Prelude

The story starts on the bridge of a Shi'Ar battleship, where Admiral Darisson is reviewing his fleet: fifty starships armed to the teeth. Their target: the planet of Galador, which fills the viewscreen before him.

Satisfied with his deployment, Admiral Darisson nods to his comm officer; a moment later the picture of Galador is replaced by the image of a bare room, with the ruins of a mighty city visible though the room's windows. The throne room of Galador is empty for a moment; then a metallic figure, cloaked in shadows, appears.

"I assume you are Lilandra's representative?" The figure says, a shaft of light shining off his silver arm.

"I am Admiral Darisson, commander of this quadrant's forces by will and proclaimation of Lilandra, Majestrix. To whom am I speaking?"

"...I am the commander of Galador's forces, called the Greatest of Spaceknights," the silvery figure says, shifting in shadow.

"Then let me be both brief and plain. You have destroyed ships and killed men of the Shi'Ar Empire, to which you owe allegience. This insurrection will not be tolerated. Surrender now or be destroyed."

A pause, then: "Galador will never surrender, Admiral."

"Then so be it." Turning his back, Admiral Darisson cuts off the transimission, then opens a channel to all his waiting captains. "The time has come. Attack." Silently all fifty ships begindescending towards Galador, guns firing...

Chapter 1: Dr. Amazing

"We were younger then, all of us, caught up in the adventure. It seemed like a big game..."

"I had just turned 30 when i was hired by the Williams' brothers to help research new technologies; this was, what, thirteen years ago now, they had just stared having their legal troubles. Of course, I didn't care about that much; I figured if I got the research right the rest would take care of itself.

"I threw myself into the work. I was working with alot of talented young technicians like Lang and Jenkins, I had unlimited money and complete discretion over the research. It seemed like anything was possible.

"It was. The Williams were heavily into defense contracting and were looking to develop some high tech ordinance to compete with some of the prototypes that Stark was beginning to show off. there was alot of interest in robotics those days, but we decided to go a slightly different route than most. It seemed to me that no matter how sophisticated the robot was it could still never have the intelligence necessar for a top line mission. What I decided to do instead was use the robotic technology to create an exoskeleton to aid in battle, to increase a human's abilities.

"As it turns out Stark was thinking down the same lines, and it wasn't more than a couple of years before he developed the Iron man and later the Guardsman armor. But that was later; at the time we were sure our project would put Williams into the big leagues.

"We worked on it for a year. The concepts were simple but the execution was a different matter. By the end of the year I had absorbed the most cutting edge technological theories from the world's greatest minds: Richards, Stark, Banner, Von Doom, Pym, Egghead, Thinker, even some texts by the High Evolutionary that the Williams' somehow...acquired.

"By the end of the year, though, there were some serious problems. The farther I got from basic technology and the more I got into the almost mystical science begin created by this new crop of minds, the less support I received. By now the Williams' were in serious trouble; they needed a solid, surefire hit to relieve the pressure. Instead I had created...

"Well, the suit looked simple enough. A thin mesh-like exoskeleton, the suit was supposed to double or triple the strength, speed and endurance of anyone wearing it by stimulating the appropriate muscles with a sequence of microscopic electric, radioactive and vitamin based jolts and shots. That was the theory. Finally, strapped for time and cash, the Williams' brothers ordered a demonstration for potential clients.

"The suit wasn't ready to go. I argued. I lost. We held the demonstration for about twenty big name investors, foreign dignitaries, military officials, you name it. One of the security guards, an ex-marine, volunteered to wear it. The show was going splendidly until...

"I had made some sort of miscalculation. The suit did increase the output of all the bodily systems -- including the mind. I had built in no failsafes to release this sudden increased mental activity. The abrupt doubling of his mental facilities overloaded his mind; it was too much, too fast. He went totally insane in the middle of the demonstration and collapsed.

"The demonstration was a failure. The poor guard was, for all intents and purposes, brain dead. The Williams' were humiliated and I was fired immediately.

"I packed up my notes and equipment and left. But I wasn't ready to let it go. I knew the suit could work; I knew it could be a powerful tool for good or evil. And the way things were going down at the Williams' I didn't like the odds. I...I broke in one night, a week after I was fired and stole the suit, destroyed my notes and fled.

"It was wrong, but I was sure in the end I would be exonerated. And I was...but that was later.

"I continued working on the suit. I had almost no money but I somehow scraped up anough to keep going. For another month or two I worked, all day, tinkering and slaving away in my tiny apartment. And then...

