Los Angeles, where, twenty-five stories about street-level, the Champions’ shiny new sky-car begins a 1.5 second out-of-control plunge towards sudden death! ‘What do you mean the controls are frozen?’ Warren Worthington III a.k.a. Angel shouts. ‘Just what I said, Warren! We’re in a power-dive - and I can’t pull the ship out of it!’ Natasha Romanova a.k.a. the Black Widow snaps back. The Olympian Hercules remarks that he did distrust this frail craft from the start, while Bobby “Iceman” Drake says nothing. The heroic Champions however do not seem to notice a dark-skinned man wearing a lab coat on a nearby rooftop as they fall past him. ‘The Champs are in trouble - bad! And there’s nothing I can do to help them!’ he thinks to himself.
‘Do something, lady! Pull back on this stick! Kick it! Anything…but do something!’ Angel - a former member of the X-Men - shouts. The Black Widow frowns as she assures Angel that she is trying - despite his senseless commands. An instant later, the Champions’ sky-car straightens out and no longer falls - and just in time too, several feet above many civilians below. Angel remarks that the steering is back, and asks if the landing controls are too. Bobby - another former member of the X-Men - tells his friend to lay off the Black Widow. ‘I mean, not all of us were born to fly!’ he exclaims.
‘Just what we need - advice from the peanut gallery!’ Angel mutters, to which Hercules quickly asks him who made him ‘Boss-man of this team?’ the Black Widow tells her male companions to be quiet as she is trying to land, while the mysterious man on the nearby rooftop thinks to himself ‘Here they come - and fast!’. Angel spreads his wings and takes to the air, telling the Black Widow that she must slow down, otherwise she will overshoot the roof. ‘She’s trying!’ Bobby exclaims, before calling out to Warren to come back here.
Angel assures Iceman that he is not bailing out, simply clearing the way, as he flies over to the man on the rooftop and asks him to move it. ‘This could be a rough landing!’ he exclaims. The man rips his lab coat off as he replies that he would like to oblige, but that given he designed that sky-car, he does not aim to see it crash! With that, the man suddenly increases in size as the sky-car speeds towards him. ‘Holy smokes!’ Angel exclaims. ‘By my troth - a giant!’ gasps Hercules. ‘Giant or not, he’s just made himself a bigger target - and we’re gonna hit him dead center!’ Iceman exclaims.
The “giant” wraps his powerful arms around the front of the sky-car as it moves towards him, replying ‘I wouldn’t worry too much about that, son! You see, a certain amount of power goes along with the size!’ But as the force of the sky-car pushes the “giant” backwards along the rooftop, Hercules leaps from the sky-car, exclaiming ‘Methinks ‘tis not enough, giant!’. ‘Methinks you’re right, Herc!’ Bobby agrees as he also leaps onto the rooftop. The “giant” remarks that the sky-car has more momentum than he thought: ‘I’m going over the edge!’ he shouts as he heels reach the edge of the rooftop.
‘There! I cut the power!’ the Black Widow announces suddenly, but Iceman points out that it is too late, and calls out to Warren, who picks him up, enabling Iceman to create an ice-ledge behind the “giant”, preventing him from falling off the roof. ‘Teamwork does it again! Just like the old days in the X-Men!’ Bobby exclaims, before forgiving his friend. ‘I don’t believe it! A platform of solid ice!’ the “giant” exclaims, still holding onto the sky-car with the Black Widow inside. Natasha tells her newfound ally to ponder it later, once he is back on the roof.
Some minutes later, Natasha asks Warren if he has any idea as to why two million dollars worth of aircraft does not work. Warren replies that he doesn’t have a single idea, before suggesting that their large friend might. ‘Speaking of whom - just who are you, big fella? I mean you’re sure not the original Giant Man I met while I was with the X-Men!’ Bobby remarks. Hercules agrees, remarking that he is neither Henry Pym nor Clint Barton, remarking that he has fought beside both - ‘And thy skin color doth mark thee as another!’ Hercules adds. ‘I’d think so!’ the Champions’ new ally replies, adding that since his cover went the way of his clothes, he introduces himself as Bill Foster: ‘Or Black Goliath! L.A.’s hardest-to-miss, spanking-new super-hero - who also happens to be Tony Stark’s West Coast rep!’ Bill explains. ‘No applause, just throw money!’ he jokes.
