FILE 13: COUNT NEFARIA

Chapter One: The Life and Times of Luchino Nefaria

Count Luchino Nefaria was born in Rome, Italy at some time during the first half of the twentieth century, although his ancestral home, and his family, appears to be in Sicily. He was a son of one of the wealthiest families in Europe, and he inherited this wealth along with his title. We know little of his youth, but we can speculate that his family's wealth paid for an extensive education, and that he was a keen student who was particularly fascinated with the sciences. Over the years, this interest would lead him to fund the development of incredibly advanced technology, which he would put to his own use. As he reached adulthood, he began to desire power, and realised that his money could easily buy it for him; soon, he was drawn, inevitably, towards the Maggia.

The Maggia was a criminal organisation that had its roots in Southern Europe and by the 1890s it had reached America, where it had suddenly come to public attention thanks to its role in the bootlegging of liquor during the prohibition era. It was a coalition of many individual groups known as "Families" rather than a single organisation, and by the time Nefaria became interested in the Maggia it had spread extensively throughout the United States of America, and was heavily involved in gambling and the narcotics trade. It was big and it was powerful, and it was an irresistible lure for the increasingly power-hungry Nefaria. He soon approached the Maggia families in nearby Italy. But until his first involvement with the organisation, the Maggia had never had counted a nobleman amongst its members and this was Nefaria's first obstacle on his road to power. Money however, was a powerful tool. Soon, Nefaria was financing existing Maggiosi to work for him, by offering them not only money, but also the advanced weaponry that his interest in science had prompted him to fund the development of. With the weapons he offered, the Maggia members who were willing to listen to him realised that they would have a considerable advantage over their enemies. They agreed to share power with Nefaria in exchange for money and the weapons. Soon, Nefaria had positioned himself such that he was the head of his own Family, which naturally became known amongst the Maggia as the Nefaria family; the existing Families were undoubtedly displeased that this upper class upstart had poached so many of their members, but they also realised that the Nefaria Family had grown big enough and fast enough to be a very dangerous enemy. Reluctantly at first, they recognised Nefaria's Family as a member of the Maggia. Nefaria was pleased with this and soon his Family was the largest and most powerful Family in the Maggia; however, he had to be careful not to publicly reveal his connection to the organisation, since he valued his natural family's tradition of respectability. It was his respect for tradition that also prompted his rather anachronistic taste in clothes; he habitually wore the suits, frilly shirts and capes, which were fashionable in Europe at the turn of the century, as well as a monocle. It was also traditional to father an heir; Nefaria now desired to have a son.

At some point before his thirtieth year, Nefaria met and fell in love with, a woman named Renata. Her maiden name is lost to posterity, as are any details of how she and the Count met, but eventually they married, and soon afterwards she became pregnant. Nefaria now had everything he wanted - a wife, power, wealth, and soon, an heir. Then suddenly, tragedy struck when Renata died during childbirth. The effect this had on Nefaria can only be speculated at, but he was now left as a single parent. Matters were further complicated by the fact that Renata had borne him a daughter, whom he christened Countess Giulietta Kristina Nefaria. Although Nefaria seemingly loved Giulietta, traditional values would not allow him to groom a daughter to be his successor. Furthermore, although only the upper echelons of the Italian Maggia Families knew of Nefaria's criminal connections, he feared that Giulietta would be a potential target for his enemies. He decided to have her adopted. Since the Nefaria family now extensive operations and connections in America, he decided to send his infant daughter to that country, far from Sicily, where she could be raised without knowing of her past. Nefaria was not willing to let just anyone raise his child however, and he selected Wall Street financier Byron Frost to be Giulietta's new father. Nefaria knew Frost because he was employed by the Family to divert their secret funds into various investments, and he had little choice but to accept Giulietta into his family. She was soon in America with a new name, Whitney Frost, and Byron would raise her as though she was his very own daughter, without knowing of her true lineage until such time as Nefaria decreed. Since he hoped that she would be happy with the Frost family, he considered the possibility that he would not tell her the truth until after Byron had died, and so he had Frost record a message informing her that Nefaria was her real father, in case she did not believe him. He then returned to Europe and to the Maggia. Over the next couple of decades, Nefaria's family became bigger and more powerful, and his own personal fortune increased until he was not merely a wealthy European Nobleman, but the wealthiest.

As the 1980s drew to a close, a development would occur which would herald a time of change for Count Nefaria. His Maggia interest in America were by now extensive, and he was already starting to consider a permanent move to the United States. Then, suddenly, the "Super-Hero" population began to affect the Maggia for the first time. Super-Heroes had been in existence in significant numbers, especially in America, since the early 1940s, but at that time they had been mainly concerned with the threat posed by the Axis powers during the War. Later, during the 1950s and 1960s, the largely forgotten First Line had been America's foremost Super-Hero team, but they had generally concentrated on threats greater than organised crime. But then, suddenly, the legendary Fantastic Four arrived on the Global scene, and everything changed. They heralded a whole new wave of American Super-Heroes who dealt with a whole slew of affairs from street level crime to the supernatural to extraterrestrial incursions, and they were about to have a devastating impact on all of the Maggia families. Soon, Count Nefaria himself would be forced to directly involve himself with the group of Super-Heroes known as the Avengers, and this would set him upon a road from which there would be no turning back...

Chapter 2: Enter: The Avengers

The Avengers were a recently formed team originally comprised of five so-called Super-Heroes. The first of these was Iron Man, in reality billionaire industrialist Anthony Stark, who had been kidnapped by Vietnamese Crime-Lord Wong-Chu sometime earlier. During this kidnapping, he had sustained a heart injury and with the aid of one Professor Yinsen, he had constructed a chest plate, which kept his heart beating. He and Yinsen had then built a suit of robotic armour into which the chest plate fitted, and he had become Iron Man for the first time. Having escaped Wong-Chu, he had returned to America, but had decided to pretend that Iron Man and Tony Stark were two separate people and had perpetrated the myth that Iron Man was Stark's bodyguard. Stark had then began a career as a Super-Hero as Iron Man, and was also the source of financial backing for the Avengers, and the owner of their New York Mansion base. The second Super-Hero (although less arguably so) was the Incredible Hulk. The Hulk was Dr. Bruce Banner, a genius in the field of nuclear physics, who had invented and built the first gamma-bomb for the US Military. During the countdown of the testing of this bomb, a young man named Rick Jones had driven onto the testing range for a bet and had been spotted by Banner. Unable to stop the countdown, Banner had run out onto the testing ground and had pushed Jones to safety in a ditch, but had been caught by the periphery of the blast. The effects of the gamma-irradiation had later made themselves manifest for the first time when he had transformed into the grey-skinned Hulk, a large, evil-tempered being who was arguably the strongest being on Earth. After Banner had undergone this transformation a few more times, the Hulk had become green-skinned and somewhat better tempered, but he was a dangerous and unpredictable creature. The third of the Super-Heroes who comprised the Avengers was Giant-Man. Giant-Man was an accomplished biochemist named Dr Henry Pym, who had discovered a new type of sub-atomic particle, which he had christened Pym Particles. These allowed people and matter to change in size and he had soon launched a crime-fighting career as the diminutive Ant-Man. He had been aided in this by hordes of real ants, with which he could communicate by means of a cybernetic helmet of his own design. After several months, he had learned how to enlarge himself and had become Giant-Man for the first time. His frequent companion and love interest was Janet Van Dyne, a.k.a. the Wasp, the fourth of the founding Avengers. She too could shrink thanks to Pym particles and could fly thanks to a set of artificial wings. She could also generate a bioelectric sting from devices on her wrists, which could stun an enemy. The final member of the Avengers was the Norse God of Thunder, Thor. The Norse Gods were a Pantheon of other-dimensional beings who had been worshipped in Norway as Gods, and who derived power from this worship. They were effectively magical beings and Thor was gifted with prodigious strength, which may or may not have equalled the Hulk's, and control over storms. He was also equipped with the enchanted hammer Mjolnir, which gave him this control over storms and which enabled him to fly. Furthermore, he was skilled in the use of Mjolnir as a weapon and was a mighty warrior. Currently, he was trapped on Earth, having been exiled from Asgard, the legendary home of the Norse Gods, for being too arrogant and wilful, and spent much of his time in the mortal form of Dr Donald Blake, in which he was trapped except when he struck Blake's walking cane on the ground; this prompted the cane to transform into Mjolnir and Blake into Thor.

This group of five heroes had joined together to combat Thor's archenemy and foster-brother, Loki the Norse God of Mischief. Following this, they had stayed together to face threats that alone they could not handle. However, the temperamental Hulk had soon left, believing that the other heroes did not trust him. Soon afterwards, the Avengers numbered five again when they discovered the frozen body of Captain America in an iceberg. Captain America was Steve Rodgers, a sickly young man who had been unable to sign-up to fight for his country during World War II due to ill health. Seeking to serve America in other ways, he volunteered to be a guinea pig in a super-soldier program, and was injected with a super-soldier serum developed by a Prof. Reinstein. The serum increased his physical prowess to the peak of human fitness. Donning a costume based on the colours of the American flag, he was given the name Captain America and became the first successful American super-soldier. He was also the last: Immediately after he received the serum, a Nazi spy assassinated Reinstein. Captain America, often assisted by his sidekick Bucky, real name James Buchanan Barnes, fought the Axis powers throughout WWII, often clashing with the evil Red Skull, Hitler's lieutenant and the menace whom Captain America had been created in response to. But although he achieved many victories, neither Captain America nor Bucky would see the end of the war. As it drew to a close, they fought a final battle against old foe and Nazi scientist Baron Heinrich Zemo. Whilst trying to defuse a missile launched by the Baron, Bucky was killed. Captain America survived, but plunged into the icy waters of the artic ocean. The intense cold, coupled with an unexpected side effect of the Super-soldier serum, cast him into a state of suspended animation, in which he remained until he was found and revived by the Avengers. Since then, he had resumed the fight against evil, now as a member of the Avengers and as a superhero in his own right.

With Captain America now joining them, the Avengers continued fighting crime, including Captain America's wartime foe Baron Heinrich Zemo. Soon however, they began to interfere with Maggia operations. Nefaria's New York operations were run by a group of lieutenants, who had been putting off reporting the Avengers' interference to the Count for some time. However, with the disruption of a fur robbery by Thor and Iron Man, they soon realised that they could not delay for longer, since they had been operating at a loss for the last few months as a result of Avengers activity. Unfortunately for them, the Count had agents everywhere and already knew what was transpiring; as the terrified lieutenants conferred, they were interrupted by the Count's electro-ray signal from Sicily and realised that they had no choice but to answer for their failures. Reluctantly, their chosen spokesman touched the electro-disc. The electro-disc was one of those devices which Nefaria's interest in advanced sciences produced; he had ordered his scientists to construct a device which allowed him to communicate instantly and easily with his American family members. The disc allowed a three-dimensional image of whoever was in contact with the disc to be projected into his presence, thousands of miles away in his castle in Sicily. Now, his luckless agent found himself apparently surrounded by the interior of Nefaria's castle and was facing the Count himself. He realised immediately what this meant, for although the electro-disc could project his image to Sicily, Nefaria was usually content to communicate by voice alone. Since his image had been summoned to the Count in person, he was undoubtedly to receive "the Punishment". He was quite correct; Nefaria was furious that his Family members in New York were allowing the Avengers to disrupt their affairs, and now he erased his underling's image. This was "the Punishment" - by symbolically erasing the man's image, he had expelled him from the Maggia, leaving him alone and with nowhere to go. Having made an example of this man, Nefaria now turned his attention to the problem of the Avengers.

Before having his image erased, Nefaria's lieutenant had told the Count that nobody could stop the Avengers, a concept that the arrogant Luchino utterly rejected. However, he realised that his underlings might not be able to deal with the heroes and decided to attend to the Avengers in person. This was significant, for it was the first time Nefaria had ever dirtied his hands instead of relying on his men. He soon began to formulate a plan, which hinged on his reputation as one of the world's wealthiest men. He had been planning to move to America and take control of operations for a while, and he had already made preparations to have his ancestral castle demolished and transferred, stone by stone, to the USA and rebuilt there. The cost of such an undertaking was massive, but well within Nefaria's means; besides, he owned all of the companies' contracted to carry out the work. Within weeks, the Count's castle was set atop the New Jersey Palisades and he began to put his plan for dealing with the Avengers into action. Count Nefaria's scheme depended upon the fact that as the richest man in Europe, he was well known the world over and had celebrity status. He had announced that he was going to open his castle to the public and donate the proceeds to charity, and with this altruistic cause to support, he wrote to the Avengers inviting them to attend, since this would undoubtedly garner much greater public support. The flirtatious Wasp was eager to meet the handsome, charismatic Count, and with a charity as an added incentive, she had no trouble persuading her colleagues to join her; a few days later, the Avengers arrived at the grand opening of the Castle of Count Nefaria.

Since Nefaria ostensibly wanted the Avengers to join him for the official ceremony, he had used this as an excuse to prepare individual chambers for each of them, so that they could freshen up. Greeting the heroes at the entrance to his castle, he bade them enter and escorted them to these quarters. With each of them ensconced in a room, he then prepared to spring his trap. Each of the five rooms had been fitted with "Time Transcender Rays" disguised as light fittings. As he retired to his control room and activated these rays, built especially for him by more of the scientists on his payroll, they bathed the unsuspecting Avengers in a soothing, hypnotic light. These effectively placed the Avengers in suspended animation, in which they would remain until the Rays were deactivated. With the Avengers captive, Count Nefaria now began the next phase of his plan, which was to discredit the Super-Heroes. Using the same technology upon which the electro-ray discs were based, he generated complex three-dimensional images of the Avengers and sent them forth from his castle. So convincing were these images that when, seconds later, Nefaria caused them to materialise within the Pentagon in the midst of a high-level meeting and declare that the Avengers were henceforth going to rule the USA by right of their super-powers, the US Government could not distinguish them from the real Avengers...

The fake Avengers had given the US Government one hour in which to prepare for their promised takeover, but within seconds their threat had been relayed to the White House and an response was made; America would not bow to a show of force from anyone, and if the Avengers pursued this course of action, they would face the armed might of the entire US military. This was exactly what Nefaria had expected, and as the Pentagon officials passed this message back to the waiting images, the Count had them declare war on America. He then recalled his images and allowed several hours to pass whilst the country brooded on these developments. Within minutes of the ersatz Avengers' declaration of war, a state of National Emergency had been claimed and soon afterwards, headlines including "Avengers Declare War on U.S.!" and "Avengers Challenge United States" were to be found in the national newspapers. Finally, by nightfall, "Wanted! Dead or Alive The Avengers!" posters were put up across the country and the military wads standing by. Everything was going to plan, and Count Nefaria was now ready to begin the next phase of the operation.

Meanwhile, in Nefaria's castle, the Count had unwanted visitors in the form of Rick Jones and his Teen Brigade. This was the same Rick Jones who had inadvertently caused the creation of the Hulk, and this had resulted in what was destined to be a life-long association and friendship with both banner and the various incarnations of his alter ego. However, at the moment, he was forming a friendship with Captain America, whom he reminded of the late Bucky. For this reason he had of late been hanging around Avengers Mansion and had tagged along to Nefaria's Castle with his super-powered friends. The Teen Brigade was a group of his friends who had joined him, since they were eager to associate with the famous Super-Hero team. Now, they had stolen into the Castle at the behest of Rick, who was starting to worry about the Avengers; he knew that Captain America in particular would not leave them waiting outside for so long. Soon, the increasingly suspicious teenagers found their way to Nefaria's control room, but before they could challenge the nobleman they were set upon by a group of his Maggia agents - Nefaria's castle was riddled with surveillance equipment and he had been watching them since they entered. Soon, they were safely imprisoned in Dungeon B of the castle, and Nefaria could turn his attention back to the Avengers. More specifically, he could now release them. He made a quick telephone call to the military informing them that the Avengers were at his castle, then he switched off the Time Transcender Rays, and the Avengers were restored to normality, oblivious to the time that had elapsed. Nefaria told them that the charity event had been postponed, explained that the Teen Brigade members had gone exploring on their own, and escorted the group out of his castle - straight into the field of fire of the waiting US Military.

The battle with the military was fierce, since the army were desperate to stop the seemingly traitorous Avengers at all costs. Although the Avengers were unwilling to be captured or killed, they also did not want to injure the attacking soldiers either, particularly as they did not know why they were being attacked. Soon, they were divided and were fighting not only infantry troops but tanks and jets as well. As reinforcements arrived on the scene, they were forced to flee, at least until they knew the reason for the attack, and began to make their way to their hidden, emergency headquarters in a mountainside outside of New York. By the time they had regrouped their, Giant-Man (who had become Ant-Man again to better avoid being spotted by the soldiers) and the Wasp had seen a newspaper and discovered that they were wanted for treason. The Avengers only chance now was to discover why. By now not only their own safety was a stake, as the Fantastic Four had just discovered - the legendary super-hero family had been planning on aiding the military in its fight against the Avenges but had been warned by the Pentagon that with the Avengers seeming betrayal, no super-hero was safe from the public - all super-powered groups had been declared under emergency quarantine. Count Nefaria had achieved a greater victory than even he had thought possible.

By now however, the Avengers were getting suspicious. They had deduced that someone must have impersonated them, and they were starting to realise that everything had happened just after they had left Nefaria's castle. Furthermore, they also discovered that of the five of them, none of them could clearly remember the details of their visit to the Count. Inevitably, they decided to return in search of answers. Inside, Rick Jones and his friends were in dire straights. They had jury-rigged a radio-transmitter from various electronic trinkets in Rick's pockets - the Count had not thought the Teen Brigade to be enough of a threat to bother having them searched - and they were now attempting to radio the Avengers. Unfortunately for them, the receiver in Iron Man's armour had been damaged in the battle with the Military, and he could not detect the message. Nefaria however, did. Soon, the Teen Brigade was transferred to Dungeon K, where a special fate awaited them. Nefaria's Maggia agents had now incarcerated them in a large cage, upon the bars of which were many suction cups, each filled with a strange, pasty substance. This, as Nefaria now explained to his captives, was a substance that would, upon contact, place a person in a permanent state of suspended animation. In other words, anyone who touched the paste would enter a living death, from which there would be no reprieve. The Count then activated a control on a panel near the dungeon door, and the walls of the cage began to advance inwards, trapping Rick and his friends in a rapidly diminishing space. Then, just as the cups were on the verge of touching the youths, Nefaria stopped the walls' advance. Luchino had a rule never to directly injure anyone himself; rather he would leave it to his underlings. This was not out of squeamishness, but because if he refrained from direct involvement, it would be far more difficult to implicate him in any serious crime. Thus, he had now placed the Teen Brigade in a situation wherein they were masters of their own fate, for if they moved they would effectively die, but if they remained absolutely still they would survive, at least for a time. He then left them alone.

Meanwhile, the Avengers were approaching. This would hardly be a surprise to Nefaria, since he did not know that they had not received Jones' message, but it concerned him little in any case - he had planned for the possibility of their return and had prepared for it. Thor was the first to discover this, as he stepped onto one of several discs set into the ground outside the castle walls. Suddenly, a strange chemical vapour erupted from the disc and instantly immobilised him. As Giant-Man leant down to tug him free, he too was immobilised on contact. Iron Man too was trapped, as he touched the wall of one of the towers and the same mysterious effect (the mechanism of which we do not know) trapped him also, pinning him to the wall high above the ground. Fortunately, Captain America had held back and now devised a way to enter the castle without touching its walls - he tied a nylon cord to one of his shield straps, threw the shield so that it wrapped the cord around a turret, and then swung in through a tower window. He then shook the cord enough to dislodge it, and pulled his shield in after him. He was immediately set upon by a group of Nefaria's men, one of who mentioned the Maggia. Suddenly, everything started to fall into place for Captain America. Not only did he now know why the Count had framed them, which he obviously had, but he was about to get further confirmation of Nefaria's criminal activities as he found his way to Dungeon K, and Rick Jones. Meanwhile, Nefaria was searching for the Captain America on his monitors. Locating him, he armed one of his men with a powerful paralysis ray and soon, the Sentinel of Liberty was restrained in Dungeon G. Nefaria now prepared to telephone the authorities and hand the captive Avengers over. Since they were still wanted for treason, he would be a hero.

