS a military officer.BYRRAH Namor’s cousin and a renegade.Byrrah aided Llyra in attempting to overthrowNamor and was a party to Dorma’s death.CORAL an Atlantean citizen.DARA Namor’s male cousin.DORMA Namor’s Royal Consort and fiancee.She was the peacekeeper between Namorand the FF. She was killed by her kidnapper,the Lemurian villainess Llyra.DRAGONRIDER a masked outlaw.FEN King Thakorr’s daughter and Namor’smother. She died when Destiny destroyedAtlantis.IKTHON An Atlantean scientist who laterjoined Byrrah and Krang in an attempt to seizepower in Atlantis.KORMOK High Priest of the Temple of Nep-tune.KRANG Warlord of Atlantis. He was leader ofthe Atlantean militia and protected the people

33

from the hostile nomads that roamed theocean depths. He became engaged to Dormawhile Namor was an amnesiac. When Namorreturned and reclaimed Dorma, Krang becamehis enemy. He once overthrew Namor in amilitary coup and later allied himself with otherrenegade Atlanteans like Byrrah or withsurface-dwelling super-villains like the PuppetMaster and the Frightful Four. For a time,Krang possessed the Serpent Crown.LORVEX A barbarian warrior.MADOXX an elder statesman.MERANNO (a.k.a. U-MAN) an Atlantean whoaided the Nazis during WWII.NAMORA Namor’s cousin and an amphibioushybrid, although she lacked the characteristicwinged ankles. She was Namor’s childhoodcompanion. She was later killed by Llyra, aLemurian.NAMORITA Namora’s daughter. She resem-bles her mother but possesses the rare anklewings.ORKA Renegade turned supervillain.PROTEUS a renegade Atlantean who alsopossessed Shape-Shifting, not to be confusedwith a similar X-Man villain of the same name.RAMAN The official gatekeeper for Atlantis.SETH Namor’s advisor, now deceased.THAKORR Former King of Atlantis; Namor’sgrandfather and Namorita’s great-grandfather.He was killed when Destiny destroyed Atlantis.THAKOS Krang’s replacement as AtlanteanWarlord.TYRAK Krang’s lieutenant.VASHTI Former Grand Vizier and current Kingof Atlantis.VOLPAN a technician.

ATLANTEAN EQUIPMENTThe devices used by Atlanteans fall into threecategories-scavenged material recovered fromsunken wrecks, high tech items derived fromDeviant science, and bio-genetic tools createdby long centuries of controlled breeding.

Since the Atlanteans had access to theruins of the original Atlantis and to everythingthat ever sank in the Atlantic, they were ableto acquire a variety of useful materials, espe-cially forged metals and ceramics, Althoughthey manufacture their own clothing from sea-based sources, they frequently pattern it afterwhatever they found in the wrecks.

Deviant science was primarily interested inwarfare and genetic manipulation.Consequently, the knowledge the Atlanteansacquired was all somehow war-related. Theyacquired the ability to forge weapons-grademetals under water, to design and build ener-gy weapons, and to create watercraft thatcould also function on the surface. The sci-ences of medicine and pharmacology areunknown except for the discovery of a varietyof serums that enable an Atlantean to breatheair safely.

The Atlanteans were able to control themonsters found in the depths and to further

breed them for specific purposes. Theseanimals came to serve as living equivalents formanufactured items from the surface (forexample, tanks and landing craft). This breed-ing program has been going on for millennia.

SPECIFIC ITEMSWATER-BREATHING SYSTEM: When a non-amphibious Atlantean ventures into the sur-face world, he needs this system: A sealedbubble helmet that covers the head and neck-gills. The helmet is designed to enable thewearer to see normally. A small cylindricalbackpack recycles and renews the water. Thesystem enables the wearer to stay away fromthe water for days before they suffer ill effects.ONE-MAN PROPULSION SYSTEM: This is asmall cylindrical platform that clamps to theuser’s feet. It is steered by flexing the feet andlegs. It can maintain Excellent speed (75 mph)for two thousand miles in -the water. Its useful-ness in the air is limited to a short hop of ten totwenty feet (enough to get onto a dock or theshore).PROTEUS HORN: This large horn is the onlyrecorded way to summon and control thelarger sea monsters such as Giganto. All thatis known of the Horn’s origin is that is was agift of the early Atlanteans. The Horn resem-bles a three-foot long spiral shell. It hasAmazing Material Strength.TURTLE TRANSPORTS: These gigantic turtlesare bred to carry troops on their back acrossgreat distances. The turtles are amphibiousand can function equally well in or out of thewater. Movement is Good in the water, Feebleout of it. Their shells have Incredible MaterialStrength. Their stats are:F GD (10) Health: 102A FE (2)S IN (40) Karma: 2E AM (50)R Shift 0I FE (2)P Shift 0

GIGANTO

F TY (6) Health: 408A FE (2)S Y (200) Karma: 50E Y (200)R Shift 0I GD (10)P IN (40)

KNOWN POWERS:Armor Skin: Giganto’s leathery hide gives himC1000 resistance to external attacks. Unfortu-nately, his interior flesh has normal, Typicalmaterial strength.

BACKGROUND: This is a gigantic behemothused by the Atlanteans as a biological equiva-lent of a doomsday weapon. Giganto is twothousand feet in length; when walking it

stands 1000 feet tall. Its weight is unguess-able; in game terms a Strength FEAT of Shift-Zis needed to lift it. It resembles an anthropoidversion of a sperm whale. Namor called Gi-ganto “the largest living thing in all the world”(no one contests the claim). Giganto normallystays in hibernation in a cave on the oceanfloor. Once summoned, Giganto can be di-rected to attack any region until Gigantopounds it flat.

Giganto has one fatal problem, its need forrest. Giganto can only function for one hour onthe surface before he must sleep for another23 hours. He sleeps with his mouth open, thusexposing his vulnerable interior. The firstGiganto was destroyed when the Thing carriedan atomic bomb into Giganto’s stomach. Theblast vaporized Giganto’s internal organsthough it did not penetrate his armored hide.

Creatures like Giganto take centuries toreach maturity. They are slow to reproduce.Several immature young Gigantoes remainhidden somewhere in the ocean. They aresmaller (500 feet long) and less powerful thantheir parent (Strength and Endurance areUnearthly).

SUB-MARINERNamor of Atlantis

F IN (40) Health: 185A RM (30)S MN (75) Karma: 76E IN (40)R TY (6) Resources: MN(75)I RM (30)P IN (40) Popularity: 5

(80 to Atlanteans)

KNOWN POWERS:Humanoid Race: Namor is a human-Atlanteanhybrid. His mother was a member of the HomoMermanus race. As such, Namor has certaininherited powers.Water Freedom: Namor is completely adaptedfor life in any section or depth of the sea. Hehas Excellent resistance to Cold.True Invulnerability: To better withstand thepressures of the oceans’ depths, Namor’sflesh provides Good protection against physi-cal attacks.Water-Breathing: Like all Atlanteans, Namorcan breathe water. However, he retains theability to breathe air as well.Hyper Swimming: Namor can attain Typicalspeed (45 mph).Winged Flight (Modified Human/Extra BodyParts): Namor has a pair of small wings grow-ing from each of his ankles. Despite their smallsize, they give him Poor Flight (40 mph). As aPower stunt, he can lend his Strength to thewings’ lift, enabling him to lift about two tons.Electrical Generation: The Sub-mariner is capa-ble of generating electrical energies much thesame as electric eels. He can causeRemarkable damage to targets up to one area

34

away.WEAKNESS: Finite Limit: Namor is amphibi-ous. If he is removed from the water for anextended period, he begins to suffer ill effects.For every hour he is away from the water, oreach turn he takes heat or fire damage, hisFighting, Strength, and Endurance ranks drop-1CS, until they all reach Typical rank. Thisdecrease does not affect his Health. However,he suffers 30 points of damage to his Healthfor each day he is not totally immersed inwater; he also cannot normally recover Healthlost through other means.

TALENTS: As sovereign of Atlantis and itssuccessor city-states, Namor has the Politicalskills of a king. He is an expert on Oceanogra-phy, Icthyology, and the Atlantean sciences.

CONTACTS: Namor was king of the Atlanticbranch of Homo Mermanus. He has beenboth an enemy and ally of the surface-dwellinghumans. In the 1940s, he was a member ofthe All-Winners Squad and the Invaders super-hero teams. In the modern world he is a found-ing member of the Defenders and a currentAvenger. He has been both an enemy and allyof the FF. He and Sue have a special relation-ship that is usually described as platonic lovebut has occasionally been much more amo-rous. Through his wife Marrina he has contactwith Alpha Flight.

BACKGROUND: Namor was born to theAtlantean woman, Princess Fen, and an Amer-ican sea captain, Roger Mackenzie, in the1920s. During the next two decades, Namorgrew in the Antarctic Ocean, exploring both itsdepths and the few surface relics of the then-rare explorers. During one of his exploratorytrips with his cousin Namora, he suddenlysprouted wings on his feet and discovered hecould fly. Namor took to heart the Atlanteans’natural hostility to surface dwellers. When, hefinally attained adulthood, he traveled to Amer-ica to attack “the enemy” in its home ground.He was considered one of the first super-criminals and frequently fought the originalHuman Torch. However, Namor soon lost hishostility towards most air-breathing humansand directed his aggression against the Axispowers during WWII. He was romanticallylinked to the NYC policewoman, Betty Dean.

After the war, Namor encountered the Des-tiny, then the wearer of the Serpent Crown.Destiny used the Serpent Crown to destroy theAtlantean capital and to give Namor amnesia.Namor was sent to wander America’s eastcoast as a vagabond and eventually settled ina skid row flophouse in NYC.

Namor was found by Johnny Storm, whoreminded Namor of his old acquaintance, theoriginal Torch. The rest of the FF helped Na-mor fully regain his memory. Unfortunately,soon thereafter, Namor returned to the Antarc-tic and discovered his home in ruins. He

declared war anew on the surface dwellersand the FF in particular. Oddly, this was alsothe time during which he and Sue fell in love.Eventually Namor reunited the Atlanteans,claimed the throne, and rebuilt Atlantis. Intime, Namor again lost his hostility to thesurface-dwellers. Until he recently joined theAvengers, he concentrated on protecting hispeople from outside threats and only occasion-ally dabbled in surface affairs.

Namor was engaged to the Atlantean noble-woman Dorma for a number of years. Follow-ing her death, Namor remained celibate untilhe met Marrina, another amphibious hybridlike himself. Their swift courtship resulted inmarriage.

RUNNING THE SUB-MARINER: Namor is acomplex individual. He will fight any war, nomatter how lopsided, in the defense of Atlan-tis. When he was on his initial, youthful ram-page against the surface dwellers, no atrocityseemed beyond him. However, in his laterrampages in the modern era, Namor followedstrict rules that could put him at odds to hisally of the moment. He is a firm believer inhonor. If that erstwhile ally broke Namor’scode of honor, Namor would switch sides andaid his former victim’s escape.

Namor is a tempestuous man who will oftenact without considering the consequences. Onthe other hand, he retains a firm loyalty to pastfriends. When Reed and Sue were estranged,Namor covertly arranged to reunite them.

35

LADY DORMA

F GD (10) Health: 76A TY (6)S RM (30) Karma: 30E RM (30)R GD (10) Resources: GD(10)I GD (10)P GD (10) Popularity: 8

KNOWN POWERS:Dorma has the normal Atlantean powers andabilities.

TALENTS: Dorma is a skilled politician.

CONTACTS: Dorma was Namor’s first fiancee.She could exploit his Contacts with the FF andAvengers.

BACKGROUND: The Lady Dorma was amember of the Atlantean aristocracy She wasborn in the Atlantean city of Tha-Korr, underthe Antarctic ice. She fell in love with theyoung Namor, but since his affections weretied to the NYC policewoman, Betty Dean, thelove was unrequited. Dorma survived Desti-ny’s destruction of Tha-Korr and roamed theocean floor for decades. During that time shebecame engaged to Warlord Krang. WhenNamor returned, Dorma broke the engage-ment. Her love for Namor continued to gounrequited, as Namor was now obsessed withSue Storm. Dorma was originally jealous ofthis relationship and she tried to drown Suewhen the latter woman was an Atlanteancaptive.

It was a long time before Namor finallyrecognized Dorma’s love and devotion. Hefinally realized this when Dorma was injured

helping him regain the Atlantean throne afterKrang had seized it. From then on they weredevoted to each other. Even when Dorma fellunder the influence of the Serpent Crown, herlove remained.

Tragically the consummation of that loveresulted in Dorma’s death. Shortly before theywere to be married, Dorma was kidnapped byLlyra. It was Llyra who impersonated Dorma inthe wedding ceremony in the hopes of layingclaim to the Atlantean throne. When Llyra’sidentity was exposed, the Atlanteans decidedthat under their law, Dorma was now Namor’swife, even though she herself had not been ather own wedding. Llyra escaped Atlantis andreturned to where she held Dorma. Shesmashed Dorma’s water-filled cell and doomedher to suffocation. Namor arrived too late torescue her.

RUNNING DORMA: Dorma was madly in lovewith Namor. She would do anything for him,even if he didn’t realize at the time that heractions were in his best interests. In the earlydays of their relationship, Dorma stoicallyendured Namor’s lack of affection. While shewas originally jealous of Sue, she laterbecame friends with her.

NAMORITANamorita Prentiss

F EX (20) Health: 110A RM (30)S IN (40) Karma: 46E EX (20)R TY (6) Resources:GD(10)I EX (20)P EX (20) Popularity: 10

KNOWN POWERS:Humanoid Race: Like Namor and Namora, sheis a hybrid of human and Atlantean descent.Water Freedom: Namorita is perfectly adaptedfor life in any depth of the sea. She has Excel-lent Resistance to cold.True Invulnerability: Namorita enjoys Goodprotection against physical attacks.Water-Breathing: As an Atlantean-humanhybrid, she is amphibious and can breatheeither water or air indefinitely.Hyper-Swimming: Namorita can attain Poorwaterspeed (30 mph) for a period of severalhours.Winged Flight: Like her uncle Namor, thecombination of human and Atlantean genesproduced the strange side effect of giving herankle-wings and the ability to fly. She canattain Poor airspeed (35 mph). While in flightshe can carry a load of 300 pounds.Electrical Generation: Although she has neverdisplayed this power, there is no reason sheshould not share it with her uncle. With it, shecan generate electricity enough to causeRemarkable damage to targets up to one areaaway.

TALENTS: Namorita has a natural familiaritywith Oceanography.

CONTACTS: She is Namor’s niece. She iscurrently a follower of Aquarian.

BACKGROUND: Namorita is the daughter ofNamora and Talan. Since Namora was thedaughter of a human mother and Atlanteanfather, she possessed hybrid characteristicsthat passed on to her daughter. These in-cluded blond hair, pink skin, and certainpowers. When Namorita was three, Talan waskilled by the suboceanic nuclear tests thatdestroyed the city of Maritanis. Namora andother Atlanteans fled to the Pacific realm ofthe Lemurians. Namora attracted the attentionof the local ruler, Prince Marro, and the jeal-ousy of Merro’s would-be fiancee, Llyra. Na-mora and Merro soon met mysterious deaths.Llyra spared the young Namorita. Llyra andByrrah later used Namorita as a pawn in a bidto conquer Atlantis. Namor defeated the plotand freed Namorita.

Namor sent Namorita to the surface worldfor her education. He entrusted her to the careof his former girlfriend, Betty Dean Prentiss.Namorita attended high school during thisperiod. However, her plans to enter collegewere interrupted when Lemuel Dorcas mur-dered Prentiss. At present, Namorita is one ofAquarian’s followers.

RUNNING NAMORITA: Namorita is trying tobe a typical American teenager despite hereccentric background and powers.

36

ATTUMA

F IN (40) Health: 175A GD (10)S MN (75) Karma: 32E AM (50)R TY (6) Resources: EX(20)I TY (6)P EX (20) Popularity: -10

KNOWN POWERS:Humanoid Race: Attuma is a member of theHomo Mermanus race.Water Freedom: Attuma is perfectly adaptedfor aquatic life and can survive in any sectionof the ocean.True Invulnerability: Attuma’s skin is inured tothe pressures of the deepest ocean. He hasExcellent armor against physical attacks.Water-Breathing: Attuma breathes waterinstead of air.Hyper-Swimming: Attuma can attain Goodvelocities underwater (60 mph).

WEAKNESS: Finite Limit: As a water-breather,Attuma suffers damage after extended peri-ods away from the water. After 10 minutes, hebegins to “drown.” On the surface, hisStrength drops to Incredible and his Healthdrops to 140.

TALENTS: As a warrior, Attuma is skilled inMartial Arts C and E. He is a Specialist in theuse of his chosen weapons, a triple-bladedsword and a war hammer. He is an expert inthe cartography of the ocean floor.

WEAPONS: Attuma’s sword is capable ofdoing Amazing damage against living targets.His war hammer can do Incredible damageagainst anything. Both weapons haveAmazing Material Strength.

CONTACTS: Attuma is the chief of a barbarianSkarka tribe. He is a former ally of the RedGhost and the renegade Atlanteans Krang,Byrrah, and Ikthon.

BACKGROUND: Attuma was born into anomadic tribe of Atlantean derivation. Whenhe came of age, he learned of a prophecy of aconqueror who would take Atlantis by force.Attuma decided he was that conqueror andimmediately set off to fulfill the prophecy.Attuma and his tribe nearly conquered Atlantisbut were defeated when Lady Dorma sum-moned the FF. Attuma has attacked Atlantisseveral times since then, only to be defeatedat each turn. He has sought various allies toassist his conquests. In an attempt to breed ason who could defeat Namor, Attuma kid-napped what he thought was Jean Grey;unfortunately he kidnapped Phoenix instead.Attuma’s sole victory over Namor was his partin the death of Lady Dorma.

RUNNING ATTUMA: Attuma is a ruthless,battle-hungry conqueror. People are either histools, conquests, or foes.

WARLORD KRANG

F IN (40) Health: 130A EX (20)S IN (40) Karma: 40E RM (30)R EX (20) Resources: EX(20)I GD (10)P GD (10) Popularity: -5

KNOWN POWERS:Humanoid Race: Krang is member of HomoMermanus.Hyper-Swimming: Krang can attain Poor water-speed (30 mph).Water Freedom: Krang is perfectly adapted foraquatic life in any section of the ocean.Water-Breathing: Krang requires a supply ofsea water.

WEAKNESS: Finite Limit: As a water-breather, Krang suffers if he is away fromwater or his amphibian serum. After ten min-utes, his gills dry up and he begins to“drown * “ On land, his Strength drops toExcellent and his Health decreases to 110; ifhe uses his amphibian serum, the losses donot occur.

EQUIPMENT:AMPHIBIAN SERUM: This Atlantean chemicaltransforms a blue-skinned, water-breathingAtlantean into a pink-skinned air-breather. Theserum’s effects last for one day.BODY ARMOR: Krang wears a chainmailbodysuit that gives him Remarkable protectionfrom physical and energy attacks. The suit istopped by a clear helmet with a internal water-purification system.PISTOL: Krang carries a modified Atlanteanenergy pistol. The weapon emits a plasmabeam with Remarkable intensity and a rangeof 7 areas.

TALENTS: Krang is an expert in military tac-tics, especially those involving aquatic war-fare. He is an expert on Atlantean equipment.

CONTACTS: In his early days, Krang waswarlord of the Atlantean forces and Namor’sright-hand man; those ties are permanentlylost. Krang has been allied with such rene-gade Atlanteans and supervillains as Attuma,Byrrah, Dr. Dorcas, and the Puppet Master. Hewas a member of the original Serpent Squad.

BACKGROUND: Krang arose to prominenceduring the period of the Atlanteans’ wanderingacross the sea floor. By the time Namor leadthe exiles back to Atlantis, Krang was thesupreme military commander. With Namor’sreturn, Krang lost both his bid to gain theAtlantean throne and his fiancee, Lady Dorma.Krang began a series of covert, then openactions against Namor. Krang eventually fledAtlantis and became a supervillain. He latergained vengeance on Namor and Dorma whenhe contributed to her death.

RUNNING WARLORD KRANG: Krang is acunning strategist. He prefers to ally himselfwith others powerful enough yet subservientenough to accomplish his goals. He has amonomaniacal hatred of Namor. To this end hewill seek out and try to destroy anything Na-mor holds dear. Krang is aware of Namor’saffection for Sue and may attempt to harm heras a way of striking at Namor.

37

DOCTOR DOOMVictor von Doom

F RM (30) Health: 120A EX (20)S RM (30) Karma: 140E IN (40)R AM (50) Resources: AM(50)I IN (40)P AM (50) Popularity: 40

KNOWN POWERS:Hyper-Invention: He has Monstrous Rea-son when it comes to devising or buildingnew devices.Mind Transferral: The Ovoids taughtDoom the Monstrous ability to transferhis mind to another body. He can eitherdominate the victim’s mind or transferthat mind into Doom’s own body.Ritual Magic: Doom has a variety ofspells he learned from his mother’snotes. These spells all have Typical rank:• Mystic Bolt—He can conjure bolts of

Amazing intensity.• Dimension Travel—He can make the

journey to Mephisto’s realm and back.• Summoning—Doom has the Good

ability to Summon supernatural beings.This power is rarely used except whenhe is practicing the magic learned fromhis mother’s notes.

• Sympathetic Magic—Doom has theFeeble ability to use voodoo-like tech-niques to control people. Because thisability is so weak it is almost never used.

Cyborg (Exoskeleton): Most of Doom’spowers are derived from equipment inhis grey armor. Although he could volun-tarily leave the armor at any time, henever does so.

This is a suit of steel armor enhancedwith various devices of Doom’s design.The armor has Incredible MaterialStrength and gives Doom Incredibleprotection from physical and energyattacks. Internal computers and motorsincrease Doom’s physical abilities; with-out his Armor, Doom’s physical abilitiesdrop to Excellent, his Health failing to 80if it is not already below that.Force Field: The armor generates a Mon-strous field against physical and energyattacks.Kinetic Bolt: The gauntlets and face platecan fire bolts of Amazing Intensity andRemarkable range.Electricity: As a defensive action, thearmor can release a blast of Unearthlyintensity. This does power rank damage

against anyone in contact with Doom andIncredible damage against anyone within10 feet (the same area) of him.Rocket: Twin jets on the armor’s waistgive him Excellent airspeed.Self-Sustenance: The armor can providehim with air, food, and water for a periodof several weeks.

TALENTS: Doom is a dangerous combi-nation of scientific genius and buddingsorcerer. His inventions rival and possiblyexceed those of Reed Richards, He hasinvented time machines, self-aware ro-bots, mind-control devices, and moretypes of super-weapons than anyoneelse on the planet. As leader of Latveria,he has political skills.

CONTACTS: He is an occasional ally ofthe Sub-Mariner, but the only beingsDoom can actually count on are his staffof robots at Castle Doom.

BACKGROUND: Victor Von Doom wasthe child of gypsies living in the Balkancountry of Latveria. His father Wernerwas a local healer and his mother Cyn-thia was a sorceress. She died whenMephisto seized her soul and took it tohis realm. Werner died when he was

killed by the King’s troops for failing tocure the dying queen. Afterwards, Victorwas raised by another gypsy family andfell in love with their daughter Valeria.

Victor had an incredible thirst for newknowledge. First he explored magicthrough the books left him by his mother.Then he traveled to the U.S. in search ofscientific knowledge. There he met ReedRichards when they were students inEmpire State University’s Physics depart-ment. Doom tried to combine his magicaland scientific talents into a device thatwould enable him to communicate withthe dead. When he first used the device,it exploded and gave him a small scaralong his jaw. Doom was convinced hewas hideously maimed and left the U.S.

He continued his quest for knowledgein Tibet. He joined an order of monks tolearn their skills and knowledge. Theyhelped him build his first armor. Doominsisted on donning the mask while itwas still red-hot, thus further scarring hisface.

Doom returned to Latveria and over-threw its monarch, King Rudolpho. Heestablished a scientific citadel where heworked on weapons for world conquest.When the FF came into existence, Doomrecognized Reed and felt the urge todestroy this rival. This began the longrunning war that has plagued the FF eversince.

Doom has been seemingly killed onvarious occasions. The most recent timewas when his body was vaporized byTerrax. In this case, he transferred hismind into the body of a hapless by-stander. The Beyonder later recreatedDoom’s original body and returned him toit. Unfortunately, prior programmingcaused his robots to transform Doom’schosen heir, Kristoff, into another “Dr.Doom.” Both Drs. Doom are currentlytrying to destroy “the imposter.”

RUNNING DR. DOOM: At the core ofDoom’s mind is a strong Oedipal Com-plex. He wants to rescue his mother fromMephisto. To this end he has learnedevery magical or technological trick thatcould help him in his quest. Doom is alsoan incredible egotist. He believes he isthe greatest, smartest man in the worldor perhaps even in the galaxy. Whensomeone comes along who challengesthat belief (such as Reed), Doom swearsa vendetta against that rival.

As a peculiar side-effect of his ego,Doom possesses a much-vaunted sense

38

FIENDS AND FOES

of honor. He considers it demeaning tobreak a promise once he has made it.However, Doom will happily lie to poten-tial allies and turn on them when the timeis ripe, should he not consider them hispeers.

DOOMSMAN

F RM (30) Health: 120A EX (20)S RM (30) Karma: 32E IN (40)R EX (20) Resources: AM(50)I TY (6)P TY (6) Popularity: 40

KNOWN POWERS:Robotic Body: The Doomsmen are ro-botic replicas of Doom when he’s wear-ing his armor. They are programmed toimitate Doctor Doom when he is notpresent, and are sophisticated enough tofool even psionic scans.

The Doomsmen have all of the powerspossessed by Doom’s Armor.

TALENTS: The Doomsmen are pro-grammed to simulate Doom’s scientifictalents. They possess none of his magi-cal skills.

CONTACTS: The other Doomsmen ro-bots.

BACKGROUND: The Doomsmen werecreated to serve as agents and decoysfor Dr. Doom. They are his most depend-able robots and are entrusted with hismost valuable programs. The most im-portant task they have is maintaining Dr.Doom’s existence. If he is imprisoned,the robots will rescue him. If he is seem-ingly killed, they will try anything to findor revive him. Finally, if he is irrevocablydead, the Doomsmen will recreate hismind in a new body. This they recentlydid to young Kristoff, with the result thatthe boy now thinks he is Dr. Doom. TheDoomsmen are currently debating theidea that the real Dr. Doom is alive.

RUNNING A DOOMSMAN: The Dooms-men are programmed to act as if theywere Dr. Doom. They only admit theirrobotic status when they are in the pres-ence of Dr. Doom or other Doomsmen.

GUARDIAN ROBOTS

F GD (10) Health: 80A GD (10)S RM (30) Karma: 10E RM (30)R TY (6)I FE (2)P FE (2)

KNOWN POWERS: Robotic Body: TheGuardsmen are humanshape robotsintended to function as police and sol-diers.Body Armor: They have RemarkableMaterial Strength armor against all physi-cal and energy attacks.BLASTER PISTOL: Plasma Generation:Excellent intensity blast with side-effectsof Good intensity Heat and Neural Dis-ruption.

BACKGROUND: The Guardian Robotswere built by Doom as a police and de-fense force for Latveria. Their outer shellis designed to resemble the battle armorworn by Doom’s human troops. However,their faces are distinctly robotic. Al-though these robots are self-aware, theyare controlled from Castle Doom. Conse-quently, whoever holds the castle canreprogram the Guardians to serve him.

39

RUNNING A GUARDIAN: The Guardiansfollow orders blindly and explicitly. Theyare normally found only aroundDoomstadt.

GUARDBOTS

F GD (10) Health: 70A EX (20)S GD (10) Karma: 6E RM (30)R FE (2)I FE (2)P FE (2)

KNOWN POWERS:Body Armor: Their outer shells haveExcellent Material strength.Plasma Generation: Each Guardbot isequipped with an internally-mountedIonic Laser which does Remarkabledamage. This is mounted in the Guard-bot’s “face.” Consequently, the robotmust face its target (in game terms, mustroll a successful Intuition FEAT against atarget’s Agility) to use this power.Hyper-Running: The Guardbots areequipped with a tricycle pedestal thatgives them Remarkable landspeed (90mph).Explosive: The Guardbots are equippedwith a self-destruct device that demol-ishes the Guardbot and does Remark-able damage to anything with 20 feet (2areas) of it.

BACKGROUND: The Guardbot seriesare usuform robots designed to assistthe Guardian series in defending againstinvaders. Their tricycle base enablesthem to rapidly cover large areas (Re-markable landspeed, 90 mph). Becauseof their harshly mechanical appearance,they are assigned to areas away fromnormal human habitation. However, astrike force of ten is kept in Doomstadtto handle superpowered invaders.

RUNNING A GUARDBOT: The Guard-bots are mindless automatons with limit-ed programming. They are directlycontrolled from the castle. They areprogrammed to concentrate their attackson whoever tries to directly interfere withtheir programming or functioning. If theyare being disabled they are programmedto self-destruct.

KILLER ROBOTS

F EX (20) Health: 165A EX (20)S AM (50) Karma: 6E MN (75)R FE (2)I FE (2)P FE (2)

KNOWN POWERS:Body Armor: Their outer shells haveAmazing Material strength.

BACKGROUND: The Killer Robot serieswas built for one purpose, to destroyeverything in their path. Doom intendedthem to be a Doomsday weapon not tobe used unless he was no longer in con-trol of Latveria. Unlike the GuardianRobots, they cannot be controlled andreprogrammed from Castle Doom.

RUNNING A KILLER ROBOT: They arerelentless, mindless killing machines.Once activated, they cannot be stoppedexcept through their total annihilation.

VICTOR VON DOOM II

F GD (10) Health:36A TY (6)S GD (10) Karma: 140E GD (10)R AM (50) Resources: AM(50)I IN (40)P AM (50) Popularity: 5

KNOWN POWERS:Although Victor II originally was a relative-ly normal human, an experiment by Doomlater gave him powers equal to the FF’s.Hyper-Strength: Amazing rank. HisHealth likewise rises to 76.Armor Skin: Orange, rocky plates similar tothe Thing’s gives him Remarkable protec-tion against physical and energy attacks.Elongation: Monstrous rank with a maxi-mum bodylength of 100 ft.Fire Generation: Amazing rank.Force Field: Amazing rank.Invisibility (Physics-type): Excellent abilityto be invisible to light or radar-basedsenses.True Flight: Good airspeed (120 mph).

TALENTS: Victor II had a basic knowl-edge of all of Dr. Doom’s talents andskills.

CONTACTS: Victor II is Dr. Doom’sclone. He was also head of CynthanAssociates, a scientific organizationsecretly organized by Dr. Doom.

BACKGROUND: A few years ago Dr.Doom decided that Latveria needed aleader whom the rest of the world wouldfind acceptable. However, he still wantedto retain actual control of Latveria. Hedecided to create a clone of himself andpass it off as his “son.” The plan wouldthen call for Dr. Doom to abdicate infavor of his heir. A secondary plan calledfor Dr. Doom to capture the FF andtransfer their powers into Victor II.

At the time Reed was suffering fromthe loss of his powers. Because a power-less Reed was useless to Dr. Doom’splan, he had Cynthan Associates helpReed recreate his powers. Then, whenReed attacked Doomstadt to free the restof the FF, Dr. Doom captured him andadded him to the experiment.

The power transference worked. VictorII gained powers equal to the FF’s. Unfor-tunately, this included a version of theThing’s rocky hide. Both Dooms’ vanitieswere appalled at the result. Victor II alsogained the FF’s honor and basic good-ness. Sickened by the realization of Dr.

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Doom’s evil, Victor II attacked Dr. Doom.In the battle that followed, Victor II al-most destroyed the real Doom. In a des-perate move, Doom blasted Victor II withall his electrical power. Victor II died.

RUNNING VICTOR II: Victor II is thegenetic and mental equivalent of Dr.Doom during his college days (before theface- and mind-scarring accident).

DOCTOR DOOM IIKristoff

F RM (30) Health: 120A EX (20)S RM (30) Karma: 140E IN (40)R AM (50) Resources: AM(50)I IN (40)P AM (50) Popularity: 40

KNOWN POWERS:Hyper-Invention: He has Monstrous Rea-son when it comes to devising or build-ing new devices.Body Armor (Tech): Most of Doom’spowers are derived from equipment inhis grey armor.

This is a suit of steel armor enhancedwith various devices of Doom’s design.The Armor is modified to fit Kristoff’schild-sized body; when he wears it heappears to be an adult. The armor giveshim Incredible protection from physical andenergy attacks. It possesses IncredibleMaterial Strength. Internal computers andmotors increase Kristoff’s physical abilities;without his Armor, Kristoff’s physical abili-ties drop to Poor, and his Health falls to 16.Force Field: The armor generates a Mon-strous field against physical and energyattacks.Kinetic Bolt: The gauntlets and face platecan fire bolts of Amazing Intensity andRemarkable range.Rocket: Twin jets on the armor’s waistgive him Excellent airspeed.Self-Sustenance: The armor can providehim with air, food, and water for a periodof several weeks.

TALENTS: As “Doom”, Kristoff has thefull range of Doom’s scientific genius.

CONTACTS: None.

BACKGROUND: Kristoff was a normalLatverian boy living in Doomstadt when

Doom regained the throne from Zorba.During the fighting, his mother greetedthe newly returned Doom and asked hisprotection. Seconds later she was killedby Doom’s Guardian robots. Doom de-cided to protect her son Kristoff. Later, hedecided to make Kristoff part of his con-tingency plan should he ever be killed.When the Doomsmen received the infor-mation that Dr. Doom had apparentlybeen killed by Terrax, the plan went intoeffect. The robots took Kristoff to Doom’slab and began to duplicate Doom’s mem-ories in Kristoff’s mind. The processoverwhelmed Kristoff’s own mind; thatpersonality has ceased to exist. Kristoff/Doom only allowed the Memory Duplica-tion to carry him through Doom’s first twobattles with the FF, including the timewhen Doom lifted the entire Baxter Build-ing into orbit.

Because Kristoff/Doom ordered thememory tapes to halt at that point, hehas no further memories of Doom’s ca-reer. He immediately struck at the FF byagain lifting the Baxter Building into orbitand actually blowing it up. The FF es-caped and confronted “Doom” in hiscastle. Kristoff was exposed and taken toNYC. Later, his Doomsmen rescued himand he had his first confrontation withthe real Dr. Doom. The battle continues.

