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12th June 2011

Years ago, Canada passed a Superhuman Registration Act with minimal controversy. However, when the United States passed one of its own, a Civil War broke out and, in the aftermath, countless villains fled to Canada. With Alpha Flight dead and gone, and Department H in disarray, the Canadian Secret Intelligence Service (CSIS) and the American SHIELD combined their resources to come up with Canada's newest super team - Omega Flight. Now, Canada's first, last and only line of defense has gone from Alpha to Omega - because Force Works.

Team appearances: Omega Flight #1, Civil War: The Initiative, Omega Flight #2-5, Marvel Comics Presents (2nd series) #1-12, Mighty Avengers #21, 23

Membership: Sasquatch, USAgent, Arachne III, Guardian VI / Weapon Omega II, Talisman II

Allies: Agent Jeff Brown, Beta Ray Bill, Rachel Carpenter


  • Michael Pointer was imbued the energies of all the mutants de-powered on M-Day and became the Collective. As he hadn’t been aware that he was a mutant with energy-wielding powers, Pointer was overwhelmed by the incredible energies that he could not control. Alpha Flight was called to the American/Canadian border, ready to confront him - but Pointer literally tore through the team, killing everyone but Sasquatch, who barely survived the ordeal. [New Avengers (1st series) #16]
  • Talisman was not part of any recent Alpha Flight line-up, instead choosing a more private life, possibly studying or practicing archaeology. However, she did aid Wolverine and She-Hulk in defeating a Wendigo. [She-Hulk (2nd series) #16]
  • Beta Ray Bill is an alien from the planet Korbin, which also means “Burning Galaxy.” He has a long history with Thor and Asgard and served in “Thor Corps.” He was also a member of the short-lived team Star Masters, which also included Quasar. During Ragnarok, Beta Ray Bill fought valiantly but Thor removed him from the battle so that, if all the true Asgardians died, Beta Ray Bill would be alive to remember them all. Since then, Beta Ray Bill has since claimed Earth as his new home.
  • After an explosion in Stamford where 600 civilians were killed as a result of a battle between the New Warriors and some super-villains, the public’s view of super heroes became extremely negative. A Superhuman Registration Act was made law in the United States, dividing the super powered community, putting friend against friend and hero against hero. The battle between the super-powered communities ended with a pro-registration victory. [Civil War Crossover]
  • Originally known as Super-Patriot, John Walker was a temporary replacement for Captain America and eventually became a government-mandated member of the Avengers West Coast as the USAgent, much to his teammates’ annoyance. Walker was a long-serving member of the Avengers West Coast and its replacement team, Force Works. Walker fully supported the Superhuman Registration Act and captured several super-villains trying to escape registration. However, he was defeated by the Purple Man, who stole his shield and fled to Canada. [Civil War: Choosing Sides #1]
  • Julia Carpenter was transformed into Spider-Woman by the Commission for Superhuman Activity. She was a reluctant operative, though, especially when forced onto Freedom Force as the only non-former criminal on the team. Altercations with the Avengers gave Julia the courage to betray Freedom Force and she was later offered membership on the Avengers West Coast. Like the USAgent, she joined Force Works when the Avengers West Coast folded. In the wake of the Civil War, she and other former Avengers were tasked with training other registered super-heroes to perform authorized activities. However, now known as Arachne, Julia was in truth against the Registration Act and, when she was sent to capture the Shroud, her secret lover, she tried to escape to Canada only to end up captured by SHIELD. [Ms Marvel (2nd series) #6-8]


When the American Superhuman Registration Act came into force, a number of villains fled to Canada. With Department H in disarray following Alpha Flight’s death, but more and more super-villains making their way to Canada while on the run from the Superhuman Registration Act, the United States’ SHIELD, under the directorship of Iron Man, began working closely with the Canadian Secret Intelligence Service (CSIS). Iron Man sent his former teammates USAgent and Arachne to serve on a new strikeforce to deal with the threat. USAgent was there to act on the United States’ behalf, and Arachne had to atone for her betrayal. [Civil War: Choosing Sides #1, Ms Marvel (2nd series) #14]

