-13- FLASHBACK

He was now an enemy of the Hero Factory. This was the consequence of his actions, he knew this. But as he sat in the cockpit of the Hero Factory dropship he had stolen, drifting aimlessly through the cosmos, the gravity of the situation had finally hit him.

Von Ness sifted through the cockpit's galactic navigation computer. He searched every known planet and celestial body for anywhere he might be able to hide from the Hero Factory. But the map was infested with "H" logos of planets that had Hero Factory outposts on them. Even planets with no Hero Factory presence were nearby at least one major Hero Factory installation.

Coward, they'll call me a coward, Von Ness thought to himself. No, they'll never understand!

The cabin of the dropship' cockpit was fairly spacious. Von Ness lifted himself up out of the pilot's chair, allowing the dropship to continue on autopilot on its undetermined path. He paced around the cabin, thinking about what options he had. He picked up his weapon that he had hung on a weapons rack, a round gray tool that had gravity-altering properties. After he equipped it and switched it on, he aimed it at the back of the cabin. A small crate carrying a personal data device was situated at the back of the cabin. Von Ness activated his gun, switching the center of gravity for the data-pad device toward the front of the cabin. The pad lifted up out of the crate and floated towards where he stood. He picked it up, then resituated its gravity properties to normal.

Von Ness held the pad and switched it on. The digital screen on the small, thin rectangle lit up and revealed a notification.

"BREAKING NEWS." the notification read. Von Ness tapped it with his index finger and watched it expanded into a full article. The article's headline was titled "Von Ness: Hero Gone Rogue! Hero Factory on high alert."

Von Ness decided to continue reading the article.

"Several hours ago, rookie Hero Von Ness was reported to have abandoned his Hero team on a critical mission in New Stellac City, fleeing the firefight in their dropship and leaving them to their fate. The valor of Hero Preston Stormer saw that the New Stellac mission was a success, and Stormer has since been appointed commander of a new team of Heroes that is being dubbed 'Alpha 1.' But the whereabouts of Von Ness are unknown. It is believed he is flying through space on the stolen dropship. Hero Factory founder and leader Akiyama Makuro gave a speech to the public regarding this matter."

"'I would like remind all citizens of fair Makuhero City, and all good inhabitants of our great universe that the Hero Factory is resolute in its pledge to build the finest guardians of justice and order that can possibly be constructed,' Mr. Makuro said in an emergency press conference held in the Assembly Tower following Stormer's final mission report. He continued, "We Build Heroes. That has always been and will always be our pledge to you, the citizens. This anomalous case with traitor and coward Von Ness will not go unresolved. Already forces have been set in motion that will ensure this debacle does not repeat itself. Every Hero we produce is fully dedicated to protecting the good citizens of this universe. Von Ness will be hunted down and brought to justice.' Mr. Makuro has gone on to state that in addition to the unnamed 'forces [that] have been set in motion,' several Hero teams are being dispatched in key territories across the universe to track down Von Ness and bring him into Hero Factory custody."

Not finished with the article, Von Ness threw the delicate electronic pad onto the floor of the dropship's cabin. It cracked on impact, and he followed by smashing it with his foot. His anger was part rage and part desperation. He felt unable to escape what he had done.

What terror! Von Ness thought. Why have I done to deserve this fate? I never chose this life. Why must I be punished for trying to escape it?

Von Ness sat himself back in the pilot's seat, holding his weapon in his lap. He stared out through the window into the blackness of space. Melancholy glazed over him, despair locking his body in its slump on the seat. He felt weary and weak, and he knew this was a result of the dangerously low levels of Quaza left in his Hero Core. As he thought about his Quaza levels, he realized the only place to replenish them was in the Assembly Tower of the Hero Factory. Now, that was no longer an option.

This was a mistake,he thought. I should have accepted my lot in life.

As he thought this, the entire cabin of the dropship suddenly erupted in violent turbulence. Von Ness tumbled out of his seat and onto the floor of the cabin. His gun fell out onto the floor, and he scrambled on all fours to pick it back up.

When he stood himself up in the cabin, he felt a cold sensation beginning to surround him. His eyes and head began to ache, and he grasped his forehead with his free hand. The dropship steadied itself and the aching swelled. Von Ness shut his eyes and cringed as the aching became near unbearable.

Is this my punishment? He thought.

With his eyes still shut, Von Ness felt the aching begin to subside. He kept his eyes closed as this happened. Around him, though, he could feel the cold increasing. The sounds of the electronics and computers of the dropship's cabin began fading. The low whirring sound of the dropship flying through space disappeared with them. Replacing those sounds was a comprehensive silence. It was this sudden shift of noise that prompted Von Ness to open his eyes, the aching now gone. When he opened them, he gazed into new and frightening surroundings.

Von Ness no longer stood in the dropship. He was standing with his gravity weapon in hand in the middle of what appeared to be an endless void of absolute whiteness. Panicking at the lack of anything around him but the unending white, the black-armored Hero spun around, looking in all directions for anything. There was nothing, only white.

"Hello?" Von Ness called out into the void. His voice echoed for a few seconds before vanishing. He then grasped the handle of his gravity weapon with both hands and aimed it out in front of him. He continued slowly strafing around in a circle, hoping somewhere, he might find something that would explain his surroundings.

Am I dead? Von Ness thought, searching the endless white. He had already walked in full revolutions multiple times, gravity weapon still held out. But upon completing another full revolution, he was shocked to find standing in the distance a figure in the white void.

Von Ness leapt at the sight and aimed his weapon at the distance figure. His hands shook with nervousness at what he was experiencing. The unmoving figure was black in color, and was holding some kind of staff.

"Hello?" Von Ness called out again. The being did not reply, but Von Ness could see the distant figure beginning to move. After a few seconds, it became clear that it was walking toward him. The sound of footsteps echoing throughout the void began forming as the black being moved closer to him. Von Ness held out his weapon.

Moments later, the being finally came into full view. Von Ness was surprised at what it was. The being was an average citizen robot, one of billions that populated the universe. He was black in color, with blue eyes and a blue helmet. In his right hand, he held the staff Von Ness saw from afar. It was a long pole, and attached to the top of this pole were two blade-like structures that formed a "U" shape. Floating suspended above the tip of the pole but centered between the two blades was an orb of energy. The orb was black in color with running curves of blue dancing along its surface.

The citizen with his strange tool stared up at Von Ness, who stood slightly taller being the Hero that he was. There was silence between the two for a few moments, before the being finally spoke.

"What you have done is unacceptable, Von Ness," the being said in an unusually low and deep voice for a citizen robot. Von Ness had no words to respond except to ask who he was confronting.

"Who are you?" he asked with worry.

"I am that which you have sworn to protect," the being said, referring to the fact that he appeared to be a citizen robot.

"How do you know who I am?" Von Ness continued.

"Akiyama Makuro informed us of your treachery." Von Ness walked slowly away from the black-armored citizen, who only stood and watched.

"What are you?" Von Ness asked in horror.

"I am Cosmo," the being said, giving himself a name. "I am one of three, the three who made the universe." Von Ness shook his head.

"But you're just a citizen."

"Far from it," the being named Cosmo corrected. "I had to meet you. To approach you, I had to pull you out of your realm and meet you here, in the passing ground between realms. You would be unable to perceive me had I not taken on a familiar form. I chose the form of a citizen, that I might remind you of your role as a Hero, and what you were supposed to safeguard under that role."

"What do you want with me?" Von Ness asked, stopping in place but keeping his weapon aimed.

"Answers," the being named Cosmo replied. "You cannot know what terrible repercussions your decision to forsake your role as a Hero will have upon the order of the universe."

"What do you mean?"

"This universe was built on a foundation, Von Ness, and if that is shaken, all else will collapse. In this universe, there are only three types of beings: Villains, Heroes, and those the Heroes must protect. This is the way balance is kept. It must not be defied. I and my two kin preside over this universe and observe it. We feed off of this universe's existence. Without us, this universe cannot exist. If the order of this universe is forgone, we will die, and when we die, everything dies. So when Akiyama Makuro informed us that someone had tampered with the nature of things, we had to confront the culprit."

"Akiyama Makuro can speak with you?"

"He is our avatar in your realm," Cosmo said. "The Hero Factory is the arm of our will. We placed Makuro in our universe and commanded him to create an institution that would enforce the Hero/Villain order. In return, we granted him some of our power. He has stored it beneath the Assembly Tower in a chamber only he can access. It is how he can communicate with us, and it is how he informed us of you."

Cosmo stopped and stared at Von Ness with a flat face that seemed to bury great anger. The black-armored Hero continued to aim his weapon out toward Cosmo, but was slowly lowering it as he processed all he was being told. The revelation about the Hero Factory and its connection with the fabric of the universe changed everything he thought he knew about his world. What was more, the fact that the universe was strictly divided among Heroes and Villains from its very creation tore at him.

"I have been asked by my kin above to confront you. We want to learn what made you leave your Hero team, that we might ensure such a disgrace never happens again with your answers," Cosmo continued. "So I ask you now, Von Ness; why have you so thoughtlessly chosen to abandon your duty and upset the balance of the universe?" Cosmo stared at Von Ness with a piercing glare, face twisted angrily into a frown. Von Ness was overwhelmed with the information he had received so suddenly from him.

"I…" Von Ness began, seeing Cosmo tilt his head as he spoke. Von Ness then released a hand from his gravity weapon and made a fist. He shot an angry glance at Cosmo, still holding the weapon in his direction.

"Because I dared to wish I was someone else!" Von Ness exclaimed. "Because I dared to defy your precious order! Never once did I want to be born a Hero. But there it happened, thrown together piece by piece in the Assembly Tower, the Hero Factory's logo stamped onto my chest the way one might brand an animal!" Von Ness smacked his fist against the yellow "H" shaped Hero Core in the center of his black chest armor. Cosmo continued to frown at him.

"You," Von Ness continued, pointing a shaking finger at Cosmo. "Whatever you are…did you choose to be born what you are?"

"I was never born," Cosmo said. "Neither were my kin. We are eternal, the builders and destroyers of universes."

"Yeah, yeah, whatever," Von Ness spat. "Point is, you had no choice in the matter. So what if you didn't like being a god or whatever it is you are? Wouldn't you be angry too?" Cosmo remained silent, but removed none of the contempt for Von Ness from his expression. Von Ness nodded as silence settled over them.

"Yeah, that's what I thought," he said. "I never thought the gods, if there be any, would turn out to be such hypocrites."

"I will remind you that I performed in my role," Cosmo replied defensively. "My role was as a creator. My duty was to create. I performed my duty. You looked duty in the face and spat at it."

"That's right," Von Ness agreed. "And some creator you turned out to be. Of all the possible universes you could have made, you chose this: nothing but Heroes and Villains. What a sad way to divide up all of creation!" Cosmo then sunk his head, removed his gaze from Von Ness, and shut his eyes. The act took on an aura of sorrow that surprised Von Ness.

"Regrettably, I agree with you," Cosmo admitted, and Von Ness was shocked by this sudden change in Cosmo's tone. The mysterious, godlike being looked at Von Ness with a face of dire sincerity.

"When we were making this universe, I was the only one of my kin who disapproved," Cosmo said. "But I was outnumbered. My two kin had firmly decided in favor of a simple universe divided into three spheres: Villains, Heroes, and who they protect. They had felt that crafting the universe in this way would best ensure it could survive independent of our influence. We needed a self-sufficient universe to survive. We feed on the energy living universes release. It gives us our sustenance and power." Cosmo then looked over to his staff, focusing on the orb of energy floating above it. He then frowned again and looked back at Von Ness.

"But my opinions of this universe are irrelevant," Cosmo continued. "What is done is done. The universe has been made, and we all need this universe to survive."

"No," Von Ness protested. "You need it to survive. I don't draw my 'sustenance' from the existence of a stupid universe. That's your problem."

"If this 'stupid universe' did not exist, neither would you!" Cosmo shouted, pointing accusingly at Von Ness. The black-armored Hero did not respond immediately, and began staring at the staff Cosmo was holding.

"Fancy stick you've got there," Von Ness commented, looking with lust upon the tool. Cosmo turned to his staff then back to Von Ness.

"This staff is the physical translation of my power," Cosmo said. "You would not have been able to perceive me unless I made something to store my power."

"Oh, your power, huh?" Von Ness asked tauntingly. "The power of a god is in that staff?" Cosmo began backing up when he sensed what Von Ness was insinuating. As Cosmo walked back, Von Ness began slowly walking forward towards him. The black-armored Hero started laughing.

"If you are seeking to take this from me, I guarantee a fate worse than death shall await you," Cosmo warned. But Von Ness kept walking towards him.

"You don't frighten me," Von Ness declared. He then activated his gravity weapon and aimed it at Cosmo's staff. As he had done earlier with the data-pad in the dropship cabin, Von Ness shifted the center of gravity on the staff to an area behind him. He had set the gravity on the staff to extremely high levels, and in his current form, Cosmo was unable to resist the sudden horizontally-oriented heaviness of his staff. Cosmo grasped it with both hands but felt the staff fly out of them and hurtle towards Von Ness. The Hero then deactivated the gravity changes he had made to the staff and caught it as it flew toward him. Once he latched a hand onto the strange tool, he dropped his gravity weapon onto the white floor he was standing on and grasped the staff with both hands.

"Return the staff!" Cosmo ordered. But as Von Ness lifted the staff with both his hands, a reaction began occurring.

The staff, the orb floating above it, and Von Ness' entire body began glowing blue light. A low humming sound began coming from both his body and the staff. He felt his Hero Core burning with heat, and its yellow glow became fiery in its intensity. While holding the staff, he felt his entire body sting with pain.

Cosmo raced toward Von Ness and attempted to take the staff away from him. But when he reached for it, a blast of energy flew out of the orb floating atop it and sent him flying backwards onto the white floor of the void. Von Ness saw this and began laughing despite the pain.

Von Ness felt the most intense pain coming from his Hero Core. As this pain reached its peak, he saw the Core explode outward in fire and flame. From out of the orb of bluish-black energy on the staff came small tentacles of the energy that swung around and dove themselves into the crater in his chest where his Hero Core used to be. The pain from this was excruciating. Von Ness screamed while this happened, refusing to let go of the staff. Cosmo slowly lifted himself back up and watched in shock at what was happening.

"No…" Cosmo whispered to himself in horror. The power in his staff was reacting to the Quaza in Von Ness' body, something Cosmo had not anticipated. Even at its low levels, there was enough Quaza in Von Ness for this violent reaction to occur.

As the reaction progressed, Von Ness' body began transforming. His legs shot up in height, raising him high off the ground. His hands holding the staff exploded in size, becoming giant claws that dwarfed the pole of the staff. His feet shot outward in length. Arrays of blue and black needles burst out from Von Ness' shoulders, and as this happened his entire frame extended outward. On his head near his jaw, two massive tusk-like growths blasted out of his armor and arched around his skull. Round plates of armor began creeping up from the top of his frame. His head and neck sunk downward on his new form slowly, and Von Nebula then took on the appearance of a giant hunchback.

When the transformation had been completed, pieces of old Hero armor strewn across the white floor around him, Von Ness felt the pain subside. Cosmo's staff was still in his hands, and he stared at it in pride. Von Ness lifted a hand from the staff and examined with fear and awe at what coming in contact with Cosmo's power had done to him.

Cosmo looked at Von Ness, horrified at what the former Hero had become. Von Ness looked down at Cosmo from the height his new body afforded him. He held Cosmo's staff in his giant right hand and stood his hulking new form upright. The former Hero began laughing, his old voice distorted from the new body it had forcefully occupied.

"Is it really this easy to rob the gods of their power?" Von Ness asked tauntingly.

Cosmo began feeling aching in his head. His vision began blurring. Separated from his power, his body was experiencing a strange turmoil. Spasms began erupting across his joints. He eventually lost the ability to stand and collapsed on the ground in what looked like a seizure. At first, he was conscious of what was happening to him and was terrified, unable to protest his body's chaos. But slowly, his mind too left him. Memories were fading, and so too was his consciousness. His body was forgetting what it was; a temporary vessel for a celestial power. As the spasms continued, it was as if his body and mind were slowly convincing themselves that he was indeed just an ordinary citizen robot.

Von Ness watched what was happening to Cosmo and slowly lumbered over to his body in spasms. The former Hero knelt down beside Cosmo, rattling on the ground with a face petrified in terror. A strange grainy tint began washing over Cosmo's body, and the black armor that once clearly coated it became blurred in color.

"Where are your kin, Cosmo?" Von Ness whispered into Cosmo's ear as his body shook in spasms next to him. "I'd like their power too, see." Cosmo could not respond. He only shook violently on the floor of the void.

"Are you still in there, Mr. Cosmo?" Von Ness asked. "You don't look well!" This comment triggered bellowing laughter from Von Ness, who then began walking around the void to get used to his new form. He tried running, a task greatly enhanced by his size and longer stride. He tried jumping, and reached new heights he had not been able to achieve with his Hero form. He came crashing down on the floor of the void, shaking it when his mighty frame landed. Von Ness could feel the immense power he now possessed as he moved with his new form around the void. The weakness he had felt before from his low Quaza levels was gone. In his new form, he did not need Quaza.

"Are you seeing this, Cosmo?" Von Ness exclaimed. "I'm a titan!" He then walked back to where Cosmo's body was shaking on the ground. The seizure that had been claiming him appeared to have ceased, but his body was lying on the ground covered in the blurry, grainy texture from before.

"I want more!" Von Ness exclaimed. "I want your power, I want the power of your 'kin,' I want it all!" Then Von Ness paused, and rubbed his cheek with his free hand. The giant clawed fingers almost dwarfed his entire head.

"Wait…" Von Ness said in thought. "You said you gave Akiyama Makuro some of your power, and that he stores it beneath the Assembly Tower." Cosmo did not respond, still unmoving on the ground. Von Ness knew this, and continued his gloating.

"So, what if I went down there and, had a look?" Von Ness began, pacing around Cosmo and circling his body while looking up into the air of the void. The former Hero stopped after he said this, and went deep into thought. A plan was entering his mind, and Von Ness impressed himself with its ingenuity. He slowly started laughing again, this time almost manically.

"I'm going to destroy your precious Hero Factory, Cosmo," Von Ness said in a sizzling voice. "Then you and your kin are next."

After he said this, Von Ness felt his vision begin to bend. He gripped Cosmo's staff and looked around to see what was going on. Against the endless white void, strands of color began creeping in onto the white from the sides of his vision. Slowly the colors began swirling together, and before long they had totally covered the empty white void. When they did, Von Ness found himself once again inside the cabin of the dropship he had stolen, still flying through space as if he had never left it.

But he looked in his hands. His gravity weapon was gone. In place of it was Cosmo's staff, real and tangible. Von Ness looked at his reflection in the window of the dropship's cockpit. He was no longer a Hero in form. His body was the great hulking form he had acquired after he had stolen Cosmo's power, and now Von Ness could see it in his reflection.

That was no dream. He thought. I really did rob a god of his power. With this in mind, Von Ness sat himself back in the pilot's chair. The seat was especially cramped in his massive new form.

With his long arm, he leaned Cosmo's staff on the left wall of the cockpit cabin, and then took his two giant hands and reopened the navigational computer. Using its access to the Hero Factory digital database, Von Ness began searching through official archives of old missions, active Heroes, and other relevant information. But he sought one category of information in particular; active Villains. He looked at the many faces of those who had defied the Hero Factory's laws, who had challenged its rule and attempted to make lives of their own contrary to what the Hero Factory wanted. Von Ness felt a kinship with the faces of Villains he saw on the database.

I am one of them, now. He thought with warmth. I have joined their ranks. I am no longer a Hero. To them, I am a Villain. He began clicking on images of Villains to reveal official dossiers on their crimes, whereabouts, and other attributes. He was looking for recruits, fellow Villains who might be able to escort him safely to Makuhero City without drawing the attention of the Hero Factory.

Then he found his Villain. The instant he saw the Villain's face, he was certain this criminal would be his top lieutenant. He had not even opened the dossier, but knew this Villain was the one he would have to find. He then opened the dossier to see if there were any clues on his whereabouts.

"NAME: 'XPlode.' CLASS: Villain. ACCOMPLICES: 'Rotor' (Villain). EQUIPMENT: Meteor Blaster, Spiked Club. ABILITIES: Can generate and fire exploding needles from shoulders and back. CRIMES: Slave trafficking, smuggling and possession of controlled substances, extortion and racketeering, terrorism, multiple assaults on Hero Factory facilities and personnel. BIO: XPlode is a wealthy and influential Villain who built up a large criminal empire over the years before much of its apparatus was crippled and personnel arrested during Hero Factory stings. XPlode remains active and was last seen with wanted Villain Rotor on Clinivus Secondary."

Von Ness began laughing, thought to himself, Yes! This is my Villain. He set the coordinates on the navigation computer to the moon Clinivus Secondary and switched on autopilot. He reclined in his seat, cramped as it was, and allowed the dropship to enter warp-speed and fly off to where he would meet XPlode.

It was not long before Von Ness' dropship made it to Clinivus Secondary. He landed the dropship on the surface of the rocky moon near a small ragtag installation populated by dangerous looking Villains. When Von Ness landed his dropship, an alarm sounded and the Villains of the base emerged onto the landing pad aiming their weapons at the dropship. They had recognized the "H" logo on the ship's side and thought that they were being raided.

Von Ness opened the cargo hatch of the dropship and walked out, surprising all surrounding Villains. He came out holding his staff and aiming it outward toward all of them.

"You're not a Hero!" came the voice of one of the Villains.

"Where is your leader?" Von Ness asked. "Where is XPlode?"

"Here, intruder," a low, scratchy, grumbling voice said from behind several of the Villains. A brutish, crimson-armored Villain pushed aside the Villains ahead of him and walked up to Von Ness with his gun pointed at him.

"So, think you can just show up here in a Hero Factory ship and request an audience with the mighty XPlode?" the red Villain asked confrontationally.

"Isn't that exactly what happened?" Von Ness replied cuttingly. There were whispers among the other Villains, and XPlode grumbled.

"What's your name and what's your business here, newcomer?" XPlode asked. "You don't have much longer before I order my men to unload on you."

"I am…" Von Ness thought for a moment before saying his name. He thought about who he stole his powers from. Cosmo. He thought of other words. Cosmic. Cosmos. Celestial…Then the words came to him.

"I am…Von Nebula," Von Ness said with a smirk. The Villains behind XPlode looked at one another. XPlode shot a curious glance at Von Ness.

"Von...what?" he asked.

"You heard me. Von Nebula."

"You wouldn't happen to be that rogue Hero everyone's been talking about," XPlode ventured. "Von Ness, or whatever the name was. That story's been making some headlines."

"I am," Von Ness answered honestly.

"Then you had best high-tail it out of here," XPlode said. "The whole universe wants you, and I don't need that kind of heat around me now." Von Ness heard the cocking of weaponry from all of the Villains of the base, prepared to shoot him if he did not leave.

"But hang on," XPlode continued. "You were a Hero, weren't you? What in the world are you now, and how'd you get that way?" The other Villains mumbled similar questions among one another and looked at Von Ness with a mixture of curiosity and suspicion.

"I have come in contact with a unique power," Von Ness answered. "It has transformed me into something alien. But in this new form, I have a power unimaginable. I have the power to reduce all of Makuhero City to ruin, and so end the Hero Factory's control over the universe." The Villains including XPlode all stared wide-eyed at Von Ness' words, their weapons still aimed at him.

"Big talk," XPlode replied. "But what does so mighty a being like you want with lowly wretches us?"

"Transport," Von Ness said. "This ship I have come here in is the same ship I stole at New Stellac City. It has very likely been tracked. If I had flown to Makuhero City in this, they would have destroyed me before I could have reached it. I'm looking for someone who has a means of transport they cannot track, something I could use to sneak into the city undetected. Then once I got on the ground, I would unleash my power and destroy the Hero Factory."

"You're mad," XPlode said with a laugh, his henchmen behind him mimicking his laughter. "What makes you think you alone can take down the Hero Factory?" Von Ness raised his mysterious staff. He rubbed it with his fingers. The action felt instinctive, as if the staff had communicated to him that was what he should do. After he did this, the staff burst forth into bright white light. Von Ness had no idea what he was doing, but he could feel immense energy swelling up from within the orb atop the staff. The Villains around him shut their eyes and turned away from the staff as a cacophony of sounds began bursting out into the air around them.

Von Ness rubbed the staff again, and the orb returned to normal. The Villains looked back at Von Ness, who unknown to them had no idea how to use his newfound powers. But the former Hero took advantage of this.

"That was but a taste of the power I possess," Von Ness said. "Imagine what I could do if I unleashed all of it upon Makuhero City?" XPlode looked at his Villains, who were shrugging at each other with indecision. The red Villain turned back to Von Ness with a frown.

"What's in it for us?" XPlode asked, and his question was met with "Yeah, what about us?" from another Villain and cheers of agreement from the others.

"Revenge," Von Ness said. "I can offer you revenge against the Hero Factory. When we destroy it, the universe will no longer have a single great power ruling over it. Then all of you would be free to conquer the universe." XPlode and his Villains appeared unconvinced, still staring at Von Ness with suspicion. Von Ness laughed.

"You would get a chance to torture and torment any surviving Heroes," he offered. "We could round them up when we're done and make them suffer." It was then that XPlode began smiling a grim smile. He exposed his rusting metal teeth, his Villains revealing similar looks of pleasure upon their faces.

"Deal," XPlode said sadistically in low whisper. Von Ness was pleased and nodded happily at the red Villain. XPlode swung around and presented himself towards his henchmen.

"You hear that boys?" he shouted. "We're gonna destroy the Hero Factory!" The Villains cheered raising their weapons in the air and jumping up and down at the prospect.

"Rotor," XPlode said to the nearest Villain to him. "Prepare our ship. Unload everything." Rotor nodded happily and activated his helicopter rotors. He flew off to an area behind the front walls of the base.

XPlode walked up to Von Ness and smiled.

"And you promise we'll get our hands on those Heroes?" he asked.

"Yes, and much more," Von Ness replied. XPlode began laughing again.

"Welcome to Villainy, Von Nebula."

After their agreement had been struck, Von Ness, now "Von Nebula" led XPlode and his Villains onto their own personal freighter ship. They programmed the coordinates to travel to Makuhero City, the capital of the Hero Factory's universal reign. As they flew into the city, they were met by inspection crews of citizens who expected a routine drop-off of goods.

But instead, seven angry, battle-hungry Villains came screaming out of the ship, destroying everything in the immediate area. Von Nebula began practicing with his powers, aiming the staff at buildings and firing blasts of bluish-black energy that burned through everything the blasts touched. The area of Makuhero City where the Villains had landed quickly went up in flames. Available Hero teams in the city were dispatched immediately to contain the Villains, but they found themselves utterly defeated by the unstoppable power of Von Nebula. XPlode and his fellow Villains provided supporting fire, killing any Heroes that got too close to Von Nebula.

The Assembly Tower went on high alert. An assault on Makuhero City was taking place. In a panic, every Hero within space travelling distance of the city was called upon to travel to Makuhero City and fight the rampaging Villains. Hundreds of dropships from a collection of nearby planets and outposts across the universe were flying to the city. Some were shot down in midair by either Von Nebula or one of the Villains following him. The dropships hit by the Villains came crashing down onto the city, some taking down entire buildings when they hit. The few dropships that made it onto the ground deployed their Heroes, but the Villains made short work of every Hero reinforcement that arrived.

Within hours of their arrival, Von Nebula and his crew of Villains had set half of Makuhero City ablaze in fire and destruction. Entire streets were turned into battlegrounds as Heroes desperately attempted to set up barricades that might slow the advance of the Villains. But nothing could stop the power Von Nebula wielded, a power he had now fully adjusted to and mastered. He wielded the mighty staff with great ease and fluidity, striking down buildings and entire teams of Heroes with single blasts of the staff's unearthly powers.

It soon became clear that the Villains were making their way to the Assembly Tower. But by the time they arrived at the Tower itself, the bulk of the Hero reinforcements that had been called upon to defend the city had been wiped out. A dedicated straggling few Heroes remained between the Villains at the Tower itself, establishing themselves in a makeshift barricade. They fired their weaponry at the Villains in a suicidal last stand, but they knew they were doomed.

Von Nebula fired his staff at the last Hero defenders of the Tower, blasting them away from their positions. When the path ahead of them had been cleared of stragglers, Von Nebula aimed his staff at the mighty Assembly Tower. He charged the power within it and fired a beam of blue and black energy bigger and more powerful that anything he had fired before from the staff. The Villains fired their own weaponry at the Assembly Tower, if only to feel like they were truly participating in its destruction.

When Von Nebula's blast hit the Tower, the entire top half erupted in explosions and smoke. Giant cracks began slithering down the sleek sides of the Assembly Tower's outer walls and the top half of the great building collapsed in on itself. Great pieces of the Tower fell off to the sides and came crashing down on the city surrounding it. The Villains screamed and cheered, watching the headquarters of the Hero Factory being swiftly destroyed.

The lights along the side of the Assembly Tower went dark, a sign that the Tower had lost all functionality. The deafening sounds of the pieces of the Tower falling to the ground erupted into the air of the burning city. When the crumbling of the Tower had finished, Von Nebula shut off his staff and stood with his Villains. The seven gathered Villains watched as the Assembly Tower collapsed in on itself and on the surrounding city. This was the confirmation they needed. The Hero Factory could no longer operate without this capital building. The universe was being freed of the Hero Factory.

XPlode and his Villains began cheering. Von Nebula only stared at the destruction in awe and delight. Behind them lay a burning Makuhero City that was destroying itself with every passing second.

But another event was occurring, in a realm far above that of Makuhero City, Von Nebula, and the Villains. Unknown to Von Nebula, Cosmo had not died. But his body and mind were caught in a strange limbo. When stripped of his powers in the "passing world between realms," Cosmo had lost all consciousness. He could no longer return to the realm of his two god-kin without his power. With no place to go, Cosmo's body slowly slipped out of its limbo and into the realm of Von Nebula and the Hero Factory. He had already chosen the form of a blue and black citizen robot. This new mortal body of Cosmo's fazed into the world of the Hero Factory, but came hurtling down in a very specific direction.

Cosmo's mortal citizen robot body longed for the power it had lost. As he fell into the Hero Factory world, his body rocketed down into the ruins of Makuhero City from the sky. It appeared as though it was a bright white comet, and this comet that encased the unconscious Cosmo flew downward into the ruined Assembly Tower. In the chaos of the destruction that Von Nebula and his crew had unleashed, they did not recognize the white comet from the other many exploding things around them.

Cosmo's body crashed into the ruins inside the Assembly Tower, not killing him but depositing him inside the ruins without consciousness. His mind had lost all memory of who he was before. But Cosmo's body had fallen from his realm into the Assembly Tower seeking its old power, a power that was still stored deep beneath the Tower itself.

Von Nebula and his Villains continued their rampage throughout Makuhero City, wandering away from the Assembly Tower ruins to raze the rest of the city to rubble. But lying in a comatose state in the Assembly Tower was Cosmo, weakened but alive. All throughout this strange series of events, Cosmo's two kin residing in their realm above the material realm were attempting to communicate with their lost brother. It was no use. He was positively unconscious, and he remained that way for some time after he had fallen into the Assembly Tower. He would not wake up until long after Von Nebula had destroyed Makuhero City.