"It was about a week after the Fantastic Four battled the Mole Man's monsters downtown. [Don't tell me you've forgotten FF #1? -- Van the Man] Everyone was a bit on edge; it had been years since something like that had happened. One of my neighbors asked me for some help; some neighborhood kids had reported seeing some sort of creature down in one of the abandoned buildings where they played. The adults had shrugged it off as overactive imagination, but now one of the kids had vanished. The neighborhood adults were combing the area looking for him.

"Of course I agreed to help. After searching for a couple hours I was ready to give up, but just before I left I saw it -- an eight foot tall scaled thing with three eyes, slinking through a back alley.

"I didn't dare follow. Instead I raced back to my apartment and put on the suit. I hadn't tested it yet but this would have to be a field test; a child's life was at stake. Icould only pray the modifications to the suit would work.

"They didn't. Again, physically the suit worked perfectly; I felt stronger, faster, quicker than I ever imagined a person could. I rushed back to the scene and tracked the monster through the sewer and finally found him, with the child in an abandoned basement. I attacked, we fought, and then...

"The failsafes failed. My brain felt like it was on fire; a sudden rush of foreign emotions and thoughts cascaded into me. I collapsed, at the mercy of the beast.

"Luckily my redesign hadn't been a total failure. The suit shut itself off completely. Still, it was several minutes before I regained conciousness. The monster hadn't done anything to me, leaving with the child peacefully. Furthermore, among the emotions I had felt were some I was sure could only have come from the beast -- somehow the suit had activated a latent telepathic power within me. I suspect it did the same for the poor security guard at the demonstration. The brief contact I had with the monster convinced me that he meant no harm and his actions backed this up.

"Still, there was the matter of the child. Returning to my apartment I quickly went to work. Besides the suit I had a few other prototypes I had been working on; now I used them. By the next morning I had fashioned a crude version of the Psi-Gun I carry now -- a bulky, heavy pistol that collected the psionic energy from my suit and fired it, allowing me to direct my newfound telepathic abilities.

"Armed with my gun I redonned the suit and headed out again. By this time the neighborhood was in a panic over the missing children. The police had arrived in force and the media was starting to trickle in as well. I, of course, wanted to avoid them all, partially to keep from getting tangled up in legal trouble and partially because I looked rather odd with my prototype suit on.

"Luckily avoiding them wasn't a problem, as I knew the monster was in or near the sewer system. While the authorities combed the warehouses and abandoned buildings I went below. it was only a matter of time before I found them.

"The monster wanted none of me and tried to escape, the child in tow. I fired my Psi-Gun once but my aim was off. the shot went wide and the monster misunderstood my intentions; going into a rage he attacked. We fought for a time, a moving battle, the monster striking a fleeing while I persued, unable to bring my full force to bear for fear of injuring the child.

"Slowly the battle moved from the sub-basement lair upwards until we found ourselves on the rooftop of an abandoned apartment. Out of places to run the monster turned to fight it out, but before things could get out of hand I finally managed to connect with a shot from my Psi-Gun.

"I don't think I can describe for you the sensation of making telepathic contact with another being for the first time. In a fraction of a second we were mentally linked. I could see the monster was confused and firghtened; he was barely a child himself and had merely sought friendship. He wanted to return to the Mole Man's island. I assured him I would help.

"Like that the fight was over. Releasinf the child, the monster came with me, I wanted to avoid a scene and the exuberation and chaos when the missing child returned safely was the perfect cover. Sneaking off through the sewer I brought him out near the mouth of the Hudson. The sight of the ocean was all the monster needed; he lept in and swam away. My first case was successfully completed.

"But it didn't end there. A crafty photographer named Sheldon, who had been sent to cover the missing child casr, had managed to catch the last seconds of my rooftop battle and had snapped a frame. It was dark, grainy and front page news -- "Amazing Rooftop Battle For Child's Life". New York had its newest super hero and I had a new career."

Dr. Amazing stops talking and we see that he is inside Avengers Mansion, the Avengers gathered around ( Yellowjacket, Cap, Vision, Beast, Sub-Mariner and Ms. Marvel) with various degrees of interest on their faces; Namor and Carol seem somewhat impatient, while Hank Pym is clearly fascinated with the accound. Cap and Vision both look on impassively.

It is the Beast that finally sums up what everyone's first reaction is, however. "That's really keen, Dr. Amazing, but, um, what does it have to do with the Avengers?"

"I was just getting to that," Dr. Amazing says. he then explains that after his first case he refined his suit and opened a practice as an investigator specialinzing in things beyond the normal. For a few months he worked, meeting aliens, battling ghosts and toppling small communist regimes, until one day in his lab he received a message over his short wave radio.

"It was a distress call. Apparantly the Hulk was on a rampage and they needed the FF to come help. I wasn't sure how I got the message but I knew I had to try and help. The distress call was from Rick Jones."

