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"THIS IS HEAVEN!" shouted an exasperated redhead in an undistinguished condominium in the middle of Toronto. Who knew that such financial insecurity could bring so much... FREEDOM!

Heather Hudson, or as her neighbors now knew her, Hanna McNeil, flopped down on the faded couch of her new residence. Although it came pre-furnished, the place was rather drab. To Heather, however, she had rarely lived in such opulence. Little did she know that when she had purchased the condo, it was with the last of her money.

Slowly but steadily, as Heather became more and more involved in the life of a super hero, her financial reserves were decreasing. She had never realized how much she had depended on her family inheritance, late husband's government stipends and patent royalties, and somewhat steady income when Alpha Flight was a government-sanctioned super team. But with Mac gone and the government deciding Heather was an outcast (if not an outlaw)...

"YES!" Heather shouted aloud when a knock sounded at her door. "Finally! I can order a pizza without calling for a MAJORITY VOTE! Not being a team leader has its privileges!"

Heather crossed the room, thinking "Just enough money left for a sumptuous fat-feast, and then it's off to town tomorrow morning to sign up at a temporary agency!" After all, she *was* a secretary for a good portion of her life-- before Mac's death had inherited her the leadership of Alpha Flight and the battlesuit-identity of Vindicator.

But now... no more government, no more Alpha Flight, no more Vindicator.

Heather answered the door, but it wasn't the pizza-guy. Heather signed for the parcel the delivery man offered, and then closed the door. In coarse, hand-written letters, the top of the package read:

Madison
Sarcee Reservation

Heather sighed. Why did Madison have to do it? She knew exactly what was in the package, and that was why she placed it in the closet on the highest shelf and promptly made herself forget about it.

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One of the cabins at the Sarcee Reservation was converted into a laboratory. At least, that was the *plan.* Walter Langkowski insisted on moving his scientific research to the reservation, if indeed that was going to be the new headquarters for Alpha Flight. As Sasquatch, Walter was about as "founding member" of Alpha as you could be, but there was still the matter of his private research to continue. Luckily, he convinced the others to let his research assistant, Shelley Holmes, into Alpha Flight, once she revealed her super powers.

But all of that was before Walter disappeared after the recent battle with the Great Beast, Tundra.

Now, Shelley stood among hastily-constructed lab set-ups and half-opened packages. Other equipment laid in boxes and crates, haphazardly stacked about the cabin.

The blue-haired woman stared intently at the test tube in front of her. Slowly, the water in the tube began to boil. Which was odd, since no flame was underneath it.

"That's it," Shelley went over the exercise with herself, "the trick is to allow the air to escape the water-- to boil it-- without raising the effective temperature-- similar to lowering boiling points due to elevation..."

"Kiss me!" came the voice behind her.

"WHAT!?" Shelley blurted. In her surprise, the water burst the test tube, exploding over the table.

The newly-renamed *Jimmy* Hudson was dressed in his new Guardian costume, leaning behind Shelley with his hands clasped behind his back.

"C'mon," he chided, "You remember-- you kissed me just the other day!"

"Look, Guardian..."

"It's 'Jimmy,' remember?"

"Jimmy," Shelley continued, "It's not that simple. I-- I'm not sure about, *us,* you know? I'm not even sure about me."

"What do you mean?"

Shelley avoided looking into Jimmy's youthful eyes. This man was a robot, Shelley always had to remind herself, even though his eyes seemed filled with simple humanity.

"I'm not sure I belong here. What am I? A scientist? A super hero? I thought I could stand alongside Walter, and he'd show me the ropes, you know? But everyone here is so caught up in their own little problems, that I'm just sort of expected to - I don't know - run alongside and keep up as best as can."

"But that's just it," Jimmy laughed, bounding to the cabin window and opening the shade. "We don't *know* what we are doing! Isn't it great! It's like, a new discovery every day! Oh, it took a while for me to figure out that I could access my robotic nature, as it were. But once I did, I deleted all of Hudson's memories. It's like, I remember *what* the definition of a sunset is, but once I see a sunset, it's like I'm seeing it for the first time-- and it's *beautiful!*"

"But how can I be sure that you remember *me* and our kiss?" Shelley shook her head, "Ah, at any rate, look, we were both feeling really alone, and you were being treated as an outsider of the group just like me... Guar-- uh, Jimmy. I'm not saying that something won't still happen between us, but I got to keep a clear head here and think some things through first."

"Oh," Jimmy looked pained.

An awkward silence filled the room.

"CHOCOLATE!" Jimmy shouted suddenly. "Oh, man, I just remembered that was supposed to taste *great!* I gotta try that again! Race you to the kitchen!"

And Jimmy flew through the cabin and out the door before Shelley could let her mouth close from astonishment.

"What..." she finally exhaled, "was that!"

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The dwarf Eugene "Puck" Judd whistled as he traveled to the "Pond," as the Alphans had named it. There, Aquanea was learning to acclimate to the real world. Tucked under his arm was several magazines that he hoped to share with her, or at least the pictures. Aquanea seemed to brighten up whenever Judd told stories, and being nearly half a century old, he had quite a few.

Judd sighed. He knew how alone Aquanea must feel-- an alien Plodex taken the form of a woman for the sole purpose of breeding more Plodex and taking over the world. And yet, that was what her mother, well, no, not her mother exactly, her predecessor, Marrina, had been, and she ended up being queen of Atlantis!

If only more Alphans would come out to visit her. Judd tried to make daily visits, and Shelley adjusted nutrient levels of the water since Aquanea wouldn't *eat* anything. But really the only ones trying to make any connection was Judd-- and, strangely enough, Aurora. No, not Aurora, Jeannie-Marie.

"'Nea?" Judd called at the edge of the Pond. "Aquanea? Where are you, honey?"

Judd waited patiently for the girl to overcome her shyness. But he began to grow concerned. "Aquanea?" his voice called with a bit more urgency. "Aquanea!"

There was no movement at all in the Pond's waters. Monitoring equipment along the rim of the pool hummed quietly. A quick run around the Pond was enough to canvass the area. Aquanea wasn't inside.

The area was clean-- little more than an small open-aired reservoir, tiled with stark-white panels. Outside the area, though, was the forest of the Sarcee Reservation. Could Aquanea have left the Pond for the forest? Impossible! She was practically acrophobic-- PANophobic, even!

Unless, Judd startled at the thought, her alien "programming" kicked in? Could Aquanea be breeding again? It was her biggest fear, but maybe her alien nature proved to strong for her fragile will.

In any case, Judd ran back to the cabins-- Alpha Flight must assemble!

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"Choose American or Canadian."

"Oh, American, I suppose."

A hand reaches in a velvet bag. A tile is taken out, reading "Halle Berry."

"Now choose the subject."

The same hand reaches in another bag. A green tile is taken out, reading "Legal."

"Oh, pooh. I hoped it would be 'Drugs.' That's the easy one."

"Well, don't forget, you have only one hour or you lose."

The man didn't reply, but just smiled. He pushed some buttons on a cel phone, and moved into an adjoining room to talk.

The other members of the Inner Circle of the Club D'Enfer, languidly watched Hagani Tsu leave the room. The room was heavy with fragrant incense and perfume. The only illumination came from the innumerable candles about the room.

"100 points says the Bishop does not win, Queen," Sigmund Janeau whined.

The laugh from Margaret Fernier was merely an audible exhale of breath, "Your points can scarcely make such a claim, ROOK."

Within moments, Tsu returned, closing his cel phone. "Ms. Berry will be ruined shortly... watch for an 'accident' to start things off within the hour."

"Very nice, Bish--"

A gust of wind blew through the room, causing the candles to flicker-- and most went out entirely. Above the three floated a truly regal figure, her cape billowing from some unseen source. The goddess Snowbird had called upon the Club D'Enfer.

"Return that which you have taken!" she intoned, directing her attention to Tsu with her piercing stare.

Nonplussed, Tsu raised an eyebrow. "I think you will find that nothing has been stolen. She came her on her own free will..."

"Sacre bleu!" shouted a female voice from another adjacent room. "Zee lights! Zair MUST BE LIGHT!"

An eruption of light flared into the room, and with it stood the strikingly beautiful Aurora, half-clothed in decadent, silken robes, like the other people in the room.

"You do not belong here, Jeannie-Marie," Snowbird admonished.

"NOT JEANNIE-MARIE!" the woman screamed, "ZEES EES AURORA!"

"Indeed," Tsu laughed as he rubbed his eyes from the glare, "Ms. Snowbird, meet the Hellfire Club's newest Knight-- Aurora!"

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"So... this is it?" asked Shelley, looking at the others around her. Guardian, Puck, Shaman, and herself stood close together, prepared for action, as Shaman prepared a white dust from his medicine bag for a magical ritual.

"I couldn't find Aurora. She seems to come and go as she pleases," Judd admitted. "Kinda like Snowbird," he hinted at Shaman.

The Native doctor merely shook his head, "I know not about Nayra. Snowbird has concerns... above ours."

"Mmm... how do you know the concerns are above us, if you don't know what they are?" Judd asked pointedly.

Shaman paused. "I trust her."

"At this point, it's second-hand trust, Micheal. I trust YOU, so I'll believe what you say. But I'll need stuff a bit more concrete from Nayra. Enough of this 'Wait and see' garbage."

Judd sighed. This talk shouldn't be happening in front of the others. In any case, Judd put himself in charge-- since Heather had left the leadership of Alpha Flight open to anyone. And darned if he'd let Shaman just keep everyone sitting around until something happened.

