Alpha Flight (1st series) #110

Issue Date: 
July 1992
Story Title: 
Barebones, part 1

Simon Furman (Writer), Pat Broderick (Penciler), Chris Ivy & Bruce Patterson (Inkers), Janice Chiang (Letterer), Bob Sharen (Colorist), Dan Cuddy (Assistant Editor), Rob Tokar (Editor), Tom DeFalco (Editor-in-Chief)

Brief Description: 

Persuasion, Manikin, Witchfire, Laura Dean and Goblyn, sick of being grounded, leave Department H to get some real training in the streets, by clearing the “scum” from Toronto. However things get out of hand as the night progresses, and they wonder what is going on. Guardian and the rest of Alpha Flight are at Four Freedoms Plaza, along with many other heroes, awaiting the coming onslaught. Northstar is bored, and they are mysteriously reunited with the long-missing Shaman, who is not talking to them, and Guardian wonders why the two of them are no longer close, and what happened to him. Before Heather, Sasquatch and Wolverine leave for an assignment, Logan warns Weapon Omega that he is going to be keeping an eye on him. Meanwhile, Talisman reminisces as she tries to do something as mundane as shopping, only for deja vu to strike when she is attacked by a group villains calling themselves the new Omega Flight. Omega Flight claim that they want something from her, and as Elizabeth is still weak after lobotomizing herself some time ago, she eventually falls before Omega Flight. Omega Flight then take what they want from her - it has to do with the dream she has been having recently, about a locked door with a sea of bones behind it. After Omega Flight leaves, Windshear arrives to find a very panicked Talisman. Meanwhile, in space, the Master of the World, concerned about the coming onslaught puts his plans into motion sooner than he had hoped, while recalling some information about the deadly Ska’r, a race who feed off baser emotions.

Full Summary: 

‘Let me tell you of the Ska’r. Of all the myriad offshoots of humanity recorded by the Plodex Ship, long after you and I parted company, they are the most fascinating. They…breed aberration, and mania in humans, feeding off the baser emotions such freedom creates they grow fat on sin. Their city grew with them, a vast seething monument to human degradation, a magnet that drew the unwary like moths to a flame. Until, finally they were cast-out from this reality! Cut off from a fresh source of minds to corrupt, the Ska’r turned on the mortals unfortunate enough to share their exile - and ate them. Sated, the Ska’r slept, waiting for release…’.

High above the planet Earth, the Master of the World stares down at the blue globe, and declares that it has begun. He remarks that cosmic forces gather on the horizons of his enhanced perception, a brooding storm that moves to envelop Earth! He knows that unless he acts now, the Master of the World will be master of nothing. However the luxuries of choice and patience are denied to him, and plans that were not meant to flower for months, perhaps years, must be rushed to fruition. To keep alive his dream of sculpting a utopia from primordial rock, he must employ a blunt axe - where a finally honed chisel was intended!

The Master of the World knows that in Manhattan, Earth’s mightiest heroes - or as he calls them “Earth’s Mightiest Ants” - gather in a wasted attempt to stave the coming cataclysm. Like birds sucked into a passing jet, they cannot comprehend their fate, only accept it. Even the Master’s mind, re-created and expanded by the alien Plodex can only scrape the surface, but if he cannot avert the larger scale catastrophe, he can nevertheless take steps to ensure what is his stays his.

He walks over to a tank where a skeleton is held. ‘No comment, old friend?’ he asks, ‘No incisive observation from Mankind’s viewpoint?’ He remarks that his opening gambit is already played, that the die is cast, and besides, these days he has as little use for the views of humans as he has for their flesh…and bones!

Meanwhile, on Earth, Elizabeth Twoyoungmen, the phenomenally powerful Talisman, formerly of Alpha Flight now Beta Flight, holds in her hand a pair of skeleton earrings. The shop assistant comes up beside her and exclaims that they are very popular and suggests she puts them on, as she is sure they would suit her. ‘Miss?’ Elizabeth doesn’t seem to be listening, so the shop assistant clears her throat, and asks Elizabeth if she wants the earrings or not. Elizabeth puts them down and replies no thank you, remarking that they are too morbid for her taste.

Walking out of the shop, Elizabeth asks herself what she is doing here - did she really think that she could get away with something vacantly ordinary as a shopping trip? It’s something normal people do - sane, happy, normal people, and thanks to her father she is none of those - not since she became Talisman! Elizabeth admits that the power was already within her before she reached into her father’s medicine pouch and withdrew the Circlet of Enchantment from it, but Michael “Shaman” Twoyoungmen just had to make her aware of it, didn’t he? Elizabeth recalls that her father was so proud that his daughter was the Chosen One, the wielder of the Talisman, and wonders if he ever stopped to consider what that “honor” might cost her?

Elizabeth thinks that all the Talisman has done is hurt her time and again - her body, her mind, even her soul ravaged by the “gift”. She cannot shut it out - her mind is full of terrible images…a locked door, and behind it an ocean of bones - she senses an evil, dark and hungry. ‘I sense death…’

Up on the balcony of the mall, a group of mysterious beings are watching Elizabeth. ‘She is the one, Tech-Noir, if you please, get the woman’s attention’ one of them remarks. Tech-Noir complies, and fires explosives around Elizabeth, shattering several windows. Elizabeth dodges the attack, wondering what is going on. The mysterious beings drop down onto the same floor as Elizabeth, and the one known as Brain Drain who had fought Alpha Flight some time ago informs her that she has something they require. The woman Tech-Noir boasts that what the new Omega Flight wants….they take! ‘OMEGA FLIGHT? In a MALL? Talk about deja vu!’

Meanwhile, at Four Freedoms Plaza, the New York home of the Fantastic Four (and right now, just about every other super hero on the block). Alpha Flight’s leader Heather McNeil Hudson a.k.a. Guardian and her former teammate and lover Madison “Box” Jeffries are talking to Colin Ashworth Hume a.k.a. Windshear who is back in Canada. Colin asks if they have any idea what is going down yet, remarking that it must be major league. Heather replies that there is no word yet, but that Reed Richards has promised a full briefing just as soon as Spider-Man and a couple of the other stragglers show up, which can’t be too soon in her book.

‘Patience is hardly a forte hereabouts’ Heather adds. Windshear makes a snide comment as Heather turns to Iceman and Speedball who are acting like their immature selves chasing each other around the place. Heather turns back to Colin and asks him how things are going at Department H, to which he replies ‘Quiet, Guardian…quiet as a tomb’.

Back at the mall, a large green-clad fat woman smashes the ground around Talisman as she jumps on it, ‘Skin and bones!’ she yells, before asking Talisman if she hasn’t heard that these days it is large and lovely, and that there is no one lovelier than Miss Mass. A strange looking creature comes up to Talisman and mutters ‘Pity mouth! Lovely, too! Job. Do it - no chatter’ Talisman is confused at the creatures comments, so remains an easy target for the creature to use his claws to slice her arm.

Another of Omega Flight remarks ‘Dumb animal’ as he shoves the creature aside, telling it that you are supposed to introduce yourself, say “Hi, babe - I’m Sinew” or something. ‘Social niceties not your strong point are they?’ he remarks, before adding that Sinew’s personal hygiene is a case in point. Using his large arm to hold his body off the ground as he kicks Talisman over, he realizes that he almost forgot to introduce himself, and announces that he is called Strongarm.

Dazed and confused, Elizabeth looks up to see Tech-Noir standing over her. Tech-Noir remarks that now the pleasantries are over, they need to get down to business, and as she mentioned before, Elizabeth has something that they want. Tech-Noir tells Elizabeth that she can surrender it voluntarily or have it taken by force. When Talisman doesn’t react, Tech-Noir smiles and asks her why she delays, and noticing the security guards rushing to the scene, she asks if it is salvation in the form of shining white knights charging to rescue her.

Up on the balcony, the security guards call for back up, when suddenly a man in a trench coat and wearing a hat puts his hand over one of their mouths and some bile is wiped across the guards’ face. His colleague sees what happened, and the trench coat wearing man spits at the second guard, causing him to also fall to the ground.

Tech-Noir introduces the final member of Omega Flight as Bile, and explains that no one has been able to determine how many strains of deadly virus he carries in or on him, and no one cares to either. Talisman asks Tech-Noir who they are and what it is they want. Using his hypnotic suggestion powers, Brain Drain stares at Elizabeth and tells her that she simply has to open her labyrinthine mind to him, to let him turn a key, open a door and set them free. ‘What? I don’t - Yes. I do. And - No!’ Elizabeth exclaims.

Suddenly, power ebbs and flows around Elizabeth, and the Circlet of Enchantment appears on her brow. The standard blue and red Department H training uniform appears in place of her dress, and the fear and hurt fade from her - as are her enemies when she summons a storm to sweep them away. At least, that is the theory, for Miss Mass is not moved by the force. The grotesque woman smirks and tells Elizabeth that if she tried a little harder, her storm might have budged her, before informing her that they were briefed and they know she is hurting deep down, so this effort must be taking all she has got ‘And against me, it ain’t enough!’ with that, Miss Mass whacks Elizabeth in the face, knocking her to the ground. ‘Bunch’a scrawny, useless -’ Miss Mass begins to say until Tech-Noir tells her to shut up, before ordering Brain Drain to ‘Tear them screaming from her skull!’

Beyond the malls and the gleaming towers, in one of Toronto’s less salubrious waterfront neighborhoods. Whitman Knapp a.k.a. Manikin tells his female companions in Beta Flight, (who are currently called “Gamma Flight” due to being grounded and stuck in reserve status) that this is not what he thought they meant by a night on the town. Right now, they are not happy campers, and Kara “Persuasion” Kilgrave, Manikin’s former girlfriend asks him if he would rather be stuck at Department H doing more training, before exclaiming that Windshear has some nerve calling them amateurs and confining them to base. ‘Hasn’t been an Alphan five minutes and he thinks he can tell us what to do!’

Whit tries to calm the former Purple Girl down and addresses her as Kara, but Persuasion tells him to call her by her code name, for even out of uniform and demoted to Gamma Flight, they are still on duty. While Laura Dean comforts some woman, Witchfire and Goblyn deal with some less than respectable men. Witchfire exclaims that this is training - removing scum from the streets, honing their powers in the real world - not stuck in some classroom leaping through hoops for Windshear’s amusement. As an illusion of a demon attacks some man, Witchfire thinks that it is a pity it isn’t Windshear, for she doubts then that he would call her a kid now.

Whitman tries to get Witchfire to look at it from Windshear’s point of view, for all Windshear saw was a panicked retreat from an enemy made by the girls, of which Windshear managed to blow away the enemy with a blast of solid air - it didn’t look too professional. Persuasion turns away from the men she has mind-controlled into fighting one another and tells Whit that he would have to side with Windshear, and remarks that she didn’t realize they had gotten so pally while she and the others were away fighting for their lives in Liveworld. Whit tells Kara to look out, but it is too late, as she lost her concentration with the two men she was keeping busy fighting each other, and one of them punches her across the jaw.

Suddenly, Manikin declares that was no way to treat a lady, and summons his past and future selves - Highbrow, Apeman and Proto. Manikin’s other selves set about doing their tasks. Proto spreads himself around one man, while Apeman uses his physical strength against another. Holding one man in a magical fist, Witchfire smiles and tells Whit that it wasn’t so painful and to admit it - he enjoyed it. Whit agrees, before pointing out that Windshear - or any of the other core team - would still bust a gut if they knew he and the girls were out here without authorization. Witchfire grins and replies that she knows, but thinks it makes if all the better, for why should the core team have all the fun anyway?

But back at Four Freedoms Plaza, the core team are not having as much fun as Witchfire thinks. ‘Bored, bored, bored! When is something going to happen?’ mutters Jean-Paul “Northstar” Beaubier as he sits around with his fellow Alphans, including former member Wolverine. Logan reminds Jean-Paul of a recent event that occurred involving a gamma bomb blowing away the top couple of floors of the building, Reed Richards and Iron Man turning out to be evil doubles and Thanos being revealed to be behind this mess. ‘Kid, ya gotta lower your expectations threshold’.

Northstar’s sister tells Wolverine that what her brother means is if they are truly facing the end of everything, then why aren’t they doing something about it? Logan replies ‘What we gotta figure out first Auro - Jeanne-Marie, is what we can do about it! Till then, we sit tight’. Puck, who is for some reason not wearing the team costume, but back in his old black and orange one, points out that while they are sitting tight here, Alpha Flight may be needed back home. Judd adds that he trusts Windshear, but points out that he hasn’t had much active combat experience and the only real back up he has are Beta Flight.

From within his Box armor, Madison tells Judd that he worries too much, as they will manage back home, but he believes right here is where Alpha Flight is needed. However Madison reminds himself that his opinion is not shared by his new wife, for as far as Lillian Crawley-Jeffries a.k.a. Diamond Lil is concerned, it is just and excuse to break off their honeymoon and for him to get back in the Box armor.

Wolverine declares that if they lose this one, whatever else happens in the world right now, is not going to make a blind bit of difference. Judd disagrees, and remarks that in his opinion, when you start thinking things cannot get any worse, they do! Heather is annoyed at Judd’s comment, for just as she is finally convinced that Alpha Flight can really cut it as a team, stand tall with the others against just about any threat, he goes and makes her start doubting again. But Heather realizes perhaps that wasn’t a fair though, and turning to Michael “Shaman” Twoyoungmen who hovers in the corner, she realizes that it is he who has her worried, for he was missing for so long, only to turn up here with no explanation, no nothing. She and Shaman used to be so close, now he is like a stranger. Heather wonders what happened to him.