Interlude 1:

It awakens in darkness. Not a gradual awakening, but a sudden full awareness. Extending it's powerful mind outwards accross the lightyears to Earth it feels a satisfaction. Long has it waited but they are gathered now, the Avengers whom it has battled before. Perfect.

Everything is in readiness, everything is prepared. The time has come. It begins to move.

Chapter 2: The Avengers

"We all first met near the big top. Hulk was hiding, disguised as a circus performer when we arrived. Iron Man was there, wearing his old bulky gold armor, and Thor. I arrived mere seconds before Ant-Man and the Wasp, and after a brief consultation the three of us enterred the tent..."

Yellowjacket cuts Dr. Amazing off, saying he has no recollection of ever meeting Dr. Amazing and pointing out that of all the times the first Avengers meeting has been discussed no one has ever mentioned him. The Avengers are very sceptical, but Dr. Amazing merely says he will explain.

"Let me ask you this hank...Yellowjacket...how do you remember defeating Loki that day?"

Hank Pym explains that he tricked Loki into enterring a lead lined tank.

"What difference could this have made to Loki? Yes, he had made himself radioactive, but he could just have easily turned himself back and tried some other magic trick on us. He could have escaped from a lead tank as easily as he animated your adamantium statues a few months ago. Why would lead have stopped him?"

Hank cannot answer this so Dr. Amazing answers it for him: it couldn't have. Loki was defeated some other way.

"It's true you led him into a trap, Hank, but not a lead vault. I had set up my Psi-Gun, boosted with some help from Iron man's armor; when you lured Loki into my sights I fired and established telepathic contact."

"Whoa, hold on," Ms. marvel interrupts. "Are you trying to say that you defeated Loki telepathically? That doesn't seem real likely."

"It's not likely. Even with a boost from Iron man I could never hope to overpower a god like Loki. The power boost did, however, allow me to drag out the struggle to several seconds, all the time Thor needed to open a portal to Asgard. He grabbed Loki just as I was defeated and pulled him through to face Odin. We had won.

"While we waited for Thor to return we fell to talking and Ant-man suggested we stick together permanently. By the time Thor came back we had agreed in principle to become the Avengers." [You may recognize the preceeding events from Avengers #1 -- Van]

Silence meets his words as the Avengers ponder what he has said. Finally Pym asks why, if he was a founding member, none of them had heard of him. Why was there no mention of him in the computers, in newspapers, anywhere?

"All of us brought baggage into the Avengers, old foes who would haunt us even after we formed a team. Look at those of us in this room and think about it -- Baron Zemo, Attuma, Egghead.I was no different. Soon after we formed the Avengers I once again faced my greatest enemy..." Dr. Amazing's voice fades to a whisper; he is clearly upset but struggles to continue. "My greatest enemy...the Mind Alien. This time I had friends, this time I wasn't alone. It should have mattered.

"It didn't."

Dr. Amazing explains that just after the Avengers defeated the Lava Men [It happened in Avengers #5 -- Scott the Accuser] he received a psychic summons from his old teen sidekick Jenny LaCroix. The Psionic Detectotron he had entrusted to her was sounding a major alarm that could only mean one thing: the Mind Alien had returned from his other dimensional exile.

"The Mind Alien is hard to explain...it comes from a far off world and uses its incredible mental power to transport itself through dimensions. Twice before it had tried to enslave the Earth but both times I had managed to trick it into defeating itself. This time I knew it wouldn't fall for the same thing, so I immediately assembled the Avengers."

Dr. Amazing narrates the flashback, telling how the team rushed to the NYU dorm room of Jenny LaCroix only to find she had been kidnapped; of the desperate race against time to save her; the battle in the ancient Tibetian temple against the enslaved pawns of the Mind Alien; and the final, last-ditch battle against the horrific Mind Alien in his pod-ship. A successful battle, but one with a fateful price.

"We had won; or so I thought. But as the Mind Alien faded away to his otherdimensional prison once again, I heard his voice in my mind. He said 'You have defeated me once more, Dr. Amazing! But I will use this defeat to fashion my coming victory! You and your Avengers will seal your world's fate with this battle!

"'Three more times will I meet you in combat and on the third meeting I will destroy you all! Until then, Dr. Amazing, my curse upon you! Till then! HAHahahahahaahahah...'

"A massive psychic bolt of energy blasted through the closing portal and struck us all down.

"With my psionic awareness I was most vulnerable; I went out like a light.When I revived I was alone. I somehow managed to return to Avengers Mansion but there I discovered the horrible truth of the Mind Alien's curse: no one remembered me. Jarvis turned me away at the door. My neighbors had no idea who I was. My family had forgotten me. I was alone in the world: as soon as I left a person's sight they immediately forgot I existed."

Dr. Amazing continues narrating the flashback: though his life as he knew it had been destroyed, still he was not discouraged. He threw himself into his research, sure he could figure out a way to reverse the psionic block. While he tried he continued his life as a superhero, albeit an unknown, secret one.

"At the time it almost seemed like a romantic adventure: I was the secret hero, nobody knew my name or face. I would appear like an angel and disappear to be forgotten. I was so sure it would be temporary. I hadn't yet realized just how bad it would get. It would take my next encounter with the Avengers for me to realize just how awful the curse was.

"It would come all too soon thanks to the Collector."

Another flashback. Dr. Amazing is working on his research when suddenly there is a burst of energy and the Collector is standing in the room.

"You are the one I seek, the Avenger called Dr. Amazing!" Dr. Amazing is so shocked that someone remembers who he is that he freezes; before he realizes his danger it is too late. The Collector whips out a stun ray and blasts him.

"He put me in a tube, with a stasis field. I was helpless to do anything but watch as he snared Thor, Hawkeye, Goliath and the Wasp. Finally Thor captured Iron man but there was some sort of hitch. A battle broke out and we were all freed. Thor and Iron Man flew us to safety. [That's one version of Avengers #51 -- Scott to Trot]

"The others were curious about why I was captured by the Collector if he was looking for just Avengers. I began to explain. Most of them had pressing business, though, and left; they designated Thor to hear my tale for their reports. I explained everything to him; it was such a relief to be free of the burden.

"Thor believed me and was charged with a righteous energy to help. 'Fret not, noble comrade! I shall hie myself to Asgrad directly and beseech my father, Odin, to remove this curse! Wait here and I shall return with glad tidings!'

"With that he whisked himself away to Asgard. I was so excited and relieved. At last I would have my life back, I would be an Avenger once again.

"I waited for hours. He never returned. The curse must have hit him as soon as I left. I..." Dr. Amazing stops for a moment, overcome, while the Avengers look on sypathetically.

After a few moments he continues speaking. After that disappointment Dr. Amazing abandoned super-heroing for a time. Filled with despair he tried his hand at a number of jobs; but with bosses who couldn't remember they had hired him things went from bad to worse. He bordered on poverty, unable to find a direction.

"But I never forgot I was an Avenger."

The flashbacks continue: just when things were at their worst, Dr. Amazing intercepted a call for all Avengers. With nothing else to hold on to, he decided to redon his costume once more and soon found himself whisked to Olympus to battle for the lives of the Olympic gods. [Hey, it really happened! Check out Avengers #100 -- Vannnnntastic!]

"In the aftermath I go to talking to the Vision," Dr. Amazing says, nodding at Vision. "I had given up hope of the curse being lifted or wearing off, but I had some idea that the Vision's synthezoid mind could retain memories of me.

"As it turned out he couldn't. But while we were talking he suggested to me that I might want to think about somehow using my anonymity to my advantage. I began thinking about it then, and when a few weeks later I saw an ad in the paper for Luke Cage I knew what I could do. I became an adventurer for hire."

But, as we see in more flashbacks, the new role didn't keep him from helping out the Avengers when needed. Just a short while later Dr. Amazing got embroiled in a battle to save the Earth from the madman known as Thanos, barely winning thanks to the nobility of Captain Marvel. [Check out Avengers #125 and Captain Marvel #25-33 if you think we're lying! -- Van]

"After the Thanos affair my business really began to pick up, and more and more I found myself away from New york and the Avengers on business. Everything seemed to be going well, finally. And then...

"Korvac."

Flashback: once again the Collector strikes, suddenly whisking Dr. Amazing to his satellite, where he, Quicksilver and Two-Gun fight a short, desperate and losing battle. An indetermiate time later, however, they are freed. Though faced with numerous other issues, the team is curious as to his presence. Once again he tries to explain, with one key difference.

"Starhawk. Just as the Collector could see through the Mind Alien's curse with his cosmic power, so could Starhawk. And more: with his power he wiped the curse away. I was free."

There is silence for a few moments, then Beasts asks "If Starhawk removed the curse, then why..."

"I don't know how much all of you remember about our last battle with Korvac," Dr. Amazing interrupts, " but I remember it all too well. I died. We all did. We were dead until, with the last of their power, Korvac and Carina restoed us all. They returned everything to the way it had been...including the curse. [Shed a tear for the earth-rocking events in the classic Avengers #173-177 -- Good Ol Van]

"And more...for now even Starhawk could not penetrate the curse. everything I had suddenly found, my life restored, my place in the Avengers -- all destroyed in a second. It was more than I could take."

He explains how, in the aftermath, his business petered out. More and more too despaired to don the suit he drifted into a life of depression and destitution, finally quitting the game for good.

"I tried...I tried to be a hero. But can you understand how hard it is to be a hero when the people you are trying to save don't know who you are, don't remember you helped, don't care? It's easy to be a hero when your name is in lights and millions shower you with praise but when nobody cares that you are alive or dead...I tried, I really did. I just wasn't strong enough."

Over the last few years, Dr. Amazing continues, he did try a couple times, even answering the call for help during Operation: Galactic Storm and pitching in [You wont see him, but he's there somewhere in Avengers #345-347 -- Waldo-Loving Scott]. But again he was forgotten when it ended and drifted away...until now.

"And that's about it. I'm sure you have some questions."

"Just one for now," Captain America says, finally speaking. "The Mind Alien claimed you would fight him three more times and then he would conquer the world. What has become of this threat?"

Dr. Amazing leans forward, suddenly excited, his eyes taking on the hint of madness we saw in them when he first appeared [In Avengers #420 -- Avengin' Scott].

"That's just it, that's why I'm here. It is coming again, I can feel it moving! This is the third time! If I cannot convince you of the truth then the Earth will die!"

Interlude 2:

Overlooking New York City a man is having a private yet elegant dinner inside his posh penthouse. He looks somewhat familiar; a black goatee on a noble face, shoulder length black hair cut with streaks of grey. Yet for all the grey in his hair and beard and the lines near his eyes he does not seem old; rather he seems full of easy power as he looks out over the city.

Abruptly the door behind him opens and two men enter. One is a hulking green lizard man, thick with muscle. With him is a hooded man, a skeletal face peering out from beneath deep shadow.

"Ah, Grimm. Thank you, that will be all. Mr. Fear, please have a seat." The man in black nods and exits, closing the door behind him. Mr. Fear slowly moves accrss the room and sits.

"Your mission was a success I take it?"

"If you mean the information from the Avengers computers, yes, I have already turned it over to your people. If you mean Hank Pym then I'm afraid I have to tell you how totally useless the information you gave me was! I could have been killed, trying to take on the Avengers! What in the name of all..."

"Mr. Fear, " the strangely familiar man says softly. "I suggest you calm yourself immediately . Am I clear?"

"...uh...yes, yes. My apologies. Sir." Mr. Fear says, looking away nervously.

"Your apology is as worthless as your continued presence here. Our business is at an end. You will find a large fee has been placed in your bank account. Do not make contact with us again." The door behind him swings open and Grimm enters silently once more.

"Mr. Grimm, please be so kind as to show Mr. Fear the exit."

"But..." Mr. Fear is cut off by a glance. Nervously he nods and the two men leave. Our mysterious man in black steeples his hands and peers out over the city. Suddenly there is a buzz and a viewscreen pops up from the table, showing the slightly agitated face of Mentallo.

"Sir, we have a problem down here at the temple," Mentallo says. "I think you should come in person."

The man with the goatee thinks for a moment, then nods. "I will be there momentarily. Carry on." Still thinking, he stands and looks out over the city once more, a small smile playing about his lips.

[Wanna know what's going on here? Try reading Marvel Team-Up #178 for the rest of the story! On sale now! -- Van-in-One]

Chapter 3: The Mind Alien

The Avengers are reacting with various degrees of surprise, concern and suspicion to Dr. Amazing's pronouncement, but it is Captain America that speaks first.

"If this is so vital and serious why have you spent so much time getting to the point? If this Mind Alien is coming we have preparations to make."

"That's just it Cap, there isn't anything any of you can do to prepare for its attack. The only hope we have lies within me...god help me. Let me explain."

Dr. Amazing launches into another flashback story. It is mere weeks after Dr. Amazing teamed up with the Avengers and Captain Marvel to battle the awesome might of Thanos. The farthest thing from Dr. Amazing's mind is his past troubles, for finally he has gotten his life on track; his new adventurer for hire business is taking off and it looks like he's finally found his nitch. One evening in his headquarters, however, he is suddenly accosted by an insane Jenny LaCroix. Smashing through the outer door with a blast of psionic power, Jenny, who Dr. Amazing had never thought to see again, since she had forgotten he existed, burst into the room screaming in an alien tongue.

The battle progressed from there; grimly, and in a halting voice Dr. Amazing relates how he managed to subdue her, only to discover she had been taken over by the Mind Alien, returned to Earth after all these years. Rushing against time Dr. Amazing brought her back to the Avengers Mansion, where the Avengers had already forgotten who he was. Luckily, with the help of Moondragon's mystical powers he was able to convince them of his sincerity just in time, and the Avengers assembled to battle the newly, and ever more awesomely powered Mind Alien. Through flashbacks we see the Avengers (Dr. Amazing, Iron Man, Thor, Vision, Scarlet Witch, Beast, Moondragon et al) racing to the top of the Empire State Building where the Mind Alien has already established a stronghold of mind-controlled warriors, including Ghost Rider, Luke Cage, Banshee, Mastermind and Living Laser; we see how the Avengers defeated these minions only to fall before the mental onslaught of the Mind Alien; and we see how Moondragon managed to erect a last second mental barrier around Thor, enabling him to carry the battle to the Mind Alien on the physical plane, where the Mind Alien could not hope to pervail. And we see the horrible aftermath, as Jenny LaCroix's mind is broken as the Mind Alien slips back between dimensions once again, and her funeral weeks later attended by a small gathering of distraught and confused relatives. [Hmm, this must have all happened between Avengers #138 and #139 -- Vanlock Holmes]

"We defeated it once more, but once more it left me with a final message. 'Twice more shall we meet, Doctor, and on the last will you know your doom! The seeds planted in this very battle will bring me final victory! Look to your defenses.'"

Dr. Amazing pauses for a second, then continues. "I didn't take it seriously. I was so sure of myself in those days. We had defeated Thanos and the Mind Alien in a matter of a couple months; my business was going well...I just shrugged it off, full of confindence. What a fool! What a fool...

"For meet again we did and this time under far different circumstances. It was just a couple years ago now and things had gone from bad to worse for me. I had given up the Dr. Amazing identity, I had no home, no job...I was nobody in the most literal sense of the word. And then...the Mind Alien returned."

Again Dr. Amazing goes into a flashback. In a homeless shelter in Hell's Kitchen Dr. Amazing is shocked when suddenly the entire room full of homeless people stands and begins surrounding him, chanting in a strange alien tongue while grinning from ear to ear. A tongue he heard last from the dying lips of Jenny LaCroix; the language of the Mind Alien. Desperately battling through the hordes of possessed homeless, Dr. Amazing took to the streets, only to discover that as he travelled the possession followed; every street corner held a group of businessmen or a kindergarten class on field trip or college students, all grinning, eager for his blood. Eluding this mad horde, Dr. Amazing rushed to Avengers Mansion.

"I went to the door; a pair of robotic coils spring from the walls but in my frenzy I tore them apart with my enhanced strength and began banging on the doors. It was Sersi who answered the door, and I could see the Black Knight behind her. Obviously I had interrupted some sort of argument, for she was very curt with me, demanding to know my business. I tried to explain but she wouldn't believe me, too engrossed in her own affairs. I begged with her, showed her my old Avengers ID...she merely frowned and with a snide remark slammed the door on me. The Avengers had turned me away...and then the Mind Alien came..."

Dr. Amazing's voice grows hoarse and a horrified, haunted look enters his eyes. "I couldn't fight it alone...I...I tried, it pulled me under. The hordes of his mind controlled slaves pulled me down and then through into its dimension...it showed me...things...horrible plans for Earth. It...did things..."

He stops talking, too traumatized to continue; Cap puts a comforting hand on his shoulder. Though not all of the Avengers believe what they have been told they are all sympathetic, as Dr. Amazing is clearly very upset by what he is trying to relate. It is a few moments before he can go on, but finally he does.

"Anyway...it finally sent me back, just dropped me back down in Hell's Kitchen. 'This is just a taste of what lies ahead when next we meet, good Doctor. Try once again to bring your precious Avengers to the rescue; it will do you no good. They will not believe you and their disbelief will cause the end of your world.' And it was gone. [Sersi and Dane probably blew him off around Avengers #368 -- Guesswork Scott]

"And now it's coming back! I can feel it coming, Cap. Somewhere in my mind there is a link to the Mind Alien, a connection, and I know that it has reenterred our dimension. You must believe me. I didn't believe the Mind Alien before but I am sure it is telling the truth; if you don't believe in me completely we will all perish. I know the secrets of the Mind Alien; I can share them with you all and together we can defeat it once and forever. But if you don't believe in me, trust in me completely I can't...and it will win. Please, I am begging in you now...trust me."

The Avengers look disturbed and anxious. Namor is the first to speak, stating his inherent skepticism; this seems extremely far fetched. Beast, however, reminds Namor of his own one time amnesia and asks if it so impossible for an entire people to be afflicted with the same. Hank Pym, for his part is very sympathetic; he's had his own share of mental problems and he knows just how tough Dr. Amazing must have had it. He's ready to believe anything. Finally Cap speaks.

"I don't know how much we can believe just now, Dr. Amazing, but there is sometimes a difference between belief and trust. We have no choice but to treat your words as truth; there is too much as stake. I will trust you." So saying he extends his hand to Dr. Amazing, who takes it happily in a warm shake. A moment later both Hank's do the same; then the Vision and, after a brief glance at each other, Namor and Carol.

"Thank you...thank you." Dr. Amazing is overcome for a moment, then gets down to business. "As I said, for awhile I was one with the Mind Alien. It showed me his secrets and his plans, but I believe it revealled too much. I know there is a weakness to it. What I will do is use my Psi-Gun to establish a mental link between the seven of us and I will bring you through the worlds he showed me.

"I warn you now, some of this is very powerful...horrifying...but you must trust in me. If you do not I don't know what might happen to the mental link between us." The Avengers nod in unison, ready for the challenge. Dr. amazing spends a moment recalibrating his Psi Gun, then one by one blasts the other Avengers with it, each in turn being pulled into a telepathic link until all seven are connected on an astral level.

*This is but the first level of rapport* Dr. Amazing's voice says inside each Avengers head. *In order to share what needs to be shared I must go much deeper. This could become very personal, but you have to trust in me and each other or else we...and the Earth...will be in grave danger* So saying he begins pulling the Avengers in farther, towards a dark space far on the horizon.

*What is that?* Yellowjacket asks, fascinated.

*That is merely a mental projection of the level of connection we need to achieve before we can understand the Mind Alien's plans* Dr. amazing answers. * It is not a real place, merely something for us to focus on and judge our progress by*

*Astonishing. I have been on the astral plane but a few times, and never have I seen anything like this* Beast comments as they slowly travel deeper towards the dark spot, now a growing blight in the warm light of the astral plane.

*The astral plane is defined by the one who enters it, Hank. No doubt you have travelled there with Marvel Girl or Professor X, both of whom would have a far different preception of this place than myself*

There is silence for awhile as the Avengers grow closer, their minds now starting to merge. Colors and shapes whirl by, as well as ghost images pulled from the minds of the Avengers; people, battles, places from their past. Dead friends and old foes slide by in ghostly parades. Back in Avengers Mansion we see the Avengers, in a circle, each with a hand clasped together in the center.

*Amazing...my friend, I never realized how much the Avengers meant to you...or to myself.* Yellowjacket says to Captain America.

*We have been through alot together Hank, Vision. It is good to have you here* Not all the Avengers are finding the closeness as comforting, however, as Ms. Marvel in particular seems to be struggling with it.

*Carol...are you alright?* Namor asks concerned; the dark blight now stretches before them like a tentacled curtain of blackness.

*Yes, I...ah!* Carol gives an involuntary twitch as the remembered pain of being tortured by the Brood begins to merge with the thoughts and images of the other Avengers. Other images now come to her, Rogue, Marcus Immortus, Michael Rossi, the Starjammers -- each slowly pulled from her to be examined by the others minds.

*No...*

*Dr. Amazing, something is wrong, you're hurting Carol* Namor says.

*Carol, you have to trust us! We are all your friends, you have to have faith in us* Carol doesn't answer; back in Avengers Mansion we see the forms of the Avengers, still in a circle, hands clasped together; but Ms. Marvel's free hand has left her side and is now clutching her head, a look of pain on her face.

*For gods sake, Doctor, stop it! You're tearing her apart! Let her out!* Namor cries.

*It's too late for that, Namor, we're in too deep! Carol, you've got to have faith in us!*

*Carol, please, we're all with you...* Cap says.

*No! NO! This is my mind! I wont let this happen again! GET OUT!* With a scream Carol wrenches herself from the mind link; back in Avengers Mansion we see her fling herself from the circle, clutching her head. A moment later all the other Avengers scream out. The intimate mental link suddenly torn asunder sends shards of mental agnoy through all the team, and with seven voices they scream in pain and collapse, bludgeoned unconcious with the exception of Dr. Amazing and Beast, both of whom have some mental training. Still, even they are in too much shock to do more than lie in helpless pain on the floor and stare uncomprehendingly as suddenly a smoky portal opens above the seven prone forms and a horrible monstrosity slides into the room...

"The Avengers have fallen as I prohpesied, Dr. Amazing! Now falls your world to the Mind Alien!" And they cannot even gather their wits enough to scream...

Postlude

Fifty of the Shi'Ar's mightiset ships entered battle on a glorious Galadoran morning, coming from the sky towards the lone city with missle trailing fire and defiant shouts. Fifty of the homeworld's mightiest vessels, crewed by their staunchest warriors, bent on retribution and subjugation. Fifty of their strongest now lie in ruins among the rubble of a once great world, their crews taken away in shackles by the Spaceknights who rose to answer them. One of whom, standing deep in the shadows of the powerless and shattered bridge of the Shi'Ar command ship, flicks on a portable viewscreen with a silvery hand.

A startled Shi'Ar face appears moments later, the Vizier of the Shi'Ar, Lilandra's own councillor. "Who...?"

"Your men and women were lucky today," the Spaceknight says, "Lucky that I...that we of Galador...have sworn an oath to protect life where we may. In war people die and so some of yours and even a few of mine died today for your foolish empire. But you are lucky for were we as you are your homeworld would be wracked with grief this night."

"You...what are you saying...this cannot be..."

"But it is. I suggest you tell Lilandra that any further interference with Galador will result in more losses. We will return our prisoners only after we have been assured our autonomy. So speaks the will of Galador, the greatest of Spaceknights." Before the councillor can respond the silvery form flicks off the viewscreen and stares about him at the ruins of a once proud ship.

Far above, beyond the moons of Galador a battered and damaged lifepod wings towards safety, carrying the battered and shattered forms of what once were some of Lilandra's greatest hand picked warriors.

"Command? Command? Command?" The computer navigator prompts. Finally a bloody head rises slightly from where it rests.

"...Avengers...have to find them...Avengers..." The voice whispers, then darkness falls over the form of Deathcry. The computer works for a few moments, searching the database for these Avengers, then the pod blasts off towards far distant Earth...

...and on the Shi'Ar homeworld Lilandra broods, wondering about the possible motivations of the famous Galadoran leader Rom, while the war council meets in anger, the ships are gathered and Gladiator readies his Guard for their greatest task since Phoenix: the legendary Spaceknights of Galador...

Next Issue: The Avengers have already been defeated and they havent even seen the enemy yet! With the Avengers out of the picture can anyone hope to stop the horrible menace of the Mind Alien? The answer lies in one of the least likely places of all...

[Note: this takes place between Avengers #423 and Avengers #424 -- Vanlactus]

Jarvis is putting away the laundry for various Avengers. He has just opened up Hank Pym's closet when he accidentally hits a switch that opens a secret panel. A surprised gasp escapes his lips.

"I see that you have found my dark secret, Jarvis."

Jarvis turns to see Hank Pym entering the room.

"I.. err.. I.. uhm... I am sorry sir. The panel was opened by mistake. I promise not to tell anyone."

Pym smiles kindly at Jarvis.

"You are worrying about nothing, Jarvis. What you saw was something I wanted no one to see, but it is not something that I intend to use."

Jarvis looks bewildered. "Then why did you make a Yellow Jacket suit of armor?"

"I built the armor when I was feeling insecure about my place in the Avengers. It was built during my breakdown. I was going to don the armor after I proved my worth by defeating the robot that I built. Obviously, my plan failed. Not only did I disgrace myself by hitting Jan, but I disgraced the team by creating that monster to attack the team."

Flashbacks to Hank hitting Jan and to Hank failing to stop the robot he made to make himself look like a hero. [Avengers #213 -- Back Issue Grubbing Scott]

"You have come a long way since then, sir. You should not be so hard on yourself."

"I know, but sometimes it is still difficult to think that I was so close to the edge. I wonder how easily it would be to go over the edge again."

"You have been more confident than you ever were. Why would you worry like this?"

Pym sighs, "Most of my recovery is due to Bonita. She helped me through the toughest time of my life."

Flashbacks are shown to the WCA issues where Hank contemplates suicide and Firebird saves him. [WCA #16-24 -- WCA Grubbing Scott]

Hank Pym continues, "The armor has also helped me regain my confidence."

Jarvis gives him a questioning look.

Pym says, "I look at the armor as the symbol of the lowest point in my life. I was so worried about being in the same power class as Iron Man and Thor that I went out of my way to prove myself by creating this ridiculous suit of armor to put myself in their class. I lost sight of the fact that I have other strengths. My intellect is on par with any of the other Avengers and I have been more than an adequate member regardless of the identity that I was in."

Jarvis responds, "I would say you are an integral part of the Avengers, not an adequate member. You never gave yourself enough credit when it came to your contributions to the team."

Pym smiles. "You're right, Jarvis. Now when I feel inadequate, I look at this suit of armor to remember where that path will lead. I was able to become Giant Man again after realizing that it wasn't any one identity that was the problem, but my general lack of confidence. I recently started wearing my Yellow Jacket costume again [Avengers 422 -- Giant Van], because I know now that my failings during that time had nothing to do with the costume, but had everything to do with the man in the costume."

Jarvis smiles, "I am so glad to see that you have regained your confidence, sir."

"So am I"

"Mister Pym, would you like some tea?"

"I would love some."

Jarvis asks, "Can I ask you one last question?"

"Shoot."

"How long do you think it will be, before someone steals this costume of yours?"

Hank and Jarvis both start to laugh as they leave the room.