RUNNING DR. DOOM II: Because Kris-toff ordered the tapes shut off beforethey completed their run, his personalityand memory are that of a Dr. Doom at thestart of his super-villainous career. Hebelieves he is Dr. Doom; his appearanceis irrelevant. He “knows” the real Dr.Doom is an impostor who must bedestroyed.

ZORBAPrince Zorba of Latveria

F IN (40) Health: 70A GD (10)S GD (10) Karma: 60E GD (10)R EX (20) Resources: EX(20)I EX (20)P EX (20) Popularity: 20

KNOWN POWERS:Cyborg/Extra Parts: a Nega-Beamblaster is housed in a prosthetic righteye. Nega-Beam: This ray doesIncredible damage.

TALENTS: Zorba is a trained politicianand guerrilla fighter. He possessesMartial Arts B and E.

CONTACTS: King Rudolpho of Latveriais his brother. Later the FF helped himdepose Doom and claim the throne.

BACKGROUND: Zorba was the youngerbrother of King Rudolpho, the hereditarymonarch of Latveria. When Doom over-threw Rudolpho, Zorba began to form anunderground rebellion. With the help ofthe FF, he finally succeeded in restoringhis royal line. Unfortunately, the ruthlessmethods he chose to adopt while leadingthe rebellion remained too strongly in-grained. Rather than a benevolent ruler,Zorba became a despot even worse thanDoom. Doom returned to Latveria withan initially uncooperative FF in tow andended both Zorba’s reign and his life.

RUNNING ZORBA: Zorba began life as anoble, and believed strongly in both theclass system and in the obligations of theupper class to lead (and rule) the lowerclass. During Doom’s first reign, Zorbabecame a heroic avenger out to correctthe perceived evils of Doom’s reign.Once Zorba finally held the throne, hebecame a tyrant.

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GALACTUSGalan of Taa

F MN (75) Health: 4150A MN (75)S CL1000 Karma: 3000E CL3000R CL1000 Resources: CL3000I CL1000P CL1000 Popularity: - 1000

KNOWN POWERS:Galactus possesses the followingpowers, each at CL3000 Intensity. How-ever, each use of these powers costsGalactus 10 points of Karma, and eachuse at an intensity above Unearthly alsocosts him 50 points of Health.Spirit Vampirism:Bio-Vampirism:Psionic Vampirism:Energy Vampirism:Absorption Power:Energy Conversion:Elemental Conversion:Molecular Conversion:Elemental Creation:Molecular Creation:True Flight: Galactus can travel atCL3000 speed (lightspeed).True Invulnerability: Galactus has Shift Xresistance to physical and energy at-tacks. He has CL5000 resistance toextreme heat and cold, corrosives, tox-ins, and disease.Force Field: Galactus can surround him-self with protective fields of Shift X rank. Life Detection: Galactus has the CL3000ability to detect the life energies of plan-ets. He can detect an occupied planet ata maximum range of 50 light years.Kinetic Bolts: Galactus can release en-ergy blasts of Shift-Z Intensity.Hyper-Invention: Galactus can create anydevice he wants by assembling whatevermaterials are either in hand or can bemade from existing substances.Disruption: As a side effect of his feedingprocess, Galactus has the CL1000 abilityto destroy the molecular bonds that holdthe target together. Galactus can con-sciously use this power with diminishedeffect against lesser targets, such asindividuals. In such a case the powerdecreases to Shift-X rank.Power Creation: Galactus has theCL1000 ability to transform ordinarybeings into super-beings. The PrimaryAbilities and powers of such beings areinitially no higher than Unearthly rank.Galactus can invest the power in either

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the person chosen or a specially de-signed tool.Power Control (Magnification/Reduction/Negation): Galactus has total control overthose powers he may have given a tar-get. He can amplify someone’s existingpowers by 4 CS, even if he was not thesource of that power. He can reduce asubject’s powers any amount, all the wayto Shift 0. Such changes are permanent;only Galactus can reverse his changes. Serial Immortality: If Galactus’ bodyshould be destroyed while he still has asufficient cosmic energy reserve, hismachines can draw in his lifeforce andrecreate his body. He must have at leasttwo points of Health for this to occur.Telepathy: Galactus has Unearthly Tele-pathy.Cosmic Awareness: Galactus hasCL1000 Cosmic Awareness and canperceive in a limited manner the state ofthe universe.

WEAKNESS: Galactus has a finite en-ergy supply that he must constantlyreplenish by consuming the lifeforce ofentire worlds. Galactus’ hunger is sosevere that he must feed every 30 Terrandays or his abilities drop. If he has notconsumed a world after that period, allhis CL3000 abilities drop to CL1000.After another 30 days, all his abilitiesdrop to Shift-Z, and so on. AlthoughGalactus could eventually starve todeath, he normally seeks out the nearestusable world when his abilities drop toShift-X rank.

CONTACTS: Galactus has one Contact,his Herald, and even that relationship istenuous at best. He considers himself tobe siblings with Death and Eternity, asthey were all created by the Big Bang.

BACKGROUND: Galactus is the solesurvivor of the universe that existedbefore the Marvel Universe was created.Originally Galactus was a humanoidnamed Galan, a native of the planet Taa.Unfortunately, Galan’s universe was in astate of collapse as it ended its lifecycle.The universe was regathering itself into a“Cosmic Egg:’ an unimaginably densesphere that would contain all the matterin the universe. The radiation that ac-companied the collapse was destroyingall life in the universe. The people of Taasent Galan out in the hope that he couldfind some way for them to escape. Therewas none. When Galan returned, he

discovered all but a handful of Taa’spopulation had been killed. Galan andthe survivors decided to end it all byjourneying directly to the heart of theCosmic Egg. The radiation killed every-one but Galan, who found himself invigo-rated by the deadly forces.

The Cosmic Egg was alive and pre-vented Galan’s ship from being de-stroyed. It explained that, even thoughboth of them were dying, they wouldsoon be reborn. The Cosmic Egg wouldexplode in a great explosion and create anew universe.

When the predicted “big bang”occurred, three beings, a starship, andthe Marvel Universe were created. Thethree were Eternity (the embodiment ofthe lifeforce of this universe), Death, andGalactus. The ship was the recreation ofGalan’s starship.

For eons Galactus drifted in the void,further evolving and developing hispowers. A Watcher who discovered himcontemplated killing him then, but theWatcher decided to abide by his race’screed of passive observance. Eventuallyhis ship drifted into the Archeopian starsystem and Galactus fed for the firsttime. In the millennia that followed,Galactus rebuilt the remains ofArcheopia’s worlds into an immensestarbase, the worldship Taa II.

Originally several centuries passedbetween feedings. This interval short-ened with time. It is currently one month.This has led Galactus to increase therate at which he destroyed worlds. Herealized years ago that he needed scoutsto seek out the worlds that could sustainhim. When Galactus approached theplanet Zenn-La, he found his first Heraldin the form of Norrin Radd, the SilverSurfer. The Silver Surfer eventually ledGalactus to Earth, where he finally methis match. Thanks to the assistance ofthe Watcher Uatu, the FF acquired theUltimate Nullifier, the only weapon thatcould destroy Galactus. Galactus re-turned to space, unfed and Herald-less.

Galactus went through a rapid succes-sion of Heralds over the next decade.The Xandarian Gabriel Lan was trans-formed into the Air-Walker. Unfortunatelyhe was soon killed defending Galactusagainst the Ovoids. Galactus created arobotic replica, the Air-Walker Automa-ton. That was damaged by the SilverSurfer and completely destroyed by Thor.A friend of Gabriel Lan, Pyreus Kril,became the next Herald, Firelord. He

gained his freedom when Thor tradedGalactus the Destroyer, a robot con-structed by Odin. Loki stole it beforeGalactus could get much use out of it.Seeing that the FF had been the causeof the loss of his first Herald, Galactusarranged for the FF to recruit his nextone. This was Tyros of Lanlak, a con-queror and tyrant himself, whom Galac-tus transformed into Terrax the Tamer.Terrak became intoxicated by his newpower and tried to use the FF to destroyGalactus. Instead, Galactus destroyedhim. Finally, Frankie Raye offered herselfto Galactus. As Nova, she is his firstfemale herald. There is some suspicionthat Nova is actually failing in love withGalactus.

Galactus has tried several times todevour the Earth but was beaten, lured,or otherwise bribed away. On his last trip,he finally pledged never to attack theEarth so long as the Human race sur-vived. This pledge is unique in the uni-verse and the cause of some hostilitytowards the Earth by other races whohave fought or been decimated by Galac-tus.

RUNNING GALACTUS: Galactus is acompletely amoral individual who doeswhat he wants to do without any consid-eration of the consequences on otherbeings. His favorite self-explanation is “Iam beyond good or evil ... I simply am.”The survivors of the millions of worlds hehas destroyed think otherwise. Galactushad been told that his existence had ahigher purpose; perhaps he hopes thatthis unknown destiny will somehow com-pensate for all the destruction he haswrought.

Galactus has one pride, his honor. If hemakes a promise, he will hold to it until theuniverse ceases to exist. There is one ex-ception, though. When Galactus is starv-ing, he will do anything to feed. He willeven break previously sworn oaths, suchas his pledge to no longer threaten Earth.

GALACTUS’ SHIPS

WORLDSHIP: Galactus’ transport is amile-wide sphere. It is most likely that aperson will encounter him in this ship.The Worldship possessed the essentialportions of Galactus’ support machinery.It possesses a stardrive that can propelthe ship at CL5000 speeds and journey

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through hyper-space to reach a destina-tion almost instantaneously. The World-ship contains the apparatus that enablesGalactus to destroy a living world andconvert it into consumable energy. How-ever, the device requires 6 hours to as-semble and ready itself for operation. Tomake sure Galactus is undisturbed, theWorldship can project a Force Field ofCL5000 intensity. Its walls have a CL1000Material Strength. There is no actual con-trol room; rather, the Worldship followsGalactus’ mental commands. If Galactusis separated from the Worldship, it canfollow his orders even at a distance ofseveral light years. Should Galactus fallinto death-like state, the Worldship isprogrammed to seek him out, recover thebody, and transport it to Taa II.

TAA II: When Galactus destroyed theArcheopian race, he was left with pos-session of their star system. Galactusdismantled the planets and used thematerials to create an immense head-quarters for himself. The helix-shapedstructure encircles the star. The interiorcan only be guessed at. It contains theentire array of Galactus’ devices. Thereis a dock for his Worldship. Galactusmaintains a museum with mementos ofthe worlds and races he has destroyed. Itincludes a bestiary with some reallygigantic animals. Taa II also housed theUltimate Nullifier, until Uatu the Watcherhelped the Human Torch steal it whenGalactus first threatened Earth.

Taa II was recently destroyed during abattle. However, Galactus has ampletime to rebuild the starbase.

GALACTUS’ CAT

F MN (75) Health: 250A AM (50)S MN (75) Karma: 16E AM (50)R PR (4) Resources: N/AI TY (6)P TY (6) Popularity: N/A

KNOWN POWERS:Robot Body: The “Cat” is a 20 foot tallrobot. It is strictly a mindless automatonlacking self-awareness.Body Armor: The Cat’s outer shell hasMonstrous material strength. However,the eyes and mouth are only Typicalmaterial strength.

Paralyzing Spray: The Cat can belchyellow paralyzing foam from its mouth.The range of the spray is two areas;accuracy is determined by the Cat’sMonstrous Fighting rank. The foam pos-sesses Unearthly Paralysis. Targets mustmake an Endurance FEAT to avoid beingparalyzed for 1 -10 turns. Those makingthe FEAT are only paralyzed for a singleturn. The foam can penetrate cloth andmost natural armor skins. It cannot pen-etrate force fields opposing physical at-tacks, sealed inorganic armor such as aspace suit or Iron Man’s armor, or armorskins or Invulnerabilities of greater thanUnearthly rank.

TALENTS: None.

CONTACTS: None.

BACKGROUND: The Cat is a 20’ foot tallrobot designed to patrol Taa II and cap-ture any intruders or vermin.

RUNNING THE CAT: The Cat is a mind-less automaton directly controlled byGalactus’ computer systems. It has noself-awareness. It follows its orders literally.

PUNISHER I

F MN (75) Health: 450A MN (75)S X (150) Karma: 6E X (150)R FE (2) Resources: noneI FE (2)P FE (2) Popularity: -20

KNOWN POWERS:Robot Body: The Punisher is a robotcreated by Galactus.Body Armor: The Punisher’s armor plat-ing has Monstrous Material Strength.Plasma Generation: The Punisher canemit blasts of Monstrous Intensity.

TALENTS: None.

CONTACTS: None.

BACKGROUND: Punisher is a robot builtby Galactus. Its original purpose is un-known; it may have been intended to actas a custodian for Galactus’ bestiary.When Galactus created the Silver Surfer,he modified the Punisher’s programmingso that the robot would seek out the

Herald if he ever became rebellious.When the Silver Surfer turned againstGalactus, the Punisher was teleported toEarth to defeat him and return him to theWorldship. Although the Punisher couldhave defeated the Surfer, it was unableto defeat the Surfer AND the FF. It wasdestroyed. A second Punisher was sentto force the Silver Surfer to reclaim hisjob of Herald. It was recalled before theFF could destroy it. The Punisher nowserves as an errand-runner for Galactus.

RUNNING THE PUNISHER: The Pun-isher has a single purpose—to carry outGalactus’ will. It single-mindedly carriesout its orders, even if it risks self-destruction.

SILVER SURFERNorrin Radd of Zenn-La

F AM (50) Health: 325A MN (75)S UN (100) Karma: 135E UN (100)R EX (20) Resources: PR(4)I MN (75)P IN (40) Popularity: 17

KNOWN POWERS:Power Conversion: The Surfer has thepower to channel cosmic radiation intohis body and transform it into usefulforms, including sustenance and energyfor his other powers. He can channel thepower directly into his Primary Abilitiesto either raise Agility to Unearthly or hisStrength to Shift-X. He can use thepower to self-heal up to Unearthly dam-age in a single turn.Body Coating: His body is surrounded by aflexible metallic shell that gives him Mon-strous resistance to physical attacks andUnearthly resistance to energy attacks.Self-Sustenance: He does not need tobreathe, eat, or drink anything to sustainhis life.Life Detection: He has the Unearthlyability to detect the presence of life ener-gies within 500 light years.Plasma Generation: The Surfer has theability to emit blasts of Unearthly inten-sity from his hands. The maximum rangeis 60 areas.Telepathy: He has Good telepathy. This ismostly used to communicate when normalconversation is impossible. It also allowshim to rapidly learn a new language.

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Postcognition: The Surfer has the Poorability to see events that occurred up tofour weeks ago. He must be at the siteof the event in order for this power towork.THE SURFBOARD:

The Silver Surfer’s board is a constructof unknown material. It appears to bemade from the same reflective materialas the Surfer’s body coating. The boardis psionically linked to its owner and canautomatically respond to his mentalcommands. It can travel independent ofhim and return to him if they are sepa-rated. When he rides it, the Surfer’s feetautomatically adhere to the board’s up-per surface. The board has the followingpowers:True Flight: The board can attain CL5000speed (10,000 mph in the atmosphere/1,000,000 mph in space).Dimension Travel: Once its maximumspeed is reached, the board can enterhyper-space to quickly reach any sectionof the universe.Phasing: The board has the Monstrousability to render itself and its rider(s)temporarily immaterial. This power isused to enable them to pass through abarrier or to travel through space withoutrisking collision damage with spaceborneparticles.

Body Armor: The board has CL3000Material Strength.

TALENTS: Norrin Radd is a space pilotand possesses Astro-Navigational skills.He possesses Martial Arts D as well.

CONTACTS: Originally Norrin Radd hada tenuous contact on the Zenn-La Coun-cil of Scientists. After his conversion, hisonly lasting contact was with his master,Galactus. After he rebelled, he became afriend of the FF After he was freed of theconfines of Earth, he made contacts withboth the new Zenn-La and the superhu-man Mantis.

BACKGROUND: Norrin Radd is a nativeof Zenn-La, a peaceful, idyllic world freefrom all strife and woe. One day he dis-covered that Galactus’ ship was ap-proaching his world. He intercepted it inthe hopes of persuading Galactus toleave Zenn-La in peace. Galactus ex-plained that he had no time to seek a newworld because his energies were too low.He then mused that if he had a herald toscout out worlds with the proper energies,he might be able to spare civilized worlds.Norrin leapt at the thought and offered hisservices as Galactus’ first Herald.Galactus accepted and transformedNorrin Radd into the Silver Surfer.

Norrin performed his duties efficientlyand was able to explore the universe aswell as fulfill his duties. However, thetrials of finding consumable but not-sen-tient worlds began to wear on him. Torelieve his Herald’s moral dilemma, Ga-lactus erased from Norrin’s mind allmemories of his past on Zenn-La.

Norrin eventually located Earth, de-spite the Watcher’s attempts to camou-flage its existence. The Surfersummoned Galactus. When the FF bat-tled the World-devourer, Norrin landednear Alicia Master’s studio. She man-aged to convince the Surfer that human-ity should be saved. He lent his power inthe attack on Galactus.

Galactus released the Surfer from hisservitude. However, he imprisoned theSurfer on Earth by erecting a barrier thatspecifically prevented the Surfer fromleaving Earth’s atmosphere.

In the following years, Norrin roamedEarth and studied its people. For a timehis powers and board were stolen by Dr.Doom. Very recently the barrier wasremoved; the Surfer is free to roamspace once more.

RUNNING THE SILVER SURFER: TheSurfer is a quiet, meditative person whoseeks the true order of the universe. Hedoes not understand human conflicts buthe will relentlessly fight against humani-ty’s foes. Now free to wander space,Norrin finds himself the champion ofwhomever might need his aid, from theplanet of Zenn-La to Galactus himself.

AIR-WALKERGabriel Lan

F AM (50) Health: 275A MN (75)S AM (50) Karma: 155E UN (100)R RM (30) Resources: PR(4)I MN (75)P AM (50) Popularity: 0

KNOWN POWERS:Energy Conversion: Airwalker has theMonstrous ability to absorb cosmic radia-tion and convert it into useful forms,including sustenance and power.Plasma Generation: Airwalker can emitMonstrous Intensity blasts of energy.They have power rank damage andrange. The blasts also have side-effectsthat Airwalker can tailor to his wishes.These include:• Incredible intensity Light.• Incredible intensity Heat and Flame.• Incredible intensity Magnetism.• Incredible intensity Electricity.• Remarkable Geo-force.True Invulnerability: Airwalker’s body hasAmazing resistance to physical and en-ergy attacks; he can boost this to Mon-strous rank for 1 -10 rounds once per day.He has CL1 000 resistance to extremeheat and cold.Self-Sustenance: Airwalker can convertCosmic radiation into life-sustainingenergy, thus freeing him from the need tobreathe, drink, or eat.Energy Sheath: Airwalker’s back emits acoherent energy field that resembles afiery cape or red and yellow wings. The“cape” has Typical intensity andAmazing material strength. It acts as areservoir for Air-Walker’s cosmic power.True Flight: Airwalker has CL1000 speed.Dimension Travel: At full speed, he canenter hyper-space and instantly appearanywhere in the universe.Life Detection: He has CL1000 range (5light years).Telepathy: Airwalker has Typical rank,

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enabling him to read a mind up to 4areas away. If he was contacting Galac-tus, his rank increases to CL5000.

EQUIPMENT: Gabriel possesses “TheHorn of Galactus”, a golden trumpet-likedevice that can summon Galactus acrossany distance.

TALENTS: Gabriel Lan is a starshipcaptain and has the skills associated withsuch a position-Military, Astro-Naviga-tion, and Starship Maintenance.

CONTACTS: As Gabriel Lan, he was aformer member of the Nova Corps andcaptain of the Xandarian starship Way-Opener. As Air-Walker, he was the Heraldof Galactus, although he retained hisfriendship with Pyreus Kril, later knownas Firelord.

BACKGROUND: Gabriel Lan was adistinguished member of Xandar’s NovaCorps and was later given captaincy ofthe explorer-scout Way-Opener. His mis-sion was to discover and contact friendlyraces in Xandar’s vicinity. On the returnfrom his initial seven-year journey, heencountered Galactus’ Worldship. Galac-tus teleported him on board and offeredhim the position of Herald. Lan acceptedthe power and the responsibility.

Air-Walker served Galactus faithfullyfor years. He even became Galactus’first friend. The relationship ended whenAir-Walker intercepted an Ovoid fleetheading to destroy Galactus. Air-Walker

drove off the Ovoids at the cost of hislife. Galactus’ energies were at a lowpoint and he would not spare the energyto revive his friend. Instead, he con-structed a robotic simulation of Air-Walk-er’s body and transferred Lan’smemories into it.

RUNNING AIR-WALKER: Air-Walker wasan avid explorer and valiant fighter. Hewas also Galactus’ only friend, providingthe Devourer of Worlds with a fresh won-der about the universe.

AIR-WALKER AUTOMATON

F UN (100) Health: 320A EX (20)S UN (100) Karma: 32E UN (100)R EX (20) Resources: FE(2)I GD (10)P FE (2) Popularity: 8

KNOWN POWERS:Robotic Body: The Air-Walker Automatonwas a mechanical recreation of the originalAir-Walker, Gabriel Lan, and was program-med with his memory and personality.Self-Revival: The Automaton had theUnearthly ability to completely reassem-ble and reactivate itself if its currentEndurance is at least 35.

The Automaton’s other powers wereidentical to the original’s powers.

TALENTS: The Automaton had all ofLan’s skills.

CONTACTS: The Automaton was Galac-tus’ Herald. Since it resembled Lan, itinitially had all his Contacts. When theAutomaton first appeared on Earth, itsname, manner, and appearance con-vinced humanity that it was the arch-angel Gabriel. Contacts based on thesedeceptions were lost when the Automa-ton’s real nature was revealed.

BACKGROUND: The Air-Walker Automa-ton was constructed by Galactus asmeans of reviving his friend and Herald.It didn’t work; although the Automatonhad Lan’s memories and appearance, itlacked his soul. Galactus realized hiserror and dispatched the Automaton toEarth. It was supposed to persuade theSilver Surfer to rejoin Galactus. Instead,the Automaton was demolished after a

battle with the Surfer and the FF. Galac-tus abandoned the Automaton as afailed experiment,

RUNNING THE AIR-WALKER AUTOMA-TON: The Automaton had Lan’s mind butlacks his personality. It felt the baseemotion of anger and sought revengeagainst anyone who offended it.

FIRELORDPyreus Kril of Xandar

F MN (75) Health: 325A UN (100)S AM (50) Karma: 110E UN (100)R RM (30) Resources: N/AI AM (50)P RM (30) Popularity: 0

KNOWN POWERS:Energy Conversion: Firelord possessesthe Unearthly ability to draw in cosmicenergy from his surroundings and trans-form it into useable forms. This may befor sustenance or to fuel his otherpowers. The visible manifestation of thispower is the fiery aura emitted from hishair and eyes. Firelord can channel thisenergy into several Power Stunts thatduplicate other powers; these function atUnearthly rank.• Fire Generation• Fire Control• Gravity Control• Heat

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• Light Generation• Light Control• Plasma Generation• Plasma Control• Radio Generation• Radiowave Control• Sonic Generation• Sonic Control• Thermal ControlEnergy Sheath: Firelord is surrounded bya fiery field that gives him Amazing pro-tection from physical and energy attacks.This field is not actually combustion. Itdoes not damage anything Firelordtouches. However, as a Power Stunt,Firelord can temporarily increase theintensity of the field; this enables him todo Amazing damage to anything hetouches.Self-Sustenance: Firelord does not needto breathe, drink, or eat.Life Detection: He has the Unearthlyability to detect the presence of life ener-gies within 500 light years.Flight: Firelord can attain CL1000 speedOust short of lightspeed). Once his maxi-mum speed is reached, he can enterHyperspace to instantaneously reach anyother section of the universe.Immortality: Due to Galactus’ restruc-turing of Pyreus Kril’s body, Firelordwould have to be completely disinte-grated before he could die.Staff: This is a 5-foot rod of CL1000 ma-terial. Firelord uses it as a focal point forhis powers. Although he can use hispowers without the rod, he enjoys +1CSon all actions with it. Through unknownmeans it also assists his Astro-naviga-tional skills.

TALENTS: As Pyreus Kril, he was FirstOfficer of the Xandarian starship, Way-Opener. As such he possessed Militarytraining and Astro-Navigational skills.

CONTACTS: As Pyreus, he has the NovaCorps and the Xandarian people as aContact. As Firelord, his original Contactwas Galactus. Since then he has be-come friends with Thor and Starfox.

BACKGROUND: Pyreus Kril was FirstOfficer of the Way-Opener under hiscaptain and friend Gabriel Lan. After Lanwas transformed into Air-Walker, Kril andhis ship pursued Galactus in the hope ofrescuing his friend. However, he did notcatch up with Galactus until years later,at a point after both Air-Walker and theAir-Walker Automaton had been slain.

Ignorant of his friend’s death, Kril con-fronted Galactus and demanded Lan’srelease. Galactus was impressed enoughby Kril’s bravado that he offered Krilinformation on Lan’s fate in exchange forKril becoming his next Herald. Kril ac-cepted and was transformed into Fire-lord.

Firelord acted as a Herald for a rela-tively short time. He was freed from Ga-lactus’ service when Thor tradedGalactus the Destroyer robot in ex-change for Firelord’s freedom. For a timeFirelord resided peacefully on Earth. Hefinally returned to Xandar, only to dis-cover it had been destroyed by the su-pervillainess, Nebula. Firelord thenjoined Starfox in hunting her down.

RUNNING FIRELORD: Firelord is a val-iant warrior who respects others whofight honorably. Should he decide on acourse of action, nothing short of crush-ing defeat will dissuade him from hispath.

DESTROYER

F UN (100) Health: 3275A MN (75)S UN (100) Karma: 100E CL3000R N/A Resources: N/AI N/AP UN (100) Popularity: -100

KNOWN POWERS:Robotic Body: The Destroyer is an en-chanted suit of armor. The armor is con-structed of magical metal far stronger thanvirtually any other substance. All its powersare derived from enchantments Odin incor-porated into the armor when he built it.Mind Transferral: The armor cannot bedisassembled, hence it cannot be actu-ally worn. Rather, it becomes activatedby the lifeforce of the user. There arethree ways a user can activate the armor.One, the user may willingly transfer hislifeforce into the armor if he is within 10feet of it. Two, he may accidentally bedrawn into it if he touches the armor; inthis case he must make a Psyche FEATof Monstrous intensity to avoid the trans-feral. Three, an astral traveller may sendhis Astral Body to possess the armor.

The user can control the Destroyer andits powers as if it were his natural body.For game purposes, the user’s Reasonand Intelligence ranks fill the N/A ranksabove. The user can freely operate thearmor until he uses any of the armor’soffensive powers or makes a FEAT roll.Once he does so, he must make aPsyche FEAT against the Destroyer’sMonstrous Psyche. Failure indicates theuser’s personality is consumed by thearmor and he becomes a relentless,mindless berserker.True Invulnerability: The metal armorpossesses CL3000 resistance to allforms of attack, whether physical, en-ergy, psionic, magical, or power-related.Plasma Generation: The Destroyer canemit blasts of Shift-Z rank. These blastsdo flame and kinetic damage as well.Magnetic Generation: The Destroyer hasthe ability to create magnetic fields ofShift-Y intensity.Molecular Conversion: It has the CL1000ability to transform elements and com-pounds at will.Molding: It can rearrange the shape ofmatter with CL1000 ease.Disintegration: It can fire blasts of C1000rank at a range of up to 5 areas. The

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beam takes two rounds to charge. Livingtargets may attempt a Red EnduranceFEAT to avoid destruction. Even if the rollis successful, the target takes 1000points of damage.Suspended Animation: While the userpossesses the armor, his body is placedin a trance that frees him from the needto breathe, drink, or eat.

TALENTS: None.

CONTACTS: None.

BACKGROUND: The Destroyer wasconstructed by Odin as a Doomsdayweapon against the Celestials. As itscreator, Odin was the only being whocould safely control the armor. For 1000years the armor lay hidden in an Indo-china temple. After Loki discovered thearmor’s existence, it became a pawn invarious battles involving Thor, Odin,Balder, Sif, and the Norn Queen. FinallyThor tired of its misuse and traded it toGalactus in exchange for Firelord’s re-lease from servitude. However, Galactusquickly realized the armor was ill-suitedfor his needs. He placed the armor intostorage and forgot about it. Shortly there-after, Loki stole it back.

The Destroyer finally filled its purposewhen the Celestials returned. Odin drewthe lifeforce of all the Norse gods intothe suit, causing it to grow to 200 feet inheight. Armed with the Odinsword, itattacked the Celestials. Unfortunately, itwas ineffective and quickly defeated. Oflate, Thor used the Destroyer in battleagainst Hela, freezing it in impenetrableice afterwards.

RUNNING THE DESTROYER: The De-stroyer tends to incite whoever uses itinto a battle-crazed berserker fury.

TERRAXTyros of Lanlak

F UN (100) Health: 300A AM (50)S MN (75) Karma: 135E MN (75)R GD (10) Resources: PR(4)I MN (75)P AM (50) Popularity:-20 (50 on

Birj)

KNOWN POWERS:Earth Animation: Terrax has Unearthly

control over rock, dirt, and basic buildingmaterials. He can affect an area up to100 miles in diameter. As power stuntshe can:• Create tremors of unearthly intensity.• Use rock as missiles with Unearthly

range and effect.• Shape rock to serve any purpose he

wants.• Levitate with Unearthly ability any land

mass measuring up to 100 cubicmiles.

True Invulnerability: Terrax has Unearthlyresistance to physical and energy at-tacks. He has C1000 resistance toextreme heat and cold.Self-Sustenance: Terrax is free of theneed to consume air, water, or food.Floating Disc: Terrax can attain C1000speed by riding atop any rock he controlswith his Earth Animation power. Dimension Travel: When Terrax reacheshis maximum velocity, he can enter hy-perspace and quickly travel to othersections of the universe.Life Detection: Terrax can detect life-energies up to 5 light years away withC1000 ability.Axe: Galactus gave Terrax an axe-likeweapon through which he could channelhis powers. The axe has C1000 MaterialStrength and some inherent powers:• Force Field—the axe can emit a force

field of Monstrous rank. It is capable ofcompletely covering the island of Man-hattan.

• Disintegration—the axe has the Un-earthly ability to disintegrate matter.

TALENTS: Terrax has Military and Astro-navigation skills, as well as WeaponsSkill with his axe.

CONTACTS: As Tyros, he had controlover his homeworld of Birj.

BACKGROUND: Tyros was the dictatorof the city-state Lanlak on the planet Birj,a satellite of the gas giant Marman. Ty-ros was a mutant who already possessedthe ability to animate rock and soil; heused his powers to conquer the areawhere he reigned as a despot.

Tyros’ tyrannical nature and his pow-ers attracted Galactus’ attention.Galactus had been twice betrayed byHeralds with strong morals; he thoughtthat an immoral Herald might serve himbetter. Galactus coerced the FF to recruitTyros, which they did. Galactus trans-formed Tyros into Terrax the Tamer andset him off to find worlds to destroy. In-stead, Terrax set about trying to destroyGalactus. He delayed locating suitableworlds and so caused Galactus’ powersto decrease. Finally, Terrax decided thetime was ripe to attack. He stole theentire island of Manhattan into space;there he forced the FF to aid him in de-stroying Galactus. Terrax underestimatedGalactus’ remaining power. Galactusstripped him of his power and droppedhim from a height of one mile into agarbage dump.

Somehow Tyros survived. Dr. Doom’saides found him and brought him toLatveria. There Doom was working torecreate the Cosmic Power he had takenfrom the Silver Surfer years ago. Doomoffered to give Tyros new Cosmic powersin exchange for the destruction of the FF.He did not tell Tyros that the cosmicpowers tended to destroy their host in amatter of hours. Tyros agreed and hadalmost defeated the FF when he wasdistracted by Dr. Doom and the SilverSurfer. Tyros disposed of Doom by fusinghis armor into an immobile shell. Thenhe battled the Surfer. In the battle, Tyros’barely controlled power vaporized hisbody. The remaining pure Cosmic Powerplummeted to earth, where it vaporizedDr. Doom’s body.

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RUNNING TERRAX: Terrax was an irrep-arably vile person who believed that,since his was the strongest power, heshould have controlled everything. Evenbeing exposed to Galactus’ near-omnipotence didn’t dampen Terrax’sego. He simply began to work on ways todestroy anyone stronger than he was.

NOVA IIFrankie Raye

F AM (50) Health: 300A UN (100)S AM (50) Karma: 110E UN (100)R GD (10) Resources: UN(100)I AM (50)P AM (50) Popularity: 0

KNOWN POWERS:Fire Generation: Nova has the ability togenerate flames that have Shift X rankdamage (150 points) and range (15miles). Her flames are hot enough todestroy a Skrull starship with a singleblast. If she properly channels her ener-gies by means of an Endurance FEAT,she can temporarily raise her power rank+ 2CS. She can emit her flames fromanywhere on her body.Fire Control: Nova retains her originalAmazing rank of Fire Control. She canabsorb or control any flame, whethernatural or power-based.

Energy Sheath (Fire): Nova’s body isalways surrounded by a fiery layer ofUnearthly rank. This gives her rank levelprotection against physical or energyattacks. When combined with her otherpowers, it gives her C1000 resistance totemperature extremes. Matter of lessthan Amazing material strength meltsupon contact with her body. Living tar-gets suffer Amazing damage from touch-ing her unless they are somehowprotected from the extreme heat. As aside effect, her high body temperaturemakes Nova immune to any disease;infection is disintegrated upon contact. True Flight: Nova can attain C1000speeds (10,000 mph in an atmosphere;1,000,000 mph in space).Gateway: When in space, Nova cancreate spacewarps that enable her toquickly reach other parts of the universe.She has C5000 range on these gateways(500 light years).Self Sustenance: Nova can survive indef-initely without breathing, eating, or drink-ing. This is fortunate since her currentbody temperature would vaporize anysuch consumables.Immortality: It is unknown how long Novawill live. In a possible future, Nova isuncounted millions of years old when shereturns to an uninhabited Earth. Despiteher age, she is still as young as she isnow.

