Darkstar & the Winter Guard #3

Issue Date: 
October 2010
Story Title: 

David Gallaher (writer), Steve Ellis (penciler), Scott Hanna (inker), Val Staples (colorist), Scott O Brown (letterer), Clayton Henry & Guru eFX (cover artists), Irene Lee (production), Jordan D White (editor), Mark Paniccia (supervising editor), Joe Quesada (editor in chief), Dan Buckley (publisher), Alan Fine (executive producer)

Brief Description: 

The Winter Guard - Ursa Major, Red Guardian, Crimson Dynamo and the new Darkstar, along with the Protectorate - Vanguard, Starlight and Powersurge - have arrived back at the Citadel, only to find it swarming with Fantasma’s death-wings. Taking Vanguard’s hammer, Ursa Major leaps from the jet, and reigns in one of the death-wings, using it to fight the others, enabling the new Darkstar to teleport everyone into the Citadel. Inside, the transformed Fantasma and the Presence are holding each other when they detect the arrival of the Winter Guard, while the Presence reveals his feelings for his forgotten son, estranged lover and the black-hearted thing masquerading as his daughter. Fantasma then releases the Dire Wraiths. The Winter Guard and Protectorate are soon reunited with Dimitri Bukharin, who has donned his old Crimson Dynamo armor. They gather in the Red Guardian’s lab and make plans to defeat the Wraiths by sending them through a tear in reality like they did to Krang and his army. Red Guardian and Starlight make some changes to Powersurge’s armor, while the others reinforce the lab, despite the new Crimson Dynamo offering to help Red Guardian. However, some Dire Wraiths enter the lab through vents in the ceiling - and rip the Red Guardian’s head from his cyborg body. Vanguard takes a Red Guardian shield and uses it as his new weapon, before also commandeering Red Guardian’s motor cycle, before the new Darkstar teleports everyone to the reactor room. They make it to the reactor room, but find themselves having to face-off against countless Dire Wraiths - though they do so valiantly, while the Presence boasts that when the egg-spores are released, they will re-write the Earth. Vanguard confronts his diabolical father, running him over with the motor cycle, before on of the Wraiths kills the new Darkstar by shoving its tongue through her head. The Wraith takes the gem Darkstar had and shifts its form to resemble Darkstar, while Vanguard uses the shield as the conduct for his kinetic energy, preparing to attack his father again, before Fantasma attacks him. Starlight comes to Vanguard’s rescue, while the Wraith quasi-transformed into Darkstar attacks Powersurge, and breaks the device Red Guardian placed on him. Powersurge manages to destroy the Dire Wraith spores, while the new Crimson Dynamo amplifies the effect of Powersurge’s powers, opening another tear in reality, back to Immortus’ Limbo. The new Crimson Dynamo then grabs Fantasma and throws her back into Limbo - but Fantasma’s form shifts, and she reaches out for Starlight - taking her back into Limbo as well, before the tear in reality seals itself. Vanguard attacks his father, blaming him for ruining everything he ever loved, before the reaming Dire Wraiths confront Vanguard, the two Crimson Dynamos and Powersurge. Suddenly though, strange power consumes the Wraith who took the Darkforce diadem from Reena - and Laynia - the real Darkstar - is returned. The Presence is surprised by this development, but nonetheless, attempts to destroy his children and their teammates. Powersurge however absorbs the radiation that the Presence is expelling - to the point that it kills Powersurge, though he saves the day as the Presence is drained of his energies, for now. Darkstar teleports Vanguard and the two Crimson Dynamos to safety, where they are reunited with Ursa Major, just as the Citadel explodes. Ursa Major reveals that he lost Vanguard’s hammer, but Vanguard isn’t bothered. He is just happy that Immortus kept his promise, and Laynia has returned. In the aftermath, the Winter Guard now comprises of the real Darkstar, Ursa Major, Dimitri Bukharin as the Crimson Dynamo and Vanguard as the new Red Guardian. The female Crimson Dynamo meanwhile has secured the remains of the previous Red Guardian’s laboratory, and made it her base. She has the cyborg head of the previous Red Guardian in a tank, and has dubbed herself the Ultra-Dynamo, vowing to take down monsters disguised as heroes….

