Campaign Book
CAMPAIGN BOOK
By Tom Plassa... In-
spired by Marvel Comics
TABLE OF CONTENTS
INTRODUCTION
S.H.I.E.L.D. I............................................. 4
Oganizational Structure............................... 5
S.H.I.E.L.D.’s Organizational Structure Chart.... 6
Rank....................................................... 8
S.H.I.E.L.D. II........................................... 11
S.H.I.E.L.D. SPEC OPS:
A.R.M.O.R.............................................. 12
EuroM.I.N.D. and S.H.A.P.E., Executive Board,
............................................................ 15
Femme Force , Godzilla Squad .................. 17
H.A.M.M.E.R........................................... 18
Howling Commandos................................ 20
Howling Commandos (All New), ................. 21
Howling Commandos (Black Ops Unit),
Howling Commandos (of S.H.I.E.L.D.).......... 22
Hulkbusters, Mutant Task Force,
Psi-Division (S.H.I.E.L.D.).......................... 24
S.P.E.A.R., S.T.A.K.E................................ 25
S.T.R.I.K.E.............................................. 26
Superhuman Restraint Unit........................ 27
S.W.O.R.D.............................................. 28
W.A.N.D., Wraith Hunter-Rangers .............. 29
NOTABLE S.H.I.E.L.D. BASES
Area 13.................................................. 30
Barracuda, The Big House, Black Ice,
Camp Hammond...................................... 31
Carbon................................................... 33
Carousel, Central HQ, The Circle,
Challenger.............................................. 34
The Cocoon, Columbia, The Cradle,
The Cube, The Dock, Drygulch................... 35
Friendship, Gamma Base One,
The Garage, The Hollow, Hotspot................ 36
Kratos, Minuteman, Mojave Base,
Mount Charteris....................................... 37
Ogma.................................................... 38
Pandora’s Box,The Peak VII,
The Playground, Prison 42......................... 39
Project P.E.G.A.S.U.S. Facility,.................... 40
The Queen, The Raft................................ 41
Red Worm, The Rocket, Safehouse 23,
S.H.I.E.L.D. Academy,
S.H.I.E.L.D. Barbershop Headquarters, ........ 42
S.H.I.E.L.D. Black Site,
S.H.I.E.L.D. Helicarrier............................... 43
S.H.I.E.L.D. Space Station,
S.H.I.E.L.D., Medical Clinic,
S.H.I.E.L.D. Pizza Parlor............................ 46
The Sickle, Stark Tower (Columbus Circle,
Original) ................................................ 47
Stinger, S.T.R.I.K.E................................... 49
Sunburn, The Swamp, The Torch,
Ulu, Utopia, The Vault................................ 50
West Coast Command.............................. 51
S.H.I.E.L.D.: R&D
ARMOR................................................. 51
SURVEILLANCE...................................... 58
WEAPONRY........................................... 59
AMMUNITION......................................... 62
RESTRAINTS......................................... 65
VEHICLES.............................................. 68
MISC..................................................... 80
CREDITS
The vast majority of information within this book was collected from the following websites...
http://marvel.wikia.com/wiki/Wiki
http://classicmarvelforever.com
http://www.marvunapp.com/Appendix6/mandroidsearth.htm
http://readcomiconline.to/
https://comicvine.gamespot.com/

Art: All interior and exterior illustrations by the Marvel Bullpen

Graphic design, Editing, Typography, and Production: Tom Plassa

Special thanks to Jeremy Steffen for graphic design critiques!

This book is protected under the copyright laws of the United States of America. Any reproduction or other unauthorized use of the
material or artwork contained herein Is prohibited without the express written consent of TSR, Inc., and Marvel Entertainment Group,
Inc. Distributed to the book trade in the United States by Random House, Inc., and in Canada by Random House of Canada, Ltd.
Distributed to the toy and hobby trade by regional distributors.
All characters appearing in this gamebook and the distinctive likenesses thereof are trademarks of the Marvel Entertainment Group, Inc.
MARVEL SUPER HEROES, MARVEL UNIVERSE and MARVEL SUPER VILLAINS are trademarks of the Marvel Entertainment Group,
Inc.
1990 Marvel Entertainment Group, Inc. Game Design 1990 TSR, Inc.
All Rights Reserved. Printed in the U.S.A.
INTRODUCTION:
Welcome to the Campaign book!
S.H.I.E.L.D. is an enormous or-
ganization and has been around
since Strange Tales #135, Au-
gust 1965, so there’s been quite
a lot of Marvel Comic stories in-
volving the shadowy intelligence
agency. Agents of S.H.I.E.L.D.
have cropped up in several of
the Marvel titles that have been
available over the years, fighting
the good fight wherever it may
take them. Due to the nature of
the comic industry, there have
been a number of retcons and
added material to the original
canon, that sometimes create
gaps or inconsistencies. Rather
than try to weave them all togeth-
er seamlessly, I’ve taken a mod-
ular approach to this book, and
included a number of various as-
pects of the intelligence agency
within, so that you, as Judge of
your game, may choose to in-
clude or exclude whatever ma-
terial suits you and your players.
Let’s begin!

A BRIEF HISTORY OF
S.H.I.E.L.D.:

S.H.I.E.L.D. I
S.H.I.E.L.D. is an acronym for
Strategic Homeland Intervention
membership, scope, and jurisdic-
Enforcement Logistics Division;
S.H.I.E.L.D. 1 was a worldwide tion. Most of the world’s free na-
originally called Supreme Head-
intelligence and peacekeeping tions participated in S.H.I.E.L.D.
quarters International Espio-
organization dedicated to pro- and sanctioned S.H.I.E.L.D. ac-
nage Law-Enforcement Division.
tecting the nations and peoples tivities on their soils. S.H.I.E.L.D.
Because of the Deltite Affair, the
of Earth from all threats to its se- also had secret bases in various
original S.H.I.E.L.D. is some-
curity. Unlike the various national Communist countries. Although
times called S.H.I.E.L.D. I and
intelligence agencies, such as most of S.H.I.E.L.D.’s activities
the new S.H.I.E.L.D., is called
the CIA, M16, Mossad, and KGB, were covert, the existence of the
S.H.I.E.L.D.
S.H.I.E.L.D. was international in organization was known to the
4
general public and S.H.I.E.L.D.
maintained public offices in nu-
merous major cities.
S.H.I.E.L.D. was founded in
the 1960s to counter the threat
posed to the free world by
the technologically advanced
neo-fascist subversive orga-
nization HYDRA. Until the re-
cent Deltite Affair, S.H.I.E.L.D.’s
founders, as well as the mem-
bers of the Executive Board of
Directors, were top secret (unre-
vealed even to Nick Fury). They
were world leaders in business
and the military. S.H.I.E.L.D.’s
first director, Rick Stoner, was
killed by HYDRA assassins. His
replacement was Nicholas Fury,
a colonel in the U.S. Army who
had been a top operative in the
Central Intelligence Agency. After
his background was thoroughly
screened by the Board of Direc-
tors, Fury was shuttled aboard
the S.H.I.E.L.D. Helicarrier
where he met with S.H.I.E.L.D.’s
Board of Advisors, whom Fury
recognized as renowned heads
of state and corporate leaders.
Despite initial misgivings about
heading such a megalithic or-
ganization, Fury proved to him-
self that his expertise might be
valuable and accepted the pub-
lic directorship. Fury served as
S.H.I.E.L.D.’s highestranking
known agent, overseeing daily
administrative affairs as well as
serving as supreme field com-
mander. S.H.I.E.L.D. policy and
directives were determined by
the anonymous 12-member Ex-
ecutive Board of Directors who
conferred with Fury by vidscreen
on a regular basis.
ORGANIZATIONAL STRUC-
TURE
S.H.I.E.L.D. 1’s organizational
structure consisted of an Ex-
ecutive Board of Directors un-
der which there was the Lev-
el One Public Director (Nick
Fury), whose job was to carry
out official directives, oversee
the international operations of
S.H.I.E.L.D., and to represent
the S.H.I.E.L.D. administration
to world governments, national
allies, and the general public.
Fury’s authority overrode that
of any Regional Director and he
was answerable only to the Ex-
ecutive Board. Under the Public
Director were a number of Spe-
cial Directors (Level Two), who
served the Public Director much
like the Cabinet serves the Pres-
ident of the United States. Their
authority was also internation-
al in scope and they could also
override the policies of any Re-
gional Director.
Each special Director had his
own unique area of responsibil-
ity (such as Internal Affairs, Pub-
lic Relations, Communications,
Military Coordination, Technol-
ogy, and Recruitment/Training)
and was answerable only to the
Public Director. Known Special
Directors were Timothy “Dum
Dum” Dugan (Military Coordi-
nation), Jasper Sitwell (Internal
Affairs), and Valentina Allegro de
Fontaine (Public Relations). Be-
low the Special Directors were
the Regional Directors (Level
Three) who were in charge of
S.H.I.E.L.D. operations in their
designated territory. All of the
5
free world’s capitals boasted a
regional S.H.I.E.L.D. headquar-
ters, as did certain other major
metropolitan centers. The United
States had the greatest number
of S.H.I.E.L.D. installations, with
major headquarters in New York
City, Chicago, Los Angeles, San
Francisco, Miami, Dallas, De-
troit, and Denver. Known region-
al directors were Eric Koenig of
Bonn, West Germany and Barth
Bukowski of Los Angeles.
S.H.I.E.L.D.’s next highest rank-
ing agents were the Special Of-
ficers (Level Four), who assisted
the Special Directors (Level Two)
in international activities, but
could not override the decisions
of Regional Directors (Level
Three). Among the known Spe-
cial Officers were Gabriel Jones,
James Woo, and Sharon Car-
ter (deceased). The fifth highest
ranking agents were Regional
Officers (Level 5), who carried
out the Regional Director’s pol-
icies and had jurisdiction over
Field Agents. Jerry Hunt of Lon-
don, England was a known Re-
gional Officer. Level Six agents
were Field Agents, S.H.I.E.L.D.’s
most numerous rank, number-
ing somewhere between 3,000
and 5,000 worldwide prior to
the Deltite fiasco; three quarters
of the available agents were on
undercover assignment, and the
remaining agents were based
at the regional headquarters
and were employed as special
militia. Among the known field
agents were Laura Brown, Gail
Runciter, and Jack Rollins. Level
Seven personnel were adminis-
trators those who handled the
“paperwork” of the organization’s
 Executive Board of Directors
Top secret. World leaders in business and the military:
(Deltite, Tony Stark, Jasper Sitwell, Howard Stark, Tony Stark,
several businessmen and politicians,)

Level One: Public Director

Nick Fury

Level Two: Special Directors

Unknown: Phillip Coulson: Jasper Sitwell Timothy "Dum Valentina Allegro Unknown: Unknown:
Technology Special Ops Internal Affairs: Dum" Dugan: de Fontaine: Communications Recruitment
Supreme Commander, Military Public Relations /Training
Field Director Coordination

Level Three: Regional Directors

All of the free world's capitals and certain major metropolitan
centers have a regional S.H.I.E.L.D. headquarters.

Carl Delandan: New York City Barth Bukowski: Los Angeles Unknown: Miami Eric Koenig: Bonn, West Germany

Unknown: San Francisco Unknown: Detroit Unknown: Dallas Unknown: Chicago Unknown: Denver

Joseph Hauer: Europe Rico Santana: Rio de Janeiro

Level Four: Special Officers

William Collins Roger Dooley Gabriel Jones James Woo Sharon Carter

Agent Crimson: Commander Abigail Brand: Monica Chang: Jeff Cochren: Maria Hill
S.H.I.E.L.D.’s S.H.I.E.L.D.’s S.H.I.E.L.D.’s S.H.I.E.L.D.’s
Magic-Ops S.W.O.R.D. A.I. Co-Director
Division Leader Division Leader Division Leader of Field Ops. Carlyle Pallis:
Head of Internal Security:
London, England
Pandora Peters:
S.H.I.E.L.D.’s
Director of the Magic
Defense Division W.A.N.D.
 Level Five: Regional Officers
Jerry Hunt: London, England

Level Six: Field Agents

Laura Brown Gail Runciter Jack Rollins Tamara Jones

Emily Preston Nina Price Clay Quartermain Agent R

Cliff Randall Martin Reyna Buck Richlen Joe Robards

Level Seven: Administrators

(Lawyers, accountants, secretaries, receptionists,
psychologists, physicians, and clerks.)

Jeremiah Albuquerque Dr. Ames Harry Angstrom Anna Balaban

Robert Ralston Agent Spence Bev Sykes Agent Tolliver Quartermaster Waldo

Jeremiah Warrick Carolina Washington India Bradley Dr. Coleite Charles Dalton

Level Eight: Technicians

(Scientists, inventors, custodians,
telephone operators, and computer programmers.)

Avril Davis Dr. Harold Beaker Technician Carlson Technician Carter Leopold “Leo” Fitz

Vicki Reppion Alison Double Dr. Gorff Dr. Halsey Professor Harding

Technician Harry Dr. Tamara Hashioka Stuart Hattrick Dr. Gladstone Hawkins Andrew Hornby

*This set includes agents all throughout S.H.I.E.L.D.’s timeline, so the agents represented
in any given category are a mix, and so generally only contain a sample of those that occupied that rank.
operations. This rank included
lawyers, accountants, secretar-
ies, receptionists, psychologists,
physicians, and clerks. Level
Eight personnel were Techni-
cians who handled the comput-
ers, communication equipment,
technology maintenance, and
weaponry. This level included
scientists, inventors, custodians,
telephone operators, and com-
puter programmers. Sidney E.
Levine was the head Technician
in charge of exotic technology for
field use, while Niles Nordstrom
led the ESP division, a team of
mutants with limited telepathic
abilities who performed certain
surveillance operations. Each of
S.H.I.E.L.D.’s eight rankings had
corresponding insignia and ac-
cessories on the official uniform.
Rank: These divisions make
up the primary structure of
S.H.I.E.L.D., but there is also the
structure of rank to be consid-
ered. While there is nothing can-
on that formally outlines the rank
structure, many agents within the
organization have canon ranks,
such as Colonel Nick Fury. For
the purposes of the game and
developing the feel of what it’s
like to be a S.H.I.E.L.D. agent,
I have provided a formal rank
structure below.
Below the rank of NCO: E-1
Private, E-2 Private, E-3 Private
First Class, E-4 Corporal/Spe-
cialist, E-5 Sergeant, E-6 Staff
Sergeant, E-7 Sergeant First
Class, E-8 Master Sergeant/First
Sergeant, E-9 Sergeant Major.
Warrant Officers: W-1 Warrant
Officer, W-2 Chief Warrant Offi-
cer Two, W-3 Chief Warrant Of-
ficer Three, W-4 Chief Warrant
Officer Four, W-5 Master Chief
Warrant Officer Five.
Commissioned Officers: O-1
Second Lieutenant, O-2 First
Lieutenant, O-3 Captain, O-4
Major, O-5 Lieutenant Colonel,
O-6 Colonel, O-7 Brigadier Gen-
eral, O-8 Major General, O-9
Lieutenant General, O-10 Gen-
eral.
S.H.I.E.L.D.’s standard operating
procedure encompassed state
of the art surveillance technol-
ogy (notably spy satellites) as
well as long-term undercover
agents (“moles”) stationed in
strategic places such as certain
industrial, governmental, and
military establishments. This
wealth of surveillance data was
fed to the headquarters of the
nearest Regional Director, who
dispatched top priority materi-
al to S.H.I.E.L.D.’s central com-
mand. Local low-priority matters
were generally handled by the
Regional Directors without the
Public Director’s participation.
Complete briefs of all the activ-
ities of Regional Offices routine-
ly went to central command for
processing and review. Matters
of top priority (those threatening
world security, involving extrater-
restrials, or endangering in ex-
cess of 10,000 lives) were under
the jurisdiction of S.H.I.E.L.D.’s
central command and the Pub-
lic Director himself. Local agents
in the region where the top pri-
ority affair took place comprised
the majority of S.H.I.E.L.D.’s mi-
litia in the operation although
Fury would usually bring in his
8
own cadre of agents to spear-
head the operation. The bulk of
S.H.I.E.L.D.’s operations were
covert but some involved vis-
ible public activities. Although
S.H.I.E.L.D. policy prohibited the
organization from usurping the
role of the nation’s armed forces
by engaging in warfare on enemy
soil, domestic matters that also
fell under the jurisdiction of the
military were jointly coordinated,
with S.H.I.E.L.D. generally taking
the auxiliary role (such as in the
case of the U.S. Army’s pursuit
of the Hulk). All covert opertions
were automatically S.H.I.E.L.D.’s
province; only in overt military
operations was coordination
between S.H.I.E.L.D. and the
Armed Forces necessary.
S.H.I.E.L.D.’s earliest victories
dismantled HYDRA, the sub-
versive group responsible for
S.H.I.E.L.D.’s founding, reduc-
ing it from a single multinational
global organization to a number
of small splinter groups of vast-
ly less scope and power. It was
with the fall of Hydra Island and
the death of HYDRA’s founder,
Baron Wolfgang von Strucker,
that HYDRA was dealt a crip-
pling blow from which it has nev-
er recovered.
S.H.I.E.L.D. was also instrumen-
tal in thwarting the schemes of
AIM (Advanced Idea Mechanics)
and Zodiac, a crime cartel which
once boasted Nick Fury’s broth-
er as a member. With the aid of
certain superhuman adventur-
ers, S.H.I.E.L.D, completely de-
stroyed the conspiracy of indus-
trialists and politicians called the
Corporation. S.H.I.E.L.D.’s oth-
er major adversaries were the
Oriental mastermind the Yellow
Claw, the former HYDRA splin-
ter group leader Viper, the Nazi
Red Skull, Professor Anthony
Power’s Secret Empire, the mad
geneticist Centurious, the mon-
ster breeder Dr. Demonicus,
and the various Hate-Mongers.
S.H.I.E.L.D. has also been at the
forefront of defending Earth from
extraterrestrial infiltration or inva-
sion. S.H.I.E.L.D. provided intel-
ligence and technical support to
the Avengers and Fantastic Four
during a skirmish in the Kree-
Skrull War fought in Earth’s vicin-
ity. S.H.I.E.L.D. was instrumental
in repulsing the extradimension-
al threats of the Collective Intel-
ligence and Baron Karza. Their
most extensive military action
against extraterrestrials oc-
curred during the recent expul-
sion of the Dire Wraiths, an op-
eration conducted in conjunction
with the Galadorian spaceknight
Rom, the federal government,
and scores of superhuman ad-
venturers.
Perhaps S.H.I.E.L.D.’s most pub-
lic operation was its pursuit and
capture of the mutated prehis-
toric lizard called Godzilia. De-
spite S.H.I.E.L.D.’s benevolent
goals and numerous world-sav-
ing operations, certain individ-
uals in the S.H.I.E.L.D. organi-
zation abused their power and
used the organization’s resourc-
es and personnel to engage in
questionable activities. Certain
immoral individuals managed to
become Regional Directors and
falsified intelligence reports to
central command in order to cov-
er up their corrupt activities. No-
table among the latter were Rico sion’s activities were never very
Santana of Rio de Janeiro and extensive, nor was the opera-
Karl Delandan of Manhattan, tion ever expanded (but having
both of whose activities were ex- a force of mutant Espers around
posed to Nick Fury by the former was never in the best interests of
S.H.I.E.L.D. agent turned rogue the Deltites either). S.H.I.E.L.D.’s
Barbara Morse, who had tak- most concerted attempt to recruit
en the code name Mockingbird. superhuman operatives was its
Certain other disreputable ac- short lived Super-Agent program
tivities were undertaken by Re- which was disbanded when two
gional Officers and Field Agents, of its four initial recruits proved
such as when Buck Richien, to be double agents for the Cor-
Val Adair, and Adam Manna at- poration. Super-Agent gradu-
tempted to kill industrialist Tony ate Wendell Vaughn (Quasar)
Stark. Nick Fury had appointed went on from S. H. I. E. L. D. to
a special Internal Investigations work for the U. S. Government’s
task force to seek out and thwart Project: Pegasus. It is possible
those agents who engaged in that S.H.I.E.L.D.’s efforts to ac-
abuses of power (but all of these quire its own Super-Agents were
incidents now seem petty in com- thwarted by covert efforts of the
parison to the damage wrought Creator. Having superheroes
by the Deltites). wandering around while he was
slowly destroying S.H.I.E.L.D.
In an effort to increase internal from within would not have been
security, S. H. I. E. L. D. restrict- conducive to his plans.
ed its cooperation with certain
outside parties, notably organi- One of S.H.I.E.L.D.’s greatest
zations of super-humans, such assets has always been its ar-
as the Avengers and Fantastic senal of high technology. In its
Four. Free agents like Captain early days, S.H.I.E.L.D.’s weap-
America, who used to be given onry was designed by Anthony
frequent freelance assignments Stark (secretly Iron Man) and
by S.H.I.E.L.D., were discour- built by Stark Industries. When
aged against participation in Stark moved away from weap-
S.H.I.E.L.D. activities unless ons production, S.H.I.E.L.D.
they were already involved, as contracted various other corpo-
in the recent affair with the ter- rations to provide new technolo-
rorist organization ULTIMATUM. gies. Dissatisfied with their new
Still, recognizing the value of su- arms sup- pliers, S.H.I.E.L.D.
perhuman powers, S.H.I.E.L.D. tried to buy a controlling interest
has at times instituted programs in Stark International in order to
designed to recruit superhuman steer them back into weapons
operatives. For years, Nick Fury production, but their efforts were
tried to enlist Captain America thwarted. However, when indus-
as a full-time agent without suc- trialist Obadiah Stane took over
cess. S.H.I.E.L.D.’s ESP Division Stark International, S.H.I.E.L.D.
long employed individuals with once more entered into mutually
paranormal powers, but the divi- beneficial business dealings with
9
the company. all S.H.I.E.L.D.’s operations, sabotage by a mutated swarm of
and the S.H.I.E.L.D. Satellite, cockroaches when it crashed in
The two greatest symbols of a small, permanently manned an unpopulated area of Arizona.
S.H.I.E.L.D.’s technological ad- space station designed to de- All S.H.I.E.L.D. personnel were
vancement were the S. H. I. tect extraterrestrial visitation. evacuated before it impacted, but
E. L. D. helicarrier, a huge air- After repeated enemy attempts its destruction meant a several
borne mobile command base to destroy it, the S.H.I.E.L.D. billion dollar deficit in S.H.I.E.L.D.
which was the nerve center of Helicarrier recently fell victim to finances. Helicarrier-based op-
erations were divided up over
various Regional headquarters
throughout the world. The loca-
tion of S.H.I.E.L.D.’s new major
airbase was never revealed. The
S.H.I.E.L.D. Satellite was still in-
tact, but its manpower was cut
to a skeleton crew due to bud-
get cuts and recent failures to
provide advance warning of ex-
traterrestrial activities. One of
S.H.I.E.L.D.’s most sophisticated
technologies was LMDS, Life
Model Decoys. LMDs were an-
droids who could be programmed
like robots and were amazingly
lifelike (unfortunately). Ironically
enough, S.H.I.E.L.D.’s greatest
technological achievement also
turned out to be its undoing.
S.H.I.E.L.D. toyed with the idea
of replacing field agents in high
risk operations with LMDS, but
due to the great cost of building
and training an LMD, it proved
unfeasible. (it seems more likely
now that the Creator didn’t want
humans doing any further re-
search on LMDS, less they find
him out.) Nick Fury and Anthony
Stark both regularly employed
LMDs resembling themselves for
security reasons.

Nick Fury’s brother Jacob (Scor-

pio) built LMDs with special adap-
tations as his own private Zodiac
organization (this group infiltrat-
ed the human Zodiac organiza-
tion, much like the rogue LMDs
10
known as the Deltites would in-
filtrate and destroy the original S.
H. I. E. L. D.). After the destruction
of the Helicarrier, Nick Fury was
based in the Manhattan region-
al headquarters of S.H.I.E.L.D.
Their original Manhattan head-
quarters, whose storefront cover
was a barber shop, was deliber-
ately destroyed after it had been
compromised by enemies like
HYDRA numerous times. The
current Manhattan headquarters
was under a warehouse and had
a hologram brick wall in an alley
as its entrance. S.H.I.E.L.D.’s
Los Angeles headquarters
used to be fronted by a Chinese
restaurant; it was later fronted
by a beauty parlor. The fronts for
most of S.H.I.E.L.D.’s other re-
gional headquarters were never
revealed. S.H.I.E.L.D. also had
numerous public offices in vari-
ous major cities, separate from
their actual base of operations.
In Manhattan, S.H.I.E.L.D.’s pub-
lic offices were in the Citicorp
Center.
S.H.I.E.L.D. was the world’s larg-
est and most effective force for
neutralizing threats to world se-
curity and combatting terrorism
and extraterrestrial infiltration.
Its greatest drawback proved to
be its megalithic military struc-
ture which made it easy for the
Deltites to hide themselves in
plain sight with no one the wis-
er until it was almost too late.
Now the question is whether
the new S.H.I.E.L.D. will prove
too small for the task. Most of
the S.H.I.E.L.D. agents listed
above were turned into Deltites
and are deceased. Timothy Du-
gan was apparently killed by
the alien Gnobians (also known other Deltite captives.
as the Deathheads) in an inci-
dent that led to the formation of It should be noted that the Del-
S.H.I.E.L.D. II. tites were the creation of a rogue
LMD known only as the Creator.
S.H.I.E.L.D. II The Creator himself was an ad-
The original S.H.I.E.L.D. (see vanced LMD with brain and per-
S.H.I.E.L.D. I) was secretly taken sonality based on a number of
over by the Deltites, which were people, including Baron Struck-
very advanced, sentient LMDs er and Nick Fury himself. Using
(Life Model Decoys), or an- new, highly advanced technol-
droids. After the Deltites forced ogy, he had improved on the
S.H.I.E.L.D. Public Director Nick LMDs to a point where they were
Fury into the role of a renegade almost perfect replicas of life. To
and fugitive, he recruited Alex- maintain control of his Deltites,
ander Pierce to function as his the Creator gave them a religion,
right hand man. Together they promising a new Earth where
perpetrated a series of break- structure and order were divine.
ins at S.H.I.E.L.D. installations, The Creator’s real goals were
including an Armory and Com- personal power and immortali-
munications Station in Philadel- ty. The first step in the Creator’s
phia (Tau/Ce). It was at the Tau/ master plan was to replace key
Ce installation they had their first members of S.H.I.E.L.D. with
run in with Kate Neville who tried Deltites. Step two was to provide
to apprehend them. The infor- Deltite doubles for all the world’s
mation Fury acquired at the site corporate, political, and military
was carefully leaked and inaccu- leaders.
rate. Pierce functioned as a con-
tact between Nick Fury and Tony The Deltites including the Cre-
Stark before accompanying him ator had only one weakness;
to Hong Kong following false their artificial bodies quickly de-
leads in search of S.H.I.E.L.D.’s cayed due to advanced aging. Al-
stolen helicarrier power core. Af- though their memories could be
ter escaping death in an ambush reprogrammed into new bodies,
at Hydra’s Hong Kong base, each new incarnation resulted in
Pierce went with Fury and their a less perfect human replica. But
prisoner, Madame Hydra, into the Creator had foreseen a way
the Himalayas where they were around this by intending to com-
captured by the Deltites and bine the Infinity Formula hidden
taken to their spaceship. In the in Nick Fury’s genetic code with
meantime, Kate Neville fell from his Deltite creation process. With
grace with the Deltites when she Madame Hydra’s aid, Pierce,
refused to undergo the Sacra- Neville, the Countess, and McK-
ment of Ending and become one enzie led an escape attempt
of them. The Deltites intended to from the Deltite’s gas chamber.
kill her and use her genetic code Meanwhile Fury battled the Cre-
to make a Deltite duplicate any- ator, but the genetic transfer left
way. A similar fate awaited the Nick too weak to manage more
11
than a token resistance. Else-
where in the huge ship, the latest
Deltite, Clay Quartermain, had
reanimated with too much hu-
manity and therefore could not
live as an automaton or allow the
Deltites to complete their hellish
plan. He released the space-
ship’s power core and set in
motion the destruction of Delta.
The Countess and the other es-
caped prisoners reached the au-
dience chamber where the Cre-
ator was standing over the fallen
Fury. The surviving Deltites soon
joined them. It was then that the
Deltites learned their Creator
was a false prophet, having no
intention of leading them to a
better world, and they destroyed
him. Nick and the other surviv-
ing humans escaped the ship in
life pods. The Deltites remained
behind, preferring death over
a world ruled by chaotic and
emotional humans. As a result
of the Deltite affair, the original
law enforcement agency called
S.H.I.E.L.D. and the committee
which directed it were revealed
to be severely compromised.
S.H.I.E.L.D. was disbanded by
order of the United Nations Se-
curity Council. However, the U.N.
soon realized that there were
threats to world safety against
which conventional covert agen-
cies were ineffective and less
than a year after S.H.I.E.L.D.
was dissolved, Nick was called
out of retirement to form a covert
operations organization which
would take the place of the pre-
vious incarnation. This new or-
ganization, which would also be
called S.H.I.E.L.D., would be or- A.R.M.O.R.: A.K.A. Alternate
ganized along lines which would Reality Monitoring and Opera-
make it less vulnerable to the tional Response Agency
internal problems that brought
down its megalithic predecessor. Identity: Known to Authorities
This new S.H.I.E.L.D. would be Base of Operations: The Hol-
a smaller, tighter agency, more low
efficient and easier for one man Team Leader(s): Portal
(Fury) to supervise. More im- Members: Battlestar, Bratton,
portantly, Fury would have total Brett, Deb, Alexander Erde,
authority over its operation and Gabe, Gayle, Howard the Duck,
he himself would be answerable Isabel Cabrera, Machine Man,
only to the United Nations. Thus, “Marigold,” Morbius, Riveter, Taxi
this incarnation would be all but Taylor, Teresa Rigotti, Blazing
impervious to the corruption and Skull, Breeze Barton, Dragoon,
infiltration that destroyed the firstDynaman, Eternal Brain, Flexo,
S. H. I. E. L. D.. The exact con- Gur, Hellstorm, Jennifer Kale,
figuration of this new agency has Jocasta, Red Raven, She-Hulk
yet to be determined, as Fury (Walters), Siege, Swift Cloud,
is still in the process of assem- Dum Dum Dugan, Lyra, Were-
bling it. Currently, S.H.I.E.L.D. wolf by Night, many unnamed
remains a small squad of field A.R.M.O.R. agents
agents (those listed above) and Allies: Midnight Sons,
Fury. They have been joined by S.H.I.E.L.D.., the Command,
an empath and a small, child-like Ducky Dozen
Deltite named Lump. Enemies: Zombies, Cy-
ber-Sidhe of Earth-10001011,
H.A.M.M.E.R.
S.H.I.E.L.D. SPEC. OPS.: History: Like S.H.I.E.L.D. was
Special Operations are the var- established for global security
ious departments and units that and S.W.O.R.D. for extraterres-
operate either internally, or exter- trial security, A.R.M.O.R. was es-
nally, but parallel to S.H.I.E.L.D. tablished as a force of extra-di-
mensional security to guard
against contamination and con-
flict from other alternate realities.
A.R.M.O.R.’s central command
is known as the Hollow and is a
bunker miles underground that is
accessible only by teleportation.
Charles Little Sky serves as the
agency’s director and was cho-
sen in part because of his ability
to create interdimensional por-
tals.
The agency monitors areas on
Earth where perpendicular and
wave universes naturally inter-
sect with the 616 Earth. The
12
largest cluster of intersecting A.R.M.O.R. personnel could be
universes is known to be in Cit- allowed to escape. The real Mor- Morbius was dispatched with
rusville, Florida. bius was freed and staked his Jennifer Kale, Daimon Hellstorm
zombie counterpart while Ma- and Werewolf by Night to contain
While responding to a call for chine Man’s arrival helped con- the zombie outbreak. The breach
help, the Command, Florida’s tain the rest. The situation was of Hollow security was perpetrat-
Initiative team, was ambushed brought under control. ed by the zombie Simon Garth,
by locals who had been infected who was brought in to test for an-
with a zombie plague brought by However, it was discovered that swers against the alternate real-
another reality’s Deadpool. The someone had made it out of the ity zombie plague, and the head
Command’s leader Siege -- ap- Hollow before Jocasta secured of the alternate reality Deadpool,
parently an agent of A.R.M.O.R. the teleportation bay. Morbius who carried the plague.
-- quickly became infected de- asked Director Little Sky to be
spite being cybernetic. Protocols allowed to lead the unit to pur- The situation escalated when
programmed into his cybernetic sue the remaining zombies. That the plague came into the pos-
systems by A.R.M.O.R. termi- unit would be called the Midnight session of Black Talon, who in-
nated him and alerted the agen- Sons. tended to sell it to the Hood.
cy to the crisis.