TALENTS: Astro-Navigation enablesNova to roam the universe at will withoutgetting lost.

CONTACTS: Her master Galactus is hermain contact, although she could pre-sumably call upon the Fantastic Four ifshe ever returned to Earth.

BACKGROUND: Nova was originallyFrankie Raye (see FF Membership sec-tion). When Galactus was revived byReed, he was near death by starvation.He desperately needed a new Herald toseek out a world for his consumption.Although she had been terrified of Galac-tus at first, Frankie found herself drawnto him and offered herself as his newHerald. Galactus accepted and in-creased her powers immensely. She thenleft to find him his next meal. At thepresent time she still has not been nearEarth again. In a possible future, shedoes not return until uncounted millionsof years have passed and mankind hasvanished.

RUNNING NOVA: Nova has no compunc-tion against marking worlds for destruc-tion. As she put it, “A few less bug-eyedmonsters? What’s that compared to mybeing able to go out there?” She evenrevels in destruction if the intended vic-tim should put up a defense. Her motiva-tion for serving Galactus is a mixture ofreverence and love. She sees Galactusas her god and her ideal mate.

THE SURVIVORS’ FLEETAs Galactus ravaged his way across theuniverse destroying world after world, hedid not always completely destroy theraces he fed upon. If a race had spacetravel, there was a chance that some ofits members would be off-world whenGalactus came. With their homeworldsdestroyed, these survivors had to rebuildtheir spacecraft into space arks thatcould travel into interstellar space inpursuit of, or escape from, Galactus.Eventually the various Survivors rendez-voused and formed a great fleet of ships.The Survivors followed Galactus’ de-structive trail and assisted Galactus’newer victims when they could. Whilemost of their time was spent maintainingtheir ships and life support, the Survivorsalso worked on ways to destroy the mon-ster Galactus.

When word came from Lilandra, Ma-jestrix of the Shi’ar, that Reed Richardshad committed the unpardonable crimeof actually reviving the dying Galactus,the Survivors acted. Reed was broughtbefore the Survivors for trial. He washeld responsible for Galactus’ subse-quent destruction of the Skrull home-world and the deaths of seven billionpeople. In the trial that followed, Odin,Galactus, and Eternity testified to Galac-tus’ purpose in the universe. While thisdid not excuse Galactus’ actions, theSurvivors decided that Reed only actedin compassion, not malice, when herevived Galactus. Reed was returned toEarth, Since that time, the Survivors’action are unknown. Although subduedby Eternity’s testimony, their angeragainst Galactus remains. They retaintheir self-appointed task of rescuing thesurvivors of Galactus’ newer acts ofdestruction. Perhaps newer Survivors willrenew their age-old quest for vengeance,and the Survivors will finally act againstGalactus.

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THE SKRULLS

The Skrulls are a breed of green-skinnedhumanoids from the Andromeda galaxy.They are a fierce warrior race whocarved for themselves the oldest surviv-ing empire in the Marvel Universe’s histo-ry.

In the beginning they were a peaceful,scientifically inclined race on Skrullos, aplanet in the Drax system. Almost abillion years ago the Celestials arrivedand experimented on the Skrulls. Theyproduced three races. The SkrullianEternals were immortal. The Skrullian“normals” were capable of eventuallyrapidly evolving into Celestial-like beings.The Skrullian Deviants were given natu-ral shapeshifting powers. After the depar-ture of the Celestials, the Deviants wipedout the other two groups. All living Skrullsare descendants of the Deviant line.

Their shapeshifting powers aided theSkrulls’ departure into space. When theyencountered a new race, they simplytransformed themselves to resemble thatrace. The Skrull empire that resultedfrom these contacts was based on freetrade and mutual cooperation.

Then trouble struck. The Skrulls voy-

aged to the Milky Way and MagellanicClouds. In the latter cluster they discov-ered the Kree homeworld of Hala. TheKree were in the dawn of their culture; atthis point they shared Hala with the plantrace, the Cotati. The Skrull decided tofavor one of the races with their advanc-ed technology and devised a test to de-termine which would be the favored race.

The Skrulls created the Blue Area ofthe Moon and transported bands of Kreeand Cotati there. Both groups were left toaccomplish what they could. The Skrullsjudged the Cotati’s works to be superior.This angered the Kree and lead to avicious attack in which the Kree bandslew the Skrull judges and the Cotati.The Kree stole the Skrull’s starship andtechnology. Because of the immensedistances involved, decades passedbefore the Skrulls learned of the Kree’sactivities. By this time it was too late. TheKree were now advanced and audaciousenough to attack the Skrulls in theirhome galaxy. During the millennia thatfollowed, the Skrulls developed thevicious streak needed to conduct interga-lactic war. Their entire culture wasremade in the warrior image.

100,000 years ago the Skrull capitol

was relocated to Tarnax IV, now renamedThroneworld. The empire is controlled byan Emperor and each of the 978 worldsis controlled by a Governor. RecentlyThroneworld was devoured by Galactusand the Imperial starfleet destroyed byNova (11). With the destruction of a cen-tral government, the Skrull Empire hascollapsed into hundreds of bickeringfactions. Their galaxy is filled with Gover-nors who have declared themselves tobe “Emperor.”

The greatest blow to the Skrulls hasbeen the destruction of their shapeshift-ing powers. This was accomplished byReed Richards and yet anotherGovernor-turned-Emperor.

Skrulls became aware of Earth whenthey discovered a space warp linkingEarth and Throneworld. Later they dis-covered the Earth possesses an equidis-tant link to Hala. They see Earth as aworld to conquer but they are content tohold off a full invasion. (Perhaps they areafraid the Kree would learn of the plot.)Because of their caution, the Skrullshave sent only a handful of scout-warriors to infiltrate Earth. These haveincluded Super-Skrull and Skrull-X.

The Skrulls recently broke a peacetreaty with the Kree. They maintain theirmilitary drive and prefer to fight ratherthan negotiate. Among the other racescontained within the Skrull Empire arethe Druff, Guna, Kallusina, Morani,Pheragot, Queega, Tekton, and Yirbekraces. Other races remain independent,whether through treaties or open resist-ance. Such races include the Clegrimi-tes, Gegku, Krylorians, Wilameanis, andXandarians. The war with the Xandariansrecently ended with the destruction ofXandar by the supervillainess Nebula.

NOTABLE SKRULLS:ANELLE: Princess and daughter of R'Klland Dorrek. Super-Skrull wanted her forhis mate. She died along with her motherand Throneworld.DORREK: Emperor, R'Klll’s husband, andAnelle’s father. He gained the throne byassassinating R'Klll’s father, the previousEmperor. Dorrek was the driving forcebehind the early Skrull attacks on Earthand the FF in particular. His ego de-manded the FF be punished for daring todefeat his plans.DREXXON: A “Scanman,” a Skrullobserver and sensor operator.HAGAR: The High Judicator, the leaderof the Skrull judiciary.

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JAKETCH: An apprentice executioner whoshot Reed, Sue, and the Thing with anaccelerated-aging ray. He detests Hagarand yearns for the day he can execute him.RAKSORR: This Skrull officer may be themost important Skrull in recent history.He was originally sent to observe theShi’ar-ordered trial-by-combat of JeanGrey/ Phoenix and the X-Men. His inter-ference with the trial lead to a fight withthe Kree observer, Bel-Dann. That fightlasted for months, long after the Shi’arhad departed and Attilan arrived. TheWatcher told Empress R’Klll and theKree Supreme Intelligence of their longduel. This lead to the rulers signing anagreement whereby the the combatantswere now representing their races. Thewinner would also determine the finalvictor in the Kree- Skrull War. The com-bat continued and eventually involvedthe Inhumans and the FF. Reed con-cocted a plan whereby Raksorr and Bel-Dann had to cooperate to defeat the FFand Inhumans. After their victory, theWatcher declared the contest a draw.The Kree and Skrull races were declaredequals and the long war was finally over.R’KLLL: Empress. She avenged herfather by assassinating her husband, theEmperor Dorrek. Her reign followingDorrek’s death was marked by severalattempts at peace-the end of the waragainst Xandar and the treaty ending theKree war-and the destruction of Home-world. She died along with several billionof her people.SKRAGG: A warrior.SKRULL-X: A Skrull-shaped robot cre-ated to be the Super-Skrull’s superiorand successor.SUPER-SKRULL: The Skrull’s greatestwarrior. He was Dorrek’s chosen cham-pion but alienated Dorrek when herevealed his desire for Anelle.WARLORD MORRAT: Head of Skrull’smilitary. He engineered the plot againstthe FF that resulted in the death ofFranklin Storm (Sue and Johnny’s fa-ther).XALXOR: Pilot of Dorrek’s flagship.ZENDRAO: After Galactus’ and Nova’sdestruction of Throneworld, Zendraofound himself Commander of the largestremaining Skrull fleet. He is concernedwith reforming the Skrull Empire. How-ever, he does not want to be the titularhead of it, but rather be the power be-hind the throne. He views the currentSkrull civil war for supremacy as a use-less waste of time; rather than join any

side he uses his fleet to keep the com-batants away from areas he is protecting.

SKRULL(Typical Warrior)

F GD (10) Health: 28A TY (6)S TY (6) Karma: 22E TY (6)R GD (10)I TY (6)P TY (6)

KNOWN POWERS:Shapeshifting: All Skrulls possess theability to spontaneously alter their ap-pearance to that of any living thing. Theycould even modify parts of their bodies toimitate the appearance and properties ofclothing, equipment, or secretions con-nected with the original. Recently Reedwas able to destroy this ability in all sur-viving Skrulls throughout the Marveluniverse.

WEAPONSBlaster Pistols: The typical Skrull sidearmis a raypistol that fires a Plasma blast ofRemarkable rank. The weapon can doRemarkable concussive damage, Goodheat damage, and Good radiation dam-age. The accuracy of the pistols limitstheir effective range to 7 areas.Aging Ray: This is an Executioner’sweapon. The Skrulls want victims tosuffer, hence they devised a slow andnasty method of execution. The Agingray is a small pistol that the equivalent ofthe power Biophysical Control (Aging) atC5000 rank. Victims of the ray fall uncon-scious for 1-10 turns. Then they begin toage at a rate 5000 times faster thannormal. For a normal human, this meansthe victim dies in 1-6 days. Once theaging has begun, it can only be reversedby another blast from a specially modi-fied Aging ray; the ray can be modifiedby a Reason FEAT of Incredible rank.The range of the Aging ray is limited to20 feet, or 1 area.

TALENTS: All Skrulls are trained in Mar-tial Arts E. They are proficient in MilitaryScience, Astro-navigation, Espionage,and Starship Piloting, Engineering, andCombat.

CONTACTS: A Skrull never comes toanyone’s help unless he can gain greater

power by it; therefore no Skrull has anyusable Contacts except for his or herminions.

RUNNING A SKRULL: The typical Skrullencountered during an adventure is amember of the Skrull military (it is un-known if there even is such a thing as acivilian Skrull). While the average Skrullwill fearlessly and loyally execute anyduties, he will also try to find ways tobetter his own position. A Skrull willbetray another Skrull if it is to his ownadvantage.

SUPER-SKRULL

F RM (30) Health: 150A EX (20)S AM (50) Karma: 22E AM (50)R TY (6) Resources: FE(2)I TY (6)P GD (10) Popularity: 0

KNOWN POWERS:Shapeshifting: Super-Skrull has an en-hanced form of the natural ability of allSkrulls to transform into any desiredshape. Whereas most Skrulls have Typi-cal Shapeshifting, Super-Skrull has anUnearthly rank.Elongation: This is an application of hisShapeshifting power. It enables him tostretch any part of his body up to threeareas away with Unearthly ease.Fire Generation: Super-Skrull has theability to emit flames of Monstrous inten-sity and range.Fire Control: He has Monstrous controlover flame, whether it is naturally occur-ring or created by himself.Rocket Flight: He can fly at Incrediblespeed by emitting a stream of flame fromhis lower legs.Armor Skin: The Super-Skrull’s leatheryhide gives him Remarkable Resistanceto physical and energy attacks. As aPower Stunt combining this power withShapeshifting, he can mimic the Thing’srocky hide to gain Incredible protection.Invisibility: He has the Excellent ability torender himself undetectable by visible,ultra-violet, and infra-red light.Force Field Generation: The Super-Skrullhas the power to create invisible forcefields of Amazing strength.Power Selection: Despite his wide arrayof powers, the Super-Skrull cannot usemore than four of them at any one time.

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The Shapeshifting and Armor Skinpowers are automatically in constantuse. This limits the Super-Skrull to buttwo chosen powers. He can switchpowers at will.Power Source: The Super-Skrull deriveshis enhanced powers from cosmic rayprojectors that gather the energy anddirectly relay it to him. If he is removedfrom contact with the power beam, he isdependent on available cosmic energy;subsequently his powers drop -2CS.

TALENTS: The Super-Skrull is a trainedwarrior proficient in Martial Arts C and Eand advanced weapons systems usingSkrull or Kree technology. He is skilled inEspionage, Astro-Navigation, Piloting,and Survival Skills. He is a master ofHypnosis.

CONTACTS: The Super-Skrull was origi-nally the chosen champion of the SkrullEmperor Dorrek and the leader of all theSkrull special operatives.

BACKGROUND: The Super-Skrull wascreated for the express purpose ofavenging the Skrulls when the FF de-feated their first scouts. The toughest,most dangerous Skrull warrior was given

powers equal to the FF Unfortunately, hewas defeated when he first battled theFF. The Skrulls devised a stronger powerbeam to increase his strength level. Thatdidn’t work either. The Super-Skrull wassent into exile.

Years later he was summoned by Dor-rek to return to Earth and battle the KreeCaptain Mar-Veil. He was initially de-feated but later managed to kidnap Mar-Vell, Scarlet Witch, and Quicksilver. Afterthe Kree-Skrull War ended, Super-Skrulljoined the service of Thanos. Then hewas stranded on Earth without a wayhome. His attempt to build a starshipended with his being trapped in a disem-bodied form with the Van Allen Belt. TheBelt’s radiation had a deteriorating effecton him; when he was accidentally re-leased by Canadian astrophysicists, hedeveloped a fast-spreading form of can-cer. Although he is once again trapped inthe Van Allen Belt in a disembodiedstate, it is likely that he will quickly die ifhe is released again.

Note that the Super-Skrull was in thisdisembodied form when Reed unleashedthe radiation that destroyed the shape-shifting powers of all Skrulls. It is possi-ble that the Super-Skrull retains hispowers, although it is unknown if hecould live long enough to use them.

RUNNING SUPER-SKRULL: The Super-Skrull believes he is the finest, mostpowerful warrior in the known universeand parts beyond. He maintains a loyaltyto the Skrull Empire that persists evenwhen it has turned against him. Some-where along the way, the Super-Skrulldecided that Princess (later Empress)R’KIII was his ideal mate. Because hehas been trapped in the Van Allen Beltfor some time, he does not know that theSkrull Homeworld was destroyed andR’KIII killed.

SKRULL-X

F IN (40) Health: 165A RM (30)S AM (50) Karma: 14E MN (75)R TY (6) Resources: noneI TY (6)P FE (2) Popularity: 0

KNOWN POWERS:Robotic Body: Skrull-X is a robot de-signed to mimic the appearance and

powers of a Skrull warrior.Shapeshifting: It has the Amazing abilityto transform itself into any appearance itwants. This power can be developed intoPower Stunts that duplicate some of theFF’s powers.• Elongation—Amazing rank.• Armor Skin—A simulation of the

Thing’s rocky hide that gives Skrull-XAmazing protection from physical andenergy attacks.

Energy Sheath: It can surround itself witha fiery sheath of Incredible Intensity. Thisprovides it with power rank protectionagainst physical and energy attacks. Italso automatically melts any weapon ofless than Amazing material strength.Fire Generation: it can fire blasts of Un-earthly intensity from its hands.Invisibility (Physics type): It has the Goodability to render itself invisible to normalvision.Force Field: It can generate a force fieldof Amazing material strength.Plasma Generation: It can fire a blast ofIncredible Intensity from its hands.True Flight: The robot can attain Excel-lent speed no matter what shape it is in.

TALENTS: Skrull-X is programmed to bea warrior and Spy. He is also pro-grammed in Astro-navigation and Pilotingskills.

CONTACTS: Skrull-X is owned by theSkrull ruler.

BACKGROUND: The Skrull rulers real-ized that the living Super Skrull had toomany limitations, ones that led to hisembarrassing defeats by the FF. Theyordered the construction of a robot thatcould mimic the natural powers of aSkrull and those of the FF Unlike hispredecessor, the Skrull-X robot could useall of his powers simultaneously. Whilethis made him a deadlier foe against theFF it could not ensure his victory. Hebattled the FF several times before hewas finally destroyed by the HumanTorch. While the Skrulls presumablyretain the designs that would enablethem to construct more Skrull-X’s, theyhave not yet done so.

RUNNING SKRULL-X: Skrull-X is pro-grammed to be an assassin. It wouldconceal its identity, nature, powers, andmission until it is about to strike. Al-though it is a robot, it is as intelligent asa normal Skrull. The fact that it is a robot

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is known to very few beings. The FF onlydiscovered this fact when the HumanTorch finally melted it into oblivion.

THE FRIGHTFUL FOURThis supervillain team is the FF’s oldestadversarial group. The Frightfuls formedwhen the Wizard, Trapster, and Sandmanjoined together in an attempt to defeat theHuman Torch. After gaining the reluctantparticipation of Madame Medusa, thegroup gained their name and felt confi-dent enough to take on the FF. Theyfought the the FF on several occasionsbefore Medusa regained her memory andbetrayed them. The team’s stubbornfixation on maintaining the name “Fright-ful Four” led to their admission of Thun-dra as a new member. Eventually shebetrayed them as well. The Wizard sworeoff ever again admitting a woman into theteam. In a move of surprising bravado,the Frightfuls captured the FF and held anopen audition for new criminals within theFF’s own headquarters. At this time thegroup added the Brute; however the Brutesoon abandoned the Frightfuls in favor ofimpersonating Reed. The Frightfuls latercombined with Electro and later Llyra infinal attempts to justify their name. The

group finally fell apart when the Sandmanbeached his career as a criminal and theWizard and Trapster had a major argu-ment.

Despite their various team rosters, theFrightful Four remained an inferior teamof supervillains. They were at least sub-consciously aware of their inadequaciesand plotted strategies that made up forwhat they lacked. The team made an artof the ambush and sneak attack. (Whenattempting such an act, their Karma pooltemporarily doubles.) The team also be-lieves in impressive public relations andhave successfully created the public per-ception that they are as dangerous as,say, Dr. Doom.

WINGLESS WIZARD

F PR (4) Health: 40A GD (10)S TY (6) Karma: 52E EX (20)R IN (40) Resources: EX(20)I TY (6)P TY (6) Popularity: 10

KNOWN POWERS:Hyper-invention: The Wizard hasAmazing inventiveness in the fields ofapplied physics, sub-atomic particles,and other dimensions. He can cobbletogether various high-technology itemsthat utilize these fields if he can get suf-ficient resources together. Unfortunately,most of the materials he needs are in thehands of others, such as the FF. Anti-gravity Disks: The Wizard inventedthese little gravity-defying wonders. Theypossess Good Gravity Manipulation. Thispermits each disc to carry a mass of upto 400 pounds at Typical airspeed. Thediscs possess Monstrous Bonding cour-tesy of, a layer of the Trapster’s specialglue; the glue is inert until activated bythe action of pressing the disc against atarget. The discs are remotely controlledby computers within the Wizard’s cos-tume. A supply of them is stored in theWizard’s chestplate and dispensedthrough a circular opening in front. Power Gloves: These special gauntletscontain a number of useful devices. Theycontain the controls for remotely operat-ing Anti-Gravity Discs. They also containmechanisms for these powers:Electricity: They can fire an Incredibleblast at Poor range.Force Field: Remarkable rank.

Hyper-Strength: applied gravity manipula-tion raises his Strength to Excellent. Body Armor: His suit gives him Goodprotection against physical attacks. Flight: permanently mounted Anti-GravityDiscs give him Good airspeed (140 mph).Mind Control:. Devices within his helmetcombine with external devices to givehim the Excellent ability to control an-other person’s mind. The Wizard hasused the “Id Machine” to release tar-gets’ hostility, command their actions, orreduce them to a zombie-like state.

TALENTS: The Wizard is a genius in thefields of applied physics, sub-atomicparticles, and other dimensions.

CONTACTS: The Wizard is the founderof the Frightful Four. He is currently es-tranged, even hostile toward all his for-mer allies.

BACKGROUND: The Wizard began hiscareer as a celebrated physicist, inven-tor, and stage magician. He amassed asizeable fortune creating specialty high-tech items for the wealthy. Eventually hegot bored and chose the challenge ofdefeating first the Human Torch and then

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the entire FF. A chance teaming with theTrapster and Sandman inspired the Wiz-ard to form the Frightful Four. When heencountered the then-amnesiac Medusawandering Europe, he convinced her tojoin his group.

After his split with the Trapster, the Wiz-ard decided to return to being a solo act.He has since suffered the humiliation ofbeing defeated by Franklin.

RUNNING THE WINGLESS WIZARD:The Wizard wants power, glory, and mostof all, a challenge. When he realized thatReed had amassed a treasure trove ofhigh-tech items in the Baxter Building,the Wizard decided he had to have them.Many of his plots for the Frightful Fourrevolved around his fixation on plunder-ing the Baxter Building.

TRAPSTERPeter Petruski a.k.a. Paste Pot Pete

F PR (4) Health: 28A GD (10)S PR (4) Karma: 40E GD (10)R EX (20) Resources: GD(10)I GD (10)P GD (10) Popularity: 10

KNOWN POWERS:Hyper-Invention: The Trapster has Re-markable ingenuity in creating devicesand chemicals related to the field ofadhesives. He can create adhesives andweapons out of whatever materials areon hand.Paste Gun: This is a large pistol linked bytube to a chemical canister worn in theright hip. The gun can fire a stream ofglue at a range of 2 areas. The glue isflameproof and possesses Monstrousadhesion against anything it contacts. Italso acts as a Grappling attack of Mon-strous Strength. The glue remains liquidin its canister and does not set until 10seconds after it is fired from the PasteGun. The glue crumbles when exposedto ultra-violet light. Normal sunlight crum-bles the glue in 5 hours; higher intensi-

ties of UV light may decrease this timeconsiderably.

The Paste Gun has a variable nozzle. Itcan fire a fine line up to 2 areas away.Alternately, it can be set to flood an area.The pistol can flood a 10 foot cube within15 seconds. As a power stunt, the Trapsterhas learned how to fire a line at a targetand retract it quickly, thus drawing thetarget to him if the object is lighter than he.If it’s heavier, the Trapster is drawn to it. Bythis method the Trapster can traversespace or hitch a lift on flying vehicles,much in the manner of Spider-man. Traps: The Trapster carries a variety ofspring-loaded spheres. These deviceshave Excellent material strength. Whenactivated, they snap open to reveal aseries of balls and discs; these rebounderratically and lock onto the limbs ofanyone they hit. A second type of trap isbased on the use of “memory wire”;when activated they spring out to form apredetermined shape. These are alsoused to ensnare or attack targets. Wall-walking Boots: These boots wererecently created to give the TrapsterRemarkable Wallclimbing. The bootscontain reservoirs of glue dispensedthrough the soles. Sensors in each solerelease small quantities of glue when theboot is pressed against a vertical orinverted surface. The glue sets instantly,allowing the Trapster to stand on thesurface. When he arches his foot to takeanother step, the sensors release a newflow of glue that detaches the previous,dry glue and adheres his boot to the newspot. Special braces in the leggingsassist the Trapster in walking in horizon-tal and inverted modes.

TALENTS: The Trapster is a superbchemist specializing in adhesives anddelivery mechanisms.

CONTACTS: He is a founding member ofthe Frightful Four but is currently es-tranged from all its past members.

BACKGROUND: Peter Petruski was aresearch chemist who invented anextremely adhesive “multi-polymer” liq-uid. He decided to use his invention tobegin a career as a supercriminal. Hehad a series of defeats at the hands ofthe Human Torch and ended up inprison. He won a special parole when hegave the Avengers a solvent for BaronZemo’s “Adhesive X” He used his free-

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dom to redesign his equipment anddevelop stronger adhesives. He thenjoined the Frightful Four. He remainedwith the group until he and the Wizardfinally fell out over professional disagree-ments. Shortly before its destruction, theTrapster invaded the Baxter Building inan attempt to plunder it. Unfortunatelyhe fell afoul of the building security sys-tems and became the first person ever tobe defeated by an empty building.

RUNNING THE TRAPSTER: Like theSandman, the Trapster is primarily a thiefrather than a conqueror, but, like the Wiz-ard, he has sights on more glamorousprizes, such as missiles or arcane inven-tions. The Trapster also suffers from a bit ofan inferiority complex; he is aware that heappears to be a ludicrous villain with anoutlandish weapon. He is still trying to livedown his original name, “Paste Pot Pete.”

SANDMANWilliam Baker a.k.a “Flint Marko”

F RM (30) Health: 175A RM (30)S IN (40) Karma: 46E MN (75)R TY (6) Resources: TY(6)I GD (10)P RM (30) Popularity: 0

KNOWN POWERS:Mineral Life: As the result of a freak acci-dent, Baker was transformed into livingsand. The sand functions identically to,and appears to be, normal flesh. However,Sandman can at will convert parts of hisbody to normal appearing, animate sand.Topology: The Sandman can remold hisbody into any shape he wants. This canbe used to do such acts as:• Form a hammer that does Amazing

damage against a target.• Form a cage of Incredible material

strength.• “Phase” through openings with Re-

markable ease.• Elongate by reshaping his body into

longer shapes. His maximum length is2 areas.

Armor Skin: Sandman’s altered bodygives him Amazing protection againstphysical attacks and Incredible protec-tion from most energy attacks, excludingheat-based attacks (see below).Sandblast: Sandman has the Incredibleability to fire a damaging spray of sand at

a target up to 2 areas away. The sanddoes Incredible damage or can be usedas an Incredible Grappling attack. Sincethe sand is part of his body, it eventuallyreturns to him.Molecular Conversion: Sandman has theability to ingest new sand and convert itinto the special type of sand that formshis body. In this way he doesn’t have toworry about gradually whittling himselfaway to nothingness.Healing: By using his Molecular Conver-sion power to give him new sandy“flesh;’ he can Heal up to half his dam-age per day.

WEAKNESS: Due to his peculiar chemi-cal nature, the Sandman has three weak-nesses. The first is an aversion to heatand flame. He has no defense againstsuch attacks. The resultant damageoccurs as his sandy flesh fuses intoimmobile glass. Note that such glass issloughed off as he Heals. If his entirebody is transformed into glass, there is apossibility that he would die. A red En-durance FEAT means that he is still alivebut trapped as an immobile glass statue.The statue would have to be pulverizedbefore he could regain animation.

The Sandman has a second weakness

to high winds of Incredible strength, suchas are generated by a vacuum cleaner.Such winds reduce him to a helplessmass of loosely blowing particles.

The third weakness is a susceptibilityto water-based powers of Monstrous rankor any being whose body form is LiquidLife. In such cases, Sandman finds thathe involuntarily is absorbed by theaquatic medium. A red Psyche FEAT isneeded to retain control of his body.

TALENTS: Baker was a petty criminalwithout skills.

CONTACTS: He is a founding member ofthe Frightful Four. After he renounced hiscriminal past, he became friends with theThing and has helped him in battlesagainst other supercriminals.

BACKGROUND: Baker was originally abrutal gangster whose crimes got himsent to Ryker’s Island. When he escapedhe fled south and eventually hid in amilitary nuclear test site near Savannah,Georgia. A freak accident involving radio-active steam transformed Baker intoliving sand. After he learned to controlhis powers, he returned to NYC to be-come a supervillain. He originally workedsolo but soon joined the Wizard in thenew Frightful Four. Unfortunately hissuccess record as a team member wasnot much better than his solo record. Hefinally split with the Frightful Four (er,Frightful Two) to join with Hydro-Man, asupervillain who could transform hisbody into living water. That led to thediscovery of his third weakness when heand Hydro-Man freakishly merged into amindless mass of mud.

When he and Hydro-Man finally man-aged to regain their independence,Baker decided he’d had enough. Heturned his back on his criminal past andreformed. The Thing is helping himthrough the process.

RUNNING SANDMAN: Sandman was thebasic blue collar supercriminal. He usedhis powers to rob rather than extort orconquer the world. Although the Wizardshowed him higher goals in the fields oftechnological theft and world conquest, theSandman’s heart was never in it.

His concerns now are in living downhis past and making amends for pastcrimes by battling current criminals. Heis the Thing’s drinking buddy and occa-sional partner in crimestopping.

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ANNIHILUSAnnihilus of Anthros

F IN (40) Health: 205A IN (40)S AM (50) Karma: 70E MN (75)R RM (30) Resources: MN(75)I GD (10)P RM (30) Popularity: -30

KNOWN POWERS:Body Armor: Annihilus wears a suit thatgives him Incredible protection fromphysical and energy attacks.Winged Flight: He can attain Remarkablespeed.Self-Sustenance: He can survive up to ayear without fresh air or food.Cosmic Control Rod: Annihilus’ weaponand tool collects cosmic energy andprovides its user with several usefulpowers. If he loses the Rod, Annihilus is-3CS on all FEATS, begins to age, andloses Endurance at the rate of 1CS eachweek.• Flight—Amazing speed.• Immortality• Regeneration—Amazing rank.• True Invulnerability—Amazing rank.• Radiation Emission—Cosmic ray blasts

of Unearthly intensity.• Kinetic Bolt—Unearthly intensity.• Molding—He can reshape inorganic

matter with Unearthly ability.

TALENTS: Annihilus is an engineer.

CONTACTS: None.

BACKGROUND: Annihilus is an artificialbeing created in the Negative Zone by acrashed Tyannese ship. When he exploredthe ship he discovered a knowledge trans-ference helmet that gave him the full rangeof Tyannese science and technology. Heused that knowledge to build his Rod fromdebris. He also developed mastery overthe insect-like lifeforms that arose on hisworld. He then set out to conquer the restof the Negative Zone.

Annihilus developed a psychotic fearof aging and death. He attacked anddestroyed anyone he thought might try totake his Rod and threaten his existence.This prompted him to attack the FF sev-eral times when they explored the Nega-tive Zone. He finally lost his Rod toBlastaar. As Annihilus began to age, hewent mad. He managed to break into theBaxter Building when the FF went ontheir extended exploration of the Zone.With the equipment of the Baxter Build-ing at his command, he built a giantforce field that would have merged theEarth and its Negative Zone counterpart,destroying both. Fortunately the FF re-turned in time. In a pitched battle, Annih-ilus was apparently slain when heplunged into that other world’s atmo-sphere.

He was, in fact, rescued by a gloatingBlastaar. Through the intervention of theFF, Annhilus regained his Rod. He nowcontinues to plot in the Negative Zone.

RUNNING ANNIHILUS: Annihilus is araging paranoid psychotic who will try todestroy anyone or anything that he be-lieves threatens his existence.

BASILISKBasil Elks

F TY (6) Health: 82A TY (6)S EX (20) Karma: 32E AM (50)R TY (6) Resources: PR(4)I TY (6)P EX (20) Popularity: 0

KNOWN POWERS:Radiowave Generation (Microwaves): Basi-lisk can emit a stream of Incredible Inten-sity from his eyes. The beam has powerrank damage and range. He developedthis power into a variety of other powers.Cold Generation: He has the Poor ability tocool a target’s surface 40 to 160 degrees.A layer of ice would appear on the targetwhen this power was used. Geoforce: He has the Excellent ability toincrease volcanic activity, even in pre-vious non-volcanic areas (such as theHudson River).Heat Generation: He can do Excellentdamage to targets by heating their inte-rior with his microwave emissions.Plasma Generation: He can fire blaststhat do Incredible physical damage,Excellent heat damage, and Excellentdisruption to radio transmissions andelectronic devices.Self-Sustenance: He can go for severalmonths without food or water.Teleportation: Amazing rank.True Invulnerability: Excellent rank. Whirlwind: Basilisk can attain Remark-able airspeed by creating heatedcolumns of air.Body Armor: Basilisk’s costume gives all hisbody but his head Incredible protection.

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TALENTS: Basil Elks is a petty criminalwith negligible skills.

CONTACTS: None.

BACKGROUND: Basil Elks was an un-successful petty criminal. He attempted tosteal the Alpha Stone, a Kree powersource. During the robbery, a guard’sbullet shattered the stone; the explosionengulfed him and transformed him intoBasilisk. He discovered the existence ofanother Kree gem, the Omega Stone, andsought it to further increase his powers.He fought Mar-Veil, Spider-Man, and theMole Man’s Subterranean horde beforehe finally gained its powers. He decidedto destroy civilization with a series ofvolcanic eruptions. He was defeated whenthe Thing trapped him within one of hisown volcanoes. Basilisk spent severalmonths freeing himself and digging to thesurface. He appeared in the basement ofthe just-completed Four Freedoms Plazaand was unceremoniously shot and pre-sumably killed by Scourge.

RUNNING BASILISK: Basil Elks was aninsecure person who wanted to lash outat the world that mocked him.

BLASTAARBlastaar of Balur

F EX (20) Health: 180A GD (10)S AM (50) Karma: 40E UN (100)R GD (10) Resources: EX(20)I GD (10)P EX (20) Popularity: 2

KNOWN POWERS:Energy Blasts: Blastaar can emit a dam-aging stream of neutrons from his handsThese blasts do Monstrous damage buthave only Excellent range (5 areas). Rocket: Blastaar can fly by releasingcontrolled neutron blasts from his fin-gers.Body Armor: Blastaar has a thick hidethat gives him Remarkable protection.

TALENTS: As a natural warrior, Blastaarhas Excellent Reason regarding militarymatters.

CONTACTS: Blastaar had previouslyallied himself with Annihilus and theSandman.

BACKGROUND: Blastaar was oncedictator of Baluur, his native world withinthe Negative Zone. Rebel forces cap-tured him and set him adrift in the debrisnear the gateway to the Marvel universe.Unfortunately, Reed’s first entrance intothe Negative Zone released Blastaar.Blastaar has attacked the Earth severaltimes but to no avail. He later recon-quered Baluur and has since led hispeople in carving an interstellar empirewithin the Negative Zone.

