Alpha Flight (1st series) #38

Issue Date: 
September 1986
Story Title: 

: Bill Mantlo (Writer), David Ross (Penciler), Gerry Talaoc (Inker), Bob Sharen (Colorist), Joe Rosen (Letterer), Rosemary McCormack-Lowy (Assistant Editor), Carl Potts (Editor), Jim Shooter (Editor-in-Chief)

Brief Description: 

Vindicator manages to free herself from the swarm of flies that Pestilence has set upon her and attacks him, firstly so she can free a now powerless Talisman form his grasp, but secondly so she can aid the other Alphans, all struggling with their own forces of death and decay he set upon them. However when her best shot does not stop him, Heather runs out of ideas until Puck pulls Pestilence into the icy waters where some time ago he had fallen into. All of the Alphans are freed and restored to normal when Elizabeth is about to re-don the Talisman and hopefully make amends for her mistakes. However her father snatches it off her, believing it should be he who dons it. Snowbird then sees her baby, only for Pestilence to appear in its place. Snowbird transforms into her Sasquatch form, which Pestilence manages to take control over and also summon the other six Great Beasts, as they are agents of death and decay. Shaman has no choice now, as Alpha Flight battle the Great Beasts he dons the Talisman and banishes the Great Beasts, before commanding Snowbird to attack Pestilence. She does so, until Pestilence tricks her by transforming into her baby, stopping her for a moment, but he knows she could kill him and therefore he retreats hundreds of feet into the ice below him. Thompson swears that he will find his baby and Shaman sets spirit agents to find Pestilence, professing he do whatever is required to stop his evil. In Atlantis, Namor is convinced by Byrrah to go and get help, as he cannot stop al of Attuma’s barbarians on his own. Namor agrees to do so, but reveals that he is only going to save Marrina and no longer cares for Atlantis as the Atlanteans will not stand up to Attuma and help him. As Alpha Flight return to Tamarind Island, Byrrah arrives, with another “adventure” for them to go.

Full Summary: 

Atlantis, where Namor the Sub-Mariner has returned to reclaim his throne from the tyrant Attuma, who managed to lure Namor to Atlantis by capturing Namor’s missing love, the former Alphan Marrina. Attuma’s barbarian soldiers begin to swarm in on Namor, seeing that he comes without an army of his own, they boast that he shall die alone for Attuma rules here now. Namor calls for the true Atlanteans to heed his call and free themselves from the tyrant’s thrall in helping him free the woman he loves. One of Attuma’s allies informs Namor that Atlantis rejects him as his “subjects” are revolted by the monster that he would have made their queen. Attuma then speaks up and proclaims that if Namor wants to rescue Marrina that he will have to do so himself.

Byrrah swims up to his cousin’s side and grabs the Savage Sub-Mariner telling him he has taken leave of his senses, as when he summoned him to save Atlantis, he thought that he would come aided by his surface allies, the Avengers. Namor informs his cousin that he expects his subjects to rally by him. Byrrah reminds his cousin that Atlantis forced him to abdicate the throne, that he is no longer their Prince and they no longer his people. Namor asks if the Atlanteans prefer Attuma to him, but Byrrah replies that they prefer is an orderly dictatorship to the benign neglect that prevailed while Namor reigned, adding that they will not accept an alien as their Queen.

Namor declares that his owes Atlantis no allegiance and shouts that he will fight for Marrina only as he plows his way swiftly through a horde of barbarian warriors. For he is not called the Scourge of the Seven Seas for nothing. However mighty Namor’s legend may be, it is not limitless, especially when the power of s kingdom stands against him. The barbarians continue to attack as Byrrah recalls that Namor’s rage has often made him heedless of his own safety and the safety of the realms, which is why Atlantis cast him out and his former subjects are willing to see him struck down. Namor boasts that he hopes Neptune curse the Atlanteans for the cowards that they are.

Back in the throne room, Attuma tells the High Lord of the Triumvirate to witness as their former Prince attacks and berates them and all for the sake of the ‘otherworldly horror’ he adds motioning to Marrina held prisoner in an orb. One of the Triumvirates declares that they are not blind, as Marrina wishes she were before herself so that she could behold the sorrow that she has brought upon her beloved Namor. Attuma exclaims that Namor’s sorrow and shame are of his own creation, for it was he who chose to love a creature that is neither of Atlantis nor Earth.