Full Summary: 

During World War II, St Petersburg was the site of one of the longest, most destructive, most lethal invasions in modern warfare. The Nazi-led siege lasted 872 days. Despite Russia’s heroic resistance, the country lost many brave men, women and children to famine, murder and torture. Yet, Russia still prevailed. Days ago, the country found itself facing a new threat. One that turned its greatest heroes into something else entirely. A hooded figure walks down the streets of St Petersburg, holding a stuffed teddy bear representing Ursa Major. ‘I’m the King of Bears!’ a recorded message in the stuffed toy exclaims. The hooded figure rips the bear’s head off, it falls to the ground. ‘Once we were glorious…now we are simply casualties…in the dead of winter!’.

On the outskirts of the Citadel, headquarters of the Winter Guard, a jet carrying the Winter Guard and the Protectorate dodges several deadly flying creatures. ‘What are those things?’ Reena Stanicoff a.k.a. the new Darkstar asks. ‘Can’t talk, flying ship’ Anton a.k.a. the current Red Guardian replies. ‘Vanguard, any ideas?’ Reena asks. ‘Fantasma’s own breed of death-wings, no doubt!’ Nicolai “Vanguard” Krylenko replies. ‘Death-wings? The nam sort of says it all, huh?’ Galina Nemirovksy remarks. ‘What’s the plan?’ the handsome Major Mikhail Ursus a.k.a. Ursa Major asks. ‘Stop the monsters from eating the ship!’ Red Guardian exclaims as two of the death-wings attack the jet.

Reena points out that if Fantasma has control of the Citadel, then who knows what she has done to Dimitri and the staff. ‘Which is why we need a distraction’ Mikhail points out, telling Red Guardian to pull the ship up, as he needs some altitude. Mikhail finds a rope and tells Red Guardian to get to the armoury. ‘I’m sure you have enough fire-power in there to disarm Latveria. If Dimitri is alive, I’m sure you’ll find him’ Mikhail adds, before picking up Vanguard’s hammer. ‘Hey, my hammer -’ Nicolai exclaims. ‘You’ll get it back, friend. No worries’ Mikhail assures his long-time friend.

‘What are you doing, Mikhail?’ Reena asks as Mikhail stands at the jet hatch. ‘I’m a senior officer of the armed forces, Reena. I’ve been trained for any and every situation!’ Mikhail replies, telling his teammates that he is doing what needs to be done. ‘Besides, I’m the one thing our enemies won’t expect’ he adds, before transforming into the mighty bear. ‘A badass bear with a hammer!’ Mikhail exclaims, before leaping from the jet. ‘Preved medved!’ he shouts, before landing on one of the death-wings, he flings the rope around it’s mouth. ‘You’ll do!’ he exclaims as he reigns in the beast.

‘Today is the day - foolish beasts - you will believe a bear can fly!’ Major Ursus booms as he expels the energy from Vanguard’s hammer, taking down one of the creatures. ‘Is Ursa Major completely insane?’ Galina asks. ‘Absolutely’ Anton replies, while Illarion Pavlovich Ramskov a.k.a. Powersurge announces that the ship is starting to shred like tissue paper. ‘How much time do we have till we’re next?’ Dr Tania “Starlight” Belinksy asks. ‘Enough time for Darkstar to teleport us into the Citadel!’ Anton exclaims, asking Reena if she thinks she can do that. ‘You bet I can!’ Reena exclaims, remarking that she needs some concentration to really shine - and moments later, the jet, and everyone in it - are teleported away - just as one of the death-wings chomps down.