RUNNING BLASTAAR: Blastaar is aruthless, relentless warrior who believeshis raw power will overcome any enemy.

ELSPETH CROMWELL

F FE (2) Health: 16A PR (4)S PR (4) Karma: 80E TY (6)R GD (10) Resources: EX(20)I RM (30)P IN (40) Popularity: 30

KNOWN POWERS:Magic (Summoning): Cromwell has the

Remarkable ability to Summon supernat-ural beings to do her bidding. Unfortu-nately, she could also Summon higherbeings who were simply using her Sum-mons as an excuse to invade the Earth-Dimension. When she Summoned ademon, she could use its power to per-form various Power Stunts, including:• Power Negation—She could penetrate

Sue’s Monstrous rank force field.• Electrical Generation—She could emit

Remarkable intensity shocks.• Remarkable intensity Light Emission.• Exorcism—Cromwell has the Remark-

able power to drive disembodied be-ings out of the bodies they currentlypossess, freeing the original mind ofthat body. She could force supernaturalbeings of less than RemarkablePsyche to return to their home dimen-sion.

TALENTS: Cromwell possesses a MysticBackground and a formidable range ofOccult Lore.

BACKGROUND: Twenty years ago El-speth Cromwell discovered that super-natural forces did exist. She dedicatedher life to stopping them. She studied thearcane knowledge known as “BlackMagic” because “only fire can stop fire.”She became proficient at conjuring de-mons and using their powers for her ownends. Unfortunately she never realizedthe demons were in fact using her. Theywillingly answered her summons be-cause this enabled them to rampage onthe Earth. However, to stay on Earth theyneeded to shed the blood of an innocent.Since Cromwell never used them againstsomeone who fit that requirement, theywere required to return when their taskwas completed. Then Cromwell wascalled to Belle Porte to exorcise a housefull of demons masquerading as thehuman Benjamin family (in fact, Reed,Sue, and Franklin). In the battle thatfollowed, Franklin cut his head, thusproviding the split blood of an innocent.As Cromwell realized what she haddone, Mephisto appeared. AlthoughFranklin eventually freed himself and hisparents from Mephisto, Cromwell wasnot so lucky. As the price for her tamper-ing, she lost her life and soul.

RUNNING CROMWELL: She was ob-sessed with battling the forces of dark-ness. The ends justified the means, nomatter how drastic.

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DARKOTH THE DEATHDESTROYERMaj. Desmond Pitt

F AM (50) Health: 150A EX (20)S AM (50) Karma: 12E RM (30)R PR (4) Resources: noneI TY (6)P FE (2) Popularity: -20

KNOWN POWERS:Cyborg Body: Pitt’s original form was firstmutated then augmented with weaponand life-support systems. Sections of theskeleton were replaced by steel fittings(Monstrous Material Strength). Fingerswere equipped with steel talons (Incredi-ble damage). A prehensile tail was added(Good damage). Antennae called “Fire-horns” were added to focus Darkoth’spsionic powers.Armor Skin: Darkoth’s leathery hide gavehim Amazing protection from physicalattacks and intense heat.Heat Emission: Darkoth could create heatwaves of Amazing Intensity.Kinetic Bolt: Darkoth could emit blasts ofExcellent intensity.Mind Control: Darkoth had the Excellentability to induce insanity.Phasing: Darkoth could become intangi-ble with Excellent rank.Winged Flight: The small bat-like wingson Darkoth’s ankles gave him Typicalflying speed.

TALENTS: Pitt was a skilled test pilot.

CONTACTS: Pitt had the Thing and theUSAF as Contacts. Darkoth had none.

BACKGROUND: Major Pitt was a fellowtest pilot with Ben Grimm. Though theirlives went in different directions the menremained friends. Pitt later joined NASAand its Solar Shuttle Project (an orbitalpower station). Pitt discovered two trau-matic things-his wife was dying of aterminal disease and Latverian spies hadinfiltrated the project. Unable to solve hiswife’s problem, he decided to destroy thespy network from within. He posed as acollaborator but did not tell his superiorswhat he was up to. Pitt was so valuableto the spies that Doom even learned ofhis work. Unfortunately, Mrs. Pitt diedand the major got careless in his grief.His double-agent activity was discoveredby the other spies; higher placed opera-

tives within NASA denounced Pitt as atraitor, then secretly seized him andbrought him to Latveria. The U.S. gov-ernment assumed he’d been killed by hisco-conspirators.

In fact Doom decided to make an ex-ample of Pitt. Pitt was subjected to sev-eral months of chemically inducedmutation. As the final step, Doom erasedPitt’s memory and gave him a new oneas Darkoth, a demon summoned to actas Doom’s personal warrior. Darkoth wassent to capture the FF, which he did.With the idea that the truth would drivePitt mad, Doom then told Darkoth his realidentity. Darkoth went berserk, freed theFF, and pursued Doom onto his spaceshuttle. In a battle in space, Darkothdestroyed the ship. He plunged into theatmosphere and crashed in the Texasdesert.

Diablo witnessed the fiery descent andrescued the dying Darkoth. As he healedDarkoth, he learned that Darkoth and hehad a common enemy in Doom. Diablodecided to use Darkoth to destroy Doom.He gave Darkoth the powers of flight andPhasing, as well as sapping Darkoth’swill. However, when Darkoth discoveredthat Diablo’s plans included killing Ben,he rebelled and regained his will. In a

pitched battle, Darkoth threw himself andDiablo into a mass of exploding equip-ment. Darkoth died.

RUNNING DARKOTH: As Pitt, he was acareer pilot. As Darkoth, he was a ragingberserker. When he regained his mem-ory, he became obsessed with destroyingDoom.

DIABLOEsteban Diablo a.k.a. “Mr. Olbald”

F GD (10) Health: 32A TY (6)S TY (6) Karma: 66E GD (10)R RM (30) Resources: GD(10)I TY (6)P EX (20) Popularity: -10

KNOWN POWERS:Alchemical Magic: Diablo’s powers areall derived from arcane compounds. Thecompounds have different forms andmanners of use. Forms include gases,smokes, liquids, powder, and tablets. Thepotions may be consumed by Diablo orhis intended victim, administered exter-nally, thrown at the ground for an areaaffect, or thrown at the target for a spe-cific effect. Diablo has troves of premadepotions stashed throughout the world. Hecarries the formulae in his head and caneasily duplicate any formula if he has theproper ingredients. Normally he carries4-40 potions hidden in various pockets inhis costume. As a last resort, he keepshis Regeneration potion soaked into hismoustache.Neural Manipulation (Paralysis): Thisexploding tablet releases a paralytic gasof Excellent effect over two areas.Body Transformation (Protoplasm): ThisIncredible potion transforms whoeverdrinks it into a mass of protoplasm. Theperson’s consciousness and lifeforceremain unaffected. While in this form, aperson is immune to energy attacks andtakes only half damage from physicalattacks.Emotion Control: This Excellent potionmust be drunk by the victim. Once this isdone, that person feels whatever emo-tions Diablo desires.Explosives: These are nonmagical explo-sives that are thrown as miniature gre-nades; Diablo can throw them 1 area.They do Incredible damage.

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Immortality: Diablo needs to drink thispotion annually to maintain the appear-ance and health of a man in his 30s. Imitation: This Remarkable potion en-ables the drinker to transform his appear-ance to that of any other person.Iron Will: This potion gives the drinkerIncredible control over his own body. Hecan even postpone dying while underthis potion’s effects.Lifeform Creation: This Unearthly potionhas the ability to transform inanimatematter into living flesh. It must be pouredinto an existing object. It does notchange the external appearance of theoriginal matter but it does change theinterior into functional organs and bodilyfluids.Matter Animation (all forms): This Remark-able potion brings to life whatever it ispoured over or mixed with. If used on acorpse, it produces a zombie.Mind Control: This exploding tablet giveshim Remarkable control over the con-scious mind of whoever breathes itsfumes. Molding: This Amazing potion can bemixed with the Molecular Conversionpotion to reshape whatever it is pouredover.Molecular Conversion: This Amazingpotion transmutes the chemical nature ofwhatever it is poured over. The basicformula can be infinitely varied to pro-duce specific effects. In game terms,Players or Judges must write down be-forehand what particular effect eachsample might produce.“Nature Control”: This potion gives thedrinker Incredible control over one of thefour “Elements”—Earth, Water, Air, andFire. Only one of the potions can be usedat one time, unless they are used toanimate an Elemental golem. Regeneration: This Remarkable potioncan cure any injury or illness suffered bywhoever consumes it.Sleep (Induced): This volatile potion hasthe Incredible ability to knock out who-ever drinks it or inhales its fumes. Suspended Animation: This potion placeswhoever drinks it in a Remarkabletrance.

TALENTS: Diablo is the world’s foremostexpert on Alchemical Magic. He alsogains +2CS with thrown objects due tohis centuries of practice throwing vials atpeople.

CONTACTS: None.

BACKGROUND: Esteban Diablo wasborn in 9th century Spain, the son of anobleman. He developed an intenseinterest in Alchemy and roamed Medie-val Europe seeking knowledge. Within adecade, he had learned and exceededall the known Alchemical practices. InTransylvania he established a laboratoryin a castle he acquired through question-able means. Diablo’s reign of terrorended when a mob of enraged peasantstrapped him in a crypt in his own castle.There he remained for 1000 years.

The FF were vacationing in Transylva-nia and chanced to stay in Diablo’s cas-tle. As Ben slept, Diablo gained controlof his mind and commanded him tobreak open the crypt. Diablo then em-barked upon a plan of world conquest.The FF and others have always defeatedhis schemes.

Recently he decided he needed alliesunder his direct control. He noticed thatthe FF’s powers all corresponded insome way to the four “natural elements.”He fashioned four “Primal Elementals”and set them to defeat the FF. Unfortu-nately, while the Primal Elementalsproved they could probably kill most ofthe FF’s members, they were defeated

by their opposing number in the FF.When Crystal joined the new FF, headded another golem, the Transmutant,to counter her powers. The plan almostworked until Ms. Marvel (II) showed Dia-blo the Primal Elementals’ oneweakness—they cease to exist if Diabloloses consciousness.

RUNNING DIABLO: Diablo enjoys caus-ing panic and destruction. He wants toconquer the world but since he has alimited budget, he must work slowly.

AIR ELEMENTAL

F RM (30) Health:100A GD (10)S RM (30) Karma: 10E RM (30)R TY (6)I FE (2)P FE (2)

KNOWN POWERS:Air Animation: Incredible rank.Whirlwind: Incredible rank.

WEAKNESS: It exists only as long asDiablo remains conscious.

WATER ELEMENTAL

F RM (30) Health:100A GD (10)S RM (30) Karma: 10E RM (30)R TY (6)I FE (2)P FE (2)

KNOWN POWERS:Water Animation: Incredible Rank

WEAKNESS: It exists only as long asDiablo remains conscious.

EARTH ELEMENTAL

F RM (30) Health: 145A GD (10)S MN (75) Karma: 10E RM (30)R TY (6)I FE (2)P FE (2)

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KNOWN POWERS:Earth Animation: Incredible rank.True Invulnerability: Remarkable rank.

WEAKNESS: It exists only as long asDiablo remains conscious.

FIRE ELEMENTAL

F RM (30) Health: 100A GD (10)S RM (30) Karma: 10E RM (30)R TY (6)I FE (2)P FE (2)

KNOWN POWERS:Energy Body (Flame): Remarkable rank. Fire Control: Remarkable rank.Fire Generation: Remarkable rank.True Flight: Remarkable speed.

WEAKNESS: It exists only as long asDiablo remains conscious.

TRANSMUTANT

F RM (30) Health: 100A GD (10)S RM (30) Karma: 10E RM (30)R TY (6)I FE (2)P FE (2)

KNOWN POWERS:Molecular Conversion: Incredible rankbut limited to Contact-only range.

WEAKNESS: The Transmutant existsonly as long as Diablo remains con-scious.

DOCTOR SUN

F EX (20) Health: 100A EX (20)S RM (30) Karma: 135E RM (30)R IN (40) Resources: EX(20)I EX (20)P MN (75) Popularity: 0

KNOWN POWERS:Cyborg (Mechanical Body): The onlyhuman parts of Dr. Sun are his brain andspinal cord. These are enclosed in a

plasma-filled life support system. Thesystem has Monstrous Material Strength.The original system was immobile andpossessed only the abilities to see, hear,and speak. During this period Dr. Sun’sFighting, Agility, and Strength ranks wereall Shift-0. Later Dr. Sun fitted himself toa robotic body that provided him withmobility, increased Abilities, and somepowers. Should Dr. Sun have ever beenwithout his robotic body, his Healthwould drop to 30.Bio-Vampirism: (This power only appliedto Dr. Sun when he still possessed hisoriginal brain.) Dr. Sun was dependenton a fresh supply of human blood andplasma to maintain his life support sys-tem. He needed new blood every 75hours to keep his brain alive.Body Armor: Sun’s braincase has Mon-strous material strength. His robotic bodypossesses Amazing material strength. Mind Transferal: Sun has the ability totransfer his consciousness and lifeforceinto any computer of at least IncredibleReasoning capability.Mind Control: Dr. Sun has the Monstrousability to control people’s consciousthoughts and actions.Kinetic Bolt: The robot’s hands areequipped with devices that fired bolts ofRemarkable Intensity.Linguistics: Dr. Sun is able to understandany language, especially computercodes, with Remarkable ease. Teleportation: The robot body is equippedwith a teleportational device of Mon-strous range.

TALENTS: Dr. Sun is a brilliant inventorand medical technician.

CONTACTS: None.

BACKGROUND: Dr. Sun was a scientistworking in the People’s Republic ofChina during the Cultural Revolution.Sun devised a program whereby a hu-man brain could be removed from itsbody and supported indefinitely in a lifesupport system. A political enemy man-aged to sentence Sun to death, thendecided Sun should be the test subjectof his own program.

The initial operation succeeded betterthan expected. When Sun’s mind wasconnected to a computer bank, he sud-denly developed psionic powers. Heattacked the doctors, then forced thesurvivors to serve him. He kept his sur-vival and powers a secret from the Chi-

nese government and eventually leftChina completely.

Because of his dependence on humanblood, Dr. Sun became involved with thestudy of real vampires. He decided that avampiric army could serve him and con-quer the world, but first he needed toconquer the vampires. He fought Draculaa number of times, drained most of Drac-ula’s powers, and even managed to “kill”him once.

After Dracula defeated his plans, Dr.Sun switched tactics. He discoveredNova (1)’s link to the supercomputers ofXandar. He captured Nova and intendedto plug into the computers from Earth.When the Sphinx commandeered Nova’sship directly to Xandar, Sun abandonedhis body and invaded the Xandariancomputers directly. When the FF laterarrived with H.E.R.B.I.E. in tow, Sundownloaded into that robot’s body. Uponreturning to Earth, he tried to destroy theFF by turning their headquarters againstthem. He took possession of the BaxterBuilding’s computer system. This freedH.E.R.B.I.E., who flew into the computerbank where Sun was isolated. Dr. Sunwas finally.destroyed in the resultantexplosion.

RUNNING DOCTOR SUN: Dr. Sun was aruthless scientist and would-be con-queror. When he lost his body, he alsolost any identification with the humanrace.

DRAGON MAN

F GD (10) Health: 145A GD (10)S AM (50) Karma: 8E MN (75)R FE (2) Resources: noneI FE (2)P PR (4) Popularity: 0

KNOWN POWERS:Android: Dragon Man is an Android cre-ated by Prof. Gilbert and given life byDiablo.Extra Body Parts (Tail): His tail can beused as a weapon to attack foes behindhim.Fire Emission: Dragon Man can exhale aMonstrous Intensity blast of fire. Themaximum range for the blast is two ar-eas. He can only emit 20-25 such blastsbefore he needs to refuel.Flight: Dragon Man’s wings and an inter-

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nal anti-gravity device combine to givehim Good speed (60 mph).Armor Skin: His leathery hide gives himIncredible resistance to physical andenergy attacks.

WEAKNESS: Energy (Sonics): TheDragon Man undergoes startling moodchanges if he is subjected to certainfrequencies of ultrasonic sound. Depend-ing on the frequency, the Dragon Manmay become enraged, determined, con-fused, or docile. In game terms, he mustmake a Psyche FEAT each round that heis subjected to the sounds. The moodshift occurs when he fails; if the fre-quency changes, he must make a newFEAT or shift again, and so on.

TALENTS: None whatsoever, despiteProf. Gilbert’s attempts to teach him.

CONTACTS: Dragon Man is the creationof Prof. Gilbert of State University, whoremains devoted to his creation.

BACKGROUND: Professor GregsonGilbert is a researcher studying the ef-fects of super-powers. To help his re-search he decided to build an androidthat would presumably be more powerfulthan the FF. To this end he constructed a15-foot tall, three ton anthropoid dragon.Unfortunately he had no way of bringinghis creature to life. When Diablo learnedof Gilbert’s creation he provided an elixirthat transformed the Dragon Man statueinto a living being. Diablo soon discov-ered the Dragon Man possessed anuncontrollable will of his own, a factdiscovered by several villains who latertried to use the creature for their ownends. Dragon Man was finally returned toProf. Gilbert, who is caring for him andfinally putting him to his original aca-demic purpose.

RUNNING DRAGON MAN: DragonMan’s personality is essentially that of achild. His behavior matches that of a two-year-old, assuming the tyke had DragonMan’s body and powers. He likes to play,especially with dolls or pets (it’s unknownwhich category people fit into). It is onlywhen he throws a tantrum or falls undersomeone’s influence that Dragon Manacts like a villain.

ELIMINATOR

F RM (30) Health: 90A GD (10)S RM (30) Karma: 12E EX (20)R TY (6) Resources: N/AI PR (4)P FE (2) Popularity: -10

KNOWN POWERS:Cyborg Body: The Eliminators appear tobe ten-foot-tall bald men in red armor. Intruth the bulk of the Eliminator’s body,particularly the limbs and skeleton, havebeen replaced by mechanical parts andinternal weapons systems.Body Armor: The Eliminator possesses ametallic skin of Monstrous MaterialStrength.Fire Generation: Fingertip jets can emitblast of Remarkable intensity.Magnetism: The Eliminator is equippedwith a tractor beam of Monstrous rank.As a Power Stunt, the Eliminator cantrigger an internal overload of this powerthat creates a blast of Unearthly intensity.This destroys the Eliminator and doespower rank damage to anything within asingle area.

Hyper-breath: Vacuum vents built into hisboots have the Amazing ability to sud-denly remove all the air in a target area.This can be developed into Power Stuntssuch as:• Extinguishing flames of up to Amazing

intensity.• Creating small windstorms of Amazing

intensity.“Omni Beam”: This Remarkable power isactually the simultaneous use of PlasmaGeneration and Mind Blast. The OmniBeam is fired from the Eliminator’s fore-head.Life Detection: The Eliminator has Poorrange (1 area).Vehicle: The Eliminator is equipped withan egg-shaped flier with Remarkableairspeed. The flier has Excellent Materialstrength.

TALENTS: None.

CONTACTS: The Eliminators were cre-ated by the New Salem Witches, butsince the Eliminators were only tools, it isunlikely the New Salemites would haveassisted the creations.

BACKGROUND: The Eliminators werewarrior cyborgs created by the NewSalem Witches. Each was created for aspecific purpose. For example, the firstone fought by the FF had been assignedto destroy all traces that Agatha Hark-ness had ever dwelt in the outside world.This mission included the destruction ofWhisper Hill and the deaths of the FF.Once an Eliminator’s mission was ac-complished, it was programmed to de-stroy itself.

RUNNING AN ELIMINATOR: Eliminatorswere monomaniacal berserkers. Whenbeginning a mission they operated se-cretly; an Eliminator would only reveal itsexistence when either the mission wascompleted or the Eliminator felt he had asafe position to do so.

EGO, THE LIVING PLANET

F CL1000 Health: 6502A FE (2)S Z (500) Karma: 800E CL5000R X (150) Resources: N.A.I X (150)P Z (500) Popularity: 0

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KNOWN POWERS:Sidereal Propulsion Unit: this device wascreated by Galactus to propel Ego atCL1000 speed into the intergalactic void.Ego has since discovered how to controlthe unit.Absorption Power: Ego has the CL1000ability to feed on stellar energy or thelifeforces of masses of beings.Shape Change: Ego has the Unearthlyability to transform any part of its surfaceor interior. This enables Ego to createsurface features, attack intruders, and soon. It can be used to create such PowerStunts as:• Create attacking tendrils up to 100

miles long that do Unearthly damage ifthey hit a target.

• Create “humanoids” from its surface.These can travel independently of Egobut remain under his control.

Clairvoyance: Ego has Shift-Z ability toprobe either deep space or his own inte-rior.Gravity Control: Ego can use his owngravity to attack other worlds withCL1000 damage.Kinetic Blast: Ego can emit CL1000blasts.Mind Blast: Ego can emit blasts ofCL1000 rank.Power Transferal: Ego can instill portionsof his powers in the beings he createsfrom his body. The Powers have ranksfrom Feeble to Unearthly.Regeneration: If Ego is dispersed, he canregather his mass and reform his plane-tary body.Telepathy: Ego has Shift-Y rank.

TALENTS: Ego has Astro-Navigationalskill.

CONTACTS: None.

BACKGROUND: Ego is a unique being,a planet that attained life and self-aware-ness without being first infused with thelifeforce of an Entity. Ego appears to be aluna-sized planet made into a caricatureof a bearded man’s head. He was bornin the “Dark Galaxy,” an opaque nebulasomewhere near the Milky Way. Egodecided to conquer the galaxy by send-ing forth super-powered beings formedfrom Ego’s own matter. Thor put an endto this when he created a planetwidestorm that stunned Ego. Ego renouncedhis plans for conquest. When Galactusattacked Ego months later, Thor returnedto help Ego drive off the world-devourer.

Ego went mad after a portion of hismass was removed and formed into ashort-lived being called Ego-Prime. Egobattled Thor, Firelord, Galactus, andHercules before Galactus attached thesidereal propulsion unit that sent Egocareening into the intergalactic void.

A year later, Ego had mastered theunit’s controls and set off in pursuit ofGalactus. His first stop was Earth, whichhe almost destroyed as he approachedtoo closely. The FF invaded Ego andmanaged to disable one of the two en-gines. When Ego activated the remainingengine, he sailed into the sun and almostperished. He is currently conspiring todestroy Galactus with the other Elders ofthe Universe.

RUNNING EGO: Ego is concerned withonly two things. First, he must protecthimself. The second concern is the de-struction of Galactus, the only creature inthe universe older and perhaps moremighty than the Elders.

Ego can be friendly and cooperativewith smaller life but it will turn on thosepeople when they no longer serve Ego’sneeds.

GORMUU

F RM (30) Health: 290A GD (10)S UN (100) Karma: 30E X (150)R GD (10) Resources: N/AI GD (10)P GD (10) Popularity: -50

KNOWN POWERS:Absorption Power: Gormuu has the Shift-Z ability to transform any energy intopersonal power. This gained energy isautomatically transferred to his Growthpower on a point for point basis. Thepower absorbs any intensity of energy;however, only intensities above Good canfuel his Growth power.Growth (Atomic Dispersal): Gormuu hasthe ability to rapidly increase in size byincreasing the distance between hisatoms and subatomic particles. Thispower works exponentially at a Goodrank. That is, each time he grows heexpands to four times his previous size.This leads to an accelerating cycle inwhich Gormuu can grow to any arbitrarilylarge size (which is precisely what hap-pened). Gormuu can shrink at a similar

rate if he is no longer absorbing energythrough his Absorption Power. BecauseGormuu is only inflating in size, hismass, Fighting, and Strength ranks donot increase. He does become an easiertarget, which is desirable for him sincebeing attacked in turn fuels his Growthcycle.

TALENTS: unknown.

CONTACTS: unknown.

BACKGROUND: Although other alienshad landed on Earth in the distant past,Gormuu was the first to attempt to con-quer it in recent history. He landed hissaucer outside Central City, California,and immediately announced his inten-tions to the first humans he met. In thiscase, it was Reed and Sue, who werehorrified to realize that Gormuu hadcome to conquer Earth. Gormuu laughedand trudged off to wreak havoc. As Cen-tral City’s leading scientist, Reed as-sisted in the defense against Gormuu.When the Soviets delayed the US’ use ofnuclear weapons against Gormuu, Reedhurried off to Gormuu’s ship in hopes offinding a method to stop him.

Reed recognized that Gormuu’s spar-tan ship was filled with energy relays. Healso noticed that the depths of Gormuu’sfootprints did not increase as he grew.Reed hit upon a desperate plan. He builtan energy relay of his own and aimed itat Gormuu. The invader welcomed theadditional power at first; then he realizedthat he was growing intangible. The lastthe Earth saw of Gormuu was a greennebula that quickly faded from sight.

Gormuu had a lasting effect on Reed,who realized that not all spacefaringraces were friendly. This drove his ambi-tion to perfect his starship and leddirectly to its fateful voyage.

RUNNING GORMUU: Gormuu is a world-conqueror. It is unknown what Gormuuintended to do had he succeeded. It isalso unknown if Gormuu acted indepen-dently or if he was sent to Earth by un-suspected forces.

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HATE MONGERAdolph Hitler

F GD (10) Health: 50A GD (10)S GD (10) Karma: 60E EX (20)R GD (10) Resources: EX(20)I GD (10)P IN (40) Popularity: -30

KNOWN POWERS:Serial Immortality (Premade): The HateMonger is the name for a series of clonesof Adolph Hitler. The basic clone is adisembodied brain that supposedlyhouses Hitler’s intellect and personality.The brain is able to transfer its personal-ity to any of the previously grown Hitlerclone bodies. If the currently active bodyis killed, the Hitler mentality returns firstto the main brain, then later to a wholebody.Emotion Control (Hatred): The villain’sHate-Ray has the Monstrous rank abilityto inflame people’s emotions to purehatred. It operates by bombarding aperson with special high-frequency mi-crowaves that directly affect the areas ofthe human brain that control emotion.The victim experiences unusually highdread, fear, and anger which crystallizesaround some latent hostility the victimalready possesses. The H-ray can alsospecifically reverse love into devastatinghatred. The H-ray can be built into apistol for aiming at a single person orsmall group or it can be built into acannon-like device that can be fired from

space to affect large areas.

TALENTS: The Hate-Monger possessesthe Military and Political skills of his tem-plate.

CONTACTS: Because of his appear-ance, the Hate-Monger can call on anyneo-Nazi organization in the world.

BACKGROUND: In the closing days ofWWII, Nazi scientist Arnim Zola per-fected the techniques for both cloningand transferring a person’s conscious-ness into another, distant body. An in-trigued Hitler allowed Zola to use thetechniques on him. When the first Hu-man Torch incinerated Hitler in 1945, theFuhrer’s mind was transferred into awaiting cloned brain.

Over the years, Zola experimented onthe brain and grew several clone bodieswith Hitler’s DNA. Zola treated the brainand bodies in order that one’s mentalessence could be freely transferred toanother. Finally, the time came to act.The clone took the masked identity of theHate-Monger; he reasoned that by in-flaming the hatred of the free worldagainst itself, he could destroy it. TheHate-Monger began to operate on sev-eral fronts. In the U.S. he began toopenly preach civil strife and test hissmall-scale H-ray. He simultaneouslytested his large scale equipment in thecivil-war-torn country of San Gusto. Theoriginal Hate-Monger was defeated bythe FF with the help of Nick Fury andslain by his own men. There were at

least six later Hate-Mongers, including aheadless android whose brain Zola in-tended to transplant into Captain Ameri-ca’s body. All the clones died nastydeaths.

The Hate-Monger’s short-lived alliancewith the Red Skull proved his undoing.Together they had constructed their ownCosmic Cube. The Red Skull convincedthe Hate-Monger that the cube couldhouse his intellect and give him greaterpower. He lied. The mind of the Hate-Monger is now apparently trapped in thatcube, in an unknown location.

RUNNING THE HATE-MONGER: TheHate-Monger wants to conquer the worldby making the nations of the Earth tearthemselves apart. He is a ruthless mad-man who will sacrifice his entire forcesand even his body to achieve his ends.

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HATE-MONGER IIIH. M. Unger

F TY (6) Health: 18A TY (6)S TY (6) Karma: 95E GD (10)R GD (10 Resources: EX (20)I GD (10)P MN (75) Popularity: Special

KNOWN POWERS:Android Body: Hate-Monger is an an-droid built by the Psycho-Man to conquerEarth.Imitation: His body is designed to dupli-cate the appearance of any normal hu-man, whether male or female. He isunable to duplicate another’s powers, norcan he take the form of extremely alteredpeople, such as the Thing.Emotion Control: The Hate-Monger hasan internal version of the Psycho-Man’sControl Box. He has the Amazing rankability to distort people’s thinking andmake them feel intense hatred againstanyone he chooses; however, this onlyworks at close range (2 areas). If he cantouch his victim, his power increases toUnearthly rank. The initial hate-effectlasts for 1-10 hours.

Pamphlets: To further his reach, theHate-Monger has distributed pamphletstainted with mind-altering chemicals.These act on contact to attack the victimwith Remarkable Emotion Control. Thepre-programmed effect is usually a mag-nification of some minor irritation or sub-tle prejudice. The effect lasts for 1-10hours after the last contact with the pam-phlet. Each pamphlet can function 10-100 times. Note that the chemicals in thepamphlet must make direct skin contact.

TALENTS: The Hate-Monger has Psychi-atric Skills that enable him to effectivelynurture and direct a victim’s hatred.

CONTACTS: The Hate-Monger has onelasting contact in his creator, Psycho-Man. He can also control any groupfavorable to his given appearance at thetime; for example, white supremacistswould assist his blond, blue-eyed H. M.Unger self.

BACKGROUND: Psycho-Man created theandroid H. M. Unger (say the name aloud)as his tool to conquer Earth. He equippedUnger with the ability to spread hatredthrough mind control and the shapeshiftingability to appear favorably to any givengroup of victims. Psycho-Man then accom-panied his creation to New York, althoughhe remained in the shadows himself. Un-ger was able to inflame most of the cityand even bring Sue Richards under hiscontrol as the villainess, Malice. Reed wasable to counteract Unger’s mind controls,first over Sue, then over the rest of the city.As his power waned, Unger was assaultedby the mysterious vigilante, Scourge.

RUNNING HATE-MONGER III: Unger isa lying, duplicitous fiend who can amplifyanyone’s pet peeve into an unholy cru-sade. He is subservient, even afraid, ofhis master, the Psycho-Man.

MEPHISTOa.k.a. Satan, Mephistopheles, Lucifer,Beelzebub, and “The Devil”

F MN (75) Health: 3225A MN (75)S MN (75) Karma: 250E CL3000R MN (75) Resources: CL3000I MN (75)P UN (100) Popularity: -1000

KNOWN POWERS:Demonic Form: Mephisto is a hostilesupernatural being.Power Source: Mephisto derives hispowers from his pocket dimension ofLimbo. If he is away from Limbo, hisEndurance drops to CL1000.Dimension Travel: Unearthly rank.Diminution (Atomic Shrinkage): Unearthlyrank.Enchantment: Mephisto has the Shift-Zability to create magical items, usually forthe use of his minions.Enlargement (Atomic Growth): Unearthlyrank.Forced Reincarnation: Mephisto has theUnearthly ability to take a disembodiedsoul and place it into a new body.Immortality: Mephisto does not age, atleast not at a rate humans can recog-nize.Invisibility (all types): Unearthly rank.Kinetic Bolts: Mephisto can fire blasts ofMonstrous rank.Levitation: Unearthly rank.Magic Control: He has Unearthly controlover any magic anyone tries to use in hisrealm.Matter Control (all forms): Unearthly rank.Neural Manipulation: He has Unearthlycontrol over victims’ nervous systems

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and can cause up to power rank dam-age.Power Control: He has Unearthly controlover any physical powers anyone elsetries to use in his dimension.Shapechange Others: He can do this withUnearthly rank.Shrinking (Atomic Shrinkage): Unearthlyrank.Sleep (Induced): Unearthly rank.Spirit Storage: He has the CL5000 abilityto seize and hold indefinitely millions ofsouls.Summoning: He has Unearthly controlover lesser supernatural beings.Gateway: Unearthly rank.True Invulnerability. He has Amazingprotection from any attack except Magic.Undead Control: He has Unearthly con-trol over the lower forms of the undead(skeletons and zombies, mostly).

WEAKNESSES: There are two things hecan never do. First, he can not read theminds of any sentient being. Second, hecan not control another being withoutthat being’s prior permission.

TALENTS: Mephisto has all the OccultLore you can imagine.

CONTACTS: (are you kidding?)

BACKGROUND: Mephisto is a real,bona fide demon, an Entity of greatpower who has been corrupted with time.He dwells in a home dimension thatresembles the Judeo-Christian conceptof “Hell” and maintains the illusion thathe is that religion’s supreme evil being.He is not, but he finds the charade usefulin his eternal search for souls to corrupt.

It is unknown what Mephisto does withthe souls he collects. He prefers humanones, though he has repeatedly tried totake the Silver Surfer’s soul. He pos-sessed Shalla Bal’s soul and reincarnatedit as an Earth woman. He also possessesthe soul of Cynthia von Doom, Dr. Doom’smother. Dr. Doom is constantly seekingways to free his mother. One method wasto trade Franklin Richards for her. Thatplan failed when Franklin defeatedMephisto (again).

RUNNING MEPHISTO: Mephisto hasthree main goals—collect souls, controlpeople, and instill fear. He uses people’spreconceived ideas of demonic behaviorto further his goals. After losing two bat-tles with Franklin Richards, Mephisto

now holds a special grudge against theboy.

MIRACLE MAN

F PR (4) Health: 26A GD (10)S TY (6) Karma: 160E TY (6)R RM (30) Resources: PR (4)I RM (30)P UN (100) Popularity: 30

KNOWN POWERS:Hypnotic Control: Miracle Man pos-sessed Unearthly powers of hypnosisand suggestion. The power enabled himto achieve control without verbal com-mands. The power could affect anyonewho made eye contact with him, even ifthe victim was only watching MiracleMan over a television monitor. He devel-oped his Power in ways that mimickedother powers:• Animate Image: He could bring existing

images to apparent life. The “real”images could inflict psychosomaticinjury on their victims.

• Invisibility (Telepathic): He could be-come effectively invisible by makingpeople ignore his existence.