Morbius, who had been recruit-

ed by A.R.M.O.R. as an expert
on biological threats, formulated
a vaccine that would inoculate
against the extra-dimension-
al zombie plaque. However, he
would need a blood sample from
a living person on the source
Earth to create it. Director Little
Sky deputized Jocasta and Ma-
chine Man for the mission, since
they could not be infected. What
Director Little Sky did not realize
was that A.R.M.O.R. had been
infiltrated, and Morbius was ac-
tually his zombie counterpart.
Rather than a vaccine, this Mor-
bius intended to infect the entire
Fifty State Initiative.

While Jocasta and Machine Man

were on the other Earth, the Hol-
low was overrun by a zombie out-
break as the alternate Morbius
made his move. Director Little
Sky ordered Jocasta to secure
the teleportation bays to keep
the outbreak from spreading to
the surface. None of the infected
13
The Midnight Sons clashed with from the fight, allowing the Dark was still the present day, the two
the Hood’s thugs of choice, the Avengers to take over. They agents deputized Swift Cloud,
Night Shift. Making matters even were able to capture Lyra, and the daughter of Hurricane, to
worse, Morbius’ vaccine failed. Norman Osborn hoped this in- help them in their mission. She
The plague mutated, becoming cident would allow him to fold had little reason to stay on her
an incredibly deadly airborne A.R.M.O.R. into the control of own Earth considering she just
entity. H.A.M.M.E.R. witnessed zombies eating her
father.
A.R.M.O.R. was prepared to un- With the help of She-Hulk, Di-
leash a nuclear strike to sterilize rector Little Sky was able to Some time later, A.R.M.O.R. was
the whole region, but the Mid- have both of the gamma women contacted by Zephyr Zog, a sci-
night Sons were able to combine teleported directly out of Aveng- entist on Earth-12591, who gave
Kale’s Atlantean sorcery and ers Tower to the Hollow. He now them footage showing a world
Black Talon’s voodoo to bottle realized that Lyra was not here where Nazis had taken over by
up the airborne plague into the as part of an attack and there- unleashing a zombie plague
body of Simon Garth, who was fore not the threat he assumed upon the planet. The Nazis were
then taken into A.R.M.O.R. cus- her to be. However, she would unsatisfied with conquering their
tody. still have to be deported back to own world, however, and soon
her home reality. She preferred turned their attention towards
Director Little Sky informed Mor- not to go back though and pos- invading Earth-616 by creating
bius that he would like to keep sessed downloaded information a cross-dimensional battleship
the Midnight Sons on call. The on Osborn’s covert dealings to powered by a reality-shattering
zombie plague was not the first negotiate a deal. super-engine.
monster from another reality to
try to get loose on their Earth, This deal allowed Lyra to remain To combat this new threat,
and it was unlikely to be the last. on Earth-616, as an agent of A.R.M.O.R. asked Howard the
A.R.M.O.R. Duck to assemble a unit of bat-
A.R.M.O.R. tracked an incur- tle-hardened operatives to go to
sion from Earth-8009 into New A.R.M.O.R. became aware of this world and stop the zombies’
York, which turned out to be a planestorm in the multiverse, invasion scheme. Howard gath-
Lyra, the daughter of Thundra where several realities clashed ered together an eclectic group
and Hulk from an alternate fu- and tethered together to allow of superhuman operatives in-
ture reality. Intercept teams were for easy crossovers between cluding Battlestar and a skepti-
dispatched, but she tore through them. What was unique about cal Dum-Dum Dugan, which he
them upon her arrival. She was this planestorm was the many dubbed the Ducky Dozen. The
monitored going to the ruins of of the realities involved were unit was transported to the zom-
Avengers Mansion, where she experiencing their own zombie bies’ Earth through the trans-di-
abducted A.R.M.O.R. agent Al- plagues. Seeking to further un- mensional teleportation powers
exander Erde to use as a field derstand and cure the zombie of group member Taxi Taylor and
guide for this reality. plague, Morbius sent newly re- were attacked by large cannons
cruited A.R.M.O.R. agent How- firing zombies at them immedi-
She-Hulk was sent in to try to ard the Duck and Machine Man ately upon arrival. Team member
reign in Lyra under A.R.M.O.R.’s on an unauthorized mission into Gur was quickly killed and the
authority, and she nearly suc- the planestorm to collect sam- group’s ship was destroyed in
ceeded after Lyra was discov- ples of as many unique zombie the initial battle, leaving the re-
ered to get weaker the angrier types as possible. maining members stranded on
she becomes. However, Sentry the ground.
interfered and pitched She-Hulk On an Earth where the wild west
14
The Dozen suffered their next
casualties when they were at-
tacked by a zombified version of
the Invaders. Breeze Barton, Dy-
naman and the Red Raven were
all killed by the superpowered
zombies before the group was
rescued by the Suffragists, the
last resistance to the zombified
Third Reich left on the planet.
The Suffragists took the surviv-
ing members of the Ducky Doz-
en to meet Professor Zog, who
revealed that he himself was a
Nazi, but that he didn’t agree
with the Reich’s plan to Zombi-
fy the Multiverse. Zog arranged
transport for the group aboard
his personal train in order to get
them inside the Zombies’ head-
quarters, where they keep the
trans-dimensional battleship.
Soon Zog himself, as well as the
Suffragist Columbia were killed
by zombie Valkyries that at-
tacked the train looking for Loki.
After the Valkyries themselves
were driven off, Loki appeared
to the remaining adventurers.
He reveals that he is behind the
planet’s zombie apocalypse,
but that he didn’t intend for the
Asgardians to also become in-
fected with the plague. With Lo-
ki’s help, the group managed to
avoid the Asgardian zombies
who were looking for Loki. Dum
Dum is then disguised as his
zombie self and snuck into the
zombies’ secret headquarters.
The rest of the group end up
fighting the Asgardian zombies
while the Eternal Brain used his
telekinetic powers to pick the
secret entrance’s lock. Dragoon
was killed by a zombie Execu-
tioner before the group was able
to seal themselves inside the Allies: S.H.I.E.L.D..
hideout. Enemies: Unknown
History: EuroM.I.N.D. (Europe-
The group suffered more ca- an Monitoring Investigation and
sualties once inside the base, Enforcement Division) is a Euro-
however, as Flexo, the Blazing pean subdivision of S.H.I.E.L.D.
Skull and Libertas were all torn that later fell under the control of
limb from limb by a zombified the S.H.A.P.E. (Supreme Head-
Toothgnasher and Toothgrinder quarters Allied Powers Europe)
while the others escaped. The council. EuroM.I.N.D.’s director
rest, including Loki, headed to a is François Borillon. Its agents
secret bunker containing count- include the science reconnais-
less powerful weapons that the sance group Eurolab and the
zombies had horded during their combat specialist Task Force
world takeover. They succeed- group, who both then merged
ed in launching an atomic bomb into one group known as Euro-
that wiped out the zombie threat, force.
though it cost Miss America her
life. The remaining Dozen and
the Riveter were able to escape
thanks to the selfless sacrifice
Executive Board: A.K.A.
S.H.I.E.L.D.’s Supreme Inter-
of the Eternal Brain, who gave
national Council, The Coun-
Taxi Taylor the time she need-
cil, The Guys Who Runs This
ed to transport them back to the
Show, Board of Directors of
Hollow at the cost of his own life.
S.H.I.E.L.D., Council of Direc-
Unbeknownst to the group, they
tors, The Board.
also brought a zombified Cap-
tain America back to Earth-616. Identity: Secret
Base of Operations: Formerly
S.H.I.E.L.D. Satellite, Earth Or-
EuroM.I.N.D. and bit; S.H.I.E.L.D. Helicarrier.
S.H.A.P.E. : A.K.A. (Europe- Team Leader(s): Formerly Del-
an Monitoring Investigation tite, Tony Stark, Jasper Sitwell
and Enforcement Division), Members: Unknown
and (Supreme Headquarters Allies: Formerly S.H.I.E.L.D.,
Allied Powers Europe) Hydra, Roxxon Corporation’s
Project: Delta
Identity: Known to Authorities Enemies: Formerly Nick Fury
Base of Operations: Unknown History: The S.H.I.E.L.D. Exec-
Team Leader(s): François Bo- utive Board was the Council cre-
rillon ated by the spy agency’s found-
Members: the science recon- er Tony Stark which included
naissance group Eurolab and S.H.I.E.L.D.’s main funders.
the combat specialist Task Force
group, who both then merged Their role consisted in supervis-
into one group known as Euro- ing S.H.I.E.L.D. Director’s activi-
force. ties and decisions. After the first
15
Director, Rick Stoner, was killed
by Hydra agents, the Council
and the United States President
decided to elect the C.I.A.’s top
agent Nick Fury as the new pub-
lic director of S.H.I.E.L.D.
Some time later, the Deltite, an
advanced Life-Model Decoy of
Hydra’s leader Baron Wolfgang
von Strucker created by Arnim
Zola under Strucker’s orders,
successfully infiltrated the Coun-
cil and started replacing the
members with other Life-Model
Decoys.
ty. Those LMD were created by created; at the same time, Bar-
Roxxon’s Encoders, who wor- on Wolfgang von Strucker was
shipped the Deltite as a god. resurrected thanks to his Death
Spore Virus. Hydra then man-
After Nick Fury and some agents aged to brainwash the original
loyal to him killed all the Deltites, S.H.I.E.L.D. agents replaced by
including the Executive Board, the Deltites and kept in stasis
S.H.I.E.L.D. was shut down by into having them working for Hy-
the United Nations. dra.
After some time, a new Three agents, Jasper Sitwell,
S.H.I.E.L.D., under the direct James Woo and Sidney Levine,
control of Nick Fury and the Unit- escaped from their stasis pod
ed Nations Security Council was and created a new Council from

After the death of Baron Struck-

er, Hydra split into several fac-
tions such as A.I.M. and the Se-
cret Empire. The Council, now
composed entirely by LMDs,
controlled S.H.I.E.L.D., Hydra,
A.I.M. and the Oil Corporation
Roxxon, with the Deltite himself
as the new Supreme Hydra.

The Council secretly led Project:

Delta, a secret training project
that consisted in replacing the
S.H.I.E.L.D.’s top agents with
advanced LMD duplicates en-
hanched with Nick Fury’s Infinity
Formula, giving them immortali-
16
which they directed the brain- Skull. Femme Force, Shield and
washed agents like Clay Quar- Captain America together help Members: “Dum Dum” Dugan,
termain and Laura Brown. After take down dangerous threats Gabe Jones, Jimmy Woo, Dr. Ta-
Fury defeated the reborn Struck- like the Fifth Sleeper. mara Hashioka, Dr. Gladstone
er, the agents were freed from Hawkins, Hugh Howards, Gabe
Hydra’s psychic control and they They are very proficient in var- Jones, Dr. Yuriko Takiguchi, Jim-
rejoined S.H.I.E.L.D. ious firearms and are skilled my Woo, Robert Takiguchi, An-
marksman. Femme Force is ex- gel Squad/Operation: Mosquito:
cellent in hand to hand combat, (Agent L, Agent R)
Femme Force: trained in various martial arts. Allies: S.H.I.E.L.D.. (Funded and
partially controlled by SHIELD I;
Identity: Known to Authorities Technology constructed by Stark
Base of Operations: Unknown Godzilla Squad: A.K.A. International; Creators of Red
Team Leader(s): Agent 14 (Val- Godzilla Task Force Ronin), Dr. Henry Pym, Reed
entina Allegra de Fontaine), Richards, the Avengers, the Fan-
Agent 13 (Sharon Carter) Identity: Known to Authorities tastic Four, and Spider-Man.
Members: Non specified female Base of Operations: Behemoth Enemies: Dr. Demonicus and
S.H.I.E.L.D. agents IV Helicarrier his monsters (Batragon, Cen-
Allies: S.H.I.E.L.D.. Team Leader(s): Dum-Dum tipor, Ghilaron, Lepirax), the
Enemies: The Fifth Sleeper Dugan, Gabe Jones, and Jimmy Mega Monsters, and Yetrigar;
History: Femme Force is a spe- Woo. Antagonists of the Champions of
cial S.H.I.E.L.D. unit established
by Nick Fury. This unit only con-
sist of female S.H.I.E.L.D. agents
led by Sharon Carter and Valen-
tina De Fontaine. The Femme
Force project was started by Nick
Fury. He staged a mock battle
with Femme Force and Captain
America against some Hydra
agents while members of the US
Defense Department watched
on screen. The Hydra agents
were actually LMD’s (Life Mod-
el Decoys) and not real people.
Femme Force wanted to prove
that female Shield agents are
just as valuable as men and the
Femme Force project was a way
to help gain equality as agents.
The Defense Department was
impressed by the LMD’s and
Femme Force so funding was
approved for both Shield proj-
ects. Femme Force has made
an immediate impact and gained
respect by proving themselves in
battle against Hydra and the Red
17
Los Angeles.
History: When Godzilla surfaced
off the coast of Alaska and be-
gan causing massive amounts of
damage, S.H.I.E.L.D. was called
in to stop it. Nick Fury called in
Dr. Yuriko Takiguchi who had
spent years studying Godzilla
in his home country of Japan.
Along with Takiguchi came his
assistant Tamara Hashioka and
his grandson Robert Takiguchi.
Fury placed one of his most
trusted agents, Dum-Dum Du-
gan, in command of the Godzilla
Squad as well as Gabe Jones
and Jimmy Woo.
The Godzilla Squad spent
many months following Godzilla
throughout his exploits across
the United States, trying to fig-
ure out ways to safely capture
the monster and prevent it from
destroying several large Ameri-
can cities. These cities included
Seattle, Salt Lake City and San
Francisco, where the Godzilla
Squad was hindered in its mis-
sion by the well-meaning inter-
ference of the super hero team,
The Champions. Soon After this
debacle, the Squad followed
Godzilla to the Aleutian Islands
where they, along with Godzilla,
stopped the evil schemes of Dr.
Demonicus, prompting several
members of the team, includ-
ing the hard-headed Dugan, to
question the true intentions of
the beast.
Tony Stark was commissioned
by S.H.I.E.L.D. to build a machine
to help stop Godzilla based upon
the plans of Dr. Takiguchi which
would come to be known as Red
Ronin. Prior to the weapon’s de-
ployment, however, Takiguchi’s
grandson Rob, stole the giant
robot, fearing that S.H.I.E.L.D.
wished to use it to harm Godzil-
la. Rob instead used Red Ronin
to help Godzilla on several mis-
sions, until it was decapitated in
a battle with the Mega Monster
known as Rhiahn.
The Squad later approached
Hank Pym for help in dealing with
the giant monster. They used his
Pym Particles to shrink Godzilla
down in size and proceeded to
bring him back to New York City
while they decided what to do
with him. Godzilla, however, es-
caped into the Hudson River and
soon began re-growing in size
as the particles began to wear
off. The Squad eventually had
no choice but to accept the help
of the Fantastic Four and their
scientific genius leader, Reed
Richards. They subdued the
monster and used Dr. Doom’s
time machine to send him back
to his own time period. (Due to
his radioactive nature, the ma-
chine actually transported him to
the extra-dimensional Dinosaur
World). Godzilla’s radioactivity
also caused the time machine
to malfunction and Godzilla
was soon returned to the pres-
ent at his full size in the middle
of New York City. After a battle
against the combined efforts of
the Godzilla Squad, the Fantas-
tic Four and the Avengers, Rob,
Godzilla’s only true friend, per-
suaded the monster to return to
the sea and to leave the United
States peacefully. The Squad
was presumably disbanded soon
after this occurrence.
18
H.A.M.M.E.R.:
Identity: Public
Base of Operations: Aveng-
ers Tower; Washington, D.C.;
Thunderbolts Mountain, Col-
orado; Chelsea Piers; Camp
H.A.M.M.E.R.
Team Leader(s): formerly Nor-
man Osborn, Superia
Members: Jones, Jonesy, Jeb-
ediah Young, Alisande Mo-
rales, Mick, Ryan, Choi, Agent
Delpy, Walsh, Gormley, Bullock,
Abrams, Dr. Carolina Washing-
ton, Victoria Hand (triple agent),
Madame Hydra/Viper, Dr. Mc-
Graw, Norman Osborn, Superia,
The Gorgon, Monica Rappac-
cini, Agent Joe Grace, Agent
Derek Young, Agent Bernard,
Eric Koenig, Agent Perry, Steve,
Quasimodo
Allies: Dark Avengers, Hydra,
The Hand, A.I.M.; formerly Thun-
derbolts, Osborn’s X-Men; Initia-
tive; Cabal, Barack Obama
Enemies: Avengers; New Aveng-
ers; Iron Man (Tony Stark); Nick
Fury; Maria Hill; Secret Warriors;
X-Men, X-Force, Barack Obama,
US Military, Howling Comman-
dos PMC, Weapon Plus, Hulk,
Spider-Man, Captain America,
Captain Marvel, Wolverine
History: The ramifications of the
alien Skrulls’ secret invasion of
Earth forced a massive restruc-
turing of the United States’ de-
fense network. At the time, the
country’s primary peace keep-
ing agency was S.H.I.E.L.D.,
led by civilian industrialist Tony
Stark, aka, Iron Man. Because
the Skrulls were able to com-
promise S.H.I.E.L.D.’s Stark-
Tech technology, it was decided
that S.H.I.E.L.D. was no longer
an effective organization and
Tony Stark was personally held
accountable for not preparing
adequately for the Skrull inva-
sion. In the wake of this con-
troversy, Thunderbolts leader
Norman Osborn manipulated Osborn from getting his hands
the U.S. government into allow- on such vital information, Tony
ing him to serve as director of Stark took measures to erase all
a replacement agency called known resources containing this
H.A.M.M.E.R. Under Osborn’s sensitive information, including
leadership, H.A.M.M.E.R. had his own mind.
administrative control over the
entire 50-State Initiative. When Stark failed to surrender
himself to Osborn, Norman sent
As the director of H.A.M.M.E.R., contingents of H.A.M.M.E.R.
one of Osborn’s first initiatives squads to Stark Industries fa-
was to issue warrants, de- cilities all across the globe with
manding the arrest of former orders to arrest Tony Stark with
S.H.I.E.L.D. Director Tony Stark extreme prejudice. The militant
and deputy director Maria Hill. agents caused substantial dam-
Moreover, Osborn wanted ac- age in their efforts to find Stark,
cess to the database contain- often brutalizing Stark Industries’
ing the identities of every hero personnel.
registered under the Superhu-
man Registration Act. To prevent In an effort to make
H.A.M.M.E.R.’s image more pal-
atable to the general public, Os-
born reorganized the Avengers,
filling their ranks with members
of the Thunderbolts. Two previ-
ous members of the team who
remained on Osborn’s Aveng-
ers were the Sentry and Ares,
the God of War. Osborn himself
donned his own suit of armor
(based upon Stark’s designs)
and became known as the Iron
Patriot.
Other super-powered agents
employed by H.A.M.M.E.R. in-
cluded the Headsman, the
Ghost, Ant-Man and Yelena Be-
lova - the second Black Widow.
These agents were instructed to
track down and assassinate a
particular thorn in Osborn’s side
- Deadpool.
During the siege of Asgard,
H.A.M.M.E.R. lead the attack on
Asgard without U.S. permission.
Many H.A.M.M.E.R. agents were
19
killed in the battle and their Heli-
carrier was damaged by U.S mil-
itary forces, on orders from the
President for treason. Shortly af-
terword their leader Norman Os-
born was finally defeated by the
Avengers and H.A.M.M.E.R. was
dissolved.

H.A.M.M.E.R. has recently reap-

peared as a criminal organiza-
tion under the leadership of Su-
peria. But was shutdown by the
New Avengers.

After Norman Osborn escaped

from prison along with Superia,
they reformed H.A.M.M.E.R. with
the alliance of The Hand, A.I.M
and the remnants of Hydra.

Norman Osborn was ultimately

defeated by the combined efforts
of the Avengers and New Aveng-
ers and H.A.M.M.E.R. was dis-
banded, the remaining agents
reinforced Hydra.

Howling Commandos:
A.K.A. Howlers

Identity: Public
Base of Operations: Able
Company Base, England
Team Leader(s): Nick Fury
Members: Nick Fury, Dum
Dum Dugan, Jim Morita, Gabri-
el Jones, Rebel Ralston, Izzy
Enemies: Nazis, Adolf Hit- “Howling Commandos”.
Cohen, Dino Manelli, Percival
ler, Baron von Strucker, Baron
Pinkerton, Eric Koenig, Junior
Zemo, Blitzkrieg Squad The Howling Commandos, as
Juniper, Jerry Larkin, George
History: Sam Sawyer a U.S. well as their great rivals, the Sec-
Stonewell, Duane Willson, Hans
army captain, recruited select ond Attack Squad (the “Maulers”,
Klaus, Fred Jones
U.S. Army Rangers to his “Able” led by Sgt. “Bull” McGiveney,
Allies: Sam Sawyer, Deadly
Company. Sawyer assigned Nick with Cpl. Ricketts Johnson), and,
Dozen, the Maulers, Leather-
Fury the command of the First later, Jim Morita’s Nisei squad
neck Raiders, Jacques Dernier,
Attack Squad, nicknamed the were stationed in a military base
Captain America
20
in England to fight specialized tially captured, they broke free caused the squad members to
missions. These missions were and realized the only way they be thrown into the brig on many
located primarily, but not exclu- could get near the lab was to al- occasions.
sively, in the European Theatre low themselves to be captured
of World War II, eventually going and placed into a nearby con- They reunited for missions in
as far afield as the Pacific The- centration camp. Breaking free, the Korean War, where Fury re-
atre, Africa, and, once each, in Fury and his Commandos at- ceived a field promotion to lieu-
the Middle East and on the Rus- tacked the Germany laboratory, tenant, and the Vietnam War,
sian front. sabotaging the scientists works as well as at a present-day re-
there. After they fled the exposed union gala. Several members of
The Howling Commandos’ ear- rods of nuclear material reached the Howling Commandos have
liest assignment occurred in the critical mass and destroyed the also gone on to spend various
autumn of 1942. They were to re- lab in a massive nuclear explo- amounts of time as a member of
cover British rocket scientist Dr. sion. It is possible that this set Nick Fury’s current organization
MacMillan from a German mil- back is what caused Nazi leader S.H.I.E.L.D.
itary base in occupied Norway. Adolf Hitler to call off any further
Their success brought the atten- development of atomic weapons.
tion of British Prime Minister Win- Howling Commandos (All
ston Churchill, who incorporated The Howlers fought against the New): A.K.A. All-New Howl-
the unit into the British Army, and likes of German General Erwin ing Commandos
given the title of “Commandos”. Rommel and inter-squad big-
otry. Antagonists included Bar- Identity: Secret
After further training, the unit was on Strucker, Captain America’s Base of Operations: Mobile
dispatched back behind enemy nemeses Baron Zemo and the Team Leader(s): Sidewinder
lines in France to recover Free Red Skull (Adolf Hitler’s protégé), Members: Frankenstein’s Mon-
French resistance fighter who and other Axis villains. The ster, Living Mummy, Zombie,
was captured by Nazi soldiers. Howlers were some of the first Man-Thing
This was a vital rescue mission soldiers to see Captain Ameri- Allies: S.H.I.E.L.D.
since they knew the date and ca in action overseas when the Enemies: Dormammu
time of an impending Allied land- Captain helped them to destroy History: The All-New Howling
ing on the beaches of Norman- a Nazi rocket research lab. They Commandos were a team of su-
dy. With the help of Free French worked together so well, in fact, pernatural monsters assembled
resistance fighters they rescued that the Howlers were next or- by S.H.I.E.L.D. agent Phil Coul-
the man from the Nazis before dered to accompany Captain son when a mystical plague was
he could be forced to talk. America to Wakanda to discov- turning humankind into Mindless
er why a Nazi invasion force had Ones. They were specifically as-
After seeing combat in a French been sent there. The Howlers sembled because of their lack
coastal town, Fury was called continued to encounter and fight of intelligence, as the infection
back to base where he was in- alongside Captain America and worked its way down from the
formed that the Nazis were get- Bucky several times throughout most mentally advanced people
ting ahead in the race to devel- the war. to the bottom.
op an atomic bomb. Posing as
sailors the Howling Commandos Despite being an elite squadron, The Howling Commandos se-
managed to smuggle their way they were in constant conflict cured the beacon into the Dark
into Germany to seek out the with regulations due to Fury’s Dimension from infected peo-
laboratory in the town of Heine- unorthodox command style as ple while S.H.I.E.L.D. agents
mund where the atomic weap- well as their constant rivalry with confronted Dormammu. When
ons were being developed. Ini- McGiveney’s Maulers, which the ruler of the Dark Dimension
21

was finally defeated, and the Allies: S.H.I.E.L.D.
S.H.I.E.L.D. agents returned Enemies: Punisher
to Earth through a portal, the History: The Howling Comman-
backlash caused the Comman- dos are a Delta Force C Squad-
dos to be sucked into the Dark ron F-Team black-ops unit known
Dimension, from where Coulson for always getting the job done
planned to retrieve them as soon no matter the circumstances or
as possible. consequences. In Cebu City, a
mission went bad resulting in the
death of a member codenamed
Howling Commandos Buzzkill.
(Black Ops Unit): A.K.A. C
Squadron F-Team, Sidewind- In Los Angeles, the Commandos
er’s Team were ordered to go after the Pun-
isher. The Commandos used the
Identity: Known to Authorities Punisher’s contact, Sgt. Thom-
Base of Operations: Mobile as Tuggs, as bait and eventually
Team Leader(s): Sidewinder tracked him down to his subway
Members: Ruby Red, Myers, hideout. The Punisher almost got
Buzzkill away, but a tracking bullet struck
22
him in the torso, wounding him
severely.
The Commandos then proceed-
ed to use the Punisher’s remain-
ing family members as bait. The
bait worked, and Punisher was
captured by the Commandos;
however, the Punisher convinced
their leader, Sidewinder, to free
him and stop following orders so
that he could get to the bottom
of who supplied the Dos Soles
Cartel with U.S. Army munitions.
Howling Commandos (of
S.H.I.E.L.D.): A.K.A. Nick
Fury’s Howling Commandos
(See also S.T.A.K.E.)
Identity: Known to Authorities
Base of Operations: Area 13,
Pine Barrens, New Jersey
Team Leader(s): Warwolf (Rey-
na); formerly Dum-Dum Dugan,
Clay Quartermain
Members: Dum-Dum Dugan,
Glyph, Hit-Monkey, Manphibian,
Man-Thing, Orrgo, Jasper Sit-
well, Teen Abomination, Vam-
pire by Night, Warwolf (Reyna),
Abominable Snowman, Brother
Voodoo, Blade, Clay Quarter-
main, Dimensional Man, Dra-
goom, Fangu, Frank, Glob, Gold-
en Gator, Goom, Gorilla-Man,
Grogg, Groot, Hellstrom, It,
Joshua Pryce, Lilith Drake, Liv-
ing Mummy, Sasquatch, Warwolf
(Marcus), Zombie
Allies: S.H.I.E.L.D., Bradley
Beemer, “Buzz” McMahon, Elsa
Bloodstone
Enemies: Lords of the Living
Lightning, Merlin
History: Several years ago,
Dum-Dum Dugan successfully commander Vic Marcus, code-
petitioned S.H.I.E.L.D. Director name Warwolf. Additionally, the The commando’s first mission
Nick Fury to create a specializedteam outfitted the monstrous under Quatermain’s command
Grogg with advanced technology
unit dedicated to the use of para- was a standard capture opera-
normal personnel. Dubbed the that allowed the dragon to serve tion of alien creature Groot; the
Howling Commandos in homage as a living transportation vehicle, team also acquired operative
to the famed World War II squad, piloted by S.H.I.E.L.D. operative Glob the same day. Around the
the team set up shop at Area 13 “Buzz” McMahon. This team, un- same time, ancient wizard Merlin
and began acquiring operatives der the leadership of Dugan and broke free from S.H.I.E.L.D. con-
whose strengths and powers his second-in-command Bradley tainment and set off an enchant-
were supernatural, paranormal Beemer, completed many mis- ment that sent England into the
or extra-terrestrial in nature. sions for S.H.I.E.L.D., utilizing Dark Ages while collaborating
the “horror, shock and awe” of with Daimon Hellstrom (who un-
Captured beings were given the their unique operatives. beknownst to the operatives was
option to either work as an op- deep undercover) and the re-
erative with the Commandos, Some time after their formation, maining leadership of the Lords
which came with certain “walk- the group traveled to Afghani- of the Living Lightning. Opera-
ing around” privileges, or to be stan and defeated an unnamed tives Nina Price, the Vampire by
kept in continuous isolated con- group of terrorists and members Night, and Lilith Drake were sent
tainment at Area 13. While the of technological death-cult the in undercover to spy on Merlin’s
Commandos’ roster often fluc- Lords of the Living Lightning. Af- activities.
tuated to meet the needs of the ter the mission, Dum-Dum Du-
mission, a core group of opera- gan was replaced as command- Merlin soon attacked Area 13,
tives soon emerged: Nina Price, ing officer by Clay Quartermain, unleashing an army of mythical
the Gorilla-Man, the Living Mum- who made a less than stellar im- creatures into the base. With the
my, Frank, the Zombie, and field pression with the operatives. active operatives overpowered
23
and the base overrun, Beemer them securing the Earth Idol of unexpected consequence: Hulk’s
activated the “stampede proto- Golthana from a tanker ship after rogue gallery began running wild.
col”, unleashing all of the con- it mutated the crew into mindless As a result, S.H.I.E.L.D. formed
tained assets of the base, effec- humanoid plant creatures. While a team called the Hulkbusters
tively turning the tide of the fight.successfully defeating the crew, to capture these villains and im-
they failed their main objective plant them with nano-technology
While the Commandos made when Man-Thing’s destruction of to nullify their powers. The team
preparations to infiltrate Mer- the creatures caused the idol to was lead by Agent Clay Quar-
lin’s camp, Lilith attempted to incinerate. termain and members included
double cross him, but failed and Agent Cheesecake, Agent Crim-
was burned alive. Quartermain At the time when Hydra took son, and She-Hulk. A variant of
then called in a favor to the Mole over S.H.I.E.L.D. and most of the Mandroid armor was developed.
Man to use his city-moving tech- United States, the Howling Com- Under orders from Glenn Talbot,
nology. As the Mole Man raised mandos alongside S.T.A.K.E. fell this model became the “Hulk-
the city above the surrounding under Hydra’s control. buster” and was used in battle
landscape and the Commandos with Bruce Banner
launched their attack, Warwolf
and Gorilla-Man cornered Mer-
lin, only for the wizard to teleport Mutant Task Force: A.K.A.
away. After the battle, it was re- S.H.I.E.L.D. Mutant Task Force
vealed to the Commandos that
Lilith survived, and that her role Identity: Known to Authorities
in the mission was to assassi- Base of Operations: Area 13,
nate Merlin, should capture not Pine Barrens, New Jersey
be an option. Team Leader(s): Director Hill
Members: “Agent Blaire/Daz-
The subsequent activities of the zler” (Mystique), Agent Blaire/
team were not recorded. Dazzler, Josephine Brick-
lemoore, Joseph Bricklemoore
Some years later, the Howl- Allies: S.H.I.E.L.D.
ing Commandos fell under Enemies: Cyclops’ X-Men
the jurisdiction of S.T.A.K.E., History: Very little is known
S.H.I.E.L.D.’s newest subsidiary Hulkbusters: about S.H.I.E.L.D.’s Mutant Task
to contain supernatural threats. Force aside from its members.
A new lineup of Howling Com- Identity: Public This group focused on handling
mandos was formed, consisting Base of Operations: situations involving mutants.
of Hit-Monkey, Manphibian, Man- S.H.I.E.L.D. Helicarrier
Thing, Teen Abomination, Orrgo, Team Leader(s): Clay Quarter-
main
an undead Jasper Sitwell, and a
Members: Agent Beefcake,
Psi-Division (S.H.I.E.L.D.):
returning Nina Price. Dum-Dum A.K.A. Psy-Ops Department,
Dugan returned to serve as the Agent Cheesecake, Agent Crim-
ESPer Agents
new group’s field commander, son, She-Hulk, Clay Quarter-
while S.T.A.K.E. agent Warwolf main
Identity: Secret
(Martin Reyna) served as the Allies: S.H.I.E.L.D.
Base of Operations:
team’s handler and commanding Enemies: Hulk and Hulk’s Ene-
S.H.I.E.L.D. Helicarrier, Iliad
officer. mies
Team Leader(s): Unknown
History: Hulk’s exile from Earth
Members: Marvin Flumm, El-
The new team’s first mission saw by the Illuminati brought forth an lis Love, Olivia Hook, Rapture,
24
 S.H.I.E.L.D.

Paraphernalia:
Equipment: Various exam-
ples of comparable quality to
S.H.I.E.L.D.
Transportation: The Circle and
other examples of comparable
quality to S.H.I.E.L.D.
Weapons: Various exam-
ples of comparable quality to
S.H.I.E.L.D.

Agent Locke, Network Nina, manded by director Xian Zheng,

Lynn Richards the organization was built after
the invasion by Thanos, in which
Allies: S.H.I.E.L.D. the super-powered team Dy-
Enemies: Unknown nasty was decimated, Feeling
History: Very little is known that they needed to be able to
about S.H.I.E.L.D.’s Psi-Division. protect themselves, China want-
ed to be on the same level as
S.H.I.E.L.D.. So they appointed
S.P.E.A.R.: A.K.A. The Spear Zheng to head up the new proj-
ect. S.T.A.K.E.: A.K.A. Spe-
Identity: Known to Authorities cial Threat Assessment for
Base of Operations: The Cir- Falcon first encountered them Known Extranormalities (See
cle, China during Gorgon’s attempt to also Howling Commandos (of
Team Leader(s): Director launch an attack on China using S.H.I.E.L.D.)
Zheng a giant dragon. When the Hand
Members: Devastator, Mon- attacked their flying headquar- Identity: Known to Authorities
key King, Saber, Vector, Weath- ters, the Circle, they deployed Base of Operations: Area 13,
er Witch, numerous unnamed their own dedicated superhuman Pine Barrens, New Jersey
members response team, the Ascendants. Team Leader(s): Martin Reyna
Allies: Falcon, presumably Members: Dum Dum Dugan,
M.O.D.O.K.’s faction of A.I.M. A supposedly rogue group in Paul Kraye, Jasper Sitwell
and its agents S.P.E.A.R. agents and scientists Allies: S.H.I.E.L.D., Howling
Enemies: Hand, Gorgon committed around 300 telepaths Commandos
History: S.P.E.A.R. was a Chi- in a secure location somewhere Enemies: Unknown
nese intelligence gathering or- in China to the task of making History: The Special Threat As-
ganization created for home- a psychic recreation of the de- sessment for Known Extranor-
land security. It possessed over stroyed Kowloon Walled City. malities (a.k.a. S.T.A.K.E.) was
150,000 operatives, analysts, This simulacrum would act as a S.H.I.E.L.D. project inspired
and overseers, sixteen airships, an incubator for the Fury and its by Dum Dum Dugan’s Howling
and a science division. Com- offspring as part of a elaborate Commandos, an homage to the
plot by M.O.D.O.K. to infiltrate
25
World War II team of Nick Fury. It
consisted of a number of super-
natural beings that were recrut-
ed by the global peacekeeping
organization S.H.I.E.L.D.
which focused on dealing with
supernatural occurrences.
In the beginning, the team of
monsters were recruted to stop
extraterrestrial threats around
the world. Their leader was Clay
Quartermain. The team did a
number of missions before even-
tually disbanding.
A few months later, S.H.I.E.L.D.’s
monster team was started again,
this time renamed “Supernatu-
ral Threat Analysis and Kill Ex-
perts.” The team was led by the
recently returned-from-the-dead
Dum Dum Dugan.
At the time when Hydra took
over S.H.I.E.L.D. and most of the
United States, the Howling Com-
mandos alongside S.T.A.K.E. fell
under Hydra’s control.
S.T.R.I.K.E.: (Special Tacti-
cal Reserve for International
Key Emergencies) A.K.A. Psy-
Ops Department
Identity: Secret
Base of Operations: Undersea
air base/ /a closed university, lo-
cated in London, England; this
headquarters was later used by
D.U.C.K.
Team Leader(s): Tod Radcliffe
(Director of S.T.R.I.K.E.), Com-
mander Lance Hunter ( Second
Director of S.T.R.I.K.E.)
Members: Elizabeth Braddock,
Tom Lennox, Alison Double,
Kevin Mulhearn, Vicki Reppion,
Dennis Rush, Andrew Hornby,
Leah Mickleson, Stuart Hattrick,
“Matthew” (codename)
Allies: S.H.I.E.L.D., Captain
Britain,
Enemies: Vixen, Slaymaster,
S.T.R.I.K.E.
History: A few years after Cap-
tain Britain fought Lord Hawk, his
sister, Betsy, made contact with
another telepath who worked for
S.T.R.I.K.E. That organisation
was in the process of setting up
a Psi-Division similar to the one
used by S.H.I.E.L.D. Betsy was
recruited and spent a couple of
years working for them.
A criminal espionage network
headed by the crimelord Vix-
en infiltrated S.T.R.I.K.E. and
placed its people in the top po-
sitions. The only people who
knew this was happening were
the telepaths, and so Vixen hired
the assassin Slaymaster to elim-
inate them. Sensing the danger
they were in, they went on the
run. Four of them were killed by
Slaymaster before Betsy sensed
the return to Earth-616 of her su-
perhero brother.
One of the Psi-Division, Kevin,
has taken a job as a mentalist
under the name Doctor Desti-
ny. He was performing his mind
reading act at a theatre in Lon-
don, using his powers to tell
what people had in their posses-
sion, when Slaymaster arrived,
heavily disguised. He asked the
blindfolded psi what he had in
his pocket, and Kevin telepath-
ically read him. Kevin only had
a couple of seconds to react in
horror, before Slaymaster pulled
26
the gun out his pocket and shot
him dead.
At around the same time Cap-
tain Britain received a phone call
from his sister, explaining that
she was in mortal danger and
asked him to meet her in Ox-
ford Street. She finished her call
to be informed by Vicki, another
of the fugitives, that Alison had
gone into shock, screaming Kev-
in’s name. Since Alison was in
“mindlock” with Kevin, this meant
that Kevin had been killed.
Betsy and her brother met in Mc-
Donalds in Oxford Street short-
ly thereafter. They barely rec-
ognised each other, as both had
changed vastly since the last
time they met. Betsy explained
the situation to her brother, but
even as she did so, the dis-
guised Slaymaster had caught
up with the remaining telepaths,
who were waiting at the Forbid-
den Planet comic shop down the
road. He walked up behind Vicki,
who sensed the danger far too
late. Slaymaster drove a high
tech spike into her skull, killing
her, and as he did so, Betsy felt
the death of her friend. She in-
formed Captain Britain of what
was happening, and he raced
to the bathrooms to change.
Just before he returned, Betsy
sensed the death of Avril.
She and her brother raced to
the shop, where Slaymaster
now had the two remaining sur-
vivors cornered. The murderer
informed Tom Lennox that he
would not have time to concen-
trate enough to use his telekine-
sis, but just before he could slay
another victim, Captain Britain
arrived. Slaymaster, pleased at
the new challenge, unmasked to
reveal who he truly was.
Tom and Betsy watched as hero
and assassin battled it out, com-
municating telepathically, while
Alison remained all but coma-
tose in Tom’s arms. They noted
that Slaymaster was armed with
S.T.R.I.K.E. equipment, a clear
indication of the extent that orga-
nization had been compromised,
and they wondered what they
could ever do against such a pow-
erful enemy. The battle moved
outside, and it became clear that
Slaymaster was gaining the up-
per hand. Betsy decided she and
Tom must take a hand in helping
the hero. She used her precog-
nitive abilities to predict that the
battle would move across the
street, and back in front of the
store, and Tom used his teleki-
nesis to hit the killer with a cloud
of comics and magazines, effec-
tively blinding him. This allowed
Captain Britain to regain the ini-
tiative, and he swiftly defeated
his foe. Betsy had a few seconds
to talk to her brother before the
police arrived. He departed, tell-
ing her to get her friends to Brad-
dock Manor.
Superhuman Restraint
Unit: A.K.A. Cape-Killers
Identity: Public
Base of Operations:
S.H.I.E.L.D. Helicarrier
Team Leader(s): Tod Radcliffe
(Director of S.T.R.I.K.E.), Com-
mander Lance Hunter ( Second
Director of S.T.R.I.K.E.)
Members: Cleery, Dum Dum
Dugan, Gabe Jones, Major Tom
Aramaki, Agent Abrams, Agent
Cleery, Agent Doug, Agent Whit-
man, Special Agent Marquez,
and her partner Agent McAllister
Allies: S.H.I.E.L.D., Pro-Regis-
tration Forces
Enemies: Anti-Registration
Forces, New Warriors, Elijah
Cross (X-Cell)
History: After the Superhuman
Registration Act was passed,
S.H.I.E.L.D. created a special di-
27
vision colloquially referred to as
“Cape Killers” to take down and
arrest unregistered superheroes.
The Anti-Superhuman Re-
straint Unit is a special opera-
tions unit of S.H.I.E.L.D.. These
S.H.I.E.L.D. agents wear armor,
and use hardware, designed by
Tony Stark and Stark Enterprise
employee, Kenny and are trained
to take down superhuman com-
batants.
During the events of the Civil
War, where these agents were
sent to bring in rogue super-
heroes, its members (and the
armored suits themselves) be-
came known as Cape-Killers
(sometimes written Capekiller).
During the events of the subse-
quent superhuman Civil War, the
Cape Killers were responsible
for capturing and transporting
unregistered superheroes to the
Negative Zone prison, 42.
After Norman Osborn estab-
lished H.A.M.M.E.R. he dis-
solved the Cape Killers.
S.W.O.R.D. : A.K.A. Sentient
World Observation and Re-
sponse Department
Identity: Known to Authorities
Base of Operations: The Peak,
Earth Orbit; Pandora’s Box (re-
search station)
Team Leader(s): Commander
Abigail Brand
Members: Abigail Brand, Ce-
cilia, Lockheed, Agent Paul-
letz, Sydren, K’eel R’kt, Beast,
Benjamin, Death’s Head, Agent
Deems, Henry Gyrich, Manifold
Tyger, Mindee, Spider-Woman
28
Allies: X-Men, U.S. Space
Command, S.H.I.E.L.D., Aveng-
ers
Enemies: Metroliths, Unit,
Drenx, Cyclops’ X-Men
History: S.W.O.R.D. (an acro-
nym for Sentient World Obser-
vation and Response Depart-
ment) is a counter terrorism and
intelligence agency which deals
with extraterrestrial threats to
world security. S.W.O.R.D. is a
subdivision of the better known
S.H.I.E.L.D. but appears to be
largely autonomous of its parent
organization. Since the depar-
ture of Nick Fury as director of
S.H.I.E.L.D., relations between
the two organizations have be-
come strained.
The head of S.W.O.R.D is Spe-
cial Agent Abigail Brand. Its pri-
mary command-and-control HQ
is aboard the orbital space sta-
tion known as the Peak.

S.W.O.R.D. is known to have at
least one undercover operative
in the X-Mansion: Shadowcat’s
pet dragon, Lockheed.
S.W.O.R.D. has not been seen
since the restoration of the Mul-
tiverse following the end of the
incursion. It is very likely that
S.W.O.R.D. has been replaced
by the Alpha Flight Space Pro-
gram, which would explain why
Abigail Brand is a member of Al-
pha Flight.
W.A.N.D. : A.K.A. Wizardry
Alchemy Necromancy Depart-
ment
Identity: Known to Authorities
Base of Operations: Unknown
Team Leader(s): Director Pan-
dora Peters
Members: Pandora Peters,Todd,
numerous unnamed operatives
Allies: Thunderbolts, Doctor
Strange
Enemies: Unknown
History: The Wizardry Alche-
my Necromancy Department,
often identified as “W.A.N.D.”, is
S.H.I.E.L.D.’s magic defense di-
vision, dealing with supernatural
threats, even within the Aveng-
ers. The organization is made up
of various magic users.
Director Pandora Peters hired
the Thunderbolts strike team to
kill the rogue Doctor Strange,
providing them with a magical
arsenal for the job, but also hav-
ing given a spell on them that
made them believe that they had
procured the objects from Doc-
tor Druid’s stores until they had
defeated the person, who turned
out to be the Fairie king Oberoth
M’gozz, who had kidnapped
Strange. After bringing Strange
to safety, W.A.N.D. re-possessed
their artifacts and rewarded the
Thunderbolts with a Shawarma
meal.
Weapons: A variety of magical
equipment, including:
Anton Dancer’s Lazarus Jacket
Count Pocus’s Magical Mystery
Top Hat of Wonder
Elfskin Cloack of Whispers
Johnny Blaze’s Hellfire Shotgun
Milfour’s Dragonhelm
Orthan Ba’s Sacred Relics of Kit-
bor
Splitlip’s improvement of Stark’s
Uru Armor.
Wraith-Hunter Rangers:
Identity: Public
Base of Operations: Unknown
Team Leader(s): Forge
Members: S.H.I.E.L.D. Psi-Divi-
sion, Peter Gyrich
Enemies: Dire Wraiths
29
History: The Wraith-Hunter
Rangers are an elite branch of
the U.S. Army led by General
Merriwether Locklin. This unit
was created specifically to deal
with the infiltration of Earth by
the evil Dire Wraiths. Working in
conjunction with S.H.I.E.L.D. Es-
per agents and the Spaceknights
Rom and Starshine they strove
to rid the Earth of the enemy.
The government asigned
S.H.I.E.L.D. and its psionic divi-
sion as a response group to the
Dire Wraith Invasion. In control
of Wraith-destroying missions,
they enlisted the help of vari-
ous super heroes, including the
X-Men, and Alpha Flight. Even-
tually, a special branch of
S.H.I.E.L.D. known as the
Wraith-Hunter Rangers was
formed to deal with the problem.
NOTABLE S.H.I.E.L.D.
BASES:
This section details many of the
S.H.I.E.L.D. and related agency
headquarters.
 his second-in-command Bradley maining leadership of the Lords
Area 13: A.K.A. S.T.A.K.E. Beemer, completed many mis- of the Living Lightning. Opera-
Command sions for S.H.I.E.L.D., utilizing tives Nina Price, the Vampire by
Location: United States of the “horror, shock and awe” of Night, and Lilith Drake were sent
America, New Jersey, Pine Bar- their unique operatives. in undercover to spy on Merlin’s
rens activities.
Identity: Secret Sometime after their formation,
History: Area 13 is a secret US the group traveled to Afghani- Merlin soon attacked Area 13,
government installation used to stan and defeated an unnamed unleashing an army of mythical
store dangerous creatures from group of terrorists and members creatures into the base. With the
across the globe. of technological death-cult the active operatives overpowered
Lords of the Living Lightning. Af- and the base overrun, Beemer
Several years ago, Dum-Dum ter the mission, Dum-Dum Du- activated the “stampede proto-
Dugan successfully petitioned gan was replaced as command- col”, unleashing all of the con-
S.H.I.E.L.D. Director Nick Fury ing officer by Clay Quartermain, tained assets of the base, effec-
to create a specialized unit ded- who made a less than stellar im- tively turning the tide of the fight.
icated to the use of paranormal pression with the operatives.
personnel. Dubbed the Howling While the Commandos made
Commandos in homage to the The commando’s first mission preparations to infiltrate Mer-
famed World War II squad, the under Quatermain’s command lin’s camp, Lilith attempted to
team set up shop at Area 13 was a standard capture opera- double-cross him, but failed and
and began acquiring operatives tion of alien creature Groot; the was burned alive. Quartermain
whose strengths and powers team also acquired operative then called in a favor to the Mole
were supernatural, paranormal Glob the same day. Around the Man to use his city-moving tech-
or extra-terrestrial in nature. same time, ancient wizard Merlin nology. As the Mole Man raised
broke free from S.H.I.E.L.D. con- the city above the surrounding
Captured beings were given the tainment and set off an enchant- landscape and the Commandos
option to either work as an op- ment that sent England into the launched their attack, Warwolf
erative with the Commandos, Dark Ages while collaborating and Gorilla-Man cornered Mer-
which came with certain “walk- with Daimon Hellstrom (who un- lin, only for the wizard to teleport
ing around” privileges, or to be beknownst to the operatives was away. After the battle, it was re-
kept in continuous isolated con- deep undercover) and the re- vealed to the Commandos that
tainment at Area 13. While the
Commandos’ roster often fluc-
tuated to meet the needs of the
mission, a core group of opera-
tives soon emerged: Nina Price,
the Gorilla-Man, the Living Mum-
my, Frank, the Zombie, and field
commander Vic Marcus, code-
name Warwolf. Additionally, the
team outfitted the monstrous
Grogg with advanced technology
that allowed the dragon to serve
as a living transportation vehicle,
piloted by S.H.I.E.L.D. operative
“Buzz” McMahon. This team, un-
der the leadership of Dugan and
30
Lilith survived, and that her role America stopped by H.A.M.M.E.R. before
in the mission was to assassi- Identity: Secret escaping.
nate Merlin, should capture not History: Barracuda is a
be an option. S.H.I.E.L.D. weapons factory.
Camp Hammond: A.K.A.
The subsequent activities of the S.H.I.E.L.D. Base Designation
team were not recorded.
The Big House: A.K.A. 4201
Lang Memorial Penitentiary, Location: United States of
Some years later, the Howl- America, Connecticut, Stamford
Ant Farm, Pym Experimental
ing Commandos fell under
Prison Identity: Public
the jurisdiction of S.T.A.K.E.,
Location: United States of History: Prior to the opening of
S.H.I.E.L.D.’s newest subsidiary Camp/Fort Hammond, the su-
America, North America, New
to contain supernatural threats. perhuman training facility was
York State
A new lineup of Howling Com- located at a S.H.I.E.L.D. base
Identity: Secret
mandos was formed, consisting in Arizona. Camp Hammond,
History: The U.S.’s newest max-
of Hit-Monkey, Manphibian, Man- located on the site of the Stam-
imum security prison. New York
Thing, Teen Abomination, Orrgo, ford tragedy that started the Civil
State Prison, houses super-
an undead Jasper Sitwell, and a War. The camp is considered the
human criminals shrunken by
returning Nina Price. Dum-Dum Initiative HQ and also serves the
Dr. Henry Pym’s Pym Particles.
Dugan returned to serve as the dual function of being the Initia-
Later it was expanded into Lang
new group’s field commander, tive team for Connecticut.
Memorial Penitentiary, some-
while S.T.A.K.E. agent Warwolf
times jokingly referred to as the
(Martin Reyna) served as the The camp is primarily used to
“Ant Farm”.
team’s handler and commanding train drafted super powered
officer. young people in the United
States who have to be registered
Area 13’s location, Pine Barrens, Black Ice: A.K.A. S.H.I.E.L.D. with the federal government.
New Jersey, is the alleged home Deep Storage Containment However, many respected and
of the infamous Jersey Devil, Facility established superheroes have
perhaps a way to connect the Location: United States of also attended training to brush
supernatural creatures of Area America, Texas, Odessa up and further their skills.
Identity: Secret
13 with the real world.
History: S.H.I.E.L.D.’s deep stor-
New recruits are put through
age containment facility, Black
Avengers basic training, which
Ice was housed in Odessa, Tex-
includes combat, first aid, and
Barracuda: as. Hydra went there to retrieve
superhuman ethics. If passed
Location: United States of Gorgon’s body, and were almost
the recruits’ registration card will

31
be upgraded to a full heroes li-
cense with some being offered
places in one of the fifty nation-
wide teams.
During the Skrull Invasion, the
base was set to be used by the
Skrull invaders as a homebase
for their regime. It is revealed the
Chief Administrator, Hank Pym,
was a Skrull impostor Criti Noll
(who later died from the hands of
Crusader). The whole idea of the
Initiative was created by Skrull
agents to place Skrull impostors
all over the country. Skrulls took
the place of many graduates.
After the invasion, an incident
with the Thor clone Ragnarok,
and the revelation to the MVP
cloning experiments to the me-
dia gives Norman Osborn, head
of national security and director
of, S.H.I.E.L.D.’s replacement
agency H.A.M.M.E.R., justifica-
tion to shut down Camp Ham-
mond.
While working in administration,
Richard Gilmore (Aka Prodigy)
confirmed the act of demolition ently the current director of
of Camp Hammond. Camp Hammond after the Skrull
invasion.
However, it was later used again Justice (Youth Counselor): Left
as the S.H.I.E.L.D. Base Desig- to lead Counter Force.
nation 4201 to store the Future Baron Von Blitzschlag (Head
Foundation children during the Scientist)
Fantastic Four trial. The base Hank Pym (Chief Scientist): Re-
was administred by the one who vealed to be a Skrull impostor,
gave its name: Jim Hammond, and later killed by Crusader.
agent of S.H.I.E.L.D., the Human Henry Peter Gyrich (Secretary
Torch. of Superhuman Armed Forces):
Forced to depart his position by
Points of Interest: Iron Man.
Combat Simulator
Yellowjacket’s lab Students: There were an un-
Blitzschlag’s lab determined number of recruits
Yellowjacket’s quarters at Camp Hammond before its
The War Room closer, according to Henry Pe-
Briefing Room 1 ter Gyrich, Yellowjacket, and War
Sub-Basement 9 Machine, there are over sixty su-
Shooting Range per-humans at Camp Hammond
Obstacle Course including staff. Thus far the re-
Observation Deck cruits shown to be located at the
A number of Jim Hammond me- camp include:
morials
Graduates:
Staff: War Machine (Camp Di- Ant-Man: Assigned to the Thun-
rector/Field Commander): Re- derbolts.
signed his position. Blazing Skull: Assigned to the
Gauntlet (Drill Sergeant): Pres- New Jersey Initiative team, the
32
Defenders.
Cloud-9: Assigned to the Mon- Quit: Deceased:
tana Initiative team, Freedom Debrii (Deborah Fields): Now a Crusader (Z’Reg): Shot through
Force. member of Counter Force. the head by 3-D Man.
Gargoyle: Served as Initiative in- Rage (Elvin Haliday): Now a Dragon Lord (Tako Shamara):
structor before retiring. member of Counter Force. Killed by KIA.
Hellcat: Assigned to Alaska. Scarlet Spider (Patrick): Former- Proton (Geldoff): His neck was
Komodo: Assigned to the Ari- ly of the Shadow Initiative, now a broken by a Skrull.
zona Initiative team, the Desert member of Counter Force. MVP (Michael van Patrick): Acci-
Stars. Slapstick (Steven Harmon): Now dentally killed by Armory.
Nighthawk: Assigned to the New a member of Counter Force. Scarlet Spider (Van): Killed by
Jersey Initiative team, the De- Hardball (Roger Brokeridge): KIA.
fenders. Assigned to the Nevada Initiative Scarlet Spider (Michael): Killed
Thor Girl: Assigned to the Geor- team, the Heavy Hitters; now by Ragnarok.
gia Initiative team; revealed to with Hydra.
have been a Skrull. Triathlon (Delroy Garrett Jr.): As- Trivia:
Trauma: Now serving as a coun- signed to the Hawaii Initiative The facility is named after Jim
selor at Camp Hammond. team, the Point Men, as the new Hammond, the original Human
Ultra Girl: Assigned to the Geor- 3-D Man; left to work with the Torch. Furthermore, a statue of
gia Initiative team, and director Skrull Kill Krew. Hammond on the grounds bears
of the Junior Guardsmen. Puma (Thomas Fireheart): left to the inscription “JIM HAMMOND,
Gorilla Girl: Put in for the re- continue activity as a villain. THE FIRST OF THE MARVELS:
serves Trainees/Cadets: He showed us that heroes can
Annex: Assigned to the New Prodigy (Ritchie Gilmore) be made”. When the camp is
Mexico Initiative team. Sunstreak (Andrea Roarke) shut down by Norman Osborn,
Geiger: Assigned to the New Rocket Racer (Robert Farrell) an angry mob tore down the
Mexico Initiative team. Stature (Cassandra Lang) statue.
Red Nine: Assigned to the Geor- Alex Power
gia Initiative team.
Melee: Training to be an instruc-Washouts: Carbon: A.K.A. Secret Base
tor. Armory (Violet Lightner): Her 16
Diamondback Tactigon was confiscated and Location: United States of
Shooting Star: Assigned to the she was sent out of the Initiative America, Colorado
Texas Initiative team, the Rang- after accidentally killing Michael Identity: Secret
ers. Van Patrick. History: Carbon is a 3rd-gener-
Butterball (Emery Schaub): Not ation secret base, operated by
Shadow Initiative: being cut out for the military ap- Nick Fury. It is the location of the
Taskmaster: Shadow Initiative plications of The Initiative, was AUTOFAC mainframe, which is
field leader. sent home with a registration ID a secret database used by Nick
Bengal: Assigned to the Shadow card. Fury for sensitive data. in this, it
Initiative, former leader. Earth A Hulkling: Falsely joined is, unknowlingly, a counterpart of
Constrictor: Assigned to the The Initiative using his Earth-616 The Carousel.
Shadow Initiative. counterpart’s identity, since re-
Mutant Zero: Not known by other turned home.
cadets outside the Shadow Ini- Earth A Wiccan: Falsely joined
tiative. The Initiative using his Earth-616
Batwing: Newest recruit as- counterpart’s identity, since re-
signed to the Shadow Initiative. turned home.
33
 internal computers is of a circle
surrounded by a semicircle of
partial hexagons. Its S.H.I.E.L.D.
users may have found it strange-
ly familiar.
Central HQ:
Location: United States of
America, Washington, D.C.
Identity: Public
History: Located in Washington,
D.C., this building served as the
ground and central headquar-
ters of S.H.I.E.L.D..
(See The Marvel Superheroes
Deluxe City Campaign Boxed
Set for more details)
Carousel:
Location: United States of
America, Illinois, Chicago
Identity: Secret
History: The Carousel was one
of S.H.I.E.L.D.’s shadow facili-
ties, and housed the DataCORE.
It was destroyed by Nick Fury
when he obtained a copy of the
files regarding Hydra’s structure. The Circle (S.P.E.A.R.):
Location: China
Notes: Identity: Secret
The logo the Carousel uses in its History: The Circle is the main
headquarters for the Chinese
34
intelligence agency known as
S.P.E.A.R.. Under the command
of Director Xian Zheng, the Cir-
cle was built along with the or-
ganization after the invasion by
Thanos. Feeling that they need-
ed to be able to protect them-
selves, China wanted to be on
the same level as S.H.I.E.L.D..
So they appointed Zheng to
head up the project.
The Circle’s main hub pos-
sessed over 150,000 operatives,
analysts, and overseers, sixteen
airships, and a science division,
with the most sophisticated sur-
veillance built by man. While en-
tertaining Avenger member The
Falcon, The Circle came under
attack by the Gorgon and mem-
bers of the Hand. To deal with
the situation, Zheng revealed
that the Circle was also home to
their own special task force, The
Ascendants.
Challenger: A.K.A. Secret
Base 11
Location: France, Nantes
Identity: Secret
History: Challenger is a
2nd-generation secret base,
operated by Nick Fury. It is the
command post for any actions
taken by Fury in France.
 The Cradle: equipment during the Skrull In-
Location: Mobile vasion destroyed his efforts. This
The Cocoon: A.K.A. Secret Identity: Secret allowed all the inmates, to es-
Base 17 History: The Cradle is a fortified cape.
Location: United States of airborne research facility. (See
Vehicles) In the aftermath of the Skrull In-
America, New York State,
vasion, Norman Osborn used
Brooklyn, New York City
The Cube as a base for his
Identity: Secret
Thunderbolts.
History: The Cocoon was the
original caterpillar base of oper-
ations of Nick Fury’s Secret War-
riors. The Dock:
Location: United States of
Residents: America
Formerly: Identity: Secret
History: A former S.H.I.E.L.D.
Nick Fury The Cube:
shipyard base housing the
Secret Warriors Location: United States of
Slingshot S.H.I.E.L.D. Helicarriers.
America,
The Druid Identity: Secret
It was decommissioned by
Stonewall History: The Cube was origi-
Hellfire H.A.M.M.E.R. and later attacked
nally a S.H.I.E.L.D. black facility,
Quake by the Howling Commandos Pri-
one of nine classified bases. The
Phobos vate Military Company and Hy-
Cube was a prison for alien crim-
dra.
inals who committed crimes on
Earth. It was here that the “Mar-
Columbia: A.K.A. Secret vel Boy” was imprisoned after his
Base 14 brief assault on the US govern-
Location: United Kingdom, ment. He boasted that he would
England, London make it the capital of a new Kree
Identity: Secret empire, a threat he later made
History: Columbia is a sec- good on after the superhuman
ond-generation secret base, Civil War.
operated by Nick Fury. It is the
command post for all actions in During the Superhero Civil War,
the United Kingdom. the sadistic warden approached
S.H.I.E.L.D. to use Marvel Boy,
brainwashed by his experiments,
as an efficient asset against the
children of the Pride. Due to in- Drygulch:
terference of the Young Aveng- Location: United States of
ers, Marvel Boy did indeed take America, New Mexico
control of the facility. Identity: Secret
History: The Drygulch was a
Marvel Boy used his advanced S.H.I.E.L.D. maximum securi-
technology to begin rehabilitating ty detention facility where Triton
the alien inmates, but the Skrull was freed by Prince Maximus,
Virus that attacked all Stark Tech Lineage and the Unspoken.

35
 each carried independently by iest Heroes!.
a member of the staff. A sixth
false key was also guarded by
an agent, though no member of
the staff knew which one was it,
thus all six keys were needed to
ensure the self-destruct mecha-
nism would be triggered.