Inside the Citadel, down in the sub-basement, Sergei Krylov a.k.a. the diabolical Presence holds Fantasma in his arms. The somewhat transformed Fantasma asks the Presence if he heard the rumble. ‘The Citadel has been breached!’ Fantasma exclaims. ‘What madeness threatens the completion of our intimate congress?’ the Presence demands, while the Dire Wraith eggs lay beneath them. The Presence announces that his powers of awareness have detected the awkward yet inevitable arrival of the Winter Guard. ‘Were the circumstances different, it might have illicited a small degree of sentimentality’. Fantasma’s long Wraith tongue flickers as she tells the Presence that she feels his thoughts, his anger, his emotions.

‘Emotions? For my forgotten son, estranged lover, and that black-hearted thing that masquerades as my daughter? No, me dear…the family that abandoned me has reached their obsolescence’ the Presence declares, adding that he has no anger, only enthusiasm for what is to come. ‘Then, maybe a special family reunion is in order’ Fantasma remarks. Standing over the Dire Wraith eggs, her form shifts slightly, announcing that never will their children be manipulated, forced to hide who they really are. The Dire Wraiths begin emerging from the eggs as Fantasma exclaims that, like her, they will draw their power from the aether. ‘But they owe all of their loveliness - and their very lives to you!’ she declares.

The Presence reveals that while in confinement, the Citadel whispered its special secrets to him. ‘But I knew I needed you to unlock the door’ he adds, declaring that the grand design is well underway. Drool drips from Fantasma’s now jagged-tooth mouth as she exclaims ‘Yes…the larvae spores…they need our attention’. She declares that while they are occupied, they can send the hatchlings out to play. ‘Go forth, my children…today you triumph over mankind. Today, you thrive!’ Fantasma exclaims as the Dire Wraiths move from the sub-basement.

In the hangar bay, Red Guardian, Vanguard, Reena Starlight, Powersurge and Galina rush into action, while Vanguard exclaims to Reena ‘You teleported a whole ship? My sister could never do that’. Reena frowns and replies ‘I’m not your sister, Vanguard’. Galina asks if the Dire Wraiths are just shape-shifters, to which Powersurge replies ‘Not just any shape-shifters - these are brain-eating, soul-swallowing shape-shifters. And they reproduce like cockroaches!’. Anton asks Crimson Dynamo to try calling Dimitri again as he slams his hand against a security pad: ‘Override protocol engaged. Palm print confirmation: Red Guardian’ the computer announces.

Suddenly, ‘No need. I’m right here!’ a voice exclaims. ‘Dimitri?’ someone calls out as they turn and see the Winter Guard liaison, Dimitri Bukharin, once again wearing the Crimson Dynamo armor. ‘And…so are you it seems. The sensors say you are normal. Because - as you have guessed by now - we have outselves an infestation’ Dimitri declares. He adds that with the Presence and Fantasma heading to the reactor room, it is probably going to get worse. ‘Okay, but how do we know you aren’t a Dire Wraith yourself?’ Galina asks as she steps towards Dimitri, power surging from her armor. ‘If I was you’d be dead already’ Dimitri replies. ‘Fair enough’ Galina concedes.

‘We are here, so now what?’ Starlight asks as they enter Red Guardian’s workshop. Galina suggests that they use the same sort of trick against Krang, bending the laws of physics to banish the Dire Wraiths somewhere else, they just need an incredible power source. ‘Why is everybody looking at me?’ Powersurge asks. Anton smiles and tells Powersurge that he is about to get an upgrade. Red Guardian turns to Starlight: ‘You’re a doctor, right? I’ll need your expertise on this’ he tells her, before ordering everyone else to guard the door. ‘We don’t want those things getting through’ he declares.

Galina tells Anton that she could help. ‘I know about all the -’ she begins, but Red Guardian orders her to watch the doors. While Dimitri, Vanguard and Reena stack crates against the doors, Galina mutters that the walls are pure carbonadium so nothing can get through them. Vanguard tells Reena that he does not like what they did to her, or to Laynia’s memory. ‘But I have come back from the edge of reality for one thing - I have an agreement to keep!’ he declares, before asking Red Guardian how his “gizmo” is coming along, unaware that some tentacles are writhing about on the pipes above them.