• Illusory Duplication: He could makedecoys of himself.The following powers were taught him

by the Cheemuzwa Tribe:Hyper-Strength: Amazing rank.Kinetic Bolt: Amazing rank.Lifeform Creation (Androids): AmazingrankMatter Animation (Solids): Amazing rank. Power Transferral: He could invest hisandroids with his powers.

Note: as a side-effect, he gained thepower of Hard Radiation Control. HisAmazing rank causes the radioactivity ofany nuclear material within 50 miles toincrease + 1 CS for each hour he usedhis powers. When he sleeps, the radioac-tivity automatically returns to normal.

TALENTS: He is a barely adequate stagemagician and hypnotist.

CONTACTS: None.

BACKGROUND: The Miracle Man beganhis career as a cheap stage magician. Hewasn’t very good but he discovered hewas subconsciously hypnotizing hisaudience into “seeing” him perform

incredible tricks. One night he saw thethen-new FF sitting in the audience; heboasted his powers were greater thantheirs and apparently proved it when hehumiliated the Thing onstage. That nighthe decided it was time he used hispowers to get really rich as a super-criminal. His career came to a screech-ing halt when Reed deduced that theMiracle Man’s powers were all illusions.A burst of light from the Human Torchblinded him and destroyed his powers.

Eventually his vision returned but nothis original powers. He sought trainingfrom the Cheemuzwa Tribe, a group ofAmerindian psychics. They gave himpsionic powers that he used to appar-ently destroy the surviving tribe mem-bers. He then tried to destroy WyattWingfoot’s tribe but was defeated by thetimely arrival of Wyatt, the Torch, theThing, and Medusa. The Cheemuzwareappeared, explained they had reallybeen ghosts all along, and took MiracleMan away to another plane where theytried to teach him to use his powersproperly. He escaped once and returnedto wreak havoc before he was defeated

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by the Thing. The Cheemuzwa destroyedhis powers and gave him amnesia.

He joined a monastery. There he en-countered Daimon Hellstrom and some-how gained the latter’s Darksoul. Thisrestored his mind and all his powers.Another brief rampage followed beforethe Darksoul left his body. Miracle Manfinally lost his Cheemuzwa-taughtpowers but he retained his original hyp-notic power.

Several months later he decided heneeded an ally and attempted to free theRhino, who was en route to the PegasusProject for treatment. Coincidentally, theThing was on the same bus the impover-ished Miracle Man was riding. The hyp-notized Rhino fought the Thing butturned on Miracle Man when the latter’shypnosis was revealed. Miracle Man wasfleeing the scene when he was killed byanother bus passenger, Scourge.

RUNNING MIRACLE MAN: He was anegotist who wanted the world to acknowl-edge his greatness and power. If hedidn’t have enough power to commandthe world’s attention, then he set out togain more.

MOLE MAN

F GD (10) Health: 54A PR (4)S GD (10) Karma: 70E RM (30)R RM (30) Resources: IN (40)I GD (10)P RM (30) Popularity: 0

(100 to MoloidSubterraneans)

KNOWN POWERS:Abnormal Sensitivity: Mole Man’s eyesare extremely sensitive to light. He isvirtually blinded by normal illumination.To counter this, he wears protectiveglasses that both reduce bright light tolevels he can tolerate and increase dimlight to levels by which he can see.Hyper-Hearing: Mole Man has Typicalhearing that enables him to find his wayaround in the unlit depths of the earth.Hyper-Touch: Mole Man has Typicalsensitivity and can identify things bytouching their surface if he succeeds in agreen Reason FEAT.Weapon Staves: Mole Man has a seriesof similar-looking staves (6 ft. long, madeof wood or aluminum) which contain a

weapon and additional features. Allstaves include a galvanic response meterthat is tuned to the Mole Man’s body; thisprevents anyone else from activating hisstaves.Radar: All staves contain the Good abilityto electronically map out the surround-ings. The information is relayed as aseries of braille dots.Electrical Generation: Incredible rank.Fire Generation: Remarkable rank.Light Emission (Laser): Incredible rank.Vibration: Incredible rank.

TALENTS: Mole Man’s life has made himan expert on subterranean geography,spelunking, understanding Deviantweapons systems, and monster training.

CONTACTS: He was once an ally of theRed Ghost and Kala, leader of the Out-casts.

BACKGROUND: Little is known of MoleMan’s past, save that he was shunned bythe world because of his homeliness.While wandering the forgotten areas ofthe world, he discovered Monster Islandin the Bermuda Triangle and the island’scavernous entrance to Subterranea.There he mastered the branch of Subter-raneans now called the Moloids. He usedthe creatures and technology he foundthere to strike back at the outer world.Later he reformed and began to concen-trate on building a sanctuary for other

people rejected by the surface world.Tragically his two attempts thus far havehave led to the death of most of the visi-tors to his sanctuaries. When we last sawthe Mole Man, he had constructed elab-orate holographic fantasies, and wasproceeding towards insanity.

RUNNING THE MOLE MAN: MoleMan’s original motivation was revengeagainst the outside world, which he feltrejected him. Then he mellowed andconcentrated on defending his Moloidsagainst invaders. He has great sympathyfor other people rejected by society,especially the old and deformed.

MOLECULE MANOwen Reece

F FE (2) Health: 20A PR (4)S PR (4) Karma: 89E GD (10)R GD (10) Resources: EX (20)I FE (2)P MN (75) Popularity: 1

KNOWN POWERS:Elemental Conversion: He has the Un-earthly ability to transform any elementinto any other element.Molecular Conversion: He has the Mon-strous ability to transform any element orcompound into any other element orcompound.Matter Animation: He has the Monstrousability to give independent motion to anysolid matter. He has developed this intovarious Power Stunts including:• Flight—He can attain Poor airspeed

(60 mph) by riding along on somethinghe is animating. He often travels on asingle bed with a brass headboard.

• Machine Animation—Owen can controlany mechanical device simply by con-trolling its basic materials.

Molding: He can form matter into any-thing he can imagine at Monstrous rank.Unfortunately, his imagination is severelylimited.Disruption: He has the CL3000 ability tocause matter to break apart into frag-ments or even individual atoms.Serial Immortality (Parasite/Merger andSpontaneous Creation forms): When hewas dying of old age in another dimen-sion, Owen transferred his powers andlifeforce into his tool, an ordinary ironbar. When the bar was possessed by

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another person, Owen could take overthat body by merging his personality withthat of his victim. The victim also devel-oped the nine lightning-strokes on hisface. Later, Owen discovered he couldbuild a fairly accurate facsimile of his lostbody.

WEAKNESS: Normally, none of his powersworks on any living target. The only way hecan affect such a person is to control thematter that surrounds that person. Presum-ably his powers might work on a corpsebut Owen is too sensitive a soul to try sucha disgusting experiment. The sole excep-tion to this limitation is that Owen is able tocreate living tissue to form a new body forhimself.

TALENTS: None.

CONTACTS: None.

BACKGROUND: Owen Reece was aminor technician at the Acme AtomicCorporation when he accidentally acti-vated an experimental device and bom-barded himself with unknown energy.This transformed his body and gave himhis new powers. He promptly set about toterrorize NYC and was swiftly defeatedby the FF when he discovered hispowers didn’t work on living tissue.

Uatu the Watcher transported him toanother dimension where time passedswiftly. In boredom Owen created a

“son” who had his powers and couldeven affect living matter. The son re-turned to the Earth dimension and bat-tled the FF in order to avenge his father.When the FF took the iron bar away fromhim, the son lost his powers and disinte-grated.

Owen then proceeded to take over aseries of bodies as three people came inpossession of the iron bar—a young girlnamed Cynthia McClellan, a boxernamed Aaron Stankey, and Reed Rich-ards himself. Following the link withReed, Owen realized he could build arecreation of his original body.

Owen briefly threatened to destroy theworld and even apparently killed some ofthe Avengers. However, Tigra convincedhim to give himself up and seek psychiat-ric help.

RUNNING THE MOLECULE MAN:Owen is a nerd, a crazy little geek whojust happens to have incredible powers.He likes to use his powers to live out hisfantasies. The problem is that many ofhis fantasies involve conquering theworld. Owen is very obedient to his doc-tors and to Tigra, on whom he has acrush.

PSYCHO-MAN

F PR (4) Health: 34A TY (6)S PR (4) Karma: 80E EX (20)R AM (50) Resources: MN(75)I EX (20)P GD (10) Popularity: 0

KNOWN POWERS:The Psycho-Man’s powers are derivedfrom his Battlesuit and Emotion ControlBox.Battlesuit: This is a series of exoskele-tons that resembles his physical body buton a larger scale.Human-size: This version provides himwith Amazing protection from physicaland energy attacks and has these abili-ties:F A S EEX EX MN MNGiant version: This is a robot controlledby Psycho-Man from a control roomeither in the robot’s body or in anotherlocation altogether. The giant stands 200feet tall. It has Amazing MaterialStrength and Excellent speed. Attacks

made against the robot do not directlyaffect Psycho-Man.F A S EAM EX UN UNEmotion Control Box: This box has theMonstrous ability to completely fill atarget’s mind with the emotional states offear, hate, or doubt. Range is limited totwo areas. Effects last 1-10 turns perexposure. Victims struck by the box’sconical beam must make an IntuitionFEAT or suffer the following effects:• Fear—Victims either flee the scene or

are paralyzed with fright.• Doubt—Victims can not initiate any

actions at all.• Hate—Victims are filled with a homici-

dal frenzy directed against anyone thevictim was previously inclined to dis-like. Curiously, feelings of love areperverted into the greatest intensitiesof hate.

TALENTS: Psycho-Man is a scientist,studying psychology and psychome-chanics.

CONTACTS: None.

BACKGROUND: Psycho-Man was thechief scientist of Sub-Atomica, a world inthe Microverse. When he was ordered tofind new worlds to colonize, he chose toconcentrate on extradimensional worlds.His initial target was Sub-Atomica’sneighbor, Earth. He fashioned his battle

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armor and emotional weaponry andtraveled to Earth. His plan was to acquirethe earthly materials for a large-scaleemotional control ray, then use that rayto conquer Earth. He was defeated afterbattles with the FF, Inhumans, and theBlack Panther.

After that he remained in the Micro-verse, content to attack visitors to hisrealm. He even conquered Sub-Atomica.Finally he decided the time had come toconquer Earth. He created the androidHate-Monger (III) and returned to Earth.He brought Sue under his power andtransformed her into Malice. When Sueregained her mind she swore vengeanceagainst the Psycho-Man. She achieved itwhen she turned his own Emotion Con-trol Box against him, driving him incura-bly insane.

RUNNING THE PSYCHO-MAN: Psycho-Man revels in the power his devices givehim. If he is feeling superior, he confrontshis victim directly. Otherwise he secretlyworks through agents. The fact that hisgiant self is a robot is a closely heldsecret.

RED GHOSTIvan Kragoff

F GD (10) Health: 90A EX (20)S GD (10) Karma: 46E AM (50)R RM (30) Resources: RM (30)I TY (6)P GD (10) Popularity: -5

KNOWN POWERS:Phasing: The Red Ghost has the abilityto render his body intangible at will andcan maintain this state indefinitely. Notethat when he first gained the power, hewas stuck in his ethereal state. He caninduce this change with Unearthly ease.A side effect of the power transforms hiscurrent garments into ethereal matter aswell as converting normal air into itsethereal equivalent (thus allowing theRed Ghost to breathe).

The Red Ghost remains visible whenhe uses his power. He can vary the wayhis power affects his body; his body canappear to be visibly normal (albeit intan-gible) or mist-like.

While he is in this ethereal state, theRed Ghost cannot be harmed by anyphysical attack or by energy attacks

whose intensities are less than Un-earthly. He can still be attacked by men-tal or magical means or by anotherperson who also possesses this power.

As a recently discovered power stunt,the Red Ghost can affect others as wellas himself with a successful PsycheFEAT against his target’s Psyche. If theRed Ghost succeeds in turning a foeethereal, he will usually let the target driftabout helplessly.

TALENTS: Kragoff is a scientist skilled inthe fields of rocketry, engineering, phys-ics, and animal training.

CONTACTS: Through most of his careerhis only trustworthy aides were his threetrained apes (Igor, Miklho, and Peotor). Inhis initial exploits the Red Ghost was afavored minion of the Soviet Politburo.Later he struck out and turned renegadesupervillain. He has formed temporaryalliances with the Mole Man, Attuma, andthe Unicorn.

BACKGROUND: Kragoff was a Sovietscientist who distinguished himself in hiswork on rocketry and the techniques forradiation-induced super-powers. Kragoffconvinced the Soviets to fund a rocket-ship that he and his trained apes woulduse in an attempt to gain super-powers.Unbeknownst to his superiors, he timedthe launch to coincide with the FF’s first

moonflight. His intent was to battle theFF on the moon. While he and his apeswere able to gain super powers, theywere defeated by the FF During a re-match in the Blue Area of the moon, theRed Ghost fell into the Watcher’s tele-porter and was transported to the Polit-buro. Embarrassed by his defeats, thePolitburo expelled him. He eventuallyescaped from the USSR with his apesand began a career as an independentsupercriminal.

RUNNING THE RED GHOST: OriginallyKragoff balanced his drive for personalpower with his urge to serve the USSR.Now he is free to serve himself.

THE SUPER-APESIgor

F GD (10) Health: 60A EX (20)S GD (10) Karma: 18E EX (20)R TY (6) Resources: N/AI TY (6)P TY (6) Popularity: 0

KNOWN POWERS:Shapeshifting: Igor has the Amazingability to transform himself into anyshape he wants. He is limited to shapesroughly equal to his normal size. How-ever, he can only make baboon sounds ifhe attempts to resemble a human orhumanoid.

TALENTS: Igor is trained to assist in labwork and in operating spaceships. Whileit was originally thought the Super-Apesneeded the Red Ghost’s direct control,they can now function independent of ahuman controller.

Mikhlo

F GD (10) Health: 110A GD (10)S AM (50) Karma: 18E IN (40)R TY (6) Resources: N/AI TY (6)P TY (6) Popularity: 0

KNOWN POWERS:True lnvulnerabilty: He has Incredible pro-tection against physical and energy attacks.

TALENTS: Mikhlo is trained to assist inlaboratory work and rocketship piloting.

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Peotor

F TY (6) Health: 76A EX (20)S GD (10) Karma: 18E IN (40)R TY (6) Resources: N/AI TY (6)P TY (6) Popularity: 5

KNOWN POWERS:Magnetism: Peotor has Amazing powerto attract and repel metallic objects.

TALENTS: Peotor is trained to assist inlaboratory work and to pilot a rocketship.

PUPPET MASTERPhilip Masters

F FE (2) Health: 16A TY (6)S PR (4) Karma: 115E PR (4)R EX (20) Resources: GD (10)I EX (20)P MN (75) Popularity: 0

KNOWN POWERS:Sympathetic Magic: By means of specialmethods he developed, the Puppet mas-

ter gains Monstrous rank Mind Control.The process requires him to carve andcolor an effigy of his intended victim fromradioactive clay he brought from Wunda-gore Mountain in his native Transia.Once the effigy resembles a specificindividual, he can grasp it and activelycontrol the real person’s body and mind.By physically manipulating the figure, hecan cause his victim to perform identicalmovements. Such cases cause the vic-tims to retain consciousness but losecontrol of their bodies. The Puppet Mas-ter can even control a person by simplygrasping the effigy and concentrating onit. This enables him to perform morecomplex feats. He is able to blot out avictim’s mind, alter the victim’s memory,and force them to perform complex activ-ities. Generally he can control only a sin-gle individual at one time.

Note that Masters does not know hispower is Magical in nature. Note alsothat because the effigy must continuallyresemble the victim, Masters is incapa-ble of directly harming a victim by muti-lating the effigy. The reason is thataltering the effigy’s appearance automat-ically breaks the control over the victim.Mind Transferral: With Dr. Doom’s assist-ance, Masters developed this power withMonstrous rank. By using his specialclay and Doom’s devices, he was able totransfer the minds of the main FF team,as well as Franklin, Alicia, Dr. Doom, andMasters himself into miniature androidbodies.Mineral Body: Early in his career, Mas-ters’ body was destroyed in a battle withthe FF. However, his conscious mindsurvived and was able to create a dupli-cate body from his own clay. This newbody resembled his original body butpossessed unique features. Masters wasable to split himself into 1-10 smallerreplicas. These replicas shared a com-munal mind but were capable of inde-pendent actions. Furthermore, eachreplica was capable of shapechanging tobecome an effigy of an intended victim.Once the change was complete, theeffigy could control that person’s actionswith Monstrous Mind Control. Masters’clay form was later returned to normalflesh.

WEAPONS:Radioactive Clay: As stated above, Pup-pet Master’s powers are derived from hisspecial clay. This radioactive clay con-tains low level isotopes and emits Feeble

radiation; it is incapable of directly harm-ing anyone. The clay comes from de-posits found on Wundagore Mountain inTransia (see the Wundagore entry in theTravel Guide). While Masters originallyattributed its powers to its isotopic con-tent, the truth is that the clay possessesmagical energy leaked from the body ofthe demon Cthon, who was trapped forcenturies beneath Wundagore.

The clay can only be used to form asingle effigy. Once that effigy is no longerused, the magic and radiation dissipate.Because of this, Masters must periodi-cally return to Transia for a fresh supply.The Liddleville Device: This is a tabletopdiorama and computer system built byMasters and Doom. When a personunder Master’s control lays on one of thepallets ringing the table, that person’smind is transferred into a miniature an-droid replica (see “Liddleville” in theTravel Guide).

TALENTS: Masters is an excellent toy-maker and sculptor specializing in por-traiture.

CONTACTS: Masters is uncle to AliciaMasters Storm. He is a past ally of Egg-head (deceased), Dr. Doom, the MadThinker, and the Wizard; however, he iscurrently an enemy of the three survi-vors. Since his reformation, he might beable to gain the FF’s help in specialcases.

BACKGROUND: Masters is a Transianemigrant. He rapidly learned English andAmerican customs but found it difficult tomake friends. He retreated into hishobby of carving dolls.

In college he studied biology andgained his first friends, Jacob Reiss andhis fiancee Marcia Deaton. After gradua-tion, Reiss and Masters formed a smallresearch firm in upstate New York. Mas-ters began to turn bitter as he resentedhis partner’s wealth, wife, and daughterAlicia. He decided to sabotage the lab.The explosion killed Reiss, blinded Ali-cia, and eventually poisoned Marcia.

Masters eventually married Marcia andadopted Alicia. He continued to researchmeans of curing Alicia’s blindness. AfterMarcia’s death, Masters sold the lab andretreated from the world. During thisperiod he taught Alicia to sculpt andlearned she had a natural gift for it.

He also discovered that the clay hehad brought with from Transia gave him

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special powers. Early experiments led todirect confrontations with the FF and thebeginning of a long-running battle. Thetensions escalated when Alicia and Benfell in love. Masters was obsessed withhis idea of Alicia’s welfare and sought todestroy the Thing as a means of protect-ing her. It was only during the Liddlevilleincident that he realized she really didlove him. Since that time, his protectionof Alicia has expanded to include his newson-in-law and the rest of the FF.

RUNNING PUPPET-MASTER: Masters isout to stretch the limits of his powersrather than use them to loot or conquer.His main drive is his love of Alicia andguilt over causing her blindness.

NICHOLAS SCRATCHNicholas Harkness

F GD (10) Health: 60A GD (10)S GD (10) Karma: 80E RM (30)R EX (20) Resources: EX (20)I EX (20)P IN (40) Popularity: 30

KNOWN POWERS:Ritual Magic: By combining specificchants and gestures, Scratch can createmagical effects of up to Monstrouspower. These effects can simulate theeffects of a number of powers; eachpower is treated as a Power Stunt that hecan use easily:• Force Field• Force Field v. Hostiles• Force Field v. Magic• Reflection• Resistance to Magic• Extradimensional Detection• Life Detection• Magic Detection• Power Detection• Psionic Detection• Biophysical Control (Healing)• Biophysical Control (Disruption)• Hypnotic Control• Mind Control• Neural Manipulation• Shapechange Others• Summoning• Magic Control• Magic Domination• Mind Control• Sympathetic Magic• Communicate with Animals• Communicate with Plants• Dreamtravel• Empathy• Free Spirit• Sensory Link• Telepathy• Dimension Travel• Gateway

TALENTS: Scratch was fully trained inthe arcane arts due to his Mystical origin.He is an expert in Occult Lore and canidentify any magical artifact withAmazing ease (a green FEAT).

CONTACTS: Scratch was leader of theNew Salem Witches. He is the son ofAgatha Harkness and father to the Sa-lem’s Seven.

BACKGROUND: Nicholas Scratch is theson of Agatha Harkness. He inheritedher magical powers and became thesecond most powerful of the New Salemwitches. He resented his mother’s aban-donment of New Salem in favor of theouter world. He decided to return her toNew Salem. However, he knew shewould resist a forced return; he was alsoaware of her connections with the FFSince attempting to bring her home

would mean a major battle, he decidedto transform his children into magical, de-mihuman warriors who could do battleagainst the powers of the Fantastic Four.

Scratch sent the Salem’s Seven tokidnap Agatha; they grabbed Franklin aswell. Then he sent an Eliminator to eraseall trace of her existence. Both actionsbrought the FF into direct conflict withScratch. He and the Seven were able todefeat the FF, but he had not planned onFranklin’s incredible powers suddenlyappearing. Scratch was banished intothe Dark Dimension.

He immediately devised a new plan.He possessed Franklin and set himagainst his parents. Then while theywere en route to New Salem to exorciseFranklin, Scratch freed his children, theSeven. Once they defeated the FF, heplanned to use Franklin to reverse thespell of banishment. In the ensuingchaos, the forces of the Dark Dimensionwould rush out and destroy the outerworld.

Scratch was betrayed by his feelingsfor his mother. When he realized Agathawas prepared to die in order to stop hisplan, Scratch surrendered. Agatha re-moved his powers and returned him tothe Dark Dimension.

With the destruction of New Salem,Scratch is trapped in his exile withouthope of pardon.

RUNNING SCRATCH: Scratch has anunbridled hatred of normal, nonmagicalhumans. Although he couches it in termsof revenge for the centuries of oppres-sion suffered by witches, the simple truthis he is a bigot. However, he is a cleverstrategist and will not strike until hisplans and preparations are complete.

His devotion to his mother will alwayslead to his ultimate downfall.

SALEM’S SEVENThe New Salem Witches selected

seven of their number to receive specialpowers. They chose the grandchildren ofAgatha Harkness, since that bloodlinerepresented the strongest magic of allthe New Salemites. The combinedpowers of the 666 were focused on thechosen seven. The combined magicalpower caused the seven to spontane-ously mutate into superhuman forms.The Seven battled the FF when theyarrived to rescue Agatha Harkness andeven came close to defeating them.Nicholas Scratch was banished to an-

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other dimension and the Seven wereimprisoned in a magically fortified prison.

Months later Scratch managed topossess Franklin. As the FF rushed toNew Salem to exorcise Franklin, Scratchaided the Seven in escape. The Sevendefeated the FF in a sudden ambush.When Agatha forced Scratch’s surrenderin the spiritual encounter during his at-tempt to release the forces of the DarkDimension into the outer world, theSeven surrendered as well. Agatha strip-ped their powers away.

Months later the Seven were able torestore their powers. They took revengeon Agatha by burning her at the stake.They then fought the Scarlet Witch andVision. During the battle that followed, allthe Seven were killed along with the restof the New Salemites. Their spirits re-main active in another plane of exis-tence.

BRUTACUS

F AM (50) Health: 185A GD (10)S MN (75) Karma: 32E AM (50)R TY (6) Resources: TY (6)I TY (6)P EX (20) Popularity: 0

KNOWN POWERS:Demihuman body: Brutacus resembles ahorned lion-man. Natural Weaponry: Hisfingers end in claws that do Remarkabledamage.

TALENTS: Brutacus is trained in sorcery.

CONTACTS: Brutacus served NicholasScratch as a member of the SalemSeven. Later he aided the demonSammhain attempt to reach the Earthdimension.

BACKGROUND: Brutacus was a normalNew Salemite before his transformation.

RUNNING BRUTACUS: Brutacus isalmost bestial in his fury. He constantlyrages against anyone who has evercrossed him.

GAZELLE

F EX (20) Health: 80A RM (30)S GD (10) Karma: 40E EX (20)R GD (10) Resources: TY (6)I GD (10)P EX (20) Popularity: 3

KNOWN POWERS:Hyper-running: Gazelle can run at Goodspeed (60 mph).Hyper-Leaping: Gazelle can makeRemarkable leaps of up to 40’ across orstraight up. She can descend 60’withoutharm. Her kicks do Remarkable damage.

TALENTS: Gazelle is a superb Gymnast.She knows Martial Arts E and Acrobat-ics.

CONTACTS: Gazelle is a member of theSalem Seven in the service of Scratch.

BACKGROUND: After Harkness waskilled, Gazelle rebelled against the oth-

ers’ plan to kill the Scarlet Witch as well.As punishment the others sentenced herto be a human sacrifice. Everyone diedbefore the sacrifice could occur andGazelle’s spirit was free to enter a peace-ful afterlife.

RUNNING GAZELLE: Gazelle was origi-nally a loyal member before the others’cruel streak turned her against them.Now it is likely her spirit would return toaid victims of the others’ supernaturalplots.

HYDRON

F GD (10) Health: 50A GD (10)S GD (10) Karma: 36E EX (20)R GD (10) Resources: TY (6)I TY (6)P EX (20) Popularity: 0

KNOWN POWERS:Demihuman Body/Liquid Life: Hydronresembles a piscean or fish-man. How-ever, his skin is actually a transparentshell covering his true form, a purelyaqueous body.Water Generation: Hydron can generatean limitless supply of water within hisbody. He can release it through the noz-zle covering his left hand. The stream iscapable of doing Remarkable physicaldamage. It can also short out electronicsand negate fiery attacks.

TALENTS: Hydron is trained in sorcery.

CONTACTS: Hydron is a member of the

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Salem’s Seven in the service of Scratch.He aided Samhain’s attempt to invadeEarth.

RUNNING HYDRON: Hydron prefers toattack without warning or to keep thefight within close quarters where hiseffectiveness is greater.

REPTILLA

F IN (40) Health: 100A RM (30)S EX (20) Karma: 32E GD (10)R TY (6) Resources: TY (6)I TY (6)P EX (20) Popularity: -5

KNOWN POWERS:Lamian Body: Reptilla’s legs have beentransformed into a sinuous serpentinetail. Her arms have been transformedinto snakes as well; each arm-snake hasits own head in place of the hand. Thearm-snakes can constrict to do Excellentdamage each round.Poison Bite: The arm-snakes haveExcellent-intensity poison. Victims mustmake an Endurance FEAT or fall uncon-scious for 1-10 hours. Failure to make asecond FEAT decreases the victim’sEndurance -1CS.

TALENTS: Reptilla is a sorceress.

CONTACTS: Reptilla is a member of theSalem Seven in the service of Scratch.She aided Samhain’s attempt to invadeEarth.

RUNNING REPTILLA: In combat Re-ptilla attacks the weakest target, oftenholding the victim hostage to order herother foes’ surrender.

THORNN

F GD (10) Health: 60A EX (20)S GD (10) Karma: 32E EX (20)R TY (6) Resources: TY (6)I TY (6)P EX (20) Popularity: -3

KNOWN POWERS:Missile Creation: Thornn’s body is cov-ered with thorns that he can fire at will.The thorns have Remarkable accuracy, arange of 1 area, and do Remarkable

damage. He possesses 76 thorns; lostthorns regenerate in 10 rounds.

TALENTS: Thornn is a sorcerer.

CONTACTS: Thornn is a member of theSalem’s Seven in the service of Scratch.Thornn led the effort to capture the Scar-let Witch and lead Sammhain to Earth.

RUNNING THORNN: Thornn prefers tofight at a distance with his thorns ratherthan engage in hand-to-hand combat.

VAKUME

F GD (10) Health: 50A GD (10)S GD (10) Karma: 50E EX (20)R EX (20) Resources: GD (10)I GD (10)P EX (20) Popularity: 1

KNOWN POWERS:Phasing: Vakume has the Excellent abil-ity to become intangible and passthrough objects with less than Remark-able material strength. He cannot travelthrough magical barriers.Air Animation: Vakume has Unearthlycontrol over the atmosphere. His controlis limited to removing the air from a tar-get area. Beings within the target areamust make an Endurance FEAT. Failuremeans they begin to suffocate from lackof air; victims fall unconscious for 1-10minutes.

TALENTS: Vakume is a sorcerer andphilosopher

CONTACTS: Vakume is a member of theSeven in the service of Scratch.

RUNNING VAKUME: Vakume is a teamplayer. He believes that acting in unisonis the only way to accomplish anythingmeaningful. He considers ego a waste oftime and energy.

VERTIGO

F TY (6) Health: 48A TY (6)S TY (6) Karma: 40E RM (30)R GD (10) Resources: TY (6)I GD (10)P EX (20) Popularity: 2

KNOWN POWERS:Biophysical Control (Disruption): She hasthe Monstrous ability to induce severenausea in a victim. She can affect every-one she chooses within a 20’cone ex-tending from her face for one area.Failure on the part of the victim to makean Endurance FEAT means the personloses consciousness for 1 -10 hours.

TALENTS: Vertigo is a sorceress.

CONTACTS: She is a member of theSeven in the service of Scratch. Sheaided Samhain’s attempt to invade theEarth dimension.

RUNNING VERTIGO: Vertigo calmlywaits for the optimal moment to strike.She is one of the most level-headed ofthe Seven.

TERMINUS

F UN (100) Health: 4200A UN (100)S CL1000 Karma: 250E CL3000R MN (75) Resources: CL3000I MN (75)P UN (100) Popularity: -500

KNOWN POWERS:Cyborg Exoskeleton: The Terminus armoris an immense robot controlled by thealien Terminus who sits in a controlchamber deep within the exoskeleton’shead. The above statistics are for theTerminus-exoskeleton combination. Thealien Terminus’ statistics are:F A S E R I PGD GD AM CL1000 MN MN UN

The exoskeleton measures 150’ talland weighs several thousand tons. Itcontains the bulk of Terminus’ powers. Body Armor: The exoskeleton is com-posed of Unearthly material. Internaldevices increase these defensive proper-ties to give the cyborg Shift-Y protectionagainst physical and energy attacks aswell as CL1000 protection against radia-tion and extreme temperatures.Flight: The Terminus exoskeleton canattain CL3000 velocity (10,000 mph air-speed; lightspeed in space). Terminuscannot travel in hyperspace.Telescopic Vision: Visual sensors giveTerminus CL5000 range (500 light years).Unfortunately for Terminus, this powerdoes not allow him to instantaneously

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see across great distances.Linguistics: Inboard translators giveTerminus instant translations of any lan-guage.Energy Lance: The Terminus exoskeletoncarries a 240’ lance made of Unearthlymaterial. This immense weapon containsseveral powers of its own. Aside fromthe Flight power, it can only function whenheld by the Terminus exoskeleton. Plasma Generation: This CL3000-rankedbeam can do concussive damage as wellas Shift-Z heat and radiation damage.The power has a normal range of 16million miles. However, the beam can becoupled with a hyperspace Gateway thatpermits the beam to reach a target up totwo lightdays (32 billion miles) away.Across great distances the beamspreads one area for each 2 billion milestraveled.Disruption: The lance can surround theTerminus exoskeleton with a ten-mile-radius storm of CL1000-Intensity energy.Molecules within one area of Terminusare immediately reduced to free-floatingatoms. The rest of the area is filled withMonstrous Intensity radiation and Un-earthly heat.Flight: The Energy Lance is capable ofCL1000 speed. It can independently

travel to any location to which Terminussummons it.

TALENTS: Terminus is an expert onmineralogy and interstellar commerce.

CONTACTS: None.

BACKGROUND: Terminus’ origin isunknown. The first anyone on Earthheard of him was when his energy lancecarved the sentence “I claim this world—Terminus” across Nebraska, Colorado,Utah, and Nevada. Two days later helanded in Utah and announced his inten-tion to enslave Earth’s people, sell off itstechnology and resources, and finallybreak the entire planet down into rawmineral commodities. Terminus viewedthis as another standard operation, simi-lar to the operations with which he’ddestroyed a number of other planets.

However, he’d decided to attack Earthon the advice of an alien scientist he’denslaved. The alien had known of Earth’snative superhuman population and hopedthey would be able to destroy Terminus.The alien died when a displeased Termi-nus flung him away. However, the alienlived long enough to warn She-Hulk andWyatt about Terminus. Reed was able to

delay Terminus’ plans by using a devicethat halted Terminus’ motion relative tothe Earth and drove Terminus into themolten core. Terminus was separatedfrom his lance and had to spend severalmonths digging his way to the surface. Hecame out near the Antarctic regions ofPangea and the Savage Land. Terminusdestroyed both. The Avengers arrived toolate to save the local inhabitants; however,they were able to destroy the Terminusexoskeleton. They left the alien Terminusto perish in the Antarctic winter. At thispoint it is unknown what actually hap-pened to either Terminus or his ruinedexoskeleton.

RUNNING TERMINUS: Imagine themost evil entrepreneur and strip mineoperator you can. That’s Terminus.

MAD THINKERaka “Dr. Jose Santini”

F TY (6) Health: 24A TY (6)S TY (6) Karma: 62E TY (6)R AM (50) Resources: RM (30)1 TY (6)P TY (6) Popularity: 7

KNOWN POWERS:Total Memory: The Mad Thinker has theMonstrous ability to recall anything hehas ever read or experienced. He canorganize this information in any wayexcept one that creates new insights.This power gives him the equivalent ofsome of the Mental powers, which hehas developed as Power Stunts:• Hyper-Invention—He is a master of

building androids and robots.• Weapons Tinkering—He can build any

weapon he has read about; theseweapons are often incorporated intowhatever robot or android he is work-ing on at the time.

Mind Transferral: He can send his mindinto any of his androids or robots. This isaccomplished by means of a specialradio transmitter implanted in his skull.Normally he limits this power to replicasof himself. He also keeps this ability asecret. In this way he can continue hissuper-villainous career even while inprison. This power also enables him toenter hazardous situations without risk-ing his own life. The maximum range is250 miles.

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TALENTS: He is a skilled mathematicianwho can perform complex equations inhis head. He is an expert on the con-struction of robots and androids.

CONTACTS: He is an occasional ally ofthe Puppet Master, although that relation-ship broke up after Johnny and Alicia’swedding.

BACKGROUND: The Thinker’s origin isunknown. He is a brilliant mathematicianwho has discovered the equations forpredicting human responses and evensome “random” events. His criminalcareer was accomplished with suchsuccess that police seldom suspected acrime had been committed and neversuspected him of being involved.

His first defeat came when he decided toconquer the NYC area and set it up as anindependent country under his rule. To thisend he lured the FF away with lucrative joboffers (since Reed was still recovering hisfortune, even he was tempted). TheThinker then took over the Baxter Buildingand pored through Reed’s notes, papers,and devices. The knowledge he gainedenabled the Thinker to build the first of hisandroids. When the FF returned, theThinker ambushed them. Fortunately hehadn’t discovered the safety switch that,when activated, disabled all electronicdevices within the Baxter Building. Theandroid was affected since it incorporatedequipment the Thinker had scavengedfrom Reed’s labs.

RUNNING THE MAD THINKER: He hasthree goals. The first is the continuedaccumulation of new knowledge. Secondis the accumulation of great wealth. Thefinal goal is revenge on the FF. He pre-fers to call himself “The Thinker” andgets perturbed that the general publicstill refers to him as “the MAD Thinker.”

MAD THINKER’SAWESOME ANDROID

F GD (10) Health: 100A GD (10)S AM (50) Karma: 6E RM (30)R FE (2) Resources: noneI FE (2)P FE (2) Popularity: 0

KNOWN POWERS:Compound Body: Awesome is a hybridutilizing principles of robotic and androiddesign. His basic structure is an artificialflesh derived from the combination ofgorilla DNA and unstable molecules. It iscontrolled by an implanted microcompu-ter and a solar power cell.Armor Skin: Awesome can temporarilydevelop hard, rocky plates that resemblethe Thing’s skin. This gives the androidExcellent protection from physical andenergy attacks.Enlargement: Awesome has the Feebleability to increase his size by ten percent.

Hyper-Breath: it can exhale a blast with avelocity of 180 mph, Excellent Intensity,and Excellent damage.Ice Sheath: Awesome can temporarilycover himself with a flexible sheet of icethat gives him Good protection againstphysical attacks and Remarkable protec-tion against heat and fire-based attacks. Natural Weaponry: Awesome can trans-form his fists into granite-like blocks thatdo Monstrous damage.Steel Sheath: It can also convert its hideto steel of Remarkable Material Strength.

TALENTS: None whatsoever.

CONTACTS: None.

BACKGROUND: Awesome was theThinker’s first android. It was createdfrom notes and materials the Thinkerfound when he invaded the Baxter Build-ing. The Thinker spliced gorilla DNA tounstable molecules and got a 15-foot-tall, grey skinned brute with a silly head.An implanted microcomputer functionsas Awesome’s brain; power is suppliedby a solar cell.

While the Awesome Android appearsquite dangerous, in fact it is rather slow-moving. It is incapable of speech. TheThinker used Awesome several times inhis early career as a super-villain, thenhe abandoned it in favor of later, betterdesigned models. Awesome sat forgottenin a barn in central Ohio until the Super-Adaptoid used the android in his firststep of gathering a villainous group ofartificial lifeforms.

RUNNING THE AWESOME ANDROID:The Awesome Android is a mindlessservant who carries out whatever explicitdirections are given him by his master.

HUMAN TORCH I

F EX (20) Health: 100A EX (20)S EX (20) Karma: 22E IN (40)R TY (6) Resources: noneI TY (6)P GD (10) Popularity: 20

KNOWN POWERS:Android Body: The original Torch was anandroid built by Prof. Horton.

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Energy Sheath (Fire): The original Torchwas surrounded by a fiery field ofAmazing Intensity. It gave him Amazingprotection against physical attacks sinceit melted any item with less thanAmazing material strength.Fire Generation: The original Torch couldemit blasts of Unearthly rank and intensity.Fire Control: He had Unearthly controlover flame, whether natural or createdfrom his own powers.True Flight: He could attain Excellentspeed.Specific Resistance: He had CL1000Resistance to Fire and Heat.

WEAKNESS: The original Torch wasbarely in control of his power when hewas revived. In the presence of the nor-mal atmospheric concentration of oxy-gen, he burst uncontrollably into flame.The burning increased rapidly in intensityand began to rob him of his lifeforce. Ingame terms, his flame increased 10points in Intensity each turn; he lost anequal amount to his Health. The only wayhe could control his power was to remainin an oxygen-free environment or tocover himself in a flame-retardant materi-al.

TALENTS: None.

CONTACTS: The original Torch was amember of the WWII era Invaders andAll-Winners Squad super-hero teams. Hewas a rival of the Sub-Mariner.

BACKGROUND: The original HumanTorch was an android created by Prof.

Phineas T Horton in 1940. The androidbelieved he killed Horton when he es-caped from his holding cell and originallyfled from humanity. Soon he came to actas one of the modern world’s first super-heroes and aided the war against theAxis. Some time after the war, he wastrapped by gangsters and entombed inthe southwest. The site was later used bythe government to test nuclear bombs;an explosion freed the Torch. He brieflyfought crime in the 1950s until hispowers began to go awry and he wasentombed again.

The Thinker discovered the Torch’scapsule and managed to revive the an-droid. Since he controlled the substancethat was keeping the Torch’s power undercontrol, he was able to order the Torch toseek out and destroy the FF, starting withthe new Human Torch, Johnny Storm. Inthe battle that followed, the android man-aged to defeat Johnny and was trying tofigure a way out of his predicament whenBen and Reed arrived. When the Thinkertried to kill all of them, the android attackedhim. The Thinker dissolved the nitrogencell layer controlling the Torch’s power. TheTorch blazed out of control and then col-lapsed, apparently dead. The Thinker es-caped but later returned to claim the body.When Ultron approached him seekingspare androids, the Thinker gave him theTorch’s body. Ultron then transformed itinto the Vision, a later member of theAvengers.

RUNNING THE HUMAN TORCH: Theoriginal Torch was a valiant crime-fighterwho understandably worried about hispower getting out of control. He onlycooperated with the Thinker out of coer-cion.

WENDY’S FRIENDS

F TY (6) Health: 140A RM (30)S PR (4) Karma: 146E UN (100)R TY (6) Resources: noneI IN (40)P UN (100) Popularity: -40

KNOWN POWERS:Telepathy: Incredible rank.Empathy: Incredible rank.Emotion Control: The Friends’ most dan-gerous power is their Unearthly ability todetect and amplify a person’s darkest

emotions. Their power can cause Powerrank psychosomatic damage if the victimfails his Psyche roll. In severe enoughcases, this can cause death. True Flight: Incredible rank.Shapechange: Typical rank.Immortality

CONTACTS: Their only surviving humancontact is Wendy, a girl in nearby Ben-son, AZ.

BACKGROUND: “Wendy’s Friends” arean unknown race of supernatural beingswho dwell in caves beneath the Arizonadesert. For reasons known only to them-selves, they periodically rise from theircave and examine the people living inthe area. They force each person to facethe dark side of their own spirits. Unfortu-nately, this tends to kill or drive awaymost people. (During their last arising,the population of Benson plummetedfrom 1740 to 28.) Survivors of the en-counter tend to become better people(Psyche increases +1CS).

RUNNING ONE OF WENDY’SFRIENDS: The Friends are an almostelemental force. They cannot be physi-cally fought or communicated with. Theycan, however, be playful when they findpure, innocent souls such as children

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ROOF LEVEL1) Reed’s elevator exit. 2,3,4) Public access, ser-vice, and heavy duty elevators’ emergency exits. 5)Emergency elevator exit. 6) Phased array omni-di-rectional radar system. 7) Vehicle maintenance“high ceiling” hatch. 8) Mechanical floor exhaust,detoxification/environmental scrubbers. 9) Hangarroof assembly, rapid opening. 10) Dome of 30” f.1computer-enhanced prime focus, variable aspherictelescope and twin, companion all-sky cameras. 11)Modified passenger Inter-Continental Ballistic Mis-sile silo hatch. 12) Hatch in stand-by mode.

FIFTH LEVEL1) Reed’s elevator. 2,3,4) Public access, service andheavy duty elevators. 5) Emergency elevator. 6)Hangar. 7) 30 x 40 launch/staging hydraulic lift plat-form. 8) Mechanical room, heating, ventilating andir-conditioning, water tanks, chemical tanks, fueltorage. 9)Observatory support/access. 10) Vehiclemaintenance. 11) Parts storage area. 12) Rocketmaintenance area. 13) ICBM component repairlevel.

like Wendy.

THE BAXTER BUILDINGThe Baxter Building was the FantasticFour’s original headquarters. It was a 35-story building located at 42nd Street andMadison Avenue in Manhattan. While thepopular belief is that the Baxter Buildingwas built and entirely occupied by the FF,in fact they were originally only tenantswho rented the top five floors. The build-ing was originally constructed in 1949 bythe Leland Baxter Paper Company. Be-cause the building was originally in-tended to be a high-rise industrial site,each floor was given a ceiling height of24 feet.

When the FF were first consideringmoving to NYC, Reed found the Baxter’sempty top five floors perfect for theirneeds. He bought that section of thebuilding outright, though the FF contin-ued to pay monthly service fees. Whenthe FF were in a tight financial situation ayear later, Reed resold the FF’s floors toBaxter. As tenants, the FF had manyproblems with Mr. Collins, the buildingmanager. Whereas Mr. Collins had origi-nally been delighted that a real super-hero team was moving into his building,he soon began to see the problems insuch a situation. When Dr, Doom liftedthe entire building into deep space, rela-

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TRAVEL GUIDE

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FOURTH LEVEL1) Rood’s elevator. 2,3,4) Public access, service andheavy duty elevators. 5) Emergency elevator. 6)Back-up computers, crime files. 7) Conferenceroom. 8) De-briefing, strategic operation room. 9)Negative Zone watch station. 10) Negative Zoneportal. 11) Radar/World Watch, Satellite Communi-cations Down-Links, public communications bandmonitors. 12) ICBM support gantry.

THIRD LEVEL1) Reed’s elevator. 2,3,4) Public access, service andheavy duty elevators. 5) Emergency elevator. 6) De-toxification station. 7) Biology Complex. 8) Storage/pathology. 9) Chemistry/Organic Chemistry/Phys-ics Multiplex. 10) Electro-Mechanical workshop. 11)Machine shop, Robotics, large assembly. 12) Phys-ics research & development (variable configurationwalls throughout 9 - 121.13) Computer Center, sup-port for laboratories. 14) Doctor Doom’s TimeMachine. 15) Time Machine monitor room. 16) Medi-cal Center, recombinant DNA specification quaran-tine equipped.

SECOND LEVEL1) Reed’s elevator. 2,3,4) Public access, service andheavy duty elevators. 5) Emergency elevator. 6) Vis-itors’ gallery. 7) Recreation room. 8) RegulationHand-Ball court. 9) Male/female locker rooms,showers, bathrooms. 10) Thing’s reinforcedweightlifting area. 11) Japanese garden/meditationroom, 12) Sauna. 13) Hot tub. 14) Showers. 15) 40-foot swimming pool. 16) Franklin’s play room. 17)ICBM base support/exhaust shunt. 18) Multi-levelgymnasium.

FIRST LEVEL1) Reed’s elevator. 2,3,4) Public access, service andheavy duty elevators. 5) Emergency elevator. 6)Public reception area. 7) Formal dining hall. 8) Foodpreparation area. 9) Ben Grimm’s apartment, bath,and storage. 10) John Storm’s apartment, bath, andstorage. 11) Sue and Reed Richards’ apartment,bath, storage, and dressing room, 12) FranklinRichards’ room. 13) ICBM exhaust ducting networkand blast suppression system. 14) Kitchen. 15) Lar-der. 16) Informal dining area, lounge and TV area,breakfast corner. 17) Guest bedrooms. 18) Reed’scomputer-assisted biology r&d laboratory. 19)Reed’s office.

tions cooled between the manager andhis tenants. Other tenants worried thattheir offices might become battlegroundsand, as their leases ended, many of thebuilding’s original tenants did not renew.Nor did new tenants appear to fill thevacancies. In desperation Mr. Collinsoffered all tenants ironclad, 99-yearleases with significant discounts in theirrents.

Still, problems continued. Occasionallyeither the Thing or a foe would be drivendownward through the building, tearing ashaft through floor after floor. Battlesoccurred on the outer walls of the build-ing. Explosions were a common occur-rence. No insurance company wouldwrite a policy on any organization main-taining offices in the Baxter Building.

Collins also discovered that losing theFF as tenants would not solve his prob-lems. During a period when the FF hadsplit up and vacated their headquarters,Collins discovered that no one would rentthe FF’s former headquarters. There wastoo great a fear that supervillains wouldattack those floors regardless of whonow lived there.

Then one day Terrax disintegratedeverything above the 32nd floor. Collinswas fed up. He stormed into the remainsof the headquarters and announced hewas evicting the FF. Reed suddenly exer-cised a lease option and bought theentire building outright. That was the lastthat was seen of Collins. As landlords,the FF tried to be considerate of theirtenants. They wished most of the tenantswould voluntarily leave, but they realizedthey were required to honor Collins’special leases. The final act in the BaxterBuilding’s history came when the entirebuilding was once again pulled into orbit,only this time it was blown up.

Fortunately, no one was in the buildingexcept for the FF. Still, when the FFreturned to the empty foundation, theyfound angry tenants demanding action.Reed announced that he would establishan insurance pool to cover the tenants’losses and to help them find new offices.Then he set about designing a new head-quarters to be erected in the same site.

LOBBY AND ELEVATORThe ground floor contained Abe

Shoenstein’s snack shop, an optome-trist’s shop, a visitors’ center, the elevatorbank, and the freight loading dock. Thevisitors’ center was as close as mostpeople could get to the FF; a multimedia

show on the FF’s history was shownhourly from 9 to 4. The floor directorylisted building tenants such as PierrePicolino (a famous abstract sculptor), theLadies’ Canasta and Mah Jonng Society,and Fantastic Four Inc. Three elevatorsserviced floors floors 1 through 30. Thefourth elevator was marked by the FF’sinsignia.

This was the express elevator to floors31 through 35, the FF’s headquarters.The elevator could only be summoned bya solenoid activator such as were imbed-ded in the FF’s belt buckles (intruderscould trick the elevator by an IncredibleReason FEAT.) On the way up, hiddenscanners identified the passengers andchecked them for hidden weapons ordevices. If questionable material wasfound, the elevator would stop in mid-shaft until the FF was prepared to dealwith the intruder. The elevator had Re-markable Material Strength.

If a visitor chose to take one of theregular elevators, he was taken to the30th floor. The bulk of the floor was occu-pied by the building’s mechanical sys-tems (plumbing, ventilation, and elevatorwinches). This floor also acted as abuffer zone to absorb damage from bat-tles in the upper floors. It also containedthe magnetic repellor system. This sys-tem was designed to lift the upper floorsaway from the rest of the Baxter Build-ing; the theory being that this way therest of the building could have beenprotected from a particularly damagingbattle. The system was designed as acompromise to placate Collins, the build-ing manager. It was controlled from theComputer Center on the 33rd floor.

FF HEADQUARTERSAll the typical visitor saw on the 30th

floor is the FF’s reception area. Thevisitor was greeted by Roberta, a usu-form robot. Her visible half (above thewaist) appeared to be an attractiveblonde in her 20s. Below the waist shewas a pivoting arm attached directly toher desk. Roberta was tied directly to theFF’s computer system and could monitorthe entire building. The reception roomwas also filled with hidden scanners toprobe visitors. If the visitor were hostile,the floor was rigged to deliver a stunningelectrical shock of Incredible Intensity.Once the visitor had been cleared, apanel opened to reveal a Iift to the 31stfloor.

The 31st floor contained the FF’s living

quarters. There were suites for the Ri-chards, Ben, and Johnny; several guestrooms for other FF members and theextended family, and the dining andliving areas.

The 32nd floor contained more livingareas, Alicia’s studio (when she was aresident), the medical lab, the library,and reference room.

The 33rd floor contained Reed’s labo-ratory. The floor plan changed constantlyas Reed added additional experimentsand devices. In the Computer Centerwas a lever for activating the magneticrepellors on the 30th floor.

The 34th floor could be considered theactual headquarters. The computerbanks, monitor banks, communicationscenter, and briefing room were all there,as well as the overflow from Reed’s labo-ratory below. The Astro-sciences sectionwas tied in to SHIELD’s and ProjectStarcore’s systems.

The 35th floor contained the hangarsfor the FF’s various vehicles, storagespace, and a machine shop capable ofbuilding or repairing the FF’s vehicles. Areinforced door in the corner led to thelaunching silo for the FF’s rocketship.The vehicles were on platforms thatcarried them around the floor and over tothe launching hatch.

The roof was flat and featureless. Alarge FF-insignia marked the retractablehatch for launching and landing vehicles.If an FF vehicle approached, the hatchwould open automatically. There were aseries of observatory domes located atvarious spots on the roof. Originally apermanent dome was located on thecorner opposite the rocket silo. The lastdome was closer to the silo but retract-able. The entire dome could be loweredthrough the floor to the 35th-floor hangar.This left the roof completely clear foraction and eliminated the only hidingplace for a trespasser. The observatoryequipment included a computer-linkedtelescope and twin telescopic cameras.

BUILDING AND SECURITY SYSTEMSThe walls and floors of the entire BaxterBuilding had Remarkable MaterialStrength. After the first time the FF’ssection was demolished, Reed rebuiltthem to have Incredible MaterialStrength.

Three elevators served Floors 1through 30. A special elevator served asan express to Floors 31 through 35.Normally this elevator stayed on these

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floors and only descended to street levelwhen summoned by a solenoid activator.All elevators doubled as freight elevators.

While the fire stairs extended thelength of the building, they were blockedby an FF-insignia marked door on floor34. The door opened automatically fromthe inside or could be externally openedby a solenoid activator. Since the doorwas never used except in emergencies,its opening triggered alarms in the mas-ter control and computer systems. Thisprevented intruders from entering theFF’s headquarters by way of the stair-well.

The ventilation and plumbing systemswere located on floor 30. The hoists forthe three “civilian” elevators were lo-cated there also. Acoustic insulation keptthe noise from affecting the FF’s recep-tion area.

The FF’s master computer controlledall locks involving the upper floors. Suchlocks could be manually operated oroverridden by either the master controlor the computer system. The locks re-quired an Amazing Reason FEAT to pick,although only an Incredible IntensityFEAT to smash open. The locks wereequipped with Excellent intensity electri-cal shocks to dissuade such efforts.

The computer system maintainedvisual, audio, biophysical, and electronicsurveillance on every section of thebuilding. These operated at Remarkableefficiency. The building was equippedwith devices that could disrupt the func-tioning of a single targeted device orstop the functioning of all electrical ma-chinery within the Baxter Building (thisfunctioned as the power of Machine

Animation at Monstrous rank). This sys-tem could be activated by the computer,by Roberta, by someone in the controlroom on the 38th floor, or by anyone whomight punch the “panic buttons” locatedin every room. If the button were pushed,the field would envelope the entire build-ing.

FOUR FREEDOMS PLAZA

THE TOWERThe towering Four Freedoms Plaza is the newheadquarters for the Fantastic Four. It is agleaming concrete and glass skyscrapertopped by four immense numeral 4s. It islocated on the same site as the old BaxterBuilding but there is little the two buildingshave in common.

When the Baxter Building was hauled intospace and destroyed, Reed took the opportu-nity to increase the space available to the FF.His equipment had already filled every avail-able space and he knew the problem was onlygetting worse. When the time came to designthe FF's new headquarters, Reed decided totriple his building's size. The result is the 1500'tall, 100 story Four Freedoms Plaza.

The building is evenly divided between reg-ular tenants and the FF's headquarters. Tomake up for the inconvenience the tenantssuffered when the Baxter Building exploded,

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The following is a restored section that appeared in The Fantastic Four Compendium. At thetime the book was written (1987) Marvel had yet to do a detailed exploration of the FFP. With mybackground on architecture, I decided to give it a try. After all, Mayfair Games had created thefirst real maps of Gotham City and Metropolis, maps that were no being used within actual DCcomics.

I wasn't so lucky. When the manuscript was sent to Marvel Comics for approval, someonethere deleted about half the FFP entry, probably braying that Marvel had the sole right to depictthe FFP. As it turned out, no one ever did get around to it. When an entry of FFP finally appearedin a Handbook of the Marvel Universe, the text was lifted more or less directly from the obsolete"Baxter Building" entry. The result is surreal. The author gave the correct height for the new build-ing but gave it the same number of floors! 1500' and only 55 floors? That's 27' ceilings!

The following has grown a bit dated over the intervening years. The FF vanished and the interi-or of floors 71-100 were moved into the Negative Zone. The FF returned and moved to the water-front.

Alicia turned out to be a Skrull. Crystal, Sharon, Jennifer, and Wyatt moved on.So have we all. But its nice to visit old familar places. Have fun.

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Reed offered them increased space in the newbuilding but under the old terms, including the99-year leases. The original Baxter Buildingoccupants occupy floors 1-50 of the FFP.

Floors 51-70 are a buffer zone. Tenants onthese floors do not have 99-year leases; theymust renew on a yearly basis. This providesthe FF with room for future expansion whenthey finally outgrow their present area.

Floors 71-100 serve as the FF's headquar-ters. The layout is familiar to the FF in that itmatches the old Baxter Building layout. Floor71 acts as a reception and conference area.The FF's robotic receptionist Roberta guardsthe entrance to the rest of the building as shesits merged with her desk.

Floor 72 acts as an inn; guest suites fill thisusually unoccupied floor. Two water-filledsuites are maintained for aquatic visitors suchas Atlanteans. One is filled with fresh water,the other with salt water. These suites areactually entered from corresponding swim-ming pools on the 72nd floor. The pools canalso double as aquatic conference rooms. Awater-tight elevator connects these suites withthe river access tunnel on Sublevel 5.

The FF's living quarters occupy floors 73-75. There are suites for the Richards family;Ben; Johnny and Alicia; Crystal, Luna, andMaya; Sharon Ventura (Ms. Marvel II); WyattWingfoot; an Jennifer Walters (She-Hulk).Other facilities include the kitchen, pantry,spa, two gymnasia (one for normal strengthlevels, the other for super-strong users), alarge library, and a computerized classroom.

Floors 76 and 77 function as the team'scommand center. Meeting rooms, communi-cations stations, links to Starcore and otherastronomical organizations, and a computer-ized medical station are here.

Floors 78-80 are storage for miscellaneoussupplies. These floors serve as future expan-sion space and as a buffer in case of a disas-ter in Reed's laboratory. Alicia claimed a sec-tion of 78 as a studio for the times she staysin the building.

Floors 81-99 act as Reed's laboratory andstorage for his equipment. These floors arepossibly the most dangerous place in NewYork City. Access is strictly controlled by thefounding members of the FF. Recently Benlocked these floors to prevent the newermembers of the FF from accidentally activat-ing the equipment there. There is an identicalworkstation on each floor, enabling Reed towork on any floor. The workstation consists ofcomputer terminal, communications console,and mechanical fabricators. None of theseworkstations is located overhead any otherworkstation and no three of them are in astraight line. This minimizes the risk of severalstations being destroyed in a battle. Theworkstations are linked to each other and to asimilar console in the Richards home.

Floors 90 and 1 contain the Negative ZonePortal. The Portal is in a heavily armored roomwith walls of Unearthly strength material. A

small adjoining hangar houses the ExploratoryModule. Floor 95 contains the Microverseaccess center. The Reducta-craft and its sup-port services are housed here along with avariety of exotic microscopes capable of per-ceiving individual atoms and Microversalworlds. In game terms, these viewers haveClass 3000 Microscopic Vision.

Floors 98 and 99 serve as warehouse andmachine shops. They support the hangar on100 and act as a buffer to absorb damagefrom possible hangar disasters. Fuel tanks forthe FF's vehicles are on 99.

Floor 100 is the FF's hangar. It fills thespace under the four immense 4s that top thebuilding. The hangar is now the exclusivedomain of the various model Fantasticars andSkycycles, along with parking for visiting air-craft. Because the FAA and the NYC authori-ties have finally cracked down on the FF's airtraffic, the rocket and Pogo-Plane are nolonger housed here. However, facilities fortheir use were included in the FFp construc-tion plans. If the situation demands, the Pogo-Plane's launch platform is usable immediately.The launch platform extends outward afterone of the 4s retracts. The rocket silo can beoperational in three days. It is disguised asthe central column supporting the roof.Firepits below connect directly to a specialNegative Zone portal; this transmits theexhaust directly to the Negative Zone.

BASEMENTThe FFP's foundation reaches 150' into theManhattan bedrock. There are ten floors here.Sublevels 1-2 are used by the building's main-

tenance staff. Sublevels 3-4 contain thefreight docks and tenant warehouse facilities.A railroad spur enables large masses of freightto be moved in or out without the need todeal with the impenetrable Manhattan traffic.

Sublevels 5-15 are restricted to the FF.These floors contain special devices and sup-port facilities for floors 71-100. These includea back-up computer system, generators,holding cells, and any large items the FFmight not want on the upper floors. Sublevel 5contains the water-filled conduit that reachesthe Hudson River; this permits aquatic visitorsto directly reach the FFP without suffering theindignity of having to swim through the NYCsewer system.

BUILDING FEATURESThe basic structure of the FFP consists of var-ious combinations of reinforced concrete,steel, and other durable materials. Floors 1-50are fairly normal construction (RemarkableMaterial strength). Floors 51-80 are somewhatsturdier (Incredible Material strength). Reed'slaboratory floors 81-97 have the higheststrength (Amazing). Some internal walls arefurther reinforced to Unearthly strength; thesesurround the Negative Zone Portal andMicroverse access areas.

Floors 50, 70, and 98 contain the mechani-cal facilities for the building's ventilation andplumbing systems. The ventilation systemcontains an auxiliary oxygen supply and airrecycling system that can maintain a breath-able atmosphere within the building for days.

The FFP is permeated with small tubes 1" indiameter. These run the length of the building.

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Their purpose is to allow Mister Fantastic toquickly reach any part of the building. Thetubes extend into the rented sections of thebuilding where they are discreetly concealed aspart of the ventilator system. They are seldomused without warning the tenant beforehand.

An empty elevator shaft runs the height ofthe building. It is for the use of other membersof the FF needing to quickly get to any otherfloor. It is only for use by those with themeans to travel through the air or along walls.Safeguards in the shaft can detect and catchanyone falling down the shaft; sensors areable to differentiate between a freefall andcontrolled downward flight. In the even offreefall, nets spring out from the sides.

Trash receptacles are linked to the build-ing's recycling systems. The system has thepower of Disruption (Amazing rank) andMatter Animation (Typical rank). Anythingdumped into a trash receptacle is brokendown into its component compounds oratoms and sorted in the bins on Sublevel 4.Safeguards automatically shut the systemdown if a living being is placed in it (LifeDetection, Incredible rank).

The FFp has a series of breakaway points.These unoccupied floors have specialdestruct devices that will separate sections ofthe building. The idea is that if the FF's head-quarters is drawn into space like its predeces-sor, these devices would detach the lowercivilian floors, which would hopefully remainattached to the ground. The breakaway pointsare located on floors 54 and 70.

BELLE PORTE,CONNECTICUTA small town 100 miles from NYC. Here theRichards family initially experimented withsecret identities in an attempt to provide amore normal environment for Franklin to growin. The experiment lasted for several months,during which time the Richardses made sev-

eral friends in the neighborhood. It came to adisastrous halt when Mrs. Chalmers, a localsnoop, became convinced they were devilworshippers. She summoned a sorceress,Elspeth Cromwell, who in turn accidentallysummoned Mephisto. With their new identitiesand home in tatters, the Richardses returnedto NYC. A curious note about Belle Porte isthat many of the people there resemble char-acters from comic strips.

Notable people in Belle Porte include:• Martha Winslow, their next-door neighbor (70s)• Katie Dwyer, the local babysitter (teen)• Hyram and Lois Fieldstone and their four kids• Alma Chalmers, the local snoop and

paranoid (60s)

THE BLUE AREAOF THE MOONThis is an artificial, Earth-like environment inthe Luther Crater. The Blue area was first dis-covered by the FF a decade ago. They dis-covered the area contained the ruins of analien city and the Citadel of Uatu the Watcher.

The Blue Area was created by the Skrullsone million years ago as a testing site for theCotati and Kree. An equal number of Kree andCotati were left in the Blue Area to see whatthey could accomplish. The Kree built the citythat fills most of the Blue Area, while theCotati created a complex but subtle ecosys-tem. When the Skrulls judged the Cotati’sachievement greater, the Kree rebelled andkilled the Skrulls and Cotati. They took theSkrulls’ starship and abandoned the area.

The Blue Area was rarely visited over themillennia that followed. Then a decade ago,the FF and the Red Ghost both landed there.In the years since, the Blue Area saw increas-ing traffic. The area was used as the site forthe trial by combat of Phoenix and the X- Menagainst the Shi’ar Imperial Guard. The great-est change to the area occurred when theInhumans transplanted their entire city ofAttilan to the Blue Area.

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CENTRAL CITY,CALIFORNIAThis city is the original home of the FF. Itwas from the the nearby rocket base thatReed and the others blasted off on theirfateful trip into space. This was also theplace where the FF made their debut asa super-hero team when the Mole Mansent his monsters to attack the surface.

One of Reed’s colleagues back thenwas Harvey Jessup, a nuclear engineer.Jessup became obsessed with the Ideaof nuclear disaster. He dedicated his lifeto finding a way to save his family andfriends. He found it in the creation of apowerful forcefield that would isolate thecommunity and transport it ahead to atime when the Earth would have recov-ered from the disaster.

FIELD GENERATORReality Alteration (Temporal Flow): The

device has Beyond-rank ability to speedup the passage of time within its area ofeffect. The actual rate is 2,000,000:1(about one month per second). Becauseof the time difference, radiation cannotpass through the dome in levels highenough to be noticed. This gives thedome a pure black exterior.

As a power stunt, the device can alsoisolate specific targets from the acceler-ated time passage; this has the practicaleffect of putting that person in “sus-pended animation.”Time Travel: The field generator “stores”the time difference. It can use it to makea single time-jump that transports every-thing within its area of effect to a point inthe future equal to the same number ofyears that has elapsed inside the field.

Jessup was mistaken about the capa-bilities of his Field Generator. He hadreversed the equations and thought thattime passed swiftly on the outside of the

dome. As soon as the device was com-plete, he activated it.

The people of Central City rebelled soonafter the isolation occurred. Jessup and hisfifty assistants somehow overcame virtuallythe entire city and placed them all in stasis.Over the ten millennia that followed, Jes-sup’s people proliferated. Because of thesmall genetic pool, disastrous inbreedingoccurred. The people evolved into fivebreeds: Normals, Head-Brothers, Burners,Flyers, and Clobbers (see below).

Jessup’s admiration for the FF led himto create a religion that worshippedthem. The myth grew that someday theywould arrive to end the long isolation.

Burners:

F PR (4) Health: 24A GD (10)S PR (4) Karma: 22E TY (6)

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R TY (6)I TY (6)P GD (10)

KNOWN POWERS:Absorption Power: The Burners have theIncredible ability to safely absorb fieryattacks.Energy Body (Flame): The Burners havethe ability to transform their bodies intoanimate fireballs of Remarkable Intensity.Fire Generation: Remarkable rank.True Flight: Excellent speedThe Burners are bald midgets.Clobbers:

F RM (30) Health: 116A TY (6)S IN (40) Karma: 6E IN (40)R FE (2)I FE (2)P FE (2)

KNOWN POWERS:None.The Clobbers are huge and brutish.

Head-Brothers

F FE (2) Health: 16A PR (4)S PR (4) Karma: 52E TY (6)R TY (6)I TY (6)P IN (40)

KNOWN POWERS:Force Field Generation: (Excellent rank)Headbrothers have a twin skull andbrain. It appears as if two heads wereglued together around the ears. TheHead-Brothers have two distinct minds,although their muscles operate jointly.

Winged Flyers

F GD (10) Health: 46A EX (20)S TY (6) Karma: 18E GD (10)R TY (6)I TY (6)P TY (6)

KNOWN POWERS:Winged Flight: Typical airspeed.

Shortly after the dome was created, theWest Coast Avengers were called to inves-tigate. Iron Man penetrated the dome (inAD 11885, Dome time) and escaped threeweeks later. A few minutes later, She-Hulkaccidentally entered the dome (111940,Dome time). She was captured and placedin stasis. In 11990, the FF appeared andfulfilled the prophecy.

Reed made Jessup realize his mis-take. Jessup gave Reed the informationhe needed to correct the situation. Reedarranged to make the bulk of Central Cityflash forward to the Earth of AD 11990.The subterranean vault with the stasischambers remained behind. The govern-

ment later declared Central City a disas-ter area and began helping the peoplerebuild.COUNTER-EARTH

This was a replica of the Earth createdby the High Evolutionary. While it wasthe same size as the Earth, it was onlyabout as massive as Luna. Its interiorwas extremely porous and could beconsidered hollow. (When the High Evo-lutionary set about building this world, hewas limited to the material he couldgather from the Asteroid Belt.) CounterEarth shared the same orbit as Earth butwas located on the opposite side of thesun. It was not in existence long enoughto seriously affect the orbits of the rest ofthe planets in the Solar System.

The High Evolutionary filled his worldwith duplicates of people then living onthe real Earth. Such people as ReedRichards, Dr. Doom, and Rick Jones allhad lives that varied somewhat from theircounterparts; for example, Doom was aself-sacrificing hero and Reed was thesuper-strong Brute.

Counter-Earth was the site of the HighEvolutionary’s defeat of Galactus. It washome to Adam Warlock for a while. Re-cently the entire planet was stolen onbehalf of a race called the Beyondersand placed on exhibit in a museum. It isconsidered an example of “local talent.”

HYDRO-BASEHydro-Base is an artificial island floatingoff the U.S. coast. It is located ininternational waters about 100 mileseast-southeast of NYC. From the surfacethe Hydro-Base appears to be a naturalisland complete with a small mountainand industrial plant. However, from belowit is clearly an immense barge.