With Alpha Flight dead and gone, Walter had begun guest speaking at schools. It was during one such lecture that Walter was approached by Agent Jeff Brown of the Canadian Secret Intelligence Service, who explained that something had to be done about the influx of American criminals. Walter was surprised when he learned that the new Canadian super team would be called Omega Flight, and was warned that he had to be involved or the team would be handed directly to SHIELD. Agent Brown had apparently been inviting former members of the Flight teams, but those still alive were either unavailable or not interested. Walter learned who his intended teammates were - former Force Works alumni USAgent and Arachne, Talisman, who showed no interest to join, and Michael Pointer - the man who killed Alpha Flight. [Omega Flight #1]

Walter visited Michael Pointer in prison, where he questioned Pointer about the deaths of Alpha Flight, and forced him to watch video footage of their deaths. Walter expressed his dislike of Pointer, who was surprised to learn Walter was Sasquatch. Walter gave Pointer a battle suit which was created by Reed Richard, modeled after the ones worn by Guardian and Vindicator. This battle suit would regulate the amount of energy he absorbed and released, and as such enable Pointer to control his power. [Civil War: The Initiative #1]

Now residing with her father’s tribe, Elizabeth Twoyoungmen was plagued by strange visions of an arctic owl. When she was visited by Sasquatch, however, the reunion of the two friends was not altogether a happy one. Sasquatch asked her to join Omega Flight but Talisman was not convinced. She told him that the plague of super-villains was America’s problem and they had to deal with it. While researching his new teammates, Sasquatch received a call informing him that the Wrecking Crew was causing trouble. With USAgent and Arachne not yet available, Sasquatch attempted to stop the villains all by himself but, overpowered, was defeated and captured. [Omega Flight #1]

When Talisman learned from Agent Brown that Sasquatch had been captured, she agreed to help him out, only to rescue her friend. While mystically searching for Walter, Talisman encountered a horde of demons. Additionally, the mysterious arctic owl guided her to information about a man called Simon Walters, though afterward Agent Brown informed her that Simon Walters was dead. Talisman was taken to the CSIS headquarters after Agent Brown informed her Department H was closed down. There, she took part in a rather hostile video conference with Iron Man and Ms Marvel, who claimed they were trying to help, though Talisman thought otherwise. In Toronto, USAgent was reunited with Arachne when she assisted him in defeating an American criminal, but it was evident that their past friendship had become strained. The pair then made their way to the CSIS headquarters, where Arachne assured Talisman that she supported her views about the Registration Act. Meanwhile, the Wrecking Crew kept Sasquatch in a large pit in the Canadian wilderness, torturing and making fun of him. They then proceeded to drag him through downtown Toronto, where they felt a strange pulling sensation towards an artifact in the Royal Ontario Museum. A young man by the name of Simon Walters felt the same pull and he was also plagued by dreams about demons and a mysterious arctic owl. Actually, though, that man was none other than Beta Ray Bill in human disguise. [Omega Flight #2]

He witnessed the Wrecking Crew, who were enchanted with Asgardian magic, opening a strange dimensional portal to the realm of the Great Beasts, where they were imbued in power. As a result, the demons that had plagued Talisman and Simon Walters’ dreams were brought forth. Simon Walters transformed into Beta Ray Bill and engaged the Wrecking Crew in combat, while at the same time attempting to stop the demons from wrecking havoc in Toronto. At the CSIS headquarters, a devastated Talisman was furious when Michael Pointer, wearing the new Guardian battle suit, arrived on scene, as her father had been among the Alpha Flight members killed by him. Agent Brown assured her that Michael was a pawn of the Collective, explaining that he needed to become the new Guardian to make up for the wrong done by the Collective. Talisman almost blew off Michael’s head - before deciding against it. Fed up with the Americans, Talisman wanted to go find Walter on her own but, when Agent Brown received word of the Wrecking Crew’s location, USAgent, Arachne and Agent Brown accompanied her. Pointer was left behind as Talisman refused to work with him and USAgent did not want an untrained combatant in the field. [Omega Flight #3]

Left to her own devices at CSIS headquarters, Rachel Carpenter, the daughter of Arachne, attempted to befriend Pointer and released him from his cell, as she did not want her mother to get hurt and thought he could help Omega Flight. As Omega Flight and Agent Brown approached the museum, they were attacked by the demon horde, which disabled their chopper. Luckily, though, Arachne cushioned their fall with a massive psionic web. Omega Flight found an ally in Beta Ray Bill as they engaged the empowered Wrecking Crew and the demons. Unfortunately, Sasquatch’s injured body was left at the gateway to the realm of the Great Beasts - where the power of Tanaraq once again took over his body and attacked Talisman. Talisman did her best to defend herself but was reluctant to do anything to hurt her friend. At that point, Pointer arrived on the scene, destroying many demons and separating Talisman from Sasquatch - only for the possessed Sasquatch to grab him and announce he would kill him. [Omega Flight #4]