‘It’s not a “gizmo”, it’s a nuclear-powered dimensional placer’ Anton explains. Starlight remarks that everything is a “gizmo” to Vanguard, especially in situations like this. Powersurge tells the others to be careful with his containment suit, for if it ruptures, they will not have much of a citadel left to defend. ‘There’s no danger of that, as far as I can tell’ Red Guardian replies as he makes the adjustment on Powersurge’s suit - when suddenly, a tentacle drops down from the pipes overhead and wraps around Anton’s head - before pulling it right out of his cyborg body! ‘Let that be the last thing you ever see!’ the Dire Wraith attached to the tentacle declares.

‘Red Guardian!’ Starlight screams, while grabbing at the tentacle that wraps around her own neck. ‘We shall rend the flesh from your bone!’ one of the Dire Wraiths exclaims as a group of them drop from above. ‘Tear off their pathetic human heads, my Wraith sisters - and swallow their souls!’ the Wraith holding Anton’s head exclaims. ‘Swallow this!’ Vanguard booms as he throws a shield from the wall at the Wraith. ‘I won’t stop until every last one of you is destroyed!’ Nicolai declares. Vanguard calls out to Tania, who replies that she is okay. ‘I’m fine, too. Thanks for asking’ Powersurge remarks.

Taking the shield, Vanguard calls out to Reena, ordering her to get them to the reactor room. ‘You’ve got it!’ Reena replies as Vanguard hops on the motor cycle, he shouts ‘Hear that, Wraths? It’s a winter storm warning!’ he booms as he drives the motor cycle through the teleport, followed by the others. ‘Come on Darkforce, don’t fail me…’ Reena exclaims as she attacks the Dire Wraiths, while Starlight encourages her to not let them overwhelm her as she unleashes her energies on the vile beings. ‘Wraiths can assume any form, Galina. Be careful’ Dimitri tells the other Crimson Dynamo. ‘I’m Galina Nemirovsky, top graduate of the Federal Dynamo Program, I’m more than capable at my job!’ she boasts as she unleashes energies from the armor. ‘We’ve lost friends to these creatures, Dynamo. We don’t want you to be one of them!’ Powersurge tells Galina as he destroys several Wraiths with a dose of nuclear energy.

‘Ahh…once again your arrival proves awkward!’ the Presence exclaims as he and Fantasma hover nearby. ‘Still…what you are witnessing is the birth of a glorious new future! These eggspores, when released, will rewrite the Earth, infecting the air, the water and the soil!’ he booms. The Presence adds that his children need someplace to call their home. ‘Actually, father…this is your eviction notice!’ Vanguard declares as he drives the motor cycle right into the Presence, knocking him backwards.

‘Defend yourselves, my children!’ Fantasma shrieks. ‘Our pleasure, mother’ one of the Wraiths exclaims. ‘We know just where to start’ another remarks. ‘Delicious!’ the Wraith announces as its tongue skewers Reena - right through her head. ‘How can I taste so much power in such a pathetic body?’ the Wraith asks as Reena’s limp form drops to the floor. ‘Darkstar!’ Vanguard shouts as he rides the motor cycle over his father once more. ‘What’s the matter, Vanguard? Do you recognize your own sister?’ the Wraith asks as it picks up the gem possessed by Reena and shifts its form.

‘You monster! Why did you let that happen? She was all I had left of my Laynia!’ Nicolai shouts, grabbing his father by the neck, he holds the sharp shield, charged with kinetic energy towards him. ‘Don’t worry, my son, you can join her’ the Presence exclaims. ‘Yes. We are willing to adopt!’ Fantasma snarls as she wraps her tongue around Vanguard’s neck. ‘Umph!’ Nicolai exclaims. ‘Over my dead body!’ Starlight exclaims as she flies down and knocks Fantasma away from Vanguard.