The X-Men’s leader Cyclops approaches the Alphans and informs them that they are sending an expeditionary force after Thanos, and that Guardian, Sasquatch and Wolverine are on it, while Shaman is needed with the other mystics. Before they leave, Wolverine turns to Weapon Omega and gives him a word of warning, telling him that there isn’t a mask in the world that can hide a scent from him. Logan exclaims that he knows who and what Weapon Omega is, and if others trust him, that is fine, but he is going to be keeping a very close eye on him.

Back in Toronto, Manikin mutters ’Some Saturday night this is turning out to be’ and points out that it is like a ghost town. Laura Dean suddenly exclaims that something is very wrong here, and her twin sister Goblyn starts growling, sensing something. One of the others asks Laura what her sister senses, to which Laura replies that it smells like a freshly opened crypt.

Suddenly, a group of men tumble from a shopfront window in a fight. Fire erupts from the building, and a man with a white stripe in his hair appears in the flames, ‘What a lovely night for a barbeque!’ he grins. ‘What is that?’ asks Laura, as Manikin asks if he is just standing there burning, but Witchfire points out that the are his own flames.

Several cars race towards Beta Flight at furious speeds, so Persuasion gets everyone onto the footpath out of harms way. Witchfire asks her teammates if they saw the drivers as they were out of control, not looking where they were going. Suddenly, all the cars crash into each other and explode. The man inside the fire smiles, ‘Mmm. The city if hot tonight!’ he exclaims.

Kara wonders what is happening, as one moment it was deathly quiet, the next it is a madhouse. Noticing Goblyn’s hysterics, Laura points out that there is something more here, that it isn’t natural. Witchfire suggests that right now they deal with what they can see - like the “fire bug” before them. The strange man turns to the teens, ‘Moi?’ he asks. Witchfire thinks to herself that Laura is right, for behind this malevolence she can feel a presence, twisted - but what…or who…is it?

Nearby, Windshear drops to the ground thanking the paramedics for calling him in, he asks how Talisman is. The paramedic replies that physically, she has contusions, bruising and a few broken bones, but mentally…’Your guess is as good as mine’. Elizabeth sees Windshear, and whispers to him ‘Listen…they’re out…God help us all…THEY’RE OUT!’

Characters Involved: 

Guardian III, Jeanne-Marie, Northstar, Puck, Sasquatch, Weapon Omega, Windshear (all Alpha Flight)

Box IV, Shaman, Wolverine (Former Members of Alpha Flight)

Laura Dean, Goblyn, Manikin, Persuasion, Talisman II, Witchfire (all Beta Flight / “Gamma Flight“)

Apeman, Highbrow, Proto (Manikin’s other selves)

The Master of the World

Bile, Brain Drain, Miss Mass, Sinew, Strongarm, Tech-Noir (all Omega Flight)


Black Knight IV, Captain America, Cyclops, Hercules, Hulk, Iceman, Sersi, Speedball, Strong Guy (all Marvel Heroes)

Shop assistant

Mall patrons

Homeless people


In Talisman’s thoughts:


Story Notes: 

This issue is part of the Infinity War.

The Master’s comment about his mind being re-created and expanded can be seen in his origin, which was shown in Alpha Flight (1st series) #3.

Elizabeth became Talisman (II) in Alpha Flight (1st series) #19.

Talisman’s comment about Omega Flight in a mall refers to her encounter with the original Omega Flight which attacked her and the rest of Alpha Flight in the Edmonton Mall back in Alpha Flight (1st series) #26-27.

With the exception of Brain Drain who appeared in Alpha Flight (1st series) #108, the rest of the new Omega Flight are all new characters.

Windshear grounded Beta Flight in Alpha Flight (1st series) #109. Persuasion is right about him being an Alphan for “five minutes” and thinks it is wrong how he can tell them what to do, for even though they are teenagers, they all have been in the super-hero business a lot longer than he has.

The scenario Manikin was referring to took place in Alpha Flight (1st series) #109, where the Beta Flight girls escaped the Dreamqueen’s realm, only for her Dream Demons to follow them into Department H, right in front of a furious Windshear.

Shaman went missing in Alpha Flight (1st series) #98, along with Aurora and the Beta Flight girls, only they all returned in Alpha Flight (1st series) #104 and #109 respectively.

Wolverine’s animosity towards Weapon Omega / Wild Child stems from past encounters, as seen in Marvel Comics Presents #51-53 and a flashback scene from Alpha Flight (1st series) #127.

Windshear demoted Beta Flight to Gamma Flight off-panel between Alpha Flight (1st series) #109 and #110. This version of Gamma Flight are supposed to be a reserve team, implying that the Gamma Flight Support Staff designations that were given out to several Alphans and Betans in Alpha Flight (1st series) #95 are no longer used, which they aren’t.

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