Black Widow thanks Black Goliath for his efforts, before adding ‘But if it was you who built the ship…’ her voice trails off as Iceman - returning to his human form - explains that the Black Goliath designed it, but that it was built by a crew hired by the Champions’ lawyer, Emerson Bale. ‘Which isn’t half as interesting as who just dropped in!’ Bobby adds, motioning to the glamorous Laynia “Darkstar” Petrovna, who drops down onto the rooftop. Natasha greets her fellow Russian femme fatale, and asks ‘I trust the customs authorities were not too hard on you?’ The Soviet defector replies that they weren’t, thanks to the intervention of Natasha’s friend, Nick Fury. ‘Darkstar thanks you, Madame Widow…from my heart’ Laynia declares. ‘And speaking of hearts…’ Bobby mumbles, eyes fixed on Laynia.
Meanwhile, Eastward, specifically, the deserts of Arizona, where the final member of the Champions - Johnny Blaze a.k.a. Ghost Rider - speeds through the desert on his motorcycle. ‘Ghost Rider! Man, what a mess of trouble I’ve had since I picked up that handle!’ As Johnny’s handsome face slowly shifts into that of a flaming skull, he thinks to himself that the Champions don’t seem to mind the Ghost Rider much - except for Hercules, who somehow equates his power with demons or something. ‘Most folks outright panic when my skull starts blazing’ Johnny thinks to himself, while telling himself that it is strange, as he is not used to getting so much understanding.
Blaze grunts, and tells himself that it would be just like him to blow it, just when he is beginning to feel as if he belongs. Suddenly, he brings his motorcycle to a screeching halt - ‘There it is - coming fast and on the hoof - STAMPEDE!’ Blaze exclaims as he leaps from the stampeding cattle, but they surround him as they speed past. Blaze realizes that the cattle are running blind, panicking, and that his flaming head is not going to make them any calmer. Seeing his motorcycle squashed flat, he realizes his only chance is to whip up a fast flame-cycle - and hightail it out of here! Blaze does so, and rides up the side of the canyon wall to escape the stampede.
As the ghostly cyclist guides his mystical bike above the horns of the fear-maddened steers, there is an explosion. ‘An explosion? But what -?’ Blaze thinks to himself, only to look up and see an arrow soaring. ‘Question an answered!’ Blaze tells himself, only for the arrow to strike behind him. ‘Whoever’s playing Robin Hood has sealed the cattle in by creating a landslide at either end of the ravine!’ Blaze realizes, admitting also that it was some pretty fancy shooting as he rides up the top of the canyon, able to gaze out below and see the results of the two landslides. ’Too bad about my bike’ Blaze tells himself, while wondering if the danger has passed, then why he is still appearing as Ghost Rider - why he has switched back to his human form.
Moments later, Ghost Rider gets his answer, as several farmers carrying an assortment of pitchforks and rifles move up behind him. ‘Hold it right there, Mister Spook! This little darlin’s loaded - and I’d sure as spit like to see if you’re really the ghost y’ pretend t’ be!’ one of the farmers snarls at Ghost Rider. Blaze thinks to himself that he better go into his act, and spins around exclaiming ‘Have a care, mortal, for my power is not to be sneered at!’. Suddenly, another voice exclaims ‘Maybe not, but your dialogue is a downright scream!’ before assuring the farmer that Ghost Rider is okay. ‘Well, if you say so, mister’ the farmer replies.
‘You! I should have known!’ Ghost Rider exclaims as he gazes upon the two new arrivals. ‘Hawkeye! What’s going on out here big enough to bring in the Avengers?’ Blaze asks Clint “Hawkeye” Barton. The Archer asks Ghost Rider where has he been, explaining that he left the Avengers. ‘The papers were full of it’ he adds, before remarking that he teamed up with the masked man behind him. ‘Say hello to a living legend - Matt Hawk - the Two-Gun Kid!’ ‘How do, hombre?’ the Two-Gun Kid remarks to Ghost Rider. ‘The Two-Gun Kid? You’ve gotta be kidding!’ Ghost Rider exclaims. ‘Nope’ Clint replies. ‘It all started when Kang -’ he begins, before remarking that he doesn’t feel like reeling it off again. ‘Let’s just say we’re here, and the ranchers need our help!’
Two-Gun Kid suggests to Hawkeye that he explains why, to which Clint announces that there is something strange going on out here - something that has got the farmers spooked. ‘That stampeded you just squeaked out of was a prime example!’ Clint adds. Motioning across the canyon, Hawkeye points out a glowing area, with a black smoke surrounding it. ‘Like any good sci-fi story, it started with funny lights out in the desert - near a place the locals call La Mesa de Las Almas Perdida - The Mesa of Lost Souls!’. Clint adds that they were just about to head over there, when, suddenly, the glowing area is revealed to be flying saucer, which Two-Gun Kid points out. ‘I see it!’ Clint exclaims, while Ghost Rider suggests they get to the Mesa, and fast.
Meanwhile, at the headquarters of the Champions, Black Widow and Darkstar enter a workshop, where Hercules, Iceman, Angel and Black Goliath are working on repairing the sky-car. Natasha thinks to herself that the rest of the Champions have accepted Darkstar without question. ‘Perhaps it is that she is so like a younger Black Widow that causes me to worry…I hope her defection will be easier’ Natasha thinks to herself.
Black Goliath announces that he has found the problem, revealing that the basic design of the sky-car is flawless, but the actual metal used in construction seems to have crumbled under stress. Hercules holds the sky-car up with his impressive strength, while the Black Goliath repairs the damages, and Iceman uses his powers to cool the heat from the repairs. ‘You’re saying we paid a cool two million for a structurally unsound aircraft?’ Bobby asks. ‘What I’m saying is - you’ve been robbed!’ Bill replies.
Angel turns from where he has been on the phone, informing his teammates that Bale cannot explain what happened, but that he says he will call the contractor in the morning. Angel tells everyone that something doesn’t sound right and remarks that he will look into their friendly lawyer’s dealings, when, suddenly, the Champions’ high-tech computer disaster scan opens. ‘At least something we paid for is working!’ Warren mutters, motioning to the news report, suggesting it will likely be something they want to hear.
The news reporter declares that the ranchers in Arizona are on the verge of hysteria, awaiting the National Guard and unable to deal with what appears to be a spacecraft from another world. ‘Oh, great! Instead of news, we get a Japanese space movie!’ Angel exclaims, only to realize that this is real when an image of Ghost Rider, Hawkeye and Two-Gun Kid appears on screen. The reporter continues, revealing that tension has not been eased by the arrival of three costumed heroes, only two who have been identified.
‘Ghost Rider! That flaming cycle-freak’s right in the middle of it - and we have to hear it on the boob-tube! So much for all our “one for all” jazz’ Bobby remarks as he and the others gather around the monitor. The reporter announces that an unconfirmed report claims that those ranchers nearest the Mesa have all been afflicted by some form of mania, savagely attacking people they have known all their lives, as if controlled by some force. Indeed, the monitor depicts several of the ranchers waving farm instruments in the air.
The Champions head towards the sky-car, with the Black Widow declaring that they have heard enough, before asking Bill if the ship will get them to New Mexico. ‘If you keep it to within five times the speed limit, yeah, it should!’ Bill replies while Iceman climbs into the back of the sky-car, suggesting they should head out, adding that it is too bad they don’t have a catchy assembly call. ‘Y’know, like “Champions convene” or something!’ Bobby suggests, as he extends his hand to Laynia, who does not respond. ‘Hey, pretty lady! My hand’s waiting!’ Bobby exclaims. Laynia smiles, and tells Bobby that she sincerely appreciates his offer, but that she prefers her own mode of transport. With that, Laynia takes flight. ‘Yeah, I see!’ Bobby calls out, watching her.
Natasha tells Bobby that she will need a navigator, before asking where Hercules is. As if on cue, the sky-car is suddenly lifted off the ground by Hercules, asking his teammates if they forgot that the craft needs to be launched from the roof, and that only he possesses the strength to take it there.
Moments later, the sky-car with the Black Widow, Iceman and Hercules inside takes off, while Darkstar and Angel fly alongside it. ‘Tell Stark I’ll pay for a launching silo, Goliath - or else I’ll have an Olympian with a hernia wanting medical benefits!’ Angel calls out to the Black Goliath, who stands on the roof and watches his allies go. ‘Will do, Angel - and good luck!’ Bill replies. Iceman remarks that all systems are go - so far at least, to which the Black Widow thanks him for the information. Natasha turns her attention to Laynia, thinking ‘Look at her! She has joined us without being asked! Why does she presume? Or…is it that I - the Black Widow - feel threatened by a younger woman whose power appears without limit?’ Natasha wonders.
Meanwhile, at the Mesa of Lost Souls, Ghost Rider, Hawkeye and Two-Gun Kid stand against the side of the canyon, while several ranchers attack each other. Hawkeye tells Two-Gun Kid that they cannot hurt the ranchers, before pointing out that something is making them attack them. ‘Kill!’ ‘Kill!’ the ranchers exclaim as the move towards the heroes. ‘I reckon you’re right, Hawkeye - but that won’t stop them from hurting us!’ Two-Gun Kid replies, before exclaiming that the ranchers have just sopped, and are no longer moving - as if they are waiting for something to happen. ‘But what could they -’ one of the other ranchers asks, before he too becomes overcome, and shouts ‘Kill! Kill’ standing motionless. ‘What in thunderation?’ Two-Gun Kid asks, confused.
Suddenly, Two-Gun Kid sees a shadow moving on it’s own and fires at it with his two guns, before pointing out that as soon as the shadow caught up with his rancher, the rancher changed, becoming as strange as the rest. Ghost Rider puts some of his fire onto the shadow, which Two-Gun Kid thanks him for, remarking that the fire seems to be keeping the shadow away. ‘We now know the real enemy! Be on your guard, mortal!’ Ghost Rider replies, to which Hawkeye exclaims that Ghost Rider’s hellfire seems to be holding them off, so if it is light that the shadows do not like, he wants to see how a blinding flare arrow grabs them.
The shaft flies from Hawkeye’s bow, glowing brighter as it gains altitude, it casts its eerie light on the scene below - revealing giant, strange looking, shadows hovering over each of the ranchers. One of them suddenly speaks: ‘Very resourceful, humans - but this will not keep us at bay for long!’ it exclaims. ‘Behold, mortals! Revealed in the glare - the true enemy!’ Ghost Rider exclaims as he, Clint and Matt stand before the shadow-infested ranchers. ‘The shadows!’ Clint gasps, while one of the shadows declares ‘Of course, fool! The shadows - soldiers of Warlord Kaa!’
‘Kaa? The alien shadow being? I remember him from Avengers files!’ Clint exclaims, informing his allies that Kaa has attacked Earth twice before, and just barely been driven off. ‘That is the past. Fool! Each time I have come back stronger!’ the shadow exclaims, before beginning his tale….
Flashback illustrations, narrated by Kaa:
‘The second time out science had enabled me to become a shadow duplicate of the Hulk! I defeated him, but our battle had carried us into a military base’. It was there the surrounding floodlights caused Kaa to fade away. However, the lights were not bright enough to dissipate Kaa entirely, and after many months, he was able to reform against a rock face. Kaa explains that he managed to contact his home-world and have them send a ship to rescue him, where upon he left this world, bowing to return - and conquer.
Kaa declares that this day he fulfils that oath, for his picked Shadow Warriors and he have returned to establish the beachhead for their final all-out invasion, explaining that they have developed a new power - the power to possess humans’ minds by inhabiting their shadows. ‘This time, nothing can stop us!’
‘And Kaa will rule supreme!’ the mighty shadow booms, looming over everyone, he dives towards the group of ranchers. ‘No! You will be defeated - by hellfire!’ Ghost Rider exclaims, before Kaa asks him if he would harm his own people. ‘I think not!’ Kaa declares as he takes possession of one of the ranchers, adding that therein lies the key to his victory. ‘For we would sacrifice all our human slaves to defeat you, and never risk endangering ourselves!’ Kaa boasts. ‘Here it comes, gang! Get ready to -’ Clint begins as the possessed rancher rushes towards them waving a large stick at them, only for the Black Widow to drop down on him, kicking him over.
‘You should learn to finish a sentence, Hawkeye! It’s impolite to leave a lady dangling!’ the Black Widow tells her long-time companion, who exclaims ‘WIDOW!’, clearly surprised to see her. Angel and Iceman make their way into the melee, with Warren exclaiming ‘She’s not here along, you know!’. But Bobby points out that, to Hawkeye she is, as they used to know each other. ‘What gets me is not even a word of welcome from spook-stuff here!’ Bobby remarks as he approaches Ghost Rider, who retorts ‘You have done nothing worthy of my notice!’
Darkstar flies into the Mesa and sees the ranchers from the news report. ‘A simple dark field should suffice to -’, but as she surrounds the ranchers with her Darkforce, she is interrupted mid-sentence, and surprised as something penetrates the force field - the Shadow Soldiers. ‘Foolish female! How can darkness shackle beings whose essence is darkness?’ one of them asks as they move towards Darkstar, who stares at them in uncomprehending horror. ‘The being approaches my own shadow! His fingers reach for it - and as he touches it, my soul begins to scream within me!’ Laynia exclaims with concern. ‘Power such as yours will serve us well, woman!’ Kaa declares, when, suddenly, Bobby shouts ‘Maybe, creep - and maybe not!’
Kaa is confused, declaring that Darkstar’s shadow is gone. ‘There is nothing to possess!’ he booms. ‘Iceman!’ Laynia exclaims as Bobby casts an ice-shade over Darkstar and Kaa. ‘Ah, my heart melts to hear my name slip from your lovely lips, fair maid!’ Bobby grins, telling Laynia to remain beneath his ice shade, then they can figure out how to put their would-be conquerors on ice. ’If you’ll pardon the pun!’
Hercules remarks that Iceman has struck a solution: ‘If yon beings cannot work their evil lest there be light - then I shall keep them from the light by burying them beneath this mountain of stone!’ Hercules exclaims as he lifts up a huge amount of stone. But, just as the mighty Olympian heaves the massive weight above his head, a Shadow Warrior appears through the rock, remarking ‘Smash us, braggart? Is that what you hoped to do? Before touching Hercules’ shadow. ‘Now that your shadow and your mind have merged with mine, perhaps you’ll feel more like smashing…’ ‘The Black Widow! Thy time has come to die!’ the possessed Hercules concludes as he stares at Natasha, still carrying the massive rock.
‘Fight back, Hercules! Their hold on you can’t be as strong as that they achieve over a mortal!’ the Black Widow exclaims. Darkstar and Iceman watch in horror, and Laynia points out that Hercules is hesitating - as if he battles with his own soul. Bobby calls out to the Black Widow, telling her to get out of the way. But Natasha replies ‘No! He must see me, and know that if he lets them possess him it won’t only be a friend he’s doomed - but perhaps a world as well!’
Hercules continues to bear down over the Black Widow, but if the son of Zeus understands those words, the only sign of it is the sweat that begins to drop from his brow and the knotting of mighty sinews beneath his sun-bronzed skin. ‘Get thee…from me, demon! Tis Hercules thou dost face - not some son of man - but Hercules! He who is called Prince of Power - son of Zeus, all-seeing…and I will not shame my birthright!’ Hercules booms, as he throws the large stone far away. ‘Depart, vile shadow - and possess yon stone if thou canst!’ Hercules exclaims, while, behind him, the Black Widow smiles.
Meanwhile, nearby, Angel, Ghost Rider and Hawkeye approach Kaa’s mother-ship. Clint tells Ghost Rider that he hopes this plan of his works, as they may not be able to get this close to the mother-ship again. Ghost Rider declares that they should begin, and takes one of Hawkeye’s arrows, causing it to be engulfed by hellfire, and therefore it glows with a light from which none may hope to hide. Angel tells Blaze to knock off the spook routine and get on with it. ‘Kaa could return any second and -’ Warren remarks, but, Kaa suddenly takes him over. ‘Kaa is here, fools! And you three will be the first to die!’ the shadow exclaims.
‘Noooo! Warren shouts as he struggles with Kaa. ‘Cease struggle, human! Kaa now inhabits your shadow! Your will is mine!’ Kaa declares while Angel shouts ‘No!’ and takes flight, declaring that he will not let Kaa take him over. ‘Must…resist!’ Warren exclaims. High above the canyon, Warren boasts that he did not spend all those years with Professor X without learning something about closing his mind to outsiders. ‘And while I may not be anywhere as good at it as Marvel Girl was - I’m still the Avenging Angel, Kaa, and you’ve messed with the Champions!’ Angel declares.
The higher Angel flies, the more Kaa feels his power waning - and the shadow he foolishly dared possess grows smaller…until finally, it is too small to preserve his life essence. There is a terrified shriek inside Warren’s mind - then Kaa and his evil are…gone! Warren realizes that he flew too high, and in the process strained his wings as he begins to plummet back to the canyon. ‘Got to keep going! Just enough strength to finish the job!’ he exclaims. Hawkeye tells Angel not to stop, remarking that he can tell from the way Warren is fluttering that they are only going to get one shot at this. Warren swoops down and picks Hawkeye up, lifting him high enough to fire an arrow flaming with hellfire at the mother-ship. ‘You’d better not miss, Avenger!’ Warren tells Hawkeye.
‘Ex-Avenger, X-Man! I wish you people would remember that!’ Clint exclaims as he fires the arrow into the mother-ship, remarking that they will now find out whether the Champions’ resident demon has got rocks in his skull, or whether a crazy stunt like this will actually work. One of the Shadow Warriors calls out to his fellows, declaring ‘They have slain the Warlord Kaa - and they attack the command ship! All units regroup! Reach them before it is - TOO LATE!’ Indeed, it is too late, as Hawkeye’s most powerful blast arrow - imbued with a full, searing brilliance of hellfire - blows the alien ship apart in a blinding flash - and a virtual tidal wave of deadly incandescence sweeps through the Shadow Warriors’ ranks - ending their threat. And the Champions and their allies appear as shadows themselves in the brilliance of the blast.
Later, one of the rangers stands by the Black Widow as he thanks her. ‘I guess the army would’a come eventually - but you got here first and that’s what counts!’ he remarks. ‘They tell me that’s why we formed the Champions, old timer!’ the Black Widow replies, adding that Los Angeles Information has their number should he need them again. Two-Gun Kid stands near Ghost Rider and Angel, remarking that it looks like Hawkeye left him to say goodbye, while he says his own goodbyes to the Black widow. ‘Maybe we’ll meet again!’ Matt adds. ‘I hope so, Two-Gun, so you can explain how you reached one hundred without getting gray!’ Ghost Rider replies.
Suddenly, Iceman calls out to Warren and Blaze from within the sky-car, announcing that they are getting a call on the closed-circuit - from Black Goliath. Everyone returns to the sky-car, where the Black Goliath apologizes for cutting in, but explaining to them that a girl has just showed up at their headquarters in deep troubled - scared half to death, and carrying a box that was stolen from his lab a week ago. ‘The box has started glowing and she says the guy who is after her is -’.
‘ - the Stilt-Man, fool!’ exclaims the Stilt-Man as he bursts into the room where Black Goliath is communicating with the Champions. The Stilt-Man boasts that he already has the z-ray, and senses there is enough power within the box that the girl was carrying to make him the master of the world. The Black Goliath tells the Champions ‘You better get yourselves back here! Stark told me that box this clown’s after belonged to a dude named…the Stranger!’….