Hydro-Base was constructed by the

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supervillain Dr. Hydro (Dr. HermanFrayne) and used as a base for his oper-ations. After his defeat by Sub-Marinerand Stingray, the island became thetemporary home for his victims, theHydro-men, After Reed and Inhumanscientists finally cured them, the formerHydro-men returned to their real homes.Stingray ended up in possession ofHydro-Base, which now serves as hisheadquarters and home for he and hiswife Diane, as well as for the Avengersafter the Masters of Evil destroyed theheroes’ mansion.

When the FAA cracked down on theuse of the Avengers’ and FF headquar-ters as airports, both groups needed asecure place to base their aircraft. Theyimmediately accepted Stingray’s offer ofHydro-base’s facilities. The FantasticFour’s Pogo Plane, Intercontinental Pas-senger Missile (ICPM), and Skrull star-ship are stored here alongside theAvenger’s fleet of Quinjets.

LATVERIAThe kingdom of Latveria lies nestled inthe Balkan region of Europe. It is a small,reclusive country with history rich inmagic and tyranny. The region is hometo a tribe of gypsy sorcerers, from whomVictor Von Doom is descended. Thekings of Latveria always ruled with aniron fist; the punishment for almost anycrime was death.

Dr. Doom seized the throne a decadeago when he overthrew King Rudolpho.He ruled the country with the same irongrip that the people were accustomed to.However, Doom’s rule was less capri-cious than Rudolpho’s line. Peasants didnot suffer whenever Doom was annoyed.The graft and corruption vanished. WhenRudolpho’s brother Zorba regained thethrone, the people originally welcomedhim as a savior. However, Zorba soonreverted to his ancestors’ corrupt ways.When Doom overthrew Zorba, no onemourned his passing.

Doom has vowed to protect his nativeland from the outside world. Visas forvisitors are virtually impossible to attain.Passports for visits to the outside areequally rare. Apparently the LatverianEmbassy in NYC is the only one in theworld.

The culture of the country is a curious

blend of pre-Industrial Europe and hightechnology. It is a common sight to seerobot troops walking alongside an ox-cart. All technology is centered in Doom-stadt, the national capital. Its originalname of Haasenstadt was changed whenDr. Doom took power. The town sur-rounds the hill where Castle Doom sits.Castle Doom is a sprawling fortress. Itwag originally built in the 16th century byCount Sabbat, but Doom has almostcompletely rebuilt the castle. The castleis now a high-technology haven. It con-tains its own nuclear reactor, airport,factory, and armory. The castle has astaff of 50 humans and 250 robots ofvarious types.

LIDDLEVILLEThis is a miniature copy of a smalltown from middle America. Scaled to fitthe size of a human one half inch tall (thesize of the Wasp at her tiniest),Liddleville was a joint project of Dr. Doomand Puppet Master. The latter wanted toprovide a place where Alicia could behappily married to a human Ben Grimm,while Doom simply wanted to trap the FFPuppet Master provided the miniaturepeople and scale model bodies for him-self, Doom, Alicia, Franklin, and the FF.Doom then transferred everyone’s minds

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into the miniatures. Fortunately, the FFeventually regained their memories andtheir rightful bodies. For a time, PuppetMaster kept Doom a prisoner inLiddleville, but both eventually escapedeach other’s assassination attempts.Liddleville is currently sitting abandonedin Doom’s castle in the Adirondacks.

The Liddleville model sits on a circulartable six feet in diameter. It is surroundedby a ring of computers and pallets for thebodies of people “visiting” Liddleville.The computers can Mind Transfer a per-son into a synthe-clone puppet. The realbody then enters into Suspended Anima-tion for the length of the visit. An over-head magnifier enables a person to viewthe miniature scene below.

Holographic projectors supply illusionsof surrounding countryside and sky. Ariver runs through town, then is pipedback in the other end. The surroundingcountryside is patrolled by scale copiesof Doom’s Guardian-series robots toprevent unwilling visitors from escaping.Even if someone should escape, hewould find himself in a world where eve-rything had Incredible Growth.

Doom’s fine attention to detailprompted him to make everything inLiddleville functional. The Physics De-partment of Liddleville College includes awell-stocked laboratory with a particle-accelerator capable of duplicating anyhard radiation. When the FF used this ontheir synthe-clone bodies, they gainedmore powerful versions of their normalpowers. (In game terms, multiply thePower rank numbers by 20; this shouldyield the miniature equivalents of Shift-Ypowers.)

When Doom was trapped in hissynthe-clone identity of Vincent Vaughnby the Puppet Master, he built a minia-ture copy of his Adirondack castle. Thecastle still stands, despite a disastrousfire that melted Vincent Vaughn’s face.

KING’S CROSSING, NYThe area was the site where the FF firstfought the Skrulls. The four Skrull scoutsthey defeated were hypnotically locked inthe shape of cows. There the “cows”stayed for years as part of a local dairyherd. The Skrulls were freed and report-edly killed during the Kree-Skrull War.

During their years spent as cows, theSkrulls produced a milk-like fluid thatwas indistinguishable from real milk. TheSkrull “milk” contained Skrull genetic

material that invaded whoever drank itand transformed them into Pseudo-Skrulls. These beings retained theirhuman appearance but gained Shape-shifting powers and the inherent Skrullurge to conquer. Fortunately for Earth,this drive was transformed into reclusive-ness and the urge to create greatercrops. Sharon Selleck discovered thePseudo-Skrull invasion when her carbroke down near the town. Her allergy tomilk kept her human and enabled her todetect the contamination.

When the FF came to Sharon’s rescue,they also cured the people of the Skrullvirus. Note: it is unknown how much milkwas shipped away from King’s Crossingand was therefore not affected by the FF’scure. Anyone drinking the milk will sufferthe same effects as the King’s Crossingpopulace. It is also unknown whether therecent energy pulse that stripped all Skrullsof their Shapeshifting power also affectedany such Pseudo-Skrulls.

Pseudo-Skrulls

F GD (10) Health: 28A TY (6)S TY (6) Karma: 18E TY (6)R TY (6)I TY (6)P TY (6)

KNOWN POWERS:Shapeshifting: Typical rank

RUNNING A PSEUDO-SKRULL: ThePseudo-Skrulls are xenophobic but nothostile. They will try to capture anyonewho suspects their secret and then forcethem to drink the Skrull “milk.”

MANHATTANManhattan Island is both the center ofNYC and the current home of the FF. It ishome to 1.5 million normal humans anda few hundred mutants, altered humans,and aliens of the types who are oftencalled either super heroes or super vil-lains. Because of the high percentage ofsuperhumans living here, Manhattan hashad an unusual recent history.

The FF were the first superhumans topublicly live in Manhattan. Their arrivaland subsequent love affair with NYCprompted others to move into the area orto reveal their presence if they werealready there. This mass immigrationhad its problems. While the public lovedthe spectacle of the new super heroes, italso had to contend with the terrorbrought by the new supercriminals. Oc-casionally these plots involved the entireisland. Manhattan has twice been pickedup; the first time it was only suspendedone mile in the air, but the second timeTerrax lifted the entire island straight intoorbit! Manhattan has also been trans-ported into the Atlantic; once when thishappened Hercules towed the islandbackwards into place (the Battery was tothe north, Harlem to the south, etc.). Thegreatest disaster to befall Manhattanoccurred during the rampage of HateMonger Ill. He incited mass riots thatinvolved virtually the entire population.Arson threatened to burn the entire is-land to the waterline.

As a side effect of the high superhu-man population, Manhattan has been thesite of several first contacts with alienraces. Several time travelers have mademodern Manhattan their destination aswell.

Today the public views the superhu-mans as another ethnic group, albeit anextremely noticeable one. Public opin-ions vary with each superhuman andwith current events. The only group tohave a relatively stable public image isthe FF. For reasons pollsters have neverdiscovered, the general public has al-

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ways felt “good” toward the FF. Peoplealways treat the FF with politeness andrestraint.

MICROVERSEThe Microverse is a dimension within

our own. The popular conception is thatthe worlds of the Microverse are ouratoms. This misconception is supportedby the odd fact that the the Microversecan be reached by the power of Shrink-ing. In truth the Microverse is simplyanother dimension just a little smallerthan our own. Once a traveler hasshrunk down enough to enter the Mi-croverse, he finds himself in a universesimilar to our own. Due to an as-yet-unexplained law, most travelers end up

the same size as the humanoids of theMicroverse. The exception is made fortravelers who “come down” by differentmeans. The microversal gateway in theH.E.L.L. labs in Florida do not miniatur-ize travelers to the same size as theMicro-worlders. A H.E.L.L.-bound trav-eler is a mile tall in the Microverse.Conditions within the Microverse do notcompletely duplicate our own. For exam-ple, there are a number of atmosphericpockets scattered throughout what wouldotherwise be deep space. These pocketsform around small asteroids and possess

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both comfortable temperature and ade-quate gravity.

MICROVERSAL WORLDSMicroworld: This is the homeworld ofQueen Pearla. It appears to be a medie-val culture but possesses a high degreeof technology. The sciences are mostlyinvolved with communications, starshipdesign, and dimensional travel.Tok: A barren, desolate world inhabitedby lizardmen. They have a warrior cul-ture led by Zorak. Although they werelong-time foes of Pearla’s Microworld,they have since signed a peace treaty. Traan: Psycho-Man’s homeworld. Thisworld possesses a high technology leveland has begun to seek an interstellarempire. Psycho-Man was an explorersent out to prepare for their conquest ofother worlds.

NATHANIEL RICHARDS’WORLD

This is a parallel world discovered byNathaniel Richards, Reed’s father. Itshistory matched that of Earth-Marvel untilthe Middle Ages. In this world, the DarkAges never occurred. Instead, the Ren-aissance occurred around AD 500 andspace travel occurred in AD 850. A bitterstruggle for Lunar independence re-sulted in the destruction of the Moon.The resulting debris ravaged the Earthand destroyed most of its civilization. Twocenturies of peace followed as the survi-vors reclaimed their past glory. Thisended when another world war brokeout.

When Nathaniel Richards discoveredthis world, the survivors had developedisolated communities harnessing whatlittle technology survived the two wars.Richards joined forces with the Eyrie, amatriarchy that retained a high degree ofculture. Richards married the matriarch’sdaughter and set about redeveloping thelost technology. His first successes werethe flying mounts used by the Eyrie andother cultures. Later he developed giantTripods. Richards was so wrapped up inhis work he never realized his wife hadusurped his identity, begun to call herselfthe Warlord, and set about conqueringthe area. The timely arrival of the FFended her plans for conquest; she acci-dentally disintegrated herself while tryingto kill them. Nathaniel decided to stay onhis adopted world and finally lead it intoa golden age. Although none of the FFknow it, this is the homeworld of the timetravelers known as Rama Tut, Kang,Rama II, and Immortus, who is a descen-dant of Nathaniel’s.

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NEGATIVE ZONEThe Negative Zone is a parallel uni-

verse composed of anti-matter. In size itis equal to that of the Marvel Universe.Time flows at a different rate there, withseveral months passing in the Earthlyequivalent of hours. This helpful factenables an explorer to take a long jour-ney and still be home for dinner.

The Negative Zone can be entered byanyone with the proper equipment. OnEarth, the only portals are located in theFF’s headquarters. The original portalwas a door seven feet in diameter sur-rounded by support machinery. Reedbuilt a second portal in the form of a 500-meter shaft, 499 meters of which onlyexisted in the Negative Zone. The portalshad safeguards designed to simply breakthe link between dimensions if the portalwere damaged or destroyed. Unfortu-nately the explosion of the Baxter Build-ing disabled the safeguards. Theresulting dimension warp had to besealed in orbit by a CL1000 matter-anti-matter explosion (Reed’s space suittouching Annihilus’s armor). Reed hasrecreated the shaft portal in the FourFreedoms Plaza.

Each portal contains equipment thattransforms matter into antimatter (if go-ing into the Negative Zone) or antimatterinto matter (if leaving it). This preventsexplosions that could possibly destroy allthe Northern Hemisphere. This destruc-tive potential is an ultra-classified secret.

Next to each portal is a Negative ZoneViewer. It provides a telescopic view ofthe other side (Telescopic Vision, Goodrank).

When a person travels through theportal, he first encounters the DistortionZone. This is a section of Subspace thatserves as the gateway to all dimensions.It is a turbulent area filled with hypnoticflashes of intense colors.

Once within the Negative Zone, thetraveler finds himself in orbit over theNegative Zone’s counterpart to Earth.This lifeless world is surrounded by ex-ploding debris. Most of the FF’s encoun-ters with the Negative Zone have beenlimited to this area. However, with thedevelopment of the Negative ZoneExploratory Module, the team was finallyable to explore an area equivalent todozens of light-years of space.

WORLDS OF THE NEGATIVE ZONEARTHROS: Annihilus’ homeworld. Thisplanet is home to mindless insects. Alllife resulted from the efforts of theTyannese.BALUUR: Blastaar’s homeworld. This isa high-technology world with a star-faringrace. Blastaar was originally considereda tyrant there but the people later re-turned his throne to him. He then forgedthe Baluurians into an interstellar empire.Much of the Baluurian starfleet was de-stroyed in the final battle between Blas-taar and Annihilus.KESTOR’S HOPE: This two-mile-longstarship contains the last survivors of theplanet Kestor. The planet Kestor wasdestroyed ten thousand years ago whenits sun went super-nova. The Kestoriansonly had time to load 20,000 peopleaboard a great space ark. There theywere placed in suspended animationuntil the ship reached its destination.Unfortunately, the blast devastated theship. The main computer was demol-ished and only 500 people survived.They thought they were selected to pro-tect the remaining sleepers. The truthbecame a secret handed down from FirstOfficer to First Officer for five hundredgenerations. When the FF interceptedthe ship, Reed decided that he couldassist the Kestorians finally locate aworld similar to lost Kestor. He repairedtheir ships’ computer and brought theship to a landing. There the Kestoriansdiscovered that they had subtly mutatedto the point where they could no longerabide such a world. In the confusion that

followed the emergency lift-off, the cap-tain finally learned the long-kept secret.He died from the shock. When the FF leftthe Kestor’s Hope, the ship sailed on insearch of a homeworld.KestorianF A S E R I PGD TY EX EX EX GD TYWEAKNESS: The Kestorians are agora-phobic and require polluted air. MANTRACORA: This world has a cultureand technology level similar to medievalArabia. Thirty years ago an alien crashedthere and hid his ship beneath a greattemple. He killed the high priest, TaranithGelstal, and assumed his identity. Thenhe perverted the religion to fit his needs.His ship’s computer was damaged; hedecided that humanoid minds could beadded to it to replace the damaged cir-cuits. He had nearly completed his re-pairs when he discovered Reed’spresence. He kidnapped Reed and addedhim to his ship’s computer. The rest ofthe FF rescued Reed and they used theship to return to Earth in time to defeatAnnihilus’ latest scheme.OOTAH’S WORLD: Ages ago, the highlyadvanced people developed a single citycontrolled by a master computer, Ootah.The city-computer developed self-aware-ness and saw its inhabitants as para-sites. It drove them out by instilling mon-strous panic. The people reverted to sav-agery. They built squalid cities alongOotah’s walls. They developed a religionbased on appeasing the demon god,Ootah. “Brides of Ootah” were periodi-cally offered to the great portal, where

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they were transformed into light. In truth,Ootah’s defense systems disintegratedthem. When the FF arrived, they helpedthe people destroy Ootah. Reed nowthinks this was a tragic mistake.TYANNA: This high technology world isresponsible for much of the life in theNegative Zone. Ages ago their explorerships were sent out to seed their uni-verse with life.

PROJECT PEGASUSThe name is an acronym for Potential

Energy Group/ Alternate Sources/ UnitedStates. It is an advanced research facilitysequestered in Athena Mountain in up-state New York. It is chartered andfunded by the Department of Energy toexplore new energy sources based onrenewable resources. However, explo-ration of the field led to the Project’s fre-quent involvement with the unique powersources present in superhumans.

From outside, the Project appears tobe a modest, mountaintop compoundconsisting of two three-story adminstra-tion buildings, adjoining optical and radioobservatories, a circle of geodesicdomes, and a small airport. The bulk ofthe Project’s facilities lie underground inthe 24-story “Silo” and connecting mod-ules. The Silo is divided into eight levels(A-H), each of which is further divided

into three floors.A Solar Power researchB Communications C Security Systems D Administration E Central Computer and

Housekeeping F Building Maintenance G Life Support Systems H Breeder Reactor

Branching off the Silo are twelve sub-terranean domes. Six serve as housingfor the Project’s 1000-odd staff. Theremaining domes serve as specializedresearch facilities. Individual domes arededicated to the following fields: cosmicenergy, thermal energy, nuclear wastetreatment, cold fission, magnetism andgravity, and human resources. Transpor-tation is handled by high speed elevatorsnicknamed “zoom tubes” and a spiraltunnel known as the Loop.

It is the human resources center, nick-named “the Compound:’ that gained theProject its notoriety. Under the guidanceof Dr. Henri Sorel, the Compound under-took the study of superhumans as powersources. Sorel intended to quantity andcatalogue the powers of every superhu-man in the country. While budgetaryrestraints kept him from fulfilling hisproject, he managed to complete exten-

sive studies on the following people andbeings:Atom-Smasher, Blackout, Bres, Capt.America, the Cosmic Cube, Dazzler,Electro, Equinox, Fusion, Giant-Man II,Klaw, Letha, Moonstone, Nitro, Nuklo,Poundcakes, Quasar, Rhino, ScreamingMimi, Silas King, Solarr, Thing, Thundra,Titania, Vibro, and Wundarr (a.k.a.Aquarian).

This research enabled the governmentto construct the super-villain prisonknown as the Vault. The research mayalso have been made available to Pro-ject: Wideawake and other anti-mutantorganizations within the government.The research was not always done withthe subject’s consent, especially if thesubject was a super-villain. This denial ofsubjects’ rights, as well as several bat-tles involving superhumans, eventuallyprompted the government to close downthe Compound and transfer the researchto other facilities.

Past and present Pegasus staff mem-bers include:• Dr. Myron Wilburn, architectural con-

sultant and now administration direc-tor;

• Dr. Anson Harkov, research director;• Dr. Margaret Mayfair, director of devel-

opments, patents, and marketing;• Dr. Henri Sorel, Compound director;• Quasar (Wendell Vaughn), security

director;• Guardsman (Michael O’Brien), Qua-

sar’s replacement;• Dr. William Foster (Giant-Man 11), bio-

chemist; and• Dr. Thomas Lightner, cosmic energy

researcher secretly in the pay of Rox-xon Oil’s Nth Command

SAVAGE LAND AND PANGEAThe Savage Land and Pangea were apair of deep valleys hidden in thePalmerland peninsula of Antarctica. Theywere tucked deep within the volcanoes ofthe Eternity Mountain range. The SavageLand was created 20,000 years ago as abiological laboratory and testing ground.It is unknown who was behind the exper-iment (extra-terrestrials, Eternals, andDeviants seem the most likely ones). Theresults of their experiments survived tothe present day. These included recrea-tions of formerly-extinct species like thedinosaurs as well as new species like theanimal-men.

The experimental area had been aban-doned when it was rediscovered by pre-

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cataclysmic Atlanteans and settled as acolony. The Atlanteans repaired theenvironmental machinery left by thebuilders, then used it to increase thehabitable land to include the valley theycalled Pangea. The Atlanteans usedPangea as a resort and amusementcenter. The Atlanteans discovered how touse the builders’ devices to mutate thelocal natives into a variety of demihu-mans, such as fish-people, bird-people,and so on. These demihumans wereused as laborers. Later the Atlanteansmade the machinery self-maintaining andthe demihumans were set free to settlethe unused sections of Pangea.

With the destruction of Atlantis, thesurvivors were left on their own. Whiletheir civilization survived, it slowly re-gressed to a barbarous level. A laterplate shift dropped Pangea below sealevel and cut it off from the Savage Land.

In the 20th century the Savage Landwas rediscovered by Lord Robert Plun-der, a British scientist and explorer. Hediscovered a vein of “Anti-metal,” a Vi-branium isotope that destroys molecularbonds and reduces substances to theircomponent elements. He shared knowl-edge of the Savage Land with his twosons, Kevin and Parnival. When crimi-nals sought the location of the Anti-metallode, Robert and Kevin fled to the Sav-age Land. Robert was soon killed but hisson survived to grow into the jungle herocalled Ka-Zar.

In more recent years the Savage Landand Pangea were increasingly involvedwith the modern world. Magneto redis-covered the builders’ mutating deviceand used it to create a team of artificialmutants. Finally, the worldwrecker Termi-nus discovered the hidden valleys anddestroyed them as a test of his destruc-tive abilities. Only Ka-Zar and his wifeSheena survived the catastrophe. Termi-nus was later destroyed and his armorstill remains there. While the builders’environmental machinery was disabled, itmay be repairable.

SUBTERRANEAThe interior of the Marvel Earth ishoneycombed with an interlocking seriesof immense caverns. This cavern systemextends as deep as seven miles,into themantle. Subterranea was settled by theDeviants and their human slaves. TheDeviants’ war with the Eternals hadforced them to abandon the surface. The

Deviants’ science constructed largewarrens for their people, built mining andoffensive devices of great power, andcreated several breeds of monsters.

The term “Subterranean” refers to theraces that descended from the Deviants’slaves. There are three main types—theGortokian “Lava Men,” the Moloids, andthe Tyrannoids. The Gortokians were thefirst created. They were nearly identicalto humans but they possessed adapta-tions to the dark. After the Gortokiansexpelled their Deviant masters, they fellto worshipping a demon. The demonlater transformed his followers into theLava Men.

The Deviants then tried again andcreated two similar races of yellow-skinned humanoids. These later becameknown as the Moloids and Tyrannoids.These beings were submissive workersand were no match for the Gortokians.The Gortokians eventually forced theDeviants to flee most of Subterranea.and retreat to a single city, the “City ofToads” under the Pacific Ocean.

Although abandoned by their masters,the Subterraneans continued to carry outtheir duties. Eventually they found newmasters. The wizard Merlin banished anevil Roman, Tyrannus, to the Earth’sdepths. There he discovered his newsubjects, the Tyrranoids. Early in thiscentury, the Mole Man discovered hisfuture subjects, the Moloids. He alsodiscovered the great monsters that roamSubterranea.

Other races colonized Subterranea. An

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Atlantean city was moved intact to thisrealm. Netheria now sits in a cavernunder the North Atlantic. An Incan city, ElDorado, was hidden beneath the AndesMountains. The city was recently aban-doned after it was wrecked in a battlebetween the Hulk and Tyrannus.

At the current time, Tyrannus hasvanished; Mole Man now commands hisTyrannoids. The Gortokian race wasbelieved destroyed after they encoun-tered surface diseases.

LAVA MENF GD (10) Health: 56A TY (6)S EX (20) Karma: 18E EX (20)R TY (6)I TY (6)P TY (6)

KNOWN POWERS:Resistance to Heat: Monstrous rank.Heat Emission: Amazing rank.Molecular Conversion: They have theRemarkable ability to transform metalinto ash.Spray: Lava Men can create Excellentintensity gusts of volcanic ash.

MOLOIDS and TYRRANOIDSF TY (6) Health: 32A TY (6)S GD (10) Karma: 10E GD (10)R TY (6)I FE (2)P FE (2)

KNOWN POWERS:Abnormal Sensitivity: These races cansee in the dark but are blinded by normallight.

WAKANDAThis northern African nation is home to

T’Challa, the Black Panther. It is a small,prosperous country that manages to mixits tribal past with the modern technologi-cal world. The Wakanda tribe derivesgreat revenues from the sale of Vibra-nium, the rare metal that absorbs vibra-tion; Wakanda has a virtual monopoly onthe metal. A sacred hill contains an im-mense lode of the metal. By selling smallamounts of it, the Wakanda tribe hasamassed a fortune large enough to makeup for their lack of an industrial base.

The culture remains tribal. The tribes-people prefer to maintain their traditionaldress and customs. However, they aretrained in extremely modern technologyand have created such wonders as aflying car and a gigantic robot panther.

The Black Tower of M’Kumbe rises1000 feet above the Wakandan jungle.The tower is a forbidden area and withgood reason-the pseudo-Roman colonyrun by Gaius Tiberius Augustus Agrippa

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VEHICLES

was hidden inside it. For centuries hehad kidnaped Wakandans and brain-washed them into his “Roman” subjects.Agrippa’s colony was destroyed shortlyafter the FF discovered its existence.

WUNDAGORE MOUNTAINThis mountain in the Balkan country of

Transia has a long history of occupationby supernatural and superhuman beings.In the Sixth Century AD, the mountainwas the site where Morgan Le Fey andher magical cult of Darkholders sum-moned the Elder God, Cthon. After dis-covering he was too powerful for theircontrol, they managed to imprison himwithin the depths of the mountain.

In the twentieth century, Wundagorewas chosen as the site for a laboratorywhere Herbert Wyndham (see High Evo-lutionary) and Jonathan Drew studiedaccelerated evolution. They discoveredand exploited the rich veins of uraniumfound within the mountain. The profitswere used to built a citadel of advancedscientific research. In this citadel, Wynd-ham eventually became the High Evolu-

tionary. He created the New Men, ani-mals who had been transformed intodemihumans. When he became aware ofCthon’s malevolent presence within themountain, Wyndham organized the NewMen into the Knights of Wundagore.Drew’s daughter Jessica acquired radia-tion poisoning during her childhood here;this forced Wyndham to place her intosuspended animation and begin theprocess that eventually transformed herinto Spiderwoman I. Eventually the HighEvolutionary rebuilt his citadel into astarship; he and the New Men left Earthfor space. One of his New Men, the ma-ternal Bova, stayed behind in a cottageto care for the still-sleeping Jessica.

In the following years, Wundagorebecame the site of several battles involv-ing Morgan Le Fey, her former followerthe magician Magnus, Cthon, and Mo-

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dred the Mystic, Spider Woman, and theAvengers.

Today the mountain is abandoned.The desolate launching cradle and theruins of Bova’s cottage are all thatremain. However, occasionally relics ofpast occupants surface. The BlackKnight’s Atomic Steed is one such relic.

NEW MENKnights of Wundagore

Physical ranks VaryR GD (10) Karma: 30I GD (10)P GD (10)

(Note: The physical ranks are equal tothose of the original animal the NewMan was created from. For example, aLupinoid would have Excellent Fightingand Good ranks for the rest.)

KNOWN POWERS:Demihuman Form: All New Men are ani-mals who were transformed into demi-human beings. Despite the original sizeof the animal, the resultant New man isabout the size of a normal adult human.However, each New Man has an appear-ance that retains distinctive traits of itsorignal form.Natural Weaponry: The New Men retainsuch features as fangs, claws, andhorns.

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Body Armor (Tech): Each Knight isequipped with a suit that gives him Excel-lent protection against physical attacks.Atomic Steeds: These flying mountsweigh 2750 pounds. They can support anadditional 450 pounds. Maximum speedis Shift-X airspeed and maximum rangeis 37,000 miles.

They are extremely maneuverable; ingame terms they possess the pilot’sDexterity.RUNNING A NEW MAN: Both the NewMen and the Knights display personalitiesreminescent of their animal origins. Mostare loyal to the High Evolutionary; a rebel-lion occurred but was swiftly put downwhen the High Evolutionary devolved therebels back into animals. Individuals arebright and compassionate.XANDAR

This is a world in the Andromeda gal-axy on the edge of the Skrull Empire.The Xandarians developed a highlyadvanced technological society. Thecenter of their civilization were the LivingComputers, immense computer banksthat incorporated the minds of Xandar’smost brilliant thinkers.

Unfortunately, Xandar’s glory was alsoits most irresistible treasure. The warlordZorr attacked Xandar for its energy andnearly completely drained it. The planetcrumbled into asteroid fragments. Fortu-nately, a Watcher lent his aid. He formedatmosphere-retaining force fields aroundthe four fragments bearing Xandar’slargest cities. Then he set the four aster-oids in a diamond formation and set itadrift into space. The Xandarians soonlearned how to pierce the force fields andconnect the four asteroids with immensetunnels. They rearranged the asteroid-cities for greater efficiency. One held thecity, the second the factories, the thirdthe farms, and the fourth was stripped asa mine.

In the following years the Xandariansdeveloped a defense force of superhu-mans called the Nova Corps to defend itagainst new threats. Although they wereextremely powerful, the Nova Corps wasno match for the Skrulls who had cometo seize the Living Computers. The inter-vention of the FF and other superhu-mans from Earth, as well as R’Klll’sassassination of Emperor Dorrek, finallycaused the Skrulls to break off the at-tack.

The Living Computers assisted theSphinx to attain incredible powers. Theyalso unknowingly assisted the disem-

bodied mind of Dr. Sun to become pow-erful enough to seize the newly-builtH.E.R.B.I.E and later the Baxter Build-ing’s central computer.

The civilization was recently destroyedby the supervillainess Nebula.

NOTABLE XANDARIANSAdora: Queen of the Xandarians.Gabriel Lan: Captain of Xandar’s firststarship, the Way-Opener, and later Ga-lactus’ second herald, Air-Walker. Pyreus Kril: Former Nova Corpsman, firstofficer of the Way-Opener, and later Ga-lactus’ herald, Firelord.Rhomann Dey: Nova Prime-Centurionwho pursued Zorr to Earth. There hedestroyed Zorr and passed his powerson to Richard Rider.Tanak Valt: Former Nova Prime-Centurion and Adora’s lover.Thoran Rul: Nova Prime-Centurion latertransformed by the Living Computersinto the Protector.Master Xar: Xandar’s chief scientist andAdora’s advisor.

LIVING COMPUTERSOF XANDAR

F N/A Health: 3000A N/AS N/A Karma: 5000E CL3000R CL1000 Resources: CL1000I CL1000P CL3000 Popularity: 100

KNOWN POWERS:Cyborg Body: The core of the LivingComputers are the special nutrient tanksthat maintain the brains of Xandar’s mostbrilliant thinkers.Computer Body: The rest of the LivingComputer is a mile-high tower of micro-circuitry.Power Creation: The Living Computershave the Shift-Z ability to give superpow-ers to normally powerless beings. This ishow they create the Nova Corpsmen. Power Transferral: They can transferexisting powers from one being to an-other with Shift-Z ease.

In addition, the Living Computers havethe following Mental powers, all at Shift-Zrank:ClairaudienceClairvoyanceCommunicate with CyberneticsCosmic Awareness

Iron WillLinguisticsMental ProbeMind TransferralNeural ManipulationPower ControlRemote SensingSensory LinkTelepathyTelelocation

TALENTS: The Living Computers containthe entire range of Xandarian knowledge.

CONTACTS: They are devotedly servedby the Xandarians and the Nova Corps.They have assisted the FF

BACKGROUND: The Living Computersare a cyborg computer incorporatin4 theliving brains of Xandarian geniuses and amile-tall tower of circuitry.

RUNNING THE LIVING COMPUTERS:They are computers. They are self-awareand possessing personalities reminiscentof their original bodies.The FF have had a long-running fasci-nation with vehicles of all types. This isunderstandable in light of the the FF’sbackgrounds (Reed and starships, Benand piloting, Johnny and race cars).Unlike most super-hero teams, the FFhave the ability to design and build theirown vehicles. This is convenient sincethe FF’s vehicles have a habit of beingdestroyed.

FANTASTICARThe term refers to a series of flying

vehicles used by the FF over the years.All the vehicles of this series carry sev-eral passengers and can break intoindependently-powered modules forindividual flight.

Model 1 is affectionately known as “TheFlying Bathtub.” This open-canopied vehi-cle can carry four adults or about 1200pounds of mass. It has Poor flying speed(60 mph) and a range of 200 miles. It isprimarily used for inner city use or shorttrips to surrounding areas. The Tub breaksinto four rectangular boxes. Each compart-ment has Feeble airspeed (30 mph) and arange of 100 miles.

Model 2 is the advanced model de-signed by Johnny Storm. While it isopen-canopied like its predecessor, atleast this one has windshields. The fourpassenger modules attach to a centralengine core. Each module can carry two

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passengers for a total of eight. The sidemodules can detach to form miniaturejetplanes. These mini-plane moduleshave Incredible airspeed (350 mph), aceiling of 38,000 feet, and a range of 400miles. The entire vehicle has Monstrousairspeed (550 mph), a ceiling of 30,000feet, and a range of 1000 miles.

Model 3 was recently completed. It issimilar to Model 2 except that it has fullyenclosed compartments and more pow-erful engines. The entire vehicle hasShift-X airspeed (1000 mph), a ceiling of40,000 feet, and a range of 1500 miles.The mini-plane modules have Monstrousairspeed, a ceiling of 45,000 feet, and arange of 500 miles.

FANTASTICOPTERIn their early days, the FF owned a

helicopter. This vehicle carried 6 passen-gers at Good speed (150 mph) for arange of 200 miles. While the Fantasti-copter had better abilities than the FlyingBathtub, this little-known vehicle wasalmost immediately rendered obsolete bythe Model 2 Fantasticar.INTERCONTINENTAL PASSENGERMISSILE

This is an ICBM that Reed modified foruse as an ultra-fast long range craft. Itwas primarily intended for trips to remoteregions where refueling would be impos-sible or for short space flights. It pos-sesses fold-out wings that deploy oncommand after lift-off or in an emergencyif the ship loses power. The ICPM carrieseight passengers and an additional ton ofcargo. Its cargo compartment is de-signed to haul the Model I Fantasticar.The ICPM is designed for VTOL andcontains special landing gear to keep itupright on tilted terrain.

The ICPMs were originally launchedfrom a silo in the Baxter Building. How-ever, the FAA finally stopped this prac-tice. When the Four Freedoms Plaza wasdesigned, Reed secretly included animproved silo but it requires lengthypreparation before it can be used. TheICPM now sits exiled on the Avengers’Hydro-Base.

NEGATIVE ZONE EXPLORER,MODEL I

This peculiar ship is a baby starshipdesigned for use within the NegativeZone. It draws its power from the anti-matter that forms the Negative Zone. TheExplorer carries four passengers in tightconditions. The entire Explorer unfoldslike flower petals to release its passen-gers. Inside the Negative Zone, the Ex-plorer has CL5000 speed (1000 timeslightspeed) in space and Remarkableairspeed. Recycling systems maintainthe air. Food is limited to a five monthsupply of concentrates.