Then, just as Nefaria had victory within his grasp, everything went wrong. Before the Count had located Captain America, the Avenger had released the Teen Brigade from their cell. Earlier, Nefaria had left the antidote for the paralysis effect which now had Giant-Man, Iron Man and Thor trapped, on a bench opposite Rick's prison, since as soon as Thor had got caught, he had believed that the rest would follow, and had left the antidote in order to taunt the Brigadiers. As we have seen, he had reckoned without Captain America's resourcefulness, and now Rick had freed the other Avengers. More than that, Captain America had used the reflective reverse side of his shield to signal a Naval Destroyer on the Hudson from one of the Castle's windows. The US Military had now arrived, and were lurking in the shadows of Nefaria's castle waiting to hear the Count say something incriminating. He had not noticed their entrance, because he was too busy gloating to the captain. His attention was first drawn to the Avengers restored freedom when Iron Man smashed through the wall, showering him with rubble. Immediately, Nefaria's henchmen fled, leaving him to face Iron Man alone, although Giant-Man, who was waiting for them in the tunnel outside the Dungeon, immediately scooped them up in a net. As the Count attempted to flee via another route, Mjolnir smashed into the equipment banks in front of him, stopping his flight. He turned and faced the heroes. Terrified, Count Nefaria's dignity evaporated and he made a final mistake that destroyed any chance he had of salvaging the situation:

"All I did was send electro-images of you to the Pentagion! It was a joke!! A prank!...If you spare me I'll give you half of my Maggia empire!"

To the listening General waiting in the shadows, this was more than enough to clear the Avengers. Nefaria had lost, and would be deported back to Sicily. But he had won one small, petty triumph; during the fighting, the Wasp had been shot and gravely injured.

The Wasp would recover, but Nefaria's reputation would not. In being deported, he was publicly exposed as a Crime-Lord, thus utterly destroying his family tradition of respectability. Worse still, he would face consequences from his other Family - the standard punishment for failure in the Maggia was expulsion, and although he was the head of his Family, he was not exempt. Soon, he was cast out, with his criminal empire in tatters. He had lost his Family, his reputation and his empire, but he still had his fortune. He now began building a new empire in Monte Carlo, establishing himself as the owner of a casino. He once more began to fund exotic scientific research, and soon, inevitably, his thoughts turned to revenge...

Chapter 3: The Master of Dreams

Following his relocation to Monte Carlo, Nefaria was soon once more funding scientific research and this soon resulted in a device which he could use to exact revenge upon the Avengers without putting himself at risk. A group of scientists in Norway who he funded had invented a machine, which could be used to psychically manipulate the dreams of a chosen target. So powerful was this manipulation that if the machine's target died in their dream, they would die in real life. Count Nefaria decided to test use this device to kill the Avengers one by one. Since they would never know that he was responsible, he would be in no danger of reprisals from their allies or any survivors. However, his previous defeat had taught him not to underestimate the group and despite the apparent lack of risk associated with this method of revenge, he was deeply paranoid about discovery and further humiliation. For this reason, he decided to travel to Norway from Monte Carlo and use the device at the hidden bunker where it had been created. Furthermore, as an added precaution, he decided to disguise himself, just in case there was any chance of discovery - if there was, and he was unrecognisable, he could hopefully escape and dispose of the disguise so that none would know of Nefaria's involvement. Plus, if he travelled to Norway in disguise, he further reduced the risk of being recognised en route. Having decided to take this course of action, the Count disguised himself and adopted the alias of the Master of Dreams.

It seems likely that Nefaria was not overly concerned with his new alias, since he refers to himself as the Dream-Maker and the Dream-Master whilst using it, suggesting that he was not terribly interested in maintaining the guise and confirming, at least in my mind, that it was never intended to be anything more than a convenient crutch for his paranoia about discovery. The physical aspects of the disguise involved a restyling of his hair and beard, and a neat green costume with a billowing blue cape. He even wore earrings! Thus disguised, he promptly moved to the bunker in Norway where his new toy was located and prepared to begin. As his first target, he selected Iron Man. Exactly why he selected Iron Man is unclear, if indeed there was a reason; it may simply have been a random choice. However, during Nefaria's previous defeat by the Avengers, when they had intimidated him into inadvertently confessing his Maggia connection to the U.S. Military, it had been Iron Man who had been the most threatening, and is perhaps for this reason that he was selected first. Furthermore, Nefaria had apparently been trying to destroy Tony Stark for many years, presumably because he would have become a business rival had Nefaria managed to legitimately move to America, and although Stark was not an Avenger as far as the Count knew, it must have been satisfying to target his famous bodyguard. Whatever the reason, Iron Man was soon visualised on Nefaria's highly advanced "world-wide electro-scanner", and the "Dream-Maker" activated his equipment.

Iron Man was working in Stark's lab when the device began to affect him, and suddenly he was dreaming. Nefaria's device allowed him to watch his chosen victims dreams and direct them, and his behest, Iron Man now found himself suddenly atop the Brooklyn Bridge, facing the Unicorn and the Crimson Dynamo. The Unicorn was Russian agent Milos Masaryk, who had been given a costume with a "power horn" fitted atop the helmet, which could fire a powerful destructive blast. The original Crimson Dynamo was another communist agent, Professor Anton Vanko, who had invented a suit of armour similar to Iron Man's own. He had befriended Iron Man and defected, and had been killed by his successor, the second Crimson Dynamo (Boris Turgenov), who had also died in the conflict. It was this second Dynamo who Iron Man now apparently faced. Reacting quickly, he was able to evade the twin attack of these super-powered Russian agents and awoke, realising that it had been nothing but a dream; he supposed that he must have dosed off whilst in the lab. Thousands of miles away, Count Nefaria watched in satisfaction. The test had worked perfectly, and when next he used his machine, Iron Man would again realise that he was dreaming and would drop his guard. Nefaria would program far greater numbers of opponents into the dream, and the Avenger would die, little realising that this condition would be reflected in reality...

Later the same day, Iron Man was in Ireland, visiting the home of his employee and friend Happy Hogan's grandfather. Left alone in the cottage, he was soon vulnerable to Nefaria's main attack. The Dream-Master struck and suddenly, Iron Man was dreaming once more. This time, he was still in Ireland in his dream, but the Super-Villains had arrived... The first of these was the Crimson dynamo again, but Jack Frost soon joined him. Frost was Professor Gregor Shapanka, an ex-employee of Stark's who had been fired for stealing industrial secrets. He had sought revenge armed with a costume capable of generating intense cold, and had been defeated, but this dream Jack Frost was not alone. As Iron Man broke free of the cover of ice, which was now slowing up his armour, Gargantus attacked. Gargantus had been a large alien robot, which Iron Man had destroyed some months earlier; if the presence of the late Crimson Dynamo had not been clue enough, Gargantus' presence was confirmation to Iron Man that he was dreaming. As Jack Frost formed ice beneath his feet causing him to slip, he fell over a cliff, and allowed himself to relax, knowing that he was only dreaming. This was exactly as Nefaria had planned, and once he hit the ground in the dream, he would die.

But sadly for the Count, Iron Man quickly stopped relaxing. Some deeply rooted survival instinct, or possibly a stubborn refusal to accept defeat even in a dream, now galvanised the armoured Avenger into action. He was suddenly unwilling to let his dream enemies defeat him, and with an effort, ignited his boot jets and broke his fall. He then flew back up the cliff face to renew the battle. The astonished Count Nefaria could scarcely believe this defiant streak and quickly made two more of Iron Man's old enemies appear within the dream. The first of these was the Melter - real name Bruno Horgan - an ex-industrialist who had blamed Stark Enterprises for the failure of his business. Seeking revenge, he had made himself a weapon that could cause the molecular bonds within the metal of Iron Man's armour to resonate such that they broke, thus causing the armour to melt. Despite this, Iron Man had managed to defeat him in reality, and now proceeded to do just that in his dream. Dodging the Melter's beam, he moved in close and punched him in the face. Just as the Melter collapsed, the second new foe entered Iron Man's dream in the form of the Black Knight. The Black Knight was Professor Nathan Garrett, an English scientist who had moved to America to teach, but who had secretly been leaking American secrets to Communist China, since he had sympathies with their ideologies and politics. Following a defeat by Ant-Man, he had devised the costume and scientifically-created flying horse of the Black Knight and had launched a criminal career, which had subsequently brought him into conflict with Iron Man. The dream version of the Knight now attacked on his horse, but Iron Man easily dealt with him by blinding him with a smoke bomb, then lifting him from his saddle.

Meanwhile, the Crimson Dynamo, Gargantus and Jack Frost had renewed their attack. This was in response to the manipulation of Nefaria, who was growing increasingly incensed by the Avenger's refusal to just give in and die. However, as he watched, Iron Man melted Jack Frost's ice-making equipment, felled Gargantus by flying into his face at full speed and with his fists extended, and finally over-loaded the Crimson Dynamo's armour by using his repulsors to force the Dynamo's electrical blasts back at him. As the Russian toppled and fell, Iron Man sat on a rock and surveyed his fallen enemies. The self-styled Master of Dreams was furious, and quickly began preparing a second wave of dream-enemies. Unwilling to concede defeat, he programmed his machine to create vast numbers of Iron Man's enemies to send against him in his dreams; eventually, the Avenger would have to give in. Unfortunately, Nefaria was so angry that he was by now overloading the machine, which suddenly short-circuited. Anger suddenly gave way to panic, but it was too late; with a sudden violent eruption, the dream machine exploded, knocking out the Count. In Ireland, Iron Man awoke, and dismissed the dream as nothing more than that, not knowing that he had defeated Count Nefaria from several thousand miles away.

On regaining consciousness, Nefaria extricated himself from the debris of his machine, discarded his guise as the Dream Maker, and returned to Monte Carlo with thoughts of revenge even more deeply entrenched in his mind. By now, he was determined to destroy not merely Iron Man, but his employer Tony Stark. On arriving back at the Casino, he summoned Morgan Stark. Morgan was Tony Stark's cousin, but was considered something of a "black sheep" by his family. One of the reasons for this was his gambling habit, upon which he had frittered away his ample inheritance and which had currently landed him in serious trouble - he owed Count Nefaria a large sum of money. The Count now intended to collect his debt, but not in the way Morgan had expected. Following several threats to Morgan as to what would happen if he did not repay Nefaria, the frightened gambler had written to his cousin, begging for money. Nefaria now informed Morgan that rather than borrowing money from his cousin to pay off his existing debt, he could clear his debt entirely by performing a favour for the Count, and destroying his cousin. Morgan had always resented his cousin's success and despite his initial reluctance, he agreed. Nefaria began to outline his new plan, which once more was designed so that it would not lead Stark's bodyguard back to him if it failed. He now introduced Morgan to another of the weapons that he had sponsored the development of, which was known as a "Visio-Projector". The Visio-Projector was a variation on the electro-image technology with which Nefaria had previously created duplicates of the Avengers. It was designed to generate complex three-dimensional images, which Morgan was to use to discredit his cousin. Nefaria had decided that Anthiny Stark should discredit himself by claiming to have seen aliens, and he ordered Morgan to use the Visio-Projector to make Tony see UFOs. Thus, two days later, Morgan was in America and was ready to carry out his task. After visiting his cousin at Stark Enterprises, Morgan travelled to an isolated stretch of road between the company and Tony's home. A pair of Nefaria's henchmen, who had been sent along by the Count in case Morgan lost his nerve, accompanied him. Morgan then used the Visio-Projector to create a solid, three-dimensional image of a golden rocket just off the road on the edge of the trees, and settled down to wait. As he had expected, his cousin soon drove along the road, and immediately spotted the rocket. Intrigued, he pulled over and went to examine the vehicle. He quickly decided that it may be dangerous, and drove to a telephone booth to alert the C.I.A., just as Morgan - and Count Nefaria - had hoped. But before Morgan could switch off the image, his cousin returned, in the guise of Iron Man. Not knowing that Tony and his bodyguard were one and the same, Morgan soon saw an opportunity to turn the situation to his advantage and discredit Iron Man as well. He maintained the image as Iron Man began to examine it, and as the Avenger entered the rocket, the sight of a ticking thermonuclear device greeted him. Existing quickly, he flew away and changed out of his armour. By the time he returned to warn the newly arrived C.I.A. agents, Morgan had deactivated the Visio-Projector, leaving a stunned Tony to explain why he had called out the authorities on a wild-goose chase. So far, Nefaria's plan was going exactly according to plan.

The following day, a fatigued Anthony Stark was again subjected to the Visio-Projector. He suddenly spotted a large alien craft hovering outside his window, and summoned "Happy" Hogan to his office, eager for a witness. By the time Hogan arrived however, the image had been dispersed. This time, it was not the C.I.A. who witnessed Stark's confusion, but the press. As he explained what he had seen, he merely served to cast doubts upon his sanity and thus discredit himself in the eyes of the media. Within hours, the news had reached one Senator Byrd, a long-time opponent of Stark's in the Government who distrusted the billionaire playboy and felt that Stark Enterprises should not be handling top-secret Government contracts anymore. Stark's apparent mental instability was just the excuse he needed to convince his fellow Senators and he decided to propose a resolution to the effect later that day. Meanwhile, Stark's alter ego was determined to prove that he had genuinely seen something, and he had returned to the roadside where he had previously seen the rocket. Morgan had expected that his cousin would send Iron Man, and he was lying in wait, intending to continue his side-project of discrediting Iron Man. As the Avenger started to scan the skies above, Morgan fired another of Nefaria's toys, which was known as an "Ionospheric echo ray", into the air. It was designed to create a flare of light high up in the atmosphere, which would look like a UFO. Iron Man spotted it immediately. At this point, Count Nefaria's plan was close to success. Tony Stark - and Iron Man - would continue to see UFOs until they were objects of ridicule in the eyes of the press and the Government, and Stark Enterprises would eventually be ruined. It is to Nefaria's that this plan may well have worked were it not for an entirely unpredicted and unlikely coincidence from an entirely outside source. Immediately after spotting the flare in the ionosphere, Iron Man spotted another close by it; the Froma had arrived.

The Froma were a genuine alien race that hailed from the planet Chize in the Delee star system. They were green-skinned humanoids whose society was ruled by corporations, and they were currently seeking to expand their small empire. A scouting party of Froma had established a small spearhead on the Moon, and four of their number had travelled down to Earth in a scout-ship to explore. By an unfortunate twist of fate, the names of two of the Froma translated into English were Edam and Gouda. As their saucer-shaped craft landed near to Iron Man, he felt the heat from the exhaust and knew that on this occasion he could not be dreaming. As the Froma, intent on a hostile takeover, fired their weapons at the Avenger, he dodged and fought back. Despite the Froma's weapons and their ability to levitate psionically, Iron Man was nevertheless a match for them. They quickly realised that if all of Earth's inhabitants were as powerful as he, they would stand no chance. Deciding to abandon earth, they returned to their craft and fled. As they departed however, they had spotted Morgan, who was watching the proceedings in stunned disbelief. They intended to take him with them as a souvenir, but Iron Man quickly dissuaded them. However, Morgan had now been revealed, and although he convinced Iron Man that he had been searching the area for clues with which to clear his cousin's good name, he was now forced to act as a witness to what Iron Man had seen.

By this time, Earth had seen several invasion attempts, most notably by the Skrulls, and despite extensive cover-ups by the Government, aliens were not unheard of. Consequently, Senator Byrd accepted Morgan's eyewitness description of the alien incursion, and reluctantly agreed that his colleagues in the Government would be unlikely to censor Stark as a result. With Morgan having cleared his name, Tony was eager to show his gratitude and had his cousin flown back to Monte Carlo on a private Company aeroplane, attended by two members of Tony's staff. He also gave him enough money to pay off his debts. Two days later, he was back in Monte Carlo and face to face with Count Nefaria once more. We do not know what Nefaria did to punish Morgan Stark, although we do know that he did not have him killed at least. It seems likely that even the ruthless Nefaria realised that Morgan was not to blame, and accepted the money owed him instead, although it also seems likely that he caused Morgan at least some discomfort - he had a low tolerance for failure, as we have seen. With the failure of his scheme to discredit Iron Man, the Count now began to consider his next move. Revenge had proved unproductive, and as we have seen, the explosion of Nefaria's dream machine could have been potentially fatal. He now abandoned such plans and chose instead to concentrate on new schemes. After being the most powerful Crime Lord in the world, Nefaria was soon tired of merely running a casino. It had allowed him time to plan and to lick his wounds, but he now wanted once more to be truly feared and respected. We have seen previously his concern for his family's tradition of respectability, but since he had been publicly denounced as a Maggia Crime Lord this was lost forever. Whilst pondering this he must suddenly have had a revelation, for he now suddenly seemed to realise the implications of this; with no hidden connections left to expose, Nefaria could openly do whatever he wanted, so long as he was in a position so powerful that nobody would be dare to try and stop him for fear of the consequences. With this in mind, he was soon planning one of the most audacious acts of extortion of the century...

Chapter 4: The Siege of Washington

Count Nefaria's new plan was on a truly grand scale and was one that he could not implement alone. He now began to set about regaining control of the Maggia. Exactly how this was achieved is unclear, but it seems as though his new Maggia Family was composed entirely of American operatives; given that the rules governing expulsion from the Maggia had been written by the European founders of the organisation, it seems likely that these American Maggia agents were willing to work for Nefaria despite his past defeats. After all he was still extremely wealthy. Soon, Nefaria had established a new, albeit humble Maggia family in America, where he had now temporarily relocated on board a privately owned luxurious Ocean Liner. The next stage was to recruit five so-called Super-Villains to act as lieutenants in his new Maggia. The five he selected were the Eel, Plantman, the Porcupine, the Scarecrow and the Unicorn.

The Eel was Leopold Stryke, an ex-aquarium curator who had grown bored with his life and had turned to crime. He had devised an insulated costume that could generate electric charges strong enough o stun or kill a human, and he had coated this costume with a greasy substance, which made him extremely difficult to hold onto. He had named himself the Eel and had embarked on his criminal career. Weak-willed and easily lead, Stryke was nevertheless reliable and thus made a perfect underling. The second of Nefaria's new lieutenants, Plantman, was English amateur botanist and former gardener Samuel Smithers, who had invented an experimental "plant-ray gun". This had been unexpectedly energised by what appeared to be a bolt of lightening, but was actually a beam sent by the alien race of plants known as the???????. This had empowered the gun, allowing Smithers to animate and control plant-life and he had soon embarked on a criminal career. Despite his bizarre Modus operandi and eccentric alias, Plantman had a vicious streak and would establish himself as a life-long career super-criminal. The Scarecrow was the third of Nefaria's new henchmen and he was a professional thief. His real name was Ebenezer Laughton and he was an ex-sideshow performer, having made a living as contortionist "Umberto the Uncanny". His skills as a contortionist made him naturally able to negotiate small gaps such as tiny open windows, which perfectly suited his life as a thief. A team of trained crows which he had taken with him from the circus sideshow and which obeyed his every command further assisted him. In the future, Laughton would become psychotic and turn from burglary to mass murder, but for the moment he, like the Eel, was easily lead and was an ideal lieutenant. The fourth lieutenant was the Porcupine, real name Alex Gentry. He was an ex-weapons manufacturer who had designed his quill firing, armoured Porcupine battle-suit for the American Military, but had began to suspect that they would not pay him the suit's true value. He had kept it for himself and had used it to launch a career as a costumed criminal. After several defeats at the hands of Ant-Man and the Wasp, he now eagerly accepted Count Nefaria's offer of employment. The final lieutenant was the Unicorn whose origin we have already discussed in the previous Chapter. He had remained in the USA following his defeat at the hands of Iron Man, and agreed to work for the Count as a member of his new Maggia. However, he was far more independent and outspoken than his four fellows and although Nefaria knew that each of his lieutenants considered himself a potential Maggia leader and thus could not be trusted, the Unicorn in particular would prove to be something of a wild card in the Count's plans.

With these five super-powered flunkies working for him, Nefaria was now nearly ready to begin. His contract scientists had created a new type of force field, which could be projected over an entire city. Once created, it took the form of a crystalline dome, through which nothing and nobody could pass without the operators consent. The dome was formed out of pure energy, despite its seemingly solid appearance, and I hypothesise that it was the product of the same solid image technologies upon which the Visio-Projector was based. Interestingly, Nefaria claims to have personally had a hand in the invention of this dome, and if true, this implies that Luchino's life-long interest in exotic science had earned him no small measure of knowledge. Certainly, he announces that he designed the machine that controlled the dome so that no one other than himself can disperse it, and he will later describe the device as a crowning achievement of his life. Count Nefaria intended to form this impenetrable shield around Washington DC, and hold the city to ransom for the sum of one hundred million dollars. This was the crux of his plan, and the reasons for it were two-fold. The primary objective of this project must have been to restore his reputation in the criminal underworld, and more specifically, the Maggia. Holding the Capital city of America hostage would undoubtedly do this. Secondly, in funding the dome and hiring his five lieutenants, Nefaria had been forced to invest a large proportion of his fortune in the project. He wanted to both cover these costs and make a healthy profit. Soon, all was ready, except for one final and essential aspect of his plan; he required scapegoats. The reason for this was simple, because although he was now willing to take a personal hand in such projects since he no longer had a veneer of respectability to maintain, he did not want to spend the rest of his life on the run from the America intelligence agencies. He needed to cast the blame for Washington's ransom on somebody else. The group he selected was the group of outlaw mutants known as the X-Men.

Mutants were a sub-species of humanity more properly known as Homo sapiens superior. They were possessed of a gene known only as the X-factor, which granted them bizarre super-human powers, usually when the reached puberty. Although a handful of mutants had existed for many years, it was only now that their population was rally starting to expand and bringing them to the attention of the public. The public's response was fear and distrust. The reason for this fear was simple - anyone could be a mutant. The thought that a person's neighbour, or colleague, or even relative could secretly possess powers with which they could easily kill or destroy property terrified the American public and bred paranoia. Super-humans such as the Avengers who had been granted super-powers by an outside force did not engender this paranoia for a very simple reason - their powers had not sprung from the gene pool. Thus, they were not seen as the next stage of evolution, and did not pose a threat to the continued existence of the human race. Mutants were feared because many saw them as a new species that would eventually replace mankind, and that notion terrified people. That fear led, inevitably, to persecution. The infamous mutant Master of Magnetism Magneto, who believed in his people's superiority and sought to lead a mutant revolution, aided by his ironically titled "Brotherhood of Evil Mutants", did not help to alleviate this distrust. The X-Men had clashed repeatedly with Magneto, but despite this, the Master of Magnetism's campaign of hate left a far more lasting impression on the public than did the X-Men's heroism, and they were also seen largely as a menace. This made them ideal for Nefaria's plans.

The five X-Men who had been assembled and trained by Professor Xavier were field-leader Cyclops (Scott Summers), who could fire hugely powerful "optic blasts" from his eyes, which he kept in check using a ruby-quartz visor designed by the Professor; Marvel Girl (Jean Grey), a telekinetic and currently the only female "X-Man"; Beast (Henry "Hank" McCoy), an articulate young man gifted with super-human strength and agility, the latter in part thanks to his prehensile toes; Angel (Warren Worthington III), whose feathered wings granted him not only the ability to fly but also a degree of manoeuvrability in the air that was unmatched by anyone else; and finally the youngest, Iceman (Robert "Bobby" Drake), who could generate extreme cold, create ice structures, and coat his body in a layer of ice. Since Nefaria suspected that these X-Men were criminals, as the American media widely reported, he decided initially to approach them with an offer of alliance, since although he still planned to use them as scapegoats, it would be far easier to do this if they were willing accomplices to his plans. He therefore sent his five super-powered lieutenants to approach the X-Men and bring them to him unharmed. To assist in their location and capture, he arranged for an image of Marvel Girl to appear over Central park in New York, the city in which he correctly believed the X-Men to be located; he was certain that this would be reported by the press, and that this would bring the X-Men to the park. He was correct, and as luck would have it, the mutants were at that very moment enjoying some leisure time by shopping in Greenwich Village. As soon as the image of Marvel Girl was spotted, it was reported over the radio that: "one of the mysterious X-Men has been seen flying in the vicinity of Central Park". Marvel Girl overheard this bulletin whilst in Grand Central Station and was immediately intrigued. She had just left Warren, and therefore knew that he could not be the X-Man in question; however, she was the only other X-Man who could fly, thanks to her telekinesis, which enabled her to levitate. Hailing a taxi, she was soon at Central park and had changed into her blue and yellow uniform. The park was virtually abandoned, since the public had been scared away by the reported sighting of a mutant, just as Nefaria had intended. Almost immediately, the trees around Marvel Girl dipped their branches and seized her in their grasp; emerging from his hiding place, Plantman looked at his handiwork with satisfaction and introduced himself to Marvel Girl. He then swiftly immobilized her with a dose of chloroform, and the first X-Man was a prisoner. Elsewhere, Angel had also arrived, in response to a further bulletin, which reported another X-Man in Central Park. On this occasion the image used was that of Angel and Warren actually spotted this intangible doppelganger as he approached. As he swooped to investigate, the Scarecrow stepped out from the bushes and hailed him; Angel flew down towards the bizarre figure and was quickly ensnared in a net carried by the Scarecrow's trained crows. The net had been designed by the Scarecrow to adhere strongly to anything caught within it, and Warren was totally unable to free himself. As he lay entangled, a pair of Maggia agents ran forward and bundled him up. Now, only three X-Men remained at large.

The next to fall was the Beast, who had been visiting his girlfriend Vera when he heard the reports of X-Men sightings. He was also with Iceman, who was seeing Vera's friend Zelda, and he left it to Bobby to make excuses whilst he went to investigate, since the two ladies did not know that their two friends were X-Men. Soon, McCoy was in Central park Zoo, and was quickly attacked by the Porcupine. Literally leaping to the attack, the Beast sprang at Gentry, but the criminal caused the quills on his armour to stand upright, painfully meeting the mutant's bare feet. As the Beast renewed his attack whilst balancing on his hands to spare his tender soles, the Porcupine set a "hypnotic disc" spinning and soon mesmerised his foe; entranced by this, the Beast was soon hog-tied by more hidden Maggia agents. Inevitably, Iceman was growing worried about his friend and he too now entered the virtually abandoned park, gliding along on an ice-slide. Quickly spotting an image of himself travelling in the same fashion, he pursued it, and soon came face to face with the Eel. Iceman instantly encased Stryke in a block of ice, but the Eel destroyed it with a powerful electrical jolt. Just then however, an optic blast felled the villain; Cyclops, who had been wandering around the park with increasing trepidation, had stumbled across his friend just in time. Before the two remaining X-Men could capitalise on this victory, the most dangerous of Nefaria's lieutenants emerged from the bushes, and against the armour of the Unicorn, even the optic blasts of the X-Men's field leader could not prevail. However, as Cyclops dodged the Unicorn's retaliatory blast, Iceman, who had been ignored by Masaryk, encased the Unicorn's head in a block of ice. Unfortunately, before the two X-Men could press their advantage, the Eel, who had recovered consciousness, felled Iceman with an electrical blast, and whilst Cyclops was distracted, the Unicorn used his power-horn to melt the block of ice around his head; he then stepped up behind Cyclops and fired energy blasts from weapons built into the palms of his gauntlets. The Eel and the Unicorn now picked up their prostrate captives and transported them to Nefaria's cruise liner at the docks. With the other lieutenants and their prisoners on board, it now set sail along the coats, and had soon arrived at Nefaria's current headquarters.

Thirty minutes after arriving, the five lieutenants were assembled around their employer, and were reporting the names and conditions of their captives; whilst Nefaria was satisfied with Plantman, the Scarecrow and the Porcupine, he was rather less pleased with the Eel and the Unicorn, who as we have seen had actively stunned Cyclops and Iceman into submission, thus contravening the Count's orders that they were not to be harmed. Furious, he threatened the pair with grim reprisals should either of the mutants they had apprehended be harmed. However, as one of his Maggia agents reported that the mutants were secured in the dungeon but otherwise unharmed, he let the matter rest. He had learnt something important though - the Unicorn had reacted aggressively to being criticised and whilst Nefaria did not trust any of his five super-powered flunkies, it was now obvious that if any of them challenged him, it would be the Unicorn; none of the five liked him, but they did not trust each other enough to unite against him. Masaryk however might well act alone.

Nefaria now visited the captive X-Men. They had been bound hand and foot, and in Cyclops' case a band of metal had been fastened around his head to cover his eyes. The Count now offered the X-Men an alliance - work with the Maggia and they would soon gain revenge against the world that hated them. It was the Beast who responded for the group, and he made their refusal plain. But if the Count was disappointed, he did not show it, instead smugly assuring them that would join him whether they liked it or not - he had prepared for their refusal and now confidently informed them that he intended to ransom Washington DC and that the X-Men would collect the ransom on his behalf; even if they remained in their dungeon throughout the operation, he confidently assured them that the world would hold them responsible. Refusing to believe that Nefaria could capture and hold an entire city, the X-Men reiterated their refusal. Leaving his captives with one hour in which to reconsider, he now went to his control room and summoned up and image of Washington on the monitor of the force-shield control panel. It was time to begin.

With his target in sight on his screens, Nefaria now activated the force-field device in the creation of which he had himself participated and watched the results with glee. In Washington, the citizens looked up as the sky began to fill with strange flickering particles. As they watched, these eerily glowing particles congregated like fireflies and suddenly the entire city was encased in a flattened crystalline dome, as transparent as glass but utterly impenetrable. Very soon, the military had been called in to examine the barrier, but had quickly realised that nothing short of a tactical nuclear device stood any chance of smashing it, and the use of nuclear weapons in this situation was unthinkable. With America now alerted to the severity of the situation, Count Nefaria was ready to make his demands. Using the same technology that he had previously used to create images of the Avengers in the Pentagon, he now generated images of the five X-Men on the steps of the Capitol building. Entering the building, the fake mutants announced to the Government officials within that they had caused the dome to appear and that they would only disperse it if they were given certificates worth one hundred million dollars. If this ransom was not paid within three hours, the crystal dome would have absorbed all of the oxygen within it and the city would suffocate. With this revelation, we see the true audacity of Nefaria's plan, as he is willing to risk the lives of three-quarters of a million people to further his own ends. It is a level of ruthlessness previously alluded too but never actually demonstrated and it emphasises just how this arrogant nobleman had become such a feared crime lord within the Maggia. With his demands made and the X-Men held responsible by the world, he settled back to await the US Government's inevitable agreement.

Meanwhile however, the real X-Men were escaping. Although Nefaria had ordered their shackles to be designed such that Marvel Girl could not telekinetically open them without having studied them beforehand, he had failed to order the same precautions for the metal band covering Cyclops' eyes. Jean now telekinetically prised it opened enough for him to be able to blast it off his head. He then destroyed his manacles and freed his teammates. They then sent a telepathic distress call to their mentor Professor Xavier, informed him of the situation, and asked for instructions on how to proceed. The group then set out to find Nefaria. Just as they did so, they overheard the news he had just received; the Senate had agreed to his terms and had arranged for a special appropriation to be collected by the X-Men when the three-hour deadline had elapsed. Quickly, Cyclops stepped into the room and informed Nefaria that they had agreed to help him and that they would collect the money. Luchino was surprised that the X-Men had escaped, but quickly regained his composure. He welcomed their decision, but certainly did not trust them, and informed them of an extra safeguard built into his device - only he knew how to manipulate the dome's controls so as to dissipate it, and any incorrect manipulation of the controls would cause the destruction of the dome's contents. Having thus ensured that the X-Men could not attempt to trick him at this juncture, he escorted them to a waiting panel truck, which would take them to the one place in the dome where they could breach it and collect the ransom. As soon as they had departed, Nefaria contacted his lieutenants and ordered them to begin "Plan C", which was to follow the X-Men and monitor them closely in case they attempted to double-cross him. He had prepared this plan much earlier, when he had initially hoped to obtain the mutants' cooperation.

By this stage however, events were starting to conspire against Nefaria. Firstly, the Unicorn, the Porcupine, the Eel, the Scarecrow and Plantman had decided to betray him, despite his belief that they distrusted each other too much to unite. The lure of $100,000,000 was great enough to persuade them to cooperate and they were now planning to relieve the X-Men of the money once the mutants had left the dome with it. Secondly, Nefaria had an unwanted, but undetected visitor in the form of Professor X's astral body. This intangible shade represented Xavier's mind and could go anywhere, although it had the disadvantage that when in this form, his physical body was left comatose and defenceless. Now, he was secretly watching Nefaria as the Count operated the dome's controls and opened a portal to allow the X-Men access. Believing that he was alone, Nefaria was talking to himself and gleefully outlining his future plans - with the ransom money, he would return to his castle in Sicily and rebuild the Maggia into the most powerful criminal organisation in the world. All of his lost power and influence would be regained, and as he watched the X-Men pass into Washington, his goal seemed ever nearer.

Soon, the X-Men were inside and ready to make the collection. It was the Angel who took possession of the briefcase containing large-denomination certificates redeemable in gold anywhere in the world, swooping down and snatching it from the grasp of the waiting Congressman. As soon as he saw this, the watching Count Nefaria, ever true to his word, adjusted the dome's properties so that it would not absorb the city's oxygen. Before the mutants could leave the city however, they were attacked by a mob of panicking citizens. Since the X-Men were unwilling to actually harm the public, they were soon fighting a rear-guard action just to keep themselves free. Just then, help arrived in the unexpected form of Nefaria's lieutenants. Their self-appointed leader the Unicorn had suspected that something was wrong when the X-Men had failed to return to the portal in the dome, and he had lead his fellows to their aid. After routing the attacking citizens, the Super-Villains confronted the mutants and the Unicorn ordered Cyclops to hand over the briefcase containing the ransom, informing Summers that he would take it to the Count. Cyclops realised immediately that the Unicorn and his allies were planning to betray their employer, and since the X-Men had their own plans for the Count, a fight soon broke out between the two groups.

Meanwhile, Nefaria was watching all of this from afar, with mounting disgust. Swearing that the Unicorn would pay for this treachery, he created images of tanks and troops around the Russian, who had left the battle and was fleeing with the briefcase. Refusing to surrender to the military however, Masaryk fired a horn-blast at the tanks, which instantly vanished. Realising that Nefaria was attempting to trick him, the Unicorn ignored the remaining forces and flew towards the dome using the jets in his boots. However, before he could reach the portal, he encountered a real armoured tank unit, and believing it to be another illusion, ignored it. He soon regretted this, as a tank shell struck him in mid-air; whilst the energy field that permeated his costume protected him from harm, he dropped the briefcase, straight into the arms of the pursuing Cyclops. Passing this to Jean, he went to rescue the other three X-Men who were by now tangling with the military. He ordered her to take it back to the rendezvous point, which was the panel truck they had arrived in, but by the time the four men caught up with her, the truck was vanishing into the distance; with the briefcase on board, Nefaria had ordered the driver to set off back, having no further interest in the other X-Men. Wearily, Cyclops, Beats, Angel and Iceman set off on foot away from the dome-encased city in pursuit of the truck.

Meanwhile, Plantman, the Porcupine, the Scarecrow and the Eel, were also departing. The military had attempted to stop them, but they had easily overcome them, and since they had seen the X-Men depart with the briefcase whilst they were occupied with soldiers, they decided to make their exit from both the dome and the entire affair. They knew that Nefaria would be long gone by the time they reached his base and elected to quit whilst they had committed no crime for which they could be easily prosecuted. As they left, the wondered briefly what had become of the Unicorn? In his warehouse base, Nefaria was awaiting the return of Marvel Girl. Unnoticed, a mysterious masked figure had entered his base, and was silently approaching his control room, stopping his guards in their tracks with a single glance. By now however, she was wondering what Professor X's plans were; when he had telepathically contacted them earlier, he had ordered them to go along with Nefaria's plans, but had said no more, and his students knew that he would not let the Count get away with the money. As yet however, the X-Men had received no further instructions. The Professor's plans were about to become abundantly clear however...

Eagerly, Nefaria seized the briefcase from Marvel Girl. She had demanded that he disperse the dome, and he promised that he would. However, he also informed her that for his own safety, he had set the dome's oxygen-depleting particles to reactivate within five minutes of her entering the room, and he would only switch this off if she handed over the briefcase and promised not to harm him. Reluctantly, she agreed. As she did so, she noticed the mysterious intruder silently entering the room behind the Count, but remained quiet. She suddenly realised who he was, and as she watched he moved over to the dome's controls, just as Count Nefaria noticed him also. To the Count's horrified disbelief, the stranger immediately began to expertly manipulate the controls, swiftly dispersing the dome. It was unthinkable that he could have learned the sequence for safely doing this, and yet somehow, impossibly, he was doing it. Nefaria quickly lunged forward to stop him, but was held back by Marvel Girl's telekinesis, even as the figure further manipulated the controls. Then he twisted the controls randomly, triggering built in defence protocols and causing the circuitry within the control panel to melt. Forced to watch the destruction of the equipment of that he had helped to build and design and of which he had been so proud, Nefaria nevertheless decided to make his exit rather than stay and confront this mysterious enemy. Seizing the briefcase containing the certificates, he fled whilst marvel Girl was distracted. Just as he had left, the other X-Men arrived and greeted both Marvel Girl and the masked stranger; it was Professor Xavier.

The X-Men's wheelchair-bound mentor had recently developed a set of lightweight metal braces, which allowed him to walk for several hours until the power-source needed recharging again. He had learned how to operate Count Nefaria's device whilst watching the mastermind earlier, when he had been present in his astral form. He had planned something of the sort ever since the X-Men had contacted him from their prison, and it was for this reason that he had ordered them to cooperate with the Count. But as he relaxed and began to smoke a pipe, Iceman pointed out one apparent flaw in his plan - Nefaria had escaped with the money. On board his ship, which was now speeding away form the harbour, the elated Nefaria was clasping the briefcase to him in delight. Just as he was about to open it however, the Unicorn arrived, having flown over to the ship thanks to his boot-jets. His power-horn was exhausted, but he was physically strong enough to wrest the briefcase from Nefaria. The Count was in far too good a mood to let Masaryk spoil things now however, and rather than fight he suggested that they share the money. But whether or not the Unicorn would have agreed and whether Nefaria would have later attempted to get his half back is something we shall never know - suddenly, the briefcase vanished. With sudden dread, the Count realised what had happened. Before he had destroyed it, the stranger (who he did not know to be Xavier), had used Nefaria's own technology against him to create a short-lived three-dimensional and tangible image of the briefcase, and had somehow exchanged this for the real one, which he had slid under the table in Nefaria's control room, and which the X-Men were now recovering. Hoist by his own petard, the Count could do little but wait in bitter disappointment as the coastguards who Xavier had earlier alerted intercepted his ocean liner and apprehended both him and the Unicorn. The X-Men had won.

What followed must have been a spectacular, yet speedy trial. Not content with deportation, the American Government this time wanted Nefaria to face charges in the USA and quickly had him up in a court of law. Forced to confess that he had masterminded the entire affair, and also that he had framed the X-Men, he now suffered the indignity of imprisonment. Worse still, he had lost the support of his new Maggia and a significant part of his fortune. For several months, he languished in prison, but eventually, inevitably, he escaped. Exactly how he did this is uncertain, although it is quite possible that he was rescued by an old friend or ally within the criminal underworld. We can speculate that he engineered this himself however, since whilst in prison he received news of considerable importance to him. Byron Frost had died. Seeing the advantages in this, Count Nefaria now decided to contact his daughter.

Chapter 5: Valhalla

Whitney Frost had grown up to be a happy, contented young woman who had achieved much. Her adoptive father had sent her to the best schools, given her every advantage he could, and had generally pampered her throughout her life. By the time Byron died, she was happily engaged to one Roger Vane, an up-and-coming lawyer who had aspirations to be a Congressman and eventually a Senator. All of this ended on the day of Byron's funeral. As soon as news of his death reached Nefaria, the Count orchestrated his release from prison and made his way to Whitney's home; so swiftly was this arranged, that he was waiting for her when she returned from Byron's funeral. Having lost the support of the Maggia for the second time, Nefaria wanted Whitney to replace him as its leader. Rather callously, he informed her that she was grieving needlessly, since the man who had raised her was not her father, and he handed her documents to prove it. However, since he claimed to know "how emotional women are", he also played Whitney the tape he had ordered Byron to record long ago when he had first handed his daughter over to him, in case she refused to believe the evidence of these documents. In something of a hurry, the Count then followed up this bombshell with the news that he wanted to train Whitney to be the new leader of the Maggia. All of this was too much for Whitney, who fled from him. He let her go, knowing that she would go to her fianc�, and knowing what Vane would do once he learnt of her past... Sure enough, within minutes of telling Roger what had just transpired, the suddenly flustered lawyer, rather than comforting his distraught girlfriend, quickly remembered a prior engagement and made his exit. Whitney never heard from him again. As Nefaria had guessed, he was unwilling to let his supposedly future wife's criminal connections jeopardise his career and abandoned her. She waited to hear from him for months, before finally realising this, and with nowhere else to turn, she went to her father's ancestral castle in Sicily, where he had returned following his escape from prison. Delighted that she had come to him, the Count spent several more months training her, channelling her hurt over Byron's death and Roger's betrayal into a profound bitterness that transformed her into a ruthless and powerful crime lord. Finally, with her more than fulfilling any role he had once wanted a son for, he sent her back to America and she took up the position of Big M, leader of the American Maggia family he had established. He then decided what his own next move would be.

Although still rich by most standards, Nefaria's attempt to ransom Washington had cost him dearly, and he had lost a large percentage of his fortune. He elected to gamble a large share of his remaining funds on another grand extortion scheme, which if successful would bring him untold of riches. He decided to hold not a single America city, but instead the entire world to ransom. The key to this was the Norad Command Centre at Valhalla Mountain, Colorado. Norad was the North American Air Defence Command, and the Norad War Room at Valhalla was the focal point from which America's entire inventory of nuclear missiles could be launched. The base was incredibly well defended, equipped with complex weapons systems and so well fortified, partly by the natural barrier of Valhalla Mountain itself, that it could withstand a 100-megaton thermonuclear bomb. It also housed an extensive armed force stationed there purely to defend it from attack. From the outside it was practically impenetrable. Somehow Nefaria had obtained plans of the Norad War Room and control centre and knew that if someone could get to the War Room they could flood the entire base outside that room with anaesthetic gas. This would render the army stationed there unconscious. This then was the paradox - the base could be taken from within, but it was impossible to reach the War Room from outside through any conventional means, and the entire base personnel had been carefully selected for their loyalty to the United States Military. This ruled out the possibility of employing an inside agent. Nevertheless, Nefaria was confident that he could take the base, for the simple fact that he had access to technology that was anything but conventional; his scientists had either developed or acquired teleport technology. Although several criminal masterminds at that time had teleport technology, most notably the Chinese potentate known as the Mandarin and the infamous Latverian Dictator Dr. Doom, it was not widely recognised and thus the Norad Control Centre was not shielded against it. Nefaria knew therefore that he could travel straight to the War Room, flood the base with the anaesthetic gas, and seize control. However, the War Room itself was manned and he had no intention of personally attempting to deal with its staff. Instead, he once more decided to employ super-villains as assistants. This time he selected the Ani-Men.

The Ani-Men were a group of four criminals who had been recruited by small-time criminal mastermind the Organizer, real name Abner Jonas, a New York Mayoral candidate who had been attempting to secure this position. He had given the four men animal-based costumes which matched their natural abilities. They were Ape-Man, real name Gordon "Monk" Keefer, who was naturally very strong and a talented hand-to-hand fighter; Bird-Man, real name Henry Hawk, whose costume's wings allowed him to glide; Cat-Man, real name Horgan Townsend, a natural acrobat; and Frog-Man, real name Fracois "Frog" le Blanc, a talented athletic-level jumper and expert frog-diver. None of these men actually had super-human abilities, but Nefaria intended to change that. Using Maggia technology that he presumably obtained thanks to his daughter, he subjected the four Ani-Men to a process which gave them animal-like physical forms and super-human strength, speed, agility, and in Bird-Man's case wings which allowed him to fly. He also recruited a fifth Ani-Man, in the form of Veronica Dultry, whom he re-named Dragonfly, and who was given large insect-like wings, which allowed her to fly, and a hypnotic gaze that enabled her to dominate the wills of others. Transforming these five in this way served two purposes. Firstly, it gave them genuinely formidable powers, which would make the take over of the Norad Command Centre far easier. Secondly it dehumanised them via a process that only Nefaria could reverse, thus ensuring their loyalty to him if they wished to regain their humanity; the Count had learned from the Unicorn's betrayal... To remind the Ani-Men of this, he gave them derogatory code-names, although the only ones we hear are Frog-Man's ("Croaker") and Ape-Man's ("Gort").

All was now ready, save for one last detail. The teleport technology that Nefaria was using could only get him and the Ani-Men past Valhalla's heavy fortifications if a beacon was activated inside the base itself. Although the base was not actively protected against such technology, the thickness of the walls of the base and the surrounding rock of the mountain meant that it would not be easy to teleport inside accurately without a focus. Nefaria achieved this by sending a small electronic box with a button marked "press me" on it, to a randomly selected member of the War Room staff, who happened to be called Harris. Soon enough, the parcel arrived, and was innocuous enough to get past security. Unable to resist his own curiosity, Harris pressed the button, and the Ani-Men appeared in the War Room. The War Room Staff was easily overcome, as were the armed guards who appeared in response to the intruder alarms. With the door sealed, the Ani-Men now turned to great Count Nefaria who had arrived shortly after them. Cat-Man was concerned that they would be unable to hold off an army, at which point the triumphant Count pressed the button that would flood the base with gas. Soon, the entire Norad Control Centre personnel were unconscious and Count Nefaria was in control. He now settled himself at a Control panel and activated the Doomsmith Command System, thus giving himself complete control over America's nuclear armoury. Finally, he made his demands to the American Government. Nefaria's demands were simple; he wanted every nation of earth to pay him a ransom, the amount of which would be determined by each nation's ability to pay. If his demands were not met within three hours, he would launch the nuclear payload and lunge the world into World War Three. The Government knew that if he carried out his threat, he would die along with most of the rest of the world, but they were uncertain whether he would care about this; realising that they could not take the risk, they knew they would have to attempt to meet his demands. But getting every nation on earth to agree to his terms in three hours would be virtually impossible, and so they turned in desperation to the Avengers. Despite the severity of the situation, the Avengers were currently engaged in business which was even more threatening and could not free themselves from it to stop Nefaria. However, the Beast was currently an Avenger, and so he contacted his old teammates, the X-Men. The mutants agreed to help, and soon they were speeding towards Valhalla in their customised jet, the Blackbird.

The X-Men had undergone roster changes since Nefaria had last encountered them, and this was not the team he knew. Cyclops was still the field leader, but the other four originals were absent - as we have seen, the Beast had joined the Avengers, and Marvel Girl, Angel and Iceman were enjoying a break from the trials of superheroing. Instead, Colossus, Thunderbird, Banshee, Storm, Nightcrawler, and Wolverine accompanied Cyclops. Colossus was a well-built Russian named Piotr Rasputin, whose mutant ability was to turn his body into a form of organic steel. This made him virtually invulnerable and also enhanced his strength to formidable levels. Quiet and artistic, Piotr, or Peter as the other X-men called him, was a friendly and thoughtful member of the team. Thunderbird was a Native American (real name John Proudstar) whose abilities were enhanced strength, speed and agility. His powers were less pronounced than his teammates' and this made him insecure and difficult. As we shall see however, he would soon redeem these less desirable qualities... Storm was Ororo Munroe, an American-born woman of Kenyan ancestry who could control the weather. She had spent much of her early life as a thief in Cairo, and had later been worshipped as a Goddess by the tribes of the Serengeti, after her powers had manifested themselves. She was one of the most powerful X-Men and would one day lead a team of the mutants. Banshee was an Irish-American and former police officer named Sean Cassidy, who had a powerful sonic scream, which could rend metal and drive a human insane. It also enabled him to fly. In his forties, he was one of the oldest X-Men. Wolverine however, was probably older. He was a Canadian whose only known real name was Logan, and he had a long and complicated past much of which he could not remember. His mutant ability was a healing factor that allowed him to survive almost any wound, but his real abilities lay in his claws and fighting prowess. He had been subjected to Canada's Weapon X program, which had sought to turn him into a human weapon, and as a result of this, the indestructible metal adamantium had been bonded to his skeleton at a molecular level. His claws were forged out of adamantium, and were retractable, being hidden in his forearms when not extended. They were razor sharp and could cut through almost anything as long as he could get enough momentum behind them. As well as all of this, he had an almost feral nature at times and would often be taken over by a berserker rage during the heat of battle. He was dangerous and uncompromising, which made him a truly formidable fighter, but he also had a sense of honour and desire to keep his animal side at bay, which made him a loyal and valuable team-mate. Finally, German born Nightcrawler was Kurt Wagner, a teleporter who was one of the most distinctive members of the team thanks to his blue fur, forked tail, and three-digit hands and feet. He was a deeply religious man who had been persecuted for his appearance many times in the past and was keen to embrace Xavier's dream of equality. This then was the team of X-Men who now raced towards Valhalla.

As the X-Men arrived, they were challenged by the US Air-Force and explained that they were responding to the Avengers' distress call. General Fredericks, who was in charge of the armed squad who were monitoring Valhalla, was unsurprised to see them given their history with Nefaria, and despite his distrust of "Muties" he knew he had little choice but to let them continue. He warned them however of a problem of which Nefaria was unaware but which concerned them all; the Doomsmith System had been designed as a final weapon to be used as a last resort only. Unbeknownst to the Count, beyond a certain point, it could not be deactivated. With the situation even more urgent, the X-Men proceeded. Nefaria soon detected their approaching ship and was delighted when the War Room computers identified it as belonging to the X-Men, the enemies who had delivered his most damaging defeat. Revenge would be sweet, and it would be instantaneous - he activated the base's defences and fired a salvo of missiles at the Blackbird. The craft was hit, but before it was destroyed, Cyclops ejected the Lifting Body, and the X-Men escaped the Blackbird's destruction. The Lifting Body was a smaller escape craft built into the Blackbird but which could fly independently of the outer shell that was the larger craft. However, this provided them with only a brief respite, as the Count, infuriated by the mutants' continued survival, activated the base's sonic disruptors, and utterly disintegrated the Lifting Body. Suddenly, the X-Men were falling through empty air, high above the ground. Watching them fall on his monitors, the Count now contacted Government official Heggadorn and reprimanded him for sending the X-Men to try and stop him. Heggadorn grimly replied that they had been given no choice, since the President would never bow to Nefaria's insane demands, but the Count was adamant and informed him that this was the final warning. He then broke the connection and settled back to wait. As he did so, Cat-Man arrived, seeking reassurance that the Count did not really mean to launch World War Three if his demands were not met. Smiling cryptically, he assured cat-man and the rest of the Ani-Men that it would not come to that:

"I may indeed be running the greatest con in history, but they dare not take that risk."

Outside, the X-men had survived. Banshee had flown Thunderbird to safety and then scooped Cyclops out of the sky, and Storm had similarly caught Wolverine and Nightcrawler. Colossus had simply fallen and had struck the ground like a meteorite, his indestructible steel body preventing him from harm. They then entered the base. This was achieved by Banshee using his sonic scream like sonar to identify a room in the mountain base for Nightcrawler to teleport into, since Wagner could not teleport unless he knew where his target location was - he ran too great a risk of materialising inside a solid object. But Frog-Man noticed Nightcrawler's entrance and went down to meet him. Nevertheless, Kurt soon made short work of him and activated the Manual Override Control for the Missile bay, thus granting access to his teammates. Watching on his monitors, Nefaria was furious, particularly with Frog-Man who should not have attempted to tackle Nightcrawler alone. It was after all, hardly necessary - as the X-Men proceeded into the base, he activated its defences and engulfed them in a cloud of acrid gas. They soon escaped it however, by breaking through the wall into the next tunnel. After a brief skirmish with a platoon of the base's security troops, who had now awakened and assumed the X-Men to be responsible for the take-over, they continued their search for Nefaria. They quickly found the full team of Ani-Men, including Frog-Man who had recovered consciousness after his fight with Nightcrawler and had fetched his fellows. They now engaged the X-Men. The battle raged for several minutes. The X-Men had the edge in ability and experience, but the Ani-Men had the advantage that they had not just fallen out of the sky, been gassed, and had to fight a group of soldiers. Soon however, all five Ani-Men were defeated, and all that remained was to find Nefaria.

The Count now realised that he had lost to the X-Men for a second time, and decided to flee. Setting the Doomsmith System to self-destruct, and little realising that it was already on a one-way course to activation anyway, he fled to one of the Hangers and boarded a jet. How he knew how to fly a jet is unclear, but it is likely that as rich young man in his days in Europe, learning to fly was just one of the whims he indulged. It would now be the means of his salvation, as he taxied towards the exit and took off. As he did so however, he heard a dull thud as something hit the jet; Thunderbird had leapt onto the aircraft and clung on even as it took off. Feeling that he contributed nothing to the X-Men that one of his teammates could not do better, he was determined to stop the Count. Inside the base, Cyclops was desperately trying to stop the Doomsmith System, but just as he despaired of achieving this, Professor X mentally contacted him with the news that he had scanned the system telepathically and found it to be inactive. The X-Men's battle with the Ani-Men in the bowels of the complex had destroyed most of the command relays and rendered the whole system was useless. The world was safe. But John Proudstar was not...

On top of the jet, Thunderbird tore at the cockpit. Despite Xavier's pleas for him to jump to safety and Banshee's assurance that he could stop the Count with a sonic scream, Proudstar was determined to prove himself whatever the cost. Inside, Nefaria began to panic as the X-Man ripped the canopy free and tore at the craft's controls, sending it plunging out of control. Forced to take damage beyond its design tolerance, the stricken craft began to buck and roll as the other X-Men watched from the ground. And then, with Thunderbird still on board, it exploded. As John Proudstar died, Thunderbird became the first mutant martyr. Nefaria had lost but he had scored a victory in one sense - not only had one of his enemies failed to survive the encounter, but Professor Charles Xavier had suffered for it. As Thunderbird had died, he had remained in telepathic contact with his student until the very end. It would haunt him for the rest of his life.

Count Nefaria however, had survived. Despite his panic at Thunderbird's assault, he had previously arranged for his underlings to teleport him to safety in the event of danger, using the same technology that he and the Ani-Men had used to gain access to the Norad Command Centre in the first place. Because of the thick mountain walls, it seems likely that they could not get a fix on him whilst he was inside the base, but teleporting him from the plane was far less challenging. Mere moments before the jet exploded, Nefaria was teleported to safety. But this latest defeat had left him almost destitute. After his first defeat at the hands of the Avengers and his two subsequent defeats by the X-Men, he realised that any future attempts by him to rebuild his fortune and his criminal empire would probably be met with further super-powered interference. He now decided to invest all that remained of his finances in adapting to this situation in a way that would remove forever the need for unreliable super-powered flunkies and allow him to fight the Avengers and their ilk on their own terms. Count Nefaria was about to become one of the World's most powerful and dangerous Super-Villains...

Chapter 6: The Godslayer

With the failure of his extortion attempt at the Norad Command Centre, Count Nefaria was now forced to assess his situation and realised that his only hope of continuing with his criminal enterprises lay in Project N. Any further schemes such as his attempts to hold first Washington and then the world for ransom were doomed to failure in a world of super-heroes, unless he could fight them on their own terms. Super-powered lackeys had proven unreliable and he also wished to dispense with the need for them. Project N was headed by one Professor Kenneth Sturdy, a Nazi scientist who had been first assistant to infamous Nazi War Criminal Baron Heinrich Zemo, the man who had been responsible for the death of Captain America's wartime partner Bucky. When Captain America had been awoken from hibernation, Zemo had re-emerged from hiding in South America and had sought to destroy his old foe, whom he had long believed dead. During one such scheme, he had created Wonder Man. Wonder Man had been Simon Williams, an amateur inventor who had turned to embezzlement when his patents had been unwittingly made worthless by Tony Stark. His Bail had been arranged by Zemo's ally, the Asgardian Demi-Goddess known as the Enchantress. Zemo had subjected Williams to a process, which had imbued him with ionic energy, giving him vast strength and durability, and thus creating Wonder Man. However, in order to keep him in line, Zemo had also administered to him a fatal poison to which only he had the antidote. Wonder Man had joined and betrayed the Avengers as Zemo had planned, but ultimately his noble sentiments won out and he had sacrificed himself to help the Avengers. Consequently, he had apparently died.

Before his seeming death, Wonder Man had been one of the strongest beings on the planet, and it was now Nefaria's intention to duplicate the process. Since Sturdy had assisted Zemo with the creation of the machine, he was the ideal candidate for the job. A Doctor Stanchek, and another Doctor whose name was Hellen, joined him on the team. The Project, based in a New York town house, had been going well, until Nefaria's failure at Valhalla; although his underlings knew that he had survived, they knew also that he must have been severely financially damaged by the fiasco, and would be unable to pay them for their continued services. Thus, they walked out. Indeed, had they known that Nefaria was virtually destitute and thus unable even to pay them for the work they had already completed, they would have smashed the apparatus when they left. However, they had not, and the Count had now persuaded them to return with the promise of payment owed plus as sizeable bonus in advance if they completed the project. He intended to make good on this promise with the aid of three super-powered criminals, the last he would ever employ if all went to plan. The first of the Super-Villains he had in mind was particularly important to Project N. He had been known, at least until recently, as Power Man.

Power Man was Erik Josten, a professional mercenary who had loyally served Baron Zemo until the Baron's death. Shortly after this, the Enchantress had subjected the willing Josten to the same ionic devices that had transformed Simon Williams into Wonder Man, and had thus imbued him with super-human strength. However, when Williams had been transformed into Wonder Man, Zemo had specifically attuned the devices to his metabolism and had therefore gained the maximum effect. The Enchantress had lacked Zemo's skill, and the device had stilled been set to Williams' biology. Consequently Power Man, though strong, had not had power on the same level as Wonder Man, and this power had also dwindled with time. Recently, he had been engaged in a fight with street-level super-hero Luke Cage, also known as Power man, who had fought him for the name. Josten had lost and was currently using the generic alias of "The Smuggler", his power at an all-time low. Nefaria's plan was to have Sturdy and his colleagues restore Josten's power to its peak and beyond, have analyse his cell structure, and then use it to create energy templates specific to Nefaria's own body, draining Josten once more in the process. Super-Human strength alone however was not enough for Nefaria; he also required other abilities and hence contacted two other Super-Villains named Whirlwind and the Living Laser. These two had never been exposed to Zemo's technology before, but had abilities the Count desired. He intended to offer to boost their powers, and then exploit them in a similar way to Josten.

The Whirlwind was David Cannon, a mutant with the ability to spin his body at tremendous speeds, enabling him to move at super-human speed over distances and to defy gravity (within limits). And of course, it made him a deadly foe, since his costume was equipped with blades... He had originally plagued Pym and the Wasp under the guise of the Human Top, before reinventing himself as Whirlwind, and had fought the Avengers many times over the years. The Living Laser was Arthur Parks, a research scientist who had worked on using lasers as offensive weapons. After a break-up with his girlfriend he had built a costume incorporating lasers in the sleeves and had set out for revenge. Clashing with the Avengers, he had instantly become infatuated with the Wasp and had battled the group repeatedly over the years. Recently, diodes had been implanted into his body, allowing him to use his powers without his costume, and it was this that Nefaria sought to boost and emulate as an energy template. The Count thus set out to find these three criminals.

Nefaria's agents had located Josten in a dockside warehouse, where he was working as a labourer. Nefaria drove there himself in his classic Rolls Royce (his driver had quit due to the Count's inability to pay), but knowing that Super-Villains could be unpredictable, he used some of his old three-dimensional imagery to create an image of himself with which to confront Erik whilst he remained outside. He was quite right to do so; as soon as his image addressed Josten as Power Man, the enraged Smuggler hurled a crate at the Count. When it passed through him, not only had the real Count avoided harm, but also Josten was impressed into the bargain and agreed to hear him out. Explaining that he intended to restore Josten's power if he worked for him, the Count soon secured the man's interest. The next step was to acquire his other two intended lackeys, and it was partly for this reason that Power Man had been contacted first. Parks and Cannon were in prison, and the Count needed Josten, whose strength was still super-human, to break them out. Finally, with this accomplished, he asked one more task of his new employees, before the promised power-up; he needed them to rob a bank.

The reason for this was that Nefaria needed to pay off Sturdy and his colleagues before they would complete the project, although he had already talked them into recovering the apparatus and installing it at the New York town house, a task which had been overseen by Nefaria's sycophantic aide Withers. Soon enough, Whirlwind and the Living Laser were at large once more, back in their costumes, and joining Josten in a bank job. They easily accomplished this, but as they were leaving with the safe, the Avengers arrived on the scene. Inevitably, a fight broke out. The Avengers now facing the trio of criminals were Captain America, Yellowjacket, the Wasp and the Black Panther. Captain America and the Wasp we have met before. Yellowjacket also we have seen previously, but in a different guise; Yellowjacket was the new alias of Doctor Henry Pym, latterly the founding Avenger known as Giant-Man. As Yellowjacket, Pym had a new costume in yellow and black, a set of disrupter beams built into this costume, and the ability to fly without an ant to carry him. Once more, he had also taken to reducing his size, as he had done at the start of his Super-Hero career as Ant-Man. The Black Panther was T'Challa, the King of the African nation of Wakanda, and an unarmed combatant to rival Captain America. Additionally, he had enhanced senses and his speed, strength and reflexes were at the peak of human fitness thanks to a strange herb that grew only on Wakanda's sacred vibranium mound, a fallen asteroid composed entirely of that alien metal. These four now attempted to stop the felons from getting away with the safe. Initially, the Avengers gained the upper hand, in part thanks to recent increases in the speed at which the Wasp and Yellowjacket could manoeuvre. However, Whirlwind soon overcame the Black Panther, and the Living Laser suddenly found himself in a position to incinerate Captain America. Just then, the ground erupted beneath him as a water main exploded; this was thanks to a hex from the Scarlet Witch. The Scarlet Witch's real name was Wanda Maximoff and she was a mutant with the ability to control chaos energy, thus altering probabilities and causing a "hex" to bring bad luck to her target. A gypsy tribe had raised her and her brother, the mutant speedster Quicksilver, after the death of their mother. With her arrival, the Avengers now outnumbered Nefaria's lethal legion of villains by five to three, and they decided to withdraw. The Living Laser covered their escape by melting the road between them and the heroes, and they fled. Soon, they arrived at Nefaria's town house headquarters.

Inside, Count Nefaria was discussing the situation with Sturdy and the others. It is clear from their discussion that despite his obvious love for exotic science, he had little regard for scientists themselves and they in turn clearly found his arrogant superiority rather offensive. Both parties wished the Project to be completed so that they could part company, and in Nefaria's case, dispense with the need for underlings permanently. As the Doctor named Hellen demanded to know when they would be paid, the Count urbanely assured her that the matter was in hand, and activated a monitor in the wall. This showed Josten, Parks and Cannon arriving upstairs with the safe. The Laser was indignant that he had been employed as a mere bank robber, but had felt that he owed it to Nefaria for arranging his escape. The Whirlwind was also disgruntled, feeling that Nefaria's right to give him orders was questionable, since he out-ranked the Count in terms of power. Furthermore, the town house where they were instructed to meet their employer was seemingly derelict and Whirlwind was starting to suspect that Luchino was broke and was just using them to get money. Only Josten, his morale restored by Nefaria's apparent faith in him, defended the Count. Amused by all of this, Count Nefaria now interceded over the intercom hidden in a bookcase in the dusty ground floor room in which the three felons now found themselves, and invited them downstairs, reassuring them that he could make good on his promise to increase their powers. The bookcase slid aside to reveal a staircase and the group descended. Everything was now in place.

Very soon, Project N was underway. Whirlwind, the Living Laser and Power Man were fully empowered and had never felt better. With their powers at a peak, they now had to carry out their part of the bargain and earn their newly enhanced super-powers. To do this all they had to do was fight the Avengers. Since Nefaria's original public defeat had been at the hands of the Avengers, none of them questioned his motives for asking this of them, and they were all hungry for revenge for past defeats. Immediately, they departed for Avengers Mansion, whilst Nefaria, concealing his glee, watched them on his monitors. Arriving at their destination they soon attracted the Avengers' attention by throwing the Wasp's limousine through the wall of the house, and the battle quickly began in earnest. The group of Avengers now faced by Josten, the Living Laser and Whirlwind consisted of the five who had sought to apprehend them earlier (save for the Wasp who had been injured by the thrown limousine and was recuperating inside the Mansion), plus two others. These other pair were the Beast, formerly of the X-Men as we have seen, and Wonder Man. This was indeed the same Wonder Man whose power had been granted by the very process that Nefaria was now seeking to duplicate, and who had "died" after betraying Zemo. Unexpectedly, he had not in fact died, but had gone into a death-like coma, with his life preserved as a result of his ionic powers. Apparently, the very power that had given him his vast strength, had also transformed his cells into living ionic generators, making him virtually indestructible. The coma had also transformed him, causing his ionic powers to mutate, so that in addition to his strength he could now also fly. He had recently emerged from this coma to the surprise of both the Avengers and himself, and had joined the group. And it was now Wonder Man who led the first attack by the Avengers, since he had heard of Power Man and knew him to be little more than a third rate copy of him. He was rather surprised then when Josten met his attack with a devastating punch that sent him flying backwards and shattered his confidence; having "died" once, Williams now had a terror of dying again and now realising that the powered-up Josten could potentially defeat him he became paralysed with fear. For Josten however, the opposite occurred; Nefaria's morale boosting had paid off and this was the final reward - Wonder Man had called him Power Man and he now felt that he truly was Power Man once more. Revelling in his newly restored might, he waded into the battle with relish. Things quickly began to go wrong for the Avengers, since Wonder Man was temporarily out of the fight and the Whirlwind and Power Man soon overcame the Beast and the Black Panther. Yellowjacket managed to hurt Josten with a disrupter blast, but although stung, Power Man was not injured; he now raised a concrete block and prepared to smash his diminutive opponent. And then Count Nefaria made his move.

In his town house headquarters, Nefaria had been preparing himself for the energy transfer. At Sturdy's bidding, he had reluctantly donned a custom-made costume designed to conduct the ionic energy from Sturdy's machines and into his body. This costume was a black, yellow, red and white affair in true "Super-Villain" style, and even featured a belt buckle embossed with the letter N. Count Nefaria, to whom sartorial elegance was a byword, had been repulsed by its gaudiness. However, he had seen its necessity and was soon clad in this garb and prepared to receive the power the machine would offer. Once the battle between his lackeys and the Avengers was at its height, the machine had fully analysed the energy signatures of Whirlwind, Power Man and the Living Laser and had designed the necessary energy templates with which to empower Nefaria for maximum effect. Finally, as Power Man raised the concrete block to crush Yellowjacket, Professor Sturdy activated the energy transfer. Suddenly, at the Mansion, Josten felt his strength fading and dropped the block, knocking himself out in the process. The Laser, about to burn the Black Panther, howled his rage as his power dwindled, and vanished. And finally the Whirlwind's spinning stopped as his artificially enhanced mutant powers failed him. Sturdy's machine tore the power that it had granted back from the trio and multiplied by a hundred-fold. And then it funnelled this vast ionic energy straight into the body of the eagerly awaiting Count Nefaria. Power beyond his imagining flooded through the Count's cells until he felt fit to burst. Glorying in his new supremacy, he stepped from the machine and exercised his strength for the first time by destroying the apparatus of Project N so that nobody could steal his power as he had stolen that of his unfortunate employees. He also hurled a control panel at Sturdy, since the Professor was the only man alive who knew how to reverse the process which had given Nefaria these new powers, and thus could not be left alive. He then tensed his leg muscles, and leapt skywards with such force that he smashed his town house base to ruins. Ungratefully leaving the luckless scientists who had given him this power for dead, he then proceeded to Avengers Mansion. Mere moments after their three enemies had been overcome, the Avengers were standing outside the Mansion debating what exactly had happened. Suddenly, the street surface bucked and reared as a gigantic shockwave more powerful even than anything the legendary Hulk could have generated ripped through the ground toward the Avengers, sending them flying like ninepins. As they staggered dazed to their feet, Count Nefaria strode confidently towards them, his cloak billowing behind him, and greeted his old enemies: "I can do anything, Captain America! Anything I wish - - and I believe I'll indulge my whim to slay you all!"

Despite the shockwave that had just felled them all, the Avengers still did not fully realise the true danger they were in. The Beast was the first to find out, as he attacked Nefaria in anger; he had thought the Count dead and swore to Nefaria that if he and the other X-Men had known that he still lived, they would have relentlessly pursued him until they had brought him to justice for the death of Thunderbird. Smugly explaining how he escaped, Luchino casually knocked the leaping McCoy out of the air with a casual swipe of the back of his hand, adding that he had little time for mutant scum. We have seen no evidence of such bigotry in Nefaria before, and although it is possible that two defeats at the hands of the X-Men had soured his opinion of mutants, it seems more likely that so confident was he of his invincibility that he was deliberately choosing to antagonise his opponents. If so, it was a tactic that worked, as the Scarlet Witch now unleashed a hex. Concentrating her powers, Wanda was able to focus her hex and use it to hurl a large chunk of debris at Nefaria, who now demonstrated a power other than the super-strength that had derived from Power Man's stolen abilities. Turning to glance at the rubble being thrown at him, he unleashed twin laser beams of pure ionic force at the missile, which stopped in mid-flight and began to turn into lava. This of course was the aspect of his new powers for which the Living Laser had been required as an energy template. Yellowjacket quickly realised that once the piece of concrete had melted through, the beams would then mutilate the Scarlet Witch, unless Nefaria's gaze was averted. Thus, he fired a maximum-power double blast from the disruptors in his costume, an attack which would have stunned even Thor. Nefaria shrugged it off, and now demonstrated the speed that Whirlwind's stolen powers had given him, by snatching the tiny Avenger out of the air, a feet Yellowjacket had not thought possible. Fortunately for Pym, Wonder Man chose this moment to join the battle and began to hit Count Nefaria. Simon was still suffering the same fears which had made him freeze up earlier, but his concern for his team-mates had managed to overcome this, and now Nefaria fell before his rain of heavy blows. As the Count was knocked to the ground, Wonder Man's confidence began to build, but it was quickly dissipated as he rose to his feet again totally unhurt; it was only because he had not expected Wonder Man's attack that Nefaria had fallen - he was far, far stronger than the man whose powers he had copied and vastly improved upon. A single punch from the Count sent Wonder Man flying back into the depths of Avengers Mansion, smashing through the walls like a human missile.

Meanwhile, Captain America was planning an attack in conjunction with Beast. By facing each other with each holding an opposite side of Captain America's shield, they were able to pivot in opposite directions and hurl it with their combined strength. However, Count Nefaria saw the spinning disc long before it struck him and used his super-fast reflexes to snatch it out of the air. Triumphantly, he then attempted to crush it. To his surprise and disgust however, it would not bend. Unbeknownst to the Count, the shield was an alloy of the sound-absorbing metal Vibranium, and another unknown metal of alien origin, which was even harder that the indestructible alloy adamantium. Consequently, it was indestructible, and not even Nefaria's strength could bend it. The Count however was unaware of its nature, and briefly began to wonder if Sturdy had not given him the full extent of the power he had promised. This brief failure of his confidence did not last long though, and he dismissed his ability to crush the shield as of no consequence - he was still trouncing the Avengers, after all. Casually, he tossed the shield aside, his strength giving even this action enough force to send it skimming through the air and straight into T'Challa's face, knocking the Black Panther unconscious. By now, Nefaria was now growing board, since he had individually repelled the attacks of each individual Avenger present. Furthermore, Wonder Man had re-emerged from the hole he had made in Avengers Mansion, and he and the rest of the Avengers (save for the insensate T'Challa) were regrouping for another attack. Nefaria decided to eliminate them in one fell swoop and end the battle, and to this end he tore a nearby forty-storey skyscraper from the ground and collapsed it upon them. As the Avengers vanished from view beneath tons of rubble, the Count departed, satisfied that they were dead.

With his enemies now defeated, Nefaria decided to wander the city for a time, exploring the possibilities of his new powers. A police cordon had been set up around the battle between him and the Avengers, but he merely swatted this aside without a second thought, largely ignoring the officers present. He then made his way to the nearest bank. By now, Luchino was revelling in his sheer raw power, and had even reassessed his costume. Despite his earlier repugnance at its gaudiness, he now felt that the bright colours and flowing cape were now appropriate, since one of his superiority should not be clad in the garb of mere ordinary humans. Arriving at a bank, he strode in and tore the safe out of its moorings, shredding the thick steel like paper and releasing the stacks of bills within. He suddenly realised that despite his previous attempts to ransom Washington and the world, he no longer had any need for money; any time he needed wealth, he could simply take it and did not have to worry about restoring his lost fortune. Dizzy with power and the thought of the possibilities which now faced him, he suddenly felt the need to gloat and to explain to somebody how he had gained such power. In the bank, an innocent couple named Dave and Barbara were cowering in fear at the sight of the man they had seen attacking the Avengers on the news. Brushing Dave aside, Nefaria grabbed hold of Barbara, lifted her up in his arms and leapt into the air once more. Settling atop another skyscraper, he started to explain to his struggling captive exactly how he had come by his powers. Just then, a voice rang out from behind him, ordering him to let his captive go. Turning round, he was surprised to see the Whizzer.

The Whizzer was Bob Frank; a hero had been active during the 1940s. He had gained the power of super-human speed following a life-saving infusion of mongoose blood, and had fought alongside Captain America during the Second World War. The Whizzer was now an old man, but was currently associating with the Avengers, as he believed that the Scarlet Witch was his daughter, a belief that Wanda also shared. In fact, the Scarlet Witch's true father was the infamous Master of Magnetism Magneto, as she and Quicksilver would discover to their horror some months later. The Whizzer had heard of the defeat of the Avengers and had come seeking revenge for the apparent death of his daughter. He now began to literally run rings around Nefaria, laying a volley of punches on the Count as he did so. However, despite the fact that he was moving so fast he was a blur, Nefaria could easily see him thanks to the power he obtained from Whirlwind and he shot out a hand, seized Frank by the throat, and then dangled him over the edge of the roof. The girl Barbara was now escaping, but he did not care; she was hardly irreplaceable. Count Nefaria now held the Whizzer's life in his hands, but the aging hero was determined not to show weakness. He defiantly invited Nefaria to kill him, announcing that his long life was now behind him and stating that Nefaria had gained acquired his power just in time to watch it fade with old age. The Count was now in his fifties after all and was clearly past his prime; in thirty or forty years, he would be dead and he would no longer trouble the world. Unwittingly, the Whizzer had just hit upon a subject that had never crossed Nefaria's mind before, but which now filled him with panic. The Whizzer was correct; he would grow old and in doing so he would lose everything. Suddenly filled with anxiety, he hit upon an idea that might prevent him from aging further, and now release the Whizzer as a token of his gratitude for thus inspiring him. He now returned to Avengers Mansion in search of Thor.

Soon, Count Nefaria arrived at the scene of the earlier battle, only to find that the rubble had been shifted. Not to his surprise, the Avengers had all survived. This was in large part thanks to Wonder Man, who had braced the collapsing rubble above them, preventing them from being crushed and also creating an air pocket. Yellowjacket and the Scarlet Witch had then managed to blast a way out. Nefaria had half expected this, and moved swiftly to the Mansion, tearing a hole in the wall and greeting the Heroes within. Iron Man, currently their chairperson, who had been away on personal business when they had fought the Count previously, had now joined them. Iron Man had been told of Nefaria's new abilities and was swift to the attack, first striking him in the face, and then firing his repulsors into Luchino's chest. Nefaria recovered his balance immediately however, and Stark quickly realised that he had never fought anyone this strong before. He did not have long to ponder this, since the Count now fired his laser vision into the ground beneath the armoured Avenger, sending him flying. The Beast and the Black Panther attacked again, but the Count brushed them aside without a thought, demanding that the group summon Thor. Despite a further attempt by the Scarlet Witch to stop him with a hex, she, Captain America and Yellowjacket soon joined McCoy and T'Challa in defeat. But by this time, Iron Man had recharged his armour to the maximum and attacked a second time, smashing a hunk of debris onto Nefaria from behind, and then punching him again and again. This time, Nefaria was staggered properly for the first time since gaining his powers, but he quickly recovered and threw Iron Man aside once more. Another assault from Wonder Man to follow up Iron Man's attack was also futile, and Simon Williams was soon hurled back, knocking the recovering Captain America back to the floor in the process. Count Nefaria was now planning to slay the Avengers once and for all and seize their loyal butler Edwin Jarvis as bait to use in his dealings with Thor, but before he could carry out this merciless plan, a massive discharge of lightening suddenly sprang out of nowhere, surrounding the suddenly terrified mastermind. Then from this maelstrom, the mystic mallet Mjolnir was thrown, straight at Nefaria; Thor had arrived.

Count Nefaria was almost paralysed with fear. He had returned to Avengers Mansion in search of Thor, but had intended to confront him with Jarvis as his hostage. Although he was now confident that he was the most powerful mortal on Earth, Thor was immortal and Nefaria was far less certain of his ability to defeat him. Thus, as Mjolnir struck him and knocked him painfully to the ground, he begged the Thunder God to leave him alone. But then after Thor followed this attack up with a punch, nefaria came to a sudden realisation; Thor had now struck him twice, with both his mallet and his fist, and although both blows had hurt, they had not actually injured him. Suddenly, he realised that he might even be strong enough now to outfight even Thor. His confidence instantly restored, he unleashed his laser vision at Thor, demanding that he hand over his mallet, which he believed was the secret of the God's immortality. However, he had yet to see all that Thor had to offer, and as Thor deflected his lasers by whirling Mjolnir to form a shield, he also began to use the hammer's properties to open an inter-dimensional portal. Nefaria was unaware of this ability and now watched in alarm as the spinning weapon began to glow ominously. It soon became clear what it was, as a hole opened in reality and began to suck Nefaria towards it. I desperation, the Count grabbed a nearby skyscraper and toppled it over, chocking the portal and burying Thor. With considerable relief Nefaria mused that all he had to do now was dig up his corpse from the rubble and retrieve his hammer. First however, he would kill the other Avengers before they caused him any more trouble.

But Nefaria's relief was premature, as he heard he a cracking sound behind him and realised that Thor still lived. The enraged Thunder God was duly impressed by Nefaria's new powers, but this only made him more determined to stop him. Summoning up a tornado to confuse the Count and to further empower his hammer, he now struck at Nefaria with Mjolnir, through which he focused the full destructive power of the storm. But to the surprise of both Thor, and Nefaria himself, the Count held out a hand and stopped the hammer's blow dead in the air. Thor was unaware that anyone, even the Hulk, could perform such a feat, and was thus somewhat distracted; Nefaria quickly took advantage of this and, to his enormous satisfaction, punched him into unconsciousness. He then reached for Mjolnir, only to find his way blocked by another Avenger, in the wraith-like form of the Vision. The Vision was a synthezoid, an artificial humanoid created by the homicidal robot Ultron, which had itself been created by Pym. Originally, the Vision had been created to fight the Avengers, but had soon turned on its demented creator and had joined them. His personality was originally based on that of Wonder Man, whose brain-patterns had been used as a template for the Vision's during the time Simon was believed dead. However, he had long since matured into a person in his own right, and was now married to the Scarlet Witch. The Vision's ability to change his mass, across a spectrum from intangible to as dense as diamond, made him a useful and powerful member of the Avengers. Recently, he had been placed in a coma during a battle with his creator Ultron, and had been in a recuperation tank during the earlier battles between Nefaria's minions and the Avengers, and Nefaria and the Avengers. However, whilst the Count had been busy fighting Thor, Yellowjacket had recovered, awoken him, and apprised him of the situation. Now the Vision intended to stop Nefaria using one of his most tried and tested battle tactics: making his hand intangible, sinking it into his opponent's body, and then partially solidifying it. Whilst this was not fatal, it caused severe pain to most humans, and generally tended to render them unconscious. He now attempted this move on Count Nefaria, who was too surprised by the Vision's sudden appearance, since he had arisen straight up out of the ground. But as both of them now found out, the Count's body was so charged with ionic energy that the Vision's hand could not enter it, even in its most intangible form. Nefaria quickly realised the implications of this and became the first person ever to punch the Vision whilst he was intangible, sending him flying across the street to sink into the pavement. By now though, Thor had recovered and again challenged Nefaria, who promptly threw a bus at him. The battle might have gone on indefinitely, were it not for the sudden arrival of the not-quite-dead Professor Sturdy.

Sturdy had been injured by Nefaria's earlier attack, but was not yet dead. However, he knew that he was dying, and had decided to have some small revenge against his treacherous employer. He now informed Nefaria that as a side effect of the process that he had undergone, he was aging at a massively accelerated rate: "a month for every ten minutes, a year for every two hours". He announced that he had caused this effect deliberately as a means of controlling the Count, but Nefaria had attacked him too quickly and he had not had a chance to explain. He then further claimed that only he could control the process and save Nefaria, then he collapsed to the ground, and was still. Staring into a nearby window, Nefaria looked at his reflection and realised that it was true; he was indeed aging rapidly. The same paranoia that had overcome him when he had earlier considered growing old now returned, but amplified a thousand-fold. Confronted with the fact of his own mortality, Nefaria panicked. Magnanimously, Thor offered the help of the Avengers if the Count surrendered, but in his stricken state he did not believe that anyone but Sturdy could save him, and Sturdy was now dead. He decided that if was going to die, he would take New York with him, and now proceeded to smash the buildings around him in fear and anger. In fact, Sturdy had lied to Nefaria; although he was indeed ageing rapidly, this was only a temporary side effect which would wear off. The energy now filling Nefaria's cells would actually extend his life indefinitely, thus making him virtually immortal. Sturdy had hoped that his lie would convince Nefaria to give himself up to be cured, but unfortunately, as we know, he had touched something of a raw nerve; Luchino was now in no state to listen to reason.

With the need to stop him more urgent than ever, the Avengers' three heaviest hitters (Thor, Wonder Man and the Vision) again attacked him, soon joined by the Wasp and Iron Man, the latter of whom had just recovered from Nefaria's earlier attack. But whilst most of the group continued to fight, the Vision soon found himself busy using the energy beam from the solar jewel mounted on his brow to vaporise falling debris before it injured any members of the public. Thus granted time to think, he suddenly had an idea... Just then, Nefaria spotted him and leapt up to grab him. However, whilst the Count could only leap high, the Vision could actually fly, thanks to his ability to alter his mass, and this gave him the advantage in the air. As Nefaria reached him, the Vision flitted to one side, and knocked the Count back to earth to with a well-timed punch. Iron Man and Wonder Man then pressed their attack, and a hex from the Scarlet Witch caused a chance flood of pain to tear through Nefaria's body. Thor then struck again and this combined attack was enough to stagger the Count, although only just. This gave the Vision the time needed to carry out his plan. Flying to an altitude of one mile, he positioned himself directly above the dazed Count Nefaria, increased his density to the maximum, which was that of diamond, and then dropped.

A Seismic Station in Vermont detected the impact. It was more than enough to knock out Nefaria, who finally fell unconscious. The Avengers had won. But now they had to deal with him before he awoke. Luckily, Sturdy had survived slightly longer and had managed to tell Yellowjacket how to return Nefaria to normal. Quickly, they took his prostrate form inside the mansion and downstairs to the laboratories where they began to set up the apparatus they needed to remove the ionic energy from his body. But by the time they had succeeded, Nefaria had another problem. During his period of unconsciousness, he had still had his powers, and was thus still aging. It took even the combined skills of Yellowjacket and the Beast several hours to prepare and by the time they returned him to normal, he had become extremely old. Had he retained his powers, this effect would have eventually reversed itself and he would have been the same age indefinitely, as we have seen. But now he was trapped in the body of a man in his dotage and was near to death. The Avengers now placed him in a life-support module in the laboratory to preserve his life until they could find someway to restore him to his normal age and presumably make him face a trial for his crimes. And it is in this life-support chamber that he would remain, for some time.

Chapter 7:The Death of Count Nefaria

Shortly after his defeat and the loss of his powers, Count Nefaria underwent the first stage of Yellowjacket�s treatment to restore him to his proper physical age. He remained inside the life-support chamber during this time, still old and enfeebled, and oblivious to what was occurring outside his prison. In the same laboratory, two other foes of the Avengers were also encased in protective life-support cocoons; the first of these was Jason Beere, a.k.a. the Eternity Man, whose heart was linked to an explosive capable of destroying the Earth. If his heart stopped, this would explode, with cataclysmic results, and for this reasons, the Avengers had placed him in cryogenic suspension on the very brink of death, to stop his heart from failing. The second patient, and the one who concerns us here, was the Unicorn.

Nefaria�s old lackey had undergone changes since his betrayal of the Count during the Washington affair. Returning to the Soviet Union, he had been given a new costume, which incorporated a device known as a �hyper-activator�. This was designed to boost his power horn�s capabilities, but it also had the side effect of causing a progressive degeneration of Masaryk�s brain, such that he was now seriously demented. Stark, feeling sympathy towards his dying foe had brought the Unicorn to Avengers Mansion after their last battle, hoping that Yellowjacket could cure him. However, unbeknownst to Stark, the only reason that the Unicorn had been in any state to fight at all was due to the machinations of the Titanium Man. He too was a Russian, whose real name was Boris Bullski, and he had fought Iron Man many times. His armour was based on the designs of Professor Anton Vanko, a.k.a. the original Crimson Dynamo, and was physically much more impressive than Iron Man�s, partly because it was tailored to fit the naturally huge form of its occupant. Bullski was now seeking to test Iron Man prior to his own next attack on his old enemy, and had decided to sue the Unicorn as a pawn. Despite a genuine attempt to heal Masaryk, the Unicorn�s degeneration had been too advanced, and so the Titanium Man had merely settled for improving his condition as much as possible, and then sending him after Iron Man, obeying orders transmitted via a communicator in the Unicorn�s helmet. Now, the Titanium Man tried to contact the Unicorn, and succeeded in wakening him up and launching a violent, though aimless attack on the Avengers. Although he did little damage to the actual laboratories, a stray blast from his power horn shattered a structural support in the floor and sent him crashing down to the lowest sub-basement of the Mansion, where the Avengers rarely ventured. The Titanium Man then signalled him again, but he was to deep underground to hear anything but interference. This was so loud that the pitiful Unicorn soon passed out, but the wail of static awakened a far more dangerous threat in the form of Arsenal.

Arsenal had been built by Tony Stark�s late father many years ago, and had been secreted in a hidden alcove in the basement of the Mansion long before Tony had inherited it. Arsenal�s purpose does not concern us here; all that we are interested in is its function, which was to destroy. Bristling with weapons, it was a formidable weapon in itself and it now attacked the Avengers. Eventually, they defeated it and it escaped, but during the conflict the laboratory housing Count Nefaria was badly damaged. In the process, his life-support chamber was shattered and he fell from its protective embrace onto the rubble-strewn floor. Close to death, but free and conscious once more, he took advantage of the Avengers� distraction with Arsenal and crawled slowly away out of the laboratory and out of the Mansion. Exactly what happened next is unclear, given Nefaria�s state and just as importantly, his current lack of personal funds. Somehow, he got himself to safety and obtained a wheelchair, then set out to obtain help. This help took the familiar form of the Ani-Men. Since the attack on the Norad Command Centre, the Ani-Men had been restored to normal, save for Dragonfly, who had left the group. It is unclear how Nefaria managed to recruit the Ani-Men, since he had no money and no resources, but somehow he succeeded. With Ape-Man, Bird-Man, Cat-Man and Frog-Man once more working for him, it was a far easier task to have them contact his daughter.

Much had changed since Nefaria had last seen Whitney Frost. Firstly, she had been scarred during an encounter involving her, Iron Man, and the wealthy megalomaniac Mordecai Midas, and had donned a metal mask to cover her face. She had adopted the alias Madame Masque. Secondly, she had fallen in love with Tony Stark, and was currently involved in a relationship with him. Nefaria was undoubtedly disgusted by this, but saw the benefits of it; Stark had access to technology that might restore him to his prime, and Whitney could gain him access to it on his own terms. Count Nefaria now used emotional blackmail and forced Whitney to choose between her lover and her father. Ties of blood proved stronger; she agreed to betray Tony, but only on the condition that he be unharmed. Nefaria agreed to this, but secretly intended to get rid of Stark once and for all. That night, Whitney gained them access to Tony�s Manhattan penthouse, and the Ani-Men settled down to wait. Soon enough, Stark arrived. His Iron Man armour was concealed in his briefcase, but only he and Whitney, who was privy to his duel identity, knew of this. He was expecting her to be present when he arrived home, and was thus rather surprised when on entering he was met by a slap from Ape-Man. This was followed instantly by a kick from Frog-Man which sent him flying out the apartment and over the balcony. He was saved by Bird-Man, since they were under orders to keep him alive. Cat-Man the joined in, and the billionaire industrialist was soon battered and bruised. He decided to cut his losses and grab his Iron Man armour now, even though this would blow his secret identity, but the Ani-Men quickly stopped him, assuming that he intended to use the case as a weapon. Furious at his treatment, and starting to get worried about what the intruders might have done to Whitney, he suddenly gave vent to his anger, and managed to knock out Cat-Man. As the other three, impressed by this display of violence, prepared to rush him, Whitney emerged from hiding in Starks�s bedroom, and brought the edge of her hand down on the back of his neck. As he lost consciousness, he heard her state that he would restore her father to his proper age or he would die. Now understanding that he had been betrayed, he subsided to the floor.

Soon, Tony was awake once more and was again suffering a beating from the Ani-Men under direct orders from Nefaria. As Madame Masque now discovered, he fully intended to let them kill him, since he knew that his daughter would still be able to get to his technology. Despite further resistance from Stark, who now pulled a gun on the Ani-Men from a hidden panel in the wall, the Avenger was soon once more prostrate on the floor. Despite Masque�s pleas Nefaria was determined to let the foursome finish him off, and watched in satisfaction as Ape-Man hurled Stark across the room. But now he landed next to his briefcase. Whitney was reluctant to see her lover hurt further and remained silent, despite knowing what was contained within; the Ani-Men and Count Nefaria now found out for themselves as Tony shook himself fully awake once more, opened the case and quickly donned his armour. Against Iron Man, the Ani-Men stood no chance and were soon receiving the full force of Stark�s anger. However, they were about to suffer a far more final retribution, thanks to Spymaster. Spymaster was a professional industrial espionage agent (real name unknown) and old enemy of Iron Man, who had been hired to kill Stark. He had used his skills as a master of disguise to infiltrate Stark�s apartment building, and his skills as a saboteur to avoid the complex alarm systems in the penthouse. Even as Madame Masque, Count Nefaria and the Ani-Men had entered earlier, they had been unaware that a bomb was secreted beneath Stark�s desk, a bomb that Spymaster now activated. It exploded, killing Gordon Keefer, Henry Hawk, Horgan Townsend and Fracois le Blanc instantly. Stark was safe inside his Iron Man armour, and Madame Masque had wheeled Count Nefaria to safety as soon as Stark had donned his armour. She had fled out of the building�s service entrance and was now rushing Nefaria to Long Island Branch of Stark International, the only research facility nearby which was advanced enough to keep Nefaria alive.

By now, Count Nefaria was fading fast. He had already lost consciousness and soon after Whitney got him to the research laboratories in the facility, he was once more in a life-support capsule. He now depended entirely on his daughter to maintain his survival. Soon, Iron Man arrived, having deduced Madame Masque�s destination. Despite his relief that Whitney was all right, he was determined to return Nefaria to Avengers Mansion. It tore Madame Masque apart to choose between her father and her lover a second time, but reluctantly she did. Reaching out a hand, she activated the Jupiter Landing Vehicle, an expensive and powerful machine designed by Stark for NASA. Stark had designed to be piloted, presumably for potential landings on the Moon, Mars, or possibly even the Moons of Jupiter (although clearly not the gas giant itself), and was an impressive and dangerous vehicle. Before Iron Man could stop her, Madame Masque climbed on board and attacked him with it. Despite the impressive might of the machine, Iron Man soon broke free of its mechanical grasp; having designed it himself, he was more than familiar with its weaknesses. He then tore the Plexiglas bubble protecting its driver away and hauled Whitney out. Before he could do anything else however, security guards arrived and began firing at the Jupiter Landing Vehicle, which was still rolling forwards ominously. Fearing for the safety of his staff, Stark lifted the machine with great effort, picked it up, and hurled it aside. And in doing this, he unwittingly crushed the life support machinery that was keeping Madame Masque�s father alive. Count Luchino Nefaria died.

For Whitney Frost, this was a terrible betrayal on Tony�s part. Unable to forgive him, and terribly hurt, she retreated from the world and dwelt for the next several years in a hollowed out Butte in the Nevada Desert, excavated using Maggia funds. She would maintain a presence in the outside world however, through the use of sophisticated bio-duplicates, which would fool even Iron Man. And for us, this may seem like the end; with Nefaria dead, his story would seem to be over. But this is not the case. Despite Yellowjacket�s best efforts, Nefaria had not been restored completely to normal. His body, like that of Simon Williams before him, had been imbued with ionic energy and it had transformed him on a cellular level. His decrepit body now entered a coma, so near to death that life was undetectable and he was soon buried. In its coffin, his body would remain for several years, mutating, changing, and gradually healing. Eventually, he would revive, but during that time, his soul would wander from its shell, and as we shall see, he would not be allowed to rest in peace...

Chapter 8: The Legion of the Unliving

We know by now that there are several other-dimensional realms, or underworlds, where the souls of the dead go; the five principle �Hells� are those that have been ruled at various points by the demons Mephisto and his son Blackheart; Satan and his �son� Daimon Hellstrom (actually the grandson of despot of the Dark Dimension, Dormammu); Satannish; the Asgardian Goddess Hela; and the Greek God Ares, often known as Pluto. But there seem also to be other realms where the dead may go. Whether these are provinces of one of the five principal Hells or other domains entirely, we do not know. What we do know is that the so-called Nameless Ones, (who included one named � paradoxically - Lloigoroth) ruled one such realm. And it was in this domain that the long-time Avengers foe known as the Grim Reaper now dwelt.

The Grim Reaper�s name was Eric Williams and he was the brother of Simon Williams, a.k.a. Wonder Man. When Wonder Man had apparently died after first gaining his powers, Eric had blamed the Avengers for his death and had sought revenge on several occasions. Although he lacked super-powers, he was armed with a lethal scythe, which took the place of his missing right hand, and by cunning alone he had often proven to be a dangerous foe. Even Wonder Man�s resurrection had don nothing to satisfy the unhinged Eric; he had then found himself questioning who was really his brother � Wonder Man, or the Vision, whose brain patterns were based on Simon�s. He had continued to fight the Avengers, and eventually, during an encounter with a West Coast Branch of the Avengers that had formed after Nefaria�s death, he had committed suicide. This had not ended his threat however, since he had later been resurrected by means of sorcery. Now �undead�, he could pass from our world into the realm of the Nameless Ones through interdimensional portals that he could open with his scythe. He had now been granted permission to use this domain to seek his revenge by Lloigoroth, who manifested itself as a vast right hand, with a mouth in the palm and an eye at each fingertip. Thus, the Grim Reaper had set out to seek revenge once more.

Already he had made his first moves. To begin with, he had materialised on board Eastern Flight 4-1-7 to LaGuardia Airport and caused the aeroplane to crash, killing everyone on board. He had then used his powers to create the image of a huge skull in the rubble caused by the crash. This had served to attract the Avengers� attention. Secondly, he had created an interdimensional portal in the Manhattan tube system and had used it to bring a train and its passengers into the realm of the Nameless Ones for reasons we shall discuss shortly. Meanwhile, the Avengers had investigated the aeroplane crash and had been granted custody of the black box flight recorder, which they were soon examining. Upon this examination, they quickly discovered just whom they were facing, as an apparition of the Reaper appeared from within the box and challenged them to meet him at the caverns where he died. Soon, the Avengers were at the caverns, and were immediately attacked by extradimensional energy constructs in the form of traditionally �creepy� animals, such as rats, snakes and spiders. They then encountered the Reaper himself, who opened another portal, and brought them into the Realm of the Nameless Ones.

The Avengers who now found themselves in the abyss were not the same group who had previously fought an ionic-powered Count Nefaria. The Vision was the only one of that earlier roster who was present and he was much changed; he had been abducted, dissected, and his mind wiped and was now a soulless, emotionless, ghostly white shadow of his former self, a situation that had sadly led to his divorce from the Scarlet Witch. The second Avenger present was the Black Knight, whose real name was Dane Whitman. Dane was the nephew of the now-late Nathan Garrett, the villainous Black Knight whom Nefaria had once caused Iron Man to fight in his artificially induced dream, long ago. He had inherited an enchanted sword from an ancestor named Sir Percy of Scandia, although due to a curse upon the blade he could not use this to kill without enduring dire consequences. He had inherited the name and costume of the Black Knight from his uncle, who had repented for his crimes on his deathbed. Interestingly, Dane was the only truly human Avenger present. The next Avenger was Sersi, a member of the offshoot of humanity known as the Eternals, who had been created long ago by the alien race of God-like beings known as the Celestials. As the name suggests, the Eternals were immortal, and in addition to this, Sersi had the ability to transform matter. Another offshoot of humanity represented in the Avengers current line-up was the Inhumans. They were a race created by the alien Kree, who whilst not in the same league as the Celestials, were nevertheless a scientifically advanced race. They had created the Inhumans by exposing humans to the mutagenic Terrigen Mists, which gave them each the powers and appearance of a different alien race. Crystal was humanoid, but had elemental powers and had once served as a member of the famous Fantastic Four. Finally, the group included Hercules. Like Thor, he was a member of a pantheon of extradimensional beings worshipped by man centuries ago, although the Pantheon of which he was a part had been worshipped by the Greeks. Also like Thor, he was super-humanly strong and immortal, but was far more boisterous and hotheaded than the Asgardian.

This then was the group brought to the abyss by the Grim Reaper, and they now found themselves beset by the horrors of the underworld. The Unquiet Dead, the souls of those whom the Reaper had killed in their previous existence, set upon them, but were overcome. However, by the time the Avengers reached the Reaper�s stronghold in the desolate wasteland, he had prepared a far more lethal reception for them... The Grim Reaper had created for himself an imposing Gothic Mansion to use as a base in this Realm, and it was within this foreboding edifice that he had imprisoned nine of the passengers of the train that he had earlier brought into the Abyss. These terrified, but still living, victims had been chained to a wall in his stronghold, and been helpless to stop him as he had recited dark incantations at them. Soon, their bodies were cocooned in strange, unearthly foliage and then suddenly, and terribly invaded by the souls of the dead. This nine had now become the Grim Reaper�s Legion of the Unliving. Using his abilities, the Reaper had torn the souls of eight villains who had died in battle with the Avengers, from the Hells in which they suffered. The ninth was Count Nefaria, who as we know had not truly died; however, since the Reaper had not been aware of this, he had summoned Nefaria�s soul anyway, and the Count was sufficiently close to death to find his soul torn from his comatose, but slowly healing, body. His soul was now thrust into the unfortunate receptacle prepared by Eric Williams, and was firmly under the Reaper�s control. Such was the enchantment that the nine people who had been forced to act as hosts for the Legion had also been horribly, and irrevocably, transformed into cadaverous likenesses of those whose souls now filled them.

Count Nefaria�s fellows in the Legion of the Unliving were: Baron Heinrich Zemo; the Black Knight (Nathan Garrett); Nebulon the Celestial Man; Amenhotep; Necrodamus; Inferno; the original Red Guardian; and the Star-Stalker. Zemo and Garrett we already know of; the rest we shall briefly discuss now. The Red Guardian (Alexi Shostakov) had been Communist Russia�s answer to Captain America, and once-time husband of the Russian Avenger and ex-spy known as the Black Widow. Amenhotep was a vampire, and Necrodamus a sorcerer, whilst Inferno (Joseph Conrad) had been a victim of an industrial accident that had transformed him into a living source of heat and had sent him mad. The Star-Stalker was of the alien race called the Vorms, but was a mutant and possessed powers which the rest of his kind lacked, for example he had been able to fly through space and had been an energy vampire. Finally Nebulon was another alien, of the race called the Ul�lula�ns. In their natural state they were semi-amoeboid, semi-octopoid creatures, but Nebulon had usually used the form of a golden, Star-filled humanoid, and it was this form that his unfortunate host had now been transformed into a mockery of. All of these had died facing the Avengers and were now summoned to take their revenge.

Soon, the Avengers had overcome the trials facing them outside the Reaper�s stronghold, and had arrived at its gates. As they watched in trepidation, the smell of burnt flesh assaulting their senses, the gates creaked open and they entered the bone-decorated corridors beyond. Arriving at an intersection of six corridors, they suddenly came face to face with the Legion of the Unliving. Count Nefaria and his fellows lurched towards the Avengers, crying out for vengeance. They were still completely under the control of the Grim Reaper, and it was he who directed their actions, although he did not yet appear to the Avengers. Despite this, they seemed self-aware, the Black Knight in particular scoffing at his nephew�s reminder that he repented for his sins on his deathbed. They now swarmed over the heroes, undead, unkillable, and unstoppable. Nebulon fought Sersi, Amenhotep and Necrodamus bore the Vision down, Zemo, Garrett and the Red Guardian pinned the Black Knight to the ground, Inferno overcame Crystal, and the rest, including Nefaria, piled onto Hercules. Soon, the last torch in the chamber was extinguished, and the fraught Avengers were plunged into darkness.

We can only imagine the psychological impact of being in the realm of the Nameless Ones and facing the dead in battle. It must have been particularly horrific for Dane Whitman and Crystal, both of whom had far greater understanding of death than their three colleagues, a God, and android and an Eternal. But somewhere within himself, Dane now found the strength to fight back with renewed vigour and activated the photonic properties of his current sword, illuminating his foes once more. But even as he did so, he reopened stitches from a previous wound, and released the smell of fresh blood; his three undead attackers were driven into frenzy by this, and surged forward again, this time trying to bite him and feed on the blood of the living. Elsewhere, the other Avengers were meeting with equally poor success. Sersi�s powers of transmogrification were useless against Nebulon, since the Ul�lula�ns were shapeshifters. Likewise, Crystal�s powers of fire and ice were failing to affect Inferno, since his flames were too hot for her ice to affect him and he was already aflame. Hercules was struggling to cope with Nefaria and the Star-Stalker. Their only hope now lay with the Vision. Thanks to their supernatural powers, Amenhotep and Necrodamus were able to touch the android even in his intangible state, but the solar energy beams he was projecting from his eyes were keeping his undead foes, more used to the darkness of the Abyss, at bay. Never one to fly in the face of logic, the Vision quickly realised that a stalemate was inevitable, and decided to withdraw from the battle, rising up and passing through the corridor roof, where his two opponents could not follow. He had decided to take this battle to its source...

The Grim Reaper was watching the events below in eldritch flames when the Vision floated up through the floor and confronted him. And then, with one single reminder, the Vision totally turned the tide of events against him; Eric Williams had not died at the hands of the Avengers, he had committed suicide, having been overwhelmed by guilt at his previous actions. In that moment of realisation, full memory returned, and the Grim Reaper�s control over the Legion of the Unliving totally collapsed. They turned on him in a flash, angry at being torn from the piece of death and made slaves to their own hate, and in Nefaria�s case ripped from the warm comfort of the oblivion he had been in. As one, they abandoned the Avengers, swarmed up to his chamber and began to tear at him with withered talons. But before they could rip him asunder, a more ghastly fate intervened; the wall of the chamber erupted just as the Avengers arrived, and the giant hand-like avatar of Lloigoroth reached through, seized the Reaper, swallowed him through the mouth in its palm, and withdrew. Where Lloigoroth had been, there was suddenly a hole in reality, and as the house the Reaper had created began to be sucked into nothing, the Avengers found themselves hurled once more through an interdimensional portal, out of the Realm of the Nameless Ones, and to safety.

The Legion of the Unliving now returned to wherever they had resided before the Grim Reaper had summoned them, except for Count Nefaria, who was returned to his comatose body seemingly without memory of this ghastly interruption to his slumber. For months, he lay unaware, his body still healing. And then finally, nearly a year later, he awoke. His body had healed once more, and was restored to its proper age. Exactly where he was is unclear, but I hypothesise that following his �death�, his body was returned to Sicily and some ancestral Mausoleum. Whether he now rose from a tomb or used the last vestiges of his ionic power to smash free of some less grandiose grave is unimportant. All that matters is that he returned to the land of living, hale and hearty once more. His coma had changed him, extending his powers to include flight, and also the ability, and indeed need to drain ionic energy from others. But he was at the lowest edge of his powers, and was alone and penniless in his old homeland. He now set out to change this, and in doing so he was about to become one of the most powerful and dangerous men on the planet once more.

Chapter 9: Resurrection and Retribution:

We do not know what became of Count Nefaria's family estate when he lost his place in the Maggia and ultimately his fortune, but it seems to have gone to either the Maggia or his relatives. He now retrieved possession of it. I suspect that he achieved this through the simple means of making himself known to whoever now dwelt there, which must have had a considerable impact given that he had literally risen from the dead. I hypothesise that it had passed to Vittorio Silvani, a young relative of Count Nefaria. Silvani was already possessed of criminal tendencies and was soon working for the Count. I also suggest that it was at this time that Nefaria seized control of the Nefaria Maggia family in Europe once more, again by the simple expedient of making his resurrection known. However he achieved it, he was now once more in control of his home, and with considerable resources at his service. He now set out to regain his power. Count Nefaria, as noted previously, was now in effect an "ionic vampire", requiring an influx of ionic energy from others in order to recharge himself. This was problematic, since the number of ionic powered individuals was very small, and most of them were in America. Thus, Nefaria decided to travel there with Vittorio and a group of Maggia agents. On arriving in America in secret, I further hypothesise that the Count quickly set about making his return known to the American Maggia family he had established, as a prelude to regaining control of this also. He also began to increase his funds in the US by having Vittorio commit a series of crimes, whilst his other agents started to locate ionic powered individuals on whom he could feed. However, Vittorio Silvani was not a subtle man, and soon a high profile robbery would result in Nefaria's cousin incurring the wrath of an old enemy, in the form of Iron Man.

Some months before Nefaria's return to America, the Avengers and Fantastic Four and some other heroes, plus the infamous Doctor Doom, had battled a psionic creature named Onslaught in Central park. Onslaught had been created when Professor X had ravaged the mind of his arch-foe Magneto, thus compromising his own sense of morality and absorbing certain unwanted aspects of Magneto's psyche in the process. This combination of guilt and foreign emotions had festered in the mind of the world's most powerful telepath, producing a second personality that had eventually become a separate entity of incalculable power. Onslaught had ultimately been defeated, but in doing this the Avengers and their comrades had been cast into an alternate reality created subconsciously by Franklin Richards, the reality-altering mutant son of Mr Fantastic, the Fantastic Four's leader. The world had thought them dead, but now they had returned, just in time for Iron Man to apprehend Vittorio. At the time, Vittorio was committing armed robbery of the Avalon Trading Company, which was run by Tony Stark's old friend George Avalon. Vittorio had simply walked into the building with a group of armed Maggia lackeys and a sub-machine gun, and demanded a "fortune in negotiable bonds". The police were soon aware of the situation, but with Silvani holding the occupants of the building hostage, they could do little but wait, even when they heard shots fired. This had occurred when Silvani had shot George Avalon, after he had handed over the combinations and passcodes the criminals required. Iron Man however had less need for restraint; he had overheard what was transpiring on the police band, which his helmet receivers routinely monitored, and soon arrived. He made an impressive entrance by smashing in through the glass ceiling, and then floating down menacingly in total silence to achieve the greatest intimidating effect. Despite the best efforts of Vittorio and his men, he had soon disarmed them, and as soon as he recognised the corpse present as George Avalon, he broke Vittorio's nose. With the gunmen disarmed and the hostages now safe, the police entered and dragged Vittorio and his men away. As he left, Silvani screamed in fury at Iron Man, swearing revenge.

Soon, Vittorio was in police custody, but within hours, he had put his first plan for revenge into motion. It seems unlikely that Nefaria would bother to make such arrangements on his cousin's behalf, but I think it possible, and indeed probable, that the Count would use his contacts to engineer Vittorio's release, since he still needed him and would not want any connection back to himself; he was not yet ready to announce his return to any of the Avengers. Whatever happened, Vittorio was soon in a position to send hired assassins after Iron Man's employer, Tony Stark. The assassins he hired were a group of high-tech professional mercenaries known as the Death-Squad. Their individual names are unknown, but their codenames were Rocket-Launcher, Airbourne, Smokescreen, Boobytrap, and their leader Firefight. That night, they confronted Stark at a construction site his company was working at, where he had wandered for some peace and quiet. However, he managed to elude them for long enough to slip into his armour, and against Iron Man, they had no chance; a strategic withdrawal was implemented, and they fled. But with Count Nefaria's permission, Vittorio hired two more assassins over the next few weeks, whilst Luchino continued his search for ionic powered individuals. The first assassin was a very old foe of Iron Man's known as Whiplash. His real name was Mark Scarlotti, and he had first clashed with the armoured Avenger whilst working for Nefaria's daughter, back when she had first become a Maggia leader. He was equipped with a variety of technologically advanced whips, some of which could shear steel, and he had fought Iron Man many times over the years. He also had no love for Iron Man's alter ego, for whom he had once worked. Scarlotti suffered from manic depression and the fact that his young son had recently been taken away from him by social services was doing nothing to improve his present state of mind. When Vittorio contacted him, he gone back to using the name Whiplash after being known as Blacklash for several years, and had obtained a new costume designed along sado-masochistic fetish designs. He took the job of killing Stark, but like the Death-Squad he was soon facing Iron Man, but fared much better than they had; he managed to fight Iron Man to a stand-still before having to withdraw to damage to his new hover-platform, which had allowed him to fight Iron Man in the air.

Meanwhile, Nefaria was making progress. He had been concerned that stealing ionic power would be difficult, since whoever he tried to drain would be much more powerful than he. This would put him at risk, and he had no intention of either being captured by an ionic powered hero such as Wonder Man, or killed by an ionic powered criminal such as Eric Josten. Besides, Josten who was now known as Atlas was attempting to find redemption and was trying to make a life for himself as a member of the outlaw group of former super-villains known as the Thunderbolts; thus, any attempt to drain his energy could well embroil Nefaria in a conflict with Josten's new team-mates. However, Count Nefaria's agents had located several corpses, which were irradiated with ionic energy. He could drain enough from these bodies to give himself enough power to tackle a major-league ionic powered individual.

Elsewhere, Vittorio's next assassin was making his move. This assassin was the lunatic known as Nitro. Robert Hunter had been granted the power to make his body explode by the alien Kree, the same race who had created the Inhumans. At will, he could detonate himself with devastating results, and then mentally reassemble his atoms, ready to explode once more. However, he was far too mentally unstable to be as reliable an assassin as Whiplash, and could not resist detonating a car before he even got to Tony. Stark heard the explosion, and inevitably Nitro was soon face-to-face with Iron Man. Convinced of his invincibility, Nitro was eager to fight the armoured Avenger, but soon regretted it; Iron Man's armour detected a frequency pulse released by Hunter's body just prior to each explosion, and realised that this pulse triggered Nitro's detonations. By duplicating this frequency, Iron Man was able to force Nitro to explode repeatedly until he was exhausted. Iron Man then knocked him out, and handed him over to the authorities, with orders to keep him sedated.

By now, Count Nefaria was prepared to strike. He had located his sources of ionic energy and had decided in what order to take them. He would start with the three hosts of Lucifer. Lucifer had been a member of the alien race known as the Quists, who were also collectively known as the Arcane. He had travelled to Earth to spearhead an invasion and prepare the way for the Arcane's controlling super-computer Dominus. He had spent many years on Earth preparing, and in fact had been the man responsible for crippling Professor Charles Xavier, but after two encounters with Xavier's students the X-Men he had been exiled to the so-called Nameless Dimension by the Supreme One, then leader of the Quists, as punishment for failing to bring Dominus to Earth. Twice afterwards, he had attempted to return to our dimension by projecting his essence into a human host. The first of these had been Charlie Gray, a security guard at Stark International. When the possessed Charlie had been confronted with his wife Wilma, he had managed to expel Lucifer, but the experience had left residual levels of ionic energy in his body. On the second occasion, Lucifer had simultaneously possessed two men, one a small-time crook named Rafe Michel, and the other Grover Raymond, a.k.a. Aries of the international crime cartel known as Zodiac. Both men had died as a result, but their corpses were also left charged with ionic energy. Sometime later, Dominus had apparently eliminated Lucifer when it had become independent and had seized control of Quistalium. Count Nefaria now sought these three ex-hosts of Lucifer. The first was Charlie Gray, who Nefaria tracked down and drained of ionic energy, in the process killing him and leaving him a desiccated husk. He then exhumed Rafe Michel and Grover Raymond and drained their corpses. After completing these tasks, he was now sufficiently powered to take on Nefarius.

Nefarius was Lloyd Bloch, a criminal once known as Moonstone. He had gained powers as Moonstone from an alien jewel of the same name, but after a defeat by Captain America, he had been imprisoned and the immoral psychologist Karla Sofen had used her skills to manipulate him into rejecting the Moonstone. She had then taken its power herself, gaining the ability to fly, super-human strength, and the power of intangibility. Bloch had been left psychotic by the experience and had been institutionalised. Whilst thus incarcerated, he encountered a fellow inmate who had somehow rediscovered the process that Professor Kenneth Sturdy had used to empower Nefaria. He had become as powerful as Nefaria had been, and had also adopted an identical costume and the name Nefarius. He had become, like Nefaria before him, possibly the most powerful mortal on the planet, but he was completely obsessed with exacting revenge on Sofen. This obsession reduced the threat he posed to the world, and was also the key to his defeat. He encountered members of the Avengers on three separate occasions, and had been imprisoned in the Vault, a special prison facility for super-powered felons. Now he was once more at large, and was stalking Moonstone, who like Josten, was currently a member of the Thunderbolts. His obsession made him predictable; Count Nefaria located the Thunderbolts in Denver, and immediately found Nefarius, who was watching them and waiting for the right moment to strike. The Count drained his emulator's powers, killing Bloch and finally restoring his own ionic power levels to their maximum.

Nefaria was now once more at his peak, but his nature was now such that his powers would need constant recharging. He required further sources of ionic energy to take with him back to Sicily. He therefore set out to locate Therak. Therak, who's only known real name was Theo, was a member of the Super-Villain team known as Death-Web, and who worked for the criminal mastermind known only as the Manipulator. His colleagues in Death-Web were Arachne (real name Dr Slyvia Yaqua) and Antro (Hashi Noto) and the three of them had been given spider-based powers by infusions of rare chemicals, spider-venoms and ionic energy. To keep them loyal, the Manipulator had also spiked these chemical cocktails with a poison to which he alone had the antidote; to stay alive, they were dependent on him for regular injections of this antidote. Therak's treatments had transformed him into a large, six-armed being possessed of enormous strength, but Count Nefaria was now stronger; he located Therak, overcame him, and had him shipped back to his castle in Sicily. How he circumvented the problem of Therak's need for the injections of antidote is unclear, but as with Nefaria himself, infusion with ionic power may have made Therak effectively immortal, despite what the Manipulator believed. Nefaria then turned his attention to one last source of ionic energy, in the shape of eight people known as the Crazy 8. He was unwilling at this time to engage in combat with super-hero teams, and so ignored Wonder Man, who was currently a member of the Avengers once more, and Atlas, who as we have seen was a member of the Tunderbolts. The Crazy 8 however, should have been easy pickings. They were friends of Wonder Man who had lived in the same building as he had when he had lived in Los Angeles, during his career as a Hollywood actor. They had been infused with ionic energy for a time, and although they had lost their powers since, they still contained traces of ionic energy just as the hosts of Lucifer had done. Count Nefaria and a pair of underlings were soon in Los Angeles, but on locating three of the eight, he soon discovered that they had a visitor. It was Iron Man.

SHIELD (originally Supreme Headquarters International Espionage Law-enforcement Division), was a top-secret American Government organisation set-up to combat terrorism. It had been run by one Colonel Nicholas Fury, a veteran of World War II who had been kept hale and hearty thanks to a life-prolonging serum known as the Infinity Formula. Fury was currently (incorrectly) believed dead, and SHIELD was now an acronym of Strategic Hazard Intervention Espionage Logistics Directorate. However, it was still an efficient anti-terrorist organisation and it routinely monitored events within the super-powered community. The deaths of Charlie Gray and Nefarius and the discovery of Rafe Michel's desecrated grave had not gone unnoticed; SHIELD forensics agent Jenna Carlisle had been assigned to investigate and had soon discovered that all three had been drained of ionic energy. Since this suggested a super-powered crime pattern, she had approached Tony Stark, hoping to enlist the aid of Iron Man. She had been successful. Iron Man had set out to investigate, and had learned from Wonder Man of the existence of the Crazy 8. Ordering Simon to remain at Avengers Mansion for his own safety, he had set out to warn the eight people of the danger, and to ensure that they got police protection. Count Nefaria was displeased at the intervention of his old foe, but was not yet willing to confront him directly. Besides, it was obvious that Iron Man was following the trail that Nefaria had left, but had not yet worked out who was responsible. He decided to have Iron Man dealt with.

As yet, SHIELD had not discovered that Grover Raymond's grave had been disturbed, but inevitably they would realise that it would be a target and send Iron Man out to investigate. Count Nefaria decided to prepare a reception for the armoured Avenger and assigned Vittorio Silvani the task of preparing this. Vittorio soon obtained the services of the Death-Squad, Whiplash and Nitro once more, the latter having been sprung from custody. They were ordered to go to the grave on Long Island, and wait there for Iron Man. meanwhile, Count Nefaria returned to his castle in Sicily with Vittorio Silvani to await developments and make further preparations. Count Nefaria suspected that he would soon be confronting Iron Man, and decided to do so on his own territory... At the grave, the group of mercenaries set a trap for Iron Man by attaching Aries' corpse to a wire, which when pulled would cause a set of high-tech lasers to rise up out the ground where they were hidden and fire upon whoever was at the grave site. The seven mercenaries then hid close by and awaited developments. Soon enough, Iron Man arrived, and found the coffin of Aries sticking up out of the grave. Inspecting it for clues, he soon tripped the trap. The guns immediately rose up out of the ground and fired on him. They had been designed specifically for his benefit, and were powerful enough to stagger him, allowing the Death-Squad, Whiplash and Nitro to make their entrance. Nitro was now wearing a protective scrambler harness to prevent Iron Man defeating him as he had last time, and the group quickly attacked, rapidly gaining the advantage over Iron Man. They had reckoned however without Agent Carlisle. Something of an "adrenaline junkie", she had followed Iron Man out to Long Island, and now fired upon the attackers. A crack-shot, she immediately tagged Airbourne's flight harness, and more importantly, she also shot Robert Hunter's scrambler harness; taking advantage of this, Iron Man once more began to detonate Nitro. With Nitro exploding uncontrollably, Whiplash swiftly made an exit, whilst the Death-Squad too realised that their ambush was ruined. Boarding their escape craft, they took off and immediately flew away.

Iron Man set off in pursuit. Over the comm-link in their jet, the Death-Squad received orders from Vittorio to lead Iron Man to Nefaria's castle in Sicily. The Death-Squad's jet was state of the art, and so was Iron Man's armour; very soon, they were both landing at Nefaria's castle in Sicily. Immediately, Iron Man felt a sense of deja vu. Although Stark had never visited Count Nefaria's ancestral home, it was sufficiently similar to his Italian castle, still located in the New Jersey palisades, to set alarm bells ringing in Tony's subconscious. His immediate concern though was the Death-Squad. He was determined to find who employed them to kill first Stark and now Iron Man. As soon as the group's plane landed in the castle courtyard, the building's perimeter defences activated. From a turret overlooking the courtyard, robot-controlled machine guns began to fire on Iron Man and by the time he had overcome them, the Death-Squad had emerged from their ship and prepared to fight him once more. As they battled, Iron Man suddenly noticed that the landing platform on which they fought was made of conductive material, and just as he realised the implications of this, Vittorio Silvani struck. A massive discharge of ionic energy suddenly flared up through the floor, felling the Death-Squad and crashing Iron Man's armour systems. Now immobile, he could only watch as he learned who had been hiring assassins to kill Stark; Vittorio Silvani emerged triumphantly from an archway. He informed Iron Man that a second "ionic shock" would kill him, a goal for which the loss of the Death-Squad would be an acceptable price to pay. But he was spending too much time gloating; Iron Man's chest light had rebooted and by switching it on he managed to startle Vittorio enough to channel energy into his repulsor rays, sending Silvani flying backwards, the ionic shock control falling from his grasp. Iron Man's systems were now fully back online and he crushed the control beneath a boot and seized Vittorio, demanding to know whom he was working for. He did not seriously believe that this arrogant young hoodlum was the owner of this castle and the mastermind behind the ionic-based murders.

Taking full advantage of the drama of the moment, Count Nefaria now emerged from the same archway through which minutes before Vittorio had passed. He was clad in a new costume, a darker more armoured affair than his previous black, white, yellow and red outfit, but one still optimised for ionic energy transfer. Iron Man looked at him in stunned amazement; in his line of work as a Super-Hero, he was not unaccustomed to facing Super-Villains whom he had thought dead (only recently, his greatest foe the Mandarin had returned to plague him once more), but he had been so certain that Nefaria was deceased. Suddenly faced with the return of one of the Avengers' most dangerous foes, he could not help but be shaken, and as Nefaria suddenly unleashed his laser vision, hurling Iron Man backwards, he realised that the Count was fully powered. Luchino then seized his opponent and hurled him a good mile from the castle. Even Iron Man's armour was hard pressed to deal with such an assault and was starting to literally crack. However, he hoped that being thrown so far would give him time to recover. Turning round, he suddenly realised how mistaken he was; Nefaria was flying towards him and he was carrying an oil tanker above his head. We have seen Count Nefaria at the peak of his prowess before, but on that occasion we only ever saw him fighting the Avengers, never performing such feats as this. And on that occasion he had been unsure of himself, fearing Thor and still exploring the limits of his capabilities. But now, he knew exactly what he was capable of:

"The power I possess......You truly cannot imagine."

He then dropped the ship on his enemy. To his armour's credit, Iron Man survived, but increasingly doubted his ability to survive the rest of the battle. His only hope was in the fact that Nefaria seemingly need to recharge his ionic energies, based on what Tony knew of the murders and grave robberies he had been investigating. But how long would it be before Nefaria's energy started to wane? Just then, the Count tore open the oil tanker to find Iron Man. With a smirk the Sicilian unleashed his eye beams once more and ignited the tanker's payload of oil. Iron Man barely survived this new assault, and Nefaria's own costume was largely burnt off, but the Count was still standing and still strong. However, Iron Man was wondering why Nefaria had caused the explosion rather than indulging in frontal attack, and realised that the Count's powers were already being drained. Desperately, he goaded Nefaria into another attack and this time the Count made a really impressive effort; he lifted a virtual mountain of rock. This was what Iron Man had been hoping for and he fired a repulsor blast with the last of his power reserves. Caught off guard, Nefaria dropped the mountain on top of himself whilst Iron Man flew to safety. This took nearly everything out of the Count, and when he crawled from underneath the rubble he was nearly completely drained. This being the case, he was no state to deal with the croup of armed SHIELD agents lead by Agent Carlisle who now faced him. SHIELD's satellites had tracked Iron Man and Jenna had come to his rescue. Nefaria surrendered and was taken into SHIELD custody. Iron Man, exhausted, returned to America to repair his armour.

Count Nefaria, as SHIELD soon found out, had little cause for concern. Sicily refused to let them extradite him until they tried him first. Since his resurrection, he had done more than seize control of the Maggia; he had also made extensive contacts throughout the Sicilian Government. Not only was he released from custody, he was granted immunity by the Government. When he first obtained his powers, as we have seen, Nefaria's first concern was testing them against the Avengers. Now he had no fear of premature aging, and no need to test his powers in combat. He knew exactly what the extent of his powers was and thanks to the captive Therak, he was soon fully recharged. Unlike Nefarius, Therak was not killed by the draining of his powers, and could be used indefinitely as a living ionic generator. With control over the European Maggia families, his estate back in his possession, and a ready supply of ionic energy, Count Nefaria was ready to use his assets to their full potential for the first time. Soon, he would take advantage of this to instigate a project that would threaten the entire world, but first he would risk everything on a side project designed to soothe a nagging paranoia. This would take him to one of the strangest countries on Earth...

Chapter 10: Into the Savage Land

Therak was effectively an inexhaustible supply of ionic power, but Nefaria feared that he would ultimately be drained beyond his capacity to regenerate. He decided that he needed more ionic powered individuals to act as an emergency supply. But there was a problem; ionic powered beings were rare and those who did exist were generally members of super-powered teams. Despite Nefaria's current power, he did not really desire outside interference. The solution then was to create ionic powered beings to order, but this too was problematic. With both Baron Zemo and Professor Sturdy dead, Nefaria knew of nobody who could carry out this task. Presumably, the person responsible for empowering Nefarius was similarly unavailable, but Nefaria did manage to recruit a scientist named Manning. Manning's had been a student of the insane Nazi geneticist Arnim Zola, a.k.a. the Bio-Fanatic, and as such his field of expertise was cloning and rapid-cell growth (i.e. the ability to clone full-grown adults in short periods of time). However, Nefaria felt that he might have the knowledge required to recreate Zemo's work. The next problem was the need for test subjects to carry out the research on. This would require considerable numbers of humans or large animals, and it would be difficult to carry out such research without attracting the attention of the Super-Hero community. But such a place existed in the form of the Savage Land.

The Savage Land lay at the heart of Antarctica like the proverbial land that time forgot. It was a tropical paradise that had existed for millennia, protected from the ice fields that surrounded it by the ring of volcanic mountains that marked its borders. It had been created as a nature reserve by the alien Nuwali at the behest of the powerful extra-dimensional beings known as the Beyonders, and was maintained by their technology. Various humans and sub-species of humanity populated the Savage Land, as well as large numbers of dinosaurs that had survived to the present day in the Savge Land's tropical environment. The Savage Land was ruled by Ka-Zar and his wife Shanna the She-Devil. Ka-Zar had been born Lord Kevin Plunder, the son of an English nobleman who had found the Savage land years ago. He had taken his son there when Kevin was just a boy, but had then been slain by the native Man-Ape tribe led by Maa-Gor. Kevin had fled into the Savage Land and survived, growing to adulthood in the tropical wilderness. He had been named Ka-Zar, meaning Son of the Tiger, and had eventually become Lord of the Savage Land, protecting it from outsiders who wished to exploit it. Eventually, he had married Shanna and they had recently had a son, Matthew. Ka-Zar was also constantly accompanied by his pet Sabre-Toothed Tiger, Zabu. Count Nefaria knew that the humans and dinosaurs of the Savage Land would provide all of the test subjects he needed. He thus set out for the Savage land with Manning and the equipment he needed. As an added precaution, he donned an animal skull headdress and adopted the alias Stox, since he knew that Ka-Zar was a friend of the Avengers; if word of his arrival reached civilisation, he did want it to be known that Count Nefaria was there.

On arrival Count Nefaria was fully powered and he had an army with him. He easily defeated Ka-Zar and Shanna, then subjugated the other humans and captured large numbers of dinosaurs. He also built an elaborate base, which reached through a mountain and incorporated a European style castle on a ledge on the cliff-face on the other side of the mountain from the jungle. He was now almost ready to begin, but despite the numbers of captives he had taken, he did not want to exhaust the supply. He thus had Manning clone everyone he captured, whether human or saurian, and decided that the experiments would be performed on the clones. The original denizens of the Savage Land, including the real Ka-Zar, Shanna and Matthew, were placed in suspended animation. They would be used for later experiments if need be. The work began. Many of those whom "Stox" and Manning experimented on died. Others mutated into half-human half-dinosaur hybrids. These were forced to serve Nefaria as guards, since the army he had apparently brought within him seemingly either died during the takeover or returned to Sicily. One of the dinosaurs developed the ability to speak and gained human-level intelligence; he escaped, and made his way out of the Savage Land. Eventually, Nefaria turned his attention to the clones of Ka-Zar and his family, none of who knew of their artificial family. They were injected with test sera and soon reacted, but did not become ionic generators; instead, Ka-Zar and Shanna rapidly aged into extreme old age and Matthew aged to his late teens. But by now, the escaped dinosaur had somehow reached Turkey and there encountered a SHIELD agent named Sharon Carter, also known as Agent 13. She learned of Stox's invasion and returned to the Savage Land with the dinosaur, whom she named Barney, to try and help. Soon, she arrived in the Savage Land and was quickly captured by the hybrid soldiers of Stox. But her arrival had two effects. Firstly, Ka-Zar and his family took advantage of the distraction she provided to escape. Secondly, SHIELD noticed her disappearance and traced her to the Savage Land, and immediately sent help. This help took the form of Sharon's long time friend and occasional love interest, Captain America.

Captain America was particularly keen to see Sharon, since they had recently parted company abruptly and on bad terms; during Rogers' most recent encounter with his arch-nemesis the Red Skull, he had told Carter that he loved her in order to break the mind-control under which the Skull had placed her. The tactic worked, but it had had an emotional impact on Sharon who had walked away as soon as the Skull was defeated. Thus, Captain America was desperate to talk to her. Soon enough, he arrived in the Savage Land only to be attacked by Nefaria's hybrids. He was unexpectedly aided by the teenage clone of Matthew Plunder, Zabu and a group of Ka-Zar's friends who flew to the rescue on the backs of Pterodactyls. Matthew then took him to see his aging father. As the Ka-Zar clone explained what Stox had done, Captain America's fear for her safety grew. He was outraged also at what Stox had done to the Savage Land's people and this outrage increased when the Ka-Zar clone died. Captain America did not know that he was not the real Ka-Zar, but even if he had it would have made little difference; this man had been mistreated and ultimately killed by a ruthless invader. Steve was determined to bring him to justice and also to rescue Sharon. Accompanied by the vengeful Matthew, he set out for Stox's base.

Meanwhile, Stox was gleefully thanking the caged Agent 13 for returning Barney, who was Manning's most successful experimental subject to date. Manning intended to further evolve Barney into the ionic-powered being Nefaria required. As Barney was released from the cage, Sharon tried to attack Manning and disrupt the experiment but was felled by a quick blast from the Count's laser vision. Interestingly, his eye-blasts, usually red, were now green. Since Therak was not present, Nefaria's energy levels were becoming depleted and I hypothesise that the change in colour of his laser vision was a reflection of that effect. With Sharon unconscious, Stox ordered Manning to proceed. Outside however, another interruption was gaining entry to the compound. Captain America was more than a match for the hybrid guards and Matthew was proving to be an able fighter also. Zabu was also present to lend a paw and the group soon gained entry to the laboratory. Stox immediately greeted the Avenger:

"Captain America. I'm a hard man to surprise, but I must confess - - - - I never expected to see you here."

He then suddenly unleashed his laser vision a second time, stunning Matthew and Zabu. Captain America stared hard at Stox. He had recognised his ionic powers and Sicilian accent. Confronted with his true identity, Stox removed his disguise and faced the Avenger as Count Nefaria.

Very soon, Captain America was in a cage hanging from the ceiling, with a muscular serpentine dinosaur coiled around his arms and neck to prevent him from moving. Agent 13 and Matthew were similarly caged, although without animal harnesses and the three of them could only look on as the gloating Count Nefaria watched Manning strap Barney down and bathed him in an agonising ionic beam. The smirking Count informed his prisoners that if Barney were successfully transformed, they would be next. Captain America was ignoring him. Foolishly, the guards had left his shield in his cage with him, and he now managed to kick it such that it knocked the beam generator aside. Barney was no longer bathed in its glow. Even as the startled Nefaria ordered Manning to fix it, Captain America managed to break the wooden cage floor and drop down so that the beast holding him was caught in the ray; shrieking with pain, it began to weaken. Furiously, Nefaria rushed forward, but a kick form captain America knocked him back; his ionic power was finally drained. Realising with a sinking feeling that his plan was in tatters, he fled. Breaking free Captain America released the others and pursued him.

By the time Captain America caught up with the Count, Nefaria had dashed through the mountain tunnels of his base and out of the castle on the far side. He was now crossing a rope bridge that stretched across the chasm, which the castle overlooked. As he got halfway across, Captain America's shield hit him in the back. Struggling to his feet, he turned to face his enemy. He was determined to escape and quickly pulled a cybernetic link from his clothing, plugging it into his ear and using it to summon his escape ship. Captain America turned as he heard the jet approaching, just in time to see it open fire at him. With lightening reflexes, he dodged and the bullets cut the rope bridge in half. Now, both he and Nefaria found themselves hanging from the same half, and Captain America climbed up to grab him. He seized the Count and tore the link from his ear, with painful consequences; Nefaria screamed, lost his grip on the bridge, and plummeted into the chasm. With his powers at their lowest ebb, it is unlikely that Nefaria would have survived the fall, but fortunately the clone of Matthew Plunder saved him. He had no intention of letting Nefaria die until he answered for his crimes. Soon, the Count was imprisoned in a wooden cage, awaiting his fate. All that now remained was to overcome Nefaria's hybrid guards. Captain America, Agent 13 and Matthew set about this task, but suddenly "Matthew" slowed down. As Rogers and Carter watched in dismay, he suddenly aged to death. Throughout the Savage Land, the process was being repeated, as the clones created by Manning proved to be rather less stable than those created by Manning's teacher, Arnim Zola. But dismay soon gave way to relief, as the pair located the massive chamber containing the real Savage La inhabitants. Releasing the bona fide Ka-Zar, Shanna, Zabu and Matthew, they explained what Count Nefaria and done and then with the Count in Ka-Zar's custody and destined to face trial in the Savage Land, they departed to rendezvous with a SHIELD craft sent to pick them up.

Count Nefaria did not remain in the Savage Land for long. Whether he escaped by means of his own resourcefulness or with the help of his lackeys, he was soon free and he returned to Sicily. With the ever-unwilling aid of Therak he restored his power levels to their maximum and began to plan anew. He quickly decided that struggling to create ionic powered "batteries" to supply him with energy was beneath him, and he set about preparing his ascension to a position in the world order truly befitting a Nefaria. This would bring him once more into conflict with the Avengers, and also the Thunderbolts and his daughter. He was about to threaten the world like never before...

Appendix I: References:

"The Castle of Count Nefaria" from Avengers (vol. 1) issue 13 by Lee (writer), Heck (pencils), and Ayers (inks). Classic Stan Lee fare featuring the Count's first appearance and [almost] the original Avengers line-up. Its nice to read a comic from the days when someone could outwit the Avengers by the power of thought alone, without the need for Thanos-like power levels, and Heck's art is great. 8/10.

"Where Walk the Villains!" from Tales of Suspense issue 67 by Lee (writer), Heck (pencils), and Esposito [as Demeo] (inks); and "If a Man be Mad!" by Hartley (writer), Heck (pencils), and Esposito [as Demeo] (inks). A very strange pair of stories. As Kurt Busiek notes, the art suggests that the Maker of Dreams was intended to be a new villain, but Stan Lee got confused. The story isn't bad, but the Maker doesn't look much like Count Nefaria. The second story features the Count looking as he should, and is notable for the appearance of Morgan Stark. It's also notable *cough* for the first appearance of the Froma and suddenly gets very, very silly half-way through. 6/10, mainly for the art.

"Divided - - We Fall!" and "To Save a City" from X-Men (vol. 1) issues 22 and 23, by Thomas (writer), Roth [as Gavin in issue 22] (pencils), and Ayers (inks). Probably my favourite Count Nefaria story and also one of my favourite X-Men stories, this is comic storytelling as only the sixties could get away with. It has an epic feel, and the presence of Nefaria's lieutenants grants it extra bonus points. It's also nice to read an X-Men story before it became the most continuity-heavy franchise in Marvel Comics. 9/10.

"The Doomsmith Scenario!" from X-Men (vol. 1) issue 94 by Wein (plot), Claremont (script), Cockrum (pencils), and McLeod (inks); and "Warhunt!" from X-Men (vol. 1) issue 95 Wein (plot), Claremont (script), Cockrum (pencils), and Grainger (inks). "Warhunt!" had two extra pages when reprinted in Classic X-Men issue 3. Claremont's legendary X-Men stint gets going with a bang, although Len Wein is as much responsible for the success of this story. The death of Thunderbird is a key event in X-continuity and Cockrum's art is fantastic. The extra bits in Classic X-Men issue 3 add slightly more depth also. 10/10.

"To Fall by Treachery", "Hammer of Vengeance", and "Day of the Godslayer" from Avengers (vol. 1) issues 164 to 166, all by Shooter (writer), Byrne (pencils), and Marcos (inks). One of the most popular storylines in Avengers history, and one that is particularly relevant to the current Avengers/Thunderbolts crossover. I prefer to see the Count in traditional European finery rather than the garish costume he adopts here, but generally this is a great story which really sees the Avengers tested. 9/10.

"The Menace of...Arsenal!" from Iron Man (vol. 1) issue 114, by Mantlo (writer), Giffen (pencils), and "D." (inks); "Betrayal!" from Iron Man (vol. 1) issue 115 by Mantlo (writer), Romita Jr (pencils), and Green (inks); and "Anguish, Once Removed!" by Layton (plot), Micheline (script), Romita Jr (pencils), and Layton (inks). A bit of a mixed bag this. It is notable for the death of the original Ani-Men, and is now also significant as the last bona fide appearance of the real Madame Masque for over two decades. Although Nefaria's death was later retconned, it still seems like an anticlimactic epilogue to Avengers issues 164 to 166. Nice art though. 7/10.

"Son of Darkness [Fear the Reaper Part I of III]" from Avengers (vol. 1) issue 352, by Kaminski (writer), Wyman (pencils), and Palmer (inks); "To Wake the Dead [Fear the Reaper Part II of III]" from issue 353 by Kaminski (writer), Wyman (pencils), and Ariane (inks); and "The Conqueror Worm [Fear the Reaper Part III of III]" from issue 354 by Kaminski (writer), Wyman (pencils), and Alexandrov and Ariane (inks). A story with genuinely creepy moments which is let down by bland artwork. 6/10.

"Power Tools" from Iron Man Annual '99, by Busiek (plot), Casey (script), Shoemaker (pencils), and LaRosa and Shoemaker (inks). This comic was the most exciting thing I'd read since the 1998 IM annual, when Kurt brought back MODOK in style; two of my favourite villains in two years were scarcely believable. Some of Casey's script seems to be at odds with Kurt's intentions (?), but the whole issue reads well, features a plethora of guest-stars both alive and dead, and sports nice art. 9/10.

"Grotesqueries", from Captain America (vol. 3) issue 28, by Jurgens (writer), Andy Kubert (pencils), and Green and Joe Kubert (inks); "The Savage Man" from issue 29 by Jurgens (writer), Anderson (pencils), and Green (inks); and "Waste of Dreams" and "Hidden Paths" from issues 30 and 31 respectively, both by Jurgens (writer), Andy Kubert (pencils), and Green (inks). Absolute pants. Virtually nothing happens in the four issues, Ka-Zar's "death" is a cheap trick (which doesn't make sense) and Nefaria isn't particularly out of character. He also seems to lose his ionic powers at a convenient moment, allowing Cap to kick his arse. However, at least this story convinced me to save �1.55 a month by not buying Cap anymore until a new writer comes onboard. And the art is pretty good too. 3/10.

Appendix II: Nefarius:

Since many fans confuse Nefaria and Nefarius, here are Nefarius's appearances:

Nefarius first appeared as the original Moonstone in Captain America (vol. 1) issue 169, and remained in the title until issue 175 (see my Tumbler bio for more details). Karla Sofen was revealed to have stolen his powers in flashback in issue 279.

He first appeared as Nefarius in issue 379, then had two further appearances (in issue 443 and Avengers Unplugged issue 1) before his death in the Iron Man Annual.