Having caught notice of the

Headmistress’ plan, Black Wid-
ow infiltrated the base to stop
The Garage:
her. She managed to retrieve all
Location: United States of
six keys after they had been sto-
America, New York State, Man-
len by six different pupils, but the
hattan, New York City
Friendship: Headmistress managed to steal
Identity: Secret
Location: located in Antarctica them back and begin the self-de-
History: The Garage is a clas-
Identity: Secret struct activation. sified S.H.I.E.L.D. base in New
History: Friendship was the York City that serves for vehicle
code name given to a facility lo- storage, including Phil Coulson’s
cated in Antarctica built by the personal S.H.I.E.L.D. Flying Car,
United States in conjunction Lola.
with the USSR in the 1960s. It
remained abandoned for a long
period of time until S.H.I.E.L.D.
decided to upgrade it to meet
their needs and use it as an out-
post. Gamma Base One:
Location: United States of
As a S.H.I.E.L.D. base, Friend- America,
ship serve the purpose to act New York State
as the organization’s ultimate Identity: Secret The Hollow:
fail-safe against being overrun. It History: Gamma Base One is a Location: Unknown
played a key role in maintaining high-security S.H.I.E.L.D. facility Identity: Secret
the integrity of the organization, designed specifically to contain History: A.R.M.O.R.’s central
storing data and controlling com- and detain Hulk-level threats command is known as the Hol-
munication pipelines and trans- and Gamma irradiated monsters. low and is a bunker miles under-
port worldwide. The facility was The S.H.I.E.L.D.’s Hulkbusters ground that is accessible only by
powered by a controlled nuclear Squad acts as security. teleportation. The Hollow later
reactor. served as the base for the Mid-
Residents night Sons.
Friendship was targeted by the Former Prisoners:
new Headmistress of the Dark The Leader (Sam Sterns)
Room and her pupils, who at- Hotspot: A.K.A. Secret Base
tacked the outpost in order to Trivia: 13
turn on its self-destruct mecha- In principle, Gamma Base One Location: France, Paris
nism. Said mechanism had to be is very similar to the Cube as Identity: Secret
activated by a set of five keys, seen in Avengers: Earth’s Might- History: Hotspot is a 1st-gen-
36
eration secret base, operated
by Nick Fury. It is the command
post for all activities in Europe.
Kratos:
Location: United States of
America, Montana
Identity: Secret
History: Kratos was a subterra-
nean S.H.I.E.L.D. base in Mon-
tana where the head of a rogue
S.H.I.E.L.D. faction, a haywire
Nick Fury Life-Model Decoy
knonw as The Leader, moved to
after Nick Fury Jr. had tracked
him down to the Ulu base in
Alaska.
The two Furys fought until Jr.
kicked the main support beam
and destroyed it thanks to his
battlesuit’s strength augmen-
tation, causing the base to col-
lapse.
Minuteman: A.K.A. Secret
Base 10
Location: China, Hong Kong
Asia
Identity: Secret
History: Minuteman is a
1st-generation secret base, op-
erated by Nick Fury. Its original
purpose is as an insertion point
for operations in both China and
Hong Kong (since at the time it
Mount Charteris:
Location: United States of
was constructed, Hong Kong
America, Colorado
was British territory).
Identity: Secret
Mojave Base:
Location: United States of
America, California, Mojave
Desert
Identity: Secret
History: A base in the Mojave
Desert where Dum-Dum Du-
gan and Derek Khanata were
stationed to investigate Jimmy
Woo’s unsuccessful raid of the
Temple of Atlas and his subse-
quent rescue by former mem-
bers of Department Zero.
37
History: Mount Charteris was
originally the mountain base
used by the villainous mutant
group Factor Three as it was
shielded from Professor X’s
mental probing. After a defeat
at the hands of the X-Men Ogre
was ordered back to the moun-
tain base. Factor Three kid-
napped a mutant teenager from
Pittsburgh named Sonny Baredo
who would later be known as
Humus Sapien. Ogre subjected
the boy to horrible tortures to ac-
tivate Sonny’s powers but soon
learned that every time Son-
ny used his powers it stole the
lifeforce from someone else on
earth. Ogre kept the boy prisoner
in stasis in the bowels of Mount
Charteris to keep him from be-
ing a threat to the world. Factor
Three disbanded and left their
base and Ogre found himself in
the mountain alone.
As the years went by new groups
occupied and abandoned the
mountain as their plans rose and
fell. The Sons of the Serpent and
Hydra followed by August Mas-
ters and other operatives of the
Secret Empire all laid claim to
the base. The Defenders brief-
ly fought August Masters at the
base a fact that later Defend-
ers member Angel would re-
call. Nighthawk tried to blow up
the base when Masters was in
charge but apparently this failed
or the damage was repaired.
Ogre as always hid in the bowels
of the mountain to avoid people
and protect Humus Sapien from
falling into the wrong hands.
Many years later the base would
once again be occupied, this
time by the Crimson Cowl (Jus-
tine Hammer) and her Masters of
Evil. Ogre helped an imprisoned
Moonstone free her restraints
which proved to be the Masters
undoing. Later Hawkeye and the
Thunderbolts moved into the
mountain base. Ogre took a lik-
ing to them and chose to shower
them with gifts like new a new
paint job for the champs craft,
5 atomics steeds and a new
costume for Charcoal but Ogre
would disappear before anyone
could catch sight of him. Even-
tually the Thunderbolts tracked
him down and Ogre told them a
mostly true story about his time
with Factor Three and his time in
the mountain with the exception
of torturing Humus Sapien. Ogre
was invited to join the Thunder-
bolts but was soon replaced by
former Thunderbolt Techno in
his robotic form who assumed
Ogre’s form to manipulate his old
teammates.
Techno was fascinated with the
mysteries of the mountain and
kept the real Ogre in stasis along
with Humus Sapien. Eventual-
ly Scourge would kill the Thun-
derbolt member Jolt and Techno
swapped her body with a fake
and put her corpse in stasis as
well and began working to resur-
rect her. Scourge would eventu-
ally kill this robotic Techno which
freed Ogre and Jolt but not Hu-
mus Sapien. S.H.I.E.L.D. soon
seized the mountain base and
began to operate out of it while
the Thunderbolts were dealing
with Moonstone’s problems on
Saturn’s moon Titan.
Sometime later the V Battalion
began gathering a group of op-
eratives named the Redeemers
to confront Henry Peter Gyrich
for his conspiracy against su-
per-humans. The Redeemers
and Thunderbolts defeated Gy-
rich, the Thunderbolts were par-
doned for their crimes and the
Redeemer then began operating
out of the mountain (alongside
S.H.I.E.L.D.) and were promised
pardons if they performed to the
governments expectations.
For a while the Redeemers took
the Thunderbolts place as the
local heroes and dealt with an
issue involving the Young Allies
and Dr. Doom. Redeemer mem-
ber Fixer (Techno now back in
his original human body) began
hunting for Ogre to uncover the
secrets of Humus Sapien and
accidentally unleashed him from
stasis. Humus Sapien went on
a rampage that badly damaged
the mountain and the nearby
town Burton Canyon. Humus
Sapien left earth with Ogre but
that same day Graviton attacked
the mountain further damaging.
Many of the Redeemers were
slaughtered but the Thunder-
bolts reunited and defeated him.
After the battle with Graviton
Burton Canyon was destroyed
and Mount Charteris was heavily
damaged. No one has used the
mountain since.
Residents:
Factor Three
Ogre
Humus Sapien
Sons of the Serpent
Hydra
Sons of the Serpent
Secret Empire (August Masters)
38
Masters of Evil (Crimson Cowl’s
team)
Thunderbolts
Redeemers
S.H.I.E.L.D.
Notes:
Mount Charteris came with a lot
of amenities for its occupants.
Some of which include a gym,
a hangar for aircraft, a movie
theater as well as holding cells
for prisoners. The mountain was
also stocked with food in the
freezers and was powered by its
own internal power plant.
The mountain also has tesseract
devices which allowed Ogre to
hide in another dimension.
Ogma:
Location: United States of
America
Identity: Secret
History: Ogma was a
S.H.I.E.L.D. base Nick Fury Jr.
infiltrated on his search for the
leader of a rogue S.H.I.E.L.D.
faction. He hacked the com-
pound’s database and uploaded
an intelligence stream into his
suit.
As the data was being download-
ed, Fury was detected and Black
Widow confronted him until the
downloads’ completion allowed
him to teleport away.
Pandora’s Box (Space
Station):
Location: Earth Orbit
Identity: Secret
History: Pandora’s Box is the
S.W.O.R.D.’s orbital research
station. Despite the fact that
most of their scientific research
of aliens were conducted on the
Peak, the most hazardous of
them were at the Pandora’s Box.
Their recent research focused
on the developing a method to
remove a Brood larva from its
host body without killing the host.
They succeeded, but soon after
the Brood Queen escaped, freed
her warriors and they seized the
station.
Beast and the X-Men went there
to rescue Abigail Brand, but
most of them were infected by
the Brood larva’s, and battled
with intangible Kitty Pryde, Lock-
heed and the mutant Brood.
Residents:
Brood (Place of Birth)
The Peak VII: Prison 42: A.K.A. Negative
Location: Earth Orbit Zone Prison Alpha, “Fantasy
Identity: Secret Island”, “Wonderland”, “Proj-
History: The Peak VII is the Or- ect 42”
bital space station headquar- Location: Negative Zone
ters for S.W.O.R.D. Little is know Identity: Secret
about it except that it’s in station
History: During the Super-He-
bar is known as the “Gravity ro Civil War, a group of heroes
Well”. led by Iron Man, Mister Fantastic
and Yellowjacket created a mas-
sive prison in the Negative Zone
The Playground: A.K.A. to house captured non-register-
Fury Secret Base 8 ing heroes as they waited for
Location: Syria their trials. It was designated
Identity: Secret Negative Zone Prison Alpha but
History: The Playground is a nicknamed “Fantasy Island” or
secret base of unknown gener- “Wonderland” by inmates. Tony
ation, operated by Nick Fury. Its Stark himself named it “Project
original purpose is classified. It 42”, as it had been the 42nd idea
is located on the borders of Syr- out of a hundred that he, Reed
ia, Iraq and Saudi Arabia, which Richards and Hank Pym had
suggests that there are valid rea- created following the Stamford
sons for its secrecy. Disaster. There were portals to
it planned for every single state
so prisoners could be transport-
ed there by the different teams
in the Fifty State Initiative- in-
cluding one at Ryker’s Island. It
was very clean, with sanitation,
but extremely heavily-guarded,
including password-changes in
every ten minutes.
39

The prison’s most notable for-
mer inmates were Iron Fist (pos-
ing as Daredevil at the time),
Cloak and Dagger, Speedball,
Prodigy and Prowler. It was also
the setting for the final battle of
the Super-Hero Civil War, as Iron
Man set a trap for Captain Amer-
ica but the Captain retaliated by
using his planted mole, Hulkling,
to release all the prisoners of 42
who came to his aid. Though in
the ensuing battle Cloak man-
aged to teleport all its superhu-
man detainees out, it remained
as a prison for villains such as
Lady Deathstrike and Taskmas-
ter. (Taskmaster was later re-
leased to become the trainer for
new Initiative recruits and Death-
strike seemingly escaped to as-
sist in the Purifiers’ crusade to
hunt the Messiah Baby.) It also
held many of the Sakaaran forc-
es after the events of World War
Hulk.
During and after the events of
the Skrull Invasion, the caretak-
ers of 42 abandoned the prison,
and left the inmates to take over
the facility and disconnect them-
selves from Earth. 42 and its
“residents” were later confronted
by Blastaar, who had made him-
self king of the Negative Zone
and planned to lead an army to
invade Earth via 42’s teleporta-
tion device. Eventually, one of
the prison’s inmates, Skeleton
Ki, betrayed his inmates and al-
lowed Blastaar and his forces to
take over Wonderland. Thanks
to the timely assistance of The
Guardians of the Galaxy along
with the unregistered super-he-
ro Jack Flag; Starlord was able
to escape and warned Reed
Richards, Gauntlet and Baron
Von Blitzschlag about Blastaar’s
armies. The gates to 42 were
shut down and the Negative
Zone was sealed off from Earth.
After Norman Osborn instat-
ed the Thunderbolts Initiative,
the Shadow Initiative was dis-
patched in successfully retaking
42 from Blastaar despite suffer-
ing heavy casualties.
Project P.E.G.A.S.U.S. Fa-
cility: A.K.A. Project: Poten-
tial Energy Group/Alternate
Sources/United States
Location: United States of
America, New York State, Ad-
irondack Mountains
Identity: Secret
History: Project Pegasus (Po-
tential Energy Group/Alternate
Sources/United States) is a sci-
entific base. Project: Pegasus
was originally intended to re-
search alternative (and unusu-
al) forms of energy, but has also
been used as a prison for su-
40
per-powered individuals. The fa-
cility is located in the Adirondack
Mountains in New York State.
Several heroes have served
terms working security at the
facility, including the Thing and
Quasar. At one time it also
served as a temporary home for
the Squadron Supreme when
they were exiled from their own
universe.
Staff:
Director Gruenwald
Evelyn Necker
Dr. Thomas Lightner (formerly)
Faith Barrows
Helen Carver - rescued by Qua-
sar after the Omnivore attack.
Dr. Clark
Dr. DeVere - Thermal expert
Dr. Anson Harkov - Director of
research
Dr. Pons Indenbaum
Dr. Andrew Kappelhoff
Sidney Keith
Davis Kent
Jessica Knowles
Talia Kruma D.Sc PhD - Former
member of the Whiz Kids and
Stark West, works as an engi-
neer, architect and designer.
LeAnn Margolis
Dr. Margaret Mayfair - Director of
Marketing
Mr. Meeker
Seamus McAnn
Jerome N’Tuba
Dr. Jeannine O’Connell - Psy-
chotherapist
Dr. Jason Rivera - assisted in sev-
eral superhuman data searches.
Dr. Henri Sorel (Radion the
Atomic Man/Ravager) - Scientist
Dr. Myron Wilburn - Administra-
tive Director
Bob (project technician)
Finch
Frank (project technician)
Howie (transport)
Mr. Jensen (transport)
Adrienne Brashear - daughter of
the Blue Marvel, works as an as-
sistant administrator
Security:
Blue Shield - head of security
Alocca
Jenkins (security)
Schirra (a Guardsman)
James Scully (security)
Notes:
The facility is remembered best
in comics for “The Project Peg-
asus Saga” printed in Marvel
Two-in-One #53-#58 (later col-
lected as a trade paperback of
the same title with art by John
Byrne and George Pérez). How-
ever, its recurring use as a pris-
on for super-villains of the Mar-
vel Universe has led to a number
of comics stories in the follow-
ing decades, significant among
them an emergence of the Ser-
pent Crown.
The Queen: A.K.A. Secret
Base 2
Location: Germany, Thuringia
Identity: Secret
History: The Queen is a 1st-gen-
eration secret base, built during
WW2 and given to SHIELD. Nick
Fury used it during the Cold War
as a safe house.
The Raft: A.K.A. Spider-Is-
land Two , Spider-Island,
Spider-Man’s Place; Formerly
The Raft
Location: United States of
America, New York, Bronx, New
York City
Identity: Secret
History: The Raft was a super
maximum security prison for su-
per-powered criminals located
near Ryker’s Island, NY. It was
ran and operated by S.H.I.E.L.D.
Zebediah Killgrave aka the Pur-
ple Man was locked away in the
Raft in a specialized cell. Some
time later, Jessica Drew traveled
to The Raft and met with Clay
Quartermain, who escorted her
through the prison to Killgrave’s
holding cell. She questioned him
about the many murders he was
never charged with, but he re-
fused to provide information and
she gave up. Later that night Kill-
grave escaped from his cell.
41
At some point, Electro, hired by a
Skrull disguised as Elektra, insti-
tuted a mass prison break. Fortu-
nately, Matt Murdock, Luke Cage
and Jessica Drew were there to
control the situation, along with
Spider-Man (who arrived there
hanging from a helicopter), Iron
Man and Captain America. Al-
though the efforts of the heroes
were extraordinary, at least for-
ty-six super-villains escaped.
Months later the Raft was ren-
ovated, being upgraded with
a bio-energy dampening field
surrounding the prison to sup-
press superpowers. Especially
powerful inmates have inhibi-
tors implanted on their spines.
The waters around the island in
a half-mile radius are infested
with jellyfish that possess a pow-
erful nerve-toxin. The courtyard
is protected by a force field and
thirty ray-guns coordinated by a
targeting computer. All guards
wear light armor with obscured
faces developed by Mach-V and
carry electroshock weapons
that only work when operated
by a specific guard. The United
States’ Thunderbolts program is
also run from this location, al-
lowing super-criminals to reduce
their sentences by joining the
state-sponsored crime-fighting
team. Safe House 23:
Location: Unknown
After a prison riot lead by the Identity: Secret
Spider-Slayer was put to rest, History: Home base for Cap’s
Spider-Man managed to black- SHRA resistance.
mail J. Jonah Jameson into giv-
ing him ownership of the Raft Residents:
for the purpose of making the Captain America, Falcon, Iron
former prison his own personal Fist (Daredevil), the Young
headquarters and renaming it Avengers, Cloak and Dagger,
“Spider-Island Two”. Ultimately, Cable
the Raft was destroyed when the
Goblin Nation attacked it, forcing Notes: S.H.I.E.L.D. Barbershop
Spider-Man to escape. The existence of this facility is Headquarters:
normally limited to “33rd-degree Location: United States of
SHIELD agents”, of which the America, New York State, Man-
Red Worm: director of SHIELD has seen fit hattan, New York City
Location: United States of to appoint only one - Nick Fury Identity: Secret
America, California himself. History: This covert S.H.I.E.L.D.
Identity: Secret This base may or may not be base of operations is located on
History: A former S.H.I.E.L.D. “Valhalla”, two secret bases a Midtown Manhattan side street
PSI-Agent quarantine and pro- owned by Nick Fury in an around in New York City. The barbershop
cessing facility. New York, which were reported front provided access to the
as “compromised” due to Civil main S.H.I.E.L.D. underground
Nick Fury’s Secret Warriors were War. complex, in which authorized
tasked with preventing Hydra S.H.I.E.L.D. agents and VIP’s,
from obtaining the assets in that such as Captain America and
facility, but as they arrived, they S.H.I.E.L.D. Academy: the Falcon, can be pneumati-
found out that Kraken and Gor- Location: United States of cally transported through “De-
gon were executing them. America, New Jersey, Newark scent Chairs”. After years of use,
Identity: Public which included several breaches
The Secret Warriors were forced History: S.H.I.E.L.D. Academy in security, the underground fa-
to escape when Gorgon heavily was the training school for fu- cility and the upstairs “barber-
injured Yo-Yo Rodriguez, cutting ture generations of S.H.I.E.L.D. shop” were closed; Agent Jasper
her arms despite her speed. agents located in Newark, New Sitwell oversaw its sub-surface
Jersey. detonation.

The Rocket: A.K.A. Secret
Base 12
Location: Russia, New Siberian ing the S.H.I.E.L.D. Academy.
Islands
Identity: Secret
History: The Rocket is a
3rd-generation secret base, op-
erated by Nick Fury. It is a global
launch point.
The Masters of Evil attacked sites However the barbershop front
across the globe one of them be- remained intact, and the entire
complex was later re-opened and
used as the main S.H.I.E.L.D.
Headquarters after the destruc-
tion of S.H.I.E.L.D. Central HQ.
Residents:
Former Residents:
S.H.I.E.L.D.
Agent 13 (Sharon Carter)
42
Countess Valentina Allegra de
Fontaine
Director Dum-Dum Dugan
Director Nick Fury
Jasper Sitwell
Laura Brown
Barbershop Employees
“Slim”, Sam, Joe, Harold, Un-
known “Doll” Manicurist
Artificial Intelligence Division. political compromise among the
signatories of the treaty in re-
Residents: sponse to fears that any nation
S.H.I.E.L.D. hosting the Directorate’s main
S.H.I.E.L.D.’s Artificial Intelli- headquarters would be subject
gence Division to attack by hostile organizations
Division Chief Monica Chang such as Hydra with domestic po-
Jocasta litical fallout sure to follow imme-
diately thereafter.

Notes: When Tony Stark himself be-

Windows were mechanically came Director of S.H.I.E.L.D.,
fogged over, before the “Descent he ordered construction of a
Chairs” were activated. The bar- red-and-gold Helicarrier in the
bershop also had the capability motif of his Iron Man Armor. This
to be disguised as a hardware Helicarrier was brought down by
store. the Red Hulk to be rebuilt as the
Hellcarrier, the headquarters of
The barbershop could also be the Intelligencia.
accessed via a pneumatic un-
derground and underwater tun- The main S.H.I.E.L.D. Helicarrier
nel from New Jersey. was disabled by an alien com-
S.H.I.E.L.D. Helicarrier: puter virus unleashed by a Skrull
The staff of the barbershop were Location: Mobile agent posing as Edwin Jarvis as
adequately trained to disarm and Identity: Secret part of the Secret Invasion. When
neutralize any hostile visitors or History: The Helicarrier, an the Skrull Invasion was over and
enemies to S.H.I.E.L.D. aircraft carrier specifically de- Norman Osborn the new direc-
signed to be itself capable of in- tor of S.H.I.E.L.D. (now called
This complex eventually had the dependent powered flight in ad- H.A.M.M.E.R), he soon ordered
capability to teleport individuals dition to the standard functions to dismantle it, to build his own
to the S.H.I.E.L.D. Helicarrier. of aircraft carriers, is the world H.A.M.M.E.R. Hellicarrier.
headquarters and signature cap-
ital ship of the extra-governmen- After the Siege of Asgard, Steve
tal intelligence/defense agency Rogers became the world’s
S.H.I.E.L.D.. new Top Cop, deposing Nor-
man Osborn and dismantling
Built by Stark Industries and de- H.A.M.M.E.R., but without rein-
signed by Tony Stark, Dr. Reed stalling S.H.I.E.L.D..
Richards, and former X-Man
Forge. In addition to housing After the attack of the Serpent
S.H.I.E.L.D. Black Site: wings of fighters and other air- and the return of H.A.M.M.E.R.,
Location: United States of craft, the Helicarrier bristles with Rogers decided to reactivate
America, Washington, D.C. advanced weaponry, including S.H.I.E.L.D. and build a new
Identity: Secret an intercontinental ballistic mis- Helicarrier called Iliad. Iliad re-
History: Located just out- sile. (See R&D: Vehicles)
mains a primary vessel for Daisy
side of Washington, D.C., the
Johnson, Maria Hill, and the cur-
S.H.I.E.L.D. Black Site is the base The first Helicarrier was pro-
rent team of Secret Avengers.
of operations for S.H.I.E.L.D.’s posed by Stark Industries as a

43
Known Helicarriers:
Assault Carrier Samuel Sawyer
Battlecarrier Bellerophon
Battlecarrier Pericles
Helicarrier Alpha
Helicarrier Argonaut
Helicarrier Argus (a Luxor-class
Helicarrier)
Helicarrier Behemoth (smaller
version used by S.H.I.E.L.D.’s
Godzilla Squad)
Helicarrier Black Hawk (de-
stroyed in action against the
Hydra-Hand alliance)
Helicarrier Circe (currently in
use)
Helicarrier Crescent
Helicarrier Douglass - served
as A.I.M. (American Intelligence
Mechanics)’s headquarters
Helicarrier Gold (destroyed by
Red Hulk)
Gungnir - Helicarrier who could
transform into a giant robot,
destroyed
Helicarrier Gyges (destroyed by
Pygmalion Project operatives)
Helicarrier Hermes (allegedly
scuttled after being hijacked by
Red Skull)
Helicarrier Iliad (currently in
use)
Helicarrier Luxor (not yet seen -
a class prototype)
National Intelligence Service’s
Helicarrier
Helicarrier Pericles - decommis-
sioned Helicarrier used as an
44
X-Force base
Helicarrier Pericles V(infiltrated
by the vampiric Order of Tyrana
and scuttled by Blade)
The Helicarrier was heavily
armed, with its primary defenses
against missiles. There were 2
forward, 2 aft, 2 aft port and star-
board, and 4 forward/downward
radar-guided 70mm electric
cannons with cyclic rates of 200
rounds per second . There were
3 midship port and starboard ra-
dar-guided 40mm electric can-
nons with cyclic rates of 1 ,000
rounds per second. There were
2 forward port and starboard
armored box missile launchers,
each with 8 variable pay-load-
ed radiation seeking and infra-
red seeking missiles. The cruise
missile maintenance and launch
deck contained 30 variable pay-
load programmed cruise mis-
siles and an anti-missile Particle
Projector system.
The aircraft complement on the
helicarrier was primarily 32 F18
A’s with full weapons loads for
the continuous Combat Aircraft
Patrol (which maintained an ev-
er-ready patrol for intruders).
There were two repair decks
which could perform major over-
hauls on 12 planes at once. The
helicarrier was provided with 6
combat helicopters, for patrol
and rescue missions. Its Elec-
tronic Warfare (EW) and Elec-
tronic Countermeasure (ECM)
range was 100 miles with E-2C
Hawkeye early warning planes.
The Helicarrier statistics are as
follows:
Type: Air
Cost: UN (100)
Control: EX (20)
Speed: IN (40)
Body: TY (6)
Protection: MN(75)
KNOWN POWERS:
Armor: The Helicarrier is ar-
mored to provide MN(75) protec-
tion against physical attacks and
AM(50) protection against Ener-
gy attacks.
Energy Shield: This is similar to
the type of field used by the In-
visible Woman. It provides pro-
tection against a variety of forc-
es, including brute force, energy Body: RM(30)
attacks, and extreme tempera- Control: AM(50)
ture conditions. AM(50). Speed: RM(30)
Damage: MN(75)
Weapons: The Helicarrier had The damage is for a non-nuclear
a variety of weapons systems. warhead.
Characteristics of major systems
are given below: *Intermediate Range Ballistic
Missile:
*Radar-guided 30-mm and 70- An IRBM would have these stats:
mm Electric Cannon: (2 forward,
2 aft, 2 aft port and starboard, Body: IN(40)
and 4 forward/downward) The Control: IN(40)
highly sophisticated radar-au- Speed: MN(75)
tomated firing systems on the Damage: UN(100)
cannon gave them AM(50) Agili-
ty. The 40mm cannon (3 midship The damage is for a non-nuclear
port and starboard) did IN(40) warhead.
damage, while the 70mm can-
non did AM(50) damage. Both * Anti-missile Particle Projector:
had ranges of 10 Areas. (Located on the cruise missile
maintenance and launch deck)
*Box Missile Launcher: (2 for- This weapon projected an ener-
ward port and starboard armored gy blast that did MN(75) damage
box missile launchers, each with at a 25-Area range.
8 variable pay-loaded radia-
tion seeking and infrared seek- * F-18 A’s: Military Jet, Includes
ing missiles. The cruise missile 4 missiles of various types, Ma-
maintenance and launch deck chine Gun)
contained 30 variable payload Qty:32
programmed cruise missiles) Type: Air
The Box Missile Launcher fired Cost: MN (75)
up to 8 air-to-air missiles at once. Control: EX (20)
Each missile was self-guiding Speed: ShX (150)
with the following statistics: Body: TY (6)
Body: EX(20) Protection: TY (6)
Control: RM(30)
Speed: IN(40) * Combat helicopters: Battle
Damage: IN(40) Copter
Qty:6
The damage given is for a stan- Type: Air
dard high explosive warhead. Cost: AM (50)
Control: EX (20)
* Cruise Missile: A Cruise Missile Speed: EX (20)
would have the following statis- Body: TY (6)
tics: Protection: GD (10)
45
Detection: The Behemoth has a
variety of state-of-the-art elec-
tronic detection devices includ-
ing sonar, radar, infrared, and
so forth that function at UN(100)
rank.
S.H.I.E.L.D. Space Sta-
tion: A.K.A. Project Armaged-
don’s Command Base; Senti-
nel Space Station; S.H.I.E.L.D.
Orbital Platform; S.H.I.E.L.D.
Satellite Platform
Location: Earth orbit
Identity: Secret
History: A space platform con-
structed in space at much ex-
pense by S.H.I.E.L.D., the space
station is more infamous as
an early attempt at a govern-
ment-funded mutant detention
and research facility.
Reportedly constructed at no lit-
tle cost, the space station was
first seen just prior to the Kree-
Skrull War, by which time it had
already been operating for some
time and had been visited by
dignitaries and scientists when it
was first seen. While Nick Fury
was overseeing the space sta-
tion’s operations, the Avengers
came aboard to use it as an or-
biting launchpad for a special-
ized space shuttle to take the
interstellar flight to the Skrulls’
home world in the Andromeda
Galaxy.
Unfortunately, perhaps due to
political pressure brought on by
H. Warren Craddock following
the Avengers’ use of the space
station, it was decommissioned
and reassigned. Political manip-
ulation by members of the Coun-
cil of the Chosen resulted in the
space platform falling under the
control of Stephan Lang’s Proj-
ect: Armageddon. Intended for
merely studying the presence
of mutants on Earth, the proj-
ect was corrupted by Lang, who
used the space station as the S.H.I.E.L.D. Medical Clin-
secret headquarters for a small ic: A.K.A. S.H.I.E.L.D. Medical
army of faulty Sentinels he’d Facility
constructed with the intention of Location: United States of
kidnapping and imprisoning mu- America,
tants, beginning with members New York State, Manhattan,
of the X-Men. With the aid of Pe- New York City, Chelsea
ter Corbeau and Starcore, the Identity: Secret
X-Men raided the space station, History: The S.H.I.E.L.D. Med-
destroying the Sentinels and ical Clinic is a state-of-the-art
rescuing their teammates. Ex- S.H.I.E.L.D. facility located be-
tensive damage caused the plat- neath Chelsea Market in the
form to be abandoned by project Chelsea neighborhood of Man-
personnel, although Lang was hattan.
apparently killed and his misuse
of government funds left unre-
vealed.
The space station was lat-
er reclaimed and rebuilt by
S.H.I.E.L.D. It was from the sta-
tion that a solar flare, pulled from
the sun by Graviton in an effort
to destroy the city of Attilan in
the Himalayas, was tracked by
the S.H.I.E.L.D. agents on board.
They also witnessed Black Bolt S.H.I.E.L.D. Pizza Parlor:
as he used his particle/energy Location: United States of
channeling to create a count- America,
er-wave of energy that snuffed New York State, New York City,
out the flare. Manhattan
Identity: Secret
History: One of the many se-
cret bases of operations for
46
the spy organization known as
S.H.I.E.L.D. that are scattered
about New York City. Disguised
as an average pizza parlor, the
counter stools are a disguised
elevator that lower S.H.I.E.L.D.
agents into the real headquar-
ters below. It’s purpose is to
provide agents with a rendez-
vous point to be airlifted to the
S.H.I.E.L.D. Helicarrier. It con-
tains a control room, living quar-
ters, rest rooms, and offices. In
addition there is an underground
tram which takes agents to a un-
derground helipad. When Nick
Fury sought the aid of the Thing
in stopping Fixer and Mentallo,
he brought the Thing to this piz-
za parlor in order to travel to the
helicarrier. Stark Tower (Columbus
Circle, Original): A.K.A.
Avengers Tower
Location: United States of
America, New York State, New
York City, Manhattan
Identity: Public
History: The Stark Tower was
The Sickle: designed by Tony Stark with the
Location: Unknown intention to serve as a gleaming
Identity: Secret beacon of modern architecture.
History: The Sickle was a for- The building was constructed by
mer HYDRA base, decommis- Stark Industries and its subsid-
sioned and transformed into iaries in the intersection of 58th
a S.H.I.E.L.D. Classified Base and Broadway, in the vicinity of
used for cadet war games. Columbus Circle, and approx-
imately 10 blocks north of the
Fantastic Four’s Baxter Build-
ing. The Stark Tower is part of
the Stark Tower Complex, built
as a world-class financial and
business facility to complement
Midtown Manhattan’s business
district. The Stark Tower was
completed after four years of
excavation and construction.
Though the tower itself cost $600
million to build, the land on which

47
it stands was suspiciously cheap Director, However, that resulted possess different super-humans,
considering its prime location. in the Tower officially becom- turning them into the Worthy. A
ing property of S.H.I.E.L.D.. So hammer that landed in Manhat-
Shortly after the building’s in- when Norman Osborn replaced tan took over The Thing, turning
auguration, and following the Tony Stark, he gained access to him into Angrir. During his ram-
formation of the New Aveng- the Tower, for which it became page through Manhattan, An-
ers, Stark donated the top three the base of operations of his own grir tossed his hammer through
floors to serve as the team’s base Avengers. Avengers Tower, knocking it
of operations, which he originally down, and subsequently blasted
intended to use as his personal During Osborn’s siege of Asgard, its remains. Luckily, emergency
home. The Stark Tower’s status the Sentry was killed by Thor af- protocols encased all members
as the New Avengers’ head- ter being taken over by his evil of the staff in personal Starktech
quarters resulted in the building alter-ego, the Void. As a conse- force-fields, ensuring no casual-
being colloquially known as the quence of this, the Watchtower ties.
“Avengers Tower.” Unfortunately, faded out of existence. Follow-
this new purpose also inhibited ing Osborn’s impeachment and Tony Stark was initially reluctant
conventional occupancy; though the reinstatement of the real to rebuild the tower, but Captain
certain specialty enterprises Avengers, the government gave America convinced him to do it,
found the building’s unique in- ownership of the Stark Tower so the tower could become a
frastructure to be invaluable. As back to Tony Stark. Additionally, statement of the Avengers’ resil-
a consequence of the destruc- Thor and the Asgardians gifted iency. Due to Stark’s monetary
tion of his house, New Avengers Heimdall’s observatory to the difficulties, Captain America sug-
member Spider-Man moved to Avengers as a sign of solidarity gested they used the Asgardian
the Tower together with his wife between Earth and Asgard. The treasure room riches Thor once
Mary Jane Watson and his aunt observatory was placed atop the had offered them. The new Stark
May. building. Tower was built and inaugurated
quite rapidly.
The return of the Sentry to prom- When the Asgardian god of fear,
inence after years of having sub- the Serpent, returned, he had a The 93-story Stark Tower is the
consciously erased the world’s set of seven magical hammers main of three buildings that com-
memories of him resulted in the
rematerialization of his Watch-
tower atop the Stark Tower, fully
integrated into the building’s ar-
chitecture.

After the superhuman civil war,

the Stark Tower became the
base of operations of the new-
ly-formed government sanc-
tioned Mighty Avengers. When
the Hulk returned to Earth after
being exiled by the Illuminati,
the Stark Tower was severely
damaged during a fight between
Iron Man and the Hulk. The tow-
er was repaired by Stark using
his resources as S.H.I.E.L.D.’s
48
pose the Stark Tower Complex. houses his major robotics/elec- is connected to a New York sub-
The south building is 35 sto- tronics fabrication laboratory, way station which is also acces-
ries high, and the north building where Stark’s inventions, namely sible from the street.
55. Transport between floors is the Iron Man Armor, are continu-
provided by intelligent “forward ally upgraded. Connected to the Residents: Formerly Tony Stark,
thinking” tandem elevators. The roof through a diagonal tunnel Norman Osborn, Peter Parker,
STC features accommodations for rapid deployment is the air- Mary Jane Watson, May Parker,
for 100,000 people. There are craft support hangar, where vari- Edwin Jarvis (Skrull impostor),
cafeterias, vendors and a diner ous helicopters and Quinjets are Jessica Jones, among others.
in the base. Commercial store parked. The 48th floor houses
fronts were remade into office Stark Neuro Mote Technologies, Notes: The Stark Tower mea-
spaces. The building’s lobby also containing facilities for biohazard sured 1,138 ft. (1,707 ft. includ-
doubles as the Avengers Muse- surgery, pathology research and ing the Sentry’s Watchtower. The
um. bookkeeping. Watchtower also added 20 floors
(reaching a total of 113 floors).
Originally designed to serve The lower levels of the tower
as Tony Stark’s penthouse, the and the entirety of both lateral
main tower’s top three floors buildings are mostly occupied Stinger: A.K.A. Secret Base
became of exclusive use of the by Stark Industries subsidiaries 1
New Avengers and subsequent and related non-profit organi- Location: Madripoor
teams. A sprawling conference zations. Some of these organi- Identity: Secret
center outfitted with transpon- zations include the Maria Stark History: Stinger is a sec-
der “windows” which allow a full, Foundation, Stark Substance ond-generation secret base, part
panoramic view of Manhattan Abuse Counseling Clinic (south of a network whose locations are
called the War Room encom- bulding), Stark Insurance, Neu- known only to Nick Fury. Its ex-
passes most of the 93rd floor ro Next and Stark Bio Mite, Inc. pressed purpose was as a safe
and portions of the 92nd. In the (north building). house.
93rd floor is installed an auto-
mated operating system with the Multiple sub-basements found
ability to generate holographic below the STC house parking S.T.R.I.K.E. Undersea Air
images, receive transmission and secure parking facilities (for
Base:
bands from over 50 television 800 vehicles), computer support,
Location: Unknown
stations simultaneously, display and energy conservation me-
Identity: Secret
schematics, house the Aveng- chanicals. The latter provides the
History: S.T.R.I.K.E.’s original
ers’ entire library of crime/foren- Stark Tower Complex with the
headquarters, as seen in the
sics files, and provide live video ability to make use of full-spec-
organization’s first appearanc-
links to organizations and agen- trum energy conservation which
es, was an undersea air base
cies, including S.H.I.E.L.D. and recycles all energies normal-
which contained several of
Camp Hammond. ly expended. In the sub-base-
S.T.R.I.K.E.’s planes that were
ments can also be found the
considered superior to their
Floors 91 and 92 contain spa- regional offices for various fed-
American counterparts at the
cious living quarters for Aveng- eral government agencies and
time.
ers members and their families, programs such as the CSA and
as well as a state-of-the-art the 50-State Initiative, these two
S.T.R.I.K.E.’s Psi division had
kitchen facility and a community oversee the paperwork asso-
their own headquarters.
recreation room. Tony Stark’s pri- ciated with local superhuman
vate office suite is located on the registration operations. Through
Another headquarters was in a
92nd floor, while the 90th story these sub-basements, the STC
closed university, located in Lon-
49
don, England; this headquarters
was later used by D.U.C.K.

Sunburn:
Location: United States of
America
Identity: Secret The Vault: A.K.A. Maximum
History: Sunburn was one of Security Installation for the
S.H.I.E.L.D.’s shadow facilities. Incarceration of Superhuman
Its purpose is unknown, and it
Ulu: A.K.A. S.H.I.E.L.D. Base Criminals, Colorado Rocky
has fallen off the grid. Mountain Base
#4590
Location: United States of Location: United States of
America, Alaska America, North America, Colo-
The Swamp: Identity: Secret rado, The Rocky Mountanis
Location: Unknown Identity: Secret
History: Ulu was an abandoned
Identity: Secret History: Located in Colorado
S.H.I.E.L.D. base where Nick
History: The Swamp was a Rocky Mountains, the Vault is
Fury Jr. was directed to by El-
S.H.I.E.L.D. Classified Base an immense maximum security
ton Blake when he was track-
where Daisy Johnson was de- facility designed to hold for su-
ing down the leader of a rogue
briefed following her first mission perhuman criminals and a spe-
S.H.I.E.L.D. faction.
with the Avengers led by Captain cialized wing for extraterrestrial
America. prisoners.
Fury traveled to the base in Alas-
ka, and found the Leader inside
The superhuman hating Truman
it. The leader surprised Fury and
The Torch: evaded him even at gun point. Marsh became the ruthless war-
Location: United States of The villain escaped the base, den of the Vault. However the
America, Hawaii and Fury shot him in the head Vault direct line from the White
Identity: Secret House to the Vault would al-
from several meters of distance.
History: The Torch was a When Fury exited from the com- low the President of the United
S.H.I.E.L.D. Black Ops facili- pound and approached the lead- States to detonate the facility if
ty prior to the Secret Invasion. er’s body, it had mysteriously there was ever a breakout. Marsh
It was eventually taken over by vanished. however, tapped into that line,
H.A.M.M.E.R. to be used for the allowing him the ability to deto-
same purpose. nate the Vault on his own terms.
Marsh was also running illegal
Utopia:
Security for The Torch was pro- experiments on the inmates. An
Location: United States of
vided by a group called Rogue accident with low-level psychic
America, Alaska
Security, formerly known as the Mentallo increased his powers
Identity: Secret
Elite Agents. which allowed him to contact
History: Utopia is a S.H.I.E.L.D.
Venom in the next cell over, and
holding facility. It was compro-
they worked out an escape plan.
mised following S.H.I.E.L.D.’s
Mentallo pretended to still be in
disbandment.
pain from the experiment, but
when one of the Guardsmen
came to investigate, he forced
him to open Venom’s cell before
knocking him out with a psychic
50
attack. It was during the commo-
tion that Electro was freed and
he began freeing other inmates.
Some of the inmates make it
out of the Vault but were they
rounded up by the Avengers and
Freedom Force. Venom began
threatening Marsh to release
him or he would begin killing the
guards. Marsh started the timer
on the bomb, but when he real-
ized this this was premature he
tried to deactivate it but couldn’t.
He decided to destroy the wiring
so it could not be stopped and
then tried to leave via a secret
elevator, but was attacked by
Venom. Marsh detonated the el-
evator and caused adamantium
plates to seal the shaft. Howev-
er, Marsh escaped away to rig
up the nuclear reactor to ex-
plode. Venom followed him and
killed him, but the reactor was in
meltdown. It was stopped by Iron
Man and Radioactive Man.

After a endless series of riots

and escapes over the years,
the Vault was finally closed. The
Commission on Superhuman
Activities adopted a new strat-
egy of housing super-powered
offenders in a series of special-
ly prepared prisons around the
country instead of one central
location.

West Coast Command:

Location: United States of
America, California
Identity: Secret
History: After he was shot,
Phil Dexter was brought to the
S.H.I.E.L.D. West Coast Com-
mand.
S.H.I.E.L.D.: R&D: This
section of the Campaign book
covers S.H.I.E.L.D.’s Research
and Development of various
technologies, breaking them
down into categories and provid-
ing stats to use with the Marvel
Superheroes RPG.
51
ARMOR: This section details
the vast array of defensive tech-
nology employed by S.H.I.E.L.D.
agents in the field.
.S.H.I.E.L.D. UNIFORMS:
S.H.I.E.L.D. operatives wore

distinctive uniforms designating
rank. These uniforms were re-
quired dress at all S.H.I.E.L.D.
headquarters for all operatives
(except for Level-1 Directors
and specially authorized Tech-
nician class specialists) and
at of S.H.I.E.L.D. I’s organiza-
tional structure consisted of an
Executive Board of Directors
under which there was the Lev-
el One Public Director (Nick
Fury), whose job was to carry
out official directives, oversee
the international operations of
S.H.I.E.L.D., and to represent
the S.H.I.E.L.D. administration
to world governments, national
allies, and the general public.
Fury’s authority overrode that
of any Regional Director and he
was answerable only to the Ex-
ecutive Board. Under the Public
Director were a number of Spe-
cial Directors (Level Two), who
served the Public Director much
like the Cabinet serves the Pres-
ident of the United States. Their
authority was also internation-
al in scope and they could also
override the policies of any Re-
gional Director. Agents involved
in covert field operations were
expected to dress in plainclothes.
Agents involved in paramilitary
operations frequently wore spe-
cial commando parapherna-
lia over their regular uniforms.
(S.H.I.E.L.D. II agents still wear
standard S.H.I.E.L.D. uni-
forms when engaged in official
S.H.I.E.L.D. business.)
All uniforms were made of 9-ply
Kevlar, a material able to with-
stand the ballistic impact of up to
.45 cal. slugs, and fire-resistant
Beta Cloth. The uniforms give
GD(10) protection versus Phys-
ical attacks and PR(4) protection
against Energy attacks.
ALPHA TEAM ARMOR: De-
signed by Tony Stark especial-
ly for the four man special-ops
Alpha Team during his tenure
as SHIELD Director, the Al-
pha Team armor is based on a
scaled-back version of the Iron
52
Man armor. It provides full flight
capability thanks to boosters in
the boots and hands, as well
as significant protection against
damage. Gomez of Alpha Team
was able to survive a nuclear
detonation at close range thanks
to the protection his suit offered,
though he was badly burned and
remained unconscious for some
time. The suits also provided
sensor equipment, active cam-
ouflage sophisticated enough to
render them completely invisible
to the human eye, and later, re-
pulsor weapons mounted in the
palms - earlier versions relied
on a repulsor-based rifle carried
by hand. No strength enhance-
ment was ever demonstrated,
but Alpha Team members were
able to hold their own in combat
against several unarmored hu-
mans, and the suits are capable
of moving under autonomous
control, even should the pilot
die inside (as shown when the
Overkill Horn stopped the hearts
of two pilots and then used their
armor against another group of
SHIELD agents).
Notes:
In order to hunt down the “fin-
gernail nukes” placed through-
out Rumekistan, Stark built and
calibrated magnetometers which
he then installed in each armor’s
forearm to direct them towards
nearby nuclear material.
Trivia:
The STARs (Stark Tactical As-
sault Repulsor) which the Al-
pha Team were first seen using
during their raid on the Sydney
Opera House bore an extreme
resemblance to the French
FAMAS assault rifle. tech palm pilot that can freeze additional armor and other up-
the suits. grades.
KNOWN POWERS:
Alpha Team Armor A power claw can be used for
Flight: RM (30) MANDROID ARMORS: There gripping and attacking.
Protection vs. Physical: IN (40) were five Mandroids built directly
Protection vs. Energy: IN (40) under Tony Stark’s supervision. The other arm’s blaster can emit
Sensor suite: RM (30) When Stark International was various energies such as a laser
Active camouflage (Invisibility): taken over by Stane Internation- torch, neuro-stunner, magnetic
RM (30) al, Mandroid models were put “punch-blasters”, a tractor beam,
Repulsor Rifle/ Repulsors: IN into mass production. After the or electrostatic charge.
(40) Armor Wars subsequent Man-
AutoPilot: RM (30) droid models had to be stream- The Mandroid X is able to cloak
lined and removed Stark tech- itself for brief periods.
nology.
MODELS:
A Super-Mandroid variant was
developed. Under orders from
Glenn Talbot, this model became
the “Hulkbuster” and was used in
battle with Bruce Banner.
CAPE-KILLER ARMOR: Not
much has been revealed about
A number of Mandroid models
the Stark Enterprise’s Cape-Kill-
have fallen into enemy hands.
er armor.
Justin Hammer used a num-
KNOWN POWERS: ber of them to protect his Villa.
Cape-Killer armor: Moses Magnum and Ares’ War-
Protection vs. Physical RM (30) hawks made significant use of
Protection vs. Energy attacks: them.
EX (20)
Filter style gas mask: RM (30) The Mandroid X is the most
Internal comm systems: RM (30) recent known model in active
Hover discs (Flight): RM (30) service. The CSA and Damage
Tranquilizer darts: RM (30) Control maintain variants that
Genetic paralyzer laser weap- have yet to be classified. Sever-
al models are maintained by the
ons: RM (30) MANDROID MARK I
NYPD. At least one has been
EXO-SKELETON
Weaknesses: modified with Spider-Slayer tech-
The armor suits have been nology. Oyama Heavy Industries KNOWN POWERS:
shown to be susceptible to pow- was also commissioned to make Body Armor: Mandroid armor of-
er surges. Also, an EMP trans- a sleeker model that emerges fers RM(30) protection from both
mitted straight into their comm from a special collar. energy and physical attacks.
systems will shut down the armor Weapons: The Mandroid battle
and fry the electrical systems. All known Mandroids have flight
suit contains the following weap-
Former Stark Enterprise em- capability. In addition to their ar- on systems:
ployee and a designer of the mor plating and life support, they • A Neuro-Stunner with a 1 area
Cape-Killer armor, Kenny, has can generate a powerful force- range: RM(30),
an override code on his high- field. Hulkbuster variations have • Tracker/Repeller Fields which
53
allow the operator to move ob-
jects at a range of 3 areas with
EX(20) Strength, May also be
used as an IN(40) Intensity per-
sonal force field, but no weapons
can be fired while the force field
is on.
• A GD(10) Laser Torch with a
line of sight range.
• Punch-Blasters which do
EX(20)Force damage and have
a 1 area range.
• Electrostatic beams (High volt-
age electrical dischargers) which
do RM(30)Energy damage and
have a 1 area range.
Sensors: The avionics array of
the battle suit provides EX(20)
Protected Senses, Infravision
out to 3 areas, EX(20) Radar/So-
nar, and a full communications
system (including loudspeakers).
Life Support: The wearer can
survive on filtered air for two
months. In addition, the suit pro-
vides IN(40) Resistance to Heat
and Radiation.
• Flight at EX(20) speed,
Remote Control: The battle suit
can be programmed to perform
specific actions if its wearer is
knocked out or incapacitated.
Running: Anyone in a Mandroid
suit can run at TY(6) Speed (3
areas per round) for a maximum
of 14 minutes,
Wearer: The Mandroid battle
armor has been worn by many
different people. The suit is as-
sumed to provide a +1CS to
Agility, a +3CS to Strength (Max-
imum of IN(40) and a + 2CS to
Endurance.
Weaknesses: DC electric motors
allow for severe overloading.
EX(20)Force damage and have
a 1 area range.
• Electrostatic beams (High volt-
age electrical dischargers) which
do RM(30)Energy damage and
have a 1 area range.
• Prehensile electrocuting whip.
(High voltage electrical dis-
chargers) which do IN(40) En-
ergy damage and have a 1 area
range.
• Wrist blades. IN(40) Material
strength.
Sensors: The avionics array of
the battle suit provides EX(20)
Protected Senses, Infravision
out to 3 areas, EX(20) Radar/So-
nar, and a full communications
system (including loudspeakers).
Life Support: The wearer can
survive on filtered air for two
months. In addition, the suit pro-
vides IN(40) Resistance to Heat
MANDROID MARK I and Radiation.
EXO-SKELETON WITH SU- • Flight at EX(20) speed,
PER-ENHANCEMENTS: A.K.A. Remote Control: The battle suit
SUPER-MANDROID can be programmed to perform
specific actions if its wearer is
KNOWN POWERS: knocked out or incapacitated.
Body Armor: Mandroid armor of- Running: Anyone in a Mandroid
fers IN(40) protection from bothsuit can run at TY(6) Speed (3
energy and physical attacks, areas per round) for a maximum
Weapons: The Mandroid battle of 14 minutes.
Wearer: The Mandroid battle
suit contains the following weap-
on systems: armor has been worn by many
• A Neuro-Stunner with a 1 area different people. The suit is as-
range: RM(30). sumed to provide a +1CS to
• Tracker/Repeller Fields which Agility, a +3CS to Strength (Max-
allow the operator to move ob- imum of IN(40) and a + 2CS to
jects at a range of 3 areas withEndurance.
RM(30) Strength, May also be
used as an IN(40) Intensity per- Weaknesses: DC electric motors
sonal force field, but no weapons allow for severe overloading.
can be fired while the force field
is on.
• An EX(20) Laser Torch with a
line of sight range.
• Punch-Blasters which do
54
 Sensors: The avionics array of
the battle suit provides RM(30)
Protected Senses, Infravision out
to 3 areas, RM(30) Radar/Sonar,
and a full communications sys-
tem (including loudspeakers).
Life Support: The wearer can
survive on filtered air for two
months. In addition, the suit pro-
vides AM(50) Resistance to Heat
and Radiation.
• Flight at RM(30) speed, Re-
mote Control: The battle suit can
be programmed to perform
specific actions if its wearer is
knocked out or incapacitated.
Running: Anyone in a Mandroid
suit can run at TY(6) Speed (3
areas per round) for a maximum
of 14 minutes.
Wearer: The Mandroid battle
armor has been worn by many
different people. The suit is as-
sumed to provide a +1CS to
MANDROID MARK II
Fighting, a +1CS to Agility, a
EXO-SKELETON
+3CS to Strength (Maximum of
IN(40) and a + 2CS to Endur-
KNOWN POWERS:
ance.
Body Armor: Mandroid armor of-
fers IN(40) protection from both
energy and physical attacks,
Weapons: The Mandroid battle
suit contains the following weap-
on systems:
• An IN(40) Neuro-Stunner with
a 1 area range.
• Tracker/Repeller Fields which
allow the operator to move ob-
jects at a range of 3 areas with
RM(30) Strength, May also be
used as an AM(50) Intensity per-
sonal force field, but no weapons
can be fired while the force field
is on.
• An EX(20) Laser Torch with a
MANDROID MARK III
line of sight range.
EXO-SKELETON
• Punch-Blasters which do
RM(30)Force damage and have
KNOWN POWERS:
a 1 area range.
55
Body Armor: Mandroid armor of-
fers IN(40) protection from both
energy and physical attacks.
Weapons: The Mandroid battle
suit contains the following weap-
on systems:
• An IN(40) Energy cannon with
a 1 area range.
• A semi-automatic machine-gun
•Tracker/Repeller Fields which
allow the operator to move ob-
jects at a range of 3 areas with
RM(30) Strength, May also be
used as an AM(50) Intensity per-
sonal force field, but no weapons
can be fired while the force field
is on.
• An EX(20) Laser Torch with a
line of sight range.
Sensors: The avionics array of
the battle suit provides RM(30)
Protected Senses, Infravision out
to 3 areas, RM(30) Radar/Sonar,
and a full communications sys-
tem (including loudspeakers).
Life Support: The wearer can
survive on filtered air for two
months. In addition, the suit pro-
vides AM(50) Resistance to Heat
and Radiation.
• Flight at RM(30) speed.
Remote Control: The battle suit
can be programmed to perform
specific actions if its wearer is
knocked out or incapacitated.
Running: Anyone in a Mandroid
suit can run at TY(6) Speed (3
areas per round) for a maximum
of 14 minutes.
Wearer: The Mandroid battle
armor has been worn by many
different people. The suit is as-
sumed to provide a +1CS to
Fighting,
a +1CS to Agility, a +3CS to
Strength (Maximum of IN(40)
and a + 2CS to Endurance.

MANDROID MARK IV
EXO-SKELETON
KNOWN POWERS:
Body Armor: Mandroid armor of- IN(40) and a + 2CS to Endur-
fers IN(40) protection from both ance.
energy and physical attacks.
Weapons: The Mandroid battle
suit contains the following weap-
on systems:
• An IN(40) high neuronic fre-
quency stun cannon.
• A Flame Thrower (RM(30)) with
a 1 area range.
• A semi-automatic machine-gun
w/ high penetration rounds.
•Tracker/Repeller Fields which
allow the operator to move ob-
jects at a range of 3 areas with
RM(30) Strength, May also be
used as an AM(50) Intensity per-
sonal force field, but no weapons
can be fired while the force field
is on,
• An EX(20) Laser Torch with a
line of sight range.
Sensors: The avionics array of
the battle suit provides RM(30)
Protected Senses, Infravision out
to 3 areas, RM(30) Radar/Sonar,
and a full communications sys-
tem (including loudspeakers).
Life Support: The wearer can
survive on filtered air for two
months. In addition, the suit pro-
vides AM(50) Resistance to Heat
and Radiation,
• Flight at RM(30) speed.
Remote Control: The battle suit
can be programmed to perform
specific actions if its wearer is
knocked out or incapacitated.
Running: Anyone in a Mandroid
suit can run at TY(6) Speed (3
areas per round) for a maximum
of 14 minutes.
Wearer: The Mandroid battle
armor has been worn by many
different people. The suit is as-
sumed to provide a +1CS to
Fighting, a +1CS to Agility, a
+3CS to Strength (Maximum of
MANDROID MARK V
56
EXO-SKELETON
KNOWN POWERS:
Body Armor: Mandroid armor of-
fers IN(40) protection from both
energy and physical attacks.
Weapons: The Mandroid battle
suit
contains the following weapon
systems:
• An IN(40) high neutronic fre-
quency stun cannon.
• A semi-automatic machine-gun
w/ high penetration rounds.
•Tracker/Repeller Fields which
allow the operator to move ob-
jects at a range of 3 areas with
RM(30) Strength, May also be
used as an AM(50) Intensity per-
sonal force field, but no weapons
can be fired while the force field
is on.
• An EX(20) Laser Torch with a
line of sight range.
Sensors: The avionics array of
the battle suit provides RM(30)
Protected Senses, Infravision out
to 3 areas, RM(30) Radar/Sonar,
and a full communications sys-
tem (including loudspeakers).
Life Support: The wearer can
survive on filtered air for two
months. In addition, the suit pro-
vides AM(50) Resistance to Heat
and Radiation.
• Flight at RM(30) speed.
Remote Control: The battle suit
can be programmed to perform
specific actions if its wearer is
knocked out or incapacitated.
Running: Anyone in a Mandroid
suit can run at TY(6) Speed (3
areas per round) for a maximum
of 14 minutes.
Wearer: The Mandroid battle
armor has been worn by many
different people. The suit is as-
sumed to provide a +1CS to
Fighting, a +1CS to Agility, a
+3CS to Strength (Maximum of
IN(40) and a + 2CS to Endur-
ance.
MANDROID MARK VI
EXO-SKELETON
KNOWN POWERS:
Body Armor: Mandroid armor of-
fers IN(40) protection from both
energy and physical attacks.
Weapons: The Mandroid battle
suit contains the following weap-
on systems:
• An IN(40) Laser cannon
• A semi-automatic machine-gun
w/ high penetration rounds.
•Tracker/Repeller Fields which
allow the operator to move ob-
jects at a range of 3 areas with
RM(30) Strength, May also be
used as an AM(50) Intensity per-
sonal force field, but no weapons
can be fired while the force field
is on.
• An EX(20) Laser Torch with a
line of sight range,
Sensors: The avionics array of
the battle suit provides RM(30)
Protected Senses, Infravision out
to 3 areas, RM(30) Radar/Sonar,
and a full communications sys-
tem (including loudspeakers). • A semi-automatic machine-gun
Life Support: The wearer can w/ high penetration rounds.
survive on filtered air for two •Tracker/Repeller Fields which
months. In addition, the suit pro-allow the operator to move ob-
vides AM(50) Resistance to Heat jects at a range of 3 areas with
and Radiation. RM(30) Strength, May also be
• Flight at RM(30) speed. used as an AM(50) Intensity per-
Remote Control: The battle suit sonal force field, but no weapons
can be programmed to perform can be fired while the force field
specific actions if its wearer is is on.
knocked out or incapacitated. • An EX(20) Laser Torch with a
Running: Anyone in a Mandroid line of sight range.
suit can run at TY(6) Speed (3 • Punch-Blasters which do
areas per round) for a maximum RM(30)Force damage and have
of 14 minutes. a 1 area range.
Wearer: The Mandroid battle Sensors: The avionics array of
armor has been worn by many the battle suit provides RM(30)
different people. The suit is as- Protected
sumed to provide a +1CS to Senses, Infravision out to 3 ar-
Fighting, a +2CS to Agility, a eas, RM(30) Radar/Sonar, and a
+3CS to Strength (Maximum of full communications system (in-
IN(40) and a + 2CS to Endur- cluding loudspeakers).
ance. Life Support: The wearer can
survive on filtered air for two
months. In addition, the suit pro-
vides AM(50) Resistance to Heat
and Radiation.
• Flight at RM(30) speed,
Remote Control: The battle suit
can be programmed to perform
specific actions if its wearer is
knocked out or incapacitated.
Running: Anyone in a Mandroid
suit can run at TY(6) Speed (3
areas per round) for a maximum
of 14 minutes.
MANDROID MARK VII Wearer: The Mandroid battle
EXO-SKELETON armor has been worn by many
different people. The suit is as-
KNOWN POWERS: sumed to provide a +1CS to
Body Armor: Mandroid armor of- Fighting, a +2CS to Agility, a
fers IN(40) protection from both +3CS to Strength (Maximum of
energy and physical attacks. IN(40) and a + 2CS to Endur-
Weapons: The Mandroid battle ance.
suit contains the following weap-
on systems:
• An IN(40) high neuronic fre-
quency stun cannon
57