Down in the courtyard below the battle, Atlanteans have gathered to watch, many with thoughts of their own. One boasts that Namor should not have turned his back on his birthright, while another declares that Attuma speaks for them all. However more levelheaded Atlanteans think to themselves, one admitting that there are some who disagree with Attuma but are too cowardly to contradict him out loud. A female Atlantean wonders how they can condemn Namor’s love when Namor himself is only half Atlantean while says the opposite, declaring that they will have no creature for their queen.

Attuma looks down at the Atlanteans and asks if they will let the hybrid Namor and his monstrous mate rule them. Other than those who are too afraid to say what they think, the general consensus is that the traitorous Namor should be killed, that it is better to have Attuma rule them than an alien and that it is better to be a barbarian than a beast. Clutching herself in her orb prison, Marrina can hear the cruel Atlanteans and is dismayed when they call her alien though she was born on Earth and that she is human enough to grieve at what sorrow love has brought she and Namor.

Byrrah swims up to Namor, who is still fighting the barbarians and declares that he didn’t risk his life defying Attuma to watch Namor throw away his own life. Byrrah asks Namor to withdraw and flee while he is able, to run and raise an army of surface friends. Byrrah pleads Namor to humble himself for the greater good, to admit that he needs help, for without it, they and Marrina will all die.

Namor realizes that his cousin is right and that he has been acting like a fool. From her orb, Marrina watches in despair as her beloved swims away from the battle with Byrrah. Attuma looks at the Triumvirate and declares that as Namor leaves now the Atlanteans will never compare his power to that of Attuma’s own ever again. Vashti tells Attuma that Namor was but one man against the elite guard, and to mark his word, as with or without allies, Namor will return.

As they swim away, Byrrah asks Namor if he is hurt, to which Namor asks why he cares. Byrrah informs Namor that while there is no love lost between the two of them he cares for the sake of Atlantis, as he alone can save the realm that Byrrah loves. Namor declares that he cannot do it without aid obviously, and boasts that he has never begged for anything before. Byrrah tells Namor to conquer his pride and reminds him that it was his pride that made him unfit to rule Atlantis. ‘Insolent scuttle-fish’ declares Namor before cutting what he was about to say and asking Byrrah to forgive him.

Namor admits that asking others for aid does not come easy to him, but for Marrina’s sake he shall petition the Avengers, while he tells Byrrah to seek out Marrina’s teammates in Alpha Flight. Byrrah asks if this is for Marrina’s sake and not the sake of the realms, but Namor proclaims that he cares not for Atlantis, as they are ruled by the despot they deserve.

Beechy Island in the Arctic Circle will in times to come be known as the birthplace of Pestilence, a being of immense power who has succeeded in decimating Alpha Flight. Team leader Heather “Vindicator” Hudson is trapped in a constant cloud of flies, while the handsome speedster, Jean-Paul Beaubier, a.k.a. Northstar is slowly sinking in a puddle of muck. His twin sister, Aurora, lies covered in Maggots while Roger “Box” Bochs is immobile as he slowly rusts. Eugene “Puck” Judd, unbeknownst to his teammates has fallen beneath the ice, while Michael Twoyoungmen, a.k.a. Shaman has been aged to that of a feeble old man. Pestilence has the ability after possessing the newborn baby of Snowbird to control the forces of death and decay.

However that isn't all that Pestilence has done, for he has also done the impossible in that he tore the tiara from Elizabeth Twoyoungmen, a.k.a. Talisman, who in part is responsible for bringing him out of his in between death and life stasis. Hovering above the now powerless Elizabeth Pestilence turns to his “mother”, Snowbird and pardons himself while he gives thanks to the lovely lady that helped him to be reborn – by granting her a swift and painless death. Snowbird’s human husband, Doug Thompson tells Pestilence that he is not their son, and the beautiful Snowbird declares that he is not human or demigod, but a demon!

The feeble Shaman thinks that he has not done such a good job in delivering Snowbird’s baby, as its life force was seized by a creature that represents death and decay as Snowbird represents life. And now after immobilizing Alpha Flight it now attempts to destroy his daughter, and the fault is all Shaman’s as he begins to recall the events of the last couple of days.