‘Now what does this little contraption here do, I wonder?’ the Wraith who has shifted into Darkstar’s form remarks as it extends its talons around Powersurge’s suit. ‘Hands off the merchandise!’ Dimitri exclaims, blasting the Wraith from Powersurge, who thanks him. ‘Displace these spoors!’ Dimitri declares. ‘You’ve for it!’ Powersurge responds as he unleashes his energies against the remaining Dire Wraith eggs. Galina announces that the Wraith that ate Reena broke the device, so she is going to amplify the effect, and uses her power in conjunction with Powersurge’s.

‘Galina…what are you doing?’ Powersurge asks, before suddenly, a tear in space-time opens! ‘By the white wolf!’ Powersurge exclaims. ‘NOOOOO!’ Fantasma shrieks. ‘I will not be sent back there!’ Fantasma exclaims. ‘Limbo…’ Vanguard remarks, kneeling over the body of the Presence. ‘Limbo or not…that tear could consume everything!’ Dimitri exclaims. ‘Everything…and maybe everyone?’ Galina asks as everyone stares into the strange dimension. Suddenly, Galina takes flight. ‘What are you doing?’ Dimitri asks her. ‘What needs to be done!’ Galina replies. Dimitri cannot stop her as several Dire Wraiths wrap themselves around him. ‘Damn dirty aliens, get the hell off of me!’ he declares.

‘Time to put the crazy lady - back where she came from!’ Galina exclaims as she picks up Fantasma and throws her through the tear, back into Limbo. ‘NOOOOO! I will not face oblivion alone!’ Fantasma shrieks, shifting her body so that she extends tendrils back through the closing rip - tendrils that wrap around Starlight! Tania calls out to Vanguard, but it’s too late, as she is pulled through the closing tear. ‘Tania!’ Nicolai shouts. ‘Remember that I loved you…’ Tania tells him. ‘Starlight is gone? I…I…’ Galina remarks.

‘You’ve ruined everything I have ever loved!’ Vanguard shouts as she slams the shield against the Presence. ‘Don’t worry…where you are going there is no love. Now that I have tapped into the full power of the Darkforce…’ the Wraith in the form of Darkstar shouts as the Dire Wraiths close in on Vanguard, Dimitri, Galina and Powersurge. ‘You will experience only suffering…’ the Wraith begins, while the Darkforce ebbs around it. ‘What…what is happening…’ the creature asks as its form transforms, and a new voice is head. ‘today the suffering ends…and where there was once life…only death shall remain!’ exclaims Darkstar as she hovers over the Dire Wraiths and destroys them all with ease.

‘Reena?’ Galina calls out. ‘Reena Stanicoff is no more’ Darkstar exclaims. ‘By the power of Immortus…Laynia? Is that you?’ Vanguard calls out, holding the shield as he stands over the unmoving Presence. Darkstar - the real Darkstar - smiles: ‘Yes, my brother. We are reborn and we are wondrous!’ Laynia Petrovna declares.

The Presence looks up and remarks that this development was unforseen. ‘But the sub-text is not lost on me. However, I cannot let your actions go unpunished!’. The madman stands up, and knocks the five heroes back with a surge of energy. ‘Radiation? Against me?’ Powersurge asks. Powersurge runs towards the Presence and remarks ‘For an evil genius, you are seriously stupid’. The Presence asks Powersurge what he is doing, before Powersurge grabs the Presence and holds him. ‘What does it look like I’m doing? I’m saving the day…’ he exclaims a she absorbs the Presence’s radiation.

‘We have to go, now!’ Galina exclaims as Laynia opens a teleport for everyone to escape. ‘Thank you, my friend’ Vanguard declares as he turns back to the skeletal remains of Powersurge.

Darkstar’s teleport portal opens outside the Citadel - which explodes an instant later, knocking the four remaining heroes through the air. They plummet to the ground - but Ursa Major manipulates the death-wing to soar down and collect them on the creature’s back. ‘Hello, my friends. Did you miss me?’ Mikhail asks, before telling Vanguard that he owes him a hammer. ‘It’s okay, Mikhail. Some things are just more important’ Vanguard replies as he looks at Laynia.

‘Some things are indeed more important‘, the hooded figure thinks to themselves as they walk down an alleyway. ’One person’s personal happiness shouldn’t mean the corruption of a nation’s wellbeing…but that’s just what happened to the Winter Guard. In the end, Vanguard got what he wanted…while most of us got stomped into the ground’ the mysterious person remarks to themselves, standing on a poster of the Winter Guard. The hooded figure reveals that Vanguard leads the Winter Guard as the new Red Guardian now, tracking down any surviving Dire Wraiths, and hoping to find whatever remains of the Protectorate.

‘Meanwhile, the sister he tried so valiantly to resurrect lives inside the body of brain-eating abomination, hiding in plain sight among us. Maybe Ursa Major mourns the loss of his sweet little “lapsha” or whatever…but to the rest of the world, Reena dies unknown and unsung. A star that vanished before her time’. The hooded figure comes up to a piece of equipment in the alleyway, and opens the lid, revealing a strangely familiar security palm-print. ‘What became of the Crimson Dynamo, you might ask? That’s the funny part…’. The figure puts their hand against the palm print, and a computer voice exclaims ‘Override protocol engaged. Palmprint confirmation: Red Guardian’.

The hooded figure enters a warehouse, ‘Dimitri serves in that role for now. At least until they find a better replacement. I was let go for insubordination!’ Galina reveals. She walks past several Crimson Dynamo armors, and the Airstrike armor, stored in a docking bay. ‘But that doesn’t mean I can’t salvage the remains of the citadel. It doesn’t mean I can’t create my own team - a better team. It doesn’t make my cause less just’ Galina tells herself. ‘It doesn’t make them less wrong’ she adds, walking past the cyborg head of Anton, held in a stasis tank.

‘There are monsters in this world. Monsters disguised as heroes. And I have a plan to stop them’ Galina declares as she stands before a rather large Crimson Dynamo armor. ‘My name is Galina Nemirovsky. I am the Ultra-Dynamo. And my story has just begun!’.

Characters Involved: 

Darkstar / Laynia Petrovna

Vanguard / Red Guardian VII /Nicolai Krylenko

Ursa Major / Major Mikhail Ursus

Crimson Dynamo V / Dimitri Bukharin

Starlight / Dr Tania Belinsky


Powersurge / Illarion Pavlovich Ramskov

Red Guardian VI / Anton

Crimson Dynamo XIII / Ultra-Dynamo / Galina Nemirovsky

Darkstar III / Reena Stanicoff

The Presence

Dire Wraiths

Story Notes: 

Fantasma, Vanguard, Starlight and Powersurge all returned in Darkstar & the Winter Guard #1.

Darkstar was killed by Fantomex in New X-Men (1st series) #130 after being possessed by Weapon XII. Her soul was seen in Erebus, gambling for a chance at resurrection in Incredible Hercules #129. She was later briefly resurrected by Selene during “Necrosha”.

Death of Darkstar III a.k.a. Reena Stanicoff, who made her debut in the Hulk: Winter Guard one-shot.

Death of Powersurge a.k.a. Illarion Pavlovich Ramskov

As at the end of this issue, the Winter Guard now comprises of Darkstar / Laynia Petrovna, Ursa Major / Major Mikhail Ursus, Crimson Dynamo V / Dimitri Bukhain and Vanguard / Nicolai Krylenko taking the role of Red Guardian VII.

The original Red Guardian was Alexei Shostakov. Red Guardian II is Starlight. Red Guardian III was Steel Guardian a.k.a. Josef Petkus. Red Guardian IV was Krassno Granitsky. Red Guardian V, true identity unknown, was killed in Captain America (5th series) #1. Red Guardian VI was Anton.

Immortus’ Limbo should not be confused with the Limbo associated with Illyana Rasputin and Belasco.

This issue contains a re-printing of the third and final part of X-Men Unlimited (1st series) #28, which featured the original Darkstar teaming up with the X-Men.

"Preved Medved" is a Russian internet name. [Thanks to David Gallaher for this information]

"Lapsha" are Russian noodles. [Thanks to David Gallaher for this information]

Issue Information: 
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