The Explorer was left behind on theNegative Zone world of Mantracora.

POGO-PLANEThis is the FF’s original long-range

vehicle. This VTOL aircraft is capable ofswift intercontinental flights. Unlike theFantasticars, the Pogo Plane has amplecargo room. The “Flying Bathtub” isdesigned to fit easily within the aft cargocompartment. The Pogo-Plane can landin any soil condition; special landing gearkeeps it upright no matter how the terrainleans. While the Pogo-Plane is primarilyjet powered, it has a back-up rocketsystem that enables it to make limitedspace flights. The original Pogo-Planehad Unearthly airspeed (600 mph) and arange of 15,000 miles. The current Pogo-Plane has Shift-Y airspeed (1200 mph)and a range of 2170 miles. Currently thePogo Plane shares a hangar with theICPM at Stingray’s Hydro-Base.

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REDUCTA-CRAFTThis bottle-shaped vehicle is used for

exploring the Microverse. The front pas-senger module has a canopy that pro-tects four passengers. The enginemodule contains the propulsion system(CL1000 speed) and Shrinkage device(CL5000 rank). The Reducta-Craft sits inthe FF’s headquarters.

SKRULL STARSHIPThis is a small starship given the FF by

the new Skrull Emperor. It has threeengines, a sizable flight compartment,and room for twenty or more passengers.It can carry a total payload of four tons.The ship has an onboard Astro-navigation system that takes care ofpiloting the ship between stars. No Astro-Navigational skill is needed to pilot it.The ship has CL1000 speed (10,000 mphin the air, 1,000,000 mph in space) and aHyperdrive engine that can transport itnearly instantly anywhere in the nearbygalaxies. This vehicle is kept at the FF’shangar on Hydro-Base.SKY-CYCLES

The term refers to a series of open-framework flying vehicles used for short-range trips. The basic design is anarrangement of fuel tanks and enginefans topped by a saddle and controlbars. While the Sky-Cycles are slowerand have less range than the Fantasti-cars, they have the advantages of beingquieter, lighter, and more fuel efficient.

The one-man version is in effect astripped version of the Model 1 Fantasti-car. It has Feeble airspeed (30 mph) anda range of 20 miles.

The multi-passenger version can carryup to four passengers at Poor speed (60mph) for up to 50 miles.

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INTRODUCTIONThis mini-adventure is included in the book togive you a crash course in the history and"feel" of the Fantastic Four. Although it is setin the present day, it can be used with any ofthe teams of the FF. It can even be run usingplayer-generated characters, assuming theyare somehow connected in your campaign tothe FF's extended family. However ReedRichards should be present in some mannerin this adventure, either as a PC or NPC.

The adventure can easily be inserted intothe Judge's current campaign since it is self-contained. The only problem a Judge couldhave is if the PCs blow the adventure. In thatcase, the PCs next adventure will require anew headquarters.

BACKGROUNDThe scenario revolves around Gormuu theInfinite Monster. As the reader now knows,Gormuu was Reed's first major foe. Reeddefeated Gormuu by turning the monster'spowers against him, devising a Power Beamerto affect Gormuu's self-enlarging power.Gormuu rapidly increased in size to the pointwhere he had less substance than an inter-stellar gas cloud. Reed never publicly revealedhow he defeated Gormuu. Perhaps he thoughtan insane individual might destroy the PowerBeamer and somehow return Gormuu toEarth. He also suspected that Gormuu mightsomeday return to Earth when his power to

expand ran out. For this reason, Reed contin-ued to operate the Power Beamer over theyears, knowing Gormuu would still absorb theenergy and continue to grow. Reed took thePower Beamer with him when his newlyformed Fantastic Four set up their BaxterBuilding headquarters. The Power Beamer tookup residency in Reed's 33rd floor laboratory.

The Terrax the Untamed destroyed thePower Beamer along with the rest of the 33rd,34th, and 35th floors. As soon as the crisispast, Reed rebuilt the Power Beamer andswitched it on.

Gormuu continued to grow.Since the Power Beamer operated auto-

matically and was self-maintaining, Reedspent little time on it. The others even forgotits existence, if they had even known about itat all. Then one day Reed himself forgot aboutthe Power Beamer's existence.

When Reed's mind was transferred in theMantracore computers in the Negative Zone,he lost parts of his memory. Little things thatmight have been important but h hardly everthought of, things like the color of his mother'seyes or who his childhood playmates were orthe reason for the Power Beamer's existence.

The loss became critical when the BaxterBuilding was destroyed by Doctor Doom. WhenReed built Four Freedoms Plaza and recreatedmost of his lost equipment, the Power Beamerremained forgotten and unrestored.

Gormuu stopped growing.

At this point Gormuu was larger than theMilky Way galaxy but so diffused as to beundetectable. He begabn to shrink, slowly atfirst, then faster as the energy that had held hisatoms apart disappeared. He was like an infiniterubber band that had begun to spring back.

Enter the Wizard into our story. He hadbeen lying low of late, engaged in an exhaus-tive study of Reed Richards' life and works.He hoped that somewhere in Reed's past hewould discover some useful bit of information,something that would enable him to finallybeat the FF. A chance discovery of Reed'slong-abandoned lab notes from his CentralCity, California, days told the Wizard howRichards defeated Gormuu. The Wizard curi-ously tested Reed's theories about Gormuu.He was puzzled that he could find no trace ofthe Power Beamer's energy signature but hedid find traces of Gormuu. The Wizard real-ized Reed was right. Gormuu was coalescingand that he would return to his original size inonly three weeks!

The Wizard hit upon a plan to exploit hisdiscovery. Gormuu would be the tool thatwould enable the Wizard to loot the FourFreedoms Plaza. While the Wizard had nodoubt that the FF would defeat Gormuu, theywould be distracted long enough for theWizard to steal anything he could.

The Wizard made one alteration in events.His research showed Gormuu was shrinkingtoward the site he had been enlarged so longago, Central City California. The first step inthe Wizard's plan called for Gormuu to beredirected toward New York City, the FF's cur-rent home. The Wizard devised an EnergyLure that relocated the focus point ofGormuu's shrinkage to the Four FreedomsPlaza. One week before this adventure begins,the Wizard managed to sneak onto the FFP's51st floor and hid the energy lure in the venti-lation system.

The Wizard had theorized that whenGormuu reformed, his peculiar atomic naturewould wreak havoc with the delicate electron-ics and high-tech systems of the FFP.Although this wouldn't directly aid th Wizard,such mishaps should keep the FF busy, per-haps too busy to notice what was about tobefall them. These strange events will begin tohappen three days before Gormuu reappears.

Unbeknownst to the Wizard, the EnergyLure was having an unexpected effect onGormuu. Rather than stop at his originalheight of 25', Gormuu would now continue toshrink uncontrollably. After a brief stop at 25',Gormuu will begin to shrink until his atomscollapse into a ball of neutronium. One dayafter Gormuu's return, the FFP will be com-pletely destroyed and the entire Earth placedin severe peril.

The adventure begins at a point when theFF are between crises. They are scatteredaround the FFP doing whatever they do intheir off-hours.

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FROM THE BEGINNING COMES THE END!A Fantastic Four Adventure by David Edward Martin

The following adventure was originally conceived as part of The Fantastic Four Compendium, mysecond book for TSR, published in 1987. The first two books in the MA series had a small adven-ture as the final chapter. MIne was originally expected to follow that pattern. Using Gormuu as thehook and Four Freedoms Plaza as the setting, I started to assemble the adventure that follows.

As things turned out, I was running out of room in my manuscript for the proposed adventure.Fine. I put the uncompleted adventure aside and filled the rest of the book with other things. Theadventure's only copy, the original manuscript printout, sat unread in a fat orange binder on theback of a storage shelf.

Until now.What follows is the adventure as it might have appeared, had I finished it and inserted it into The

FFC. Note that this is an early draft more akin to my thoughts on what should happen rather than aclear outline for the Judge to use in gaming. This still needs some work. Feel free to modify it how-ever you want. For example, you might consider updating it to reflect the current FF setting.

Note that the adventure runs a lot fairer to the players if they have a copy of The FFC handy.After all, Gormuu has only made three appearances in print. If either Reed Richards or SueRichards are being run as PCs, the Judge should covertly prepare them for this adventure bysomehow making sure those players read the Gormuu entry, say a week or a month before theactual gaming session occurs. Be subtle; give them the info they will need buried in with a bunchof other stuff. For example, leave the Gormuu issue of Fantastic Four out with the rest of yourcomics where your gamers can read it.

As for playing the adventure, well, this thing is a custard pie with a vial of nitroglycerine in it.Gormuu and the rest of the NPC antagonists are not exactly world-threatening and are a bit onthe goofy side. While this is not exactly a humorous adventure. it's far from being grim and gritty!The only real threat is the timebomb of Gormuu's uncontrolled shrinking but players ignore that atthe risk of wiping out the center of the Marvel Universe..

And now, for the first time ever,“From the Beginning Comes the End!”

ADVENTURE

TIMETABLE

G-? Power Beamer destroyedG-21 days Wizard discovers Gormuu's

existenceG-7 days Wizard plants Energy Lure in

FFPG-5 days Starcore detects a freak nebu-

laG-3 days The Thing's exercise equip-

ment goes berserkG-2 days Fantasticars out of controlG-36 hours H.U.B.E.R.T. goes awryG-30 hours Negative Zone portal leaks

anti-matterG-24 hours Trapster invades the FFPG-15 hours Microverse starships invade

the FFPG-13 hours Starcore notifies the FFG-11 hours Mutant warriors come through

Time MachineG-10 hours Gormuu visible in daylightG-4 hours Gormuu 1 mile tall but still

intangibleG Hour Gormuu solidifies at 200'G+15 minutes Wizard penetrates the FFP;

Gormuu 100'G+30 minutes Gormuu 50'G+1 hour Gormuu 25'G+2 hours Gormuu 12'G+3 hours Gormuu 6'G+4 hours Gormuu 3'G+5 hours Gormuu 20"G+6 hours Gormuu 10"G+7 hours Gormuu 5"G+8 hours Gormuu 2"G+9 hours Gormuu 1"G+11 hours Gormuu .25"G+13 hours Gormuu .0625"G+15 hours Gormuu .015"G+18 Gormuu .001"G+21 hours Gormuu .00001G+24 hours Neutronium. FFP implodes.

ENCOUNTER 1No Pain No Gain!Summary: Ben and other superstrong teammembers are exercising in his special gymwhen interference from Gormuu causes theequipment to malfunction.

Starting: Ben and any superstrong charactersare in the gym. Less strong characters maywatch if they want. The strongmen are in themiddle of their routines when trouble begins.

Encounter: All the superstrong PCs are usingvarious pieces of equipment. The devices aredesigned to equal the PC's strength asincreased pressure is applied by the exercis-ing PC. If only one PC is exercising, he isusing the Reverse Polarity Force-Resistor.This is a pair of electromagnets that strap tothe PC's wrists. The devices possessMonstrous Magnetism. They alternately attractor repel each other; they switch when the PC

successfully resists their power. The devicesare built of Remarkable Material.

If another PC is exercising, that PC is usingthe Isometric Lift Bar. This is a horizontal barattached by cables to the floor. Pressure onthe bar causes the bar to pull towards thefloor. The intensity of the pull is +1Cs higherthan the PC's grip on the bar. The apparatusis made of Amazing Material. When the trou-ble starts, the bar suddenly gains +3CSStrength and pins the PC to the floor. The PCmust destroy th bar or lift it away long enoughtop free himself.

Meanwhile, the Force-Resistor switches torepelling. A power surge raises the rank toMonstrous. Whoever is using them mustbreak free of at least one of them or risk beingtorn in two. Once one half is disabled orremoved, the other flies in a straight line atTypical speed. The device will try to smashthrough any barrier, dragging the PC with it.Eventually the PC may find himself in mid-airoutside the FFp. The devise will continue itsflight in a descending arc, touching down 3miles away.

Aftermath: An examination of the remainingexercise equipment shows nothing. The otherdevices operate normally.

KARMA:Defeating the threat +20Assisting a trapped PC +10

ENCOUNTER 2Fly the Friendly Skies!Summary: The PCs battle runaway Fantasti-cars.

Starting: It is one day later. One or more of thePCs are patrolling Manhattan in a Mark IIIFantasticar when they receive the Mark IFantasticar's emergency signal. The Mark I isin th FFP's hangar and not in use. The otherPCs may be anywhere in the FFP.

Encounter: The PCs are engaged in a routineflight over Manhattan. The Mark III has operat-ed smoothly thus far. Then the alarm sounds.It is the Mark 1 "Flying Bathtub," last seen sit-ting parked in the hangar of the FFP. Attemptsto radio either the Mark I or the FFP get onlystatic.

Two areas from the FFP, the Mark III beginsto malfunction. The difficulty of piloting thevehicle increases each moment. The initial dif-ficulty level requires a Good Intensity FEAT.The PCs must make an Agility FEAT each turnto maintain control of the vehicle. Failuremeans the difficulty increases +1CS. If thePCs retain command of the vehicle longenough, they can activate the hangar doorsand land at the FFP. However, the hangar doorcontrol is linked to the Mark III and is as diffi-cult to operate.

When the PCs enter th hangar, they find th

Mark I flying in erratic circles around thhangar. After the first PC attempts to controlthe vehicle, it begins to head in random direc-tions, changing direction each turn. The diffi-culty of controlling the Mark I is equal towhatever the last rank was for the Mark III. Ifthe PCs attack the Mark I, it immediatelybreaks into its four modules. Each modulescontinues to fly around the hangar, randomlychanging directions each turn. If the hangardoor is still one, some of the vehicles may flyoutside. When they are two areas beyond thFFP, they will slow to a hover and graduallysettle to the ground 3 areas away from th FFP.

All the affected vehicles still within twoareas of the FFP will fly 1 hour before theysettle to the ground.

Aftermath: Again, a check of the vehiclesreveals no tampering or lingering interference.

If the PCs check for records of strangeenergy emissions, the sensors in Reed's labshow strange particles present about the timeof the troubles in the lab and hangar. If thePCs check with Starcore, they will learn astrange nebula has appeared around the solarsystem and that it is coalescing rapidly.

KARMA:Successfully grounding an

undamaged vehicle +10Successfully grounding a

damaged vehicle +5Destroying a vehicle -10Contacting Starcore +30

ENCOUNTER 3Are You? Are You Are?Summary: The HUBERT series robots areaffected by the increasing distortion ofGormuu.

Starting: The PCs can be in any part of theFFP they want. This is a floating encounterbecause the HUBERTs will come after them!

Encounter: It's been eight hours since theFantasticars went crazy. The worst of thedebris has been cleaned up. The PCs havebegin to relax when HUBERT arrives andrequests instructions. It appears to be plan-ning the next day's activities. However, therobot is beginning to suffer malfunctions. Thefirst indication is when it addresses a PC bythe wrong name. When it repeats the PC'sinstructions it mangles the words. If the PCsquestion HUBERT's accuracy, the robot sug-gests the PCs are impostors. If the PCs try todisable HUBERT or flee, th robot declaresthey are impostors and will attack them as ifthe PCs were supervillains. If the fight contin-ues for another 20 turns, a second HUBERTappears. If the fight continues 20 turns afterthat, a third HUBERT appears, carrying aspray canister full of paralyzing foam. Thisfoam has Incredible Intensity; failure to make

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an Endurance FEAT means the PC is totallyparalyzed for 1-10 hours or until given theantidote.

Aftermath: Two hours later the survivingHUBERTs return to normal. Their program-ming remains full of glitches but a check oftheir diagnostic circuits reveals a power surge.If the PCs contact Starcore, they learn of agreen and red nebula has surrounded Earthand is coalescing rapidly.

KARMA:Safely subduing the first HUBERT +30Subduing all the HUBERTs +35Destroying a HUBERT -10Destroying all the HUBERTs -20Contacting Starcore +20

ENCOUNTER 4We Unlock the Door of Imagination!Summary: The Negative Zone Portal is leak-ing. Random blasts of destructive rays shootthrough the FFP, forcing the PCs to enter thelab and shut down the Portal manually.

Starting: It's been six hours since thHUBERTS went berserk. The damage ha beencleared away. By now the PCs should be get-ting a little jumpy. Something is happening butunless the PCs contact Starcore they have noidea of the real cause of the strange events.

Suddenly an alarm sounds. If the PCscheck, they discover it is a malfunction in theNegative Zone Portal's locking mechanism.Suddenly there is an explosion, followed by asizzling sound. The Portal has begun to open,releasing minute quantities of antimatter in theform of destructive rays. The rays go in ran-dom directions from the Portal, spreading outin a 120 degree cone from the Portal's frontside. The rays have an initial destructive inten-sity of Excellent to Monstrous rank (randomchoice of rank for each ray). The rankdecreases -1CS for each wall or floor pene-trated. Any target of the beam has a quarter-inch hole neatly drilled in it. Living targets suf-fer power rank damage in the form of a cau-terized wound. Flammable materials maycatch fire from the blast.

Normally the Portal can be shut down bythe master computer. Unfortunately for the FF,one of the first beams severed the remotecontrol cable. The Portal will now have to beshut down manually. This can be done by anExcellent intensity Reason FEAT or by attack-ing the Portal directly. Destroying the Portalautomatically severs its connection to theNegative Zone. The Portal is made ofRemarkable material.

While the PCs are in little danger if theyremain away from the Portal chamber, the riskincreases with proximity. Beams fire once ever1-10 turns.

When the Portal has been shut down, thebeams cease. If the PCs do not shut the

Portal down, it shuts itself down automaticallywhen Gormuu solidifies 30 hours from now.

Aftermath: Depending on how long theEncounter occurred, the FFp may be riddledwith wormholes and fire damage. Checks onthe FFP's sensors show another energy peakoccurred shortly before the Portal startedleaking.

A check with Starcore informs the PCs thata green and red gas cloud roughly 200,000miles wide has surrounded Earth and isshrinking rapidly. Computer projections sug-gest a five-pointed shape, like an irregularpentacle or a crudely-drawn hominid.

KARMA:Shutting down the Portal +30Destroying the Portal +10Checking with Starcore +10Deducing the cloud is Gormuu +100

ENCOUNTER 5A Sticky Situation!Summary: The Trapster takes advantage ofthe situation to invade the FFP and kidnapRoberta, whom he hold a grudge against fordefeating him once before. (He has no ideashe's a robot linked to her desk.)

Starting: It is six hours since the NegativeZone Portal ventilated the building. The PCshave had a chance to repair some of the dam-aged equipment and severed cables. Whilethey were busy inside the building, theTrapster has been walking up the outside wall.He broke in through a ventilation duct on the70th floor. He has just tripped an alarm on the71st floor.

The security system is still damaged. A rea-son FEAT of Excellent is needed to get thecomputer to locate the intruder. A secondFEAT is needed if the computer is asked toshow or identify the intruder.

The Trapster intends to enter the Receptionarea and take Roberta hostage. During theirprevious encounter he never saw that Robertawas a robot that only looks human from thewaist up. His first actions are to boobytrap theelevator door that leads to the upper floor.Then he will seize Roberta and head for theground level by way of the visitor elevator'sshaft. It takes the Trapster 5 turns to set thetrap. He then takes another 5 turns before heconfronts Roberta. Normally the floor of theReception Area has a Stunning electroshockcapability but because of the damage to thebuilding, this function is disabled. Two turnsafter he first threatens Roberta, the Trapsterfinally realizes she's a robot. He will try to fleedown the elevator shaft by standing on theunderside of the car.

If the PCs capture the Trapster, he will beevasive about his purpose in breaking in. Hewill do anything to avoid admitting he justtried to kidnap a robot. He will even slyly

admit to anything the PCs accuse him of. Hewill quickly realize that they are having somekind of problem and he thinks he may be ableto use their confusion to his advantage.

Aftermath: The Judge can use th Trapster as ared herring to let the PCs delude themselvesinto thinking they've caught the culprit.Indeed, there is a longer lull before the nextGormuu-influenced event.

If the PCs check with Starcore, they learnthe Earth has been touched by a green andred cloud in an irregular five-pointed shape.The cloud measures 3000 miles across itswidest point. The cloud appears to be cen-tered on the East Coast.

KARMA:Capturing the Trapster +30The Trapster escapes -20Being defeated by the Trapster -40Contacting Starcore +5Deducing Gormuu's role +50

ENCOUNTER 6Ah, You Can See the Wires!Summary: An accidental firing of the Reducta-craft's engine enlarged a squadron of star-ships from the Microverse. The starshipsattempt to escape, resulting in more damage.

Starting: The PCs have repaired the damageto the FFP's security systems. The PCs maybe anywhere in the FFP, depending on howprevious encounters have gone.

Encounter: It is 9 hours since the Trapster wasfirst spotted. Things have been quiet sincethen. The PCs may even wonder if the crisis isover.

It's not. An alarm sounds. The Reducta-craft is under attack. The camera that normal-ly shows the craft has been damaged. ThePCs must physically investigate the alarm.

When they arrive at the room housing theReducta-craft, they find the door closed buthot to the touch in places, as if fire is selec-tively heating the door's other side. When thedoor is opened, the PCs spot four football-sized starships hovering in diamond forma-tion, firing energy weapons at the door (orrather, where the door had been before thePCs opened it).

These are actual interstellar warships fromthe Microverse. Each has a crew of 20 eight-inch-tall humanoids (just large enough to seeunaided) and the proportional engines andfirepower of a lesser Skrull starship. However,these are greatly reduced in power due totheir small size. The ships have Amazingmaterial strength, Amazing Resistance toEnergy Attacks, and Good Flight. Armamentsconsist of Plasma Bolts of Good intensity.

The squadron was on patrol in theMicroverse when the Reducta-craft acciden-tally fired its engines and enlarged the ships

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into the Macroverse. The crew has panicked,thinking themselves under attack. Their maingoal is to escape and somehow return home.

When the PCs arrived, the squadron wastrying to melt its way through the lab door.They are automatically firing a new volleywhen the PCs open the door and enter thetarget area. If the PCs attack, the squadronwill defend itself. If the PCs hesitate for 2turns the squadron will attempt to fly pastthem into the hallway. The squadron will con-tinue to fight or sneak their way out of theFFP. If they can get outside the building, theywill shift their engines to maximum speed anddisappear off into the distance, irretrievablylost.

If the PCs can convince the squadron oftheir good intentions and keep them fromescaping the building, they can return them tothe Microverse by activating the Reducta-craft's engines correctly. This is a Remarkableintensity FEAT.

Aftermath: The squadron's crewmen want toreturn to the Microverse; the gigantic forms ofthe Macroverse frighten them. The PCs mayimmediately work on the problem of returningthem home or concentrate on the greaterproblem of the mystery power surges.

KARMA:Safely capturing each

starship unharmed +20Each damaged starship -10Each destroyed starship -20Losing the starships -30

ENCOUNTER 7Belated NotificationSummary: This encounter is only used of thePCs have not yet contacted Starcore or other-wise learned of the shrinking cloud ofGormuu.

Starting: Depending on the results of the pre-cious Encounters, the PCs may be anywhere.If the PCs have left the FFP, Starcore's mes-sage is automatically recorded and relayed tothe PCs.

Encounter: An urgent message comes in fromthe Starcore observatory orbiting the Sun. Themessage alerts the PCs to the suddenappearance five days ago of a nebula sur-rounding the Earth. The nebula appears greenin visible light, with a red band around its mid-dle section. The nebula rapidly shrank to itspresent size, roughly 500 miles at its widestpoint. A three-dimensional projection shows ahominid shape like a gorilla. The cloudappears to be centered on New York City. Ifcomputer projections are correct, the cloudwill continue to shrink rapidly over the nextseveral hours.

Aftermath: If the PCs guess it is Gormuu, they

can begin building a new Energy beamer. Thedevice requires an Amazing Reason and 6hours to complete.

KARMA:Deducing the cloud is Gormuu +20

ENCOUNTER 8No Doubt About It; I Gotta Get Me AnotherHat!Summary: Nathan Richards' Time Machinehas malfunctioned and drawn in severalmutant warriors from an alternate post-Apocalyptic future.

Starting: Depending on the results of the pre-cious Encounters, the PCs may be anywhere.If the PCs have left the FFP, the Mutant war-riors will wreak a little havoc before settlingdown for some serious looting and a bite toeat.

Encounter: Security sensors show the door tothe Time Machine has been breached. Sevenhumanoids are moving away from the roomand scattering around the level. Then thecamera goes dead.

The invaders are mutant warriors from Kangthe Conqueror's timeline.

InvadersF EX (20) Health: 70A GD (10)S EX (20) Karma: 8E EX (20)R PR (4)I FB (2)P FB (2)

EQUIPMENT:Blaster Rifle: Incredible damageBody Armor: Good protection against energyand physical attacks.

RUNNING THE INVADERS: These are nearlymindless infantry-mutants. They will set upambushes by the time the PCs arrive. If cap-tured and questioned, they can only talkabout a mission to infiltrate a warlord's castle.(The Judge can have fun with this and makeup any story he wants.)

The invaders will initially try to ambush thePCs. Later they will try to attack in increasingnumbers until the entire squad is involved inthe melee.

They have no idea where they are. Theythink the PCs are warriors from the enemyarmy and that the FFP is the stronghold theywere supposed to enter (though they cannotrecall how they entered). Because of theirconfusion, the invaders will not kill the PCs,preferring to keep them alive for questioning.

Aftermath: If the PCs are captured by theinvaders, the Judge should add additionalmember of the FF who arrive 4 hours later.

The Players should switch to the new PCs, atleast until the first PCs can be rescued. Themutant warriors can be returned to their owntime by the Time Machine, which keeps anautomatic record of the date and timeline vis-ited.

KARMA:Getting captured -20Each invader captured +5Persuading the invaders to surrender +10Sending the invaders home +20

ENCOUNTER 9The Green Cloud Strikes!Summary: The Gormuu cloud becomesvisible.

Starting: Depending on the results of the pre-cious Encounters, the PCs may be anywhere.If the PCs were captured by the previousgroup, skip this Encounter. If the PCs have leftthe FFP or are otherwise looking at a farenough distance away from the FFP, they cansee Gormuu's shape. Otherwise they can onlysee the interior of Gormuu's surroundingimmensity.

Encounter: With the invaders deal with, thePCs can get back to the matter of Starcore'smessage. Any PC looking outside the FFP cansee two translucent green clouds filling thesky like great pillars. In reality, these areGormuu's legs. As the PCs watch, the gapbetween the legs grows smaller.

There are two means to see the greencloud at a distance. If the PCs fly far enoughaway (at least 50 miles), they can see see thegreen clouds form a hominid shape. Flyingfurther back will give them the perspectivethey need to see the entire form. The simplemethod is simply to turn on the television. Thechannels are full of excited special coverageof the mysterious cloud. Remote broadcastsfrom Philadelphia, upstate New York, andRhode Island shows the cloud appears to bea green hominid wearing a red kilt. If Reed orSue see this, they will automatically recognizeGormuu. Other PCs will have to delve throughthe FF's records to find a picture of the alieninvader.

If Reed and Sue are not present, assumethey saw the shape, recognized Gormuu, andare rushing back to the FFP.

As soon as Gormuu is recognized, PCs canbegin researching ways to handle him. Reedand Sue can remember the full details ofGormuu's defeat but Johnny or Ben requirean Excellent Intelligence FEAT to recall thePower Beamer. PCs can also check the FFannals for Reed's notes on constructing aPower Beamer. As soon as they gain thisknowledge, they can begin building the PowerBeamer.

Aftermath: if the PCs still don't recognize

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Gormuu, allow them to continue to researchthe old records for a reasonable amount oftime. Gormuu continues to shrink and as soonas he solidifies at 200', all research ends.

ENCOUNTER 10The Kraalo Has Landed!Summary: Gormuu solidifies at 200' tall andreturns to life. The PCs must deal with a ram-paging giant. Meanwhile, the Wizard breaksinto the FFP (Encounter 11).

Starting: If the PCs were captured or incapaci-tated by earlier encounters, enough time hasoccurred for reinforcements to arrive.

Encounter: With Gormuu's return to life, thePCs must decide to combat Gormuu directlyor work on a long-term means to defeat him.The FFP contains numerous devices thatcould be used to attack Gormuu, especiallysince Gormuu continues to shrink. The Judgeshould note that, because of the nature of hispowers, Gormuu wants to be attacked.Gormuu will start making threatening move-ments and maybe smash some things in orderto prompt attacks against him.

There are few ways to actually defeatGormuu:1. Attack him with a force greater than his

Absorption Power's ability to handle.Enough attacks like this will overload andkill Gormuu.

2. Complete a new Power Beamer and sendGormuu back into space.

3. Find a way to negate his powers.4. Don't attack him at all. He'll resume

shrinking.During the time the PCs are seeking their

solution, Gormuu continues to rampage.Since he is still recovering from his decades-

long ordeal, he is slow to act or destroy. Hewrecks a building every 2-5 minutes.

After 20 minutes, Air Force and SHIELD air-craft arrive. Unless warned by the FF, the air-craft attack with a furious barrage of missilesand cannonfire. During the attack, Gormuustops shrinking and begins to expand again.When Gormuu grows another 100', the fight-ers recognize what is happening and break offthe attack.

Once the attacks cease, Gormuu starts toshrink again. Gormuu begins the encounter200' tall, briefly grows to 300', and starts todwindle again. Fifteen minutes later, he hasdropped to 100'. 30 minutes after that he'sdown to 25'. Finally an hour later he hasshrunk to 12' tall. By this time the PCs shouldhave been able to capture him without trigger-ing new growth.

Judges must note that Gormuu never losesweight! Even when shrunken down to 12' thealien still weighs several tons. Only super-strong characters or really heavy lifting equip-ment should be able to budge an uncoopera-tive or unconscious Gormuu, regardless of thealien's height.

Aftermath: This encounter continues untilGormuu us captured or defeated. OtherEncounters can be run as intermissions sincethey occur simultaneously with this one.

KARMA:Defeating a gigantic Gormuu +30Enlarging Gormuuback into space +30Accelerating Gormuu'sshrinking +20Waiting until Gormuu shrinkson his own +15

ENCOUNTER 11The Wizard Strikes!Summary: The Wizard uses the confusion ofGormuu's attack to break into the FFP andReed's labs.

Starting: The Wizard enters the FFP by way ofthe ventilation system. He then proceedsswiftly to the FF's floors.

Encounter: The Wizard is flying through theFFP's ventilation system, ascending to theFF's headquarters. He is successful inbypassing the alarms and heads to Reed'slabs. He begins to loot them. He does so byattaching anti-grav disks to the chosen itemsand sailing them out the window. The disksare programmed to take the items to theWizard's hidden lair.

If none of the FF are present, he can auto-matically grab six devices of randomly deter-mined nature. At the end of every five min-utes, the PCs make make an IntelligenceFEAT; success means someone noticed thestring of packages flying away from the FFP.

The Wizard keeps up his looting for 1 hour.Then he runs out of anti-grav disks anddecides to leave. The PCs get a final chanceto spot him as he leaves the building. If theyfail, he escapes without incident. If the PCsattack him, he will try to flee unless he thinkshe has a chance to defeat the PCs in melee.

Aftermath: If the Wizard is captured the PCsmay immediately turn him over to the police

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or they can hold onto him for interrogation. Ifhe is brought into the same area as the now-shrunken Gormuu, the Wizard will expresscuriosity about the alien. He will profess igno-rance of Gormuu and say he was simply tak-ing advantage of the confusion to do a littleshopping. When Gormuu continues to shrink,the Wizard must make a series of PsycheFEATS. Failure means he cracks from thestrain of worrying about Gormuu's condition.The Wizard reveals everything he knows orsuspects about the ex-giant, including thatGormuu should have stopped shrinking whenhe hit 25' and he wonders if his Energy Luremight have caused Gormuu to continueshrinking,

KARMA:Capturing the Wizard +20Losing equipment -10Letting the Wizard escape -20

ENCOUNTER 12Down-de-Down-DownSummary: The PCs must cope with a continu-ally shrinking Gormuu. Failure results inGormuu becoming a mass of neutronium anddestroying Manhattan.

Starting: This Encounter immediately followsthe preceding two. The PCs have control ofGormuu or have access to whoever holds thealien.

Encounter: The PCs are faced with a series ofquestions.

What have they done with Gormuu? Is helocked away in a holding cell or have the PCsbegun to examine him.

Did the Wizard admit his suspicions? If not,have the PCs arrived at the same suspicions?

Once the PCs decide that Gormuu's con-tinued shrinkage poses a threat, they mustdecide upon a plan of action. They have sev-eral options, based on their powers or FFPequipment.

The worst thing they can do is ignoreGormuu's condition. If this happens, Gormuucontinues to shrink until, 24 hours later, hecollapses into a ball of neutronium, doingMonstrous damage to the area. A gravity wellof Monstrous Strength will surround the neu-tronium at a radius of 1 area. Material drawninto the area will be crushed into even moreneutronium, gradually increasing its area ofeffect.

The PCs can build a new Energy Beamer.By controlling its output, they can stabilizeGormuu's size or beam him back into inter-stellar space.

The PCs can launch Gormuu into deepspace. While he will still collapse into neutron-ium, at least he'll be off planet when he doesso.

The PCs can shove Gormuu through theNegative Zone Portal. Let Annihulus and

Blastaar worry about him.The PCs can transport Gormuu into the

Microverse. Again, this shifts the neutroniumproblem to another realm.

The PCs can negate Gormuu's powers.Since there are no known devices on hand inthe FFP to accomplish this, such a device willhave to be invented or acquired quickly. Forexample, they may want to get their hands onForge's Neutralizer. If the PCs are persuasiveenough, they may even get the Wizard to helpthem. Conversely, the Wizard may offer hisservices in exchange for his freedom.

Aftermath: The adventure can end in a multi-tude of ways. It can even be the hook for fur-ther adventures. For example, the residencesof the Negative Zone or the Microverse mightresent getting a new white dwarf dropped intheir space. In the worst case scenario, thePCs have to deal with a mass of neutroniumsitting in the middle of Manhattan, sucking inthe neighborhood. This can lead to an epicengineering job using the powerhouses of theMarvel universe to deal with the gravitic mon-ster.

KARMA:Doing nothing -100Enlarging Gormuu again +10Shooting Gormuu into space +10Sending him into the Microverse +10Sending him into the Negative Zone +10Stabilizing Gormuu's size +20Removing Gormuu's powers +50

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