"At any rate, we gotta find Aquanea. Don't worry about numbers, Shelley. Or should I say Dr. H2O? The Fantastic Four save the world all the time with just the four of 'em!"

"Cool!" said Guardian. "Can I be Human Torch?"

"Ehhhh... no."

Shelley chuckled, and Guardian joined her in spite of himself. Judd took the opportunity to speak in low tones to Shaman. "And what about our ... other guest, eh?"

Shaman took a long look at the twelve-foot high figure of earth and mud in the distance. The former Great Beast, Tundra, remained unmoving in his new form.

"Let us return quickly," was all Shaman said.

His ritual completed-- Shaman had encircled the group with a line of the white dust. He picked up his totem-inscribed spirit staff and raised it above his head, chanting in his native language. The dust sparkled, and the four Alphans sparkled in time. Their figures gradually faded from view, as the dust faded into the air.

"Like Star Trek!" Guardian spoke up, "only... not."

A soft wind blew over the now-empty area. Slowly, the figure of Tundra moved. Like an object under a carpet causing a bump, the figure that was Tundra rolled over to the area the Alphans had vanished from, the soil washing over it as it approached. The two triangles appearing as eyes began to glow. Softly and suddenly, the figure of Tundra melted into the ground.

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"Well, honey," Madison Jeffries told his wife. "M-Terra, here we come!"

The two made an odd appearance-- dressed in jeans and drab, mouse-gray jackets, their features haggard from hard life. They stepped out from their sleek, futuristic airplane into a frozen plain. The Magneto Territories.

"Must be cold," Lillian remarked, although her diamond-hard skin barely felt it.

The plain was bleak and featureless as far as the eye could see. Except for two buildings. One, a quaint European-style villa in monochrome steel, and a relatively tremendous barn-like structure, completely rectangle.

Two figures, surrounded in a crackling pink energy bubble, floated toward Madison and Lil. He was dressed warm but nondescript, but his manner and bearing were unmistakable. This was Magneto, Master of Magnetism

"Mr. and Mrs. Jeffries, how good of you to come. This is Clarisse. This is Charles." Magneto motioned to the slight, purple-skinned female standing next to him, and the infant she was holding.

"Hello. Thank you, uh, Mr., erm, Magneto," Jeffries seemed overwhelmed in the presence of Magneto. Lillian swallowed hard, but felt strangely calm at the same time.

"You have a great charge, Mr. Jeffries: to use your mutant gifts to transform this landscape into a suburban paradise for mutant refugee families of the world. You may use any of the raw materials I have requested or otherwise collected in advance. You must begin as soon as possible."

Jeffries stifled a laugh. "Uh, sorry. I mean, I *can* snap my fingers and do all this for you, but... jeez, man. You told me you want a *city,* right? It's not that easy! You'll need, uh, foundations, power station/generators, pipework, underground electrical lines... I don't know when to stop, man!"

Magneto sighed. Jeffries wondered if he should have added "sir" or something. They stood regarding each other-- one, the self-proclaimed monarch of mutants, and the other, a modest mechanic.

"Very well. Do you know where to start?"

Jeffries puffed his cheeks out as he exhaled. "Well, the foundations are key. Full structural survey. Geological readings..."

"Geology. Of course. I will return shortly with someone who will assist us. Feel free to make a temporary lodging for you and your wife." And with that, Magneto soared into the air and disappeared into the sky.

"So," Clarisse added meekly after a few moments, "Would you like something to drink?"

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"Uh, Puck?" Shelley asked, "Is this what you were expecting?!"

 "Not exactly, my friend," Judd warned softly. His small body was poised in a fighting stance. The other Alphans similarly were on guard. Shaman's magic had teleported them together into a small clearing in the nearby forest.

But they were not alone.

"Toto, we're not in Kansas anymore..." quoted Guardian.

Creatures of every description surrounded the four heroes. Centaurs, felinoids, werewolves, 3-foot bug-eyed insectoids, hulking Bigfoots, bird-men, and others stood, hung in trees, piggybacked on each other, and otherwise filled the forest-- all staring at the intruders who suddenly appeared.

Judd never took his eyes of the creatures, but spoke to Shaman, "Okay, Michael. It's your call."

Shaman nodded, also not looking away from the creatures. He addressed them with his arms outstretched, still clutching his spirit staff. "Noble citizens of this forest. We have come searching for one of our own. Aquanea. She is a green-skinned woman about the height of ..."

"One of YOUR own?!" came a harsh and gravelly voice. "A WOMAN?! I think not!"

The circle of creatures parted, creating an opening from which another fantastic creature strode. The satyr-like being walked purposefully toward the heroes on his hoofed feet,

"I am WOODGOD!" the satyr announced, "and you are trespassing in the land of the CHANGELINGS!"

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CONTINUED NEXT ISSUE

YOU DARE NOT MISS IT!

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AND NOW...
a mighty MV1 pin-up!
JEANNIE-MARIE (not Aurora!)