Arachne managed to intervene, attacking Sasquatch / Tanaraq. She freed Pointer only to put herself in danger. Beta Ray Bill in turn managed to free her, and a battle between he and Tanaraq commenced. While Pointer tried to stop them, Arachne and USAgent dealt with the Wrecking Crew. Talisman reached out to Water and tried to bring his persona into the play, eventually succeeding. She then managed to capture Tanaraq’s essence within her father’s medicine pouch, and use her own power to remove the empowerment from the Wrecking Crew. The trouble was not over, however, as the demons tried to get the medicine pouch, wanting Tanaraq back. Beta Ray Bill grabbed the pouch from Talisman and flew back through the portal into the realm of the Great Beasts. The demons followed him and Pointer sealed the portal after them as Beta Ray Bill had instructed, even though it trapped Beta Ray Bill in the realm of the Great Beasts. Sasquatch recovered from his possession and confronted Thunderball. He almost choked him to death with Thunderball’s own ball and chain, before realizing that would make him no better than the Wrecking Crew. The Wrecking Crew was apprehended, and Talisman and Sasquatch both made peace with Pointer, giving him their blessing to act as the new Guardian of Canada. While Pointer began training in the use of his new battle suit, Omega Flight embarked on a clean-up of Toronto. Talisman returned to the Sarcee Nation, while USAgent managed to track down the Purple Man and retrieve his shield. [Omega Flight #5]

In Between

  • Talisman has not been seen since helping with the clean up in Toronto and presumably continues to reside at the Sarcee Nation. [Omega Flight #5]
  • Beta Ray Bill somehow escaped the realm of the Great Beasts and met up with Thor once again, as they were fighting side by side during the Skrull Invasion of Earth. [Secret Invasion Crossover]
  • Michael Pointer tried to convince surviving Alphan Snowbird to join Omega Flight. However, Snowbird bluntly refused to join the team, reminding Pointer of what he did to her loved ones. She told him that he was not fit to wash the Guardian costume, let alone wear it. [Incredible Hercules #117]

Chronology continued

After settling into their new headquarters Omega Flight continued in their task of apprehending American villains and criminals. The base contained some dozen scientists who were constantly monitoring the activities of one member of the team in particular - Michael Pointer, who had taken on the codename Weapon Omega. The scientists soon discovered that Pointer’s power from the Collective was beginning to fade away and subjected him to constant tests and training. Pointer also underwent therapy, spending a lot of time with psychologist Dr. Elizabeth Benning. The USAgent became suspicious of the events going on at Omega Flight headquarters and began to spy on Agent Jeff Brown. He was particularly concerned with the power fluctuations Weapon Omega was having, but Pointer was so disorientated with everything he was going through that he did not notice strange things happening to his body. While searching for an escaped villain, Sasquatch and Arachne stumbled upon a hide-out containing several American criminals, including one called Raptore. Walter and Julia easily defeated the villains and brought them back to Omega Flight headquarters, unaware that one prisoner by the name of Susan Catrini died in mysterious circumstances while imprisoned at Omega Flight headquarters. [Marvel Comics Presents (2nd series) #1-4]

Weapon Omega began to crave the need for his battle suit - putting it on as soon as he would wake up. USAgent confronted Dr Benning about what was going on to Pointer, but Benning was less than forthcoming. Benning, meanwhile, suggested to Pointer that he try to make friends with his teammates and Michael was reminded of Arachne’s daughter, Rachel, who had previously reached out to him when her mother was in danger. Despite the sinister undertones at Omega Flight headquarters, Arachne was no longer in danger - in fact she was secretly regularly rendezvousing with her lover, the Shroud, at the Niagra Falls on the US / Canadian border. Hidden in darkness, Julia and the Shroud overhead a secret meeting between USAgent and Iron Man in which Walker and Stark discussed the goings-on with Pointer. Stark seemed to think that Agent Brown was withholding information from him. When USAgent enquired about the transfers of the American villains back to the States, he mentioned Raptore, but Iron Man seemed to have no idea of who Walker was referring. This made Julia and Walker even more suspicious, given that Iron Man had automatic access to the manifests. USAgent knew how Julia felt about government programs using people as experiments and enlisted her aid in finding out what was really going on. [Marvel Comics Presents (2nd series) #5-6]

As the USagent did not want Pointer in the field when he was still so inexperienced, he confronted Agent Brown as to why he had not been training Weapon Omega together with the rest of the team lately. Brown claimed that Michael was not feeling well and resting, but Arachne crawled through the ventilation system and peeked into Pointer’s room, finding that he was not resting there. Instead, Pointer was once again being examined, displaying his increased power levels to the scientists. Arachne became even more suspicious of events when she witnessed more villains being shipped in by Omega Flight soldiers that were employed at HQ. However, when she checked the manifests, she found that none of the villains were officially listed for shipment. Little did the heroes know that the criminals not sent back to the States had opted to remain at the Omega Flight base, where they would offer their powers as “food” for Michael to absorb, replacing the fading Collective energies. as the power from the Collective continued to fade. Non mutant criminals were pumped full of Mutant Growth Hormone so that Pointer’s suit would absorb their energies too and the scientists didn’t care much that some of the villains died during the process. Filling in Sasquatch on his suspicions, USAgent learned from Walter that Pointer’s suit acted as a modulator, controlling the amount of energy he released or absorbed. Eventually, Walker was able to engage Pointer in a training exercise. However, things got out of hand when Pointer, overcome with all of this strange power, lashed out at Walker, seriously injuring him, before he could discuss his concerns with Pointer. [Marvel Comics Presents (2nd series) #7-8]

USAgent was taken to the infirmary, while Agent Brown and Doctor Benning arrived on the scene, with Benning ushering Michael away with her and Brown instructing the scientists to find out what was going on with Pointer’s power. When Arachne learned USAgent had been injured, she was furious and planned to discuss everything with Agent Brown. Eventually, inside his mind, Pointer was confronted by the remains of the Collective and the villains who had not been returned to the States, including a telepath named Susan Catrini. Pointer used her power to reach out to Dr. Benning and to Rachel Carpenter, who secretly unplugged the machines that kept USAgent sedated. Michael soon pressed the truth from Dr. Benning regarding what had been happening to him. Naturally, Michael became quite distressed by all of this information regarding the criminal test subjects, though Benning explained that this was his penance for killing Canada’s premiere super heroes, Alpha Flight. Michael realized that he had been turned into an addict, dependant on mutant energies to fuel his powers. Worse, if he attempted to remove his battle suit, he would die. Pointer began to weaken further, seemingly withering away, before USAgent arrived with Rachel Carpenter and Agent Brown. [Marvel Comics Presents (2nd series) #9-11]

A power struggle broke out between Benning and Agent Brown over control of Weapon Omega and the entire team. Apparently Benning and Brown had each other bugged, as Pointer discovered via the power of technopathy, and he threatened to expose Benning’s dark agenda to SHIELD. Keeping Pointer cut off from his power supply, Benning tried to blackmail herself to victory, but when Arachne and Sasquatch also arrived on the scene, alerted by Rachel, Benning was forced to relinquish control of the Guardian battle suit back to Weapon Omega. Immediately, he was restored to a more healthy form, and he took Benning inside of his mind to show her the residue psyches of the mutants whose energies made up Collective. Benning collapsed from the ordeal and Pointer confronted Agent Brown as to his part in what had been happening to him. Brown admitted what he knew and told Michael that he would help him. But Michael was not impressed. In the aftermath, Michael decided to take control of his life, be no one’s weapon, and began to help rebuild in the town that was destroyed when the Collective took over his body. [Marvel Comics Presents (2nd series) #12]

Regardless, he remained with Omega Flight. Several weeks later, Toronto was hit by swarms of flesh-eating insects. Sasquatch, USAgent, Arachne and Weapon Omega were on hand to give what help they could, but even they were not immune to the insects’ bite. Unfortunately, in the midst of the attack, USAgent was transported away by what seemed to be the Scarlet Witch, assembling several former Avengers into a team trying to stop the series of world-wide disasters that the flesh-eating insects were a part of. Once the Avengers had defeated the mastermind behind these chaotic events, USAgent decided to remain with the new team, reducing Omega Flight’s roster even further. [Mighty Avengers #21, 23]


  • The USAgent remained with the Mighty Avengers, until he was maimed during the Siege of Asgard. Due to his injuries, he is no longer capable of field duty and serves as warden on the superhuman prison known as the Raft. [Siege crossover, Thunderbolts (1st series) #145]
  • Michael Pointer soon departed Canada and helped with the reconstruction of a children’s hospital - until he was approached by Norman Osborn and manipulated into joining his Dark X-Men team. [Dark X-Men: The Beginning]
  • Arachne was caught up in the “Grim Hunt”; the Kravinoff family had reunited and were capturing various “spiders” including Spider-Man, his clone, the various Spider-Women, Arana and Madame Web. In the events that followed, Madame Web was murdered but, prior to her death, she transferred her powers to Arachne. Because of Madame Web’s precognitive sight, Arachne prevented Spider-Man from killing Kraven, as that would have caused further trouble for of them. Although now blind, Julia seemed okay with her new role and she handed her costume to Arana. What the future holds next for Julia, and the whereabouts of her daughter, remain to be seen. [Amazing Spider-Man #634-637]
  • Left all by himself once again, Sasquatch jumped at devil's bargain to do the impossible when it presented itself. When the Chaos King threatened to take over their realm (along with the rest of the world), the Great Beasts contacted Sasquatch for aid. In exchange for his assistance, they would resurrect his deceased teammates, as well as forswearing conquest of Earth for a century. Sasquatch agreed but ultimately betrayed them after it became clear that they intended to do the same. Still, despite the Beasts' claim to the otherwise upon their return to their own realm, Vindicator, Guardian, Shaman and Marrina remained alive. [Chaos War: Alpha Flight #1, Chaos War #4-5]


Sasquatch (Dr. Walter Langkowski)

First appearance: X-Men (1st series) #120
First Omega Flight III appearance: Omega Flight #1
All Omega Flight III appearances: Omega Flight #1, Civil War: The Initiative #1, Omega Flight #2-5, Marvel Comics Presents (2nd series) #3, 8-9, 12, Mighty Avengers #21, 23

Powers: gamma-based power to morph himself into the body of the Great Beast Tanaraq, possessing razor sharp claws, enormous strength, speed, endurance, reflexes, senses, and resistance to physical injury

USAgent (John F. Walker)

First appearance: Captain America (1st series) #322
First Omega Flight III appearance: Omega Flight #2
All Omega Flight III appearances: Omega Flight #2-5, Marvel Comics Presents (2nd series) #1-12, Mighty Avengers #21, 23

Powers: Power Broker process augmented his strength, endurance, reflexes, and durability, carries a variable-shock truncheon and a Vibranium discus shield

Arachne III (Julia Cornwall Carpenter)

First appearance: Secret Wars #6
First Omega Flight III appearance: Omega Flight #2
All Omega Flight III appearances: Omega Flight #2-5, Marvel Comics Presents (2nd series) #3-4, 6-9, 12, Mighty Avengers #21

Powers: spider-serum grants her superhuman strength, agility, reflexes, and leaping, increased healing abilities, control over inter-atomic bondings in order to cling to solid objects, generate psionic energy in the form of adhesive energy webbing

Guardian VI / Weapon Omega II (Michael Pointer)

First appearance: New Avengers (1st series) #16
First Omega Flight III appearance: Civil War: The Initiative #1
All Omega Flight III appearances: Civil War: The Initiative #1, Omega Flight #2-5, Marvel Comics Presents (2nd series) #1-12, Mighty Avengers #21

Powers: harness mutant energy signatures for bio-electric assimilation, rechanneling the absorbed power as energy bolts, a protective aura, and thrust for flight, also capable of manifesting the individual powers from the bio-signatures he's tapping, Guardian suit regulates his power levels and remotely transmits energy signatures to him

Talisman II (Elizabeth Twoyoungmen)

First appearance: Alpha Flight (1st series) #5
First Omega Flight III appearance: Omega Flight #2
All Omega Flight III appearances: Omega Flight #2-5

Powers: inherent capacity to manipulate magic, absorbing and redirecting outside sources or disrupting existing spells and enchantements, circlet of power allows her to summon and command the spirits of the natural world, levitate, experience extra-sensory visions, and cast a wide variety of spells