UNI-LENS BATTLE ARMOR:
The Uni-Lens Battle Armor was
created by S.H.I.E.L.D. specifi-
cally to respond to the threat of
the Jack of Hearts’ condition,
allowing the pilots of the armor
to fire a charged particle beam
through their eye lenses.
The Neutro-Mist was employed
by the S.H.I.E.L.D. to control
the Jack of Hearts’ powers, but
it was effective only in massive
doses and if administered before
the power had started its build
up in his body again.
KNOWN POWERS:
Uni-Lens Battle Armor:
Protection vs. Physical RM (30) Range: (7 Areas)
Protection vs. Energy attacks: IN
(30)
Internal comm systems: RM (30)
Jet boots (Flight): RM (30)
Neutro-Mist Spray: This is a po-
tent aerosol sedative that ren-
ders its target docile at RM (30).
Charged Particle Beam: (Fired
from the optic lens) at IN (40)
Weaknesses:
The pilots’ faces are left exposed.
SURVEILLANCE: Within this hat allowed Nick Fury to keep
section we have the technology an eye out behind himself while
designed towards covert intelli- walking the streets of Manhat-
gence gathering. tan. Since its first generation,
the periscope hat has been re-
designed with modern technol-
ogy utilizing microcameras and
transmitter to a heads up sun or
eyeglass display.
Material Strength: EX (20)
Power Rank: EX (20)
Range: 3 Areas
AIRBORNE NANO-CAMERA:
Each Stark Tech A.N.C. was
the size of a skin cell and deliv-
ered a pixel: dedicated software
processed millions of multiple
views, assembling them into im-
ages, 2-D and holographic.
HAND-HELD PARABOLIC MI-
CROPHONE:
History: This portable hand-
held unit looks like a small clear
dish mounted to a pistol grip. It’s
directional shotgun microphone
can be easily aimed to target
persons up to 7 areas away.
RECORDING OBSERVATION
Material Strength: EX (20) BOT: A friendly robot created
Power Rank: EX (20) by S.H.I.E.L.D. in order to mon-
itor the activities of the agency’s
newest member Bruce Banner,
in his activities both as a scien-
tist and as the Hulk. R.O.B. pos-
sesses a virtual display with the
form of eyes and eyebrows in
order to show human-like emo-
tions.
Material Strength: EX (20)
Power Rank: EX (20)
Range: N/A (Internal batteries)
PERISCOPE HAT: SPY LENS:
History: Thanks to an elaborate History: This device has
setup of mirrors, the periscope changed it’s form over the years.
58
It began as a high powered tele- Normal Damage: 6 points, S&T AUTOMATIC RIFLE:
scope able to view targets with Rate of Fire: 1 shot/round Price: 20r/30r
a x20 magnification rating. It’s Number of Shots: 6, 8, or 9 Range: 5 areas
latest version takes the form of Design Notes: Normal damage: 15 points S&T
low-lite high magnification spot- • As handgun/pistol with follow- Rate of Fire: 1 burst/round
ter goggles that gives the spotter ing changes: Number of Shots: 20 bursts/
the ability to zoom in and see tar- • May be set in the field to a clip
gets even in starlight. particular ammunition type with- Design Notes:
out ill affect. • Requires two hands to fire.
Material Strength: EX (20) • Good strength material.
Power Rank: EX (20) GYRO-JET PISTOL: • A burst may hit up to three
Range: Immediate (10 Areas) Price: NA/15r adjacent targets
Range: 5 Areas on a yellow FEAT roll.
Normal Damage: 10 points,
UHF PIN: S&T ASSAULT RIFLE:
History: This is a device that is Rate of Fire: 1 shot every 2 Price: 15r/25r
used to search for data disguised rounds Range: 7 areas
as a pin. Being made in the 40’s, Number of Shots: 3 Normal Damage: 10 points/
it utilizes the UHF frequencies. Design Notes: round
Because it is so antiquated, it is • May be fired with one hand. Rate of Fire: 2 shots/round
possible that those frequencies • May carry Gyrojet ammunition. Number of Shots: 20 per clip
wouldn’t be monitored in a mod- Design Notes:
ern time period. MACHINE PISTOL: • Range reduced by increased
Price: 20r/35r rate of fire.
Material Strength: EX (20) Range: 3 areas • Must be fired with two hands.
Power Rank: EX (20) Normal Damage: 20 points • Good strength material.
Range: 1 Area (It must make Rate of Fire: 1 burst
physical contact with the com- Number of Shots: 6 bursts/clip SNIPER RIFLE:
puter it is trying to scan.) Design Notes: Price: 10r/20r
• S.H.I.E.L.D. regulation issue. Range: 10 areas
• Excellent strength material. Normal Damage: 15 points
WEAPONRY: In this section we • May be fired with one hand S&T
provide a view of S.H.I.E.L.D.’s Rate of Fire: 1/round
SHOTGUN: Number of Shots: 4
offensive capability.
Price: 10r/20r Design Notes:
Range: 3 areas • Internal target site raise Ability
NICK FURYS PERSONAL
Normal Damage: 20 points, by one rank to hit (Maximum of
HANDGUN:
S&T Remarkable).
.15 caliber Needle Gun. The
Rate of Fire: 1 or 2 per round • Must be fired with two hands.
needles had an explosive collar
Number of Rounds: 2 • Good strength material.
which propelled it at over 1,800
Design Notes:
feet per second. A Clip held 300
• Requires two hands to fire. LASER RIFLE:
rounds; each round did EX(20)
• Good strength material. Price: NA/50r
damage. Effective range was 6
• May use specialized ammo Range: 4 areas
Areas.
without modification. Normal Damage: 20 points,
• May hit up to three adjacent S&T
VARIABLE PISTOL:
targets in the same area Rate of Fire: 1 shots/round
Price: 12r/20r
Number of Shots: 20/power
Range: 3 Areas
59
pack
Design Notes:
• Requires two hands to fire.
• Typical strength materials.
STUN RIFLE:
Price: NA/50r
Range: 5 areas
Normal Damage: None, but
target must make an Endurance
FEAT roll against RM (30) inten-
sity stun-ray.
Rate of Fire: 1 shots/round
Number of Shots: 20/power
pack
Design Notes:
• Requires two hands to fire.
• Typical strength material.
CONCUSSION RIFLE:
Price: NA/50r
Range: 7 Areas
Normal Damage: 10 pts Slug-
fest damage
Rate of Fire: 1 shots/round
Number of Shots: 12/power
pack
Design Notes:
• Requires two hands to fire.
• Good strength material.
RIOT GUN:
Price: 15r/20r
Range: 2 areas
Normal Damage: 15 points
Rate of Fire: 1/round
Number of Shots: 6
Design Notes:
• Excellent strength material.
• May be fired with one or two
hands.
• Usually uses gas or special-
ized ammo.
CONCUSSION PISTOL:
Price: NA/30r
Range: 4 Areas
Normal Damage: 10 points
Slugfest • Requires two hands to fire.
Rate of Fire: 1 shot/round • Fuel stored in backpack.
Number of Shots: 5 shots/pow- • Delivers fire damage, contin-
er pack ues to burn for 10 points/round
Design Notes: until put out.
• Damage rolled on Slugfest • Hits all in target area.
column. • Weapon is Typical strength
• Requires no ammo, operates material,
off power backpack is Good strength ma-
pack. terial.
• Requires one hand to fire. • Damaging backpack may
• Also called Blasters or Force result in
Guns. Amazing explosion to all in
same area.
PLASMA BEAM HANDGUN:
Price: NA/50r
Range: 7 Areas
Normal Damage: 20 points
energy/Slugfest
Rate of Fire: 1 shot/round
Number of Shots: 10 shots/
power pack
Design Notes:
• S.H.I.E.L.D. regulation issue.
• Excellent strength material
• May be fired with one hand
GRENADE LAUNCHER:
Price: NA/30r
Range: 3 areas
Normal Damage: As for gre-
nades
Rate of Fire: 1 every 2 rounds
Number of Shots: 1 TRANSISTORIZED BLAST
Design Notes: GUN:
• Requires two hands to fire. History: This device shoots a
• Fires any of the listed gre- kinetic blast of energy that can
nades in Grenade section. damage targets at limited range.
• Good strength material.
Material Strength: EX (20)
FLAMETHROWER: Power Rank: EX (20)
Price: NA/50r Range: 3 Areas max.)
Range: 2 areas Damage: EX (20)
Normal Damage: 30 points
S&T BAZOOKA:
Rate of Fire: 1/round Price: NA/70r
Number of Shots: 5 rounds Range: 4 areas
Design Notes: Normal Damage: 40 points
60
Rate of Fire: 1 every 2 rounds
Number of Shots: 1
Design Notes:
• Requires two men to operate
• Good strength material.
• Above is damage for single tar-
get. Explosive shells available
inflicting stated damage for all in
that area.
LIGHT ANTI-TANK WEAPON
(LAW):
Price: NA/80r
Range: 4 areas
Normal Damage: 40 points
Rate of Fire: 1/round
Number of Shots: 6
Design Notes:
• Requires two hands to oper-
ate.
• Good strength material.
• Damage is for single type.
LIGHT ARTILLERY:
Price: NA/120r
Range: 10 areas
Normal Damage: 40 points
Rate of Fire: 1/round
Number of Shots: 20
Design Notes:
• Stationary to fire or suffer left
three shift to hit.
• Excellent strength material.
• Damage is to all in area.
• May fire special ammunition.
• Uses: Military
• Requires two men to operate.
• Includes howitzers, mortars,
and antiaircraft guns.
STUN CANNON:
Price: NA/100r
Range: 10 areas
Normal Damage: None, fires
a stunning beam of Incredible
intensity.
Rate of Fire: 1/round
Number of Shots: 10/power
pack
Design Notes:
• Upgrading of the stun rifle to
its full extension.
• Remarkable strength material.
• Requires two men to fire. One
man may fire it at a penalty of
one shift.
• May be fitted onto a tank or
other mobile launcher.
CONCUSSION CANNON:
Price: NA/100r
Range: 15 areas
Normal Damage: Incredible
Slugfest damage
Rate of Fire: 1/round
Number of Shots: 10/power
pack
Design Notes:
• Upgrading of the concussion
rifle to its ultimate level.
• Remarkable strength material.
• Requires one man to fire.
• Also called force cannons or
blast cannons.
LASER CANNON:
The laser cannon was a
S.H.I.E.L.D. weapon used in the
first encounter with Godzilla, in
Alaska. While it did pain and en-
rage him, it did no lasting dam-
age and was turned into molten
slag by a single blast of radioac-
tive breath.
Price: NA/150r
61
Range: 20 areas
Normal Damage: MN(75) ener-
gy, S&T
Rate of Fire: 1/round
Number of Shots: 10/power
pack
Design Notes:
• Upgrading of laser rifle.
• Excellent strength material.
• Requires one man to fire.
HEAVY ARTILLERY:
Price: NA/200r
Range: 20 areas
Normal Damage: 50 points
Rate of Fire: 1/round
Number of Shots: 30
Design Notes:
• Requires two men to fire.
• Remarkable strength material.
• Single shell affects all in target
area.
• Includes most guns from tanks
and larger.
SUPER HEAVY ARTILLERY:
Price: NA/400r
Range: 25 areas
Normal Damage: 50 points S
&T
Rate of Fire: 1 shot/round
Number of Shots: 30
Design Notes:
• Stationary but may swivel in
place.
• Incredible strength material.
• Single shell affects all in target
area.
• Includes battleship guns.
• Uses: Military.
MISSILE LAUNCHER
Price: NA/300r
Range: Varies by missile
Normal Damage: 40 points
Rate of Fire: 1 to 10 missiles/
round
Number of Shots: 10
Design Notes:
• Must be stationary while firing.
• Fires missiles (see entry under
Missiles).
• Requires two people to fire.
FISSION BAZOOKA:
Price: NA/300r
Range: 20 areas
Normal Damage: 40 points
Rate of Fire: 1/round
Number of Shots: 10
Design Notes:
• Will affect all within target area.
• Typical strength materials.
• If damaged, will explode in
1-10 rounds. The explosion in-
flicts UN(100) damage times the
number of remaining shots (10
area radius). Amazing radiation
damage is inflicted on any within
that area for the next year.
AMMUNITION: The following
section details the various kinds
of amunition employed by the
agents of S.H.I.E.L.D. Ammuni-
tion is almost always purchased
separately from weapons.
STANDARD AMMUNITION:
Standard ammunition inflicts the
normal damage listed for that
weapon.
• Pistol (cheap, pistol, target,
variable):
1r buys 50 rounds
• Rifle (standard, hunting, and
sniper):
1r buys 50 rounds
• Assault Rifle: 1r buys 30
rounds
• Automatic Rifle: 1r buys 1 clip
• Sub-Machine Gun: 2r buys 1
clip
• Machine Gun: 3r buys 1 clip
• Shotgun: 1r buys 10 rounds
• Bazooka: 1r buys 1 round
• Fission Bazooka: 20r buys 1
round
• LAW: 1r buys 1 round
• Light Artillery: 3r buys 1 round
• Heavy Artillery: 5r buys 1
round
• Super-Heavy Artillery: 10r
buys 1 round
POWER PACKS:
For game purposes, the amount
of charge for all power packs-us-
ing weapons of the same type
(pistols, for example) are the
same. Power packs may be
manipulated to fit other weap-
on systems than they were de-
signed for by making a Reason
FEAT roll, and halve the number
of available shots for each level
of increase. (A pistol power pack
modified to fit a rifle has 5 shots
of pistol-type damage.)
• Pistols (laser, stun, concus-
sion): 5r for 1 power pack
• Rifles (laser stun, concussion):
10r for 1 power pack
• Cannons (laser, stun, concus-
sion):
30r for 1 power pack
MERCY BULLETS:
• Mercy bullets inflict no dam-
age, but affects the target with
RM(30) potency knockout drugs.
• Handgun (pistol, target, vari-
able): 1r buys 10 rounds
• Rifle (standard, sniper): 1r
buys 10 rounds
• Assault Rifle: 1r buys 5 rounds
• Automatic Rifle: 2r buys 1 clip
ARMOR PIERCING BULLETS:
• Armor piercing bullets may
ignore armor up to EX(20)
strength. Armor of that level or
62
lower is treated as no armor.
• Handgun (pistol, target, vari-
able): 1r buys 10 rounds
• Rifle (sniper): 1r buys 10
rounds
• LAW: 1r buys 1 round
RUBBER BULLETS:
Rubber bullets inflict Slugfest
instead of shooting and throw-
ing damage.
• Handgun (pistol, target, vari-
able): 1r buys 40 rounds
• Rifle (standard, sniper): 1r
buys 40 rounds
• Assault Rifle: 1r buys 40
rounds
EXPLOSIVE BULLETS:
Explosive bullets inflict twice
normal damage.
• Pistol (variable): 1r buys 10
rounds
• Rifle (standard sniper): 1r buys
10 rounds
• Bazooka: 5r buys 1 round
CANISTER SHOT:
There are several types of can-
ister shot, carrying different pay-
loads. A weapon type that may
take one type of canister may
take other canisters made for
that weapon type. All canisters
have the same cost.
• Bazooka: 10r buys 1 round
• Light Artillery: 15r buys 1
round
• Heavy Artillery: 20r buys 1
round
• Super-Heavy Artillery: 25r
buys 1 round
• Gas Canister: Contains IN(40)
intensity tear gas. Those failing
an Endurance FEAT roll are able
to move but take no other action
while in the cloud. Covers 1 area.
• Knock-out Canister: RM(30)
intensity knock-out gas in a sin-
gle area. Those failing an Endur-
ance FEAT roll are knocked out
for 1-10 rounds.
• Smoke Canister: Clouds a sin-
gle area with EX(20) intensity
smoke.
• Explosive Canister: Doubles
standard damage to all in that
area.
• Incendiary Canister: Inflicts
stated damage in fire, which
burns for 1-10 rounds until
snuffed out.
GYRO-JET AMMO:
Gyro-jet ammo is a self-pro-
pelled charge which only fits the
gyro-jet handgun.
• Standard Gyro-jet inflicts stat-
ed damage: 1r buys 5 rounds
• Explosive Gyro-jet inflicts dou-
ble damage: 1r buys 1 round 25
• Heat-Seeker tracks on hottest
target in the target area (mul-
tiple targets of same heat are
chosen randomly): 1r buys 1
round (Explosive Heat-seeker
would cost 5r for 1 round)
NEEDLE AMMUNITION:
Needle ammunition is used for
needle guns similar to the one
presented.: 10r buys 1 clip
GASES:
Gases are sold in amounts to
flood a typical area for a single
round.
Smoke and Tear Gas: as Gre-
nade of that type.
Knock-out Gas, based on inten-
sity:
FE(2): Cost: 20r
PR(4): Cost: 40r
TY(6): Cost: 60r
GD(10): Cost: 100r
EX(20): Cost: 200r launchers, are controlled in their
RM(30): Cost: 300r movements and carry a payload.
IN(40): Cost: 400r Payment for payload and control
AM(50): Cost: 500r method is separate from missile
MN(75): Cost: 750r and launcher.
UN(100): Cost: 1,000r Standard Missile:
Body: EX(20)
There are a number of ways to Control: RM(30)
delIver gas into a certain area, Speed: EX(20)
each with their own cost and a Cost: NA/50r
limit of the maximum of the inten-
sity gas to be contained within. High-Tech Missile:
Body: EX(20)
GAS PELLETS: Control: IN(40)
• May be dropped in same area Speed: EX(20)
as user. Cost: NA/100r
• Contains up to GD(10) intensi-
ty gas. High-Speed Missile:
• Cost Two times listed potency. Body: EX(20)
Control: IN(40)
GAS GRENADES: Speed: AM(50)
• May be thrown as standard Cost: NA/150r
grenades.
• Contains up to Remarkable CONTROL DEVICES:
Intensity gas. Missiles without control devices
• Cost Three times listed poten- fly only in a straight line, hitting
cy. their target on the Shift 0 column.
• Gas grenades are those avail-
able on the market. The higher REMOTE CONTROL:
cost reflects customized ex- WIRE-GUIDED
pense. Cost: NA/25r
Information to control the missile
GAS BOMBS: is relayed through light weight
• See Missile Payloads. wires FE(2) material) that trail
• Alternate uses by doubling from the missiles rear. Maxi-
potency price. mum range of such missiles is
10 areas. Damaging those wires
GAS AEROSOL: causes the missile to go out of
• Used with range of individual control.
in contact.
• Contains up to Excellent inten- REMOTE CONTROL:
sity gas. TELE-GUIDED
• Cost is two times listed poten- Cost: NA/75r
cy. A camera is set in the nose of the
25 missile and an operator up to five
miles away can control the mis-
MISSILES: sile. Use the Control of missile or
Missiles are used by missile Agility of controller (whichever is
63
lower), to determine
Agility FEAT for this type of mis- adjacent areas
sile.
REMOTE CONTROL: COM-
PUTER-GUIDED
Cost: NA/100r
An internal programming unit
within the missile is programmed
against a specific target. If multi-
ple similar targets are available
the missile is able to determine
its true target on a yellow FEAT
on the PR(2) column.
REMOTE CONTROL: RADIO
TRACER
Cost: NA/50r
The missile homes in on a spe-
cific, preset radio wavelength, ei-
ther from a sending unit or from a
tracer planted on the target. De-
struction of the tracer or ceasing
of the signal causes the missile
to hit the last known position of
the tracer.
REMOTE CONTROL: HEAT
SEEKER
Cost: NA/50r
This form of guidance locks in on
the highest heat source ahead of
it (usually a jet engine or flam-
ing hero).The missile turns with
the heat source, but may be
sidetracked by a more powerful
source of heat.
MISSILE PAYLOADS
Standard Explosive: 40 points
to all in target area
Cost: NA/40r
Concentrated Explosive: 40
points to target only
Cost: NA/25r
High Explosive: 70 points to
all in target areas, 20 to all in make Endurance FEAT or be-
come nauseous, unable to act
Cost: NA/60r that round.
Cost: 20r/30r
Fragmentary Explosive: 40
points H&S to all in area Knock-out Gas Grenade:
Cost: NA/40r Fills target area with knock-out
gas of variable intensity gas.
Incendiary: 40 points fire dam- Cost: GD(10) intensity 100r/100r
age EX(20) intensity NA/200r
Cost: NA/50r RM(30) Intensity NA/300r
Gas: AM(50) intensity gas for Flash Grenade:
target area AM(50) intensity flesh that blind
Cost: NA/500r for 1 to 10 rounds.
Cost: 10r/20r
Atomics: 1,000 points damage,
5 area radius, 100 points, 10 ar- Concussion Grenade:
eas beyond that, 75 points, 30 Inflicts Incredible Slugfest dam-
areas beyond that. age
MN(75) radiation damage to any Cost: 40r/50r
within that area for the next year.
Cost: Not available in ordinary Sonic Grenade:
situations. Inflicts EX(20) sonic damage to
Note: Missile payloads may all in target area.
be dropped without the missile Cost: 50r/60r
components from aircraft They
fall straight down and are known EXPLOSIVES:
as bombs. Ordinary explosives are rated
according to damage. The first
GRENADES: rank is for damage in an area,
All grenades may be thrown by the second is damage in adja-
hand, or fired using a grenade cent areas.
launcher.
FE(2):
High Explosive: 30 points of Cost: 20r
damage to all in target area.
Cost: 20r/30r PR(4):
Cost: 40r
Smoke Grenades:
Fills target area with thick smoke. TY(6):
Two column shift left for FEATs Cost: 60r
in this area.
Cost: 10r GD(10):
Cost: 100r
Tear Gas Grenades: Fills target
area with tear gas. Two-column EX(20)/TY(6):
shift left for FEATS. All in area Cost: 200r
64
RM(30)/GD(10): Material Strength: EX(20)
Cost: 300r Power Rank: See above.
Range: Personal
IN(40)/EX(20):
Cost: 400r FORCE CAGE:
It consists of a round metal ped-
AM(50)/RM(30): THE ELECTRO-MAG NETS: estal and a separate control pan-
Cost: 600r The Electro-Mag Nets were el. When the captive is placed in
dropped out of the SHIELD He- the pedestal, and the switches
MN(75)/IN(40): licarrier in an attempt to snare on the control panel are thrown,
Cost: 750r Godzilla in the San Francisco shimmering bars of force spring
bay. However, as a result of a into existence, forming a sphere
UN(100)/AM(50): simultaneous attack from the around the prisoner.
Cost: 1,000r Champions, Godzilla ducked
and received only a glancing Force Bars: The IN(40) rank bars
blow. Hercules, also in the bay, of force are attuned precisely to
was nearly electrocuted.
RESTRAINTS: Within this the mental energy frequencies
section are all of the variants on of the captive. If they should try
Price: NA (Unique Item) to escape, the mental feedback
restraining technology employed Range: 5 Square Areas each
by S.H.I.E.L.D. causes IN(40) damage, and the
Normal Damage: UN(100) bars remain in place. Physically
energy, S&T breaking out of the cage requires
Rate of Fire: 1 a successful IN(40) Strength
CONTAINMENT FORCE Number of Shots: 1/power
FIELD: FEAT. The control panel can also
pack be used to deactivate the cage.
A Level-9 Containment Force Design Notes:
field was used by S.H.I.E.L.D. to The panel has GD(10) material
• The nets have one use only strength.
isolate the ground zero of Stam- before needing to be recharged.
ford, Connecticut. • AM(50) strength material. Material Strength: IN(40)
• Requires being dropped from Power Rank: See above.
It allowed Wolverine to easily an altitude.
track Nitro. Range: N/A

Later, a Level 5 force field was ELECTRONIC SHACKLE:

set around Monument Circle,
Indianapolis after close to one
hundred people died mutating
after an attack with a DNA bomb.
Price: NA (Unique Item)
Range: Covers up to 25 square
areas.
Strength: Forcefield at AM(50)
Rate of Fire: 1
Number of Shots: 10 hours/
power pack
HANDCUFFS:
This small metal band is covered History: Handcuffs are a stan-
with electronic circuitry. When
dard restraining device used by
placed around a characters wrist, the police forces of the world to
the pain shackle prevents the fo- prevent actions by criminals in
cusing or use of natural powers, custody. They are made of Ex-
by intense impulses fired direct-
cellent material.
ly into the nerves. The charac-
ter must attempt and incredible
Material Strength: EX(20)
psyche FEAT roll to overcome Power Rank: N/A
the pain and use the power. If
Range: N/A
missed the character surrenders
to the pain and must stop trying
to use his power. INHIBITOR BANDS:
65
History: Inhibitor Bands inter-
fere with the use of natural abil-
ities including those of mutants
and altered humans. The hero
suffers a -5CS on all physical
abilities (FASE), and a - 7CS on
the use of all Powers. Talents and
mental abilities (but not Powers)
remain untouched. No ability
may drop below Feeble. Techno-
logical and magical powers are
not affected.
Material Strength: RM(30)
Power Rank: See above.
Range: N/A/
INHIBITOR COLLARS:
These are a more advanced
version of the Inhibitor Bands,
which have been used for incar-
cerating prisoners at Prison 42.
Inhibitor Collars interfere with the
use of natural abilities including
those of mutants and altered hu-
mans. The hero suffers a -7CS
on all physical abilities (FASE),
and a - 10CS on the use of all
Powers. Talents and mental dis-
ciplines remain untouched. No
ability may drop below Feeble.
Technological and magical pow-
ers are not affected.
Inhibitor Collars dampen an indi-
vidual’s powers as long as they
wear the device. Each is cued to
a certain person’s DNA.
Material Strength: RM(30)
Power Rank: See above.
Range: N/A
INHIBITOR FIELD GENERA-
TORS:
History: These generators
come in packages of four. They
can cover up to 1 area in a field
bound in four corners by the gen-
erators. The generators are each
the size of a football, are easily
camouflaged, and are activated
by remote. They also developed
from the original Inhibitor Band
technology and function in much
the same way, except that they
can cover an area. All within the
1 area field suffer a -5CS on all NEUTRO-MIST:
physical abilities (FASE), and a The Neutro-Mist was employed
- 7CS on the use of all Powers. by the S.H.I.E.L.D. to control the
Talents and mental abilities (but Jack of Hearts’ powers, but it was
not Powers) remain untouched. effective only in massive doses
No ability may drop below Fee- and if administered before the
ble. Technological and magical power had started its build up in
powers are not affected. his body again. Every week, he
would have to make a Psyche roll
The first advances were at or his Flight and Chemical Blast
-5CS/-7CS, but further advances would grow by +1CS. When his
have increased intensity to blast reached Shift X, he would
explode (According to the scien-
-7CS/-10CS.
tists at S.H.I.E.L.D.) with enough
The generators are within the explosive power to destroy a
field when activated so are not city. To prevent this, S.H.I.E.L.D.
vulnerable as much to mutant used a Neutro-Mist that damp-
powers (standard munitions will ened his powers by -2CS each
still destroy them though. The round he was exposed to it. The
field effect will last 8 hours before Neutro-Mist has a power rank of
the generators need recharging. RM(30).
Material Strength: EX(20)
Material Strength: RM(30)
Power Rank: RM(30)
Power Rank: See above.
Range: N/A
Range: 1 area.
NULLIFIER BANDS:
66
History: Nullifier Bands interfere
with the working of high-tech
power suits in much the same
way as Inhibitor bands affect mu-
tants. The hero suffers a -5CS on
all physical abilities (FASE), and
a - 7CS on the use of all Powers.
Talents and mental abilities (but
not Powers) remain untouched.
No ability may drop below Fee-
ble. If the strength of a character
wearing a suit of powered armor
(such as Vindicator, Iron Man. or
Guardsman) is reduced to Fee-
ble. the suit freezes up and the
character is immobilized. Magi-
cal powers are not affected.
Material Strength: RM(30)
Power Rank: See above.
Range: N/A
POWER-NULLIFIER (LEVEL
10):
This Level 10 Power Nullifier was
used by S.H.I.E.L.D. to restrain
Wolverine after he attacked
Damage Control.
This device was ineffective to
stop Wolverine, as his claws
weren’t considered as a su-
per-power and he was conse-
quently able to pop them through
his restraints. It was thought able
to nullify his healing factor, put-
ting Wolverine in an awkward
situation after he escaped from
the S.H.I.E.L.D. Helicarrier, fall-
ing from high. He was seemingly
able to take it off in time.
Various versions of the Nullifier
Gauntlets have been produced
and used to inhibit the powers of
captive mutants.
These gauntlets will reduce a
mutants powers to Shift 0, up to
-10 columns shifts.
Material Strength: RM(30)
Power Rank: See above.
Range: N/A
PSI-BLOCKER: This is a small
unit created to block the mental
probing and psi-powers of su-
per-powered individuals. It pro-
vides IN(40) protection vs. psi.
Material Strength: EX(20)
Power Rank: IN(40)
Range: Personal
S.P.I.N. (Super-Power Inhib-
iting Nanobots): S.P.I.N. (Su-
per-Power Inhibiting Nanobots)
are a technology designed by
S.H.I.E.L.D. as a means to re-
strain or cancel the powers of At least one sample of the S.P.I.N.
super-powered individuals. technology was stolen by Hydra,
with unknown consequences.
67
S.H.I.E.L.D. had originally de-
veloped inhibitor collars for in-
carcerating prisoners at Prison
42. Working with the Initiative,
S.H.I.E.L.D. succeeded in minia-
turizing the devices and loading
them into Adamantium-tipped
darts. The S.P.I.N. darts can
penetrate the epidermis of near-
ly any superhuman being and
neutralize their abilities. They
are DNA-coded and each dart is
specially designed for a specific
target. The production of S.P.I.N.
technology costs approximately
$500,000 per dart. In certain sit-
uations, special counter-agents
may be applied which will re-
verse the S.P.I.N.-tech’s effects.
They were first deployed against
the She-Hulk when she broke
ranks from S.H.I.E.L.D. short-
ly following the Civil War. Refu-
gee mastermind Amadeus Cho
discovered the means of burn-
ing nanotech out of her system.
Tony Stark later armed his Hulk-
buster armor with S.P.I.N. darts
and used them against the Hulk
when he returned to Earth at the
onset of World War Hulk, though
they proved completely ineffec-
tive against him. During the early
days of the 50-States Initiative,
War Machine provided Camp
Hammond trainee Komodo with
a S.P.I.N. ejection system and
sent her out to sanction Boomer-
ang, Shocker, Hydro-Man and
Spider-Man. She tried to use the
weaponry against Spider-Man,
but he managed to outfight her
and escape.
The hero suffers a -7CS on all
physical abilities (FASE), and a
- 10CS on the use of all Powers.
Talents and mental disciplines
remain untouched. No ability
may drop below Feeble. Techno-
logical and magical powers are
not affected.
Material Strength: Class 1000
Power Rank: See above.
Range: 10 areas
TRAP CHAIR/ DESK: The trap
chair & desk combo comes stan-
dard in every S.H.I.E.L.D. front
location, such as the barber-
shop where it appears as a shoe
shine booth. This precaution is
for those unpleasant guests.
Price: NA
Material strength: RM(30)
VEHICLES: Intelligence gath-
ering is all well and good, but
without swift and reliable trans-
portation, that data may expire
before it’s use by date. Here we
have the many different kinds of
transport used by S.H.I.E.L.D.
THE BEHEMOTH:
The Behemoth was an an-
ti-Godzilla aircraft designed by
Drs. Hashioka and Takiguchi. It
did succeed in subduing Godzil-
la in its first use. After Godzilla
escaped, its second attempt was
sabotaged when it was assault-
ed and temporarily incapacitated
by Red Ronin, piloted by Rob
Takiguchi. It was rebuilt by Stark
International and was again ac-
tive against Godzilla in his ad-
ventures in Manhattan.
After Godzilla vanished back into
the sea, it was used once again
by S.H.I.E.L.D. to combat Red
Ronin piloted by Earl Cowan.
VORTEX BEAM:
The helicarrier was ultimately
A vortex beam was used by Yuri
short-circuited when it focused
Brevlov to capture the Hulk and
the Missing Link, drawing them
all of its power through Iron Man’s
to his helicarrier.
armor in an effort to stop the giant
robot. Years later, S.H.I.E.L.D.
used the Behemoth to transport
Colonel Fury also employed a
technology confiscated from the
vortex beam on the S.H.I.E.L.D.
stone vessel formerly command-
Helicarrier to set Brevlov’s ship
ed by the Hulk during his inva-
down on the ground, without
sion of New York. Amadeus Cho
harming its crew, and then take
usurped control of the Behemoth
him as a prisoner. The beam can
and used it to launch an assault
draw with up to MN(75) strength.
upon S.H.I.E.L.D.’s forces world-
wide, temporarily disabling all
Material Strength: EX(20)
other Helicarriers. S.H.I.E.L.D.
Power Rank: MN(75)
launched a missile counter at-
Range: 10 areas.
tack against the Behemoth
which destroyed it, but Amadeus
escaped injury. It was heavily ar-
68
mored, equipped for trans-conti- Patrol (which maintained an ev- a variety of weapons systems.
nental flights, armed with energy er-ready patrol for intruders). Characteristics of major systems
shields and cannons, and track- There were two repair decks are given below:
ing equipment. which could perform major over-
hauls on 12 planes at once. The *Radar-guided 30-mm and 70-
The Behemoth was heavily helicarrier was provided with 4 mm Electric Cannon: (2 forward,
armed, with its primary defenses Dragonfly helicopters, for pa- 2 aft, 2 aft port and starboard,
against missiles. There were 2 trol and rescue missions. These and 4 forward/downward) The
forward, 2 aft, 2 aft port and star- choppers were also modified and highly sophisticated radar-au-
board, and 4 forward/downward used in coordinated attacks on tomated firing systems on the
radar-guided 70mm electric Godzilla. Its Electronic Warfare cannon gave them AM(50) Agili-
cannons with cyclic rates of 200 (EW) and Electronic Counter- ty. The 40mm cannon (3 midship
rounds per second . There were measure (ECM) range was 100 port and starboard) did IN(40)
3 midship port and starboard ra- miles with E-2C Hawkeye early damage, while the 70mm can-
dar-guided 40mm electric can- warning planes. non did AM(50) damage. Both
nons with cyclic rates of 1 ,000 had ranges of 10 Areas.
rounds per second. There were The Behemoth’s statistics were
2 forward port and starboard as follows: *Box Missile Launcher: (2 for-
armored box missile launchers, Type: Air ward port and starboard armored
each with 8 variable pay-load- Cost: UN (100) box missile launchers, each with
ed radiation seeking and infra- Control: GD (10) 8 variable pay-loaded radia-
red seeking missiles. The cruise Speed: EX (20) tion seeking and infrared seek-
missile maintenance and launch Body: EX (20) ing missiles. The cruise missile
deck contained 30 variable pay- Protection: MN(75) maintenance and launch deck
load programmed cruise mis- contained 30 variable payload
siles and an anti-missile ParticleKNOWN POWERS: programmed cruise missiles)
Projector system. Armor: The Behemoth was ar- The Box Missile Launcher fired
mored to provide MN(75) protec- up to 8 air-to-air missiles at once.
The aircraft complement on the tion against physical attacks and Each missile was self-guiding
helicarrier was primarily 15 AM(50) protection against Ener- with the following statistics:
F15’s with full weapons loads for gy attacks. Body: EX(20)
the continuous Combat Aircraft Weapons: The Helicarrier had Control: RM(30)
Speed: IN(40)
Damage: IN(40)

The damage given is for a stan-

dard high explosive warhead.

* Cruise Missile: A Cruise Missile

would have the following statis-
tics:

Body: RM(30)
Control: AM(50)
Speed: RM(30)
Damage: MN(75)

The damage is for a non-nuclear

69
warhead. ture conditions. AM(50). digo.
The Cradle’s statistics were as
*Intermediate Range Ballistic Detection: The Behemoth has a follows:
Missile: variety of state-of-the-art elec-
An IRBM would have these stats: tronic detection devices includ- Type: Air/ Sub
ing sonar, radar, infrared, and Control: GD (10)
Body: IN(40) so forth that function at UN(100) Speed: EX (20)
Control: IN(40) rank. Body: EX (20)
Speed: MN(75)
Damage: UN(100) Electro-Mag Nets: These were KNOWN POWERS:
dropped out of the SHIELD He- Armor: The Cradle’s armor gave
The damage is for a non-nuclear licarrier in an attempt to snare it EX(20) protection versus Phys-
warhead. Godzilla in the San Francisco ical attacks and RM(30) protec-
bay. However, as a result of a tion versus Energy attacks.
* Anti-missile Particle Projector: simultaneous attack from the Flight: The Cradle could fly at EX
(Located on the cruise missile Champions, Godzilla ducked (20) speeds.
maintenance and launch deck) and received only a glancing Submersible: The Cradle could
This weapon projected an ener- blow. Hercules, also in the bay, propel itself underwater at
gy blast that did MN(75) damage was nearly electrocuted. GD(10) speeds.
at a 25-Area range. Sustenance: The Cradle could
Price: NA (Unique Item) remain submerged for 36 hours
* F-15’s: Military Jet, Includes 4 Range: 5 Square Areas each on battery power. The oxygen
missiles of various types, Ma- Normal Damage: UN(100) supply was 36 hours.
chine Gun) energy, S&T Weapons:
Qty:15 Rate of Fire: 1 *Stun Rifles:
Type: Air Number of Shots: 1/power Price: NA/50r
Cost: MN (75) pack Range: 5 areas
Control: EX (20) Design Notes: Normal Damage: None, but tar-
Speed: ShX (150) • The nets have one use only get must make an Endurance
Body: TY (6) before needing to be recharged. FEAT roll against RM(30) inten-
Protection: TY (6) • AM(50) strength material. sity stun-ray.
• Requires being dropped from Rate of Fire: 1 shots/round
* Dragonfly helicopters: Battle an altitude. Number of Shots: Unlimited/
Copter linked to Cradle’s power supply.
Qty:4 Design Notes:
Type: Air • EX(20) strength material.
Cost: AM (50)
Control: EX (20) Concussion Rifles:
Speed: EX (20) Price: NA/50r
Body: TY (6) Range: 7 Areas
Protection: GD (10) Normal Damage: 10 pts Slug-
fest damage.
Energy Shield: This is similar to Rate of Fire: 1 shots/round
the type of field used by the In- Number of Shots: Unlimited/
visible Woman. It provides pro- linked to Cradle’s power supply.
THE CRADLE:
tection against a variety of forc- Design Notes:
The Cradle is a fortified airborne
es, including brute force, energy • EX(20) strength material.
research facility, once used to
attacks, and extreme tempera- Air-to-Air Guided Missiles: Each
apprehend and contain the Wen-
70
missile had the following statis- DRAGONFLY HELICOPTER:
tics: The Dragonflies were a series
of armored assault helicopters.
Body: EX(20) They were used in battle against
Control: RM(30) Dr. Demonicus’ monsters in the
Speed: EX(20) Aleutian Islands. They were
Damage: IN(40) highly maneuverable and armed
with twin 33-mm electric can-
nons.
Detection: The Cradle has a The S.H.I.E.L.D. Floater has the
variety of electronic detection following statistics:
devices THE DREADNOUGHT:
including sonar, radar, infrared, Type: Air History of The Dreadnought is
and so forth that function at Control: RM(30) unknown.
RM(30) rank. Air Speed: RM(30)
Body: EX (20) The Dreadnought statistics were
Retractors: Four EX(20) powerful Damage: RM(30) as follows:
mechanical arms used for grab-
bing and lifting heavy objects or KNOWN POWERS: Type: Space
persons. Armor: The Dragonflies’ armor Control: GD (10)
Fully equipped laboratory: In- gave it EX(20) protection versus Speed: Class 1000 (Interplane-
cludes... Physical attacks and RM(30) tary)
Stun Gas Aerosol: protection versus Energy at- Body: EX (20)
• Used with range of individual in tacks.
contact. Flight: The Dragonflies could fly The Dreadnought also has a
• Contains up to EX(20) intensity at RM(30) speeds. Cloaking field at RM(30) rank.
gas. Weapons:
Cryogenic chambers, Electronic 30-mm Electric Cannon: The
Shackles, and Force Cage. A 30-mm has a Control rank of
fully loaded armory, Cybernetics RM(30). It did IN(40) damage
lab, is also present. over its 10-Area range.
The Cradle also has a Cloaking
field at RM(30) rank. Price: NA/50r
Range: 10 Areas
Normal Damage: 40 pts
Rate of Fire: 1 shots/round
Number of Shots: 1000/ gun
pod.

Detection: The S.H.I.E.L.D. Drag-

onflies have a variety of electron-
ic detection devices including so-
nar, radar, infrared, and so forth
that function at RM(30) rank.

71

FLIGHT PACK: A.K.A.
S.H.I.E.L.D. Rocket Pack;
S.H.I.E.L.D. Jet Pack
A S.H.I.E.L.D. flight pack was a Air Speed: EX(20)
common item used by agents of
S.H.I.E.L.D.. The pack was at-
tached to a harness, and worn KNOWN POWERS:
across the back, enabling agents Flight: The Flight Pack could fly
limited flight capability within at- at EX(20)speeds.
mospheric environments. The
original flight packs incorporat-
ed twin rocket thruster engines,
but later, more advanced mod-
els used a wing assembly that
attached to an agent’s body ar-
mor. S.H.I.E.L.D. agents used
these flight packs during assault
drops from the S.H.I.E.L.D. Heli-
carrier and they became particu-
larly useful during S.H.I.E.L.D.s
numerous battles against the
terrorist organization known as
HYDRA. A special S.H.I.E.L.D.
detachment known as the
Godzilla Squad also used flight
packs in their mission to safe-
guard American interests from
the threat of the giant monster
Godzilla. Following the “Civil
War”, the flight packs were incor-
porated into an agent’s body ar-
mor and were first deployed over
Kirikhstan in an effort to stop the
rogue S.H.I.E.L.D. scientist Nico-
las Weir and the mutated Over-
kill Horn. These models were FLYING CAR: MARK V
first used by the impromptu flight The Standard issue S.H.I.E.L.D.
unit dubbed “Tim Dugan’s Flying vehicle was the Flying Car Mark
Commandos”. V originally designed by Anthony
Warn either as a belt-pack or a Stark at Stark Industries. There
back-pack, allows the wearer to were approximately
fly at Excellent speeds. All limita- 2,000 of these automobiles
tions on flight apply to the wear- in use by S.H.I.E.L.D. agents
er, and Agility FEATs required worldwide. The Mark V was
are at one CS lower. equipped with various electron-
ic intelligence, communications,
The S.H.I.E.L.D. Flight Pack has and reconnaissance gear. The
the following statistics: S.H.I.E.L.D. Flying Car has the
following statistics:
Type: Air
Control: EX(20) Type: Land/ Air/ Water
Control: RM(30)
Body: EX(20) Land Speed: RM(30)
Air Speed: IN(40)
Body: EX (20)
KNOWN POWERS:
Armor: The Flying Car’s armor
gave it EX(20) protection versus
Physical attacks and RM(30)
protection versus Energy at-
tacks.
Flight: The car could fly at IN(40)
speeds. Its maximum strategic
range was 550 miles (fully load-
ed).
Its service ceiling was 50,000
feet.
Submersible: The car could pro-
pel itself underwater at GD(10)
72

speeds.
Sustenance: The car could re-
main submerged for 5 hours on
battery power. The oxygen sup-
ply was twice that or 10 hours.
Weapons:
20-mm Electric Cannon: (Front
mounted) The 20-mm cannon
did RM(30) damage and had a
range of 10 Areas.
30-mm Radar-Guided Electric
Cannon: (380 degree rear hatch
turret) The 30-mm fired itself with
a Control rank of RM(30). It did
IN(40) damage over its 10-Area
range.
Air-to-Air Guided Missiles: Each
missile had the following statis-
tics:
Body: EX(20)
Control: RM(30)
73
Speed: EX(20)
Damage: IN(40)
Detection: The S.H.I.E.L.D. car
has a variety of electronic de-
tection devices including sonar,
radar, infrared, and so forth that
function at RM(30) rank.
Ejection seat: Both seats have
ejector capacity.
JIMMY WOO’S CAR:
A car owned by Jimmy Woo.
It was later modified by Bob
Grayson to transform it into a
flying car, and installed with a
device to open portals into the
Dragon’s Corridor. Jimmy’s Car
has the following statistics:
Type: Land/ Air/ Water
Control: RM(30)
Land Speed: RM(30)
Air Speed: IN(40)
Body: EX (20)
KNOWN POWERS:
Armor: The Flying Car’s armor
gave it EX(20) protection versus
Physical attacks and RM(30)
protection versus Energy at-
tacks.
Flight: The car could fly at IN(40)
speeds. Its maximum strate-
gic range was 550 miles (fully
loaded). Its service ceiling was
50,000 feet.
Submersible: The car could pro-
pel itself underwater at GD(10)
speeds.
Sustenance: The car could re-
main submerged for 5 hours on
battery power. The oxygen sup-
ply was twice that or 10 hours.
Weapons:
20-mm Electric Cannon: (Front
 pel itself underwater at GD(10)
speeds.
Sustenance: The car could re-
main submerged for 5 hours on
battery power. The oxygen sup-
ply was twice that or 10 hours.
Weapons:
20-mm Electric Cannon: (Front
mounted) The 20-mm cannon
did RM(30) damage and had a
mounted) The 20-mm cannon S.H.I.E.L.D., this version is ca- range of 10 Areas.
did RM(30) damage and had a pable of achieving orbit to reach 30-mm Radar-Guided Electric
range of 10 Areas. S.W.O.R.D. Headquarters, The Cannon: (380 degree rear hatch
30-mm Radar-Guided Electric Peak. The S.W.O.R.D. Flying Car turret) The 30-mm fired itself with
Cannon: (380 degree rear hatch has the following statistics: a Control rank of RM(30). It did
turret) The 30-mm fired itself with Type: Land/ Air/ Water/ Space IN(40) damage over its 10-Area
a Control rank of RM(30). It did Control: RM(30) range.
IN(40) damage over its 10-Area Land Speed: RM(30) Air-to-Air Guided Missiles: Each
range. Air Speed: IN(40) missile had the following statis-
Air-to-Air Guided Missiles: Each Body: EX (20) tics:
missile had the following statis-
tics: KNOWN POWERS: Body: EX(20)
Armor: The Flying Car’s armor Control: RM(30)
Body: EX(20) gave it EX(20) protection versus Speed: EX(20)
Control: RM(30) Physical attacks and RM(30) Damage: IN(40)
Speed: EX(20) protection versus Energy at-
Damage: IN(40) tacks. Detection: The S.H.I.E.L.D. car
Flight: The car could fly at IN(40) has a variety of electronic de-
Detection: The S.H.I.E.L.D. car speeds. Its maximum strategic tection devices including sonar,
has a variety of electronic de- range was 380,000 feet. “Low radar, infrared, and so forth that
tection devices including sonar, Earth Orbit” (LEO), (fully loaded). function at RM(30) rank.
radar, infrared, and so forth that Submersible: The car could pro-
function at RM(30) rank.

Ejection seat: Both seats have

ejector capacity.

Dragon’s Corridor Portal Open-

er: The Dragon’s Corridor was
an alternate dimension used
by the Atlas Foundation for fast
travelling due to the large num-
ber of portals to different points
in Earth within it.: RM(30)

S.W.O.R.D. FLYING CAR:

Very similar to the design for
74
Ejection seat: Both seats have Stealth mode: S6/Blending: The EX (20) rank.
ejector capacity. vehicle has the ability to match Weapons:
its color exactly to its surround- 20-mm Electric Cannon: (Front
ings. This tech functions as a mounted) The 20-mm cannon
NICK FURY’S CAR: practical invisibility. The vehi- did RM(30) damage and had a
The car owned by Nick Fury. cle’s outline and contours are range of 10 Areas.
S.H.I.E.L.D.’s scientists utilized a still detectable if the observer is 30-mm Radar-Guided Electric
clear fiber glass-like material to very careful. The Stealth mode is Cannon: (380 degree rear hatch
fabricate an entire Ferrari 330/ most effective if the operator is in turret) The 30-mm fired itself with
P4 Berlinetta. Because of this low light or at a distance from the a Control rank of RM(30). It did
unique substance, the tricked viewer. Variables include speed IN(40) damage over its 10-Area
out car is invisible up to 100-feet and complexity of color change. range.
away and underwater. Addition-
ally, the car’s super-stealth was
kicked up a notch when Fury
doned an invisible tracksuit/hel-
met combo. It was later modified
using more modern technolo-
gies . Now the entire chassis is
covered in S.H.I.E.L.D. stealth
tech microtiles to simulate invis-
ibility. The car has the following
statistics:

Type: Land/ Air/ Water

Control: RM(30)
Land Speed: RM(30)
Air Speed: IN(40)
Body: EX (20)

KNOWN POWERS:
Armor: The Flying Car’s armor
gave it EX(20) protection versus
Physical attacks and RM(30)
protection versus Energy at-
tacks.
Flight: The car could fly at IN(40)
speeds. Its maximum strate-
gic range was 550 miles (fully
loaded). Its service ceiling was
50,000 feet.
Submersible: The car could pro-
pel itself underwater at GD(10)
speeds.
Sustenance: The car could re-
main submerged for 5 hours on
battery power. The oxygen sup-
ply was twice that or 10 hours.
75
Air-to-Air Guided Missiles: Each
missile had the following statis-
tics:
Body: EX(20)
Control: RM(30)
Speed: EX(20)
Damage: IN(40)
Borer Bomb: Fired from the rear
hatch of the car, this projectile
bomb has a powerful electro-
magnet that allows it to bond
to its target, as well as a boring
drill which allows it to penetrate
armor. The Borer Bomb deto-
nates with an explosive force of
RM(30) rank.
Detection: The S.H.I.E.L.D. car
has a variety of electronic de-
tection devices including sonar,
radar, infrared, and so forth that FLOATER:
function at RM(30) rank.
Ejection seat: Both seats have by S.H.I.E.L.D. to scan the skies The Helicarrier:
ejector capacity.
Normal Damage: 10 pts Slug-
fest damage
Rate of Fire: 1 shots/round
Number of Shots: 12/power
pack
Detection: The S.H.I.E.L.D.
Floater has a variety of electron-
ic detection devices including
sonar, radar, infrared,
and so forth that function at
RM(30) rank.
A.K.A. S.H.I.E.L.D. Floater:
These floaters were employed
looking for the Jack of Hearts. Location: Mobile
Identity: Secret
The S.H.I.E.L.D. Floater has the History: (See P.43)
following statistics:
Type: Air
Control: RM(30)
Air Speed: EX(20)
Body: EX (20)
KNOWN POWERS:
Armor: The Floater’s armor gave
it EX(20) protection versus Phys- HIGH-SPEED HOVER JET: Nick
ical attacks and RM(30) protec- Fury’s team was transported via
tion versus Energy attacks. S.H.I.E.L.D.’s new High-Speed
Flight: The Floater could fly at Hover Jet to a confirmed Hydra
EX(20)speeds. base. It has a capacity of 4 pilots
Weapons: and 24 troops.
Built In Concussion Rifle:
Price: NA/50r The S.H.I.E.L.D. High-Speed
Range: 7 Areas Hover Jet has the following sta-
tistics:
76
 protection versus Energy at-
Type: Air tacks.
Control: RM(30) Flight: The Hoverflier could fly at
Air Speed: IN(40) RM(30) speeds.
Body: EX (20) Weapons:
Twin Front Mounted Laser Can-
KNOWN POWERS: nons: The laser cannon was a
Armor: The High-Speed Hover S.H.I.E.L.D. weapon used in the
Jets’ armor gave it EX(20) pro- HOVERFLIER: first encounter with Godzilla, in
tection versus Physical attacks A S.H.I.E.L.D. Hoverflier is a Alaska. While it did pain and en-
and RM(30) protection small two-man hover craft ca- rage him, it did no lasting dam-
versus Energy attacks. pable of low-level atmospheric age and was turned into molten
Flight: The High-Speed Hover flight. Designed for maneuver- slag by a single blast of radioac-
Jets could fly at IN(40) speeds. ability, it’s functions are similar tive breath.
Weapons: to that of an Avengers Quinjet.
Twin Front Mounted Laser Can- The Hoverfliers are based on Price: NA/150r
nons: The laser cannon was a designs originally developed Range: 20 areas
S.H.I.E.L.D. weapon used in the by Stark Industries. Each Hov- Normal Damage: RM(30) ener-
first encounter with Godzilla, in erflier is equipped with VTOL gy, S&T
Alaska. While it did pain and en- capability, turbojet engines and Rate of Fire: 1/round
rage him, it did no lasting dam- twin cannons mounted beneath Number of Shots: Unlimited/
age and was turned into molten the front of the undercarriage. Slaved to vehicles’ power supply.
slag by a single blast of radioac- S.H.I.E.L.D.. maintains a supply Design Notes:
tive breath. of these vehicles in a special • Excellent strength material.
hangar bay on the S.H.I.E.L.D.
Price: NA/150r Helicarrier. The Hoverfliers were Detection: The S.H.I.E.L.D. Hov-
Range: 20 areas often used during the numerous erfliers have a variety of elec-
Normal Damage: RM(30) ener- instances when the Hulk was tronic detection devices includ-
gy, S&T seen attacking major popula- ing sonar, radar, infrared,
Rate of Fire: 1/round tion centers. They were also de- and so forth that function at
Number of Shots: Unlimited/ ployed when the mutated mon- RM(30) rank.
Slaved to vehicles’ power supply. ster known as Godzilla attacked
Design Notes: New York City. Hoverfliers are not
• Excellent strength material. to be confused with hover-cars,
such as the type routinely used
Detection: The S.H.I.E.L.D. High- by Special Agent Jimmy Woo.
Speed Hover Jets have a variety The S.H.I.E.L.D. Hoverflier has
of electronic detection devices the following statistics:
including sonar, radar, infrared,
and so forth that function at Type: Air
RM(30) rank. Control: RM(30) JET:
Air Speed: RM(30) A jet used for quick transport
The High-Speed Hover Jet also Body: EX (20) and attack missions by agents of
has a Cloaking field at RM(30) S.H.I.E.L.D.
rank. KNOWN POWERS: The S.H.I.E.L.D. jet has the fol-
Armor: The Hoverfliers’ armor lowing statistics:
gave it EX(20) protection versus
Physical attacks and RM(30) Type: Air

77
Control: EX(20) cret Warriors. Stark asked Ms. Marvel to lead
Air Speed: RM(30) the Mighty Avengers, she agreed
Body: EX(20) The S.H.I.E.L.D. Jump jet has on one condition: that she would
the following statistics: also run Operation: Lightning
KNOWN POWERS: Storm - a special strike force to
Armor: The jets’ armor gave it Type: Air find and eliminate super-pow-
EX(20) protection versus Phys- Control: EX(20) ered threats before they became
ical attacks and RM(30) protec- Air Speed: RM(30) Avengers-level problems. The
tion Body: EX (20) group would have full autono-
versus Energy attacks. my, but also full access to the
KNOWN POWERS:
Flight: The jet could fly at RM(30) resources of S.H.I.E.L.D. To en-
speeds. Armor: The Jump jets’ armor able the team to move around,
Weapons: gave it EX(20) protection versus Director Stark loaned them the
Twin Front Mounted Laser Can- Physical attacks and RM(30) use of Minicarrier 13.
nons: The laser cannon was a protection versus Energy at-
S.H.I.E.L.D. weapon used in the tacks. Normally operating out of New
first encounter with Godzilla, in Flight: The Jump jet could fly at York City airspace, the craft trav-
Alaska. While it did pain and en- RM(30) speeds. eled to many locations around
rage him, it did no lasting dam- Weapons: the planet, including Anderson,
age and was turned into molten Twin Front Mounted Laser Can- Indiana; Seattle, Washington;
slag by a single blast of radioac-nons: The laser cannon was a and Puerto Maravilla, Chile.
tive breath. S.H.I.E.L.D. weapon used in the
first encounter with Godzilla, in The Minicarrier suffered damage
Price: NA/150r Alaska. While it did pain and en- when Ms. Marvel was attacked
Range: 20 areas rage him, it did no lasting dam- by the alien creature Cru. With
Normal Damage: RM(30) ener- age and was turned into molten minimal repairs, it followed the
gy, S&T slag by a single blast of radioac- alien to Monster Isle, where it
Rate of Fire: 1/round tive breath. was instrumental in preventing
Number of Shots: Unlimited/ the spread of a new Brood col-
Slaved to vehicles’ power supply. Price: NA/150r ony.
Design Notes: Range: 20 areas
• Excellent strength material. Normal Damage: RM(30) ener- After returning to New York, the
gy, S&T Lightning Storm team used the
Detection: The S.H.I.E.L.D. jets Rate of Fire: 1/round Minicarrier to capture a Skrull
have a variety of electronic de- Number of Shots: Unlimited/ that was masquerading as Ms.
tection devices including sonar, Slaved to vehicles’ power supply. Marvel, but the Skrull managed
radar, infrared, Design Notes: to detonate a bomb that crashed
and so forth that function at • Excellent strength material. and mostly destroyed the craft.
RM(30) rank. The Minicarrier was presumably
Detection: The S.H.I.E.L.D. Jump scrapped after that.
jets have a variety of electronic
detection devices including so- Notes: The craft had a standing
nar, radar, infrared, and so forth force of S.H.I.E.L.D. armored
that function at RM(30) rank. troops - possibly a team of
Cape-Killers, along with a resi-
dent medical doctor.
JUMP JET:
MINICARRIER 13: Propulsion for the Minicarrier
The primary transport of the Se-
When S.H.I.E.L.D. Director Tony was from two small-scale hov-
78
er-engines, of the same type that first encounter with Godzilla, in
are used on the main S.H.I.E.L.D. Alaska. While it did pain and en-
Helicarrier. These enabled the rage him, it did no lasting dam-
Minicarrier to hover in place in- age and was turned into molten
definitely, and at top speed could slag by a single blast of radioac-
travel faster than Ms. Marvel or tive breath.
Wonder Man could fly.
Price: NA/150r
The S.H.I.E.L.D. Minicarrier 13 Range: 20 areas
has the following statistics: Normal Damage: RM(30) ener- S.H.I.E.L.D. SHUTTLE:
gy, S&T The S.H.I.E.L.D. Sor-One: Ster-
Type: Air Rate of Fire: 1/round nberg was used by Nick Fury,
Control: GD(10) Number of Shots: Unlimited/ G.W. Bridge, Alexander Pierce
Air Speed: RM(30) Slaved to vehicles’ power supply. and Network Nina to board and
Body: EX(20) Design Notes: infiltrate Graymalkin. When the
• Excellent strength material. space station was about to ex-
KNOWN POWERS: plode, the S.H.I.E.L.D. opera-
Armor: The Minicarrier 13’s ar- Detection: The S.H.I.E.L.D. Mini- tives and the X-Force were tele-
mor gave it EX(20) protection carrier 13’s have a variety of ported back to the shuttle by Lila
versus Physical attacks and electronic detection devices in- Cheney.
RM(30) protection versus Ener- cluding sonar, radar, infrared,
gy attacks. and so forth that function at Many years later, a S.H.I.E.L.D.
Flight: The Minicarrier 13 could RM(30) rank. shuttle was used by the Illumina-
fly at RM(30) speeds. ti to send the Hulk into space.
Weapons: The Minicarrier 13 also has a After it crash-landed on Sakaar,
Twin Front Mounted Laser Can- Cloaking field at RM(30) rank. the ship was then retrieved and
nons: The laser cannon was a studied by the Sakaaran Imperi-
S.H.I.E.L.D. weapon used in the als.
The shuttle’s warp core even-
79
tually breached and when it ex- Price: NA
ploded, a wave of nuclear ener- Range: 5 areas
gy spreaded across the planet, Normal Damage: EX(20) ener-
killing millions. gy, S&T
Rate of Fire: 1/round
The S.H.I.E.L.D. Shuttle has the Number of Shots: 50 total/ pow-
following statistics: er cell.
• Excellent strength material.
Type: Space
Control: GD(10) STANE INTERNATIONAL Detection: The Land Attack Vehi-
Air Speed: Shift Z MARK XIV LAND ATTACK cles have a variety of electronic
Body: RM(30) VEHICLE: detection devices including so-
History of vehicle is unknown. nar, radar, infrared,
KNOWN POWERS: The Stane International Mark and so forth that function at
Armor: The Shuttles armor XIV Land Attack Vehicle has the RM(30) rank.
gave it RM(30) protection versus following statistics:
Physical and Energy attacks. This vehicle can also act as a
Flight: The Shuttle could fly at Type: Off-Road troop transport carrying up to 24
Shift Z speeds in space. Control: GD(10) troops.
Weapons: Land Speed: GD(10)
Twin Front Mounted Laser Can- Body: IN(40)
nons: The laser cannon was a UNDERGROUND SPEED
S.H.I.E.L.D. weapon used in the KNOWN POWERS: CAR:
first encounter with Godzilla, in Armor: The Stane International The speed car runs along an
Alaska. While it did pain and en- Mark XIV Land Attack Vehicle’s underground pneumatic track
rage him, it did no lasting dam- armor gave it IN(40) protection from Manhattan to a private
age and was turned into molten versus Physical and Energy at- S.H.I.E.L.D. airport in the out-
slag by a single blast of radioac- tacks. skirts of Baltimore and can make
tive breath. this distance in 18 minutes! The
Weapons: Underground Speed Car has the
Price: NA/150r Concussion Cannon: This is a following statistics:
Range: 20 areas massive and powerful cannon
Normal Damage: RM(30) ener- that fires bursts of concussive Type: Air
gy, S&T force. Control: N/A
Rate of Fire: 1/round Price: NA/150r Air Speed: UN(100)
Number of Shots: Unlimited/ Range: AM(50) Body: EX(20)
Slaved to vehicles’ power supply. Normal Damage: IN(40) Con-
Design Notes: cussive KNOWN POWERS:
• Excellent strength material. Rate of Fire: 1/round Armor: The cars’ armor gives it
Number of Shots: Unlimited/ EX(20) protection versus Phys-
Detection: The S.H.I.E.L.D. Shut- Slaved to vehicles’ power supply. ical attacks and RM(30) protec-
tles have a variety of electronic Design Notes: tion versus Energy attacks.
detection devices including so- • IN(40) Material strength. Flight: The car can fly at UN(100)
nar, radar, infrared, speeds.
and so forth that function at Hunter Drones: The Land Attack Inertial dampener: This is a
RM(30) rank. Vehicle is capable of launching force field that allows the occu-
small offensive hover drones, pants to withstand the G-forces
each armed with a laser. of travelling at such high speeds.
80

Price: N/A
Range: See above
Design Notes:
• Excellent strength material.
MISC: This section contains all
sorts of miscellaneous devices
and equipment created by the
world’s greatest intelligence
organization.
ABSORBO-BELT:
History: As a S.H.I.E.L.D. Su-
per-Agent, the Vamp wore an
absorbo-belt that, through un-
known means, enabled her to
duplicate within herself the phys-
ical strength and athletic skills
of a person within a certain but
unrevealed radius of herself for
a brief period of time, the length
of which has not been revealed.
There is no evidence that the
absorbo-belt could enable the
Vamp to gain superhuman
strength, other kinds of super-
human abilities, or non-physical
abilities.
It is known that the absorbo-belt
could not duplicate the superhu-
man strength of the Hulk.
KNOWN POWERS: The Absor-
bo-Belt permitted Vamp to dupli-
cate the physical non-superhu-
man abilities of other individuals
within 1 area of her. These in-
cluded:
* Duplication of Strength, up
to RM rank, with no effect on
Health; and
* Duplication of Fighting and
Weapon Talents.
Material Strength: EX (20)
Power Rank: RM (30)
Range: Wearer only
81
ANALYTICAL UNIT FOR TAB-
ULATION OF ORIGIN FAC-
TORS AND COMPUTATION:
A.K.A. A.U.T.O.F.A.C.
History: A.U.T.O.F.A.C. was a
giant computer created to calcu-
late data for S.H.I.E.L.D.. While
the A.U.T.O.F.A.C. computer
works out the true identity of the
Supreme Hydra, Nick Fury plans
to have Agent Bronson transport
Laura Brown to S.H.I.E.L.D.’s
West coast HQ. Just in time as
moments later, he’s attacked
by The Dreadnought, a deadly
8ft tall Hydra killer robot. Laura
suspects Bronson may be the
Supreme Hydra himself, and
her suspicions are confirmed by
A.U.T.O.F.A.C., but before she
can pass on the info, Bronson
overpowers her. Fury just bare-
ly manages to beat The Dread-
nought, but finds Laura is miss-
ing and A.U.T.O.F.A.C. names
her as the Supreme Hydra.
ASBESTOS SUIT:
History: Asbestos Suit is a
flame-resistant suit used by fire-
men and others dealing in fiery
and high temperature situations.
It provides Remarkable protec-
tion from heat and fire, and is
made of Good material. Material Strength: EX (20) weapon.
Material Strength: GD(10) Power Rank: AM (50)
Power Rank: RM(30) Protection Range: Hand to hand. Material Strength: EX (20)
from Heat and Fire. Power Rank: EX (20)
Range: N/A Range: 3 Areas)
CALTROPS:
History: Caltrops are small,
BETA CLOTH: dart-like jacks that are scattered
History: Beta-Cloth is a light- to avoid pursuit. They inflict Poor
weight material worn by agents Edged Attack on those that step
of S.H.I.E.L.D. It provides Typical on them (but are non-lethal -- no
protection from physical attacks, Kill results). For road and off-
Excellent protection from heat road vehicles that use tires, the
and radiation. caltrop acts as an Edged Attack
of Excellent damage, and imme- COMBAT BATON:
Material Strength: TY(6) diately forces a Control FEAT. History: Brandished by Nick
Power Rank: Typical protection S.H.I.E.L.D. offers a caltrop Fury himself against the mu-
from physical attacks, Excellent package as one of the defensive tant known as Wolverine in the
protection from heat and radia- options on their flying cars. Hawaiian islands. This baton is
tion made of steel and incorporates
Range: N/A Material Strength: TY(6) a pressurized steel restraining
Power Rank: PR(4), see above. cable release.
Range: N/A/ Material Strength: EX (20)
Power Rank: EX (20)
Range: 1 Area)
CAMERA:
History: Camera represents the
standard photographer’s tool. COMM-LINKS: (Radio, Walk-
BIO-ELECTRIC ZAPPER: More expensive versions are ie-Talkie, etc.)
History: This little beauty was available with higher definition. History: Comm-links have
used by Nick Fury against Wol- Camera accessories would in- long been used by S.H.I.E.L.D.
verine in the Hawaiian Islands. clude film (Feeble cost), flash agents in the field so that teams
The Zapper functions similarly (normal or halogen, as flash- may discretely coordinate ef-
to a taser, except that it deliv- light), and special lens, such as forts and execute complex op-
ers a significantly more power- telephoto lens (Good cost). erations more quickly. There
ful charge. The Zapper does no have been many versions since
damage, but those hit must make Material Strength: TY(6) S.H.I.E.L.D.’s founding ranging
an Endurance FEAT roll against Power Rank: N/A from the two-way wristwatch
AM(50) intensity stunning. Range: Line of sight. com, to the hidden helmet unit,
Rate of Fire: 1 shot/round to the sleeve cuff mount, to the
Number of Shots: 10 shots/pow- more recent ear-piece. All are
er pack CIGARETTE LASER: designed to be difficult to detect
Design Notes: History: The cigarette laser is and contain the latest in audio/
• Requires one hand to fire. a portable high intensity, light visual communications technol-
• Requires no ammo, operates weight laser tool that can be ogy.
off power pack. used for cutting through hard
• Also called Stunners, Stunnal- materials such as steel, or it Material Strength: TY (6)
ators, and Janglers. can be employed as a last ditch Power Rank: EX (20)

82
Range: IN (40)
Material Strength: EX (20)
(This is the control and battery
CONTAINMENT FORCE units that are centered under the
FIELD: Field.
History: This is a much larger Power Rank: AM (50)
and more powerful version of the Range: See above, Judge’s dis-
personal force field. Designed for cretion.
large scale defense and securi-
ty, a Level-9 Containment Force ELECTROMAGNETIC SCRAM-
field was used by S.H.I.E.L.D. to DISGUISE KIT: BLING PULSE: (Unique weap-
isolate the ground zero of Stam- Includes makeup and prosthet- on)
ford, Connecticut and allowed ics to completely disguise one’s Price: NA
Wolverine to easily track Nitro. identity. EX(20) vs. detection. Range: 3 areas
Normal Damage: None
Later, a Level 5 force field was Rate of Fire: Single shot
set around Monument Circle, Number of Shots: 1
Indianapolis after close to one Design Notes:
hundred people died mutating • The electromagnetic scrambling
after an attack with a DNA bomb. pulse was used by the Friends of
This shield uses Zero-point En- Humanity to disable the armors
ergy. of the government Vault security
KNOWN POWERS: Energy transport team who were moving
shield: This is similar to the type Rusty and Skids from the prison
of field used by the Invisible to the Xavier’s School for Gifted
Woman. It provides protection Youngsters. S.H.I.E.L.D. later
against a variety of forces, in- designed an electron-scrambler
cluding brute force, energy at- made specifically to disrupt the
tacks, and extreme temperature ELECTRO-CHEMICAL Iron Man armor.
conditions. ANALYZERS: • Requires two hands to fire.
History: The Electro-Chemical • EX(20) strength material.
The maximum size of the Con- Analyzers are state of the art
tainment Force Field can cover computers designed to scan
an area the size of a large town. and analyze forensic samples EMP JOY BUZZER:
. The energy shield completely on sight. Variants have also History: The EMP Joy Buzz-
absorbs any attack which has been used at entry points into er creates an electromagnetic
an Intensity equal to or less than S.H.I.E.L.D. facilities to veri- pulse that has a 10ft range radi-
the Power’s rank number. If the fy identity. These are the “most us. As with all EMPs, the pulse
Intensity is higher, it is reduced thorough electro-chemical ana- disrupts all electrical applications
by the Power’s rank number. The lyzers known to science!” They within its range. Although the
remaining Intensity breaches the include full spectrum scans in- buzzer was made in the 1940’s,
Containment Force Field and af- cluding X-Ray, Ultra-violet, and it was powerful enough to disrupt
fects anyone within by this dimin- Infra-red radiation. Garrett’s cybernetics which were
ished effect. made in the nineties.
Material Strength: EX (20)
The Containment Force Field Power Rank: IN (40) Material Strength: EX (20)
cannot be used to physically at- Range: Immediate (1 Area) Power Rank: EX (20)
tack or to handle solid materials. Range: 1 Area (10 feet max.)
83
 within by this diminished effect.
Taskmaster managed to ac-
quire a similar device from The energy shield cannot be
S.H.I.E.L.D., possibly the cooled used to physically attack or to
plasma version or another ver- handle solid materials. Howev-
sion of it. Not only does it sup- er, the hero can develop Power
plement his Adamantium dupe stunts which reflect its special
of Captain America’s Shield, but nature.
Taskmaster has used it for ener- The hero can form shields to
gy “claws” and to simulate Spi- protect distant targets at +2CS
der-Man’s Web-Shooters. range.
Material Strength: EX (20) (This
Stark’s S.K.I.N. armor combined is the control unit that’s worn on
an energy blade and shield; this the wrist.
ENERGY SHIELD: shield could be expanded to cov- Power Rank: AM (50)
History: The earliest form was er the entire armor. Range: 3 Area projection range.
used by a member of the Raid-
ers and later adopted by Iron After Steve Rogers replaced
Man. These emitted photons into Norman Osborn, he began us-
a small round shape and were ing a new energy shield, as the
generally a supplement to the real shield was being used by
rest of their armor’s defenses. Captain America. This shield
uses Zero-point Energy. Buck
U.S. Agent received a photon Lime acquired a Zero-point En-
shield when he joined Force ergy Shield generator for Moon
Works; it could be activated by Knight. EPIDERM-MASK MACHINE:
voice command. Around this History: the Epiderm-Mask Ma-
time S.H.I.E.L.D. produced its KNOWN POWERS: Energy chine can create and mold a new
own design using cooled plasma. shield: This is similar to the type synthetic face directly on top of
Captain America briefly used the of field used by the Invisible your real face. Originally used
plasma shield while in exile. Not Woman. It provides protection by the Supreme Hydra to mask
only were they useful protection, against a variety of forces, in- his identity as Fury’s WWII arch-
but the shields could be used as cluding brute force, energy at- nemesis Baron Strucker, Fury
controllable projectile weapons. tacks, and extreme temperature later used the device to disguise
conditions. It can be projected himself as Baron Strucker, then
An updated version of the plas- and used for a variety of Power used it on Baron Strucker to dis-
ma shield with a flexible contain- stunts. guise him as Nick Fury Disguised
ment matrix was given to Steve As Baron Strucker. S.H.I.E.L.D.
Rogers by Sharon Carter while The maximum size of the ener- has since coopted the technolo-
his normal shield was being re- gy shield is about 3’ in diameter. gy.
paired. This shield can morph The energy shield completely
into other forms if needed, such absorbs any attack which has Material Strength: TY (6)
as a staff, sword, or rope. It could an Intensity equal to or less than Power Rank: EX (20)
even take on the design of his the Power’s rank number. If the Range: N/A
old shield. This shield was later Intensity is higher, it is reduced
carried by the time traveler Pri- by the Power’s rank number. The
max when he took up the mantle remaining Intensity breaches the
of Captain America. energy shield and affects anyone
84
 History: Fire Hoses have been flashlight is the type most com-
used as riot control devices, and mon, with a plastic or metal
inflict 10 points Blunt Attack at a body. The Halogen flashlight has
range of one area, and can be a brighter bulb and more con-
considered as fire bursts. Against centrated beam, and blinds with
fire and flaming characters, the a more powerful Intensity. Nor-
EXPLODING WARDROBE: water from a fire hose is consid- mal flashlight has a range of two
History: Many years ago, ered Remarkable Intensity. areas, the halogen three.
S.H.I.E.L.D. scientists equipped
Nick Fury with a number of Material Strength: TY (6) Material Strength: TY (6)
handy gadgets built into his Power Rank: RM (30) Power Rank: Normal: TY(6).
wardrobe, just in case he need- Range: 1 Area (Contact) Halogen: RM(30).
ed to get himself out of a sticky Range: Normal: 2 Areas. Halo-
situation. This includes a shirt gen: 3 Areas.
that explodes when exposed FLAK JACKET:
to slight heat, which Nick once History: Flak Jackets are worn
used to escape from a HYDRA by police in special situations
prison cell. Since that time, the and by SWAT teams. These jack-
exploding wardrobe technology ets provide Good protection from
has been made available to se- physical damage.
lect undercover agents as a last
ditch resort. Material Strength: GD(10)
Power Rank: GD(10) Protection
Material Strength: TY (6) from Physical damage.
Power Rank: EX (20) Range: N/A
Range: 1 Area (Contact)

FLARE PISTOL: GAS BELT:

FIRE EXTINGUISHERS: History: Flare Pistols fire a History: Another oldie but a
History: Fire Extinguishers in- burning charge that lights the goodie, Nick Fury used the Gas
flict no damage normally, but sky, either to provide illumination Belt against Wolverine in the Ha-
against fire are of Good Intensity (lighting all areas within three) or waiian Islands. This belt contains
(eliminate fire of Typical Intensi-as a signal device (fired 10 floors micro compartments containing
ty or less in the same area on a straight up). Used as a weapon, pressurized stun gas, which can
green FEAT, of Good Intensity the device has a range of two ar- be released at the push of a but-
on a yellow, and up to Excellent eas, and inflicts Good damage. ton. The belt contains Amazing
on a red). Against characters The charge is incendiary and will potency stun gas, but the gas
with flaming powers, such as the ignite flammable material. also blinds the opponent at the
Human Torch, the extinguisher same power rank.
causes a FEAT roll against that Material Strength: TY(6) • May be used only against an
Intensity to retain flame. Power Rank: GD(10) opponent being grappled by the
Range: See above. wearer.
Material Strength: TY (6)
Power Rank: EX (20) Material Strength: EX (20)
Range: 1 Area (Contact) FLASHLIGHT: NORMAL/ Power Rank: AM (50)
HALOGEN: Range: 1 Area
History: Flashlights are com-
FIRE HOSES: mon to all readers. The normal
85
GAS MASK:
History: The Gas Mask allows
the wearer to breathe and act
normally in conditions of smoke,
tear gas, or knock-out gas. It
does not allow clear vision in
these areas, however, only nor-
mal movement.
Material Strength: TY (6)
Power Rank: GD(10)
Range: N/A
personal computer may be con-
sidered to have EX Reason for
problem solving, analysis, etc.
This computer has a direct link
to S.H.I.E.L.D. HQ and their da-
tabase via high-speed modem,
though data access is restrict-
ed by rank. (Judge’s discretion.)
This computer has also been
hardened against electromag-
netic attacks. It has an EX(20)
Resistance to Energy attacks.
the wearer resembles a flying
squirrel. The harness allows the
wearer to make gliding descents
from higher altitudes and land
safely.
Material Strength: EX (20)
Power Rank: EX (20)
Range: N/A

Material Strength: GD (10)

Power Rank: EX(20) Reason
for problem solving & analysis,
EX(20) Resistance to Energy at-
tacks.
Range: N/A
HULK PLUG-IN:
History: The Bannerman
Gene-Enhancement Package
was developed by S.H.I.E.L.D.,
and equipped on the cloned su-
per-soldiers known as United
Nations Bannermen, the Securi-
HAND-HELD HYPNO-BEAM: ty Council’s first-strike option, as
History: Nick Fury once used a part of their Gamma-enhanced
hand-held hypno-beam on two function.
captured Hydra agents. This im-
pressive bit of S.H.I.E.L.D. tech A wrist-mounted, surgically im-
can provide just the break a planted device later created by
field agent might need. The vic- S.H.I.E.L.D. was polished by
tim must be looking forward at A.I.M. and allowed its user to
the operator of the Hypno-beam gain the appearance and the
when it is employed. powers of a Hulk. The device
could be activated for an entire
Material Strength: EX (20) hour once every 36 hours.
Power Rank: EX (20)
Range: Immediate (1 Area) U.S. Hulk Operations later devel-
HAWK (HIGH ALTITUDE WING oped a drug based on the Hulk
KITE) HARNESS: Plug-In and injected it in Carl
History: The Hawk Harness
HARDENED S.H.I.E.L.D. Creel. The drug enhanced his
was once used by Nick Fury
PERSONAL COMPUTER W/ physical attributes and allowed
on a mission. When activated,
DATALINK: him to absorb gamma energy to
the harness releases expand-
History: This is a significant- defeat the Hulk, as well as turn-
ing sections of a specially de- ing his skin red.
ly upgraded version of the per-
signed fabric from beneath the KNOWN POWERS:
sonal computer. The Hardened
arms down to the ankles so that
86
See MU2 GHOTMU P. 135
Material Strength: EX (20) Newton administered it to Nos-
tradamus in 1652, which kept the
seer alive and also kept his pro-
phetic gifts intact until Nostrada-
mus took the Elixir of Immortality
three hundred years later.
INCENDIARY DISK: Nick Fury was seriously wound-
History: This quarter sized in- ed in France during World War
cendiary device was originally II. He was saved in part due to
created by Agent Jasper Sitwell. Professor Sternberg’s Infinity
Formula. Fury must be inoculat-
Material Strength: EX (20) ed by the serum every year or he
Power Rank: EX (20) will age dramatically. Since Fu-
Range: Thrown. ry’s first inoculation, the Colonel
had to pay a blackmail price to
Sternberg every year to acquire
the serum.
The Infinity Formula substantial-
ly slowed his aging process, and
Fury was thrust with a double
edged sword: although his life
was saved, the consequences of
the Infinity Formula would haunt
him throughout his life as he
would see many friends age and
die, as well as become the target
of various villains seeking his se-
cret. Dr. Sternberg himself was
INFINITY FORMULA: A.K.A. not immune to taking advantage
The Forever Compound of Fury’s delicate situation, basi-
cally holding Fury’s life for ran-
History: The Forever Compound som starting in 1946, every year
is an alchemical serum produced through 1976 by charging Fury a
by the Brotherhood of the Shield. high fee for more of the serum.
It is a diluted form of the Elixir
of Immortality developed by Sir However, Steel Harris killed
Isaac Newton in 1652. the Professor and took posses-
sion of the serum. He decided
While it still retains the life-pro- to blackmail Fury even further
longing properties of its parent by making demands to become
elixir, it doesn’t keep any of the immersed in SHIELD and oth-
other properties. In particular, er National Security briefings.
it does not prevent the mind or Nick found Harris in Las Vegas
body of the person injected with and battled him and his minions.
it from decaying. Even though the Colonel defeats
87
Harris and his thugs, the future
indeed looked bleak for Fury as
he began to incredibly age (from
not receiving an inoculation of
the Infinity Formula). However,
the timely intervention of Val de
Fontaine saved the day. Fontaine
had previously liberated the se-
rum from its captors and inocu-
lated Fury just in time to save his
life.
It is seen being used on a
chained Nostradamus, to ensure
that he will live long enough to
go insane due to a combination
of immortality, imprisonment,
and isolation.
Nick Fury’s aging process was
incredibly slowed by taking reg-
ular doses but now he didn’t take
anymore and his sons Nick Fury,
Jr. and Mikel Fury inherited the
effects. However, Fury rapidly
aged after using up the Infinity
Formula in his blood via blood
transfusions to save the life of
Winter Soldier.
INFRA-RED GOGGLES:
History: Infra-Red Goggles are
similar to infra-red sights; these
permit normal vision up to 5 ar-
eas away in dimly lit areas.
Material Strength: TY (6)
Power Rank: Normal: N/A
Range: 5 Areas
INFRA-RED SIGHTS:
History: Infra-Red Sights are a
modification similar to the sniper
sight, may be used for any mis-
sile weapon. These sights permit
the user to see up to 5 areas in
 affected by the loss of his best
friend, Fury decided to put into
work some extremely advanced
Life-Model Decoys which had
been retrofitted with alien tech to
supersede Dugan’s body.

The real Dugan was kept in an

undisclosed location, from where
his consciousness was beamed
to a host LMD, and it would be
transferred to any other spare
united each time one was de-
stroyed. For decades, only Fury
knew of Dugan’s true fate, mak-
the dark. used an LMD’s as decoys. After ing him believe that he had man-
he thwarted another attempt on tained his youth and vigor due to
Material Strength: GD (10) his life he was appointed director using the Infinity Formula.
Power Rank: N/A of S.H.I.E.L.D.
Range: 5 Areas. S.H.I.E.L.D. enacted an intricate
S.H.I.E.L.D. sends out a squad plan to convince Steve Rogers to
of Fury LMD’s in hope they can become Captain America again.
LIFE-MODEL DECOY: A.K.A. be used to track down who’s try- They saved his life using an LMD
LMD, Red Eyes: ing to kill Fury. The Druid’s eggs who was targeted by a sniper
History: ‘Life-Model Decoys destroyed the LMDs. agreed to resume his identity of
often shortened to LMD’s are Captain America.
S.H.I.E.L.D. designed robots, Dum Dum Dugan was shat-
whose skin is made of a rare met- tered when he thought Fury was China stole plans for the LMD
al called Epidurium and whose killed in a fire-bombing attack by from S.H.I.E.L.D. and used them
purpose is to take the form of a A.I.M., only to discover it was for Operation: Replica. They
living person, thus making a du- a LMD. Count Royale and his used the plans to create and
plicate of them. A.I.M. cohorts are amazed at LMD of Captain America. It was
how advanced and convincing sent to the US to battle and re-
In 1961, while in France on a S.H.I.E.L.D.’s LMD’s are, far more place Cap, but it was easily de-
mission for Leonardo da Vin- advanced than their own chemi- feated.
ci, Nick Fury, his brother Jake, cal androids, and determine to
and Thomas Davidson discov- steal one. A squad of A.I.M. men Iron Man’s true identity was dis-
ered a piece of self-replicating break into S.H.I.E.L.D.’s under- covered by the Mandarin he used
technology dating back to the ground base to steal an L.M.D. an LMD into thinking he was
Renaissance. The technology They are stopped by Nick Fury, someone else. He wore a pros-
latched onto Davidson and Jake keeping the LMD technology a thetic mask so when the Man-
Fury, creating robotic duplicates secret from them. darin unmasked him he looked
of both of them. This technolo- like another person. At the same
gy would later be reverse engi- In August of 1966, Dum Dum time he had the LMD call a press
neered into the first LMD’s. Dugan was fatally injured, and conference.
Nick Fury was forced to preserve
Col. Nick Fury was targeted for his body’s last glimmer of life in Madame Masque set an explo-
assassination by Hydra they suspended animation, Deeply sions at Stark Industries, which
88
unintentionally reactivate the
LMD Stark. When Tony returned
to Stark Industries he found the
LMD waiting in his office. It ex-
plains that it will make a better
Tony Stark and Iron Man, and,
having changed Stark’s filed sig-
nature and fingerprints, throws
Stark out as an impostor. With
his identity stolen Tony can’t
cash checks or buy clothes, and
is even kicked out of Avengers
Mansion by Jarvis when he can’t
supply the proper entrance code.
He is chased by the police and
saved by Madame Masque. The
LMD helped Nick Fury and Cap-
tain America subdue a Hydra
base, convincing them both he
was the real Tony. Afterwards he
decided that he must kill Stark.
Midas has Madame Masque pre-
pare the “Impostor Stark” to infil-
trate his company and orders her
to kill him if things don’t go well.
That night they infiltrate Stark In-
dustries but are quickly attacked
by the waiting LMD: Stark pro-
tected Madame Masque and
fights Iron Man. She attempted
to kill Stark as ordered, but can’t.
Iron Man is distracted by two se-
curity guards, giving Stark time
to don his original armor. The
Avengers arrived just in time to
see LMD fall into a smelting pot.
Tony arranged for LMD Unit 6
to temporarily head Stark Inter-
national. LMD Unit 6, believed
to be the true Stark, prepares to
provide technological support in
case of Rigellian invasion via the
alien egg.
When Jarella was removed from
Kai they planned to use a Life
Model Decoy of Jarella and send
it back to K’ai so that everything
will be restored back to normal.
The LMD was destroyed so the
original had to go herself.
When Donald Blake was treating
Captain America after an attack
Iron Man creates a Thor LMD to
take his place. However the ruse
was found out and the the as-
sassin learn of Blake’s alter ego.
In order to find out the limits new
Thing Exoskeleton, by having
him beat up a specially prepared
Life Model Decoy. Ben Grimm
easily knocked the robots head
off.
Captain America was attacked
by an army of Red Skulls. He
was able to defeat them forcing
the lead “Skull” to change back
into Nick Fury and collapse. Cap
told the real Fury that he had
tricked Red Skull: noticing that
the captured Nick Fury wasn’t
sweating, he had realized it was
actually an LMD.
89
The Deltite was a LMD created
by Nazi scientist Dr. Arnim Zola
and based upon the mind of Bar-
on Wolfgang von Strucker. They
had Jake Fury smuggle the LMD
inside of S.H.I.E.L.D. to wreck
havoc at a later date. The Del-
tite was unaware of its origins,
and believed its actions were
self-motivated.
The LMD of Jake Fury would
later go insane and become the
terrorist known as Scorpio while
the LMD of Thomas Davidson
would go undercover with Hydra
as part of Nick Fury’s decades
long plan to subvert the organi-
zation.
Maria Hill also employed them
during her time as director of
S.H.I.E.L.D.
Someone created a large num-
ber of Deadpool Life-Model De-
coys, which attacked him, and
were destroyed by the real Dead-
pool and Red Hulk, who came by
to recruit Deadpool to Code Red.
A second type of LMD not yet
designated for impersonation MUTANT ANALYZER:
duty are called “Red Eyes” and History: A Mutant Analyzer is
are used for high-risk operations. a portable device that may be
used to identify mutants at a
The Livewires’ technology is distance. Range is one area. A
largely based on that of LMDs. mutant analyzer cannot detect a
specific person as a mutant, but
only that a mutant is present. The
MACE: X-Men’s Cerebro unit is a large
History: Mace is a small one-ar- scale version of this device, but
ea weapon that shoots a mist of the portable attachments func-
Typical Intensity tear gas at a sin- tion as listed. Similar devices
gle target adjacent to the user. It have been developed by Forge
does not require an Agility FEAT and installed in various versions
to hit, though the target must of the Sentinels.
make an Endurance FEAT to
avoid the effects. Material Strength: EX (20)
Material Strength: TY (6) Power Rank: AM(50)
Power Rank: TY(6) Range: 3 Areas
Range: N/A
MUTANT NEUTRALIZER:
History: A Mutant Neutralizer
is a device that removes inborn
abilities temporarily or perma-
nently. The range of the device
is 3 areas, and the target gets
an Endurance FEAT to avoid the
effects. Standard time of effect
is 1-10 rounds without power
(abilities drop to Excellent, no
super-human powers permitted,
but Talents and Contacts are
unaffected). The mutant Forge,
working for the Department of
MAGENETIC REPULSOR
Defense, has developed a neu-
WATCH:
tralizer with potentially perma-
History: This is a watch that cre-
nent effects. The only model of
ates a magnetic repulsor field
this neutralizer was destroyed by
around the user which will repel
Jim Rhodes (Iron Man II) but of
bullets and other metallic projec-
course, S.H.I.E.L.D. acquired the
tiles.
plans.
Material Strength: EX (20)
Material Strength: EX (20)
Power Rank: EX (20)
Power Rank: See above.
Range: 1 Area (Contact)
Range: 3 Areas
90
NOISEMAKER:
History: The Noisemaker is a
device that when activated, pro-
duces a sound that distracts the
enemy, allowing the user to do
an opportunity attack. It can be
programmed to emit any num-
ber of sounds including voice re-
cordings.
Material Strength: EX (20)
Power Rank: EX (20)
Range: 3 Areas
PERSONAL COMPUTER:
History: The Personal Com-
puter listed here is the type
commonly available to most
Americans, and is a tool, not
an artificial intelligence, unlike
some more powerful computers.
The personal computer may be
considered to have Poor Reason
for problem solving, analysis,
etc. as it is only as smart as the
information placed inside it. At
Excellent Cost, the user can get
a modem that links his machine
into a net with other machines.
Material Strength: TY(6)
Power Rank: PR(4)
Range: N/A
PLANETARY DEFENSE
SHIELD: A.K.A. Shield:
History: The Planetary Defense
Shield was originally conceived
by the Red Ghost after discov-
ering that harvesting a Chitauri
queen egg on Earth would lure
countless Chitauri to invade the
planet. He devised the force field
as a way to protect the planet
from such an invasion.

Red Ghost’s designs later some-
how ended up in S.H.I.E.L.D.’s
database. When S.H.I.E.L.D.
Director Maria Hill found her-
self indicted for trial and facing
potential discharge from her
position, she asked a group of
S.H.I.E.L.D. scientists to review
all of the organization’s red file
proposals until they discovered
something that, if presented by
her, could absolve her from tri-
al and potential punishment.
The scientists discovered Red
Ghost’s designs, and Hill found
interest in the idea of a planetaryShield to the President of the
force field, particularly in light of
the recent superhuman civil war,
which started due to Thanos’
arrival on Earth, and a looming
Chitauri invasion.
During her trial, Hill presented cause innocent aliens to be-
the idea of the Planetary De- come trapped outside. In spite of
fense Shield, hoping it could turn the potential postponed activa-
tion, construction of the Shield’s
generator began after Senate
Majority Leader Townes helped
garner support in Congress, and
with the help of Governor Hart-
nett, Alpha Flight secured a site
in Michigan.
When the Chitauri were pre-
paring to invade Earth, a Hydra
suicide bomber blew himself
up and damaged the Planetary
Defense Shield. Ironheart and
an A.I. of Iron Man were tasked
with fixing the Shield before the
Chitauri attacked Earth. Sud-
denly, the Shield activated on
its own, much to Ironheart’s and
the A.I.’s surprise. They realized
that the suicide bombing was
only a distraction to make it look
like the Shield was damaged so
some outside source could ac-
the tribunal in her favor, claiming
tivate it to stop the Chitauri in-
it could represent bad publicity
vasion and trap the heroes up
for S.H.I.E.L.D. if she let out that
in Earth Orbit that were holding
they passed the opportunity to
off the invasion. What Ironheart
create such a defense measure
and Iron Man did not know was
against invaders as a conse-
that Steve Rogers was a secret
quence of her deposition. When
Hydra sleeper agent and had
the tribunal refused to play along
tricked Rick Jones into giving
with Hill, she fled from the He-
him the codes needed to control
licarrier with the plans for the
the Shield so he could set up his
Shield, and gave them to Cap-
trap. The Chitauri invasion had
tain Marvel of the Alpha Flight
also been orchestrated by Cap-
space initiative.
tain America, who had found the
Red Ghost’s plans and secured
Captain Marvel later personal-
a Chitauri queen egg. The estab-
ly endorsed the creation of the
lishment of the Shield was only a
part of Captain America’s plan to
United States, requesting com-
neutralize potential adversaries
plete autonomy in its implemen-
during Hydra’s subsequent take
tation, but delayed application
over of the United States.
when an alien refugee situation
presented itself on Earth, out
As Captain America seized con-
of fear that the Shield would
trol of the government, waves of
countless of Chitauri regularly
attempted to reach the Earth.
91
Months into Hydra’s reign, a
army of rebels named the Un-
derground managed to recover
one fragment of a Cosmic Cube.
After managing to establish con-
tact with Alpha Flight and the
heroes trapped on the other
site, they coordinated an attempt
to take down the Shield. Even
though Alpha Flight turned its
space station into a bomb and
crashed it into the Shield, the
force field held the impact. Sam
Wilson’s use of the Cube shard
allowed for Quasar to wake up
from a coma after she had suc-
cumbed to injuries while fighting
the Chitauri Wave in the early in-
vasion attempts of the alien race.
Quasar proceeded to blast the
Shield with all of her power until
it eventually gave in and was de-
stroyed, though the act cost her
her life. Captain Marvel subse-
quently flew to the location of the
Chiaturi eggs, which had been
previously pin-pointed while
the Shield was still up, and de-
stroyed them, ensuring the Chi-
tauri would cease their rampage.
In theory, the Planetary De-
fense Shield is a truly impene-
trable force field surrounding the
Earth, and more powerful than
those created by beings like Sue
Storm, Magneto, or Graviton by
an order of thousands, making it
the strongest protective shield-
ing ever invented. It also perme-
ates everything below itself with
gray matter particles that inter-
cept any portal openings used
by teleporters.
QUARTER WALKIE-TALKIE:
The shield would also act as a History: The Quarter Walk-
conductor capable of channeling ie-Talkie is a walkie-talkie with
energy applied into it, redistrib- an incorporated homing beacon
uting the excess back into space
and re-purposing the remaining.
The Planetary Defense Shield is
beamed through a main installa-
tion in Michigan, with a network
of automated signal-boost out-
post stationed worldwide at reg-
ular intervals. One of these such
outposts was located in Uzbeki-
stan.
POLARIZED LENSES:
History: Polarized Lenses are
goggles that provide Good resis-
tance to light attacks. If exposed
to a bright light, they darken for 1
round, then lighten to allow nor-
mal sight.
Material Strength: TY (6)
Power Rank: Normal: GD(10)
Range: N/A
92
concealed as a coin.
Material Strength: EX (20)
Power Rank: EX (20)
Range: 20 Areas max.)
RADIATION SUIT:
History: Radiation Suits are
used by technicians exposed to
high radiation situations, and are
of Good material, lined with lead.
They provide Incredible protec-
tion against radiation.
Material Strength: GD(10)
Power Rank: IN(40) Protection
from Radiation.
Range: N/A
RESPIRATORY-POWERED
PROJECTILE HURLER:
AKA: blow-dart:
History: This device shoots a
small radio transmitter that can
track rack its target anywhere.
Material Strength: EX (20)
Power Rank: EX (20)
Range: 30 Areas max.)
REVIVE CHAMBER:
History: Once an agent is
strapped into this machine, it
SCRAMBLE HELMET:
helps regenerate his cellular
structure, pulling his body out of
History: One of the innova-
its state of shock.
tions devised in the psy-ops
Material Strength: EX (20)
department, a strange-looking, SCUBA GEAR:
Power Rank: The Revive Cham-
oval-shaped piece of headgear History: Scuba Gear allows the
ber heals as the Regeneration
dubbed a scramble helmet, is wearer to breathe tanked air
power of EX (20) rank.
developed to protect agents for 2 hours and as such dive to
P9/Regeneration: The hero can
from potential mind-reading moderate depths in the ocean.
rapidly recover from any wound.
threats (like the super-villain, the The hoses and mask are made
Cuts quickly close and disease
Fixer). Nick Fury gets a rude in- of Good material, and the tanks
symptoms disappear. The hero
troduction to the helmet and the are made of Remarkable mate-
heals at an accelerated rate
ESP squad when they psychical- rial. If the tanks are punctured,
equal to the Power rank num-
ly reach out to him to test their they will explode for Remarkable
ber times the normal amount of
powers. Instead, they startle the damage to all in the same area.
time. For example, a Typical rank
Colonel when they ambush him
can heal six times as fast as nor-
with the protective headgear. Material Strength: GD(10)/
mal, an Unearthly rank heals at
Material Strength: EX (20) RM(30)
a hundredfold rate, and so on.
Power Rank: The chemical ac- Power Rank: N/A
With time, the hero can regrow
celerant is of IN (30) rank. Range: 2 hours dive time.
large areas of lost tissue, espe-
cially severed limbs. Lost limbs
or organs require a red FEAT. It
cannot repair losses that result-
ed in the hero’s death unless the
hero is revived. If such a fatal
loss and subsequent revival oc-
curs, the hero requires life-sup-
port equipment to give his Power
time to function. SELF-DESTRUCTING RADIO
TIE:

History: A S.H.I.E.L.D. techni-

cian presented this device to
93
Nick Fury before he embarked Material Strength: GD (10)
on one of his missions. The tie Power Rank: N/A
contains a radio circuit and mi- Range: Effective range of the
crophone hidden within the ma- weapon that’s being used.
terial. Also, pulling on an off col-
ored thread on the inside of the
tie releases a chemical which SPEAR GUN: TRI-DO-ROENTGEN HAND-
burns when exposed to air, thus History: The Spear Gun is sim- GUN:
destroying the tie and radio cir- ilar to the crossbow in statistics, Aka: Portable X-Ray Scanner
cuit leaving no evidence. but may fire its bolts underwater
Material Strength: TY (6) for their full distance without History: This technology was
Power Rank: The chemical ac- penalty. first created as The 1st genera-
celerant is of GD(10)rank. tion Tri-Do-Roentgen Handgun
Material Strength: GD (10) which projects harmless 3D
Power Rank: N/A X-Rays, in case you need to see
SILENCER: Range: GD(10) your enemy’s skeleton for what-
History: The Silencer is a device Damage: GD(10) ever reason. Maybe this wasn’t
that may be added to a pistol or Type: S Agent Sitwell’s greatest contri-
rifle which inflicts damage on the Rate: 1 per 2 bution to the world of espionage
Shooting table, excluding the Shots: 1 (it’s hard to top that blow dart).
gyro-jet and all lasers, stunning
and concussion weapons. The
silencer operates by dispersing Since then, it has been rede-
the gases from the shot that cre- signed into an x-ray scanner
ates the crack of the pistol. Us- screen concealed as a camera.
ing a silencer reduces maximum It became evident that some-
range by one rank for the weap- thing less conspicuous would be
on, but the target (and those preferable so it was redesigned
around him or her) must make THOUGHT COMMUNICATOR to be encased in a camera frame.
an Intuition FEAT to hear the BEAM APPARATUS:
shot and know its location. AKA: The ESP Machine Material Strength: EX (20)
History: This S.H.I.E.L.D. de- Power Rank: EX (20)
Material Strength: GD (10) vice straps in three psychics Range: 5 Areas max.)
Power Rank: N/A who then use their extraordinary
Range: Effective range of the mental powers to determine any
weapon that’s being used. imminent threats to the agency. TRIPOD:
History: A Tripod includes all de-
Material Strength: EX (20) vices used to steady a rifle, au-
SNIPER SIGHTS: Power Rank: This is the rank of tomatic rifle, assault rifle, or ma-
History: Sniper Sights are built the psychics using their powers chine gun to aid in its firing, and
into the sniper rifle and the target together. may be used by laser, stun, and
pistol, and added to any other Range: As above. concussion versions of those
weapon eliminate the penalty for weapons. A weapon with a tripod
range for weapons. The user of a receives a +1CS to hit, provided
weapon with a sniper sight auto- it is resting on the ground or oth-
matically has an initiative roll of er steady surface.
10 (last in the round). Its use is
considered illegal (Other Crime). Material Strength: GD (10)
94
Power Rank: N/A
Range: N/A
WILD BILL SECURITY
ROBOT:
History: “Wild Bill” was a secu-
rity robot from Stark Industries,
built for S.H.I.E.L.D..  It was a
rushed prototype intended as a
defense against the villain Men-
tallo, since a telepath would be
ineffective against a robot.
The prototype proved to be de-
fective, but the design was later
perfected and approved.
Karma: 14 a surface at a variable distance
and properly anchor its end of
Talents: Guns, Marksmanship the zip-line. After firing, the zip-
line unravels from a spool below
Land Speed: TY(6) the barrel of the gun. The spear
Body: EX (20) and gun ends of the zip-line can
then be properly anchored to al-
KNOWN POWERS: low transportation from a high-
Armor: “Wild Bill” has EX(20) er area to a lower base level or
protection versus Physical at- across a large open space.
tacks and RM(30) protection ver-
sus Energy attacks. Material Strength: EX (20)
Weapons: Power Rank: EX (20)
20-mm Electric Cannon: (Left Range: 5 Areas max.)
hand mounted) The 20-mm can-
non did RM(30) damage and
had a range of 10 Areas.
Concussion Rifle:
Price: NA/50r
Range: 7 Areas
Normal Damage: 10 pts Slug-
fest damage
Rate of Fire: 1 shots/round
Number of Shots: 100 rnds.
slaved to power pack.
Detection: The S.H.I.E.L.D. car
has a variety of electronic de-
tection devices including sonar,
radar, infrared, and so forth that
function at RM(30) rank.
Comm-Link:
Slaved to main the command
center, the comm-link keeps
‘Wild Bill’ in touch with the local
control unit at all times.
Power Rank: EX (20)
Range: IN (40)

F: TY(6) ZIP-LINE GUN:

A: EX(20) History: Similar to a modern
S: RM(30) spear-gun, a Zip-line Gun is a
E: RM(30) gun-like device that launches a
R: TY(6) spear-like metal bar with an at-
I: PR(4) tached zip-line to set up a zip-line
P: PR(4) path for transportation. The gun
is designed to launch its spear
Health: 86 with enough force to embed it in
95
 Right here is where the legalese goes, but this product is a labor of fanboydom and no profit has been made from it. It is to be shared with
others who enjoy the classic TSR Marvel Superheroes RPG, for free. The names and likenesses of characters herein are ficticious and do not
really exist. You do not really have super powers and S.H.I.E.L.D.is not a real Intelligence Agency and they will not come after you. . . at least,
I don’t THINK they will. I mean, I suppose anything’s possible, you know? Material & artwork within has been borrowed from various websites
listed in the credits, as well as Marvel Comics.the original Marvel
Comics.