(Flashback, retelling of events in Alpha Flight (first series) #35-37)

Shaman was absent from the mansion when Snowbird was brought back to Alpha Flight, recently married to Thompson, she was two weeks pregnant and mystically already come to term. Northstar, Heather and the others did their best to comfort Snowbird, and by the time Shaman arrived she had gone into labor. Being a goddess with shapeshifting powers, Narya’s pains were extreme. Shaman knew that like Snowbird, the baby would be born unformed and would need to be bound by him to reality. A place of power had to be found where the binding could be accomplished and with the aid of Doctor Strange, Shaman located that place of power.

However neither Shaman or Doctor Strange had any way of knowing that the spirits who helped them locate the place of power were under the control of Shamans’ daughter, Talisman. Talisman hated her father for having “tricked” her into becoming the Talisman, and she had chosen this place of power, hiding its true nature from her father. For this was a place of pure evil, as beneath the ground lay a man, Captain F.R. Crozier, who was frozen deathlike, but not dead and his body became consumed by an insatiable hatred for the living. Talisman hoped to see Pestilence embarrass Shaman in the eyes of his teammates before she exorcised him and set Snowbird’s baby free.


But Pestilence was not within Elizabeth’s control, as he stole the life force of the unformed infant for himself and took the tiara from Elizabeth before she could summon other spirits to combat him. Looking at the tiara that lays just mere centimeters from him, Shaman realizes that he could don the tiara and save Elizabeth, but only by sacrificing his own humanity to become the Talisman. But then what? Would the spirits that Twoyoungmen summon be able to destroy Pestilence without destroying the life force it has possessed – the “soul” of Snowbird and Thompson’s son? The old man reaches for the tiara – ‘what to chose, who to condemn … who to save?’

At that moment, Vindicator strives to free herself from the stinging swarm of flies that blinds her, however for every hundred flies that her electromagnetic battle suit fry, a thousand more take their place. But Heather knows that she has to go on the offensive, and use her battle suits power to create a plasma funnel so that she can see through the swarm, which she does. However the sight that greets Heather is not pretty, as an exhausted Snowbird and her helpless husband watch their “Child” settle back to decaying the earth he commands to finish choking Elizabeth to death and direct the final blows to the other Alphans.

Box lies immobilized with rust as the deadly giant leaches draw nearer towards him, and Northstar remains trapped in the muck which slowly sucks him down. Heather sees Shaman crawling towards Elizabeth’s tiara with a failing heart and aching chest, while Aurora huddles wracked with revulsion as maggots begin to bore into her beauty. While Puck has not been seen since the ice across which he raced decayed, plunging him into the frozen waters.

Heather blasts her way through the swarm of flies, furious she plunges towards Pestilence, professing that she is not going to let him kill her Alphans. Pestilence turns to face Heather, but by the time he has turned around, he has gone and James MacDonald Hudson stares up at Heather and says ‘Your Alphans? Why, my dear Heather, I thought they were mine!’ Heather slows her flight at the sight of her husband and though he still chokes Elizabeth, “Mac” asks her if she wouldn't kill him again. Snowbird declares that Guardian is dead and that this is a trick, which Heather realizes, is true and thinks that because Pestilence is intimate with death, he somehow knows how her husband died and that she may have been responsible, thus making her feel guilty that she will be too paralyzed by remorse to defend herself.

Heather tells herself that despite all of the unsavory things she has learnt about Mac since his death she does still love him and borrows a cliché ‘Love is truer having to say you’re sorry’ before she smashes Pestilence back with an electromagnetic blast, freeing Elizabeth at the same. Heather thinks that cutting loose at Pestilence felt good, and wonders if his looking like Mac had anything to do with it. Heather tells herself that that question suggests that she needs some serious time in the psychoanalytical department and promises to take it up with her shrink, if she had one that is. The only problem facing Heather now is that she just used her best shot, and Pestilence is still standing. Elizabeth is thrown near her father, and as he turns to her, she solemnly declares that she is sorry.

