From the pages of Alternate Marvel!

First I'd like to direct you to the first 6 issues on this forum:
Alpha Flight #1: To Rise Once More.

Alpha Flight #2: Down to the Wyre/

Alpha Flight #3: 10,0000 Leagues Below.

Alpha Flight #4: Alpha Omega

Alpha Flight #5: Reborn.

Alpha Flight #6: New Flight.

That said, here begins series 2:

Alpha Flight #1: "Mind and Metal."
By: Tawmis

In a time of darkness, heroes stood up and fought for their country that they loved so much. Hated by their own government, questioned by the people of Canada – Alpha Flight never stops to ask why they do what they do. They are heroes. It is their duty. Welcome – Vindicator! Guardian! Sasquatch! Northstar! Aurora! Shaman! Puck! Snowbird! Welcome to – Alpha Flight!

James MacDonald Hudson. In his life, he's done and experienced more than any could hope to comprehend. There are times, he awakes from nightmares that still plague him, wondering if he is truly alive; and that perhaps all of this was a vivid dream.

Despite the ups and downs he has encountered in his young life, looking to his side, and seeing his beautiful wife, Heather Hudson, he knows he would never trade any of it away. Not even the darkest of times.

It's all been a part of making him who he is today. The man he's become.

At one time he worked for a man named Jerry Jaxon. He had worked for Am-Can Petroleum Corporation and had developed a suit of armor to be used in exploratory work.

When he had discovered that Jerry Jaxon had intended to sell to suit to the American military, he had quit in protest.

He had returned that night, donned the armor and used it to break into the safe and destroy the blue prints.

It was then, his wife now, Heather McNeil had promised to help him cover his tracks, as she was Jaxon's personal secretary. At her suggestion, Hudson had met with numerous officials in the Federal Government at Ottawa.

Realizing the potential asset a man of Hudson's genius would be, they used a number of legal techniques to declare that he had been "retroactively" working for them for six years.

The government had set up Department H, named after Hudson, and set him to work doing research for the Ministry of Defense. It was shortly there after, he had wed Heather, and his life seemed to be moving along perfectly.

His life would begin to change on their honeymoon, where they had met a beast of a man, who would later be known as Wolverine.

They helped him they best they could. When Hudson had returned to work, something seemed to be missing. That was when he had seen an article in the paper about The Fantastic Four, which inspired him to form a team of heroes to protect Canada.

Hudson had formed "First Flight." A team that unfortunately did not do as well as he had expected. During the battle, a novice hero named Smart Alec froze under pressure. Also, Sean Bernard, known then as Groundhog, had quit the team immediately after the mission.

Each event though did not discourage Hudson; it only seemed to inspire him further.

Firstly, Smart Alec's failure and inexperience, had inspired Hudson to create a "tier" of teams. One of active operatives, and the other team, in various stages of training.

The tiers became known as: Alpha, Beta and Gamma Flight.

The most motivating had been Groundhog's departure. Hudson had donned the armor he had built to act as a field operative, replacing Bernard.

At this time, he had hoped that his closest friend, Logan, better known as Wolverine, would be the one to lead Alpha Flight.

This is where, sadly, Hudson's life began to crumble.

The intention to have Wolverine lead Alpha Flight was quickly dismissed when the American, Charles Xavier, sought out Wolverine and recruited him for the team known as The X-Men.

Hudson had eventually refined the suit from the bulky armor to a highly, sophisticated and flexible suit of mail.

He had then tried to "recover" Wolverine from the X-Men and failed, and in the process, wounded a civilian named Moira MacTaggert. He had adopted the name Weapon Alpha then, and promptly changed it to Vindicator, feeling he had needed to "vindicate" himself.

Hudsen led Alpha Flight, which at the time included: himself, Shaman, Northstar, Aurora, Snowbird and Sasquatch, in another attempt to recover Wolverine from the X-Men, which resulted in Wolverine surrendering, only to escape as quickly as he had given himself up.

On his close friend, Michael Twoyoungmen's advice, also known as Shaman, he had taken up the name Guardian; to represent himself as Canada's "Guardian" (and symbol, as Captain America had been to the United States).

Department H was closed due to budget cuts, which forced Hudson to take up a surprise offer from Roxxon Oil in New York.

Unknown to him, it had been set up by his former boss, Jerry Jaxon, who had organized a team calling themselves "Omega Flight."

Jaxon had managed to damage Hudson's armor, and the result had been an explosion, that had apparently reduced him to ashes.

In actuality, Hudson had managed to channel the blast to create a spatial rift. He plunged through the rift to Ganymede, the largest of Jupiter's moons, and was found by an alien race known as the Qu'wrlln.

They had managed to save his life, but unknown to them; the armor was not a natural part of his body. However, they created a synthesis of technological and organic systems, rendering Hudson a cyborg. He was then placed in suspended animation, until it was the right time to "send him home."

However, the Qu'wrlln had an unparalleled fear of Galactus, the World Eater. They had modified Hudson so that if they ever had need of him, they could instantly summon him to their side to fight Galactus.

When Hudson was returned to Earth in suspended animation, he had crashed into the Earth's oceans and did not awake. Instead he was found by a Roxxon drilling platform and shipped to a Roxxon Research facility.

There, the Roxxon-built robot, Delphine Courtney, used the information to impersonate Hudson and led Omega Flight on another battle against Alpha Flight.

Roxxon had called in Madison Jeffries to battle Hudson's mind, who had been cybernetically taking over the computer network at Roxxon. When Madison realized there had been a living mind, Roxxon decided to "pull the plug" on Hudson's life support.

He returned to Alpha Flight, with Madison's help, and came to learn that Heather had donned on a duplicate outfit, and adopted the name Guardian, so once more he took up the name Vindicator.

Unfortunately, there were several emotional problems that surfaced. The tampering the Qu'wrlln had done had made it so his cybernetic self often dominated over his organic half.

Galactus had eventually come to attack the Qu'wrlln, and they indeed summon Alpha Flight, and the Avengers to aid them. A bargain was struck, that Galactus would use his technology to bring the mother ship of an alien group called The Consortium to him; however in his weakened state, he was unable to power up the device that would have done so, thus sending the heroes home.

The only suitable power sources were Heather and himself. He had rendered his wife unconscious, and sent her through the rigt back home as he "died" a second time.

However, he was thrust and trapped into a dimension of Null Space. There he was found and recovered by Master of the World, who claimed to have "improved" Hudson's intellect in many ways.

Hudson, under Master's control, took up the name Anti-Guard and battled Alpha Flight, along side Master's version of Omega Flight, until Heather was able to break through Master's conditioning.

They had managed to defeat Master and Omega Flight, only to return home and find that Department H had closed down yet again.

His hands touched the red and white armor.

His life had not been an easy one.

He slid his legs over the edge of the bed and slowly pulled himself out, making sure not to awaken his beautiful, amber haired wife. She had always made him smile; even when she slept, even if she never said a word.

He stretched as he stood and made his way through the darkness. His cybernetic eye quickly adjusted to the light needed, allowing him to easily and quickly, navigate through the darkness.

The mechanical door slid open, and before he could say a word, Shaman spoke. "Couldn't sleep, James?"

"No," Hudson replied, scratching the back of his head. "Got a lot on my mind, Michael."

Michael turned around, "Is it anything you'd like to talk about?"

"No," James smiled, reassuringly. "It's just the news you mentioned. About Heather. I'm going to be a father." He paused for a long moment. "I am not sure that's yet sunk in. Or maybe it has, and I am scared that I will fail like I did with Alpha Flight."

Shaman frowned. "James, if you think you have failed with Alpha Flight," he turned his head back towards the monitor. "I think they would disagree."

The monitors reflected tests being run on both Sasquatch and Marinna.

"I've done nothing to help their lives," James protested. "If anything, I have helped ruin them."

"You believe that?" Shaman replied. "Self pity isn't becoming of you, James. Without you, Walter would have gone on to become Tarnaq, and his soul would be forever lost."

"It almost was forever lost, if it hadn't been for you," James replied, recalling Shaman capturing Walter's soul into his bag, even as Walter's stone form crumbled to dust.

"And I would not have been there to help if you had not brought us together," Shaman replied. "And Marinna would have gone on to become what the Phlodex are by nature. As you know, thousands of years ago, the colony ship of the alien Plodex race crash landed on Earth. Standard for their kind is to find the dominant life form of the plant, imprint the thousands of eggs in the colony ship's hold with the genetic data, and then send the new Plodex out to breed and conquer."

"And?" James looked at Shaman. "Marinna did just that. In the process almost killed Puck. She also caused the destruction of untold hundreds when she made her `nest' for breeding."

"She would have continued to breed with the other Plodex that Master introduced," Shaman replied. "But, again, because of you; Alpha Flight knew what she was and how to deal with her. We thought the only way to `free' her was to kill her, so that's what we finally had to do with the aid of the Avengers. But as Llan had said to us, she slept a false sleep; and if it had not been for Alpha Flight, once again Master would have had her to manipulate her and wreak havoc and destruction upon the Earth."

"Michael," James scratched the back of his head again, as if deep in thought.

"Yes James?"

"Sometimes I hate how logical you are," James smiled.

Shaman laughed. "It's my pleasure, James."

"So how are they doing?" James asked, pointing at the monitor.

Shaman turned back to face the readings. "It's incredible. Walter continues to exceed his limits. Every time I think he's reached his peak strength and endurance, it continues to double itself. And Marinna seems to be doing just as well. She seems to be free of the Master's influence, back to her timid self. Like Sasquatch, her swimming speeds have nearly doubled since the last time she was a part of Alpha Flight."

"How so?" James asked, his brows coming together in concern. "You don't think she's going to revert to her Plodex alien form do you?"

"No," Shaman shook his head. "That all seems to be behind her. Her `false sleep' as Llan called it seems to have `cleansed' her DNA of the Plodex, or perhaps it was The Master's tinkering of DNA that has done so. Regardless, that `instinct' to `adapt' is no longer within her DNA."

"As you know, she derived numerous super-human abilities from her amphibious and alien natures. She is capiable of indefinite survival on either land or in water, and does not suffer as, say Namor does, with oxygen deprivation or intoxication difficulties."

"She is naturally well suited for underwater life. While submerged she gains incredibly enhanced senses that compensate for the lack of light at the lower depths. Her strength by far surpasses that above any peak human, such as Captain America, and may rival that of Spider Man himself. She's also capable of surviving the crushing depths of the ocean floor with no discomfort. As it is," he turned to James, "I can't even begin to test the limits. I have tagged her to go as far down as she can to the ocean floor, and I lose the signal to her before she reaches the bottom. The depth and density of the ocean floor is undoubtedly causing the signal loss – but if she's going as far down as I suspect," he paused, "James, she's an incredible creature. Her control exceeds what she once possessed as well. As we know, she could swim faster than the twins (1) could fly after her, and even at that speed, she - as the Americans say – can turn on a dime. Even before her `false sleep' she was faster than such swimmers as Namor, but now… it's amazing."

He smiled. "And I have no doubt that she can repeat her trick of the water spout, and ability I still have yet to comprehend how she does it."

James smiled, recalling when Marinna had used her ability to create a waterspout, stretching extreme distances from the source of water, up to five miles away, as she had once done in helping defeat Tundra.

"I've also noticed that she's gained more control over the oil that she is able to secrete," he pointed to the monitor. "There you can see how she uses it on the dummy targets we have stationed. The oil, an ability from her Plodex heritage allows her to cause temporary blindness in her victims."

"And yet you're certain that the Plodex DNA has been removed from her?"

Shaman looked over his shoulder. "My medical tests tell me so. My magical tests confirm that. And the database readings further emphasize it."

Sasquatch came through the door. "How's she doing?"

Shaman smiled. "She seems to be doing incredibly well, just as you are, Walt."

"Yeah, but I still can't figure out how to switch back to human," Sasquatch sighed. "With hands like these," he stared at his large, human hands, "it makes it difficult to do any science work. And believe it or not, I'd like to do that again."

"We will find a way," Shaman replied, standing as Marinna came into the room, concluding her own tests. He placed a hand on Sasquatch's chest, "Whether it be medical or magical, we will find a way, Walt."

"Thanks, Michael," Sasquatch replied, and sulked from the room, to return to the testing room.

[Moments later, after running Sasquatch through further testing…]

"It's strange," Vindicator said. "To see a man, turned into a powerful creature like Sasquatch; and yet, deep down inside, want to be nothing more than a simple man. His strength and endurance on the outside shelter a fragile heart inside."

"Indeed," Shaman set his mystical pouch on the table as he leaned forward to speak into the microphone. "Walter, come on up."

Unseen by both Vindicator and Shaman, the bag slowly opened, and a light mist seemed to swirl into the sky before apparently disipating into nothingness.

Sasquatch stepped into the room. "What's the verdict, Doc?"

Shaman looked up at the massive form of Sasquatch. "Well, it seems your strength and agility continue to climb at an incredible rate."

"But still no way for me to revert back to human?" Sasquatch asked.

"Not that I have found," Shaman began. "Yet," he quickly amended.

At that moment, the doors slid open and the form of Box entered the room. "Hey Madison – what are you doing in the armor? Thought you were giving up the whole hero biz now that you and Lil are married?"

And without warning, Box's fist slammed into Sasquatch's chest, sending him flying across the room.

"Madison! Have you gone insane?" Vindicator shouted.

"He stole my body! He left me in the void!" Box shouted and charged Sasquatch again.

"That's not Madison's voice!" Vindicator shouted. "But then who is it?"

Box landed another punch on Sasquatch before he could recover his senses. The two toppled through the glass into the training room.

"You were going to leave me there! Floating without ever coming back for me!" the angry voice within Box boomed.

Sasquatch, now on his feet, easily dodged. "So, anyone want to tell me what's going on here? I am having a reverse flash back of when I fought Pestilence!" (2)

"That's it!" Shaman replied. "It's Alec Thorne!"

"Smart Alec?" Vindicator asked as he grabbed Shaman and flew into the room. "But how?"

"He must have finally found his way out of the bag," Shaman explained. "And grabbed the first `body' he could find – Box's armor!" (3)

Vindicator blasted at the Box armor.

Box turned, "You! How are you alive?"

"Same could be asked about you," Vindicator replied. "Calm down, Alec and we can work this out!"

"Work this out?" Alec shouted. "Do you know what it's like to wander inside Shaman's bag? To be lost without a body?"

"I can only imagine," Vindicator replied. "But if you knew what we've all gone through you'd understand. I've died and come back, Walter is trapped within Tarnaq's body and can't revert to human – we've all suffered, Alec."

"When I found your body, Alec, it was an empty husk," Sasquatch explained. "Your consciousness had been ripped from it. During a battle against Pestilence, your body was badly damaged. Shaman has been hard at work trying to help me, as well, as you."

Box's eyes lit up. "And how am I supposed to believe you?"

"Because none of us want to fight you, Alec," Shaman replied. "All we want to do is help."

Box swiveled his head to look around. "But I was a part of the team that tried to destroy you, Hudson."

"As was Diamond Lil," Vindicator replied. "But she's now married to Madison. And we're now in Madison's sub-basement. And Wildchild was a part of that team, he has since joined us, and helped us on a number of occasions."

"So I can never return to my own body?" Alec asked, his mechanical voice almost haunting in nature.

"Given time," Shaman replied. "I may be able to find a way."

"No," Smart Alec replied. "I rather enjoy the idea of being the next Box."

"What do you mean?" Sasquatch asked. All he had wanted was to find a way to revert back to his human form; someone not wanting that – baffled him. "Why wouldn't you want to return to your human body?"

"Because," Alec lifted the mechanical hands. "Within here, I can not age. I am essentially, immortal. The human body is weak. Flesh is weak. Within the Box armor, my thought process calculates thirteen- thousand times faster. I know it seems like an instant to you, when you think – but within the Box armor I can actually notice the difference. This… isn't so bad."

"So then, you would like to be a part of Beta Flight then?" Vindicator asked.

"If you'd have me," Box replied.

"I think it's the least we could do," Vindicator answered. "Welcome to Beta Flight, Alec."

1. By "the twins" – he is referring to Northstar and Aurora of Alpha Flight.
2. See Marvel's Alpha Flight Volume One, issue #45.
3. Smart Alec was lost into the Shaman's bag when he foolishly looked inside in Marvel's Alpha Flight Volume One, issue #12.

Special thanks to DMK's Alpha Flight website for giving me the
resources I needed when I was tired of flipping through my endless
pages of notes! Please feel free to visit DMK's website at: