As we start, a young man is desperately trying to fix his suit, which is obviously some kind of battle suit. A mild whine is hurt, the young man is clearly near panic. Suddenly the door opens and a young redheaded woman bursts in shouting, "Mac!". The young man is startled and the whine stops. He looks at the woman sadly. A shimmer appears around his suit, and a muffled explosion envelopes him. The woman falls to her knees, stunned and in shock.

10 years later. Outside the Chalk River Isotopic Facility. A small band of armored men and women start fanning out in the brush behind the facility. One, the leader, makes a sign for the others to stop. He checks the surrounding area. Once he is sure the coast is clear, he motions for his troops to move forward. Immediately, two men are thrown away by something hairy. Two more are bounced off trees and disarmed. A woman sees her weapon cut in half, before she too is clobbered by something. Soon the small gang is defeated. The leader panics and turns to run, but is stopped by the large hairy monster and is disarmed. Recognition crosses his face as he sags to the ground, defeated.

The next day....

A military woman is ushered into a large dark office. Behind the imposing desk sits the same redhead, older.

Carter: Special Agent Sharon Carter. Here are my credentials.

Heather Hudson: Welcome, Ms. Carter. What brings you to Department H.

Carter: SHIELD is very pleased with the health and genetics data you've been able to give us. Your research team is quite... impressive.

Hudson: We do our best. I'm proud of my staff and the respect they give to their research. However, I'm sure you haven't come to clink glasses to continue our relationship.

Carter: Although we are very pleased with our relationship as it pertains to research and development, we see other, unmet needs, Director.

Hudson: Needs?

Carter: It is well known in our circles that you have dusted off the Alpha Flight concept, to deal with issues and crimes beyond normal parameters. I'll be blunt: you're little team can't cut it.

Hudson: I'd say the Hardliner affair showed we can 'cut it'.

Carter: Department H is a research and development arm of the government, not a Defence arm. You can't play at military games, as your late husband could attest.

Hudson: Mac always intended Department H to take care of itself. Delving into mutant genetics, genetic research, and controversial biodrug research was sure to draw us unwanted attention. Alpha Flight was, and is, a necessary part of not only our program, but Canada's defence.

Carter: Face facts, Director. The super-human community is growing and terrorists are becoming more bold. Mutants regard you as an enemy...

Hudson: Thanks in part to you.

Carter: ....and some of our greatest threats will come from that quarter. You're country is too big and too rich to leave undefended. Only SHIELD has the manpower and resources to deal with any threat.

Hudson: Our military, secret service, and police would love to hear you expound on their deficiencies, I believe.

Carter: I'm not here to debate you. We've already made our offer to your government and negotiations will continue. This visit is so that you don't feel like SHIELD blindsided you.

Hudson: You seem to be under the impression that Canada is just like the U.S. We have considerably less than 1% of your crime, super-human or otherwise. We have the resources to deal with our own problems. And our government doesn't want a repeat of the Arrow debacle. Don't count your chickens, and all that.

Carter: NORAD and NATO have served your purposes...

Hudson: But they aren't just about national issues. What you're proposing is yielding a significant chunk of our national defence to SHIELD. Slippery slope. NORAD doesn't give you control of our airspace, but what you want will put SHIELD agents on patrol in every city.

Carter: The world is a lot darker than you think. Without our help a major disaster is inevitable, and we don't want Americans to pay the price for your failure.

Hudson: We will not yield so easily. Freedom is a right, you know.

Carter: I'm done here. I'm sure your government will deal with the dissolution of your non-science assets promptly.

Hudson: Not in our lifetime. Good day.

Sharon Carter leaves, escorted by security. Director Hudson angrily pounds her desk after Carter leaves. Her attention then goes to the side door, where a muscular but short man stands.

Hudson: So what do you make of that?

Judd: SHIELD, and by extension the U.S. government, doesn't really think a disaster of Biblical proportions will strike if they don't get their way. But that's not the point, eh? They have an agenda and it goes back to the Monroe Doctrine. From their point of view they aren't trodding on our sovereignty, just protecting their sphere of influence. And they most certainly believe that we are too infantile to handle any real problems thrown our way. Paternalism, maternalism, the result is the same.

Hudson: Carter was blowing smoke. Our government will not budge on the issue of national defence.

Judd: So it worries me that she'd even bother to come here. I have a bad feeling.

Hudson: About what?

Judd: From what she's said, what SHIELD has said and done in the past, and the fact she gave you a "head's up" today, I have to believe they are planning a public spectacle to show how amateurish we are. How and where, I have no idea. An attack on Department H by secret agents? Mutants striking against a major facility? Rogue sentinels? A group of super-powered criminals being 'chased' across the border, or herded, and we have to deal with the mess?

Hudson: You really think Fury would launch a covert strike just to prove a point?

Judd: Duck's quack, don't they?

The 'inevitable' attack does occur. A small group of mutants, followers of Magneto, cross from Quebec into New York and attack a military supply depot, killing three before escaping back into Canada and disappearing with a weapons cache. Hudson meets with Alpha Flight to discuss their options.

Hudson: That didn't take long. So what do we know?

Judd: Our agent say there's no way those mutants came to Canada, planned their attack, carried it out, and went back north unimpeded.

Langkowski: She's sure?

Judd: She's sure. She is in no doubt that they came here with their plan already in place, carried it out, and got help getting out of sight.

Hudson: She's sure on that, that sure of her intel?

Judd: That sure, eh. The four mutants were all identified as part of Magneto's gang, plus she has no reason to think they were acting on Magneto's orders. Nothing suggests to her anything but that the plans were created and practiced outside of our nation, they came here with help to make it look like they were nesting here, and they got help to disappear.

Nemesis: But would SHIELD actually let mutant terrorists get away with that many weapons?

Judd: I doubt they care, the weapons were likely of low quality and it's not like they couldn't get Magneto to make some anyway.

Hudson: Well, our government stood firm. Will SHIELD try again?

Judd: You can bet on it. In for a dime, in for a dollar. They are convinced we are a powder keg about to explode in their faces, and they need to prove it to us as well as the public. We need to be ready.

The team disperses. Judd heads down two levels and goes in a secure room. A young woman with purple hair and slightly purple skin is there, writing.

Persuasion: So what's the scoop?

Judd: They see no reason to doubt you. Your pronouncements have the ring of truth, after all.

Persuasion: So what will you do?

Judd: Keep our eyes and ears open, eh.

Persuasion: So you think another assault is inevitable?

Judd: Where and when is a mystery, but it's coming.

Persuasion: I'll use my link-ups and see if I can find any leads. It'll take a will to sift through everyone I've got in here (taps her head) but I'll work overtime. By the way, Lyn said "Hello" today.

Judd: Now that is just wonderful! She's really coming along. I just hope Laura can start making strides soon.

Persuasion: I can't, can't, thank you enough for what you've done for them. They would've been cast aside or experimented on anywhere else. My staying here is a small price to pay if they get the help they need. Tell the Director I said thanks.

Judd: She knows, but I'll tell her anyway.

Heather Hudson is meeting with Dr. Walter Langkowski in his lab. It is quite large, especially the ceiling.

Hudson: Having any luck with that project I gave you?

Langkowski: A lot, actually. You know physics and engineering don't get my attention like biology and genetics do...

Hudson: Which brought you a graduate degree at age 14, Nobel Prize in Chemistry last year, and more money than their are people alive.

Langkowski: ... but I've cracked the code, so to speak. The suit's ability to use superconductors at room temperature was obvious, but how was not. That was some helmet James created.

Hudson: You've rediscovered how it worked?

Langkowski: I have. The basic idea is to integrate the helmet with the actual subconscious functioning of the brain, pure neurochemical transfer. That's why it's so bloody hard to use, the helmet asks a lot of the wearer and won't work unless it's tuned to your frequency. It's not a simple interface, like that Iron Man design, all buttons and pressure points. But that's why it works so damn well, too.

Hudson: So you're saying that each suit has to be melded with it's wearer?

Langkowski: Precisely. The question is, will the wearer make the commitment? This isn't a job, it's a lifestyle, being Guardian.

Hudson: There's no point in asking, I know he'll do it. Young as he is, he's no stranger to power suits.

It is established that Bochs could've figured it out, were he still alive. Judd goes to Department H's roof, where he meets Nemesis and an old native man. He is in his Puck uniform.

Puck: Nice night for a float. So what's the deal, eh? You with us?

Shaman: If you need me, I will join. I'm old, but I still feel the need to challenge myself.

Puck: And Elizabeth is OK with this?

Shaman: It is not her choice to make either way. Nemesis has explained your situation and I have decided to join your enterprise. It shall be... interesting.

Puck: Glad to hear it. You two going to float outside all night or float inside and meet your teammates?

Nemesis: I happen to like the outdoors.

Puck: Honestly, I find that creepy.

Nemesis: I trust that we will be a group of five, now?

Puck: grinning With you, Shaman, me, Sasquatch, and our illustrious Guardian, I guess so.

Shaman: So there is no chance of the mutants coming back?

Puck: Not on the horizon. Northstar and Aurora took their game south, Box too I hear. Not sure what's up with Lillian. We do have mutants on staff but none are capable of joining Alpha Flight.

Shaman: So five it is.

The team trains, we see Langkowski transform into Sasquatch, Puck the amazing fighter and acrobat, Shaman the mystic, Nemesis the Mistress of Fate. Guardian does not take part much, owing to his newness at his craft. We see that he is young and clean-cut but is not identified.

SHIELD makes a deal with Eshu Masters, a billionaire of many talents, to let him take over Department H's assets after the government lets SHIELD in. In return, SHIELD will get to use some of Masters' mutates in their bid to defame Alpha Flight.

Persuasion discovers a plot but believes it's a ruse, to lead Alpha Flight astray at a crucial time. Director Hudson reluctantly sits on her hands and waits.

As planned, the mutates attack in Seattle and escape north into Canada. The Avengers (Iron Man, Captain America, Black Widow, Giant Man, Wasp, Scarlet Witch) follow. Surprisingly Alpha Flight arrives, using Laura Dean's latent pathway portal abilities. They try and take in the mutates but find they have their hands full with the Avengers. The Avengers seem to have the upper hand, with an extra member, but Puck figures out what needs to be done and organizes Alpha Flight into a run-and-hit strategy. Puck himself removes Black Widow, Shaman defeats Scarlet Witch, Nemesis is able to overcome Wasp, while Sasquatch disables Giant Man. Guardian is taking on the much more experienced Iron Man while keeping Captain America from interfering with other fights. Guardian defeats Iron Man while he and Puck corral Cap. Cap sees that the Avengers have been used as pawns, Alpha Flight easily could've handled the mutates, so he orders the Avengers to depart.

Afterwards, as Alpha Flight returns home, we find out that the young man now leading the team as Guardian is none other that Colin Ashworth Hume.