Heather saw Elizabeth apologize and knows that with her tiara gone she is the same sweet-natured kid that she knew what seems like a lifetime ago, yet they are still stuck with the fruits of her former hatred for her father. Heather swoops in on Pestilence again, but despite all the power built into the battle suit she wears, she doesn’t think she can defeat Pestilence alone.

However, Heather may not have to face Pestilence alone much longer, as beneath the ice, Puck swims in the frigid waters, blessing the time he was taught yoga. For without the ability to slow his breathing and alter his body’s temperature the cold and loss of air would have killed him, though Judd knows that he will need to surface soon. At least Judd gets to chose the time and place, and does so, lunging up through the ice Judd grabs Pestilence by the ankles, much to the demon’s surprise, and pulls him into the water as Heather swoops down and pulls Puck out of it. As Pestilence sinks in the water, Judd tells him that it is a good thing his own powers of decomposition rotted the very ice that he stood upon.

As Heather fires some electromagnetic blasts at Pestilence hoping to keep him down in the water longer she informs Judd that from what she has seen the icy water will not hold the demon for long. Judd agrees, declaring that the cold will not hold someone who has lain alive beneath the ice for over a century, but it will give them time to free the other Alphans. Heather agrees, declaring that their power alone is not enough to finish Pestilence, and as the fly past Jean-Paul and pull the handsome Alphan from the muck he declares that he is not sure how much help he will be.

As Northstar rushes to speed past his sister, thus clearing the maggots from her, Vindicator cannot believe that they just heard some humility from Northstar, who informs her that while he was stuck in the muck and helpless to free himself or aid his sister, he had some time to reflect on how easily he was rendered inoperative. Judd asks if he also learned how valuable teamwork is, and Northstar replies that he is creating the vortex not only to sweep the maggots away from his sister, but also because he knows that only Aurora’s light can drive the leaches back to the dark and away from Box, which Aurora does, and it works.

Heather stands by Box and uses carefully pulsed bursts to vibrate the rust off and Roger jokes that he now knows the Tin Woodsman felt standing in the forest before Dorothy and the Scarecrow came along! Aurora asks if the ordeal is over and whether or not they have one. Judd declares that Pestilence will probably be back, to which Shaman reveals that he feels the demon’s evil all around them and that they will have to fight him.

Elizabeth accepts that this is her fault for freeing Pestilence, hoping to punish her father for failing both her mother and she, by setting forth the creature who is using the power of Snowbird’s baby to destroy Alpha. As Elizabeth holds the tiara, her father Shaman tells her that the tiara robbed her of her humanity and made her do it. But Elizabeth disagrees and exclaims that the choice was her own, and admits that she was a selfish brat who was too blind to see Shaman’s love for her.

Elizabeth believes that the tiara merely gave her the power to escalate her brattiness into brutality, and suggests that if she puts it back on she can make up for what she has done. But Shaman snatches the coronet from his daughter and declares that he “tricked” her once into donning it, but will not allow for it to happen again. Northstar asks if he will not even allow it to save Snowbird’s child, but Shaman informs Jean-Paul that he said the tiara’s power would not be used by Elizabeth, but by another!

Snowbird’s irritable husband steps forward and asks Shaman if he is talking about himself, and whether or not his “hocus pocus” hasn’t gotten them into enough trouble as it. Shaman informs everyone that having survived the spirit test he has been proven worthy. Thompson reminds Twoyoungmen that he is old thanks to Pestilence and suggests Talisman’s power might kill him. ‘Better me than my daughter’ professes Shaman.

Elizabeth begins to protest when suddenly Snowbird’s baby appears above everyone, and Narya alerts everyone to its presence. Judd wonders if the baby’s spirit might have been strong enough to reject Pestilence, when suddenly the form of the baby disappears and is replaced by Pestilence, who declares that the ‘little waif’s’ life force is still bound and his power still belongs to Pestilence. Pestilence starts to jibe Snowbird and tells her that her son misses her and asks her if she will not set him free.

Narya declares that she will, and that while Pestilence has taken her child’s sweet soul and tainted it with his own foul and fetid spirit, other forces of death and decay have existed long before he awoke, and with that she transforms into one of her most powerful forms, that of the Albino Sasquatch. Pestilence declares that the worms that writhed around him when he lay in the earth did whisper tales of the Great Beasts.

Alpha Flight, Elizabeth and Thompson watch in amazement, and Aurora recalls that twice before Snowbird has transformed into the Albino Sasquatch, the first when she killed her beloved Walter. Jean-Paul adds that Walter was the original Sasquatch, who was a hero until he learned something shocking. Elizabeth continues the story, revealing that the Great Beasts had allowed Walter to assume the legendary form of one of their own so that the Beast Tanaraq could be reborn. Thompson and Shaman both wonder why Snowbird would assume such an evil shape. Perhaps it is because the Great Beasts rule over death and decay, and Snowbird hopes to fight Pestilence with his own weapons.

However as Snowbird races towards Pestilence, the demon informs his “mother” that she has miscalculated, as while the Great Beasts could employ death and decay as weapons against mankind, he controls death and decay just as he can control the Great Beasts themselves. Which is when the Great Beasts – Somon, tundra, Ranaq, Kariooq, Tolamaq and Kolomaq all appear behind Pestilence. The demon boasts that since his “mother” has been so foolhardy as to assume the shape of Sasquatch, he can also control Tanaraq.

All of Alpha Flight leap into battle, Jean-Paul reminding them all that the Great Beasts were nearly destroyed when they fought them the last time. Aurora reminds her brother that that was on the Beasts’ world, to which Vindicator suggests that since they are also under Pestilence’s control and not acting on their own, may give the Beasts a disadvantage.

It was in ancient times that the Arctic Gods and the Great Beasts fought and each time the Earth was spared, but even when the Beasts’ were hurled back unto their own world, they spun a mystical vortex which whipped the Gods away from Earth too. The balance was preserved with “minor” disruptions until now, when Pestilence has set free the Great Beasts while the Gods remain in exile, and only the mortal members of Alpha Flight stand between a living world and the assembled forces of death and decay.

Heather reminds Box that this is the first time the two of them have fought the Great Beasts, Bochs declaring that it may be their last when Heather is knocked back and he is trapped in the fist of Tundra. Shaman removes his headband, and while he stood ready to don the tiara he had hoped that such a great sacrifice would not be needed. As he slowly moves the tiara up to his forehead he wonders if he might have aged too much and the strain might kill him, which would mean it would again fall to his daughter to don the tiara. But Shaman tells him self that he did not prove himself worthy in the recent tests to back out of the responsibility now.

As Michael Twoyoungmen places the tiara on his forehead he asks himself what his humanity, or the life of Snowbird’s baby is when balanced against the lives of Alpha Flight and every human being on Earth. Elizabeth pleads with her father, but he dons the tiara and with a newfound power he walks into the battle, leaving a heartbroken Elizabeth behind, crying that they have finally found each other after so long.

Twoyoungmen walks up behind Pestilence and orders him to stay his evil, for the Binder of Spirits commands him. Pestilence grins when he sees the old fool supplanting the young one and reminds Shaman that he is not a spirit and cannot be commanded. Shaman knows this, and informs Pestilence that he obviously overlooked the fact that the Beasts are of the spirit world, and therefore he can command them!

Eldritch energies begin to bind the Beasts and eventually banish them. Pestilence still goes strong however, and declares that this means nothing to him as the Beasts were just agents of destruction, where he is ‘death, decay and devastation incarnate!’ Shaman knows Pestilence speaks the truth, and tells Pestilence that he has kept in reserve one Great Beast upon the mortal sphere to do his bidding.

Pestilence sees that Sasquatch/Tanaraq remains, and Shaman reminds him that it is really Snowbird. Alpha watch in horror and Heather is forced to hold Thompson back when Shaman declares that as Pestilence possess the child, he controls the mother, he trusts that Pestilence’s perverse sense of the unnatural will appreciate the irony when he orders one to destroy the other.

Snowbird knows that her power to assume any animal native to the Arctic entails certain risks, foremost is that her own reason will be consumed by the chosen animal’s bestial instincts. Though with ordinary Earth animals, the risk is real, it is much more dangerous with an animalistic spirit such as Sasquatch’s that the beasts rage will become Narya’s own, and that she will forget how to reverse the transformation. Snowbird slashes at Pestilence who cries out in pain. Narya continues to slash, until suddenly the form of her baby appears, and pleads with her to stop.

Vindicator quickly tells Shaman that Pestilence has fled the baby, but Twoyoungmen knows that this is just another trick, like when he assumed her deceased husband’s form. Hesitantly, Heather asks if he will let Narya kill Pestilence, to which he replies he will if the demon can be killed. Heather asks what of the baby, and he replies ‘what of mankind’. Heather asks her old friend if he can make that choice, and he simply replies that he is neither Michael Twoyoungmen nor Shaman, but the Talisman, and if he does not make the choice, who will?

The form of the baby fades away and Pestilence returns, and tells Snowbird that she could kill him, and knows she would, but that he has cheated death for the past 138 years an will not allow her to take life from him now. Pestilence then commands the earth that held him for nearly a century and a half to receive him again, and he disappears beneath the ice. However this time, he falls hundreds of feet deep, leading to a labyrinth of caverns, and the ground closes up so that Alpha Flight cannot follow.

Snowbird, still in the Sasquatch form digs at the ice, until Shaman releases her, calming the rage of the Great Beast possessing her. Thompson races to his wife’s side, swearing to her that they will find their baby. Elizabeth joins her father’s side and tells him that she loves him, to which he simply replies that he is happy for it. Box wonders if Shaman truly is, recalling that Michael said in becoming the Talisman it would cost him his humanity, the ability to feel for mere mortals, and his heart. Heather asks Twoyoungmen if there is any way they can follow Pestilence, to which Aurora adds ‘and save the child’ and Jean-Paul declares he will race like the wind to wherever he is sent.

But Judd realizes that Pestilence has masked himself too well, by hiding his evil amidst the constant death and decay of the earth. 'for now Puck’ says Twoyoungmen before he informs everyone that he will put spirit agents on Pestilence’s trail, but that they may have to wait until he shows himself again, however Twoyoungmen declares that he will not rest until Pestilence’s evil is rooted out. ‘By destroying Pestilence, or saving my child?’ asks Snowbird bluntly. Twoyoungmen merely says ‘Whatever is required’.

Hours later, on the shores of Tamarind Island, Byrrah surfaces from the waters, ready to prove the old proverb ‘there’s no rest for the weary’ for he has arrived to ask Alpha Flight’s aid in helping the Sub-Mariner free their former teammate Marrina from near death!

Characters Involved: 

Aurora, Box, Northstar, Puck, Snowbird Vindicator II (all Alpha Flight)

Marrina, Shaman, Talisman II (all Former Members of Alpha Flight)

Doug Thompson (Snowbird’s husband)

Snowbird’s baby

Namor the Sub-Mariner (Marrina’s lover)


Kariooq, Kolomaq, Ranaq, Somon the Artificer, Tolamaq, Tundra (all Great Beasts)



Attuma’s barbarian warriors


In flashbacks

Aurora, Northstar, Puck, Snowbird, Vindicator II (all Alpha Flight)

Shaman, Talisman II (both former members of Alpha Flight)

Doug Thompson (Snowbird’s husband)

Doctor Strange


Story Notes: 

Namor learned of the capture of Marrina and take-over of Atlantis in Alpha Flight (first series) #36. Namor was previously forced to abdicate his throne in the Sub-Mariner mini-series.

Guardian was killed in Alpha Flight (first series) #12.

Box’s reference to Dorothy, the Scarecrow and the Tin Woodsman comes from the classic Wizard of Oz (based on the novels by L. Frank Baum) starring Judy Garland, who as Dorothy, accompanied by the Scarecrow came across the Tin Woodsman on the Yellow Brick Road, who could not move due to the rust in his joints. Dorothy oiled him, setting him free and he accompanied her on her journey, where he began his search for a heart.

Shaman was proven worthy to wield the Talisman in Alpha Flight (first series) #35.

Snowbird has previously assumed the white Sasquatch form to battle the real Sasquatch and then to battle the Incredible Hulk. [Alpha Flight (first series) #23, 29]

The color of the Sasquatch on the cover to this issue is colored wrong, for it is orange and represents Walter Langkowski, when in fact it should be white representing Snowbird.

Issue Information: 
Written By: