TEXT: DEVIL’S WORKSHOP
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  LPJ9942
  
  Written by
  Lee Hammock
  Editing
  Wendy Holler
  Graphic Design,
  Layout & Logo:
  Louis Porter, Jr. Design
  Cover & Interior
  Art
  Ryan Bodenheim 
  Devil’s Workshop was created by Louis Porter, Jr.
  Design, Inc.
  Louis Porter, Jr Design
  350 NW 87th Terrace
  Plantation, FL 33324
  HavenGod@lpjdesign.com
  www.lpjdesign.com
  Devil’s Workshop, Image Portfolio, Devil’s
  Workshop Logo, Image Portfolio and Louis Porter,
  Jr. Design Logo are Trademarks of Louis Porter, Jr.
  Design. Copyright 2002 Louis Porter, Jr. Design,
  Inc. All Rights Reserved.
  Mutants & Masterminds, M&M Superlink, and the
  M&M Superlink logo are Trademarks of Green
  Ronin Publishing and are used with permission.
  Hero Points, Power Points, and Villain Points are
  Product Identity of Green Ronin Publishing and
  are used with permission. Requires the Mutants &
  Masterminds RPG by Green Ronin Publishing For
  Use.
  All text on pages 3 - 81 is Open Game Content as
  defined by the Open Gaming License. See page 82
  for more information.
  HEADQUARTERS & HIDEOUTS
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  allow it to return to the ground without damage.  The
  headquarters sinks to the ground at a rate of ten feet
  per round.  
  Floatation System:
  The headquarters is equipped with a number of
  inflatable flotation devices or is naturally buoyant,
  even if not specifically designed to be waterborne.
  The headquarters will float easily if it enters water
  and will quickly rise to the top if forcibly submerged.
  Only damage to the flotation system will cause the
  headquarters to sink.  Headquarters that are built
  specifically to operate on or under water, such as
  headquarters with the Swimming power, do not
  require this feature to be sea worthy.  This feature is
  mainly for flying or land based headquarters that
  might accidentally end up in water occasionally, not
  to represent waterborne headquarters.  
  Food Supply
  With this feature a headquarters is able to produce
  food and water for a great many people, representing
  such things as farmland or machines that produce a
  gooey protein rich paste.  The headquarters can
  generate enough food to feed one thousand people
  per power level per day.  If this feature is selected
  multiple times the number of people fed doubles.  
  Gadget Lab,
  Improved
  This feature can only be taken if the headquarters in
  question already has a gadget lab.  An improved
  gadget lab allows a hero to use his Gadget power to
  duplicate powers with a cost of 3 power points per
  level, but doing so requires the hero to tinker in the
  Improved Gadget Lab for one hour (which also
  allows him to avoid fatigue because of the original
  Gadget Lab, see Headquarters and Hideouts 1).  The
  3 power points per level powers are only useable by
  the character for 6 hours before the gadget fails.  
  Hero Point Bank
  When a power that fatigues the hero using it, such as
  Gadget, or a power that requires the expenditure of a
  hero point to activate is installed in a headquarters
  the power can only be used when one of the residents
  of the headquarters uses a hero point to activate the
  power unless this feature is installed.  With a Hero
  Point Bank the headquarters has some sort of special
  reserve of energy that allows it to use powers that
  would normally require the person using the power
  to become fatigued or spend a hero point without a
  resident of the headquarters becoming fatigued or
  spending a hero point.  Each time this feature is
  selected the Hero Point Bank gains a single hero
  point. These hero points cannot be used for any other
  activity than activating headquarters powers.  The
  Hero Point Bank refills automatically when hero
  points normally regenerate 
  Launcher
  The headquarters is equipped with some manner of
  launching mechanism, such as a huge cannon or
  catapult, which can be used to launch heroes into the
  air or throw damage resistant heroes over long
  distances.  The launcher may throw a character up
  too 1 mile per power level of the headquarters and
  the character moves at a rate of 10 feet per round per
  power level.  Entering and firing the launcher is a
  full round action.  The launcher may be used to
  launch characters a shorter distance if desired and
  may be used to strike a specific target if the character
  aiming the launcher succeeds in an attack roll against
  the target.  Launchers are considered to have a range
  increment of 500 feet per power level of the head-
  quarters.  
  If the character launched has Flight they may add the
  speed of the launcher to their normal flight speed
  while they are within the range of the launcher, but
  while doing so their maneuverability is reduced by
  one level.  Characters without Flight simply travel
  the distance specified when launched, have no
  capacity to change their direction, and must make a
  Damage save, DC 15+ the number of miles traveled,
  Introduction
  Headquarters.  Hideouts.  Lairs.  Labs.  Be they
  caves, mansions, space stations, or extra dimen-
  sional hidey holes, bases of operation have long
  been a staple of super-hero stories.  The best such
  places were as much characters as the heroes and
  villains of the tale, taking on a personality, style,
  and feel of their own.  A hideout spoke volumes
  about its inhabitants; from the trophies kept there
  to the location of the hideout, important facets of
  the owner could be discerned.  All in all, headquar-
  ters are much more than places to simply hang
  your cape and mask.  
  This book contains additional rules for new head-
  quarters features, building superpowers into head-
  quarters, and a number of example headquarters
  complete with their inhabitants.  While it serves as
  a companion piece to Headquarters and Hideouts 1
  the first book is not strictly required, though very
  useful.  Headquarters and Hideouts 1 is not
  required to use this book, but there are many refer-
  ences to headquarters features and rules with in it.  
  Chapter 1: New
  Headquarters
  Features
  A headquarters is only as useful as what is inside
  it, be it advanced computer system, ancient
  libraries of arcane lore, or hangars for a fleet of
  aircraft.  Characters can add additional features to
  their headquarters by paying one power point per
  feature.  The base number of features included in a
  headquarters is equal to the power level of the
  headquarters.  
  Emergency Fall
  System: 
  If a headquarters with this feature falls from a
  great height, such as Solid Step or Flight being
  rendered unusable, the headquarters deploys a
  number of parachutes or similar precautions that
  
  headquarters & Hideouts 2
  when they land.  If a launched hero strikes a target
  the target must make a Damage save against the
  same DC? Launchers may also be used to launch
  vehicles.
  Ex: The Human Bullet has a launcher built into his
  headquarters, the Gun Yard.  The Gun Yard is a
  power level 12 headquarters.  When fired from the
  launcher the Human Bullet travels up to 12 miles at
  a rate of 120 feet per round.  When in flight he
  cannot change direction and if aimed at a specific
  target the launcher has a range increment of 6,000
  feet.  When the Human Bullet ends his trip he must
  make a Damage save, DC 27 as he hits the ground,
  assuming he travels the maximum distance.  If he hits
  a specific target at the end of his trip the target must
  also make a Damage save, DC 27.   
  If the Human Bullet puts his sidekick Missile, who
  happens to have Flight, into the launcher Missile’s
  flight speed increases by 120 feet per round for up to
  12 miles of travel, his maneuverability worsens by
  one level, but he can control his flight path and need
  not run into the ground at the end of the trip.  
  Mystic Locale
  A headquarters with this feature is built on a place of
  special mystic power, granting extra mystical powers
  to those who are attuned to these energies.
  Characters that live in the headquarters are assumed
  to already be attuned to the energies of the Mystic
  Locale, but other characters may attune to the mystic
  locale by participating in an eight hour ritual and
  spending a hero point.  Those attuned to the Mystic
  Locale may spontaneously cast any spell using
  Sorcery once per hour without becoming fatigued.  
  Page
  This feature can only be selected if one of the heroes
  who lives in the headquarters has a sidekick.  This
  feature gives the sidekick a sidekick.  This character,
  called a page, is someone who is training to take
  over the sidekick’s role when the sidekick becomes a
  hero in his own right.  Pages are built as if they were
  the sidekick of the hero’s sidekick and generally do
  not leave the headquarters because their training is
  not complete.  
  Reality Weak Point
  The fabric of reality is particularly weak in the head-
  quarters, making certain powers more effective
  within it.  Any powers that warp reality or involve
  travel to other dimensions, such as Reality Control,
  Pocket Dimension, or Dimensional Travel receive a
  bonus to any power checks equal to the power level
  of the headquarters.  This bonus only applies to
  powers used inside the headquarters and the power
  level of the power is not changed.  Reality weak
  points also attract a wide variety of other dimen-
  sional visitors to the headquarters, meaning the
  heroes will regularly have unexpected visitors
  appearing in their headquarters in the form of dimen-
  sional travelers.  
  Robotic Arm
  The headquarters has some manner of automated arm
  that can use touch range powers such as Natural
  Weapon or Strike.  The robotic arm must be placed
  in a specific square in the headquarters and is
  assumed to have a five foot reach.  The robotic arm
  has an attack bonus and hardness equal to half the
  power level of the headquarters.
  These feature may be taken multiple times, each time
  doubling the number of robotic arms in the headquar-
  ters or increasing their attack bonus and hardness to
  be equal to the power level of the headquarters.  
  Safe Room
  The headquarters has a specially prepared room
  which has a super-heavy door, reinforced walls, an
  independent air supply, and food and other perish-
  ables.  The walls and door of the safe room have a
  hardness double that of the walls of the headquarters
  and the lock on the safe room requires a Disable
  Device or Open Locks check, DC 20+ power level of
  the headquarters to open.  The safe room has one day
  Devil’s Workshop
  Page 4
  of food and water per power level of the headquar-
  ters.  The safe room is ten feet by ten feet by ten
  feet in size, though this may be doubled by
  selecting this feature multiple times.    
  Self Destruct
  The headquarters is equipped with some manner of
  explosives or power overload that will completely
  destroy the headquarters. When this device is acti-
  vated, which normally requires a specific pass
  word, key or similar security precaution, a prede-
  termined countdown begins.  This countdown may
  or may not be audible to the headquarters at large.
  Once the countdown is over the base explodes,
  destroying itself and everyone inside must make a
  Damage save, DC 20+ the power level of the head-
  quarters.  Everyone within 5 feet of the headquar-
  ters per power level must make a Damage save,
  DC 15+ the power level of the headquarters.  This
  damage is considered to be fire damage, but in
  some headquarters it may be pure concussive force
  or even gravity waves, depending on the headquar-
  ters.  
  Sovereign
  A headquarters with this feature are recognized as
  a sovereign nation or as belonging to a nation other
  than that on which soil it rests.  This is well suited
  for headquarters that are embassies or United
  Nations buildings.  Within the headquarters local
  law enforcement has no jurisdiction, but thwarting
  local authorities may have long term drawbacks in
  terms of lack of cooperation and trouble from
  higher levels of government.  Characters that live
  in the headquarters may also have diplomatic
  immunity at the discretion of the gamemaster.
  Trophy Room
  The headquarters has a special room for storing the
  costumes, gadgets, and memorabilia of past heroes
  and villains.  At the gamemaster’s discretion
  devices, costumes, and other such devices may be
  placed in the trophy room when villains are
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  defeated or when heroes retire or are killed.  These
  items may be later used by the heroes who own the
  trophy room in emergencies.  Using the items
  stored in the trophy room requires the hero doing
  so to spend a hero point and physically fetch the
  device from the trophy room.  The device works as
  normal, but the hero can only use the item for one
  hour before it breaks, runs out of power, gets too
  heavy, etc.  The hero may spend another hero point
  to use items stored in the trophy room for another
  hour, but as soon as he runs out of hero points he
  must stop using the item.  At the gamemaster’s
  discretion costumes that have no gadgets in them
  may be used without expending a hero point.
  Trophy rooms tend to be prime targets for thieves
  and villains wanting their gadgets back, so heroes
  best beware when installing them.  
  Untraceable
  Attempts to track people coming to or leaving a
  headquarters with this feature suffer a penalty on
  their Survival check equal to the power level of the
  headquarters.  
  Valuable
  Commodities
  Headquarters with this feature have some sort of
  valuable product that is found within the headquar-
  ters, such as a gold mine or ancient treasure vault.
  The heroes who use the headquarters gain the
  benefits of the Wealth feat, but only when they are
  in close proximity to the headquarters so they can
  return to it to obtain valuable goods.  This feature
  may be purchased multiple times to represent a
  vast store of wealth, acting in the same fashion as
  taking the Wealth feat multiple times.  
  White Noise 
  Any attempt to spy on a headquarters with this
  feature using mundane technology, such as using
  infra-red sensors, laser microphones, or bugs, auto-
  matically fails unless the means used to spy is a
  power.  
  Headquarters
  Disadvantages
  For each headquarters disadvantage selected the
  headquarters may select on additional feature.  
  Famous
  A headquarters with this feature is known throughout
  the world and its owners have to contend with a
  steady stream of people who come to see it and want
  to tour the inside.  This feature is especially appro-
  priate for headquarters build in existing landmarks,
  such as the Statue of Liberty.  The headquarters is
  constantly surrounded by tourists and guided tours
  through the facility are a regular occurrence, creating
  a serious security issue in addition to placing a lot of
  civilians in danger if the headquarters is attacked.  
  Chapter 2 -
  Headquarters
  Powers:
  Headquarters can be, and often are, equipped with
  superpowers of their own.  This is done by selecting
  the superpower as a feature. The cost of the super-
  power per level, including extras, cannot be greater
  than the power level of the headquarters.  One power
  stunt per power level of the power may be selected
  by increasing the cost of the power by one power
  point.  The power’s power rank is equal to the power
  level of the headquarters.  Alternately when a power
  is selected as a feature the power may be built by
  spending a number of power points on the power
  equal to the headquarters’ power level squared with
  the limitation that the power rank of the power
  cannot be higher than the power level of the head-
  quarters.  
  Below are optional rules and suggestions for using
  and integrating individual powers as part of a head-
  quarters. 
  Action in
  Headquarters
  Powers
  Unless the base itself is intelligent (see Intelligence
  feature in Headquarters and Hideouts) or the power
  is part of a defense system or automated routine (see
  Automated feature Headquarters and Hideouts), any
  powers possessed by the headquarters must be acti-
  vated by characters either inside or in contact with
  the base.  This takes the normal amount of time for
  each power and any rolls required, such as attack
  rolls, must be made by the activating character.  If
  the base has the Intelligence feature or is a headquar-
  ters character it may act normally using any powers
  possessed by the headquarters. 
  Range in
  Headquarters
  Powers
  Headquarters powers with a range of personal
  usually only affect the base itself, but in certain cases
  everyone in the base will be affected as well.  For
  example, a base with Flight and a range of personal
  can fly, taking everyone inside with it along for the
  ride.  If the Flight power has the Affects Others extra
  or the Others Only flaw, the base may bestow to
  others the ability to fly, but only on one person at a
  time.  Powers with the Affects Others extra or the
  Others Only flaw can affect any one thing in contact
  with the base.  To affect everything inside a base
  simultaneously, such as all the occupants, the power
  must have the Affects Others extra or Others Only
  flaw and purchase either the Area or Affect
  Occupants extra, detailed below. 
  If a headquarters has a range of touch it may affect a
  single target inside the headquarters or touching the
  outside of the headquarters.  To affect multiple
  targets inside the headquarters requires the Area extra
  or the Affect Occupants extra.  
  If a headquarters power has a range of normal it may
  affect any one target inside the headquarters or one
  target outside the headquarters that is within the
  
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  power’s range.  If a headquarters power has the Area
  extra it may affect anyone within the area of effect
  once it is centered on the target, inside or outside of
  the base, unless an intervening obstacle would stop
  the effect.  To affect multiple targets inside the head-
  quarters requires the Area extra or the Affect
  Occupants extra.  
  Duration in
  Headquarters
  Powers
  Powers with a duration of Instant work normally
  when installed in a headquarters.  
  Powers with a duration of concentration require
  whatever party is using the power, such as a hero
  operating controls within the headquarters or an
  Intelligence feature, to spend a half action each turn
  controlling the power.  If a power is part of an
  Automated Feature the Automated Feature spends
  the requisite half action each turn automatically until
  it is actively disengaged.  
  Powers with a duration of sustained require whatever
  party is using the power, such as a hero operating
  controls within the headquarters or an Intelligence
  feature controlling the headquarters,  to spend a free
  action each turn controlling the power.  If a power is
  part of an Automated Feature the Automated Feature
  spends the requisite free action each turn automati-
  cally until it is actively disengaged.  
  Powers with a duration of continuous remain active
  until someone actively turns them off.  
  Powers with a duration of permanent cannot be
  turned off.  
  When deciding what a power affects in terms of a
  headquarters’ inhabitants the gamemaster has to
  decide how lenient he wants to be in interpreting the
  rules.  For example with a range of personal does
  Astral Project create only the headquarters’ astral
  form and leave the people inside alone, or does
  everyone inside astrally project as well?  These rules
  are written with a strict interpretation of the rules to
  increase the cost of headquarters powers in order to
  keep headquarters powers, purchased for less than
  the cost of a feat, balanced against character powers.  
  A another option is available at the GM’s discretion
  using a headquarters-only power called Relay,
  detailed below, which allows the powers of a head-
  quarters to be used remotely by a character, such as
  using a sensor unit scan a book and transmit it back
  to the headquarters for translation via Comprehend
  or Absorb Knowledge.  
  Relay (Headquarters-only)
  Cost: 4
  Action: Half + Action of power used
  Range: Special
  This power allows character to use powers possessed
  by their headquarters while up too 10 miles away per
  power rank.  The power used through Relay acts
  normally as if it were being used by the character, so
  powers with a range of personal can only affect the
  character using Relay.  The action required to use a
  power through Relay requires a half action on top of
  the action needed to use the power transmitted
  through Relay.  Any power used through Relay
  should be checked with the gamemaster beforehand
  to make sure it is reasonable.  No power used
  through Relay may be used at a power rank higher
  than the headquarters’ power rank in Relay.  Only
  one character can make use of a headquarters’ Relay
  power at a time.  
  Example: The Jack of Shadow’s Shadow Cave has
  Relay +13, meaning he can use the powers housed in
  the Shadow Cave within 130 miles of the Shadow
  Cave.  The Shadow Cave also has Absorb
  Knowledge +13, Comprehend +13, Datalink +13,
  and Transmission +13 (all of which require a half
  action).  With a full round action the Jack of
  Shadows can use any of these powers by contacting
  the Shadow Cave computer through a radio
  handset/portable multiscanner (giving Relay the
  Device flaw).  The Jack of Shadows finds a book he
  cannot read so he uses the multiscanner to scan the
  Devil’s Workshop
  Page 6
  text and send it back to the Shadow Cave, where
  the computer decodes the book using Comprehend
  or Absorb Knowledge.  If the Jack of Shadows
  runs into a computer he cannot hack on his own he
  uses Relay and the multiscanner to access Datalink
  and hack into a computer system. 
  Relay uses some sort of transmission medium to
  function, which is determined at the time the
  power is selected.  This could be anything from
  psionic transmissions to radio waves. These signals
  can be jammed normally according to the medium
  chosen, rendering Relay useless while jammed.  
  If the powers of the headquarters are disabled for
  some reason, such as a computer crash or the
  Drain power, the headquarters’ powers may not be
  available.  
  Power Stunts:
  Multiple Relays: For each time this power stunt is
  purchased one other character can use the Relay
  power simultaneously.
  Increased Range: Each time this power stunt is
  taken the range that Relay can be use within
  doubles.  
  Extras:
  No Transmission: The Relay power does not actu-
  ally transmit its powers; it uses some manner of
  trans-locational effect to instantly get the powers
  where they need to go.  Relay may not be jammed
  if it has this extra. 
  Existing Powers
  Below a number of existing powers and how they
  relate to headquarters are discussed.
  Ability Shift
  (Power Corrupted)
  If Ability Shift is built into a headquarters with the
  Intelligence feature the power could manifest as
  the Intelligence rearranging the base to meet its
  own needs or those of the inhabitants. 
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  Alternatively if the power is built into the base to
  affect characters, possessing the Affect Others
  extra or Others Only flaw, it could be a device that
  allows characters to alter their genes, mystic aura,
  or perform surgical alterations.  In such cases
  increasing the type of action it takes to use the
  power may add some flavor because the process
  takes some time to complete.  Also such a device
  could make an excellent tool for super-villains who
  use it to make their enemies weak willed so they
  may be easily controlled.
  If this power is used against an unwilling victim
  the victim receives a Will save, DC 10+ power
  rank to resist the power.  If this save fails the
  power affects the victim.  
  An example of a headquarters with Ability Shift is
  a headquarters made of millions of little nanobots
  that can rearrange to suit their master’s will. 
  Extras:
  Redesign: For each rank in this power one head-
  quarters feature may be changed to another head-
  quarters feature when Ability Shift is used.  This
  change follows the normal limitations of changes
  made through Ability Shift.  
  Absorb
  Knowledge (Power
  Corrupted)
  Absorb Knowledge built into a headquarters could
  take the form of a device that scans any object and
  downloads information contained in the object,
  regardless of format, and translates it into some
  form of accessible database.  This could vary from
  a magical device that reads the aura of an item to a
  high-tech character recognition/multi-media
  system.  The Knowledge skill created by this
  power is accessible by any character at the
  system’s controls.  Through the use of the Relay
  power the headquarters could provide quick access
  and summation of information found in the field.  
  An example of a headquarters with Absorb
  Knowledge is a magical enclave that contains a
  pool of glowing liquid in which is placed any item
  holding information.  Immediately thereafter a small
  crystal floats to the top of the liquid, which may then
  be placed in a special magical reader device that
  projects the information in the item on a nearby wall.  
  Extras: 
  Database: You can store up to one Knowledge skill
  per power rank in the headquarters’ memory banks,
  allowing them to be recalled for later use by any
  character at the controls.  
  Absorption
  The Absorption power built into a headquarters func-
  tions as a defensive measure to protect the structure
  of the headquarters. This could take the form of
  special force shields projecting the base or mystical
  materials that redirect various energy types.  The
  effects powered by the absorbed energy follow the
  normal restrictions for powers built into a headquar-
  ters.  If a headquarters has Absorption and the Relay
  power, the Shared Energy power stunt below can be
  purchased for Absorption, allowing absorbed powers
  to be channeled through heroes connected to the
  headquarters through Relay.
  An example of a headquarters with Absorption is a
  headquarters built near a volcano that can absorb
  heat and use it to power other parts of the headquar-
  ters.  
  Power Stunts: 
  Shared Energy: Energies absorbed both by the
  headquarters and by characters using Absorption
  through the Relay power are stored in the same
  energy reserve, which is accessible by either the
  headquarters or the characters connected through
  Relay.  
  Accumulated
  Knowledge (Above
  and Beyond)
  Equipping a headquarters with Accumulated
  Knowledge means the headquarters has access to the
  lives and knowledge of past inhabitants of the head-
  quarters, or possibly a connection to some common
  wellspring of knowledge from which the knowing of
  all things pours.  This is similar in function to the
  Advisor feature, only much more powerful.  A char-
  acter accessing this power receives guidance based
  on the information stored in the headquarters, though
  when using physical skills some sort of link to the
  character’s nervous system is probably required, such
  as an ancestor ghost temporary possessing the char-
  acter to help him increase his Climb skill.  
  An example of a headquarters with Accumulated
  Knowledge is an underground base where spirits of
  the Earth, who have seen on all things on Earth for
  millions of Earth, share their wisdom with the head-
  quarters’ inhabitants.  
  Addictive
  Metabolism (Power
  Corrupted)
  A headquarters with this power produces some type
  of substance that most organisms find incredibly hard
  to resist, such as a strange fungal spores or a special
  alcoholic concoction that always brings them back
  for more.  The headquarters itself produces this
  material, which may mean it is organic or inorganic
  in origin, according to the nature of the headquarters.
  Unless the Affect Occupants extra is purchased this
  power only affects those inside the base who actively
  partake of the addictive substance, such as drinking a
  special tea.  If the Affect Occupants extra is
  purchased anyone inside the headquarters may be
  affected with the power, representing such things as
  addictive forms of visual light or special hallucino-
  genic gases.  
  An example of a headquarters with Addictive
  Metabolism is a super-villain operated bar where no
  one has just one drink and the beer nuts are strangely
  enticing.  
  Adhesion (Power
  Corrupted)
  Able to stick to other objects with ease, headquarters
  
  headquarters & Hideouts 2
  with this power are best served by also having a
  movement power, such as Flight.  Headquarters with
  this power are probably coated in some sort of sticky
  substance, allowing them to stick to other objects and
  entangle those unfortunate enough to come into
  contact with the headquarters.  This power can serve
  as an excellent non-lethal defensive measure.
  Anyone in contact with the exterior surfaces of the
  base receives a bonus to Climb checks too climb the
  headquarters equal to the power level of Adhesion,
  but must make a Strength check each round they are
  in contact with the headquarters against DC 10+ the
  Adhesion power level to keep from getting stuck.  If
  the character gets stuck they are considered pinned to
  the headquarters until they are able to make the
  Strength check, each attempt requiring a half action.    
  An example of a headquarters with Adhesion is the
  Castle of the Spider People, which is covered in
  webbing and similar obstacles, entangling those who
  come near.    
  Alternate Form
  Headquarters with the Alternate Form power are very
  unusual in their utility: buildings that suddenly
  change into pure light or explosive force are often
  considered quite odd.  A headquarters using this
  power is assumed to not transform its occupants
  unless the headquarters has the Affect Others extra,
  possibly putting its occupants in extreme danger.  If
  the base does have the Affect Others extra, the occu-
  pants change form as well but cease being affected
  by this power as soon as they leave the headquarters.
  Occupants can oppose being affected by this power
  by rolling a Willpower save, DC 10+ the Alternate
  Form rank.  
  An example of a headquarters with Alternate Form is
  a mystical stronghold that can turn itself into pure
  shadow, concealing its location and making it very
  difficult to attack.   
  Extras:
  Alternate Form Freedom: Characters transformed
  by Alternate Form because they are in a headquarters
  with that power can leave the headquarters without
  the power deactivating.  
  Amazing Save
  A headquarters with Amazing Save (Damage) has a
  very strong outer structure and primary supports.
  Most headquarters do not have Amazing Save
  (Fortitude) because they are constructs and have no
  Constitution, but living headquarters that are particu-
  larly resistant to poisons, diseases, fatigue or similar
  threats have this power.  Only headquarters that are
  able to move in some fashion have Amazing Save
  (Reflex).  Amazing Save (Will) is a rarity amongst
  headquarters unless the base itself is intelligent, but it
  also may represent some sort of grounding in reality
  that makes the headquarters resistant to outside
  forces as if it had a will of its own.  If the Affect
  Others extra is purchased, the saving bonuses can be
  granted to those inside the base as well.  
  An example of a headquarters with Amazing Save
  (Damage) is a mountain fortress whose structure is
  sound but it has little actual armor coverage on its
  walls.  An example of a headquarters with Amazing
  Save (Fortitude) is headquarters built within the shell
  of a giant, immortal and disease resistant turtle that
  swims about the seas, which could also have
  Amazing Save (Reflex) if it is nimble enough or
  Amazing Save (Will) if it is particularly strong of
  mind.  Another example of a headquarters with
  Amazing Save (Will) is a mansion built in a place of
  very stable reality where it is difficult to use many
  types of powers that defy common belief.  
  Anatomical
  Separation (Power
  Corrupted)
  Headquarters with this power can break into smaller
  pieces, each of which has limited functionality as per
  the power description.  Each separate part contains
  no more than one headquarters feature per power
  rank.  If your headquarters has a movement power
  you can have it affect all parts when separated as a
  power stunt called Mobile Separation.  
  Devil’s Workshop
  Page 8
  An example of a headquarters with Anatomical
  Separation is a large space station that can break
  into separate parts when threatened, each of which
  has its own movement abilities.   
  Power Stunts:
  Mobile Separation: When your headquarters
  breaks up into separate pieces, all the pieces can
  use the movement powers possessed by the head-
  quarters.
  Animal Affinity
  (Power Corrupted)
  A favorite hangout with the local animal popula-
  tion, headquarters with this power tend to attract a
  large number of animals to its vicinity.
  Headquarters with this feature are likely to have
  the Intelligence feature to represent some animal-
  friendly consciousness within the headquarters and
  the animal quarters feature.  
  An example if a headquarters with Animal Affinity
  is an abandoned public park long overgrown that
  has become a haven for the local animals and
  whose remaining buildings houses the operations
  of a super hero.  
  Power Stunts:
  Animal Security: Your headquarters has a large
  population of small animals, such as rats or chip-
  munks that act as a second set of eyes throughout
  the headquarters.  Any unwanted guests in the
  headquarters suffer a penalty to their Hide and
  Move Silently checks equal to your power rank
  due to the animal eyes located everywhere.  These
  creatures warn the resident heroes when an unau-
  thorized intruder approaches the headquarters.  
  Extras:
  Animal Defenders: The animals near a base with
  this extra will defend the base if it falls under
  attack.  Within five rounds of the headquarters
  being attacked one creature per power level of the
  headquarters will arrive, each with a power level
  equal to the power rank of Animal Affinity and all
  
  Page 9
  Devil’s Workshop
  headquarters & Hideouts 2
  the animals are minions.  These animals can be of
  any sort allowed by the gamemaster, from
  dinosaurs to dragons.  These animals will fight to
  the death to defend the headquarters.  
  Animation
  Headquarters this power can animate interior or
  nearby objects if the range remains at normal, but
  if the range is reduced to touch the headquarters
  can only affect objects touching the headquarters.
  If the range of the power is reduced to personal the
  headquarters can only animate itself, but if
  combined with Anatomical Separation this could
  lead to a base breaking into several sections and
  then animating into a small army of animated
  components.  
  An example of a headquarters with Animation is a
  large skyscraper that comes alive to defend itself
  and its city when called upon.  
  Apotheosis (Above
  and Beyond)
  Apotheosis allows headquarters to assume the
  guise of a mythological or fantastic location, such
  as Mount Olympus or an angel’s castle.  Unless the
  headquarters is mobile or has the Intelligence
  feature the attribute bonuses gained should go to
  Constitution.  If the headquarters is a headquarters
  character this power should work normally on the
  headquarters character, which means the headquar-
  ters character turns into some deity that carries a
  suitable object to represent the headquarters, such
  as Atlas holding up the world.  Also the owners of
  the base may select extra features instead of feats
  if desired.  The two powers gained during the
  transformation are selected as normal.  When his
  power is not active the headquarters looks like a
  completely mundane building of some type.  
  With the Affect Others extra those inside can also
  take on the forms of gods, but they must take on a
  form that is of the same mythology as the appear-
  ance of the headquarters.  This power fades if they
  try to leave the headquarters.  If the power has the
  Others Only flaw the headquarters itself does not
  change, but those inside do.  
  An example of a headquarters with Apotheosis is the
  house of a worshipper of the Norse Gods who can
  transform her house into a longhouse from Valhalla,
  with Healing and Super-Strength to prepare those
  within for battle.  
  Power Stunt:
  Portal: The headquarters also contains a portal to the
  home dimension of the mythology it is based on.
  Extras: 
  Apotheosis Freedom: Those inside a headquarters
  who are transformed this by this power do not lose
  the abilities granted when they leave the headquar-
  ters.  
  Armor
  Usually a headquarters increases its ability to resist
  damage by increasing its hardness instead of
  purchasing Armor.  A headquarters’ hardness and
  Armor power combined cannot be higher than twice
  the headquarters’ power level due to power staking
  limits.  Armor on a headquarters represents some
  type of removable armor plating on the outside base,
  such as heavy playing sliding out over the upper
  floors of a skyscraper.  This process normally takes
  one minute, much like someone taking off a suit of
  armor.  
  An example of a headquarters with Armor is a stone
  castle whose walls are actually made of camouflaged
  high-tech ceramic plating.  
  Power Stunt:
  Deployable: The physical manifestation of the
  Armor power, such as heavy armor plating, may be
  retracted into the base or redeployed as a half action.
  This allows headquarters to avoid looking like
  heavily defended fortresses.  
  Armory (Power
  Corrupted)
  A headquarters with this power must have the head-
  quarters feature of the same name.  This power
  represents a wide variety of easily available high-
  tech gadgets with which minions can be equipped.
  There is enough material inside for each minion of
  the owning heroes to be equipped with one device,
  but only your dedicated followers have received the
  necessary training to use these devices.  NPCs other
  than minions led by one of the heroes who owns the
  base or staff of the base cannot use the equipment  If
  you have a gadget lab you may change which powers
  your minions receive through Armory without
  becoming fatigued, but each change requires 1 hour
  of work.  
  An example of a headquarters with Armory is a
  super-villain military base where dozens of minions
  can be equipped with the latest in weaponry and
  equipment.  
  Astral Projection
  A headquarters with this power can project itself into
  the astral plane.  Unless the headquarters is intelli-
  gent or is a headquarters character, this power isn’t
  very effective without the Affects Others extra or the
  Others Only Flaw.  
  With either of these options occupants of the base,
  the number affected determined by the Affect
  Occupants and Area extras, have their astral forms
  pulled along with the base’s astral form. If they wish
  to remain in their body the unwilling occupant must
  make a Will power save, DC 10+ the headquarters’
  ranks in Astral Projection.  While the headquarters is
  using Astral Projection its physical form and the
  bodies of all the occupants who travel with it shut
  down; technological devices stop operating, and
  living beings go into a coma.  The astral forms may
  interact with the astral plane normally, but if the
  astral forms of any of the occupants leave the astral
  headquarters they are immediately forced back into
  their bodies.  
  
  headquarters & Hideouts 2
  An example of a headquarters with Astral Projection
  is a high-tech parapsychology research center that
  can transfer everything inside to the astral plane.  
  Extras:
  Astral Presence: The headquarters can exist both in
  the astral and normal planes simultaneously,
  preventing both physical and astral travelers from
  breaching its walls.  If the headquarters has the
  Affects Others extra anyone designated by the base
  also exists in both planes simultaneously.  
  Astral Freedom: Astral occupants of the headquar-
  ters may freely leave and reenter it while it is in its
  astral form.  
  Astral Trap
  (Power Corrupted)
  A rarely encountered defensive measure, this power
  is sometimes used as a form of high security incar-
  ceration.  In such cases troublesome or dangerous
  captives are zapped into an astral essence holding
  object instead of being locked up in a cell.  The
  objects holding the astral essences are normally
  stored somewhere safe in the headquarters.  
  An example of a headquarters with Astral Trap is a
  super-villain-only prison of the highest caliber where
  captured villains are placed in the Astral Trap to
  prevent them from causing further mischief.  
  Atomic Mastery
  (Power Corrupted)
  A power rarely found in headquarters due to its cost
  and odd mix of powers, it is normally found in only
  the most powerful headquarters.  It makes an excel-
  lent headquarters power for characters concerned
  with creation or the basic nature of the universe.  It
  also makes an excellent power to be channeled
  through the Relay power, possibly powering an entire
  team of heroes.
  An example of a headquarters with Atomic Control is
  a space station built around a font of pure creation
  energy and uses this energy to control the atomic
  structure of surrounding space.  
  Bane (Power
  Corrupted)
  Without the Affect Occupants extra this extra only
  makes sense if the headquarters either has its own
  source of locomotion, weapon systems or the Affects
  Others extra or Others Only flaw.  This power is
  particularly well suited to bases owned by super-
  heroes that have a specific type of creature as their
  arch-nemesis, allowing the heroes to easily defend
  their base if attacked.  It also works well with head-
  quarters characters.  
  An example of a headquarters with the Bane power
  is a robot hunter’s high-tech trophy storage space,
  filled with electromagnetic weapons and capable of
  communicating with its occupants to give them a
  constant stream of information about the weaknesses
  of any robots present in the headquarters.  
  Combo Power Stunts:
  Bane Gun: If the headquarters also has the Armory
  power any weapons created using Armory gain a
  bonus to all attack rolls against the creature specific
  by Bane, even if the weapons are removed from the
  headquarters.  
  Banish (Power
  Corrupted)
  Headquarters with this power have some sort of
  resistance to dimensional travel, making it difficult
  for dimensional travelers to remain in the headquar-
  ters for long if they are not wanted.  The
  Dimensional Blackout power stunt can shield a base
  from dimensional travel instead of just forcing trav-
  elers back the way they came.  Activating
  Dimensional Blackout will deactivate any dimen-
  sional features in the headquarters except for dimen-
  sional alarm.
  An example of a headquarters with Banish is a super-
  science lab that uses artificial gravity waves to warp
  Devil’s Workshop
  Page 10
  surrounding space, causing dimensional travelers
  to rebound back where they came from.  
  Extras:
  Auto-Banish: This extra may only be purchased if
  the headquarters has the dimensional alarm power.
  If the dimensional alarm detects any dimensional
  travelers or teleporters entering the headquarters
  that are not recognized by the system as friendly,
  the headquarters immediately uses the Banish
  power on the trespassing dimensional traveler or
  teleporter.  
  Bestow (Power
  Corrupted)
  Often tools of super-villains, headquarters with the
  Bestow power are used primarily to transform
  victims into a type of creature the owners of the
  headquarters can command or control.  Changing
  people’s bodies without their permission is not a
  very heroic action.  
  An example of a headquarters with the Bestow
  power is an evil artificial intelligence’s hideout
  where kidnapped victims are taken and trans-
  formed into cyborg zombie minions.  
  Extras:
  Remove Template: The headquarters is equipped
  not only to bestow but remove templates.
  Removing a template requires 24 hours and an
  opposed power check between the Bestow power
  that created the template and the headquarters’
  Bestow power trying to remove the template.  At
  gamemaster discretion some templates may be
  impossible to remove.  
  Bio-Link (Power
  Corrupted)
  Inhabitants of a base with this feature may all be
  linked together, sharing their life forces so they are
  more difficult to harm.  The headquarters need not
  be an active member of this link; instead it may
  just provide the medium for the link to exist.  
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  An example of a headquarters with Bio-Link is a
  headquarters built within a giant living plant that
  shares the life forces of all inhabitants with each
  other.   
  Biophysical
  Manipulation
  (Power Corrupted)
  If this power has a range of personal it allows
  organic bases to completely control their bodily
  functions.  If the power has the Affects Others
  extra or the Others Only flaw it may target those
  within the base, granting them control total over
  their bodily functions, and if the headquarters has
  the Intelligence feature it can help control these
  functions well.  
  An example of a headquarters with Biophysical
  Manipulation is a research institution that can
  inject chemicals into occupants of the headquarters
  by using thousands of small air injectors built into
  most surfaces.  
  Blending
  A headquarters with this power automatically
  camouflages with the surrounding area, making it
  difficult to spot.  This is assumed to only affect the
  exterior surfaces of the headquarters, but if the
  power has the Affects Others or the Others Only
  flaw extra those inside may blend in with the inte-
  rior surfaces of the headquarters.  This power is
  common amongst well hidden headquarters.  
  An example of a headquarters with Blending is a
  jungle fortress built of a metal that bends light,
  making it easily disappear into the surrounding
  foliage.  
  Boost
  If a headquarters can only affect itself with this
  power the headquarters best have other powers, the
  Intelligence feature, or is a headquarters character
  to make use of the boosted ability.  Alternately if
  this power has the Affect Others extra or the Others
  Only flaw there may be some sort energy ray or
  special liquid filled tank that grants the Boost power
  to targets inside.  
  An example of a headquarters with Boost is a
  mystical castle that charges its chosen champion with
  strength beyond that of mortal men when a specific
  codeword is spoken.  
  Bounce (Power
  Corrupted)
  Allowing a rather unusual form of headquarters
  mobility, Bounce allows a headquarters to move
  from place to place by bouncing.  Those inside are
  assumed to be shielded from the jerking affects of
  the bouncing movement and suffer no damage or
  penalties from the movement of the headquarters.  A
  flaw, Bumpy Ride, may be taken though to negate
  this effect.
  An example of a headquarters with Bounce is a head-
  quarters built in the shape of a giant ball with walls
  made of flexible, resilient ceramic armor plating.
  Unfortunately the builders of the headquarters used
  most of their funds on internal systems and had little
  left to provide locomotion.  
  Flaws:
  Bumpy Ride: Those inside the headquarters should
  strap in before using the Bounce power, requiring the
  character be near a suitable chair and spend a half
  action getting in the chair.  If a character is not
  strapped in he must make a Reflex save, DC + the
  headquarters’ rank in Bounce.  If this save fails the
  character must then make a Damage save, DC 15+
  the headquarters’ rank in Bounce.  
  Catalyst (Power
  Corrupted)
  Within a headquarters with this power sodas never
  explode from being shaken and wine never turns to
  vinegar.  A power stunt, Bad Reaction, can also be
  purchased for this power automatically limiting the
  effectiveness of chemical explosives and acids within
  the base.
  An example of a headquarters with Catalyst is a
  haunted bomb testing site where all chemical reac-
  tions are altered by the angry spirits of workers slain
  in a past accident that resulted in the deaths of
  dozens of workers.  
  Power Stunts:
  Bad Reactions: Dangerous chemical reactions are
  naturally suppressed within the bounds of the head-
  quarters unless the power’s controls are actively
  recalibrated, requiring a half action.  Any chemically
  based explosive or attack, including acid at the
  gamemaster’s discretion, has its Damage save DC
  reduced by the power rank of this power.  
  Clarity (Power
  Corrupted)
  By means of extremely powerful floodlights,
  removal of the influence of shadows, or some more
  outlandish means within the headquarters all
  concealment DCs and the power ranks of all conceal-
  ment creating powers are reduced by the headquar-
  ters’ power rank in Clarity.  
  An example of a headquarters with Clarity is a head-
  quarters used by agents of the divine with walls
  made of luminous materials that prevent any dark-
  ness from forming anywhere within the headquarters.  
  Extras:
  Revealing Light: Any attempts to use the Hide skill
  in the headquarters suffer a penalty equal to the
  power rank of Clarity.  
  Cleanse (Power
  Corrupted)
  Headquarters with this power have something in
  their construction that enables the headquarters, and
  possibly those inside, to easily shake of mind control
  and similar invasive powers.  This could represent
  anything from self-repair units to dozens of small
  imps that rip out any source of infection.  
  
  headquarters & Hideouts 2
  An example of a headquarters with Cleanse is a
  sorcerer’s sanctum enchanted to automatically right
  any bodily invasion of its inhabitants. 
  Clinging
  The headquarters with this power can stick to
  objects, which is best combined with some other
  movement power.  Anyone climbing a headquarters
  with this power receives a bonus to their Climb
  check equal to the headquarters’ rank in Clinging.  
  An example of a headquarters with Clinging is the
  lair of a city conquering villain that attaches itself to
  the largest building in his target cities before
  disgorging an army of minions on the shocked popu-
  lace.  
  Color Control
  (Power Corrupted)
  A headquarters with this power can change the color
  of nearby objects or anything within itself.  The
  power stunt Size will need to be purchased several
  times for the headquarters to affect itself.  
  An example of a headquarters with Color Control is
  a headquarters built within a giant prism that can
  control the wavelength of nearby light.  
  Combat Sense
  Unless the headquarters has the Intelligence feature
  and is mobile or is a headquarters character this
  power cannot be purchased without the Affects
  Others extra or the Others Only flaw.  Those affected
  by this power within the headquarters receive a
  constant stream of information in some form
  describing any threats in their vicinity, allowing them
  to never be caught off guard.  
  An example of a headquarters with Combat Sense is
  a high tech combat base that uses a series of ultra
  low frequency directional speakers to communicate
  information gathered by the base’s security system
  directly to the eardrums of the base’s occupants.
  Command (Power
  Corrupted)
  While a headquarters with this power and the
  Intelligence feature may actually have a horde of
  minions to command, a headquarters without the
  Intelligence feature instead could represent an impor-
  tant social or religious location that has its own
  protectors.  Whoever controls such an important
  structure gains dozens of followers, which are
  purchased either by selecting the Minion feat as a
  power stunt for this power by selecting the Staff
  feature for the headquarters.  Such a building can
  instill fanaticism in those who are dedicated to it,
  driving them to serve its master beyond the normal
  limits of loyalty.  The feature Landmark is appro-
  priate to headquarters with this power.  Unfortunately
  allowing such a headquarters to be destroyed is likely
  to upset your formerly loyal followers.  
  An example of a headquarters with Command is
  subterranean base built beneath the White House
  served by a loyal horde of Masons sworn to protect
  the White House.  
  Flaws: 
  Locational Loyalty: The headquarters’ minions are
  more dedicated to your headquarters than he who
  controls it.   Only half of the minions will willingly
  leave the headquarters at a single time.  
  Comprehend
  A headquarters with this power has some manner of
  translation capacity, enabling it to understand any
  languages spoken within it.  It may then communi-
  cate this information to others.  If this power has the
  Affect Occupants extra those affected by it may
  understand other languages directly instead of
  filtering conversations through the headquarters
  translation systems.  
  An example of a headquarters with Comprehend is a
  lair within a hollowed out tree with a special plant
  that absorbs spoken information and transforms the
  information into a liquid which it injects into other
  living beings via thorns.  This liquid contains the
  Devil’s Workshop
  Page 12
  essence of the spoken information and can be
  understood by any living being.  
  Computer
  Projection (Power
  Corrupted)
  With this power a headquarters can project a pres-
  ence into other computers, but this power may
  only be purchased if the headquarters has the
  Intelligence feature, is a headquarters character, or
  this power has the Affects Others extra or Others
  Only flaw.  With the Intelligence feature the
  Intelligence is projected into the computers when
  this power is used.  With the Affects Others extra
  or Others Only flaw occupants may have their
  minds projected into computers, which probably
  requires some sort of special chair or helmet.
  Those wishing to resist the power may do so with
  a Willpower save, DC 10+ the Computer
  Projection power rank.  The headquarters need not
  be in direct physical contact with a computer to
  use this power, but it must have some sort of
  viable way to contact the system, such as a phone
  line or network connection.  
  An example of a base with Computer Projection is
  a research base haunted by a ghost of a computer
  programmer who can enter the base’s computers,
  and through them the outside world.  
  Confession Burn
  (Power Corrupted)
  Used in defense systems by those who fear
  friendly fire incidents, this power usually is found
  in headquarters with a divine or spiritual nature.
  As an alternative a super-villain could have a
  power that works on the reverse principle of
  Confession Burn, doing more damage to the
  virtuous.  Such a device would make an excellent
  torture device in any super-villain lair.  
  An example of a headquarters with Confession
  Burn is a large church that strikes any who enter
  with holy fire, smiting down those unworthy of
  stepping on holy ground.  
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  Confusion (Power
  Corrupted)
  The product of psychedelic lighting, drugged fog,
  or mystical spells a headquarters with this power is
  very disorienting to those who are not invited.  In
  some headquarters, particularly those of other-
  worldly evils from before the dawn of time, the
  very architecture of the building may induce
  madness, tearing at the sanity of those that glimpse
  its many horrors.  
  An example of a headquarters with Confusion is
  an old run down sanatorium where the etchings of
  the insane mar the walls, hinting of terrible things
  man was not meant to know.  
  Extras:
  Maze: Those who enter the headquarters that are
  not occupants of it or are not accompanied by
  occupants have a habit of getting lost.  Such unin-
  vited guests must make a Will save, DC 10+ power
  rank each turn they move or move in a random
  direction instead of the one they intended.
  Standing still is the best defense against this
  power.  
  Consume (Power
  Corrupted)
  Possibly part of some advance repair system, head-
  quarters with the Consume power are able to
  destroy nearby matter in order to repair itself or
  grow in size.  If a headquarters grows in size it
  gains no features, but each room does increase in
  size.  See the Growth power for information on
  how changing sizes affects headquarters.  If this
  power has the Affects Others extra or Other Only
  flaw the headquarters may destroy nearby objects
  and use this power to heal or increase the size of
  its occupants instead of healing or increasing its
  own size.  
  An example of a headquarters with Consume is a
  cutting edge manufacturing facility that can intake
  any material, rearrange it on a molecular level, and
  use it to repair or add on to the base.  
  Headquarters Feature:
  Mass Storage: Your headquarters has a room full of
  material to destroy using Consume.  This material
  could be anything from waste materials to small
  particles of a super dense solid.  The room contains
  100 points of hardness worth of materials and these
  points are regenerated at a rate of 10 points per day.  
  Coordinate (Power Corrupted)
  The headquarters sends out a constant stream of
  transmissions to anyone linked to it informing each
  recipient about the current whereabouts and activities
  of the other recipients.  This includes detailed infor-
  mation on what each member of the Coordinate
  group sees, allowing members to use other member’s
  sensory information when targeting opponents.  
  An example of a headquarters with Coordinate is a
  lightning charged mystical mountain top fortress that
  combines the electrical brain activity of all its inhabi-
  tants into one whole and then redistributes it to the
  occupants of the fortress, allowing them to know the
  conditions and perceptions of others.  
  Extras:
  Big Brother: Inside the headquarters all members of
  the Coordinate group may ignore all concealment
  because the headquarters itself feeds targeting data
  into the Coordinate link.
  Corrosion
  A headquarters with this power is able to inflict
  significant damage on any non-living matter it comes
  into contact with. This normally only occurs on a
  specific section of the headquarters’ surface, such as
  a battering ram or weapon arm.   
  An example of a headquarters with Corrosion is a
  gnarled, blackened hangman’s tree filled with evil
  and corruption that causes all non-living matter that
  comes into contact with it to decay and rust (and it
  probably wouldn’t be too healthy for living matter
  either).   
  Extras:
  Corrosion Walls: When activated this power may
  simultaneously affect every surface of the headquar-
  ters, inside and out.  All non-living matter that comes
  into contact with any part of the headquarters is
  affected.  
  Cosmic Power
  Cosmic Power is usually only found in the most
  unusual of headquarters, such as giant creation
  batteries located at the center of the universe.  These
  headquarters are often of immense power and are
  usually the home of some suitably powerful organi-
  zation.  Cosmic Power is often combined with Relay
  to provide a variety of powers to those who use the
  headquarters.
  An example of a headquarters with Cosmic Power is
  a headquarters built around a white hole (the theoret-
  ical other end of a black hole) that uses the energy
  released by the white hole to create a number of
  effects. 
  Create Object
  When Create Object is found in a headquarters the
  power often has the Realistic and Shapeable extras
  along with a permanent duration and an increased
  action, representing a factory or manufacturing
  facility of some sort.  
  An example of a headquarters with Create Object is a
  headquarters equipped with a hard-light hologram
  projector than can create hard-light images of simple
  geometric objects.  
  Extras:
  Armory: The headquarters can create items to equip
  your minions with, giving the headquarters the
  Armory power its Create Object power rank.     
  Creature Creation
  (Power Corrupted)
  By its nature Creature Creation requires a headquar-
  ters or base of some type to function since it requires
  
  headquarters & Hideouts 2
  a workshop to create in.  A headquarters with this
  power will have the capacity to create creatures at
  the direction of its owners, or its own direction if the
  headquarters has the Intelligence feature or is a head-
  quarters character.  The normal time constraints
  remain.
  An example of a headquarters with the Creature
  Creation power is a high-tech genetic manipulation
  facility able to quickly create clones with varying
  abilities and powers.
  Power Stunt:
  Storage Tanks: The headquarters can store a number
  of creatures in special storage tanks, keeping a
  number of creatures fresh and ready indefinitely
  equal to the headquarters’ power level.  The total
  number of creatures active cannot exceed the power
  rank of Creature Creation, but creatures in the
  storage tanks do not count as active and can be
  removed from storage with a full round action.
  Danger Sense
  (Power Corrupted)
  If the headquarters does not have the Intelligence
  feature, is not a headquarters character, or is immo-
  bile, it will sound warning alarms when this power
  goes off, but the headquarters gains none of the
  advantages of the power regarding dodge bonuses
  and the Surprise Strike feat.  If the headquarters has
  the Intelligence feature, is mobile, or is a headquar-
  ters character it gains all the normal advantages of
  this power.  If the Affects Others extra or the Others
  Only flaw are purchased this power may be granted
  to those inside.  
  An example of a headquarters with Danger Sense is a
  crystal lined psychic hideaway that warns those who
  dwell there of danger approaching.    
  Darkness Mastery
  (Power Corrupted)
  Darkness is a nearly constant condition with a head-
  quarters with this power.  Hallways will generally be
  very dark, making it easy to hide but difficult to
  maneuver.  Also light sources will have a nasty habit
  of going out.  Darkness Mastery works well for
  headquarters possessed by heroes with some special
  tie to darkness and shadows.  It also makes a great
  villain lair power.  
  An example of a headquarters with the Darkness
  Mastery power is a wizard’s sanctuary in a magical
  hotspot where a mystical realm of shadow bleeds
  over into this plane.  
  Power Stunt:
  Darkvision: Those characters that live in the head-
  quarters have 60 foot darkvision while inside the
  headquarters.  
  Extinguish: Any light source in the headquarters is
  automatically targeted for an extinguish attempt by
  Darkness mastery.  
  Datalink
  Headquarters with the Datalink power provide
  amazing access to computer systems linked to the
  headquarters.  Assuming the headquarters is
  equipped with some sort of high capacity connection
  to the internet and similar computer networks this
  power allows the computer to easily access most
  computers it can reach.  
  An example of a head-
  quarters with Datalink is a high-tech installation
  outfitted with virtual reality technology, allowing
  those using the power to directly experience the
  computer universe.
  Power Stunts:
  Datalink Firewall: All attempts to hack into the
  headquarters’ computers have their DCs increase by
  the power rank of the headquarters’ Datalink power.  
  Dazzle
  Dazzle is commonly installed on headquarters as part
  of a non-lethal defense system, blinding or deafening
  foes so they may be easily subdued.  
  An example of a headquarters with Dazzle is a mili-
  Devil’s Workshop
  Page 14
  tary installation equipped with automated search-
  lights and flare guns.
  Deafening Noise (A
  Matter of Family)
  Often the side effect of industrial operations or
  movement powers, headquarters with Deafening
  Noise creates some type of sensory overload that
  makes it extremely difficult to use a specific sense
  when near the headquarters.  It is assumed the
  headquarters has proper shielding to make those
  within immune to the Deafening Noise.  This
  power may be purchased as an extra for other
  powers to represent the noise or smells created by
  the other power, such as the road of a jet engine
  for the Flight power.  
  An example of a headquarters with the Deafening
  Noise power is a robotic factory that is very very
  loud when in operation.  
  Flaw:
  No Baffles: When activated this power affects
  everyone inside the base as well as outside.  
  Deflection
  Headquarters with the Deflection power have some
  sort of movable armor plates, force fields, or
  dimensional vortexes the headquarters moves
  around to block incoming attacks.  Such devices
  are normally linked into the headquarters’ security
  system, run by the Intelligence feature, or operated
  by someone within the base.  Purchasing Danger
  Sense as an extra to this power will help the head-
  quarters block surprise attacks.
  An example of a headquarters with Deflection is
  clockwork castle protected by giant brass shields
  held by automated robotic arms.  
  Density Control
  Density Control is usually only found in headquar-
  ters that have some sort of mobility or built into
  headquarters characters due to the fact the power
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  grants Super Strength, which an immobile struc-
  ture has little use for.  Removing that aspect of
  Density Control reduces the cost of the power to 2
  power points per level.  If the Affects Others extra
  or Others Only flaw are purchased the floors of the
  headquarters are assumed to be tough enough to
  support the occupants when their density increases.
  Without the ability to affect those inside the head-
  quarters occupants will fall through the floors of
  the headquarters if its density is reduced to become
  Incorporeal.  Headquarters with Density Control
  usually have sort of ability to affect gravitational
  or nuclear forces, or possibly phase part of their
  mass to another dimension.
  An example of a headquarters with Density
  Control is a huge spacecraft that decreases its
  density while traveling through space, allowing it
  to travel through asteroids, and increases its
  density on planets, increasing its defensive
  strength.  
  Power Stunts:
  Density Boots: Residents of the headquarters are
  equipped with some type of power or gadget that
  allows them to avoid falling through the floor
  when Density Control is used to turn the headquar-
  ters Incorporeal.  This extra does not allow the
  user to interact with other incorporeal objects.  
  Devouring Void
  (Above and Beyond)
  Headquarters with this power have some sort of
  defensive measure that sucks up opponents and
  stores them in a dimensional storage space.  This
  can also be used internally, but the effects would
  probably do as much damage to the headquarters
  and its owners as any enemies.  This attack power
  is often used by those who wish to incapacitate
  attackers with non-lethal force.
  An example of a headquarters with the Devour
  Void power is a high-tech floating city powered by
  a black hole that can be used as a defensive
  measure when combined with a pocket dimension.  
  Power Stunt:
  Controlled Portal: The headquarters has a portal to
  the pocket dimension formed by Devouring Void,
  allowing controlled removal of specific objects from
  the pocket dimension.  
  Dimensional
  Doppelganger
  (Power Corrupted)
  A headquarters with Dimensional Doppelganger is
  able to summon up slightly different versions of
  itself from other dimensions.  For the doppelganger
  headquarters, the feature spent on Dimensional
  Doppelganger can be spent on another feature.  
  An example of a Dimensional Doppelganger head-
  quarters is the lair of an inter-dimensional conqueror
  that sends duplicates of his base filled with minions
  to target dimensions to create a beachhead for his
  invasion.
  Power Stunts:
  Change Features: The doppelganger headquarters
  can change one feature per power rank.  
  Dimensional Shunt
  (Power Corrupted)
  Installed as a defensive feature, Dimensional Shut
  allows the headquarters to block incoming attacks
  from outside sources and create an extra-dimensional
  storage space for use by the occupants of the head-
  quarters.  The pocket dimension may be accessed
  anywhere within the headquarters.  
  An example of a headquarters with Dimensional
  Shut is a mystical stronghold equipped with a
  mystical cloth that turns into a portal to a small
  extra-dimensional space when a certain command
  word is spoken.  The cloth can be torn down and
  used as a net in emergencies.  
  Power Stunt:
  Go Directly to Jail: If the headquarters has a dimen-
  sional prison, creatures trapped by Dimensional
  Shunt are directly routed to the dimensional prison.
  This allows the target to be kept prisoner without
  suffocating in the Dimensional Shunt pocket dimen-
  sion.  
  Dimensional Travel
  A common power for headquarters owned by dimen-
  sion hopping heroes, putting Dimensional Travel in a
  headquarters saves having every member of the team
  from having to buy the power.  It is assumed that
  everyone in the headquarters will travel with it when
  this power is used.  
  An example of a headquarters with Dimensional
  Travel is castle that leaps from dimension to dimen-
  sion as its owner seeks a dimension where his lost
  love is not dead.  
  Power Stunt:
  Home Dimension: the headquarters has a home
  dimension that it can always return to without a
  power check.  
  Disintegration
  A common feature in security systems,
  Disintegration allows the headquarters to be easily
  defended against attackers who are inorganic or
  make wide use of vehicles.  It is of precious little use
  against those who rely strictly on organic means for
  combat.  Also some headquarters use Disintegration
  to help keep their waste production under control.
  An example of a headquarters with Disintegration is
  an automated research facility protected millions of
  nano-robots that break down any non-living matter
  they encounter into its component pieces.  
  Extras:
  Garbage Chutes: The headquarters is equipped with
  one disintegrating garbage chute per power level.
  These chutes can accept items of Small size or
  smaller and destroy any item placed within them.
  While these garbage chutes are supposed to be used
  for getting rid of waste products they can be very
  handy when small robots invade your headquarters.  
  
  headquarters & Hideouts 2
  Drain
  Another effective defensive measure, often when
  installed on headquarters the range is changed to
  Normal. If the range is not changed a target must
  come into contact with the headquarters to be
  affected, making for a nasty surprise for someone
  who tries to open the door. Headquarters with the
  Contagious and Slow Recovery extras will quickly
  become renowned as sources of plague and infection.  
  An example of a headquarters with Drain is a necro-
  mancer’s palace that drains the Constitution of those
  who approach, using that energy to power the dark
  rituals that go on within.  
  Dream Mastery
  (Power Corrupted)
  Headquarters equipped with dream mastery are a
  rarity.  Such bases usually have some manner of
  intelligence to control the power since it is a power
  that is not easily applied without some thought.  
  An example of a headquarters with the Dream
  Mastery power is an experimental dream laboratory
  where the researchers are able to make contact with
  the plane of dreams all sleepers share.  
  Extras:
  Dream Shield: The headquarters is shielded to
  protect the dreams of those inside from outside influ-
  ence.  Those inside the headquarters receive a bonus
  equal to the Dream Mastery power rank to all saving
  throws against Dream Mastery affects created by
  someone outside the headquarters.  
  Duplication
  Headquarters with the duplication power are able to
  make duplicates of themselves, but these duplicates
  are usually not quite so durable.  Duplicate headquar-
  ters have all the same powers and features as the
  original headquarters, but cannot make more dupli-
  cates and are considered minions if applicable.  
  An example of a headquarters with the Duplication
  power is a spacecraft that can duplicate itself to
  become a fleet of ships when threatened.  
  Power Stunts:
  Portal System: The duplicate headquarters are
  connected by a series of portals, allowing characters
  to easily pass from one to the other regardless of
  distance.  
  Elasticity
  Elasticity is usually only built into headquarters
  owned by eccentric heroes who think a headquarters
  that behaves like it’s made out of rubber is a good
  thing.  Headquarters with this power can temporarily
  rearrange their structure, multiplying the dimensions
  of any room by the Elasticity power rank.  This can
  only be done with any number of rooms, but doing
  so with several rooms simultaneously will change the
  overall size of the headquarters.  .  
  An example of a headquarters with Elasticity is a
  base built inside an immense alien life from
  composed of a jelly like substance that is very
  malleable.  
  Electromagnetic
  Pulse (Power
  Corrupted)
  A common defensive measure in headquarters that
  expect attacks from technologically equipped foes,
  those inside a headquarters equipped with
  Electromagnetic Pulse are immune to the effects of
  the power unless the occupants of the base are
  specifically targeted.  The headquarters has shielding
  that protects the base and its occupants from its own
  Electromagnetic Pulse when targeting exterior
  enemies, but this does no good against
  Electromagnetic Pulse powers used by others against
  the headquarters.  
  An example of a headquarters with the
  Electromagnetic Pulse power is a magical sanctum
  secured against technological invasion by a magic
  crystal that can render electronic devices inert.  
  Devil’s Workshop
  Page 16
  Power Stunts:
  Interior Shielding: The components of the base
  do not suffer damage when the Electromagnetic
  Pulse power is used inside the base, but any occu-
  pants suffer normal damage.  
  Element Control
  This power is usually possessed by headquarters
  built in an environment where the power would be
  particularly useful, such as underwater bases that
  have Element Control (Water).  The primary use of
  this power is defense or manipulating the
  surrounding environment, such as shoring up
  mountain sides or diverting tidal flows.  
  An example of a headquarters with the Element
  Control power is a desert fortress that can control
  the winds to force its enemies to their knees.  
  Energy Blast
  A cornerstone of the headquarters defense system,
  Energy Blast is a power found in many headquar-
  ters, both within and without.  Generally speaking
  unless there is a very unusual situation, it is better
  to take the defense System Feature than purchase
  individual Energy Blast powers.  
  An example of a headquarters with the Energy
  Blast power is an automated laser turret on a
  super-villain lair.  
  Energy Control
  Often owned by heroes with matching powers,
  headquarters with Energy Control can take a
  number of extras to make it useful in both a utili-
  tarian sense and as a attack power.  Energy Control
  is a common power to be used in conjunction with
  Relay, allowing heroes to draw on the special
  energy properties of their headquarters.  
  An example of a headquarters with the Energy
  Control power is a super-villain lair built in an old
  nuclear reactor that uses the radiation present in
  the area to create blasts of intense radiation as a
  defensive measure.  
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  Energy Field
  The Energy Field is assumed to cover the exterior
  surfaces of the base when activated, but if desired
  the Interior Field extra can be purchased to use the
  Energy Field as a defensive measure against
  intruders.  
  An example of a headquarters with Energy Field is
  a jungle stronghold that can be protected by thou-
  sands of acid spitting beetles when its master calls,
  covering all the surfaces of the headquarters.  
  Extras: 
  Interior Field: The Energy Field can be used
  against those inside, damaging anyone in contact
  with the walls, floors and ceilings of the headquar-
  ters.  If this extra is taken a second time the power
  may target the walls, floors and ceilings of specific
  rooms.  
  Energy Form
  Projection (Power
  Corrupted)
  Headquarters with this power are capable of
  projecting an energy version of the headquarters
  that can act independently of the real, physical
  form of the headquarters.  This normally requires
  the base have the Intelligence feature so the energy
  form has a directing force.  Conceivably one of the
  owners could pilot the base’s energy form, but this
  would require the owner be inside the headquarters
  when the power is activated which may be
  dangerous with the Affects Others extra.  While
  the energy form is active all the functions of the
  headquarters, down to lights and plumbing, stop
  working.  The energy form has the same abilities,
  power, feats and skills as the base plus the
  Alternate Form (Energy, Shadow or Psionic).  
  When this power is activated the occupants of the
  base take damage from the energy form if appli-
  cable unless the Affects Others extra is selected.
  In such case a number of occupants determined by
  purchasing the Affect Occupants or Area extras
  create energy forms as well, their physical bodies
  going into comas within the physical form of the
  base.  They may choose to resist this affect with a
  Willpower save, DC 10+ the power rank of Energy
  Form Projection.  Those within the energy form of
  the base cannot leave the base without reverting back
  to their bodies.  
  An example of a headquarters with Energy Form
  Projection is an ancient burial mound that can project
  a spirit warrior form of itself and its occupants when
  threatened.
  Extras:
  Energy Form Freedom: Occupants of the base who
  transform into an energy form along with the base
  may leave the base and remain in their energy form.  
  Enthrall (Power
  Corrupted)
  Usually deployed in a defensive manner, Enthrall
  equips the headquarters with some means of gaining
  the attention of those nearby and keeping it indefi-
  nitely, such as hypnotic lights or some type of hallu-
  cinogenic gas.  If the power is part of an Automated
  Feature the power is assumed to remain constantly
  active, requiring no attention on the part of an oper-
  ator or the headquarters’ Intelligence feature, if it has
  one.  
  An example of a headquarters with the enthrall
  power is a haunted graveyard where spirits distract
  and befuddle those who enter the graveyard unin-
  vited.  
  Combo Power Stunts:
  Subliminal Messages: If you have both Mind
  Control and Enthrall you can hide a subliminal
  message within your Enthrall power that will be
  passed on to anyone who fails their save against
  Enthrall.  This message is one sentence long and
  cannot be longer than one word per power level.
  Those affected by Enthrall also receive the sublim-
  inal command and seek to carry it out, but the
  command may be nothing that would cause the
  person to seriously question why they are carrying
  out the command.  Subliminal messages to buy
  certain products or leave a door unlocked will work,
  but commands to kill someone will not.  
  Entropy Projection
  (Power Corrupted)
  An uncommon power for a headquarters, when it is
  selected it is primarily used to sow confusion
  amongst attackers.  Some seek to try and use the
  power to increase the abilities of those inside the
  headquarters, relying on luck to turn the power to
  their favor, but this is not a very good plan in the
  long run.  
  An example of a headquarters with the Entropy
  Projection power is a super-villain lair disguised as a
  casino where everyone loses big or wins it all.
  Extras:
  Entropic Breakdown: You can increase the chaos
  present in an item with a touch, forcing a Damage
  save as you cause the target to break down as if were
  aging very quickly.  
  Environmental
  Specialty (Power
  Corrupted)
  Headquarters with this power are usually headquar-
  ters characters with some type of mobility that spend
  most of their time in a specific environment.  Non-
  character headquarters will find little use for the
  Dexterity and Strength bonuses granted by this
  power.  This power is most commonly found in
  headquarters characters that are tied to characters that
  defend certain locations, such as the oceans.
  An example of a headquarters with the
  Environmental Specialty power is a mystic sanctum
  carried by a giant space dragon that is greatly weak-
  ened by entering the atmosphere of a planet.  
  ESP
  While ESP is normally thought of as being a psionic
  ability of some type, in a headquarters it can repre-
  
  headquarters & Hideouts 2
  sent anything from crystal balls to gravitic lens
  optical units.  ESP is most common in bases with a
  surveillance focus.
  An example of a headquarters with ESP is a mad
  scientist lair where the brains of several remote
  viewing specialists have been hard wired into a
  computer, creating a machine that can see anywhere.  
  Fade (Power
  Corrupted)
  While some headquarters are difficult to find because
  of their location, headquarters with this power just
  don’t seem important enough to pay attention to.
  This power is often combined with Concealment,
  Civilian Appearance, and Untraceable features.   
  An example of a headquarters with the Fade power is
  a dilapidated old building that contains a cutting edge
  research lab that sends out ultra-low frequency
  subliminal messages to convince people to ignore the
  building.  
  Power Stunts:
  Faded Entrance: Those who exit or enter the
  building are under the effects of Fade as well for the
  first five minutes or five hundred yards of distance
  they are out of the building.  They seem to appear
  normally in crowds and attract no undue attention.  
  Falsify (Power
  Corrupted)
  This power should only be purchased for headquar-
  ters characters or with Affect Others extra or Others
  Only flaw because unless the possessor of this power
  has the capacity to lie, this power does no good.  If
  the gamemaster wishes Falsify may add to checks to
  try and pass the headquarters off as something other
  than what it is, such as disguising it as a ruined
  building.  
  An example of a headquarters with the Falsify power
  is a headquarters built within a giant intelligent clam
  of immense wisdom, but the clam is far too canny to
  be forced to tell the truth.  
  Famine (Power
  Corrupted)
  Famine is normally used in headquarters where the
  occupants are immune to starvation; otherwise they’d
  get mighty hungry each time they approach.  It is
  favored as a defensive measure by constructs actively
  working against living beings, such as undead
  seeking to kill all living beings or robots who think
  organic creatures are weak and to be eliminated.
  Those inside the base are affected as well unless the
  Occupant Immunity power stunt is purchased.  
  An example of a headquarters with the Famine
  power is a broken nuclear power plant that constantly
  spews forth dangerous radiation that forces those in
  the vicinity to eat voraciously to keep their blood cell
  count up.  
  Fatigue
  A non-lethal attack power favored by heroes with a
  strong code against killing, Fatigue can easily render
  targets unconscious with a few hits.  The power sees
  little use in most super-villain lairs as most villains
  prefer something with a little more stopping power.
  An example of a headquarters with the Fatigue
  power is a desert fortress protected by Sands of Sleep
  that carried on the wind against attackers.  
  Fear (Power
  Corrupted)
  A common power in super-villain strongholds, head-
  quarters that inspire fear are usually intensely creepy
  places favored by dark brooding heroes or the vilest
  of villains.  Often such places have the Unpopular or
  Terrifying headquarters flaws.  
  An example of a headquarters with the Fear power is
  a super-villain lair in a cemetery in the shape of a
  large skull-motif mausoleum that radiates fear at
  night when the moon is high.
  Extras: 
  Reoccurring Dread: Each time a character falls
  Devil’s Workshop
  Page 18
  victim to the Fear power, he suffers a -1 penalty on
  all saving throws against that Fear power in the
  future.  This penalty is cumulative, but is reduced
  by one point by a successful save against the Fear
  power.  This extra represents places that slowly
  wear on the sanity of those who visit, making them
  more fearful with each visit.  
  Fervor (Power
  Corrupted)
  Usually found in headquarters with the Landmark
  feature, this headquarters inspires minions who
  live there to great feats of endurance, prowess and
  resilience.  Instead of someone giving an order to
  attack, this power is activated by alarms or some
  similar mechanic within the headquarters that are
  activated by someone in the headquarters, the
  Intelligence feature, Dimensional Alarm, or an
  Automated Feature.  If it is not an Automated
  Feature, activating the alarm requires a half action.
  Fervor only affects minions lead by one of the
  characters who lives in the headquarters or the
  staff of the headquarters.
  An example of a headquarters with the Fervor
  power is Skorpion Army headquarters where the
  entirety of the Skorpion army pours forth when-
  ever an alarm is sounded.  
  Power Stunts:
  Last Stand: If the minions are fighting enemies
  within the walls of the base while under the effects
  of this power they gain an additional +1 bonus to
  Fortitude and Damage saves and attack rolls.  
  Filth (Power
  Corrupted)
  Often coupled with the Unpopular feature, Filth
  makes a headquarters a very disgusting place to be.
  Headquarters with this power are covered in a
  thick slime of some kind that is filled with infec-
  tious disease.  This power is normally only found
  in headquarters used by those who are themselves
  immune to disease.  Anyone coming into contact
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  with the exterior surfaces of this headquarters must
  make a Fortitude save or be diseased as per normal
  for the power.  If desired this power can also affect
  the interior walls of the headquarters, making it
  truly a vile place.  Anyone trying to climb a wall
  affected by this power suffers a penalty to their
  Climb check equal to the power rank of this power.
  An example of a headquarters with the Filth power
  is an abandoned, overflowing sewage plant inhab-
  ited by a tribe of primitive sludge monsters that are
  the remains of workers who died in the plant’s
  overflow.  
  Flight
  One of the more popular transportation powers for
  headquarters, Flight allows the headquarters to fly
  at normal speed while carrying everyone inside
  with it.  The Super-Flight power stunt is an excel-
  lent addition for those headquarters that need to
  make long distance trips.  
  An example of a headquarters with the Flight
  power is a massive, high-tech flying aircraft carrier
  using to quickly deploy massive numbers of troops
  anywhere in the world.  
  Force Field
  Deployed as a defensive measure, Force Field is an
  easy way to protect a headquarters from attack.
  The power rank of force field and the hardness of
  the headquarters combined may not be higher than
  twice the power level of the headquarters.  The
  exterior surfaces of the headquarters are assumed
  to be protected by the force field when it is active.  
  An example of a headquarters with the Force Field
  power is an ancient crematorium where the spirits
  of those burned within protect the walls and seek
  to bar others from entering. 
  Extra:
  Interior Field: Force fields may be projected on
  the interior walls and doors of the headquarters.  
  Barrier: Doorways or holes in walls can be barred
  with force fields, requiring the force field to be
  breached before anything can pass through.
  Breaching a force field requires the force field to fail
  a Damage save.  
  Friction Control
  (Power Corrupted)
  Occasionally employed as a defensive measure for
  disabling attackers without harming them, Friction
  Control is not a common power installed in head-
  quarters.  If Friction Control is used to increase the
  friction of the surfaces of the headquarters anyone
  attempting to climb these surfaces gains a bonus to
  their Climb check equal to the headquarters’ Friction
  Control power rank.  
  An example of a headquarters with the Friction
  Control power is a building made out of experi-
  mental material that can alter the amount of friction
  on its surface at the direction of a central computer.
  Extras:
  Speed Suppression: Using Friction Control the
  headquarters constantly increases the friction of char-
  acters moving faster than a specific speed, set by the
  owners of the headquarters.  Any creature moving
  faster than this speed is automatically hit with the
  slow aspect of Friction Control.  
  Friendship Aura
  (Power Corrupted)
  Often combined with the Landmark feature, head-
  quarters with this feature are very popular.  Those
  who are affected by a headquarters with Friendship
  Aura develop strong positive feelings for the head-
  quarters, including thinking that the victim has been
  in or near the headquarters previously and has some
  sort of connection to it.  
  An example of a headquarters with the Friendship
  Aura extra is a super-villain lair built within a New
  York City neighborhood that everyone thinks is just
  an old bar that has been in the neighborhood for
  years.  
  Extras:
  Long Term Relationship: Those who fall victim to
  this power assume they have known of the headquar-
  ters and been involved in it their entire life, even if
  they are older than the headquarters.  Their minds
  create false memories involving the headquarters to
  fill the time before it was actually built.  
  Gadgets
  A common headquarters power, Gadget could repre-
  sent a high-tech workshop where wondrous inven-
  tions can be whipped up in short order or a mystical
  supply room with various magic widgets.  Generally
  any power duplicated by Gadget when it is a head-
  quarters power will be considered to be a power of
  the headquarters, so if a hero uses Gadget to dupli-
  cate Flight the headquarters can fly, not the hero.
  The Affects Others extra or Others Only flaw are
  required for the inhabitants of the headquarters to
  directly benefit from Gadget.  Regardless the Gadget
  power may not be removed from the headquarters
  without the Mobile Gadget extra below.  Any hero
  who lives in the headquarters may use the Gadget
  power, but only one hero may do so at a time.  This
  power is especially effective when combined with
  the Gadget Lab feature.  To use Gadget one of the
  resident’s of the headquarters must become fatigued
  or a hoer point from a Hero Point Bank must be
  spent.  
  An example of a headquarters with the Gadget power
  is a steam-powered train run by a mad inventor who
  can modify the train on a moments notice to have all
  manner of amazing abilities.  
  Extras:
  Mobile Gadget: This extra requires the Affects
  Others extra or Others Only flaw.  This extra allows
  the Gadget power to be removed from the headquar-
  ters, but the power Gadget is duplicating cannot be
  changed without returning to the headquarters.  
  
  headquarters & Hideouts 2
  Gas Generation
  (Power Corrupted)
  Often built into headquarters of particularly myste-
  rious or stealthy heroes, this power allows a head-
  quarters to become quickly cloaked in fog, smoke, or
  similar gases.  When combined with the Deadly
  Fumes extra it creates a very effective defense
  system.  The gas created may originate from any
  square inside or outside of the headquarters.  
  An example of a headquarters with Gas Generation is
  a lonely monastery on top of a steep mountain that
  becomes ringed in fog when those not worthy to
  study in the monastery approach.  
  Flaw:
  Limited Generation: Gas Generation can only
  create gas inside or outside of the headquarters, not
  both.  
  Geo-Force (Power
  Corrupted)
  Common amongst hideouts built near fault lines,
  Geo-Force can provide a very effective defense given
  the right conditions.  Unfortunately its lack of ability
  against flying targets is quite a limitation.
  Headquarters with Geo-Force are assumed to be
  stabilized to prevent damage from earth quakes,
  receiving a bonus to saving throws against tectonic
  events equal to the power rank of Geo-Force.
  Despite this using Geo-Force inside the headquarters
  will likely inflict severe damage on the headquarters.
  Causing a gout of lava to erupt in the middle of the
  floor is not good for the rug.  
  An example of a headquarters with Geo-Force is the
  ancient castle of Teras-Vin, King of Hollow Earth,
  which can command the forces of the tectonic plates
  using the Earth’s Heart crystal.
  Extras:
  Reinforced Floor: Geo-Force may be used inside
  the headquarters without inflict undue damage on its
  structure.  
  Gestalt (Power
  Corrupted)
  There are only two uses of the Gestalt power in a
  headquarters due to the fact you need several other
  participating parties who also have the Gestalt power
  to make the power viable.  
  The first option is for the headquarters to combine
  with other headquarters that also have the power.
  Using this option the simplest method of determining
  the abilities of the combined form, assuming the
  component headquarters are not headquarters charac-
  ters, is to build the gestalt form as a character with a
  power level equal to the highest power level head-
  quarters in the gestalt form, +1 for each additional
  member.  So five power level 12 headquarters would
  have a gestalt form equal to a power level 16 char-
  acter.  The gestalt form should have all the powers of
  the component headquarters if possible plus one
  level of Growth with the Permanent extra per power
  level of the gestalt form to represent how massive it
  is.    
  Alternatively the headquarters could combine into a
  gestalt form with the characters who own it.
  Assuming the headquarters is not a headquarters
  character, in which case the powers of the gestalt
  form are calculated normally, the headquarters gives
  the gestalt form Amazing Save (Damage) equal to its
  hardness and the Growth power with the permanent
  extra equal to its power level in addition to whatever
  other powers the headquarters has.  
  An example of a headquarters with the Gestalt power
  is an ancient military base of an alien race where five
  suits of power armor can combined with the base to
  create an immense animalistic combat robot.  
  Extra:
  Inclusive Gestalt: If the headquarters has the
  Intelligence feature it too is factored into the gestalt
  form’s abilities even if the Intelligence does not have
  the Gestalt power.  
  Devil’s Workshop
  Page 20
  Gravity Mastery
  (Power Corrupted)
  Only present in the headquarters of powerful
  heroes and villains, Gravity Mastery provides an
  excellent multi-use defense system for a headquar-
  ters.  It also provides a form of locomotion for the
  headquarters.  Within a single power a lot of bases
  can be covered, making this a very efficient power.
  It is usually found in the headquarters of individ-
  uals who have powers related to gravity, time, or
  Relativistic technology.  
  An example of a headquarters with Gravity
  Control is a super-villain lair built in the Los
  Alamos Testing Grounds which uses a gravity
  warping device left there by Albert Einstein.  
  Growth
  Most headquarters already start out pretty big, so
  Growth is a difficult power to scale for headquar-
  ters.  A general rule is to assume that the headquar-
  ters has an effective Growth power rank equal to
  its power level before the power is even purchased
  representing the size of the base before it uses
  Growth.  Any additional levels of Growth increase
  the actual size from that power rank, but
  Immovability, Super Strength, and Protection
  levels gained from Growth act normally.
  Example: The Iron House, a large fortress inhab-
  ited by a prehistoric god of metal, is a power level
  10 headquarters and has Growth +10.  When it
  uses Growth the structure gains Immovability,
  Protection, and Super Strength +10, but in size it is
  treated as if it has Growth +20, making it an
  Awesome size building.  
  If a headquarters has the Others Only flaw it may
  run into difficulties when large characters getting
  stuck in sections of the headquarters.  The Large
  Doorways power stunt alleviates this problem.  If
  the headquarters grows along with its occupants, as
  in the Affects Others extra, there is no difficulty.  
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  An example of a headquarters with the Growth
  power is the Medical Ship Boundless Hope, a
  spacecraft that can grow to take on additional
  evacuees when assisting dying worlds.  
  Power Stunts:
  Large Doorways: The headquarters is built so
  creatures of up to Large size may navigate it
  without difficulty.  Purchasing this Power Stunt
  multiple times increases this size by one each time.  
  Hammerspace
  (Above and Beyond)
  Hammerspace is rarely used in headquarters do the
  fact it essentially provides extra storage space,
  something most headquarters have plenty of, and
  features such as Dimensional Storage accomplish
  the same goal.  Hammerspace with the Affects
  Others extra allows everyone in the headquarters
  to have their own personal extra-dimensional
  storage space, which may be a handy thing to have
  in a pinch.  
  An example of a headquarters with Hammerspace
  is an extra-dimensional market where each shopper
  in the market is assigned a small dimensional
  pocket to carry his purchases in.  
  Harvest (Power
  Corrupted)
  Harvest is only found in headquarters that have
  some other type of power or defense system that
  inflicts damage due to the fact Harvest only works
  when it has injuries to feed off of.  Also it may
  only be used in headquarters that are living beings,
  as per the power description. 
  An example of a headquarters with Harvest is a
  giant tree that serves as an evil cult’s temple and
  heals itself through human sacrifice.  
  Healing
  One of the more popular powers for headquarters,
  Healing with the Others Only flaw is an excellent
  way to represent advanced medical facilities.  In such
  cases it is a good idea to increase the action required
  to use the power to represent extended medical treat-
  ment.  
  An example of a headquarters with Healing is an
  ancient cave with a magical healing spring within it.  
  Hunch (Power
  Corrupted)
  Be it a giant magic eight ball or a massive computer
  that calculates millions of equations to arrive at the
  likely answer, in a headquarters Hunch functions as
  some sort probability-based answer machine that
  functions when asked a question.  For this power to
  function the hero asking the question must spend a
  hero point.  The Hunch power check is then made
  and the results revealed.  
  An example of a headquarters with Hunch is a villain
  headquarters within a casino where a mystic roulette
  wheel can answer questions based on where the ball
  lands.  
  Hyper-Breath
  (Power Corrupted)
  Instead of actually being a creature’s breath this
  power is likely to be some manner of massive fan or
  air jet.  This power can originate from any interior or
  exterior location on the headquarters, but the power
  must come from a spot designated when the power is
  selected.  
  An example of a headquarters with Hyper-Breath is a
  palace inhabited by a djinn that can summon up
  windstorms to knock back intruders.  
  Power Stunts:
  Fire Suppression: Normal fires within the headquar-
  ters automatically put out in one round by removing
  most of the oxygen from the affected area.  
  Illusion
  A headquarters that cannot be found does not have
  much need of other defensive systems.  Purchasing
  the Area extra is a good idea with this power because
  otherwise it will not be able to affect a large portion
  of the headquarters simultaneously.  Illusion can also
  be useful for creating “hologram rooms” for training,
  entertainment purposes, or for providing an interac-
  tive holographic projection to interface with the
  headquarters computer.   
  An example of a headquarters with the Illusion
  power is a concealed high-tech facility in the midst
  of a normal neighborhood that uses illusions to
  disguise itself as a normal store, complete with fake
  customers and staff.  
  Extras: 
  Create Object: You may take the Create Object
  power as an extra to represent your holograms being
  made of solid matter, force fields, or similarly having
  some type of mass instead of being non-corporeal.
  You may cover the objects you create in an illusion
  to make them appear as something other than
  geometric shapes, but beneath the illusion they are
  the normal geometric shapes created by Create
  Object unless you select the Realistic or Shapeable
  extras.  
  Flaws:
  One Illusion: Only one specific illusion may be
  projected, such as a specific person or object.  
  Imbue Energy (Power
  Corrupted)
  Using some type of special process the headquarters
  can imbue items with other powers that the head-
  quarters possesses for a limited amount of time or
  uses of the imbued power.  This power is best
  combined with the Useable extra so the heroes who
  use the headquarters can create items containing
  powers that may be released on demand.  The Imbue
  Others extra is also useful so the headquarters may
  imbue powers its resident heroes have instead of only
  the powers the headquarters have.  One of the
  owners of the headquarters must spend an action
  point to activate this power.
  
  headquarters & Hideouts 2
  An example of a headquarters with the Imbue Energy
  power is a special factory that can duplicate any type
  of power with a Super-science power source, but
  these duplicated powers tend to run out of power
  quickly.
  Flaw:
  Power Type: Only one type of power, such as
  Defensive or Transformation, or powers with a single
  power source, such as Super-science, may be
  imbued.  This flaw may only be taken in conjunction
  with the Imbue Other extra.  
  Immovability 
  This power is only useful as written for a headquar-
  ters that has some capacity to move, such as a
  walking fortress or a headquarters character.
  Alternately the gamemaster can decide that in a
  stationary structure Immovability adds resistance to
  earthquakes, floods, and similar events that may
  damage the foundation of the headquarters.  In such
  circumstances the headquarters receives a bonus to
  its Damage save or any ability checks equal to its
  Immovability power rank.  
  An example of a headquarters with Immovability is a
  heavily armored skyscraper that is supported by anti-
  earthquake pylons that extend several miles below
  ground and the skyscraper is also steadied by a
  number of guide wires.  
  Incorporeal 
  Without the Affect Others extra or Others Only flaw
  this power is of questionable usefulness as every
  time it is activated everyone inside the headquarters
  would fall through the floor.  It is assumed that an
  incorporeal headquarters does not fall through the
  ground it is built on.  
  An example of a headquarters with Incorporeal is a
  high-tech fortress that can become insubstantial
  when all its other defenses have failed.  
  Power Stunt:
  Incorporeal Protection: The headquarters is consid-
  ered to exist incorporeal and corporeal simultane-
  ously when not using Incorporeal.  This means that
  characters using Incorporeal must treat the walls of
  the headquarters as if they were solid objects.  
  Inertia Control
  (Power Corrupted)
  A multi-use power like Friction Control, this power
  is most useful when it is used to support a group of
  defending characters.  Inertia Control is a common
  power found in the headquarters of heroes who
  specialize in Super Speed and similar movement
  powers.  
  An example of a headquarters with Inertia Control is
  a space station built within a gravitational anomaly
  which can be controlled by the space stations central
  computer and allows the inertia of objects to be
  modified by changing gravitational fields.  
  Invigorate (Power
  Corrupted)
  A very effective headquarters power for nature
  oriented characters, the fertility increasing effect of
  Invigorate is likely to drastically increase crops in the
  area.  If the headquarters also has the Food Source
  feature it is also affected by this power.  
  An example of a headquarters with the Invigorate
  power is a temple built over the remains of a slain
  god whose life force bleeds out into the surrounding
  area.  
  Invisibility
  A common defensive power, Invisibility renders both
  the headquarters and everything inside it invisible.
  Attacks targeting at a 5 foot square completely occu-
  pied by the headquarters do not suffer a miss chance
  due to concealment.  It is assumed that people inside
  an invisible headquarters can still see the headquar-
  ters as normal.  
  An example of a headquarters with Invisibility is an
  old deserted house in the middle of nowhere that can
  Devil’s Workshop
  Page 22
  disappear during the night when anyone other than
  hapless victims approach.  
  Flaw:
  Visible Interior: Things inside the headquarters,
  including occupants, remain visible when the head-
  quarters uses Invisibility.  
  Jack of All Trades
  (Power Corrupted)
  Only headquarters characters can have this power
  without the ability to affect others due to the need
  of being able to actively use skills for this power to
  work.  With the Others Only flaw or Affects Others
  extra this power can grant a wide variety of skills
  to anyone in range.  This often represents some
  vast store of knowledge in the headquarters.
  An example of a headquarters with Jack of All
  Trades is the Lost Library of Alexandria which can
  instill its lost lore in anyone who walks through its
  doors.  
  Kinetic Mastery
  (Power Corrupted)
  A multi-use power that gives a headquarters offen-
  sive, defensive, and movement abilities, Kinetic
  Mastery provides a wide variety of options in a
  single power.
  An example of a headquarters with Kinetic
  Mastery is place of power for the spirit world
  where the spirits of all objects gain control over
  their physical selves and are able to control their
  movements entirely at the direction of the head
  spirit of the area.  
  Power Stunts:
  Accident Proof: Within the headquarters the
  kinetic energy of objects is constantly monitored to
  prevent accidents like dropping plates, slipping and
  falling, or slamming fingers in doors.  While this
  has little effect in the overall power of the hideout,
  it is very convenient for the heroes.  
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  Lazarus Field
  (Above and Beyond)
  A very potent power only found in the most
  powerful of headquarters, Lazarus Field allows
  everyone close to the headquarters to be quickly
  healed.  This power is assumed to affect every-
  thing within range from a specific point in the
  headquarters, such as a medical lab or magic arti-
  fact.  This focal item may be moved with
  gamemaster permission.
  An example of a headquarters with Lazarus Field
  is a ruined nuclear reactor that releases unusual
  radiation that heals the wounds of those nearby.  
  Leaping 
  A very rarely selected form of movement for a
  headquarters, Leaping is usually found in those
  headquarters that have limbs and a method of
  mobility aside from leaping, including headquar-
  ters characters.  
  An example of a headquarters with Leaping is a
  base built on top of a giant rocket booster that,
  while the engine creates too much heat to use to
  fly, does allow the headquarters to leap great
  distances using short bursts from the engine.  
  Light Mastery
  (Power Corrupted)
  A power with multiple uses, Light Mastery is
  usually found in the headquarters of heroes who
  have a strong light motif in their powers and super-
  hero persona.  Headquarters with Light Mastery
  tend to be well lit buildings in which it is very
  difficult to hide.  
  An example of a headquarters with Light Mastery
  is an angelic tower built by creatures of good and
  protected by a bright nimbus of pure light.  
  Power Stunts:
  Bright Light: The lights in the headquarters are
  always turned up on high unless actively turned off
  by one of the headquarters residents.  Because of this
  bright light all Hide checks made in the headquarters
  suffer a penalty equal to the power rank of Light
  Mastery.  
  Luck
  While a headquarters could have Luck and use it
  primarily with its defense systems, it seems a bit odd
  for a building with no consciousness to be particu-
  larly lucky.  This power works best with the Affects
  Others extra or Others Only Flaw so it may be used
  to assist residents of the headquarters.  
  An example of a headquarters with Luck is a super-
  villain lair built under a casino where ancient evil
  spirits jinx gamblers to lose their money, or use their
  powers against any super-heroes who happen by.  
  Machine Merge
  (Power Corrupted)
  Machine Merge is especially appropriate to robotic
  villains who want to replace humanity with artificial
  creatures.  By way of this power captives can be
  implanted with more and more mechanical parts,
  over time turning them into machines.  In such a case
  it is a good idea to increase the action required to use
  Machine Meld to represent the implant process. This
  power can also be used for healing characters as is
  normal for the power.  This power does not make
  much sense in organic headquarters.
  An example of a headquarters with Machine Merge
  is a cutting edge cybernetics lab where missing limbs
  are replaced with mechanical ones.
  Power Stunts:
  Parts Supply: The headquarters has a room dedi-
  cated to storing parts for use with Machine Merge,
  including a variety of limbs.  There are always
  enough parts around to use Machine Merge within
  the headquarters.  
  Match (Power
  Corrupted)
  Match works best with the Affects Others extra or
  Others Only flaw unless the headquarters has exten-
  sive defensive systems or is a headquarters character.
  If the headquarters is not mobile it does not gain a
  bonus to defense or Reflex saves from this power.
  One of the residents of the headquarters must spend a
  hero point to activate this power.
  An example of a headquarters with Match is a
  special training facility that uses drugs to temporarily
  boost the abilities of its occupants when under attack,
  but it doesn’t boost their abilities so much that the
  attackers are no threat.    
  Mathematical
  Precision (Power
  Corrupted)
  Mathematical Precision is usually the province of
  headquarters equipped with immensely powerful
  super computers and this is especially true when
  Datalink extra is selected.  Mathematical Precision
  helps boost existing defensive measures, but alone
  has no defensive capabilities.  
  An example of a headquarters with Mathematical
  Precision is a small moon, the entire core of which is
  made up of one massive computer attempting to
  catalog the knowledge of the entire universe.  
  Meld Creature
  (Power Corrupted)
  The opposite of Machine Merge, Meld Creature is
  normally found in organic bases, especially those of
  nature oriented characters.  As Meld Creature allows
  healing through use of organic matter besides the
  normal healing process, it is often found in headquar-
  ters made out of trees or other organic materials.
  Increasing the action required to use the power may
  help represent a medical procedure where parts of
  other creatures are grafted onto the subject.  
  
  headquarters & Hideouts 2
  An example of a headquarters with Meld Creature is
  a lair inhabited by a super-villain who collects parts
  from dead heroes and tries to attach them to other
  heroes in the hopes of creating the ultimate life form.  
  Power Stunts:
  Material Supply: The headquarters has sufficient
  organic material on hand in storage to supply using
  this power indefinitely.  
  Mend (Power
  Corrupted)
  Mend is a very effective power for headquarters as it
  allows them to repair themselves in addition to
  repairing vehicles or robots stored in the headquar-
  ters.  This allows the headquarters to quickly recover
  from battle damage and creates a very effective
  repair service for equipment stored in the headquar-
  ters.
  An example of a headquarters with Mend is a facility
  made out of special regenerative metals that allow it
  to constantly regenerate.  
  Mental Blast
  Considering most headquarters do not have a
  Wisdom bonus, this is a power rarely installed in a
  headquarters.  It is occasionally used in organic
  headquarters built within living objects.  
  An example of a headquarters with Mental Blast is a
  headquarters surrounded by an intelligent mist that
  has power psionic abilities and uses them to defend
  the headquarters.  
  Mental Protection
  Most headquarters do not have a mind to protect, but
  for those that due Mental Protection provides an
  excellent means of doing so.  When combined with
  Affects Others or Others Only and the Affects
  Occupants extra, this power creates a shield over the
  facility, protecting those inside from mental attacks.  
  An example of a headquarters with Mental
  Protection is a mental health facility whose walls are
  empowered by a former inmate who died within its
  walls and now works to keep its inhabitants free of
  outside influence.  
  Microscopic Vision
  Best combined with the Others Only extra,
  Microscopic Vision can be used to create a extremely
  powerful microscope stored within the headquarters.  
  An example of a headquarters with Microscopic
  Vision is an ancient alien stronghold built to keep an
  eye on the happenings of the microverse, the tiny
  universe within our own universe.  
  Mimic
  Mimic is a surprisingly effective power for headquar-
  ters that have a number of resident super powered
  beings who have a variety of powers, creating a large
  pool of power donors from which the headquarters
  can mimic powers.  To use this power against
  enemies attacking the headquarters changing the
  range of the power to Normal makes it a much more
  effective power.  Mimic can only be used to mimic
  powers, feats, ability scores, and skills that the head-
  quarters can actively use. If the headquarters is not
  mobile it cannot mimic any physical abilities besides
  those that influence Damage saves.  
  If the Affects Others extra or Others Only flaw is
  purchased the headquarters may grant its mimicked
  powers to those in range.  The person granted the
  power is responsible for sustaining Mimic once it is
  granted.   
  An example of a headquarters with Mimic is an
  experimental research facility of the National
  Institute of Para-Human Research that can
  temporarily duplicate the powers of its test subjects
  for lab study.
  Extras:
  Power Storage: For each time purchase the head-
  quarters may store one mimicked power, ability
  score, feat, or skill in its records which can be
  mimicked again within 24 hours automatically.  This
  Devil’s Workshop
  Page 24
  extra may be purchased multiple times, each time
  granting storage space for one more mimicked
  power.  
  Mind Control
  Usually only found in headquarters with the
  Intelligence feature, Mind Control is often found in
  villain lairs where it is used to interrogate heroes
  and keep the villain’s henchmen in line.  Through
  the Area and Affects Occupants extras the entire
  headquarters can be bombarded with constant
  mental directions to its occupants.
  An example of a headquarters with Mind Control
  is a Skorpion Army base where all the soldiers are
  submitted to constant subliminal messages to
  ensure their loyalty.  
  Miscommunicate
  Mainly used to combat intruders by sowing confu-
  sion, Miscommunicate is a power rarely used in
  headquarters due the fact it interferes with all
  communication in the affected area (unless the
  Selective extra is purchased), and because it is of
  questionable tactical value.  It is most often found
  in the lairs of telepathic creatures or ancient evils
  from before the dawn of time that have little need
  to communicate.
  An example of a headquarters with
  Miscommunicate is a secret military base that
  scrambles the language centers of the brains of
  intruders so they may not communicate.
  Power Stunt:
  Shielding: For each time this power stunt is
  selected the headquarters has one room that is
  protected from this power at all times.  
  Communicators: The headquarters has a number
  of small devices that shield the wearer or holder
  from the affects of this power.  There is one of
  these communicator devices for each time this
  power stunt is selected.  
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  Multiple Mind
  (Power Corrupted)
  This power can only be purchased for a
  Headquarters with the Intelligence feature.  The
  other minds of this power may take control of the
  Intelligence feature or the occupants of the head-
  quarters if the power has the Affect Others extra or
  Others Only flaw.  When these minds are attached
  to occupants of the headquarters they cannot leave
  the headquarters without the Free Spirits extra
  below.  The other minds of Multiple Mind need
  not be in control of an occupant of the headquar-
  ters to ride along with it; the mind may simply ride
  on the occupant’s body.  If an occupant wishes to
  resist being “ridden” by a mind from Multiple
  Mind they may make a Will save, DC 10+ the
  power rank of Multiple Mind to resist being
  ridden.  If successful the mind cannot attach itself
  to the occupant and cannot try again for 24 hours.
  If the save fails the mind attaches to the occupant
  and can attempt to take over the occupant’s body.
  This process follows the same rules as the
  Possession power except that the Multiple Mind
  power rank is used instead of the Possession power
  rank.  
  An example of a headquarters with the Multiple
  Mind power is a burnt out museum inhabited by
  the many spirits who died within and spend their
  afterlife guarding the ancient treasures that remain
  in the museum. 
  Extras:
  Free Spirits: Multiple Mind must have the Affects
  Others extra or Others Only flaw for this power
  stunt.  The spirits from Multiple Mind may leave
  the headquarters by riding in the bodies of its
  occupants.  
  Mutagenic Touch
  (Above and Beyond)
  Using this power a headquarters may instill powers
  in others by touch.  By using this power minions
  can be given powers to make them more formi-
  dable or heroes may be granted new powers to help
  with a specific mission.  The person granted the
  powers keeps control of the duration instead of the
  party granting the powers, i.e. the headquarters.  
  An example of a headquarters with Mutagenic Touch
  is a mystical grove with a fountain at its center that
  grants powers to those who drink from it.  
  Nano-Machines
  (Power Corrupted)
  Nano-machines can be used to infest heroes and
  vehicles based in the headquarters, granting them
  extra healing in a crunch.  For infesting vehicles with
  Nano-Machines the Large Infestation extra is prob-
  ably required.  The nanites are assumed to infest
  every surface of the headquarters unless specifically
  stated otherwise.  
  An example of a headquarters with Nano-Machines
  is a magical facility covered in thousands of little
  sprites who constantly repair the facility and can be
  assigned to heal living beings as well.  
  Natural Weapon
  Most headquarters are not mobile so this power does
  little good without the Robotic Arm feature.  It is
  mainly useful to headquarters characters or head-
  quarters with the Animation power.  The power may
  be granted to occupants of the base using the Affects
  Others extra or the Other’s Only flaw.  
  An example of a headquarters with the Natural
  Weapons is a large tree fort whose tree can animate
  and grow thorns to defend itself.  
  Nemesis (Power
  Corrupted)
  Unless the headquarters has its own automated
  defense systems or is a headquarters character
  Nemesis should be combined with the Affects Others
  extra or Others Only flaw.  Without this extra or flaw
  only the weapon systems of the headquarters benefit
  from Nemesis and the headquarters gains no bonus to
  defense against attacks from its chosen enemy if the
  headquarters is not mobile. Also the headquarters
  must have some means of declaring its nemesis or
  the characters who own the headquarters must do so
  for it.  With the Affects Others extra or Others Only
  flaw the occupants of the headquarters may be super
  charged against a specific enemy, but activating this
  power require the expenditure of a hero point from
  one of the occupants of the headquarters and all
  those affected by Nemesis receive the bonuses
  against a the same target.  
  An example of a headquarters with Nemesis is a
  ninja training school where the students are put into a
  special mindset where they only think of killing one
  specific person.  
  Neural
  Manipulation
  (Power Corrupted)
  This power is an excellent means of increasing the
  effectiveness of heroes and makes a good support
  power for headquarters that primarily rely on their
  inhabitants for protection instead of security systems.  
  An example of a headquarters with Neural
  Manipulation is an advanced medical facility that can
  monitor and modify the brainwaves of nearby indi-
  viduals using immensely powerful electromagnets.  
  Neutralize
  In addition to being a defensive feature Neutralize is
  often used as part of a prison for super powered
  beings, constantly limiting their powers so they may
  not escape.  In such case the duration is usually
  increased to sustained or continuous and possibly
  combined with Drain for a doubly effective prison.
  Neutralize is also a favorite of super-villains who
  favor the “build a giant arena for my enemies to fight
  to the death in,” school of thought.
  An example of a headquarters with Neutralize is a
  special medical center specifically created to treat
  super-heroes that uses Neutralize to drop the
  
  headquarters & Hideouts 2
  defenses of injured heroes so they may be operated
  on.  
  Power Stunts:
  Slow Activation: If a character has been the target of
  Neutralize for more than 6 hours the action required
  to activate powers after they are neutralized increases
  by one step, so powers that require a free action now
  require a half action, etc.  
  Non-Detection
  (Power Corrupted)
  A useful power for super-villains who want to remain
  hidden, this power usually represents some manner
  of interference field that prevents powers from
  zeroing in on the headquarters.  The power is
  assumed to block powers trying to spy on anything
  physically located within the headquarters, though
  the Area extra would be useful to stop attempts to
  view what is going on right outside the headquarters.
  An example of a headquarters with Non-Detection is
  an underwater base built in a wrecked warship that
  was part of the Philadelphia Experiments of World
  War II and the massive magnetic disturbances caused
  by the ship shield the headquarters from outside
  observation.  
  Extras:
  Unknowable: Not only is the headquarters hard to
  find using powers, it is impossible to mark on any
  map or to write directions to.  Other than information
  stored in a mind no knowledge of the headquarters
  can be recorded to paper, disk, or other media
  storage.  Any information that is recorded is mysteri-
  ously lost or destroyed shortly thereafter.  
  Oathbinder (Power
  Corrupted)
  Oathbinder in a headquarters usually takes the form
  of an object, such as a statue of a former member or
  ancient artifact that residents of the headquarters use
  to swear oaths upon.  This could be used in swearing
  in new members to super-hero teams or to enforce
  oaths of loyalty from villain henchmen.  
  An example of a headquarters with Oathbinder is an
  old temple to an all but forgotten god where his
  followers swear their lives to his service.
  Extras: 
  Loyalty: when resisting a mind control effect that
  would force a character to break his Oathbinder oath
  the character receives a bonus to his Will save to
  resist the effect equal to the ranks of the Oathbinder
  power that was used to seal the oath.  
  Traitor Bane: If a character breaks an oath bound by
  Oathbinder that represents joining a group or
  swearing allegiance other members of that group or
  allegiance gain a bonus to attack rolls and Damage
  save DCs against the traitor equal to the power rank
  of the Oathbinder that sealed the oath.
  Oathbreaker: Oaths sealed by a character with this
  extra erase all previous oaths sealed by Oathbinder.  
  Obscure
  Mostly used as a defensive power, Obscure can be
  used to great effect confusing intruders who do not
  know the layout of the headquarters.  The Selective
  feature is very useful in such conditions so inhabi-
  tants of the headquarters are not adversely affected
  by the power.
  An example of a headquarters with Obscure is a mili-
  tary compound equipped with a number of smoke
  grenade launchers spread out across the base.  
  Order (Power
  Corrupted)
  An unusual power for a headquarters to have, Order
  is only useful when supporting other powers, such as
  those of the headquarters’ inhabitants.  Unless it is
  part of an Automated Feature that uses it to augment
  a specific power, Order requires some sort of active
  control on the part of a person manning the controls
  of an Intelligence feature.  
  Devil’s Workshop
  Page 26
  An example of a headquarters with Order is a
  robotic combat installation that can allow its robot
  inhabitants to lock in a series of commands and
  repeat them perfectly several times before the code
  in the commands degrades.  
  Paralysis
  An excellent option for a non-lethal defense
  system, it can also be used by villains as a means
  to capture, torture, and interrogate heroes.  The
  Sustained extra is especially effective so a para-
  lyzed enemy may be moved to a holding cell
  before they recover. Another option is change the
  Range to Touch and give Paralysis the Device flaw
  to represent paralytic collars that can be attached to
  prisoners.  
  An example of a headquarters with Paralysis is a
  courthouse specifically for super-villains where all
  the suspects are kept paralyzed during their court
  appearance.  
  Peaceful Aura
  (Power Corrupted)
  In many ways the ultimate defensive feature,
  Peaceful Aura works to prevent any violent act
  from being carried out within or near the headquar-
  ters.  The only problem is the residents of the
  headquarters cannot take violent actions them-
  selves.  Combined with the Selective extra,
  Peaceful Aura becomes more potent as enemies
  cannot commit violent acts but the residents of the
  headquarters can.  
  An example of a headquarters with Peaceful Aura
  is an ancient church where the power of the divine
  makes committing a violent act very difficult.  
  Personal Dimension
  (Power Corrupted)
  Often used in conjunction with the various dimen-
  sional features available to headquarters, Personal
  Dimension provides a vast amount of storage
  
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  headquarters & Hideouts 2
  space, an emergency bolt hole, and possibly allies
  if the personal dimension is inhabited.  If the head-
  quarters is some how destroyed or disabled the
  connection to the personal dimension is lost and
  everyone on the other side must find some other
  way home.  The dimension continues to exist, but
  there is no easy way back to the real world.  
  An example of a headquarters with Personal
  Dimension is a mystic stronghold built using 5th
  dimensional geometry, creating a central secret
  chamber that exists out of space and time.  
  Extras:
  Extra-Dimensional Features: One feature of the
  headquarters per power rank may be located in the
  personal dimension instead.  One must travel to the
  personal dimension to use the feature.   
  Petrification
  (Power Corrupted)
  Useful as both a defensive measure and a
  gardening aid, Petrification is often used by super-
  villains to create monuments to their defeated foes
  made up of statues created from these foes.  Also
  Petrification is used by super-heroes as form of
  imprisonment, but in either case the ability for the
  petrified individual to escape by expending hero
  points can make this a risky proposition.  
  An example of a headquarters with Petrification is
  the lair of a super team made up of ancient Greek
  heroes who have installed the head of Medusa in
  their headquarters as a defense against unwanted
  visitors  
  Power Stunt:
  Rock Breaker: The headquarters has a piece of
  equipment specifically for breaking up large rocks,
  such as statues created through Petrification.  This
  device, usually in the shape of a pit in the floor
  filled with rotating blades, forces a Damage save,
  DC 15 + the power level of the headquarters, on
  anything thrown into the rock breaker.  Living
  beings thrown into or tricked into the rock breaker
  may avoid its teeth with a Reflex save, DC 10+ the
  power level of the headquarters.
  Plant Control
  Found in headquarters of heroes and villains who are
  nature oriented, this power is most effective when
  the headquarters is in a terrain to put it to good use,
  such as a forest or jungle.  This power is especially
  well suited to headquarters that are themselves built
  in or out of plants.  In such situations Plant Control
  with a few extras like Plant Stride or Regeneration
  can become very formidable.  
  An example of a headquarters with Plant Control is
  an old terraforming base on an alien world where the
  base was overrun by the natural wildlife it was trying
  to eradicate.  The wildlife mixed with the chemicals
  on the terraforming base and now the surviving
  control systems of the base have some influence over
  the local plants.  
  Pocket Universe
  (Above and Beyond)
  Used in many of the same ways as Personal
  Dimension, Pocket Universe has the advantage of
  size, a constantly available portal, and the ability to
  bring items over from the pocket universe into the
  real world.  The portal to the pocket universe must
  be located within the headquarters.  Additional head-
  quarters features cannot be created in the pocket
  universe except through the Extra-Dimensional
  Feature power stunt.  
  An example of a headquarters with Pocket
  Dimension is a headquarters used by the last survivor
  of a dying dimension who managed to save some
  small sliver of his home universe, which is now
  anchored to a portal on his asteroid hideout.  
  Extras:
  Extra-Dimensional Features: One feature of the
  headquarters per power rank may be located in the
  pocket universe instead of the real world.  One must
  travel to the pocket universe to use the feature.  
  Pocket Armory: Through creating equipment in the
  pocket universe the headquarters gains the Armory
  power.   
  Poisonous
  Metabolism (Power
  Corrupted)
  This power represents some sort of secretion in the
  headquarters that when imbibed or touched poisons
  the victim.  The secretion is visible and only appears
  in certain locations in the headquarters, such as
  special fountains or waste control tubes.  Anyone
  coming into contact with the specified materials must
  make a Fortitude save as normal for Poisonous
  Metabolism.  If the Poisonous Sweat extra is
  purchased every surface in the headquarters is
  covered in poison and only the Controlled extra can
  make an area safe.
  An example of a headquarters with Poisonous
  Metabolism is the home of a mad undead alchemist
  who covers everything in his headquarters with
  deadly contact poisons which no longer affect him
  because of his undead state (and Immunity (Poison)).
  Extras:
  Exterior Poisons: In addition to poisoning the inte-
  rior of the headquarters and its exterior surfaces the
  poisons can be ejected out into the surrounding area,
  polluting water supplies and killing off local wildlife.
  All creatures drinking water or eating fruits picked
  within 1 mile per power rank of the headquarters
  must make a Fortitude save, DC 10+ the Poisonous
  Metabolism power rank, or take damage as per a
  Damage save.  There should be obvious signs of this
  extra in effect, such as shriveled trees and dead
  wildlife.  
  Possession
  Gamemasters may wish to modify this power so it
  does not allow an entire building to leap into the
  body of a much smaller creature when the headquar-
  ters uses the Possession power.  Alternately the head-
  quarters could take control of the target without actu-
  
  headquarters & Hideouts 2
  ally merging with its body.  This should only be
  allowed for headquarters with the Intelligence feature
  or headquarters characters because otherwise there
  isn’t much of a mind to possess with.  While using
  Possession the headquarters itself may go inert
  according to gamemaster discretion.
  An example of a headquarters with Possession is a
  mystic library protected by the spirit of its creator
  that possesses those who come near to use their
  bodies to obtain more books from the outside world.  
  Postcognition
  Using some manner of special sensor equipment the
  headquarters can allow its occupants to see back in
  time.  It is assumed Postcognition involves some
  type of screen or other display that allows the occu-
  pants of the headquarters to see what is revealed
  through using the power.  Also a scanner tool could
  be used to scan objects to see if they have some
  event in their past of note.  Using the headquarters’
  Postcognition power to see the past in a specific
  location could be difficult if the headquarters doesn’t
  move.  Random bouts of insight through
  Postcognition could instead be done as random
  images on the power’s display screen whenever an
  item or person of great import is near the
  Postcognition array.  This power is an excellent
  candidate for the Relay power.  
  An example of a headquarters with Postcognition is a
  time travel research facility that can see the past by
  monitoring special chrono particles.  
  Power Domination
  (Power Corrupted)
  Found in headquarters used by those who favor mind
  control and confusion over direct action, Power
  Domination allows a headquarters to quickly take an
  enemy out of the picture, at least temporarily.  Power
  Domination is not easily capable of removing a hero
  from the fight permanently, but can delay him and
  cause him to strike out at his allies.
  An example of a headquarters with Power
  Domination is the lair of a powerful artificial intelli-
  gence computer that can take control of machines
  using Power Domination to control any powers with
  the super-science power source that come within
  range.
  Power Focus
  (Power Corrupted)
  Usually a power of desperation, in a well equipped
  hideout this power can prove very powerful.  The
  power can only drain energy from other headquarters
  power, not from the inhabitants of the headquarters
  or an Intelligence feature unless it has the Donate
  extra below.  
  An example of a headquarters with Power Focus is
  an orbital defense platform that can fire a powerful
  energy beam, but doing so shuts down many of its
  other systems for several days.  
  Extras:
  Donate: Residents of the headquarters and
  Intelligence features may donate power ranks to fuel
  Power Focus.  
  Power Residue
  (Power Corrupted)
  Unless the headquarters is mobile it can only detect
  and use powers that have been activated within the
  headquarters.  If the headquarters is mobile it can
  detect and use whatever powers have been activated
  in the areas it moves to or through.  This makes an
  excellent power to use with Relay so characters can
  scan an area and see what powers were used in it in
  the past.
  An example of a headquarters with Power Residue is
  a genetic engineering facility that takes genetic
  samples from all beings that enter and uses them to
  unlock mutant powers, but it must see those powers
  in action to get a starting point for the genetic
  mapping process. 
  Devil’s Workshop
  Page 28
  Power Resistance
  (Power Corrupted)
  Power Resistance is a common protective power
  for headquarters oriented towards or against a
  certain power source, such as a magical headquar-
  ters that is highly resistant to powers that or super-
  science in source.  For some hideouts this form of
  boosting saving throws makes more sense than
  purchasing Amazing Save.  
  An example of a headquarters with Power
  Resistance is a scientific research facility
  pioneering anti-robot weaponry surrounded by a
  field of EMP generators that distort the abilities of
  technological equipment outside the facility.  
  Extras:
  Interference: When a power of the specified type
  for Power Resistance is used inside the headquar-
  ters it must succeed in a power check against
  Power Resistance to function properly regardless
  of who the power targets.  This extra increases the
  cost of Power Resistance by two points per power
  rank.  
  Power Scan
  (Power Corrupted)
  Often part of an advanced sensor system, Power
  Scan is a very utilitarian power for headquarters
  that see combat regularly or deal with a large
  number of unfamiliar super powered beings.  This
  power works well through Relay as well, espe-
  cially if the Database extra is purchased as well.
  Extras:
  Database: The headquarters stores all information
  gathered on super powered creatures from Power
  Scan or otherwise, in a single database.  If any of
  these individuals are encountered again their file
  may be access as a half action and includes any
  information gained from Power Scan.  Any
  changes to the individual’s abilities since the last
  scan are not noted in the files.  If this extra is
  purchased for Read Opponent or Reality
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  Perception it need not be purchased for Power
  Scan.  
  Precognition
  Precognition follows many of the same limitations
  as Postcognition in relation to headquarters being
  immobile.  It also probably incorporates some kind
  of display to show possible scenes of the future
  and a scanner to examine items for their future
  importance.  
  An example of a headquarters with Precognition is
  a headquarters located outside of linear time where
  the future and the present happen concurrently.  
  Probability
  Control (Power
  Corrupted)
  Like Luck and Order this power functions as a
  support power to increase the effectiveness of
  other powers, so unless the headquarters has other
  powers, the Affects Others extra, or the Others
  Only flaw this power will be of questionable
  usefulness.  
  An example of a headquarters with Probability
  Control is an old abandoned dice factory that has
  been influenced by all the randomness it has put
  into the world and now the spirit of a dead worker
  who haunts the building can control randomness
  within the building using this power.  
  Proscribe (Power
  Corrupted)
  An excellent power for keeping your enemies
  away from your headquarters, this power is very
  effective in concert with a ranged attack powers.
  Unfortunately this power cannot differentiate
  between enemies and residents of the headquarters
  without the Smart Ward extra.
  An example of a headquarters with Proscribe is an
  old beat up building where subliminal graffiti
  covers the walls, making it very difficult to willingly
  approach the building.  
  Extras:
  Smart Ward: One person per power rank may be
  designated as immune to Proscribe, which is usually
  used to make the residents of the headquarters
  immune.  
  Protection
  While the Armor power represents armor plating
  built into the outer surfaces of the headquarters,
  Protection means the structure of the headquarters
  itself has extremely durable materials built right in.
  The hardness of a fortress and its ranks in Protection
  combined cannot be higher than twice the power
  level of the headquarters.  
  An example of a headquarters with Protection is a
  state of the art skyscraper made with the most
  advanced alloys and materials available.  
  Psychic Weapon
  (Power Corrupted)
  Like Natural Weapon, Psychic Weapon is of ques-
  tionable usefulness for headquarters other than head-
  quarters characters unless the headquarters has the
  Robotic Arm feature.  The headquarters must have
  some way to swing the Psychic Weapon at its oppo-
  nents for this power to be useful.  The power may be
  granted to occupants of the base using the Affects
  Others extra or the Others Only flaw.  
  An example of a headquarters with Psychic Weapon
  is a hollow metallic sphere is carried about in a
  massive psionic slug which can create deadly
  psychic protrusions from its body.  
  Rage (Power
  Corrupted)
  For Rage to affect a headquarters not only must the
  headquarters be able to move but it must also be able
  to feel anger.  Thus it is only appropriate for head-
  quarters characters.  Rage can be used on the occu-
  pants of the headquarters using the Affects Others
  extra or the Others Only flaw.    
  An example of a headquarters with Rage is a special
  military training center that develops combat drugs.
  When attacked it injects these drugs into its tests
  subjects and releases them to do combat.  
  Rain of Destruction
  (Above and Beyond)
  Without the Power Immunity feat or the Selective
  extra a headquarters with this power will damage
  itself using the power.  This power can be a very
  effective tool against large numbers of attacking
  armies, but its cost prevents most headquarters from
  installing it.   When combined with Proscribe, Force
  Field, or similar powers that can block access to the
  base this power becomes extremely useful.
  An example of a headquarters with Rain of
  Destruction is a super-villain lair built in the center
  of a volcano that can summon up sulfur-rich acid
  rain on demand.  
  Read Opponent
  (Power Corrupted)
  Often combined with Power Scan to create a
  powerful opponent scanning array, Read Opponent is
  a common feature in headquarters that often see
  combat or keep records of their opponents.  Read
  Opponent is also used in headquarters that carry out
  a lot of training operations and use it to gauge their
  student’s progress.  
  An example of a headquarters with Read Opponent is
  a lair of a villain who traps heroes to observe their
  combat techniques so he may learn them himself and
  how to counter them.  
  Extras:
  Database: The headquarters stores all information
  gathered on super powered creatures from Read
  Opponent or otherwise, in a single database.  If any
  of these individuals are encountered again their file
  may be access as a half action and includes any
  
  headquarters & Hideouts 2
  information gained from Read Opponent.  Any
  changes to the individual’s abilities since the last
  scan are not noted in the files.  If this extra is
  purchased for Power Scan or Reality Perception it
  need not be purchased for Read Opponent.
  Reality Anchor
  (Power Corrupted)
  Reality Anchor is found in headquarters that have
  some sort of special tie to the fabric of reality that
  makes them more resistant to changes in it.  Maybe
  the headquarters sits on a place where gravity fields
  have warped reality to make it particularly tough, or
  possibly some great event happened in the same
  place that altered history and because of the events
  great effect on reality this place is immune to alter-
  ations in reality.  Reality Anchor works to suppress
  any reality altering powers within the confines of the
  headquarters.  
  An example of a headquarters with Reality Anchor is
  headquarters built on a field where the first iron
  weapons were used in combat, setting the stage for a
  good portion of the history of man and creating a
  place so important to history that reality may not be
  altered within its bounds.  
  Extras:
  Reality Grounding: Any attempt to transport the
  headquarters to a different dimension, time, or plane
  of existence is automatically resisted by Reality
  Anchor.  The transporting power must beat Reality
  Anchor in an opposed power check to successfully
  transport the headquarters.  
  Reality Control
  (Power Corrupted)
  Using lucky occurrences and coincidences the head-
  quarters can mimic other powers, but this level of
  creativity usually requires some sort of guiding
  sentience, such as an Intelligence feature.  This
  power is rarely used in headquarters due to the diffi-
  culty of using the power and its short duration.
  An example of a headquarters with Reality Control is
  a hideout hidden within an amusement park that can
  use the imagination energy of the people within the
  park to change reality temporarily, but just as long as
  no one notices.  
  Reality Flux (Above
  and Beyond)
  A power only found in the most powerful headquar-
  ters, it allows the basic laws of reality to be rewritten
  and matter rearranged at will within several miles of
  the headquarters.  This makes the power incredibly
  useful and a potent defensive measure, but few head-
  quarters are of sufficient size and power to have such
  Reality Flux as an option.  It is usually found in
  headquarters of super-villains who have power over
  atomic structure or the fabric of reality.  
  An example of a headquarters with Reality Flux is a
  villain stronghold where the body and mind of an
  immensely powerful super-hero are kept entrapped in
  order to access his powers of reality control.  
  Reality Perception
  (Power Corrupted)
  Often tied in to the Dimensional Alarm feature, this
  power fits well as part of a powerful sensor array.  It
  is particularly useful for heroes who have dimen-
  sional portals and similar features in their headquar-
  ters so creatures that wander in from other dimen-
  sions may be easily identified.  
  An example of a headquarters with Reality
  Perception is the base of an inter-dimensional police
  force that automatically catalogs all other-dimen-
  sional creatures that enter the base.
  Extras:
  Database: The headquarters stores all information
  gathered on super powered creatures from Reality
  Perception or otherwise, in a single database.  If any
  of these individuals are encountered again their file
  may be accessed as a half action and includes any
  information gained from Reality Perception.  Any
  Devil’s Workshop
  Page 30
  changes to the individual’s abilities since the last
  scan are not noted in the files.  If this extra is
  purchased for Power Scan or Read Opponent it
  need not be purchased for Reality Perception.
  Reflect Power
  (Power Corrupted)
  Usually part of a powerful defensive system,
  Reflect Power allows headquarters to both avoid
  harm and defend themselves if the Refract extra is
  purchased.  Many headquarters with this power are
  only able to deflect powers of a specific power
  source, usually one that is related to the headquar-
  ters.
  An example of a headquarters with Reflect Power
  is wizard’s castle protected by thousands of shards
  of enchanted glass that reflect spells cast at them
  back at the spell caster.  
  Regeneration
  Usually only found in headquarters characters,
  Regeneration without the Hardness Regeneration
  extra requires the headquarters be able to take hits
  instead of simple hardness damage.  
  An example of a headquarters with Regeneration is
  an alien base built in a time distortion so the struc-
  ture of the base constantly goes back in time to a
  time when it was fully repaired.  
  Extras:
  Hardness Regeneration: In addition to healing
  one hit per power rank per minute, Regeneration
  repairs one point of hardness per power rank per
  minute.  
  Flaws:
  Hardness Only: Regeneration can only repair
  hardness, not heal hits.  
  Reincarnate
  While with characters Reincarnate allows a char-
  acter to miraculously return to life after being
  
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  killed, with headquarters it means the structures of
  the headquarters are able to repair themselves even
  when completely destroyed.   Alternately it may
  represent the ability to quickly replace a headquar-
  ters or if the headquarters is organic in nature the
  headquarters does come back to life.  If the head-
  quarters does not have hits because it is an inani-
  mate object the Reincarnate power check is made
  against a DC of 10+ 1 for each point of hardness
  damage suffered at the time of destruction, which
  is probably the entire hardness of the structure.  If
  the check is successful the owners of the headquar-
  ters may select a new selection of features for the
  headquarters.  
  Flaw:
  Unchanging: You cannot change the features
  possessed by a headquarters when it uses
  Reincarnate.  
  Running
  While Running primarily represents moving along
  the ground using legs, it could also represent
  treads, wheels, or similar ground based locomotion
  that does not have the speed of Super Speed.
  Running allows a headquarters to become mobile
  and move across the ground at the normal running
  speed.  Headquarters are assumed to have a base
  speed of 0 feet before Running is applied.  
  An example of a headquarters with Running is a
  modified version of the crawler used to carry the
  space shuttle to the launch pad that has been
  turned into a mobile fortress.  
  Power Stunts:
  Treads: The headquarters moves on treads and is
  surprisingly stable.  It may halve any penalties to
  Drive checks due to poor terrain and receives a +4
  bonus to resist bull rush and trip attacks.
  Sabotage (Power
  Corrupted)
  A power rarely found in technological headquar-
  ters due to the damage it could inflict if there was
  a malfunction, Sabotage is usually preferred by more
  nature oriented heroes as a defensive mechanism
  against high-tech attackers.  The bonuses to skills
  and the ability to make machines malfunction in a
  certain way work best with the Affect Others extra or
  Others Only flaw unless the headquarters has the
  Intelligence feature and some means with which to
  use the skills or sabotage devices, such as robotic
  grasper arms in a repair bay.
  An example of a headquarters with Sabotage is a
  super-villain lair located in a junk heap where the
  spirits of long rotting cars try to rip apart technolog-
  ical items that come too close.  
  Sense Alteration
  (Power Corrupted)
  Able to turn off vital senses like sight, Sense
  Alteration is often used as a non-lethal defense
  system and as an aid in research and scientific
  endeavors by using the power to heighten the senses
  instead of weaken them.  
  An example of a headquarters with Sense Alteration
  is a mystical cave where those who enter uninvited
  are cursed with blindness while those who are invited
  are blessed with acute vision.  
  Sensory Link (Power
  Corrupted) 
  This power is usually connected to some manner of
  screen or display so what is observed through the
  sense link can be seen.  It is assumed that any resi-
  dent of the headquarters is sufficiently well known
  that they can be targeted with this power.
  An example of a headquarters with Sensory Link is a
  gypsy vardo with a crystal ball that can be used for
  seeing through the eyes of allies of the seeress who
  owns the vardo.  
  Flaws:
  Residents Only: This power can only see through
  the senses of the residents of the headquarters.  
  Sensory Protection 
  Not all headquarters have senses, but if the headquar-
  ters has any sort of automated attack systems, such
  as a defense system, this can be added to keep that
  system from getting blinded.  This could also be
  applied to features such as radar or sonar.  
  An example of a headquarters with Sensory
  Protection is a high-tech fortress where all sensors
  have redundant systems in case the primary sensors
  are damaged.  
  Shape Matter
  Shape Matter is sometimes used in headquarters that
  have special recycling abilities, reforming materials
  into needed items.  This is especially potent when
  combined with Transmutation.  
  An example of a headquarters with Shape Matter is a
  magical fortress built out of magnetized iron where
  the magnets can be used to rearrange the appearance
  of any metal item.
  Shapeshift
  Shape Shift is used to hide headquarters, allowing a
  headquarters to go from an armored fortress to a
  normal building very quickly.  The headquarters can
  assume multiple shapes, a very useful feature for
  mobile headquarters so they do not stick out.
  An example of a headquarters with Shape Shift is a
  spacecraft that changes shape on each world it visits
  to blend in with its surroundings.  
  Shrinking
  Shrinking can be a very problematic power for a
  headquarters because a headquarters that can be
  shrunk down to carrying size is an immense advan-
  tage.  The gamemaster should consider this power
  heavily before allowing it in a headquarters.
  Since most headquarters are larger than Medium size
  they interact differently with the Shrinking power
  than normal characters.  For every four power levels
  
  headquarters & Hideouts 2
  of the headquarters it is assumed to increase in size
  one level in a similar fashion to the Growth power.
  Instead of starting at Medium and going down from
  there, for a headquarters Shrinking must start at the
  headquarters’ size and decrease it one size level for
  every three ranks of Shrinking.  
  Example: The Cooler is a power level 14 headquar-
  ters that has Shrinking 14.  The Cooler is considered
  to normally be Gargantuan (14/4=3.5, so the head-
  quarters is 3 size levels larger than Medium).  When
  Shrinking is engaged the headquarters become Small
  (14/3=4.66, so the headquarters decreases in size by
  four levels).  
  An example of a headquarters with Shrinking is the
  microscopic lair of a villain made of intelligent
  subatomic particles.  
  Shroud the World
  in Darkness (Above
  and Beyond)
  A power very rarely found in the headquarters of
  heroes, this power allows the owner of the headquar-
  ters to blackmail the world by darkening the skies.
  This power is only found in the most powerful head-
  quarters and it requires the expenditure of a hero
  point to activate, making it a very uncommon power.
  Changing the Duration to Continuous is a good way
  to represent machines that constantly work to keep
  the sky dark.
  An example of a headquarters with this power is a
  secret fortress built by creatures from a shadow
  dimension who seek to use a magical gem from their
  world to blot out the sun and make Earth a world
  suitable to their people.  
  Singularity (Power
  Corrupted)
  A power that probably shouldn’t be used inside a
  headquarters, Singularity makes an effective defense
  mechanism as long as the singularities created are
  deployed far from the headquarters.  
  An example of a headquarters with Singularity is a
  base inhabited by a survivor of the universe before
  the Big Bang who keeps a supply of super-dense
  particles from the Big Bang for use in his experi-
  ments and as a defensive measure when needed.  
  Power Stunts:
  The Other End: Anything in the same square as the
  singularity must make a Fortitude save, DC 10+ the
  power rank of Singularity) or be sucked through the
  singularity into a specific room in the headquarters,
  such as a jail cell or Dimensional Prison.  
  Slick
  Another non-lethal defensive system, Slick is often
  found in the headquarters of super-villains who have
  a particular liking for jokes and comedy.  
  An example of a headquarters with Slick is
  an off-shore oil rig that uses oil to power its weapon
  systems, including both oil slicks to keep attackers
  off balance and flame throwers.  
  Extras:
  Group Slide: Anyone in the headquarters can
  increase their movement speed by 5 feet per power
  rank.  
  Slow
  When used in concert with other defense systems
  Slow can prove a very effective power for a head-
  quarters to have.  
  An example of a headquarters with Slow is a massive
  insect hive that broadcasts electrical signals to
  communicate with the swarm serving the hive but
  these signals can also slow down the nervous system
  of most humanoids if directed at a single target.  
  Snare
  In addition to being used in combat Snare can act as
  a makeshift prison while transferring a prisoner to a
  more permanent abode.  
  Devil’s Workshop
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  An example of a headquarters with Snare is a high-
  tech prison equipped with numerous force field
  grapplers on its walls and ceilings, making it easy
  to subdue violent prisoners.  
  Extras:
  Movable Snare: Once a target is affected by Snare
  the snared individual may be moved across the
  surfaces of the headquarters without breaking the
  Snare.  This may only be done under the direction
  of the headquarters residents or an Intelligence
  feature.  
  Solid Step (Power
  Corrupted)
  While most headquarters do not step, the ability to
  rest on a gaseous material may still be useful for
  headquarters that flies or leaps from place to place.
  Creating a castle in the sky is very easy with this
  power, though the duration of the power should
  probably be changed to permanent if the castle is
  never going to move to ensure the power does not
  deactivate and send the castle hurtling towards the
  ground.
  An example of a headquarters with Solid Step is a
  space exploration vessel that is built to land on
  cloud cover in order to observe less advanced
  planets without being seen.  
  Sorcery
  Sorcery is a rare power to find in a headquarters
  due to the free form nature of its use.  Automated
  features can activate specific spells but they cannot
  make use of the spontaneous casting ability of the
  power.  Sorcery is obviously most common
  amongst headquarters used by mystically inclined
  beings.  When casting spontaneously using Sorcery
  as a headquarters power a hero point much be
  spent to activate the power.
  An example of a headquarters with Sorcery is a
  super-advanced spacecraft where billions of
  nanites carry out the directions of the captain, at
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  times performing feats that other races would
  swear were magic.  
  Space Flight
  Unless a headquarters is normally found in space,
  Flight or some similar power is required to accom-
  pany Space Flight to enable the headquarters to
  reach the upper atmosphere.  Space Flight is very
  common amongst space faring heroes.  Space
  Flight is assumed to carry along everything inside
  the headquarters.
  An example of a headquarters with Space Flight is
  a massive space dreadnaught that is in rather poor
  shape, but always seems to have enough spunk to
  win the day or get away.
  Spatial
  Manipulation
  (Power Corrupted)
  Like Atomic Mastery or Cosmic Power, Spatial
  Manipulations opens up a lot of options in a single
  power.  These options include both attack powers,
  travel powers, and powers to assist others in
  combat.  The ability to alter the volume of objects
  allows a headquarters to hold far more than it
  should be able to.  The ability to bypass Force
  Fields and Armor may be used in concert with any
  other powers the headquarters possesses.  Spatial
  Manipulation is usually found in the headquarters
  of those individuals who has a strong interest in
  physics, geometry, or Relativity.  
  An example of a headquarters with Spatial
  Manipulation is a villain’s fortress built within the
  blast crater of an experimental disintegration
  bomb, within which the laws of space and distance
  are mutable.  
  Spinning
  Usually found in space stations or headquarters
  that are very tall as opposed to wide, Spinning is
  still a rare power in most headquarters.  It us
  assumed that the headquarters has some type of
  shielding to protect those inside from being tossed
  about.
  An example of a headquarters with Spinning is a
  massive space station that spins to create gravity but
  when under attack it can drastically increase its rate
  of spin, making it difficult target to hit and possibly
  striking nearby enemies.
  Extras:
  Building Punch: The spinning headquarters may be
  used to strike creatures in adjacent squares, using a
  base attack bonus equal to the power rank of
  Spinning.  If the attack roll succeeds the target must
  make a Damage save, DC 15+ the power rank of
  Spinning.  If combined with the Whirlwind Attack
  feat this may be used to attack characters in all in
  squares adjacent to the headquarters.  
  Slingshot: This extra can only be purchased if
  Building Punch has already been purchased.  A char-
  acter struck by the headquarters using Building
  Punch must make a Strength check, DC 10+ the
  power rank of Spinning, or be thrown away from the
  headquarters 5 feet per power rank of Spinning.  The
  target of this ability receives a bonus to their
  Strength check equal to any ranks they have in
  Immovability.
  Spirit Sense (Power
  Corrupted)
  Headquarters with Spirit Sense have a habit of
  attracting spirits to haunt them, though usually these
  spirits are easily forced out if they become an annoy-
  ance or threat.  Within the headquarters all spirits are
  visible and capable of conversation.  Spirits of
  specific people cannot be summoned unless the
  headquarters was important to them in life or the
  headquarters is capable of moving to a location what
  was important.  
  An example of a headquarters with Spirit Sense is a
  centuries old fortress where many thousands of
  people have died, creating a nexus of spirit energy
  that attracts other spirits to the area.  
  Stage Magic (Power
  Corrupted)
  This power is of questionable usefulness for most
  headquarters due to the skill bonuses it grants,
  though the hiding of items can be very useful for
  concealing important items in a headquarters.  This
  ability can be used to hide objects anywhere in the
  headquarters.  To use make an item impossible to
  find a hero point must be spent by one of the occu-
  pants of the headquarters.
  An example of a headquarters with Stage Magic is a
  space freighter with special shielded hidden compart-
  ments that make smuggling illegal goods a piece of
  cake.
  Extras:
  Hide Larger Item: The size of items that can be
  hidden by Stage Magic within the headquarters
  increases by one level to a maximum of Huge.  
  Strike
  This power should only be built into headquarters
  that have some capacity to strike people in melee
  combat, preferably with a limb of some type, such as
  the Robotic Arm feature.  
  An example of a headquarters with Strike is a forti-
  fied bunker where the main door has been modified
  to contain a ram that strikes anyone who tries to open
  the door once it has been closed.
  Stun
  Another non-lethal defense option, Stun works well
  in concert with other powers to take advantage of
  stunner characters.  
  An example of a headquarters with Stun is a super-
  villain prison that uses stun cannons to keep pris-
  oners from escape.  
  
  headquarters & Hideouts 2
  Suffocate
  While not immediately lethal, Suffocate become a
  lethal attack if the target is subjected to it for long
  enough.  This power can knock foes unconscious if
  they fail the Constitution check, though this requires
  several rounds of the power targeting the same oppo-
  nent.  Constructs are immune to this power, thus it is
  usually found in headquarters of individuals who
  primarily fight living opponents.
  An example of a headquarters with Suffocate is a
  fortress in the clouds that can control the winds to
  the point of deny oxygen to those who attack it.  
  Summon (Power
  Corrupted)
  Summon allows a headquarters to call forth a number
  of defenders in addition to whatever staff and inhabi-
  tants it has.  In addition to defensive duties these
  summoned beings may be assigned to more mundane
  tasks, but these are likely to be a waste of the crea-
  ture’s power.  Headquarters with this power usually
  have some sort of centrally located summoning
  chamber of apparatus, such as a portal or mystic
  circle.
  An example of a headquarters with Summon is a
  robot operated fortress-factory that stores its products
  in extra-dimensional storage spaces that can be
  opened up on a moment’s notice.  
  Super-science
  (Power Corrupted)
  Headquarters with this power have the capacity to
  create reality bending machines with a few hours
  work in some manner of high-tech workshop or
  magical laboratory.  Using this power requires one of
  the inhabitants of the headquarters spend a hero point
  to use the power to build a super-science device and
  to keep the device working for more than 24 hours.
  If the headquarters has a hero point bank the Super-
  Science device must be returned to the headquarters
  to use this bank to extend the time the super-science
  device remains active.  This power does not benefit
  from having a Gadget Lab or Improved Gadget Lab.
  Powers duplicated by Super-science are considered
  to be headquarters powers and affect others accord-
  ingly.  The power cannot be removed from the head-
  quarters without the Moveable Super-science extra.  
  An example of a headquarters with Super-Science is
  a chamber within an alien fortress where different
  crystals, each with a different reality warping influ-
  ence, can be combined to create items of immense
  power.  
  Extras:
  Moveable Super-science: Powers duplicated using
  Super-science as a headquarters power may be
  removed from the headquarters.  
  Super-Charisma
  While headquarters characters actually have the
  capacity to be charismatic, inanimate headquarters do
  not.  Instead in such instances Super-Charisma repre-
  sents a headquarters that is particularly visually
  appealing or impressive.  This is especially effective
  when combined with the Intimidating Presence extra.
  An example of a headquarters with Super-Charisma
  is an immense skyscraper covered in glittering glass
  and steel, all of which has a strangely overpowering
  and intimidating air to it.
  Super-Constitution
  Only headquarters with some manner of metabolism
  may select this power.  Particularly resilient living
  beings, such as ancient trees and the like, are good
  candidates for this power.  
  An example of a headquarters with Super-
  Constitution is a headquarters carried in an immense
  burrowing worm.  
  Super-Dexterity
  Only headquarters capable of motion may select this
  power.  Headquarters that are immobile are assumed
  to have a Dexterity bonus of +0.
  Devil’s Workshop
  Page 34
  An example of a headquarters with Super-
  Dexterity is a huge robotic spider that functions as
  a colony ship for a race of large arachnoids.  
  Super-Intelligence
  To select this power the headquarters must be
  headquarters character because the Intelligence
  Feature represents and mind trapped within but
  separate from the headquarters.  Selecting this
  power means the headquarters itself has some
  manner of innate intelligence, something most
  buildings do not have.  Super-Intelligence can also
  represent the basic computing power of a head-
  quarters, acting as a skill bonus to make untrained
  skill checks with.  
  An example of a headquarters with Super-
  Intelligence is a small moon that can transform
  into a robot when needed and uses its massive
  intellect to protect the planet it orbits.  
  Super-Leadership (A
  Matter of Family)
  For a headquarters to select Super-Leadership
  either the headquarters must have the Staff feature
  or one of the heroes in residence must have the
  Minions feat.  In either case Super-Leadership
  adds to the loyalty score of the headquarters or the
  hero for determining the number and level of the
  Staff or Minions gained.  If a resident hero has the
  Minions feat he loses the additional followers if he
  ever moves out of the headquarters or it is
  destroyed.  Super-Leadership applies to either the
  Staff feature or a single Minion feat.  
  An example of a headquarters with Super-
  Leadership is a base of a group of religiously
  oriented heroes who work out of a famous temple
  of their faith, attracting more followers to their
  cause.  
  Super-Senses
  Selecting this power with the Affects Others extra
  is an excellent way to represent an advanced
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  sensor array.  Without the Area or Affects
  Occupants extras the information gained from
  Super-Senses is displayed at some central location
  instead of being readily available throughout the
  headquarters.
  An example of a headquarters with Super-Senses is
  a magical stronghold where the resident wizard has
  a crystal ball that increases the acuity of the senses
  of whomever it is linked to.    
  Super-Skill
  Super-Skill usually represents some sort of knowl-
  edge base stored in the headquarters, such as a
  database containing information on various
  sciences or automated routines for treating injuries.
  Skills that are based on physical abilities, such as
  Drive or Climb, are rarely found as Super-Skills in
  headquarters.
  An example of a headquarters with Super-Skill is a
  super-villain stronghold built in an old printing
  factory in which an advanced duplication machine
  has Super-Skill (Forgery) allowing documents and
  money to be easily forged.  
  Super-Speed
  Super-Speed is a rare power in headquarters
  despite it being an incredibly effective power,
  granting a high rate of movement and impressive
  defensive abilities.  Combined with the Affects
  Others and Affects Occupants extras it is a very
  effective power for increasing the combat abilities
  of those inside the headquarters.  
  An example of a headquarters with Super-Speed is
  an experimental faster-than-light spacecraft that
  was permanently shifted into a slightly different
  time flow and now seems to be moving at
  immense speeds by those outside it.  
  Super-Strength
  This power is usually only possessed by headquarters
  that have the capacity t move, but it could also repre-
  sent a super-heavy headquarters that is difficult to
  grapple with or lift due to its great weight. In such
  cases the headquarters would use its Super-Strength
  checks to resist bull rushes and similar attacks.
  Super-Strength is a common power for headquarters
  characters.
  An example of a headquarters with Super-Strength is
  a headquarters built within a large ocean-going boat
  that has an immense towing capacity.  
  Super-Wisdom
  This power is usually only possessed by headquarters
  characters due to the fact it normally requires a mind
  to have a Wisdom score.  If the power only applies
  its bonus to Wisdom skills the power could represent
  some sort of automated sensor system that is very
  alert at picking up intruders.  
  An example of a headquarters with Super-Wisdom is
  an ages old tree that is capable of speech, is strong of
  will, and strong of senses.  
  Sustain (Power
  Corrupted)
  Up to one person per power rank within a headquar-
  ters with this power will not starve, dehydrate, or
  suffocate while within the headquarters.  This is
  usually used to protect the inhabitants of the head-
  quarters from dangerous environmental effects that
  infiltrate the headquarters.  
  An example of a headquarters with Sustain is a space
  station, the occupants of which are connected to a
  series of tubes that supply them with food, water, and
  oxygen constantly.  
  Extra:
  Support Horde: For each power rank of Sustain the
  number of people you can support using Sustain
  doubles.  
  Swallow (Power
  Corrupted)
  An excellent defensive power for capturing enemies,
  Swallow allows targets to be temporarily incapaci-
  tated by taking them inside the base.  This power can
  be found on headquarters that are not alive, instead
  representing some manner of mechanical jaws that
  gobble up opponents to restrain them.
  An example of a headquarters with Swallow is a
  headquarters built on the back of a huge whale that
  can swallow attackers if needed.
  Power Stunts:
  Prison Shunt: Targets that are successfully swal-
  lowed are shunted to a specific room in the head-
  quarters, such as a jail cell.  
  Swarm (Power
  Corrupted)
  A headquarters with this power can split into
  hundreds of Tiny sized creatures.  This power works
  normally but the swarm retains the same total
  volume as the headquarters, meaning there are likely
  hundreds of creatures within the swarm.  Each hit
  against the swarm drops the power rank of Swarm by
  one, representing probably dozens of creatures
  rendered unconscious.  
  An example of a headquarters with this power is a
  high-tech fortress that is actually made up of
  hundreds of small automated robots that can separate
  on command and reform.
  Flaws:
  Big Swarm Component: The creatures in your
  Swarm are of Small size, not Tiny, resulting in a size
  bonus of +1 to attacks and defense and a -2 penalty
  to Strength.  
  Swimming
  Not only representing actual strokes or fins, this
  power can also represent mechanical water move-
  ment, such as propellers or hovercraft.  The base
  
  headquarters & Hideouts 2
  speed of a headquarters is 0 feet, to which any speed
  gained by Swimming is added.  
  An example of a headquarters with Swimming is a
  base built on a giant ice burg which can move around
  using a giant propeller.  
  Swinging
  Most headquarters are of such a size that swinging
  from building to building would probably result in
  property damage.  Regardless for some headquarters
  this may prove a useful form of locomotion.  
  An example of a headquarters with Swinging is a
  small mobile robotic factory that moves using two
  extendable arms to swing from building to building
  in immense urban landscapes of the distant future.   
  Synchronicity
  (Power Corrupted)
  Like Reality Control, this power relies on luck and
  circumstance to function, but unlike Reality Control
  its results can take many weeks or months to come to
  fruition.  Synchronicity is rarely found in headquar-
  ters due to the time it takes to be effective and the
  power requires a hero point to activate.  
  An example of a headquarters with Synchronicity is
  an abandoned public park adopted by a local super-
  hero that contains a wishing well that can do far
  more than most people think.  
  Telekinesis
  Whether the product of enslaved psionic brains or
  force field projectors, Telekinesis is a very utilitarian
  power that allows items to be easily moved around
  the headquarters and it can serve a number of other
  purposes depending on the extras selected.  
  An example of a headquarters with Telekinesis is a
  mystic sanctum with numerous spirits who carry and
  move items about the sanctum on command.
  Power Stunts:
  Invisible Furniture: Not only can the Telekinesis
  power lift objects, but it can form custom shaped
  furniture anywhere in the headquarters.  A character
  need only make a motion to sit down, lay down, or
  sit a drink aside and a telekinetic barrier appears to
  support the character or drink.  These barriers are
  invisible, providing invisible furniture on demand.  
  Telepathy
  Telepathy works best with a headquarters character
  or the Others Only flaw because most buildings do
  not have much to say to the minds of others.  With
  the Group extra this power provides an excellent
  communication medium for characters within the
  headquarters.  
  An example of a headquarters with Telepathy is a
  parapsychology research center equipped with
  special headsets that allow the wearers to read each
  other’s minds.  
  Teleportation
  A very effective transportation power for a headquar-
  ters, it is assumed everything within the headquarters
  travels with it.  With the Others Only flaw a teleport
  pad can be created, allowing character to be tele-
  ported out of the headquarters, though teleporting
  back requires the Relay power.  If the Portal extra is
  selected the portal may appear in the headquarters if
  desired.  
  An example of a headquarters with Teleportation is a
  mobile search and rescue station capable of trans-
  porting itself and all of its crew to danger spots
  around the world.  
  Telescopic Sense
  Usually part of a sensory array with Super Senses or
  Microscopic Senses, Telescopic Senses are a
  common part of any headquarters high-tech sensor
  array.  Sight is the most common sense used with
  Telescopic Sense, though Darkvision is another
  commonly selected sense.  
  Devil’s Workshop
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  An example of a headquarters with Telescopic
  Sense is a rather poor hero’s hideout built in
  Mount Rushmore that uses the binoculars at nearby
  tourist observation points to survey the
  surrounding area.  
  Threshold (Power
  Corrupted)
  While this power could be applied to headquarters
  that do not suffer hits to represent some sort of
  damage control system, mechanically this serves
  no purpose because items that only have hardness
  do not suffer penalties to their actions.   Instead
  they are damaged until their hardness is reduced to
  zero and suffer no penalty until they are destroyed.
  Thus Threshold only makes sense for headquarters
  characters.
  An example of a headquarters with Threshold is a
  giant who carries a small castle on his back and is
  largely immune to all forms of pain.  
  Time Control
  A rare power due to its high power point cost,
  Time Control is a very effective power when
  installed in a headquarters.  Time Control allows
  its power to be bestowed on others without
  purchasing the Others Only flaw or Affects Others
  extra.  This power is most often found in head-
  quarters of individuals who have a strong interest
  in time travel.
  An example of a headquarters with Time Control is
  an ancient research facility where the linear nature
  of time has been disrupted and time continues to
  progress only because of a special crystal-based
  computer at the research facility’s center.  By
  altering the control field of the crystal certain
  people in the facility can be sped up or slowed
  down as they progress through town.  
  Time Travel
  Time Travel is a common power for heroes who
  actively partake of Time Travel, saving the indi-
  
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  vidual members of the team from purchasing Time
  Travel.  It is assumed everything in the headquar-
  ters travels with it when Time Travel is used.
  An example of a headquarters with Time Travel is
  the lair of a villain from the far future who contin-
  ually travels back in time until he can find a time
  primitive enough for him to conquer.  
  Transfer
  Transfer works well with a headquarters character
  in most circumstances, but with a normal head-
  quarters only certain powers make sense to be
  Transferred to the headquarters.  Generally
  speaking most abilities, skills, and feats should not
  be transferable to a headquarters while only
  powers that the headquarters can use should be
  transferable.  Ultimately it is up to the gamemaster
  as to if a power can be transferred to a headquar-
  ters.  With the Affects Others extra or Others Only
  flaw the powers may instead be transferred to
  those inside the headquarters.  With a base range
  of touch unless the range of Transfer is changed
  the target must touch the headquarters for this
  power to take effect.
  An example of a headquarters with Transfer is an
  advanced genetic facility that can absorb informa-
  tion on powers from those it touches and then
  create a primitive life form with the same powers
  that can be then channeled through special
  conduits built into the facility.
  Transformation
  At its basic level Transformation works well to
  help conceal a secret headquarters, transforming
  those inside and nearby into some other form that
  matches with the overall disguise of the headquar-
  ters.  With a few extras Transformation becomes
  an excellent power for increasing the power of
  those inside a headquarters, Transformation allows
  the headquarters to change the shape of those
  inside and nearby.  
  An example of a headquarters with Transformation is
  a cursed wizard’s hideout that turns those who enter
  into goblinoid creatures that are bound to the service
  of the wizard.  
  Transmission
  (Power Corrupted)
  While many headquarters may have radio transmit-
  ters or even television broadcast equipment,
  Transmission allows the headquarters to create
  complicated transmissions from scratch without
  having to actually film or record.  Transmission is a
  common power in military installations concerned
  with electronic warfare.  Transmission is usually part
  of a sensory or communications array.  
  An example of a headquarters with Transmission is a
  United Nations emergency response base that can
  broadcast signals anywhere in the world and even
  into space in order to warn of imminent disasters and
  coordinate relief aid.  
  Extras:
  Screeching Feedback: Using Transmission you send
  out an intense, high-pitched squeal over radio and
  television waves.  All receivers within 10 feet per
  power rank receive the signal.  Those listening to a
  receiver in that range must make a Fortitude save,
  treating the result as a Damage save but instead of
  becoming disabled the target becomes deaf.  The
  deafness lasts for one hour per power rank.
  Headquarters Features:
  Emergency Override: You can use Transmission to
  override normally broadcast signals without a power
  check, allowing you to notify the public of imminent
  danger.
  Transmutation
  Transmutation can be used both as a defensive power
  and a means to produce materials in a headquarters.
  Transmutation allows unusual construction in head-
  quarters by creating components of the headquarters
  out of a easily workable substance and then
  converting it to something more resilient when the
  component is in place.  Thus headquarters with
  Transmutation tend to have very ornate construction.  
  An example of a headquarters with Transmutation is
  an enchanted workshop inhabited by rambunctious
  sprites that can change the material of any item with
  a wink.  
  Trap (Power
  Corrupted)
  Trap can be a very effective means of stopping
  invaders to a headquarters, as long as the headquar-
  ters has appropriate powers to include in the traps.
  With this power the headquarters may effectively be
  mined to prevent intruders.  In addition to the normal
  triggers for the Trap power the following options are
  available:
  Headquarters System: The traps may be attached to
  specific headquarters systems, such as doors or light
  switches, and the traps go off when these systems are
  activated.  
  Alarm: If an alarm is sounded the trap goes off auto-
  matically.
  An example of a headquarters with Trap is the
  fortress-lair of a paranoid super-villain who has the
  whole place wired to explode if the alarms are
  sounded.  
  Extras:
  Other Powers: One other type of power, such as an
  Illusion or Control effect, may be installed in a trap.
  This extra may be selected multiple times to allow
  several different types of powers to be used in traps.  
  Tremor (Power
  Corrupted)
  While using Tremor inside a base may cause struc-
  tural damage at the discretion of the gamemaster, it is
  very effective at preventing those outside the head-
  quarters from getting inside.  This power is most
  common in headquarters built in earthquake prone
  areas.
  
  headquarters & Hideouts 2
  An example of a headquarters with Tremor is a series
  of caves inhabited by an ogre that uses a giant
  hammer to shake the earth and collapse parts of the
  cave to seal off attackers.  
  Truth (Power
  Corrupted)
  Similar to Oathbinder, Truth when built into a head-
  quarters often takes the form of some important relic
  of a past hero or some historical event which
  members of the headquarters touch when they swear
  to tell the truth.  Alternately in some headquarters
  either through drugs or mind control it may be
  impossible to tell a lie anywhere in the headquarters.
  Truth is normally found in headquarters of more
  moralistic and principled heroes who never see the
  value in telling a lie.
  An example of a headquarters with Truth is an
  angelic fortress from which angels stream to do
  battle against the forces of Lucifer.  Within the walls
  of the fortress falsehood can find no purchase.  
  Tunneling
  An unusually power for headquarters, Tunneling is
  normally not done by objects of the headquarters’
  size due to the extra energy required to move in this
  fashion.  Headquarters with Tunneling are usually the
  lairs of subterranean creatures who do not like trav-
  eling through the surface world.  
  An example of a headquarters with Tunneling is a
  advanced subterranean digging tank originally
  designed to study seismic activity near the earth’s
  crust, but has since been hijacked by subterranean
  super-villains for use as a headquarters. 
  Unstoppable (Power
  Corrupted)
  Unstoppable can only be possessed by targets that
  have some form of locomotion besides Teleport and
  Dimensional Travel.  Despite this limitation this is a
  very effective power considering the size bonus most
  headquarters would receive to bull rush or over run
  attacks.  
  An example of a headquarters with Unstoppable is a
  flying air craft carrier with a special defensive shield
  for ramming attacks.  
  Vacuum (Power
  Corrupted)
  A very effective attack power for a headquarters, it
  allows a target to be damaged and incapacitated at
  the same time.  It is rarely found in hero headquar-
  ters due to the deadly nature of its attack.  It is a
  much more dangerous power than Suffocate because
  it draws the air from the victim’s lungs in addition to
  doing damage.  With the Extinguish area fire will
  seldom be a problem within the headquarters.  
  An example of a headquarters with Vacuum is a
  building from the future accidentally brought back in
  time and been inhabited by a super-villain.  The
  features that were once used for fire control have
  become a weapon.  
  Vehicle Pool (Power
  Corrupted)
  Vehicle Pool is probably a more effective power for a
  headquarters to purchase than a hero because it has a
  built in place to store the vehicles and makes the
  vehicles available to the entire hero team.
  Headquarters with Vehicle Pool usually have a
  hangar or similar features to support the vehicles that
  Vehicle Pool supplies.  All of the owners of the head-
  quarters are assumed to have security clearance to
  use the vehicles in the Vehicle Pool, though staff may
  be another matter.
  An example of a headquarters with Vehicle Pool is a
  Skorpion army base filled with tanks, planes, and
  stranger vehicles.  
  Devil’s Workshop
  Page 38
  Vertigo (Power
  Corrupted)
  Vertigo is an effective-non-lethal attack power that
  can incapacitate foes and make them easy to
  capture.  Vertigo is often favored by heroes who
  have an interest in hypnotism or the powers of the
  mind.  Considering Vertigo makes the target
  nauseas using this power within a headquarters
  may not be a good idea due to the possibility of
  vomit.  
  An example of a headquarters with Vertigo is a
  high-altitude villain lair where the thin air mixed
  with some strobe lights flashing in specific patters
  can cause visitors to become disoriented and fall
  down nauseas.
  Weapon
  To select this power as a melee weapon the head-
  quarters must have some means to swing the
  weapon, such as the Robotic Arm feature.  As a
  ranged weapon this feature can represent some
  manner of removable turret that is attached to the
  headquarters.  
  An example of a headquarters with Weapon is an
  old World War II temporary hero headquarters in
  the South Pacific protected by a howitzer.  
  Weather Control
  Given the stationary nature of many headquarters,
  possessing Weather Control means that weather in
  the region suffers a permanent change as the head-
  quarters shapes the weather to what it desires.
  Weather Control can be very helpful in assisting in
  the headquarters defense and helping the local
  economy by watering planets and supplying sunny,
  tourist friendly days.  
  An example of a headquarters with Weather
  Control is an ancient stone temple which can be
  used to control local weather patterns, but only if a
  small sacrifice of blood is given.  
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  World-Mind (Above
  and Beyond)
  Due to the cost of this power it is very very rare to
  find it in headquarters.  Only the most powerful
  heroes and villains have access to it, and for good
  reason.  Linking the minds of the entire planet is
  not exactly an easy task or one that should be
  undertaken lightly.
  An example of a headquarters with World Mind is
  a huge inter-dimensional warning station that
  communicates knowledge to an entire world when
  that world is threatened by an extra-dimensional
  threat. 
  There a number of special power stunts, extras and
  flaws only available to powers built into headquar-
  ters.
  Power Stunts
  Occupant Immunity: If this power stunt is the
  power for which it is purchased will not affect
  those inside the base, such as a base with Alternate
  Form turning into an energy form but not harming
  the occupants while doing so.  
  Headquarters
  Power Immunity
  This power stunt may only be selected by heroes
  who have a headquarters or are part of a team that
  has a headquarters.  This power stunt makes the
  hero immune to one of the powers possessed by
  the headquarters.  
  Extras
  Affect Occupants: 
  To take this extra the headquarters power in ques-
  tion must have the Affects Others extra or the
  Others Only flaw.  This extra allows the headquar-
  ters to affect everyone inside it simultaneously,
  much like the Area extra.  The Selective extra may
  also be selected to affect certain rooms or specific
  individuals.  
  Example: A headquarters has the Healing power
  with a range of Touch, meaning it can affect one
  person with each half action.  The owners of the
  headquarters purchase the Affect Occupants extra
  once; allowing the headquarters to heal everyone
  inside simultaneously, but it must heal everyone and
  cannot chose to let enemies go unaffected.  The
  owners then select the Selective extras, allowing
  Healing to only affect certain people and not affect
  others.  
  Affects Others
  This extra allows a power with a range of personal to
  be used on others with a range of touch, possibly
  requiring a successful touch attack.  Targets within a
  headquarters are assumed to be touching the head-
  quarters and no attack roll is required for a headquar-
  ters power with this extra.  Unwilling targets get a
  Will save to resist.  
  Additional Source:
  The power can be used by more than one person
  simultaneously, such as having multiple turrets with
  Energy Blast or numerous movable shields for
  Deflection.  Each time this extra is purchased the
  headquarters has an additional source for the power,
  but the normal power stacking limitations apply.
  Flaws:
  One Room
  The headquarters power only functions in one room
  of the headquarters, such as a special medical lab
  with the Healing power.  Such powers cannot be
  used through Relay. 
  Headquarters Only
  This flaw can only be selected by heroes who have
  access to a headquarters.  It may not be selected for
  powers built into headquarters.  A power with this
  flaw only functions while the hero is in his headquar-
  ters. 
  Chapter 3 –
  Example
  Headquarters
  This chapter contains detailed example headquarters,
  including information on their histories, owners, and
  headquarters features.  
  Castle Dread,
  Lair of Lord
  Dread
  Located the region of Romania known as
  Transylvania, the castle of Lord Dread is an immense
  fortification occupying one of the highest peaks of
  the section of Carpathian Mountains in Romania.
  Originally built in 1292 by the first Lord Dread, Lord
  Ezekial Dread, it has been augmented, remodeled,
  and reinforced for over seven hundred years.  It now
  stands over seven hundred feet high from the bottom
  to the top of the highest tower, covers nearly a square
  mile of land, and is one of the most heavily fortified
  structures in the world.  
  For the entirety of its existence the castle of the
  Dread family has been a place of rumor, fear, and
  blood.  In its earliest days it was said to be built
  where Lucifer fell to earth and in the bowels of its
  dungeons one could find doors that led straight into
  hell.  Other rumors spoke of the Dread family prac-
  ticing strange rituals that involved human sacrifice,
  all of which supposedly gained them power and
  wealth.  The Dread family claimed their wealth came
  from mercantile endeavors and treasures taken from
  the Holy Land during the Crusades, which the sons
  of the Dread family readily took part in, but few
  believed that such means could amass a fortune such
  as the Dread family controlled.  During the invasions
  
  headquarters & Hideouts 2
  of the Mongols, the Turks, and even the Soviets,
  Castle Dread remained unbroken, its walls never
  taken by any attacker.  
  Now, under the control of Lord Dread the XXIII,
  Castle Dread is not only a fortress but a scientific
  marvel with research labs, factories, and a robotic
  army to guard it.  Lord Dread has used his family
  fortune to become one of the most feared super-
  villains on the world, but due to his many schemes
  with schemes no one has ever been able to defeat her
  permanently.  He always escapes, passes the blame to
  other parties, or holds some final card that gets him
  out of trouble.  His control of the Romanian govern-
  ment does much to aid in these endeavors.  
  History:
  Construction on Castle Dread began in 1292 and was
  the original castle was finished in 1312.  The First
  Lord Dread, Lord Ezekiel Dread, used a family
  fortune gained from sacking cities during the
  Crusades to fund the construction of the original
  castle along with funds from numerous mercantile
  deals across Europe.  Lord Ezekiel was not a real
  noble before building Castle Dread, but he arrived in
  the region with sufficient military force backing him
  up that he laid claim to the area and no one disputed
  him.  Lord Dread’s domain was one of the few
  regions in Transylvania to not fall under Hungarian
  rule, something he managed through military skill,
  political negotiations, and willingness to do what his
  enemies would not.  Lord Dread was willing to go to
  any length to protect those he saw as his people.
  During this time he allied himself with Vlad Tepes I,
  the grandfather of the man who would come to be
  known as Dracula.  The two families worked closely
  until the death of Vlad Tepes III in 1476.  
  Castle Dread survived numerous sieges over the
  centuries carried out by the Turks, the Ottoman
  Empire, and local enemies but never fell.  This was
  mainly due to Lord Dread’s legions of loyal and
  skilled warriors, all covered in armor from head to
  toe and the faces of which no one ever saw.  Even
  those who lived in the castle did not know where
  these thousands of troops came from beneath the
  castle whenever it was threatened, but due to their
  frightening abilities in combat few asked questions.
  These soldiers over time were replaced with larger
  and larger troops, and eventually iron wagons armed
  with canons and drive by steam.  
  In truth the vast armies of the Dread family were
  corpses given new life through science and clothed in
  iron in order to make war.  These bodies were first
  animated using electricity based technology that
  would later be used by Victor Frankenstein, a
  member of an offshoot line of the Dread family that
  moved to Austria, but later they were replaced with
  completely mechanical machines that ran on steam or
  clockwork engines.  As technology progressed these
  machines grew more and more powerful.  In the
  1930s several massive leaps forward were made by
  Jeremiah Dread, Lord Dread XXII, the father of the
  current Lord Dread, thanks to a longstanding friend-
  ship with Nikolai Tesla.  Jeremiah Dread and Tesla
  met in the United States where Lord Dread helped
  George Westinghouse back some of Tesla’s projects.
  After losing several of his patents to Thomas Edison
  and suffering financial ruin Tesla traveled back to
  Europe and lived in Castle Dread, building the death
  rays, lightning shields, and other devices he imag-
  ined in the hopes they would be powerful enough to
  persuade the nations of the world that war had
  become too costly.  
  Unfortunately World War II hit before Tesla could
  spread word of his achievements and only Romania
  was equipped with his latest inventions.  Under Lord
  Dread’s strong advisement Romania stayed neutral in
  the war and avoided invasion by both the Germans
  and the Soviets by using Tesla’s Lightning Shield,
  which surrounded the country in a force field of
  uninpenetrable strength.  The Lighting Shield has
  never been used after World War II, but it remains
  fully functional in Castle Dread if the need for it
  arises.  
  After the war Tesla wanted to stick to his plan of
  making war to costly to wage, but after seeing the
  atomic bomb Jeremiah Dread realized that human
  Devil’s Workshop
  Page 40
  beings would never find a method of destroying
  their enemies too efficient.  Jeremiah Dread saw
  the old powers of Europe falling and the new rise
  of super powered beings, which had always been
  present (including several in the Dread family line)
  but were only now coming into prominence.
  Jeremiah Dread took a long hard look at how the
  world was changing and between the two super-
  powers, the United States and Russia, which both
  wanted to swallow up Romania.  So he did the
  only thing he could think of; became a super-
  villain and took over all of Romania using his
  mechanized armies and advanced technologies.
  Thinking this the best way to protect his people,
  Jeremiah Dread overthrew the Romanian govern-
  ment with a coup, replaced it with a constitutional
  democracy, but always made sure candidates that
  he controlled were elected.  Under this new regime
  Romania stood fast against the Soviet Union and
  Russia and became one of the dominant powers in
  Europe.  
  Using a combination of brainwashing, misinforma-
  tion, and old fashioned intimidation Jeremiah
  Dread convinced Tesla that World War II restarted
  and that Tesla was needed to build new devices to
  protect Romania.  Tesla has now been working in
  the bowels of the castle on new weapons and tech-
  nologies, fooled by fake letters, broadcasts, and
  movies that the war continues and that it is only
  the mid-1950s.  Tesla was elderly in the 1940s so
  to keep his most valuable asset intact Lord Dread
  used his family’s ancient knowledge of animating
  the dead to create a new body for Tesla from
  pieces of corpses, sculpted to look like Tesla using
  plastic surgery, and transferred his brain to these
  new bodies, a process that has been repeated once
  a decade.  Now these new bodies are clones of
  Tesla’s original body and through all the brain
  transfers Tesla has gone quite mad.  Now with
  little sense of time and an obsession with building
  more weapons to end the war that isn’t happening
  he remains in the bowels of Castle Dread,  acting
  as armorer to one of the world’s greatest super-
  villains.
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  In 1985 Jeremiah Dread passed on and his son
  Sebastian Dread took up the title, becoming the
  twenty third Lord Dread.  Sebastian spent his
  earlier years training for his time as Lord Dread
  and is very knowledgeable in science, military
  matters, martial arts, and numerous scholarly fields
  of study. He has expanded his father’s goals of
  protecting the people of Romania to uniting the
  world under his rule as Sebastian Dread feels only
  he has the wisdom and knowledge to lead the
  world properly.  To this end he carries out his
  various super-villain schemes, all from the safe
  haven of Castle Dread, a fortress on which no
  assault, human or superhuman, as ever succeeded.    
  Locale:
  Castle Dread is located in the southern Carpathian
  Mountains in Northern Romania near the town of
  Bac?u.  The region is heavily forested and Lord
  Dread has made sure no settlements have sprung
  up within ten miles of his castle.  There is only one
  road to Castle Dread, and it is a treacherous moun-
  tain road that hugs the cliffs as it slowly winds
  around the mountains.  Most travel to and from
  Castle Dread is done by air these days and the
  castle has several landing pads for helicopters and
  vector thrust craft.  The region gets quite cold in
  the winter and rarely gets hot in the summer.  The
  region is known as the backyard of Lord Dread
  and few wish to live there, though the few resi-
  dents of the area find it surprisingly peaceful due
  to the fact so many people are scared away.  
  Inhabitants:
  Castle Dread has several thousand inhabitants,
  most of which are housekeeping staff or security
  personnel.  Most of these individuals work on the
  outer areas of the keep and only Lord Dread’s
  most trusted staff are allowed into the inner keep.
  Lord Dread only allows his high ranking military
  advisors into the automated factories and dungeons
  beneath the castle, which include the workshop of
  Nikolai Tesla.  The castle is also inhabited by Lady
  Dread, sister to the current Lord Dread, who proves
  to be a thorn in his side as much as an ally.  The
  hunchback Gunther serves as Lord Dread’s assistant
  and valet, always ready at his master’s side.  The
  entire compound is guarded by hundreds of automa-
  tons, all designed by Tesla and built by Lord Dread.  
  Lord Sebastian
  Dread, Master
  of Castle Dread
  Described as a psychopath by many, Sebastian Dread
  seems himself as the last savior of mankind.
  Believing in no power higher than man, Sebastian
  Dread thinks that there is no man better than he to
  rule the world.  From a young age Sebastian Dread
  was raised to believe that he was the only person
  who could ensure the continued survival of Romania,
  but to the ambitious child he could see no reason that
  if he was the best leader for Romania, why he would
  not be the best leader for the world.  To that end
  when eh became the twenty third Lord Dread he
  stepped up the production of weapons in his under-
  ground factories and urged Tesla to create new and
  more powerful weapons while pretending to be his
  father in order to not shatter Tesla’s illusion of no
  time passing.  
  The long line of Lord Dread have all worn the same
  gray cloak, passed down from generation to genera-
  tion and said to be a holy relic from Jesus Christ
  himself taken by the first Lord Dread during the
  crusades.  Using this garment as a starting point
  Sebastian Dread created a suit of powered robot
  armor bearing the black raven crest of the House
  Dread.  Then he began a super-villain career that few
  have matched, attacking nations the world over in an
  attempt to destabilize governments and cause chaos.
  He has reportedly struck out at the United Nations,
  clashing several times with the Sentinels in the
  process, and now several African nations are ruled by
  his hand picked followers.  While Sebastian Dread
  has no powers other than his intellect, the machines
  of Nikolai Tesla make him more than a match for
  most super-heroes.  
  Lord Dread continued his super-villain mostly
  successful activities for almost fifteen years before
  the Science Soldiers finally learned where his head-
  quarters was located.  While several super-hero
  teams have tried to strike at Lord Dread in his own
  home due to his control of the Romanian government
  these efforts have been blocked by the Romanian
  military, the citizens of Romania loyal to Lord
  Dread, and even the United Nations thanks to Lord
  Dread’s many allies amongst dictators of Third
  World Nations whose governments he supports with
  military aid.  Those few heroes who have managed
  to successfully reach his castle have yet to breach its
  walls and defeat its hordes of robotic defenders.  So
  swift and decisive have been their defeats no heroes
  have tried in two years, leading Lord Dread to
  become somewhat lax in his defenses.  Lord Dread
  does not fool around with those he defeats, killing
  them when possible, meaning he has outlived many
  of his enemies but those that remain bear him a
  grudge that will never be forgotten.  
  Lord Dread’s tactics usually consist of strikes against
  research facilities to gain new technologies, nations
  in turmoil where he may be able to take control,
  attacks against super-hero groups that pose a threat,
  and operations to destabilize the United Nations.
  Thanks to the cloning technology Lord Dread has
  come to possess when Lord Dread takes the field in
  combat is usually not the real Lord Dread but a
  clone.  Only in the direst or most important situations
  does Lord Dread put himself indirect harm, and even
  then he always has an escape plan.  Fighting Lord
  Dread is not merely a matter of power but of plan-
  ning.  
  Quote: “There will come a day when the entire
  world falls under my enlightened rule.  Sadly, you
  will not live to see this day.”
  Personality: Confident and collected, Lord Dread
  never raises his voice and always acts like he has a
  plan that puts him in control of the situation, even
  when he doesn’t.  Lord Dread believes that he is the
  
  headquarters & Hideouts 2
  only man suited to rule the world and is extremely
  arrogant, which is one of his great weaknesses.  Lord
  Dread usually has plans for all eventualities, but if he
  thinks an opponent is not much of a threat he will not
  spend much time concocting plans to deal with the
  opponent.  Lord Dread thinks most super-heroes are
  fools, though those that see tractable to his schemes
  are sometimes targeted for recruitment.  
  Powers & Tactics:  Lord Dread prefers to fight
  through his minions and duplicates, only taking the
  field himself when absolutely necessary.  Lord Dread
  uses his robots to run interference for him while he
  deals with the most powerful or annoying opponents
  on the field, preferably in close combat where he can
  use the strength of his armor to his advantage.  When
  faced with a particularly difficult opponent he will
  try and use his Gadget power to come up with a
  different means to eliminate his opponent.  He also
  uses the Relay power of his headquarters to get infor-
  mation on opponents before fights begin and tailors
  his tactics according to what he learns.  
  Appearance: A very fit man in his early forties,
  Sebastian Dread is very handsome though his
  features are very angular and severe.  His hair is
  stark black except for a few streaks of gray.
  Sebastian Dread’s eyes as a piercing gray color that
  some find hypnotic, though when angry they almost
  seem to burn red.  Sebastian Dread wears custom
  tailored Italian suits when appearing in formal func-
  tions, but prefers more relaxed loose fitting clothes
  when spending time alone.  He prefers going bare-
  foot whenever possible.  
  Campaign Use: Lord Dread works well as an over
  villain who the PCs rarely fight directly.  Instead
  they fight his minions and duplicates, always
  working hard to keep up with Lord Dread’s intricate
  plans.  Taking down Lord Dread could take the
  entirety of a campaign such is his basis of power and
  political protections.  Lord Dread has interests the
  world over and his forces can show up just about
  anywhere quickly.  Any heroes who become particu-
  larly bothersome to Lord Dread may end up getting a
  personal visit from him.  
  Hero Option: Instead of a world dominating super-
  villain Lord Dread is instead the self proclaimed
  protector of Romania and works with the democrati-
  cally elected leaders of that nation to ensure its
  safety.  Lord Dread would be very active in Western
  Europe fighting super-villains of the region and
  would be one of the preeminent super-heroes of the
  area.  His castle would likely be a stronghold used by
  several super-heroes who operate in the vicinity.
  Lord Sebastian Dread, the XXIII Lord Dread: PL
  20; Init +4; Defense 26 (22 flat-footed); Spd 30 ft.;
  Atk +11 melee (+S18, punch), +12 ranged (+15L,
  plasma blast); SV Dmg +3, Fort +3, Ref +4, Will
  +14; Str 16, Dex 18, Con 16, Int 20, Wis 18, Cha 20 
  Skills: Computers +21, Diplomacy +20, Intimidate
  +20, Medicine +20, Repair +21, Science (Robotics)
  +21, Sense Motive +20 
  Feats: Minions
  Powers: Gadget +18 (Source: Super-Science; Cost:
  18pp), Jack of All Trades +5 (Source: Training;
  Cost: 25pp), Super-Intelligence +10 (Extras: Super-
  Wisdom, Super Charisma, Intimidating Presence;
  Power Source: Training; Cost: 60pp)
  Weakness: None
  Equipment: Dread Armor (Armor +15 (Extras:
  Super Strength, Energy Blast (Plasma), Flight,
  Immunity +12(Critical Hits, Disease, Energy (Heat,
  Cold, Vibration, Radiation, Light, Sonic),
  Exhaustion, Poison, Pressure, Suffocation), Super-
  Flight; Flaws: Device; Source: Super-science; Cost:
  102pp)
  Gunther
  Lord Dread’s long time valet and manservant,
  Gunther is completely loyal to his lord and master.
  Malformed due to a childhood disease, Gunther fits
  the mold of mad scientist assistants such as Igor
  physically, but mentally he is no simpleton.
  Possessed of several doctorates in physical science
  and genetics, Gunther developed the cloning tech-
  Devil’s Workshop
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  nology Lord Dread uses to clone Tesla and his own
  duplicates.  
  Gunther grew up in a village not far from Castle
  Dread and from an early age was recognized as a
  child prodigy despite his humped back and
  misshapen features.  Not being one to waste poten-
  tial Jeremiah Dread paid for Sebastian to travel to
  the United States to attend school, completing
  numerous degrees and returning to Romania at age
  thirty with four doctorates under his belt.  From
  that day forth he worked exclusively for Lord
  Sebastian Dread turning Tesla’s designs into reality
  and integrating them with the latest technology
  from abroad.  Gunther also developed the cloning
  machine now used by Lord Dread to create dupli-
  cates of himself and to create new bodies for Tesla.
  In exchange for his loyal service Lord Dread pays
  Gunther’s family a heft annuity in addition to
  supporting Gunther in the lap of luxury.  Lord
  Dread realizes he would not be where he is today
  without Gunther, and gives the man the respect he
  is due.
  Gunther realizes that Lord Dread is ultimately a
  villain because of his hunger for power, but also
  believes that Lord Dread is the man best suited to
  rule the world.  Gunther is fiercely loyal to Lord
  Dread, but not to the point of being a yes-man.
  When Gunther thinks Lord Dread is wrong he says
  so directly and several times he has betrayed Lord
  Dread in order to keep him from carrying out a
  foolish plan.  While Lord Dread does not appre-
  ciate such trickery, he knows that Gunther always
  means well and his anger rarely lasts.  In many
  ways Gunther is the weak link in Lord Dread’s
  armor.  Without him Lord Dread’s robot armies
  would fall into disrepair, he would have few new
  gadgets to use, and he would be bereft of his
  closest advisor and friend.  Gunther is one of the
  few people that Lord Dread would risk his life to
  save; Lord Dread would readily sacrifice his sister
  in order to save Gunther, something he has made
  abundantly clear to Lady Dread.  
  Quote: “Yes my lord, the robots will be able to
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  handle these trouble makers easily.  Go about your
  business.”
  Personality: While to many Gunther seems quiet,
  weak willed, and utterly non-confrontational, this
  is mainly due to the fact he doesn’t talk much.
  Content to let others drone on all day, he prefers
  speaking through actions and rarely argues with
  people, instead just taking whatever course of
  action he feels is appropriate to prove his point.
  He is very stubborn and does not take well to
  threats or being bullied.  Mocking his appearance
  is old hat now and barely bothers him, but those
  who do so better not expect help from him in the
  future.  
  Powers & Tactics:  If Gunther ends up in a fight
  he has made a horrible mistake.  He has few
  combat skills and while being a robust fellow, he is
  not suited for combat.  If attacked he tries to flee
  while summoning his robot minions and Lord
  Dread, both of which come as quickly as possible
  to his aid.  Gunther is not above faking surrender
  to buy time for reinforcements to arrive.  
  Appearance: Now in his early forties, Gunther is
  not a person most people would describe as attrac-
  tive.  He has gotten better over time concealing his
  hump and other problems using clothing, but these
  efforts only get him so far.  Gunther always wears
  finely made clothes, even when mucking around in
  his workshop.  When in the castle and not greeting
  guests Gunther tends to be dirty and unkempt,
  always going to or coming back from his work-
  shop.  Only when leaving the castle or entertaining
  outsiders does he clean himself up.  
  Campaign Use: Gunther is part of the power
  behind the throne that keeps Lord Dread in power.
  Without Gunther and Tesla, Lord Dread would be
  much weaker than he is currently.  If the PCs
  cannot face Lord Dread directly on the field of
  battle they could try and remove his support struc-
  ture by kidnapping or killing Gunther, something
  that would drive Lord Dread to pursue them
  without pause.  Also Gunther could provide the
  PCs with an intermediary to speak to Lord Dread
  through.  Gunther is not nearly so maniacal or diffi-
  cult to talk to as Lord Dread, but still has his lord’s
  ear.  
  Hero Option: Gunther changes little as a hero.  He
  continues to make gadgets and weapons for Lord
  Dread, but they are put to use defending Romania
  instead of attempting to conquer the world.  
  Gunther, Loyal Manservant: PL 19; Init +2;
  Defense 18 (16 flat-footed); Spd 30 ft.; Atk +6 melee
  (+1S, punch); SV Dmg +10, Fort +10, Ref +2, Will
  +12; Str 12, Dex 14, Con 16, Int 20, Wis 20, Cha 10 
  Skills: Computers +30, Demolitions +26, Disable
  Device +26, Forgery +26, Pilot +13, Repair +26,
  Science (Robotics) +30, Science (Genetics) +26,
  Science (Physics) +26
  Feats: Assessment, Great Fortitude, Indomitable
  Will, Iron Will, Toughness
  Powers: Amazing Save (Will) +5 (Extras: Damage,
  Fortitude; Source: Training: Cost: 15pp), Gadget
  +19 (Source: Super-science; Cost: 19pp), Jack of All
  Trades +10 (Source: Training; Cost: 50pp), Creature
  Creation +15 (Power Stunt: Horde x5; Source:
  Super-Science; Cost: 85pp), Super Intelligence +14
  (Source: Training; Cost: 30pp)
  Weakness: Disturbing
  Equipment: -
  Dread Security
  Automaton
  One of Tesla’s older designs that has been upgraded
  with newer technology over time, these Security
  Automatons are the primary type of robot patrolling
  the perimeter of Castle Dread.  They are often sent to
  accompany War Automatons as scout units, but do
  not have the armor and weapons of their big
  brothers.  Security automatons are instead built for
  speed and to carry advanced sensor systems.  There
  are normally several dozen security automatons
  active in the castle at any given time with a small
  handful in the field as well.  
  Generally security automatons patrol or scout out a
  given area and report back their findings before
  waiting for new orders.  Security automatons rarely
  attack enemies without waiting for backup and
  usually flee when attacked.  This is not true at Castle
  Dread where all the security robots attack any
  intruder sighted while calling for assistance.  All
  security automatons carry emergency beacons so
  they can be recovered even if destroyed and they are
  also equipped with self destruct devices to prevent
  their capture.  These can both be activated remotely
  from Castle Dread.  
  Quote: “Scout unit 349FG05 reporting as ordered,
  my lord.”
  Personality: Scout automatons have a basic artificial
  intelligence system, but it is little more than
  advanced problem solving program that allows them
  to deal with unexpected problems.  They do not have
  a personality per se, but are totally loyal and
  subservient to Lord Dread and Gunther.  They are
  unfailingly polite, even to enemies.  Gunther has
  noticed recently that some of the security automatons
  have deviated from their programmed missions,
  scouting out unassigned areas, most of which have
  been inhabited.  Gunther has not yet been able to
  figure out that Tesla is using the automatons to scout
  out the world and report back to him as he has begun
  to doubt Lord Dread’s accounting of the state of the
  world.  
  Powers & Tactics:  Security automatons spend most
  of their time patrolling and collecting information
  using their advanced sensor array.  If they do
  encounter an enemy they normally avoid contact
  while gathering information, which is eventually
  relayed back to Castle Dread and the security
  automaton asks for new orders.  The information
  gained by the security automatons is compiled in the
  computers in Castle Dread, creating one of the
  largest directories of super-powered beings in the
  world.  
  
  headquarters & Hideouts 2
  Appearance: Security automatons look like vaguely
  humanoid robots with no legs and a large sensor
  array attached to the head.  The robot is only four
  feet tall and does not have heavy armor plating, but
  is made of titanium, making it tough despite the lack
  of armor plating.  The security automaton carries a
  two foot staff attached to its midsection by a
  powerful magnet that expands into a six foot energy
  staff that can be used both in melee and ranged
  combat.  The security automaton was designed with
  no intent to make it appear human like or give it an
  appearance that makes humans comfortable, so most
  humans find its multiple eyes, legless body and cold
  titanium body disconcerting in the extreme.  Of
  course this bothers Lord Dread not at all.  
  Campaign Use: The least combat effective of Lord
  Dread’s minions, security automatons are likely to be
  the first minions of Lord Dread encountered by lower
  level heroes.  Any heroes who attract Lord Dread’s
  attention are likely to be visited by a number of the
  machines that bait the heroes into fighting so Lord
  Dread can gauge the their powers.  While the secu-
  rity automatons are the least powerful of Lord
  Dread’s robot armies, they are still nothing to sneeze
  at and most hero times will find a single security
  automaton a threat.    
  Hero Option: If Lord Dread is instead a hero secu-
  rity automatons are the eyes and ears of his efforts to
  keep Romania safe and are often sent abroad to aid
  other groups of heroes in their endeavors.  In such a
  case the arrival of a security automaton on the field
  of battle is likely to be greeted with cheers as
  opposed to fear. 
  If Nikolai Tesla learns of Lord Dread’s betrayal he
  may try to reprogram the automatons to turn against
  Lord Dread, turning them to the side of heroes.  
  Dread Security Automatons: PL 15; Init +5;
  Defense 23 (18 flat-footed); Spd 30 ft.; Atk +13
  melee (+20L, energy staff), +13 ranged (+15L,
  energy blast); SV Dmg +15 Fort -, Ref +5, Will +2;
  Str 20, Dex 20, Con -, Int 12, Wis 14, Cha 6;
  Hardness 15
  Skills: -
  Feats: Darkvision, Immunity (Aging, Critical Hits,
  Disease, Exhaustion, Poison, Pressure, Starvation,
  Suffocation), Radio Broadcast, Radio Hearing
  Powers: Flight +15 (Source: Super-science; Cost:
  30pp), Power Scan + 15 (Extras: Read Opponent,
  Super Senses, Telescopic Sense (Sight); Source:
  Super-science; Cost: 75) 
  Weakness: Disturbing
  Equipment: Energy Staff (Weapon +15 (Power
  Stunts: Extra Attacks (Energy Blast (Plasma), Stun,
  Snare); Cost: 21pp)
  Dread War
  Automaton
  The mainstay of Lord Dread’s robotic army, war
  automatons are large treaded monstrosities covered
  in armor plating and weaponry.  Without the flight
  capabilities or sensor arrays of the security automa-
  tons, these robots are concerned purely with destruc-
  tion.  Usually deployed in large groups from Lord
  Dread’s robotic troop transports, there are few forces
  in the world that can oppose a line of war automa-
  tons on the advance.  Usually defeating war automa-
  tons requires a different strategy than just trying to
  punch through their armor plating.  
  At Castle Dread there always at least sixteen war
  automatons patrolling the grounds.  They rarely
  detect intruders themselves, instead assisting the
  security automatons in capturing whatever intruders
  the security automatons locate.  Unlike the security
  automatons war automatons do not operate alone and
  usually travel in packs of four.  They are never sent
  into the field alone and are equipped with a remote
  self destruct mechanism incase they are captured or
  disabled.  
  Tesla has successfully subverted the programming of
  a number of war automatons during routine mainte-
  nance checkups.  He has changed their programming
  to give his commands precedence over Lord Dread’s
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  commands and if the information Tesla gains about
  the outside world does not back up Lord Dread’s
  assertion that the war never ended there is going to
  be an explosive confrontation in Castle Dread.  
  Quote: “You are targeted for termination.  Do not
  bother attempting to combat the inevitable.”
  Personality: War automatons have even less
  personality than security automatons.  Their
  programming outside of military tactics and tech-
  nological matters is very limited and most of it is
  concerned with how to scare people into surren-
  dering.  War automatons generally do not talk
  unless they are demanding the surrender of a target
  or are passing messages along for someone else.
  The rest of the time they behave like giant metal
  attack dogs always looking for a fight.  
  Powers & Tactics:  War automatons always
  operate in groups when possible, linking them-
  selves together using Coordinate to keep track of
  each others condition and location.  When oper-
  ating in groups larger than the four automaton unit
  each of the automatons connects to another team of
  four automatons using their extra Coordinate slots,
  creating a network of interlinked units that is diffi-
  cult to disrupt.  Using this connection the war
  automatons can fight using a level of coordination
  few armies can match.  Automatons prefer forcing
  enemies to fight in a straight out battles instead of
  running battles or sieges due to Lord Dread’s
  confidence that few forces can stand up to his
  forces directly.  In order to force such conflicts war
  automatons will make use of ambushes and other
  tactics to force their enemy into a confrontation.
  Once in combat war automatons blast with their
  energy staffs, charging into melee combat where
  they use their staffs and immense strength to good
  advantage.  War automatons rarely retreat, but if
  they feel they can repair themselves using
  Regeneration by making a temporary retreat they
  will do so.  By far the weak point of the war
  automaton is its lack of mental defenses and its
  slow reflexes.  
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  Appearance: War automatons are eight feet tall
  and roughly humanoid, though they have large
  treads instead of legs.  Their head is reminiscent of
  that of an armored knight, only more fearsome and
  angular.  The entire design of the war automaton is
  designed to inspire dread in its enemies, especially
  when bearing down on an enemy in formation,
  crushing all before them under their armored
  treads.  When not in use the war automatons
  energy staff is attached to its torso by a magnetic
  field which is released whenever the weapon is
  needed.  War automatons are covered in heavy
  armor plating and al their joins are covered in
  interlocking metal plats and high-impact ballistic
  mesh.  
  Campaign Use: While security automatons may
  be the first minion of Lord Dread a group of
  heroes may encounter, war automatons are likely
  to be close behind.  A single war automaton is
  more than enough for most heroes, even those of
  high level, unless the group is particularly strong
  in terms of mental powers.  War automatons make
  an excellent terror weapon for low level heroes;
  enemies that cannot be defeated outright but must
  be outmaneuvered and out thought.  Any assault on
  Castle Dread is going to have to deal with a large
  number of these machines.  
  Hero Option: If Lord Dread is instead the
  protector of Romania instead of a world-
  conquering super-villain war automatons are likely
  to be his peacekeeping force of choice.  Any
  invader of Romania is going to run into a large
  number of these machines and they may be sent
  into neighboring countries in order to stabilize
  local governments.  
  Tesla is working on reprogramming the war
  automatons to accept his commands instead of
  Gunther and Lord Dread, preparing in case it turns
  out Lord Dread’s stories of the outside world have
  been false.  
  Dread War Automatons: PL 15; Init +5; Defense
  21 (21 flat-footed); Spd 80 ft.; Atk +17 melee
  (+20L, energy staff), +17 ranged (+15L, energy
  staff); SV Dmg +15, Fort -, Ref +5, Will +1; Str 20,
  Dex 20, Con -, Int 8, Wis 12, Cha 4; Hardness 15 
  Skills: -
  Feats: Darkvision, Durability, Immunity (Aging,
  Critical Hits, Disease, Exhaustion, Poison, Pressure,
  Starvation, Suffocation), Radio Broadcast, Radio
  Hearing
  Powers: Coordinate +5 (Extras: Combat Sense;
  Power Stunts: Long Link x3; Flaws: War Automatons
  only; Source: Super-Science; Cost: 18pp),
  Regeneration +10 (Source: Super-Science; Cost:
  20pp), Running +10 (Power Stunts: Super-Running;
  Source: Super-science; Cost: 30pp), Super Strength
  +10 (Extra: Protection; Power Source: Super-
  Science; Cost: 50pp)
  Weakness: Disturbing
  Equipment: Energy Staff (Weapon +15 (Power
  Stunts: Extra Attacks (Energy Blast (Plasma), Stun,
  Snare); Cost: 21pp)
  Lady Dread
  Until 1990, five years after assuming his role as Lord
  Dread, Sebastian Dread had no idea that he had a
  sister.  A half-sister from an early relationship in
  Jeremiah Dread’s life, Eve Dread is eight years older
  than Sebastian Dread and believes she should be the
  rightful heir to the Dread family fortune as she is the
  older child.  She pressed this claim from the moment
  she appeared on the front stoop of Castle Dread with
  a small army of super-villain mercenaries in tow.
  Lord Dread refused her request and a monumental
  battle broke out between the assembled super-villains
  and Lord Dread’s robot army, a battle that threatened
  to breach the walls of Castle Dread if it did not stop.
  The Sentinels, alerted to this major conflict and the
  carnage it was causing across the Romanian country-
  side, mounted an effort to end the fight that called up
  a good portion of the Sentinel’s reserves.  Faced with
  the bulk of the Sentinels baring down on them Lord
  and Lady Dread made a temporary truce and turned
  their attention to the Sentinels, who were eventually
  beaten back by the combined forces of the of Lady
  Dread’s mercenary super-villains and Lord Dread’s
  robot army.
  After the battle Lord Dread and Lady Dread entered
  into talk to make their truce permanent.  During
  these meetings Lord Dread learned that Lady Dread
  had a son, David Dread, who she hoped would
  become the twenty fourth Lord Dread if she could
  not gain the title.  Having no heir and few prospects
  for gaining one Lord Dread proposed that she serve
  as his lieutenant in exchange for David Dread
  becoming heir to the title of Lord Dread, as long as
  Sebastian had a hand in the boy’s upbringing.  An
  accord was reached and the boy was brought to
  Castle Dread, where he is tutored by the best
  teachers money can buy in everything from literature
  to history to theoretical physics to martial arts.
  David Dread is currently twelve years old and shows
  much of the same promise his uncle showed at the
  same age.
  Now ensconced in Castle Dread as her half-brothers
  primary war leader and seneschal when he is out in
  the field without her, Lady Dread is not as compla-
  cent as she would have her brother believe.  The two
  engage in a constant series of skirmishes involving
  assassins, veiled insults, and treachery.  While
  neither would see their power base destroyed or their
  fortunes threatened, they take a great deal of pleasure
  in plotting against each other.  Lady Dread has even
  snuck two super-hero teams into the castle telling
  them she will help them destroy Lord Dread, only to
  be tray them at the last minute.  They both find these
  games very amusing.  If Lady Dread was somehow
  able to destroy Lord Dread without alienating
  Gunther or Tesla and keep her son safe she would
  probably do it, but such a plan is hard to come by.
  Quote:  “You’ve outlived your usefulness, so you do
  not have long to live.”
  Personality: Calculating and manipulative, Lady
  Dread favors seduction and misdirection where Lord
  
  headquarters & Hideouts 2
  Dread favors intimidation.  Lady Dread can go from
  utterly charming to deathly cold in a heartbeat, some-
  thing she often does after he charms have attained
  their goal.  Other than her son Lady Dread cares
  nothing for others except for how they can make her
  more powerful and wealthy.  She desires world
  domination as her half-brother does, but without any
  of the altruistic trappings of Lord Dread.  She simply
  likes being the one in command.  
  Powers & Tactics:  Lady Dread avoids stand up
  fights when possible, preferring to sneak close to her
  enemies using Teleport and Blending before striking.
  Once she does strike she uses Turnabout and
  Fullisade to sow confusion and hit as many enemies
  as possible as quickly as possible.  If this tactic fails
  to generate results she will try and teleport away
  from the fight to regroup.  Lady Dread usually works
  with a number of Lord Dread’s automaton as backup
  if she needs them, but she avoids calling on them if
  at all possible.  
  Appearance: Although Lady Dread over ten years
  older than Lord Dread, due to an experimental drug
  she took years ago she is physically younger than her
  sibling.  She looks to be in her mid thirties and has
  stark white hair, a side effect of the drug.  She
  prefers custom fit military uniforms carrying the
  colors of Lord Dread when on official business, but
  when expecting trouble she wears a suit of leather
  and Kevlar armor that contains numerous gadgets.  
  Campaign Use: While Lord Dread works through
  intermediaries and clones, Lady Dread prefers
  dealing with problems in a hands on way.  She has
  become one of Lord Dread’s main assassins and she
  is likely to be one of the first upper members of Lord
  Dread’s up echelon encountered by PCs.  She makes
  an excellent step up from the automatons of Lord
  Dread and her presence shows that Lord Dread is
  really interested in the PCs’ actions.  Lady Dread is
  very patient and a good tactical planner, so if she is
  on the PCs tail they are likely to have to deal with
  cunningly planted explosions, well planned
  ambushes, and poisoned food in addition to straight
  up fights.  
  Hero Option: If Lord Dread is instead simply the
  protector of Romania Lady Dread serves as his mili-
  tary advisor and second in command.  In such a situ-
  ation she is likely to work with heroes who are allies
  of Lord Dread.  Alternately she could remain a
  villain even if Lord Dread is a hero, continually plot-
  ting against her goody two shoes brother for the
  family fortune.  
  Lady Dread: PL 17; Init +10; Defense 30 (20 flat-
  footed); Spd 30 ft.; Atk +13 melee (+20L), +15
  ranged (+12L); SV Dmg +9, Fort +9, Ref +10, Will
  +10; Str 16, Dex 20, Con 18, Int 16, Wis 20, Cha 20  
  Skills: Acrobatics +14, Bluff +15, Diplomacy +15,
  Innuendo +15, Sense Motive +15
  Feats: Attractive, Immunity (Aging), Infamy
  Powers: Jack of All Trades +4 (Source: Training;
  Cost: 20pp), Super Intelligence +5 (Super Wisdom,
  Super Charisma, Super Dexterity, Super
  Constitution; Source: Training; Cost: 55pp)
  Weakness: -
  Equipment: Combat Armor (Armor +8 (Power
  Stunts: Turnabout, Fullisade; Extras: Blending,
  Mental Protection, Teleportation; Source: Super-
  Science; Cost: 44pp), Energy Saber (Weapon +12
  (Power Stunts: Energy Blast (Plasma), Penetrating
  Attack, Snare, Stun; Source: Super-Science; Cost:
  25pp)
  Nikolai Tesla
  Nikolai Tesla was born in Smiljan, Croatia in 1856,
  the son of a clergyman.  As a child he showed his
  mental prowess by learning six languages and even-
  tually went to the Polytechnic School at Gratz, where
  he studied mathematics, mechanics, and physics.  It
  was here that he was introduced to electricity, a field
  he would revolutionize.  Tesla had impressive mental
  abilities, including being able to measure an object to
  a hundredth of an inch with his naked eye and create
  entire blueprints in his head.  In 1884 he traveled to
  the United States and for a short time joined worked
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  for Thomas Edison, but left after being refused
  royalties and bonuses he was promised.  This
  began a lifelong feud between the two inventors
  which was most evident in the conflict between
  Edison’s direct current delivery system and Tesla’s
  alternating current system, which eventually
  prevailed.
  Despite this victory of the years Tesla was plagued
  by lack of funds, others claiming patents on inven-
  tions he had already created, and the stock market
  crash of 1928.  Finally in 1933 Tesla took up Lord
  Dread’s offer of residency in Castle Dread, which
  included funds to further his inventions and a
  promise to protect his work from other scientists.
  Under Lord Dread’s wardship Nikolai Tesla at first
  worked on his wireless power stations which could
  broadcast power to any device in range without
  need of a plug or wire, but by the late nineteen
  thirties his mind was consumed by the war raging
  across Europe.  Tesla turned his immensely
  powerful mind to weapons research, hoping that he
  could create a weapon so powerful that only fools
  would test it through war.  In truth Tesla was
  driven more by a need to create something that
  would be recognized the world over as being the
  best invention in its field, a distinction he had long
  deserved but never received.  Lord Dread did little
  to point out the flaws in Tesla’s plan, using the
  weapons produced to keep Romania safe and inde-
  pendent during the war.  Under Lord Dread’s
  advisement the weapons Tesla created were kept in
  Romania until the right time to share the knowl-
  edge came, but it never dead and the war ended
  with only Lord Dread controlling the arsenal Tesla
  had created.
  But within weeks of the war ending Lord Dread
  told Tesla it had begun again with the United
  States attacking Russia and that Tesla needed to
  continue his work creating new and powerful
  weapons to convince both sides that the war would
  ultimately destroy them.  Tesla has worked towards
  this end for fifty years thus far: fifty years of brain-
  washing, cloning, and hard work.  Tesla is largely
  
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  cut off from the outside world and sees no one
  who is not cleared through Lord Dread first.  Even
  Lady Dread is only allowed supervised visits.
  Lord Dread has erected a carefully constructed
  maze of lies, fake news feeds, forged letters, and
  other evidence to convince Tesla that the war
  continues between the United States and Russia.
  Also because of the multiple cloning procedures
  and his mind being transferred to a few stitched
  together bodies Tesla is not as sane as he once was,
  making him more pliable to Lord Dread’s efforts.
  Unfortunately for Lord Dread though this his
  façade is starting to unravel.  Tesla recently
  managed to overhear a broadcast while tuning a
  war automatons radio talking about current events
  and no mention of the war between the United
  States and Russia was made.  Tesla is not curious
  and has begun reprogramming some of the
  automatons to scout out the world beyond
  Romania and return to him with information,
  hoping to discover if Lord Dread has been lying to
  him all this time.  If Tesla finds out the truth he is
  likely to stage a coup in Castle Dread, using those
  automatons he can control to try and take over the
  fortress and capture Lord Dread.  If he goes
  forward with such a plan he is likely to involve
  super-heroes from the outside world.  Tesla knows
  little of recent events so he’ll take the first super-
  hero allies he can find.
  Quote: “I don’t think you grasp the nigh universal
  importance of this invention.”  
  Personality: Nikolai Tesla is a brilliant man who
  has slowly lost his touch with reality.  Once
  friendly and outgoing, even if his thought
  processes were a little different from the norm, he
  has grown increasingly withdrawn and cold as
  time as passed.  He is embittered against many of
  his former rivals, such as Edison, and considers
  few people worthy of his genius.  He is likely to
  treat even allies with a certain amount of disdain
  unless they prove themselves his intellectual
  equals.  He considers anyone who resorts to
  violence easily a buffoon.  
  Powers & Tactics:  Nikolai Tesla has no combat
  abilities of note, instead relying on the two security
  automatons and two war automatons that accompany
  him at all times.  When confronted with violence
  Tesla usually spends a few seconds berating his
  attackers for being so barbaric before remembering
  to flee, assuming he is still conscious.  If attacked
  Tesla always tries to summon as many automatons as
  possible in addition to Lord and Lady Dread.  If
  cornered he will surrender, hoping to buy time for his
  powerful allies to come save him.  
  Appearance: Despite being almost one hundred and
  fifty years old, Tesla looks to be a man in his mid
  forties due the regular cloning procedures he under-
  goes, which include transplanting his mind into new
  bodies.  Tesla does not realize this is happening and
  notices little of the passing of time, thinking it is still
  the 1950s.  His fashion look appropriate to that time
  period and he nearly always wears a button up shirt
  and slacks, even when working in his workshop.  His
  sleeves are perpetually rolled up and there are
  normally more than a few grease stains on his hands
  and face.  He wears a pair of round, brass rimmed
  glasses which he tends to chew on when thinking.  
  Campaign Use: Tesla provides the PCs with an
  excellent inside ally to try and take down Lord Dread
  with.  If Tesla can actually make contact with the
  PCs through a reprogrammed automaton he will try
  and forge an alliance with them, assuming the PCs
  convince him that there is no war between the United
  States and Russia.  From Tesla the PCs can expect
  information on Lord Dread’s operations, maps of
  Castle Dread, technical information on the automa-
  tons and the castle, but Tesla is unwilling to take
  direct action against Lord Dread without significant
  planning and a sizeable amount of super-hero allies.
  While Tesla can take control of some of the automa-
  tons in Castle Dread he cannot command them all, so
  any attempts to storm the Castle better bring lots of
  help even if they are working with Tesla.  
  Hero Option: If Lord Dread is the protector of
  Romania Tesla serves as his loyal inventor, building
  devices to help make Romania and the world a better
  place.  In this situation Tesla is not kept under Lord
  Dread’s control with stories of a fake war and instead
  serves of his own free will.  Instead of cloning Tesla
  more likely he has received some type of experi-
  mental anti-aging treatment.  In such a world many
  of Tesla’s inventions, such as wireless power transfer,
  are likely to see widespread use.  
  Nikolai Tesla: PL 18; Init + ; Defense 13 (13 flat-
  footed); Spd 30 ft.; Atk +2 melee (+0S, punch), +2;
  SV Dmg +0, Fort +0, Ref +0, Will +7; Str 9, Dex 10,
  Con 10, Int 20, Wis 20, Cha 9 
  Skills: Craft (Electronics) +49, Computers +26, Craft
  (Mechanical) +44, Disable Device +30, Language
  (German, Czech, French, Turkish, Russian, English,
  Japanese, Mandarin Chinese, Spanish, Italian),
  Repair +44, Science (Physics) +33, Science
  (Theoretical Electronics) +46, Taunt +7.  
  Feats: Assessment, Iron Will, Photographic Memory,
  Talented (Craft (Electronics) and Science
  (Theoretical Electronics), Skill Focus (Craft
  (Electronics) 
  Powers: Mathematical Precision +18 (Source:
  Training; Cost: 36pp), Super-Intelligence +18
  (Source: Training; Cost: 36pp), Super-science +6
  (Source: Super-Science; Cost: 36pp)
  Weakness: -
  Equipment: -
  Features: Advanced Feature (Workshop
  (Electronics)), Communication, Computer, Defense
  System, Duplication +20 (Extras: Affects Others;
  Flaws: Others Only, Action: 1 hour; Source: Super-
  science; Cost: 20pp), Fire Suppression System,
  Force Field +20 (Extras: Affects Othersx3,
  Deflection, Force Shaping, Impenetrable, Offensive,
  Area x12; Source: Super-Science; Cost: 400pp),
  Garage, Hangar, Holding Cells, Infirmary,
  Laboratory, Library, Living Space, Power System,
  Read Opponent +20 (Extras: Danger Sense, Power
  Scan, Reality Perception, Super Senses; Power
  Stunts: Darkvision, See Invisible, True Sight, Ultra-
  
  headquarters & Hideouts 2
  Hear, Radio Broadcast, Radio Hearing; Source:
  Super-Science; Cost: 120pp), Reinforced Structure,
  Security System, Staff, Workshop.
  Hardness: 30
  Important Rooms:
  Command Center:
  At the top of the central keep of Castle Dread the
  central command center of Lord Dread’s domain is
  located.  While the walls of the command center look
  like stone from the outside they are actually specially
  made plexiglass that is transparent from the inside
  but opaque from the outside, giving those inside the
  command center a three hundred and sixty degree
  view of the castle and its grounds.  Within the
  command center are the primary controls for the
  lightning shield, the castle’s security system, its intri-
  cate sensor network, and the army of automatons that
  guard the castle.  If the castle is ever attacked
  Gunther mans the command center while Lord and
  Lady Dread lead their robot forces from the front
  lines.  
  Cloning Room:
  Located in one of the towers of the castle under lock
  and key and guarded by four security automatons,
  the cloning room contains the cloning apparatus
  devised by Lord Dread and Gunther which is used to
  create duplicates of Lord Dread and Tesla.  It is kept
  secret from everyone except Lady Dread, who
  discovered it by accident a few years ago.  Lord
  Dread does not want Tesla to learn of the device,
  fearing it may shake apart the fragile illusions Tesla
  labors under, and Lord Dread prefers to have a repu-
  tation for being everywhere at once to one of using
  clones to do his dirty work.  
  Robot Hall:
  The central storage and repair room for the automa-
  tons of Lord Dread, this room is located in the
  bowels of the castle near Tesla’s living quarters and
  main workroom.  From here all the robots are
  repaired and programmed by Gunther and Tesla,
  though Gunther has gotten slack in oversee Tesla’s
  work and Tesla has reprogrammed several of the
  robots to follow his commands.  Also in this room
  are a number of automatons under construction and a
  few that have been shut down until they can be
  repaired.  
  Adventure
  Seeds:
  The United Nations is approached by a group of
  Romanian delegates asking for United Nations inter-
  vention against Lord Dread, whose robots the dele-
  gates blade for numerous atrocities in Romania.  If
  the PCs have contacts with the UN, they are asked to
  go to Romania as part of an official fact finding
  mission.  If the PCs have no such contacts they are
  asked by and intermediary to infiltrate Romania
  covertly and find out the truth of the delegate’s asser-
  tions.  The PCs the must sneak into Romania and
  avoid the watchful eye of Lord Dread.  They eventu-
  ally learn that Lord Dread’s robots did destroy some
  villages, but because of tampering and not by the
  will of Lord Dread.  This gives the PCs the chance to
  team up against Lord Dread against the robots run
  amuck as Lord Dread does not want the people of
  Romania harmed.
  On the pretext of stopping armed incursions into
  Romania, Lord Dread invades the Ukraine with his
  human and robot forces backed up by super-villains
  hired by Lady Dread.  Heroes from around the world
  flock to the region and the conflict soon becomes a
  war of super-powered beings.  Even if the PCs do
  not go to the front lines, the sudden dearth of heroes
  may leave them with a lot of work to do.
  Lady Dread approaches the PCs, telling them she has
  decided to betray her half-brother and asks for the
  PCs help.  She helps sneak the PCs into the Castle,
  but turns on them when they finally confront Lord
  Dread as the whole thing was a ruse to test the
  Castle’s security systems.  Now the PCs have to
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  escape from the dungeons of Lord Dread.  
  Temple of the
  Enlightened Sun
  in the Beast City
  of Mesaran
  Thousands of years before humankind walked
  upright and covered the land in metal and concrete,
  the mountain city of Mesaran was born.  Located
  in the mountains of eastern Africa, this ancient city
  is now little more than a faerie tale whispered
  amongst well read archaeologists who consider its
  existent highly doubtful.  Unlike more popular lost
  cities like El Dorado and Shangri-La Mesaran
  never made it into the popular consciousness.
  Some think this is because the legends that
  surround the city are indigenous to eastern Africa,
  a political and economically isolated region of the
  world, but others say the legends are too fantas-
  tical.  Few can speak of a city of intelligent
  animals with a straight face.
  Regardless of the ridiculous sounding nature, the
  city of Mesaran does exist and it is a wonderland
  of advanced alien technologies, genetics, and
  psionic research.  The people of Mesaran are
  hundreds if not thousands of years more advanced
  than most human cultures, but live in seclusion for
  fear of humans.  The people of Mesaran are gener-
  ally peaceful and their numbers are sufficiently
  small that they fear an organized attack by humans
  would destroy them despite their more advanced
  technologies.  One of their greatest fears is being
  discovered by humans and the whole world finding
  out about the city, as they know humans have a
  habit of destroying that which they do not under-
  stand.  To this end the people of Mesaran use their
  technology to hide their city and those humans that
  do find it normally have their memories wiped.
  Only a handful of the most trustworthy humans
  have been allowed to keep the location and exis-
  tence of Mesaran in their minds.  
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  Unfortunately not all goes well in the city of
  Mesaran.  The inhabitants of the city have long
  discussed what their purpose in the universe was
  and why they received the alien-retro virus (see
  History below).  This has recently been answered
  by a communication from an alien colony ship
  closing in on Earth that indicates the creatures
  born of the retro-virus’s effects were supposed to
  conquer Earth before the approaching colony ship
  arrived, which the inhabitants of Mesaran have
  made no effort to do.  Now some Mesarans seek to
  fulfill their destiny and make the world ready for
  alien colonization, assured that the aliens will
  reward them for the effort, while others seek to
  forsake their alien heritage and continue their lives
  of isolation and peace.  Troubling times are
  coming to the Legendary Animal City of Mesaran.  
  The Temple of the Enlightened Sun is built above
  the cave which the space craft that carried the
  retro-virus was placed in thousands of years ago.
  Until the revelation that the ship was a device of
  conquest the cave served as a place of contempla-
  tion and meditation.  The ship held almost reli-
  gious significance to the early Mesarans who
  considered bringing their newborn children to see
  the ship a good luck charm.  Also over times the
  Mesarans dissected the ship to learn what they
  could, from which many of their technologies were
  developed.  Now the Temple of the Enlightened
  Sun serves as the spiritual center of the city and
  the meeting place for the Mesaran Council which
  leads the city.  Also both the city’s defense systems
  and computer network have their hubs in the
  Temple of the Enlightened Sun, making it the
  center of political, information, and military
  control in Mesaran.  
  History:
  The city of Mesaran began over two hundred thou-
  sand years ago when an alien vessel crashed in the
  plains of eastern Africa.  A life boat for a dying
  race, it contained an airborne retro-virus that
  would rewrite the DNA of creatures exposed to it,
  giving them sentience and thought patterns similar to
  the aliens who built the craft.  The virus also
  imparted knowledge of advanced technologies in the
  genes of its victims, granting them the ability to
  quickly acclimate to alien technology.  Within a few
  weeks of the ship crashing the virus had run its
  course and thousands of nearby animals were
  infected by the virus, including elephants, monkeys,
  and lions.  These creatures came together in peace,
  united by their newfound knowledge, and a the
  virus’s engineers had intended decided to work
  together to build a new society based on their new
  knowledge.  They moved the ship to the mineral rich
  mountains to the east and began building a city, one
  that would become known as Mesaran.  Some of the
  Mesaran believe that a tribe of local apes had also
  contracted the retro-virus but has a partial immunity
  to it, but it did change their brain chemistry slightly,
  creating the ancient ancestors of humanity.
  Within the city of Mesaran the animals created a
  strict but enlightened caste society where each
  animal served in a position that suited its instinctual
  urges.  Lions served as soldiers while elephants
  worked as laborers and monkeys as scientists.  Few
  animals felt the need to resist this system as their
  natural talents and inclinations were put to good use.
  Over time the city flourished and new technologies
  were developed, but the inhabitants of Mesaran never
  lost sight of their animal roots.  At the center of the
  city a strong spiritual influence grew from the
  Temple of the Enlightened Sun, a place for medita-
  tion and contemplation that all the inhabitants of
  Mesaran regularly attended.  Taught by the first to be
  infected by the retro-virus, an elephant named
  Bekarus, the doctrine of the temple was one of
  enlightenment through self reflection, meditation,
  good deeds, and physical perfection.  Over the thou-
  sands of Mesaran became a high-tech monastery
  whose spiritual power was the equal of any Tibetan
  or Shoalin temple.  
  When humans arrived on the scene the Mesarans
  became concerned because from their earliest
  encounters humans reacted with fear or awe when
  the Mesarans were encountered.  Initially the
  Mesarans considered taking control of the develop-
  ment of humankind by playing the part of being
  gods, but this plan was found to be too offensive to
  the sensibilities of the Mesarans.  Instead the
  Mesarans adopted a strategy of observation and
  subtle manipulation from afar with an eventual plan
  to reveal their existence to the world when humans
  had become developed enough to not react in fear.
  That day has not yet come, and the events of the last
  century have done little to calm the Mesarans’ fears.  
  With the impending arrival of the alien colony ship
  the Mesarans have become even more concerned and
  the first rift has developed in their society.  Some
  favor helping the aliens conquer the Earth and
  remove the dangerous humans from its surface, while
  others favor helping the humans develop defenses
  against the impending alien invasion.  While so far
  these two groups have kept their disagreements to
  debates and a few scuffles, tempers are rising in
  Mesaran.  Soon the pro-alien faction may take their
  fight to the humans of the world with or without their
  fellows’ blessing.  A small faction of the city has
  developed recently claiming that the original ship
  came to Earth capable of fighting against the immi-
  nent invasion, although they have no information to
  back this up.  
  Locale:
  Located near the city of Gonder in northern Ethiopia,
  Mesaran is located over two miles above sea level in
  a desolate mountain region few enter.  Legends of
  mythical beasts in the mountains are common in the
  area; some paint the beasts as horrible monsters and
  others as wise spirit guides.  Regardless the region is
  lightly inhabited and little in the way of mining goes
  on in the area despite the mineral wealth.  Due to the
  low population level the Mesarans are usually able to
  walk the mountains surrounding their home without
  difficulty.  The entire city is covered in a cloaking
  shield that prevents most from finding its location,
  including shielding from satellites and high-tech
  scanning equipment.  Some discovery of ancient
  
  headquarters & Hideouts 2
  human fossils in the area have brought a new round
  of attention to the area, including several research
  teams from the United States, Canada, and the
  United Kingdom.  The presence of these researchers
  has put Mesaran on high alert and most trips outside
  the city have been delayed until these researchers
  leave.  Despite these limitations some Mesarans have
  been tempted to warn the humans of the impending
  invasion while others consider kidnapping the
  humans to interrogate them about the outside world.  
  Inhabitants:
  The population of Mesaran numbers a little over
  three thousand, all of whom are directly descended
  from one of the original two hundred animals
  infected with the alien retro-virus.  The animals
  affected by the retro-virus could still breed with
  normal animals and the offspring produced would
  have the superior intelligence of the Mesaran parent.
  While many of the inhabitants of Mesaran think that
  mating with their more primitive cousins is a little
  disturbing, they have kept the practice to make sure
  their genetic pool does not turn stagnant.  While
  Mesarans often choose life partners amongst their
  fellow city dwellers, they are not always of the same
  species.
  There are over two dozen species of animals repre-
  sented amongst the people of Mesaran, though
  several more were amongst the original group
  infected by the retro-virus and have since died off.
  Most of the remaining Mesarans are mammals
  (mostly monkeys, large cats, elephants, and rodents),
  birds, and reptiles.  The city is lead by the Mesaran
  Council of ten elected representatives, most of which
  are elder members of the community and most are
  the oldest of their species in the city.  The Mesaran
  Council is currently led by the elephant Suban who
  believes that the humans should be warned of the
  imposing invasion, while the opposition is led by the
  lioness Mela who feels the Mesarans should prepare
  for the coming alien ship.  
  Like human cities Mesaran has different social and
  economic groups, most of which are divided by
  species.  While the Mesarans spend much time in
  meditation and considering spiritual matters, they
  have an innate inability to see different animal
  species as being equal.  To a Mesaran a lemur is a
  lemur and all lemurs are sneaky and cunning and
  they will not be convinced otherwise.  While humans
  would probably describe this as racism the Mesarans
  prefer to think of it as being the way the world really
  works.  
  The lower classes of Mesaran, largely made up of
  rodents, hyenas, and small birds are unofficially led
  by Dack the lemur who serves as the king of thieves
  in Mesaran, providing a force of loyal opposition to
  challenge tradition and the council.  While Dack is
  technically a wanted criminal, the Mesarans value his
  thought provoking resistance more valuable to the
  community than placing him in jail.  
  Dack
  Born of a Mesaran mother and a normal lemur father,
  from a young age Dack seemed different from the
  other Mesaran children.  Due his father being
  exposed to some unusual radiation near a uranium
  mine, Dack received a slightly deformed set of chro-
  mosomes that made it impossible for him to be
  completely affected by the alien retro-virus.  The
  result is he did not receive all the inborn knowledge
  other Mesarans do and does not share the same
  thought patterns, which have combined to make him
  quite the rabble-rousers.  Having a mindset much
  closer to that of a human than most Mesarans,
  causing him to try and change the social order to get
  his fellow rodents a better life.  Most of the
  Mesarans, including the other rodents, shake their
  heads and humor him, but this just infuriates Dack
  because he thinks it means they do not take him seri-
  ously.  This has led Dack to carry out some unusual
  actions for a Mesaran, including anti-Council graffiti
  and political protests.  He is going frustrated with his
  lack of progress and may turn to more extreme
  methods if things do not change in the future.  
  While not causing problems Dack works as a sanita-
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  Page 50
  tion coordinator, but his real occupation is the
  leader and sole member of the thieves of Mesaran.
  All the other Mesarans consider thievery a crime
  and take no part in Dack’s activities and for the
  most part refuse to believe even Dack would stoop
  to such lows.  Having no means to fence or sell
  what he steals Dack has taken to throwing the
  items off the mountain, quietly hoping that the
  humans below will find them and come to investi-
  gate.  Maybe then the Mesarans will change their
  ways.  Considering the recent influx of researchers
  this may happen sooner than he expects.  
  Dack has not concerned himself with the growing
  conflict between Suban and Mela over what should
  be done about the approaching alien craft.  Dack
  assumes that eventually Suban will win and there
  is little need for his involvement.  If things turn
  violent he will stand with Suban, but will mainly
  aid in covert operations instead of open battle.  
  Quote: “Just because I am not a lion does not
  mean I am not a warrior.  Just because I am a
  elephant it does not mean I am not wise.  Just
  because I am a lemur does not mean I am a thief.
  Oh, wait…”
  Personality: Alternately a passionate crusader for
  his people and a pranking trickster, Dack seems to
  be constantly in conflict with his animal nature.  In
  stealing he has found a way to mix the two,
  making it his favorite outlet for political state-
  ments, even if in the end it isn’t very effective.
  Dack does not understand why the other rodents do
  not want a better life in Mesaran and is constantly
  frustrated by the lack of response he gets from his
  fellow Mesarans.  He longs to meet outsiders so he
  can see how their world functions, particularly
  those from democratic nations like the United
  States and the United Kingdom.  He hopes that
  from such individuals he can learn the secrets to
  democracy and equality so he can spread it to
  Mesaran, not understanding he has a good a grasp
  as anyone on these ideas.  Dack constantly doubts
  himself and his mission, but does not give up
  because he knows the rodents deserve better.  
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  Powers & Tactics:  Dack prefers to use his inborn
  lemur talents for thievery rather than battle,
  avoiding combat because he is not well suited for
  it.  He mainly uses Clinging in order to sneak into
  buildings by scaling them or to hide on the ceiling
  out of reach of attackers.  Few Mesarans carry
  ranged weapons, making this a very effective
  tactic.  When forced into a culture he fights with
  his claws while trying to find an opening to
  escape.  Dack is pretty good at avoiding getting
  hurt, but cannot inflict much damage and is rather
  fragile.  
  Appearance: Dack’s heritage is obvious in his
  appearance.  He looks like a four foot tall lemur
  that stands upright, his long tail usually held up off
  the ground.  Dack’s fur is dark brown in color with
  lighter stripes across his back and tail.  The only
  clothing Dack regularly wears is a pair of black
  rubber pants from his garbage duties, complete
  with a cover for his tail.  To keep his pants up
  Dack wears a heavy leather work belt covered in
  pouches that carry tools and other odds and ends,
  many of which are secretly his thieving imple-
  ments.  
  Campaign Use: While Suban may welcome
  outsiders and interact with them in an official
  capacity, Dack is an excellent means to show the
  heroes the other side of Mesaran.  While Suban
  will admit not all Mesarans are equal, Dack will
  confront the PCs with direct evidence of this and
  try to enlist their help against the Mesaran Council.
  Of all the Mesarans Dack most wants to meet an
  outsider, especially if they can help him achieve
  equality for the rodents of Mesaran.  Dack may
  prove one of the more useful contacts for heroes in
  Mesaran due to his willingness to ignore Council
  edicts.   
  Villain Option: Dack is not overly concerned with
  the conflict between Suban and Mela about how
  the Mesarans should react to the incoming colony
  ship, putting him on Mela’s side would do much to
  put him in the role of a villain.  In such a position
  he is likely to be Mela’s primary spy against
  Suban, using his thieving skills for infiltration.
  Alternately Dack could take a more forceful hand in
  changing Mesaran society and take violent action
  against the Council, possibly kidnapping outsiders
  and forcing them to help him.  
  Dack: PL 8; Init +10; Defense 26 (16 flat-footed);
  Spd 30 ft.; Atk +4 melee (+5L, claws); SV Dmg +2,
  Fort +2, Ref +10, Will +4; Str 12, Dex 20, Con 14,
  Int 14, Wis 18, Cha 16 
  Skills: Acrobatics +12, Balance +11, Climb +4,
  Disable Device +4, Escape Artist +12, Hide +12,
  Move Silently +12, Sleight of Hand +13
  Feats: Darkvision, Scent
  Powers: Clinging +5 (Source: Mutation; Cost: 5pp),
  Natural Weapons (Claws) +4 (Source: Mutation;
  Cost: 8pp), Super Dexterity +5 (Source: Mutation;
  Cost: 20pp) 
  Weakness: -
  Equipment: -
  Mela
  In the wilds male lions lead prides while females do
  the hunting and child rearing, but in Mesaran this
  pattern has been cast aside.  Not content to serve the
  males the female lions of Mesaran have taken the
  leadership roles amongst their people, all of whom
  follow the lead of Mela, head of the Mesaran lion
  prides.  Males are treated equally to females for the
  most part but are rarely allowed positions of leader-
  ship.  The lions of Mesaran serve as the soldiers and
  guards of the city, making up over sixty percent of
  the Mesaran Guard.  Due to the lack of crime aside
  from Dack there are no police in Mesaran and the
  Mesaran Guard instead concentrates on patrolling the
  edges of the city to keep it safe from outsiders.  Mela
  serves as the leader of the Mesaran Guard, a position
  which comes with a seat on the Mesaran Council.
  She effectively serves as the minister of defense for
  Mesaran, a role she takes very seriously and she
  undertakes her duties with great aggression.  Mela is
  the primary motivating force behind the move to
  support the imminent alien invasion, which most of
  the Mesaran Guard favors as well.
  Mela herself is the child of a Mesaran mother and
  father, making her one of the few purebred Mesarans
  in the city.  From a young age she was trained in
  combat and security, preparing for the day when she
  would join the Mesaran Guard.  When she did join
  she progressed through the ranks quickly, gaining a
  reputation as being a determined leader who is a bit
  more willing than most Mesarans to resort to
  violence.  She was reprimanded several times for
  using excessive force when dealing with outsiders,
  but these charges were eventually dropped after
  significant acts of contrition.  Much as Dack does not
  fit into Mesaran, Mela barely fits in due to her
  hunger for violence.  Mela places no value on human
  life and thinks the defenses of the city should be
  improved so any human who comes near is killed
  outright.  Due to this lack of respect for human kind
  Mela strongly favors aiding the alien colonists due to
  arrive on Earth in the near future, thinking she would
  prefer a life in the wipe open spaces of the world
  rather than being restricted to a single mountain
  range.  Also she would love to partake in the
  campaign to conquer and destroy the humans as it
  seems a task worthy of her skills.  
  Mela has recently begun covert operations to force
  Mesaran to aid its alien creators.  Mela has used
  Mesaran Guard units to kidnap and kill some of the
  researchers that have begun working around Mesaran
  in the hopes of attracting more human attention to
  the area.  Mela thinks this will eventually cause the
  humans of Earth to discover Mesaran and that this
  contact will erupt into a conflict between the humans
  and the Mesarans, forcing the entire city to her way
  of thinking.  These acts of kidnapping and murder
  break numerous laws of Mesaran and if anyone other
  than her loyal soldiers knew of them Mela would be
  in serious trouble, though considering her control of
  the military punishing her may be difficult without
  triggering a widespread civil war amongst the people
  of Mesaran.  
  
  headquarters & Hideouts 2
  One of the options Mela is looking at to eradicate the
  humans is trying to harvest more of the retro-virus
  from the spacecraft in the Temple of the Enlightened
  Sun and use it to transform animals all over the
  world, creating an army with which she can crush the
  humans.  This plan requires her to get a sample of
  the retro-virus, which is difficult due to the fact that
  the ship is in the care of Suban, who opposes her
  anti-human efforts at every turn.  The old elephant
  may have to be removed if he continues to get in the
  way of Mela’s plans.  
  Quote: “I do not think you understand the gravity of
  your position, or that your doom is imminent.”
  Personality: Mela is a natural leader, but she does it
  more through what she does not say than what she
  does say.  Mela leads through action instead of words
  and considers length discourse a waste of time.  Mela
  has little interest in persuading people to her point of
  view, instead preferring to prove them wrong or cow
  them into obedience.  She considers all humans
  beneath her and little more than cattle, placing her
  animal ancestors above them importance.
  Compromise is not something Mela accepts easily,
  usually only when it is forced down her throat.  
  Powers & Tactics:  Mela prefers to be as close as
  possible to her enemies, using her high movement
  rate to quickly close with opponents and engage
  them with her claws.  She often attacks from
  ambushes and is a careful planner when it comes to
  meeting the enemy; once battle is joined she tends to
  leave strategy behind for the thrill of battle.  Because
  of this she often gets separated from her allies and
  bites off more than she can chew, especially if
  fighting enemies she does not respect such as
  humans.  Mela does not normally carry ranged
  weapons and tends to sneer at those who use them,
  thinking them the tools of weaklings.  
  Appearance: Mela is a seven foot tall humanoid
  lioness with golden fur and an unusually short tail,
  the tip of which was cut off in a battle long ago.
  Mela wears her Mesaran Guard armor at all times
  she is in public, on which hang several trophies of
  past victories including bones, scalps, and similar
  items (a practice many of the peaceful Mesarans find
  very barbaric and more than a little disturbing).  A
  number of scars are present across her body,
  reminders of her earliest days of combat training.  
  Campaign Use: In Mesaran Mela is the closest thing
  there is to a villain.  She favors conquering the
  human world beyond Mesaran in expectation of the
  arrival of their alien creators and she is willing to
  commit crimes against her fellow Mesarans to
  accomplish this goal.  Any heroes who enter Mesaran
  are likely to be framed by Mela for some manner of
  crime in order to gain support for a declaration of
  war against the humans.  Mela is more than willing
  to kill any outsiders who enter the city if she even
  suspects they may be up to no good.  
  Hero Option: Instead of being a plotting
  warmonger, Mela is instead the loyal guard captain
  and protector of Mesaran.  She will likely be at the
  forefront of the war against the alien invaders,
  including going into the human world to build
  alliances with the nations of Earth.  During such
  missions she may get wrapped up in local affairs,
  such a helping heroes combat super-villains that
  happen to cross her path.  
  Mela: PL 12; Init +9; Defense 21 (16 flat-footed);
  Spd 60 ft.; Atk +12 melee (+16L, claws), +13; SV
  Dmg +6, Fort +4, Ref +7, Will +5; Str 18, Dex 20,
  Con 18, Int 14, Wis 16, Cha 14 
  Skills: Bluff +4, Diplomacy +6, Intimidate +10,
  Survival +7
  Feats: All-Out Attack, Blind Fight, Improved
  Initiative, Iron Will, Leadership, Lightning Reflexes,
  Power Attack, Scent, Toughness
  Powers: Natural Weapons (Claws) +6 (Source:
  Mutation; Cost: 12pp), Super Senses +6 (Source:
  Mutation; Cost: 16pp), Running +6 (Power Stunt:
  Super Running; Source: Mutation; Cost: 14pp),
  Super-Strength +6 (Source: Mutation; Cost: 24pp)
  Weakness: -
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  Equipment: Mesaran Guard Armor (Armor +6
  (Source: Super-science; Cost: 6pp))
  Ignas
  Mammals have been the primary animal family in
  Mesaran for several millennia, outpacing the birds
  and reptiles in terms of reproduction.  While there
  is no overt discrimination in Mesaran against birds
  and reptiles, both groups have definitely seen their
  fortunes sink in recent years.  This has caused the
  birds and reptiles of the city to for a small unoffi-
  cial community within the city which functions
  more like a network of contacts than an actual
  community.  Not having the large families and
  overall numbers of the mammals, the reptiles and
  birds make connections wherever they can.  
  Ignas is the leader of the reptile contingent and is
  the oldest reptile in the city, having lived for over
  four hundred years.  Ignas is descended from croc-
  odiles and spends much of his time in the muddy
  rivers that have been created to supply the aquatic
  reptiles with a more pleasant environment.  Once
  Ignas was a firebrand of a leader, always fighting
  for contact with the humans and an expansion of
  the area round Mesaran that was used for resource
  collection.  Over time his temper has dulled and he
  has become corpulent, slowly becoming a politi-
  cian where he was once a leader.  Now a
  concerned with keeping his position as he is
  serving the people of Mesaran, Ignas tries to stay
  in power but do as little work as possible.  Thus far
  his strategy has been successful.
  Most of the time Ignas manages to cloak his inac-
  tivity in misdirection, empty promises, and passing
  the buck.  Due to a large number of cronies at his
  beck and call at any time Ignas has managed to
  avoid taking much blame for his behavior and
  people are only just beginning to doubt his leader-
  ship ability.  Operating more like a mob boss than
  a government official, Ignas’ loyal followers have
  begun trying a new tactic in Mesaran leadership:
  intimidation.  If Ignas cannot keep his position
  
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  headquarters & Hideouts 2
  through hard work he will keep it through fear, and
  his minions will do the leg work for him.  Already
  Ignas’s reptilian thugs have had several clashes
  with the Mesaran Guard, but this may come to an
  end soon as Mela and Ignas are coming close to a
  deal where Ignas will support Mela’s calls for war
  in exchange for the Mesaran Guard leaving
  Iganas’s minions alone.  This will leave the smaller
  citizens of Mesaran vulnerable to extortion and
  blackmail if the deal goes through.
  While Ignas is currently heading down a path of
  corruption, he has not completely given up on his
  responsibilities as a council member.  Ignas
  protects his reptile followers fiercely and the birds
  of Mesaran to a lesser extent.  Some idealism
  remains in Ignas’s heart, but it will take some very
  persuasive arguments to bring him out of his self
  indulgent slump.  Maybe his long desired contact
  with humans will help stir his soul.  
  Quote: “I understand what you want…but what
  can you give me?  I am a council member, not a
  charity.”
  Personality: Slimy and conniving, Ignas is always
  looking for a way to get ahead and he has little
  concern for who he hurts along the way, as long as
  it isn’t one of the reptiles of Mesaran.  Mesaran is
  also very paranoid, assuming the mammals of city
  are out to get him.  Because of this Ignas is always
  surrounded by at least four body guards and rarely
  leaves his secured grotto for anything besides
  council business.  One of the few things he actu-
  ally enjoys is researching human culture and he
  would love to actually meet a real human, but fears
  with the current limitations on contact with
  outsiders he will never have the chance before he
  dies.  If some humans proved themselves worthy
  allies he would likely turn his back on Mela and
  her plants for world domination.  
  Powers & Tactics:  Despite being much more
  skilled and powerful than his thugs, Ignas prefers
  to do his fighting through other people.  When
  attacked he will normally throw thugs at the
  problem until it goes away or until he has time to
  flee, all the while attempting to summon the Mesaran
  Guard to his defense.  If his forces are losing and
  there seems to be no aid coming Ignas will wade into
  the front line, seeking to end the fight as quickly as
  possible with his powerful bite attack.  Ignas’s hide
  is hard enough to resist many attacks and that,
  combined with his hardiness, makes him very diffi-
  cult to injure, something he is very aware.  Ignas
  knows he is not nimble or fast, but tries to make up
  for these shortcomings with raw power.  
  Appearance: Ignas is a large humanoid crocodile
  who would be over fifteen feet long from snout to
  tail if he laid down flat.  He spends most of his time
  standing upright, making him about seven feet tall.
  Ignas’s skin is dark brown in color and looks badly
  weathered and very worn, obviously showing the
  signs of his age.  Despite his advanced age Ignas’s
  mouth is filled with shining white teeth, giving him a
  very fearsome appearance even when smiling.  Ignas
  normally wears his Council robes in public, but
  while in his grotto he walks around naked and spends
  most of his time in the water.  
  Campaign Use: While Ignas may initially appear to
  be an villain he can be swung back toward the side
  of heroes by intervention from the PCs, especially if
  most of them are human beings.  Ignas represents a
  swing vote on the council that the PCs may need to
  gain the Mesarans’ help against the alien invasion.
  Ignas also provides the PCs with a contact in
  Mesaran who is noticeably more “human” than the
  other political leaders, someone who is probably
  more like people they have dealt with in the past.
  Also due to Ignas’s interest in humans he is likely to
  seek out any visitors to Mesaran and question them
  thoroughly about the outside world.  
  Villain Option: To make Ignas more of a villain
  turning his interest in humans into something viler
  than simple curiosity makes him much more
  villainous.  Ignas is interested in making humans
  slaves to the Mesarans, something he thinks the
  aliens would approve of.  Also Ignas could be used
  abroad from Mesaran, scouting out the human world
  and gathering information, and possibly specimens,
  to prepare for the coming invasion.  
  Ignas: PL 13; Init +0; Defense 13 (13 flat-footed);
  Spd 30 ft.; Atk +10 melee (+17L, bite); SV Dmg +9,
  Fort +9, Ref +0, Will +9; Str 18, Dex 10, Con 16, Int
  20, Wis 16, Cha 18 
  Skills: Bluff +20, Diplomacy +20, Intimidate +20,
  Swim +12
  Feats: Amphibious, Connected (Flaw: Mesaran
  Only), Durability, Indomitable Will, Inspire, Iron
  Will, Leadership, Minions
  Powers: Natural Weapon (Teeth) +9 (Source:
  Mutation; Cost: 18pp), Super-Intelligence +6
  (Extras: Super-Charisma, Super-Wisdom; Source:
  Mutation; Cost: 30pp), Super-Strength +6 (Extras:
  Protection, Super-Constitution; Source: Mutation;
  Cost: 48pp)
  Weakness: -
  Equipment: -
  Ignas’s Thugs: PL 6; Init +1 ; Defense 16 (15 flat-
  footed); Spd 30 ft.; Atk +6 melee (+10L, teeth); SV
  Dmg +8, Fort +6, Ref +1, Will +1; Str18, Dex 12,
  Con 16, Int 10, Wis 12, Cha 12 
  Skills: Intimidate +6
  Feats: Amphibious, Toughness
  Powers: Natural Weapon (Teeth) +6 (Source:
  Mutation; Cost: 12pp), Super-Strength +3 (Extras:
  Super-Constitution; Source: Mutation; Cost: 21pp)
  Weakness: -
  Equipment: -
  Suban
  Other than Ignas, Suban is the oldest of the
  Mesarans.  Master of the Temple of the Enlightened
  Sun, Suban serves as both the leader of the elephants
  and the Mesaran Council.  Suban also serves as the
  
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  spiritual leader of the city, oversee ceremonies at the
  Temple of the Enlightened Sun.  Of all the political
  figures in Mesaran Suban is the most widely respect
  and the most active, spending all his time seeing to
  Council duties or taking care of the Temple.  Such is
  Suban’s spiritual dedication that he has developed
  abilities few other Mesaran’s can match, which some
  think are some manifestation of the retro-virus in an
  advanced state.  
  Suban was born a normal elephant but he was
  exposed to the retro-virus after being brought to the
  city as a gene donor.  Suban managed to escape his
  captors and snuck into the Temple of the Enlightened
  Sun, somehow causing the spacecraft to release a
  new batch of the retro-virus into the surrounding
  area.  Suban is the only member of Mesaran to be
  affected so and given his strange powers some
  believe that he received a different retro-virus than
  the rest of the Mesarans.  This caused many of the
  Mesarans to fear the elephant in his younger days,
  but with good will and wisdom he has won over
  most of his opponents.  Only amongst the lions are
  there significant numbers of Mesarans’ who oppose
  Suban, mainly because of the vitriol Mela espouses.  
  Since his unusual introduction to Mesaran, Suban has
  spent much of his time in the Temple seeing to its
  upkeep and repair, eventually becoming the keeper of
  the temple when the last keeper passed away.  This
  position gave him immense influence over the people
  of Mesaran, essentially becoming their spiritual
  leader, and was the event that probably caused his
  ascension to the Mesaran Council.  Suban has always
  remained a conservative, isolationist voice on the
  Council that advises peaceful coexistence with the
  humans and that contact must be put off until the
  humans are ready.  Since the news of the impending
  alien invasion has arrived Suban has changed his
  tune and now pushes for making contact with the
  humans and forming an alliance with them against
  the invaders, believing that helping the alien
  conquerors would be an immoral act regardless of
  whether the aliens are responsible for the retro-virus
  that created Mesaran.  Suban argues regularly in the
  Council for permission to seek out human heroes to
  bring to Mesaran so their secrets may be revealed,
  but has thus far been thwarted.  Suban is very much
  a creature of his word and will not go against the
  wishes of the Council unless the fate of the city
  depends on it.  
  Despite his desire to not cross the Council, Suban
  has taken some small actions to simulate human
  interest in the area, hoping some of the humans will
  stumble on the city and the existence of Mesaran will
  be revealed.  To this end he has tried to lead humans
  to the bones researchers have been investigating
  around the mountain using lights and noises,
  remaining unseen the whole time.  Mesaran also
  monitors human communications using the devices
  in the Temple, making a list of people he thinks may
  be useful to contact in case of an emergency.  If the
  alien colony ship arrives before the Council arrives at
  a decision Suban is likely to go ahead with his plans
  and contact human super-heroes in the hopes of
  gaining their aid against the impending invasion.
  Also Suban will try and summon help if Mela takes
  violent action against the Council in order to start her
  war and Suban will try to warn humans of any
  impending attack from Mela.  Suban is concerned
  little with his personal safety, instead worrying about
  the unsuspecting humans beyond his city.  
  Quote: “We are all brothers of the soul, despite the
  skins we wear and we must treat each others as
  brothers regardless of fur, hide, or feathers.”
  Personality:  Suban does his best to love everyone,
  but even he has his faults and bad days.  A deeply
  spiritual being, he prefers a life of quiet contempla-
  tion and meditation to public life and excitement, but
  it seems fate has dealt him a different hand than he
  would have preferred.  Despite this Suban struggles
  on as best he can to provide effective and wise lead-
  ership to his people.  Suban has a nearly childlike
  sense of wonder about the world beyond Mesaran,
  especially humans and their super-heroes.  Suban
  tries to hide his psionic powers whenever possible,
  uncomfortable with they attention they attract.  
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  Powers & Tactics:  Suban prefers talking to
  combat and will spend the first few rounds of
  combat trying to talk his opponents out of
  violence, unless he is wounded during this time.  If
  Suban is wounded he will use his strength and
  Telekinesis to try and incapacitate his attackers,
  preferring to do with as little damage as possible.
  Suban usually tries to summon the Mesaran Guard
  when attacked, unless they are the ones doing the
  attacking.  Despite his willingness to use
  Telekinesis in combat Suban rarely uses his powers
  at other times, preferring to keep them a secret.  
  Appearance: Like all the elephant inhabitants of
  Mesaran, Suban is a ten foot tall humanoid
  elephant complete with large tusks and a long
  trunk that he can use with much more dexterity
  than most of the Mesaran elephants and often uses
  as a third arm.  Suban normally wears his gray
  Mesaran Council robes, but tends to wear his
  purple temple robes within the Temple of the
  Enlightened Sun.  Suban always wears a pair of
  loose burgundy pants held up with a stout belt
  made of beaded rope.  Suban has a star shaped
  birthmark on the middle of his back and has
  remarkably little body hair, even for an elephant.  
  Campaign Use:  Suban serves as the best initial
  contact for PCs visiting Mesaran and a ready ally
  amongst its people.  Suban has the loyalty of man
  Mesarans and is staunchly against assisting the
  alien invasion, a combination PCs coming to the
  city will find very useful.  He is also willing to
  help PCs outside the city, but prefers to do so indi-
  rectly and through non-violent means.  While
  Suban is fine with a small group of heroes
  knowing the location of Mesaran he does not want
  the world in general to know of it, fearful they will
  come to try and take the cities advanced technolo-
  gies.  
  Villain Option: As a villain Suban is the vile
  leader of the Mesarans who is working hard to
  prepare for his alien masters to arrive.  Suban will
  send out Mesaran assault squads to cause chaos
  and destabilize human civilization, trying to make
  
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  headquarters & Hideouts 2
  it easier for the impending colonization efforts.
  Working with Mela he systematically works to
  crush the human race, starting with their so called
  heroes.  
  Suban: PL 15; Init +0; Defense 15 (15 flat-
  footed); Spd 30 ft.; Atk +9 melee (+8S, punch), +5
  ranged (+10S, energy blast); SV Dmg +11, Fort
  +9, Ref +0, Will +15; Str 18, Dex 10, Con 20, Int
  18, Wis 20, Cha 16 
  Skills: Bluff +13, Concentration +13, Diplomacy
  +15, Sense Motive +15
  Feats: Extra Limb (Trunk), Inspire, Iron Will,
  Leadership, Psychic Awareness, See Invisible,
  Toughness, True Sight
  Powers: Growth +4 (Extras: Permanent, Super-
  Constitution; Source: Mutation; Cost: 30pp),
  Super Wisdom +8 (Extras: Super-Intelligence,
  Super Charisma; Source: Training; Cost: 40),
  Telekinesis +10 (Extras: Energy Blast, Force
  Field, Grapple; Source: Psionic; Cost: 50pp),
  Telepathy +10 (Source: Psionic; Cost: 20pp), 
  Weakness: -
  Equipment: -
  Mesaran Elephant Citizen: PL 8; Init +0;
  Defense 14 (14 flat-footed); Spd 30 ft.; Atk +8
  melee (+8S, punch); SV Dmg +11, Fort +11, Ref
  +0, Will +5; Str 18, Dex 10, Con 20, Int 14, Wis
  16, Cha 14 
  Skills: Profession (Laborer) +9, Repair +8, Swim
  +12, Science (Of choice) +8
  Feats: Endurance, Great Fortitude, Toughness
  Powers: Growth +4 (Extras: Permanent; Super
  Constitution; Source: Mutation; Cost: 40pp)
  Weakness: -
  Equipment: -
  Mesaran Lion Citizen: PL 8; Init +4; Defense 20
  (16 flat-footed); Spd 30 ft.; Atk +6 melee (+11L,
  claws); SV Dmg +5, Fort +5, Ref +4, Will +2; Str
  16, Dex 18, Con 16, Int 12, Wis 14, Cha 12 
  Skills: Survival +4, Spot +8
  Feats: Great Fortitude, Scent, Toughness
  Powers: Natural Weapons (Claws) +4 (Source:
  Mutation; Cost: 8pp), Super Senses +4 (Source:
  Mutation; Cost: 8pp), Super Strength +3 (Extras:
  Super Dexterity; Source: Mutation; Cost: 21pp)
  Weakness: -
  Equipment: -
  Mesaran Monkey Citizen: PL 7; Init + 3; Defense
  18 (15 flat-footed); Spd 30 ft.; Atk +5 melee (+1S,
  punch); SV Dmg +2, Fort +2, Ref +3, Will +1; Str
  12, Dex 16, Con 14, Int 20, Wis 12, Cha 14 
  Skills: Computers +24, Knowledge (Of Choice) +19,
  Repair +24, Science (Of Choice) +19, 
  Feats: Photographic Memory, Talented (Computers
  and Repair)
  Powers: Gadget +7 (Source: Super-Science; Cost:
  7pp), Super-Intelligence +7 (Source: Mutation; Cost:
  14pp)
  Weakness: -
  Equipment: -
  Mesaran Rodent Citizen: PL 6; Init +8; Defense 22
  (15 flat-footed); Spd 30 ft.; Atk +3 melee (+3L,
  claws); SV Dmg +2, Fort +2, Ref +8, Will +2; Str
  10, Dex 18, Con 14, Int 14, Wis 12, Cha 10 
  Skills: Hide +11, Profession (Of Choice) +6, Sleight
  of Hand +14, Spot +5
  Feats: Darkvision, Scent
  Powers: Clinging +2 (Source: Mutation; Cost: 2pp),
  Natural Weapon (Teeth) +3 (Source: Mutation; Cost:
  6pp), Super-Dexterity +4 (Source: Mutation; Cost:
  16pp)
  Weakness: -
  Equipment: -
  Features: Animal Quarters, Computer,
  Communications, Comprehend +15 (Extras: Affects
  Others; Source: Super-Science; Cost: 45pp),
  Concealed (the city in general is affected by this),
  ESP +15 (Source: Super-Science; Cost: 30pp), Force
  Field +15 (Extras: Affects Others x3, Area x6,
  Deflection, Force Attackx2, Force Shaping,
  Impenetrable, Invisible, Landmark, Mental Shield;
  Source: Super-Science; Cost: 225pp), Infirmary,
  Isolated Location (the city in general is affected by
  this), Laboratory, Library, Non-Detection +15
  (Extras: Affects Occupants, Affects Others, Areax10;
  Source: Super-Science; Cost: 180pp), Power
  Systems, Super-Senses +15 (Extras: Telescopic
  Sense; Source: Super-Science; Cost: 45pp)
  Hardness: 15
  Important Rooms:
  Control Room
  From the middle floors of the Temple of the
  Enlightened Sun the whole of the city of Mesaran
  can be controlled.  The cities cloaking field and force
  field are controlled from this location, as are its
  sensors.  The Council of Mesaran meets in these
  rooms normally and the control room is staffed by a
  crew of monkeys and lion guards at all hours.  Any
  Mesaran is allowed into the control room, as is the
  case with most of the city, but those who enter are
  watched carefully.  
  Ship Room
  In the lowest level of the Temple of the Enlightened
  Sun lays the spacecraft that carried the alien retro-
  virus to earth thousands of years ago.  This room is
  one of the few in the city that are not open to the
  public.  This room is guarded at all times and it is
  only opened for certain special ceremonies, such as
  naming newborn children.  Technically Suban as
  master of the Temple is the only person who can
  order this room opened, but he rarely stands on this
  
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  formality.  The ship itself is no longer functional and
  most of it has been disassembled over time as the
  Mesarans tried to understand its workings.  There are
  a few containers of retro-virus left in the craft, which
  the Mesarans plan to use in case their population
  takes an sudden unexpected dive.  
  Adventure
  Seeds:
  If the heroes have any scientific or archaeological
  interest they hear of strange animal skeletons
  showing up in Ethiopia and stories of strange lights
  and alien sightings in the vicinity.  If the heroes are
  not interested in checking these events out they can
  be asked by any number of organizations to investi-
  gate the region, stumbling into Mesaran in the
  process.  Now the heroes must navigate the delicate
  political situation in Mesaran to get out safely.
  A colleague of the heroes who was researching the
  mysterious bones in the mountains of Ethiopia goes
  missing near Mesaran and the heroes go investigate.
  They soon find that their colleague has been
  kidnapped by Mela’s minions in order to draw atten-
  tion to Mesaran in the hopes the humans will
  provoke the city into war.  The heroes must recover
  their friend without setting off a war between the two
  groups.
  Not content with the decisions of the Mesaran
  Council, Mela sends a Mesaran Guard strike force
  into northern Africa to cause trouble and start a war.
  Suban contacts heroes of the outside world, including
  the PCs, in the hopes they can stop Mela before she
  causes too much damage.  Not only do the PCs have
  to stop Mela’s minions but the various other super-
  heroes who don’t know what’s going on and decide
  to look for some payback.  
  Skorpion Sky
  Fortress
  The centerpiece of the Skorpion Army arsenal, the
  Sky Fortress is one of the largest mobile structures in
  the world.  The size of four aircraft carriers, it is held
  aloft by a series of anti-gravity projectors that it is
  thought the Skorpion Army gained from the same
  alien ship that resulted in most of their more
  advanced devices.  The Sky Fortress has served as
  the primary field command center of the Skorpion
  Army for over fifteen years, surviving numerous
  battles with government forces, super-heroes, and
  even other super-villains in that time.  Many in the
  Skorpion Army consider the Sky Fortress a good
  luck charm because it always manages to limp away
  from a fight no matter the odds.  
  The Skorpion Army itself was founded twenty years
  ago by the mysterious Skorpion Commander as a
  mercenary military force available to any super-
  villain or Third World despot who had ready cash or
  was willing to cede some political power to the
  Skorpion Army in exchange for their assistance.  The
  Skorpion Army’s strength came from technology
  scavenged from an alien ship found in the Antarctic
  by the Skorpion Commander, from which were
  developed high power energy weapons, anti-gravity
  vehicles, and force field projectors.  Despite its small
  size, this advanced technology, all of which is
  equipped with self destruct mechanisms to keep their
  secrets safe, has enabled the Skorpion Army to defeat
  forces many times its own size  For the first few
  years of their operations they worked mainly in
  Africa and Southeastern Asia, recruiting and building
  their power base.  This changed ten years ago when
  they were hired by the super-villain Terrox to defend
  his base in the South Pacific from a massive attack
  from both super-heroes and conventional United
  States military forces.  The Skorpion Army held off
  the attacking forces for over four hours and would
  have allowed Terrox to carry out his plan of holding
  the world hostage by controlling the Earth’s tectonic
  plates, but Terrox gave into his immense ego and
  agreed to fight the Spartan of the Sentinels one on
  one, a battle Terrox lost.  Since then the Skorpion
  Commander has directed the Skorpion Army into
  more subtle operations, such as subverting small
  nations and creating front companies and communi-
  ties in North America.  Now the Skorpion
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  Commander only works with other super-villains
  after a lengthy interview process designed to weed
  out those super-villains without a real drive to win.  
  With this new directive towards less obvious oper-
  ations the Skorpion Sky Fortress has rarely been
  seen in the field, instead serving as the mobile
  commander center of the Skorpion Army.  In the
  rare occasions that the Skorpion Army has taken
  the field in open combat the Sky Fortress usually
  provides air support, but over the last few years the
  Skorpion Commander has become very good at
  choosing battles his minions can win, so few
  survive to tell tales of the massive machine.  The
  Sky Fortress has no match amongst the air forces
  of the world and few super-heroes have vehicles
  that can best it, but it is a tool the Skorpion Army
  prefers to keep secret.  Every few years Admiral
  Scarr, the commander of the Sky Fortress, manu-
  factures a story of the Sky Fortress being destroyed
  or crashing in some distant location that is then fed
  to various intelligence agencies, keeping everyone
  guessing if the Sky Fortress really exists.  The
  Skorpion Army prefers keeping the machine a wild
  card.
  While the Sky Fortress has no equal amongst the
  conventional armies of the world, a group of
  powerful and determined super-heroes could
  destroy the massive machine.  To avoid this the
  Skorpion Commander tries to keep the Sky
  Fortress hidden away in remote areas of the world,
  preferably those under Skorpion Army control,
  when it is not in use.  Also the Skorpion
  Commander tries to avoid engaging in missions
  where super-heroes will be the primary opponents,
  such as openly attacking targets in the super-hero-
  rich United States.  The Skorpion Commander also
  minimizes the risk by only working with villains
  he knows and trusts, which includes such individ-
  uals as Lord and Lady Dread.  Lastly the Skorpion
  Commander has worked on recruiting or creating
  his own cadre of super powered soldiers.  
  The core members of the Skorpion Army are
  former military officers who are disgruntled with
  
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  the pay, promotion opportunities, or politics of
  their nation’s armed forces.  To this group of expe-
  rienced military officers the Skorpion Commander
  has added a number of low and mid tier super-
  villains who have signed on with the Skorpion
  Army in exchange for extensive equipment and
  support plus a hefty pay check.  Thus far the
  Skorpion Commander has had a great deal of
  success turning these third rate villains into an
  effective fighting force, instilling a sense of cama-
  raderie and teamwork in villains who used to fight
  each other as much as the super-heroes.  In addi-
  tion to the new recruits the Skorpion Commander
  has begun a massive program to create his own
  super powered beings from the already loyal
  members of the Skorpion Army using drugs, radia-
  tion, or whatever else he can get his hands on.  The
  technology from the crashed alien ship that
  spawned the Skorpion Army has already been used
  in creating the Claw Armor, a type of heavy power
  armor now used by the elite soldiers of the
  Skorpion Army’s Claw Armor Platoon.  
  The Sky Fortress is over two thousand feet long
  and fifteen hundred feet wide.  Its entire surface is
  armored and the aircraft stored within it use
  runways that are completely covered.  The massive
  vehicle is equipped with numerous weapon
  systems and force field projectors.  The Sky
  Fortress is even equipped to travel into space using
  its anti-gravity drives, but rarely does so.  The
  Fortress is equipped with a number of secondary
  propulsion and lift systems, including helium
  balloons and rotors, but these can only slow the
  craft if the anti-gravity generators fail.  Luckily
  thus far the anti-gravity generators have proven
  very robust.  While the Sky Fortress is a powerful
  military machine, its real lies in the troops and
  vehicles it carries.  The Sky Fortress carried five
  thousand soldiers and over one hundred air and
  ground vehicles.  
  History:
  The Skorpion Army was born when the Skorpion
  Commander, then an unremarkable United States
  Navy scientist studying the weather and climate of
  the Antarctic discovered a crashed alien spacecraft
  under the ice.  Before this discovery the Skorpion
  Commander was a rather timid individual who had
  few goals in life besides living comfortably.  With
  the discovery of the alien craft this all changed as the
  Skorpion Commander became dedicated to using the
  alien technology to make a fortune.  Going AWOL
  from his post and stealing a Navy plane to get the
  alien craft back to civilization, the Skorpion
  Commander soon found he was a wanted man in the
  United States and the high-tech companies he once
  hoped to sell his discovery too were not interested in
  dealing with a wanted criminal.  Frustrated and
  feeling betrayed by a country he had served for ten
  years the Skorpion Commander took the craft and
  disappeared into Africa, using the technology from
  the ship to assist various rebel groups in the region in
  exchange for men, money, and resources.  Over a
  few years he had built both a small army and a good
  reputation for being the man to see for high tech
  weapons with few questions asked.  During this time
  Count Haziz, the Turkish weapons dealer, joined the
  Skorpion Army and helped unravel many of the
  secrets of the alien technology that had still eluded
  the Skorpion Commander.
  Fifteen years ago, having amassed a sizeable fortune,
  political influence in a dozen African nations, and an
  army of several thousand the Skorpion Commander
  used his resources to build a suitable fortress for his
  army.  Not wanting to be tied to any location that
  could eventually be discovered and sieged, the
  Skorpion Commander built a massive flying struc-
  ture using the anti-gravity technology from the
  crashed spacecraft.  Initially the Sky Fortress was
  little more than a flying super structure with cargo
  containers bolted on, over time as his funding and
  resources increased the Skorpion Commander added
  armor plating, weapons, and a fleet of vehicles to the
  Sky Fortress.  It spent its first year of operation in
  Africa destabilizing democracies and helping rebel
  and tribal rulers.  After this successful shakedown
  run the Sky Fortress made its international debut
  attacking the outpost of the South African super-hero
  team the Chosen and destroying two Archangel
  installations in western Africa.  The Skorpion Army
  soon gained international fame as a mercenary army
  for hire and super-villains lined up to acquire the
  services of the Sky Fortress and its crew.  Things
  went well for several months as numerous super-hero
  teams were destroyed and military installations oblit-
  erated, but then the Skorpion Army suffered a humil-
  iating defeat while in the hire of the villain Terrox.
  While the Sky Fortress survived the confrontation, it
  was severely damaged in the battle and spent the
  next three months undergoing repairs.
  Since then the Sky Fortress has been updated with a
  stealth system, allowing it to operate with less fear of
  facing a large scale battle.  The Sky Fortress has
  been involved in several large scale military opera-
  tions since the Terrox debacle, mostly in the hire of
  dictators or super-villains.  Super-hero teams the
  world over would love to take down the Sky Fortress
  permanently, but so far none have been able to do so.
  Recently the Skorpion Commander has grown fed up
  with serving at the beck and call of others and has
  begun using his Skorpion Army to forge his own
  nation in South America, working to destabilize
  several nations there so he can step in and take
  control under the guise of restoring order.  Thus the
  Sky Fortress has been seen several times near South
  America recently, drawing several super-hero teams
  with a grudge to the region.  
  Locale:
  The Sky Fortress has no set locale due to its mobile
  nature, but it is usually hidden in mountainous
  regions or on small islands.  The Sky Fortress only
  lands in remote areas unless it is carrying out a mili-
  tary operation.  The Sky Fortress never approaches
  population areas or regions with complete radar
  coverage, such as the United States, unless absolutely
  required as part of a mission.  Trying to avoid notice,
  the Sky Fortress usually maintains an altitude of at
  least fifty thousand feet or less than one thousand
  feet, trying to fly above or under most radar systems.
  
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  Its stealth fields are powerful, but the Skorpion
  Commander wishes to take no chances.  In an emer-
  gency the Sky Fortress can be submerged in any suit-
  ably large body of water, but this is rarely done as
  the ship is not built to stay submerged for more than
  a few hours at most.  
  Inhabitants:
  The Sky Fortress has a crew of one thousand, one
  hundred twenty eight individuals, most of whom are
  gunners, engineers, and security personnel.  An addi-
  tional five thousand soldiers and pilots are on board
  most of the time, ever ready to charge into battle.
  While the Skorpion Commander spends much of his
  time on the Sky Fortress the Fortress is under the
  direct command of Admiral Scarr, the Skorpion
  Commander’s most trusted officer.  The second in
  command on the Sky Fortress is Count Haziz, the
  Turkish weapons engineer who is responsible for
  designing and overseeing the construction of the Sky
  Fortress.  The head of security on the Sky Fortress is
  the assassin Maelstrom who formerly served as one
  of the Skorpion Commander’s personal bodyguards.
  The ground forces of the Sky Fortress are led by
  Brigadier Edward Steel while the Claw Armor
  Platoon is led by Captain Xaros.  .  
  Admiral Martin
  Scarr
  Admiral Scarr was the sixth in a line of Scarr men to
  reach the title of Admiral in the British Navy.  He
  served with distinction for over thirty years before
  being court-martialed for killing a fellow officer in
  an argument over a woman.  Scarr’s career was
  quickly destroyed and he was sentenced to execution
  for his crime, but before the sentence could be
  carried out the Skorpion Commander broke into the
  prison Scarr was being kept in and released him on
  the condition that Scarr serve in the Skorpion Army.
  Feeling betrayed by his country Scarr agreed to this
  and became the commander of the Skorpion
  Commander’s first and only naval vessel, a destroyer
  called the Black Sun.  Over time Scarr proved his
  worth to the Skorpion army in numerous conflicts,
  even taking down several members of the Sentinels
  in one battle in the North Atlantic by hitting them
  with cruise missiles.  For his inventiveness, cunning,
  and loyalty Scarr was promoted to Admiral and given
  command of the Sky Fortress as soon as it was air
  worthy, making him the second most powerful
  member of the Skorpion Army after the Skorpion
  Commander.  
  Since then Admiral Scarr has continued to prove his
  skill as a commander despite the Skorpion Army
  often being hired by less than capable parties and the
  megalomania of the Skorpion Commander.  Admiral
  Scarr in many ways is the rock at the center of the
  Skorpion Army; if it were not for him the organiza-
  tion would not be nearly as powerful as it is today
  and the Skorpion Commander would have long ago
  been assassinated by an ambitious officer.  Admiral
  Scarr could probably take over the organization if he
  wanted to, but likes his current position and prefers
  that the already paranoid Skorpion Commander
  worry about assassins instead of him.  His profes-
  sionalism and competency helps Admiral Scarr get
  along well with Count Haziz, though the Counts
  ambitious nature and fondness of schemes annoys
  Admiral Scarr.  The Count leaves Admiral Scarr out
  of these endeavors for the most part, quickly learning
  the Admiral had little patience for such efforts.  On
  the other hand Admiral Scarr does not like the
  assassin Maelstrom, thinking his presence a sign that
  the Commander does not trust him.  
  Despite being a member of an organization that
  props up Third World dictators and regularly attacks
  civilians, Admiral Scarr is in many ways an old
  school military officer who prefers to keep civilian
  casualties to a minimum and treats enemy officers
  with complete respect.  The Admiral has disobeyed
  the orders of the Skorpion Commander several times
  regarding treatment of civilians and captured oppo-
  nents, but thus far his disobedience has been
  forgotten as soon as the Skorpion Commander
  needed him in combat.  Admiral Scarr considers
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  himself a gentleman and always keeps his word,
  but this should not be regarded as a sign of weak-
  ness.  In combat Admiral Scarr fights to win and
  will use whatever means necessary to achieve
  victory.  
  Quote: “If you surrender you will be treated as is
  proper for officers of an opposing nation.  If you
  do not you will be killed and your bodies burnt to
  dust just to make sure none of you come back from
  the dead.”
  Personality: Polite and professional to a fault,
  even in the heat of combat Admiral Scarr keeps his
  composure, always speaking in level and ordered
  tones.  He is very disciplined and runs his ship
  with ruthless efficiency, expecting all his officers
  to give their best at all times.  Given the less than
  stellar character of many of the soldiers of the
  Skorpion Army, many of whom are criminals or
  deserters, this does not go over well with new
  recruits but the veterans of the Sky Fortress love
  the Admiral for the time he spends whipping the
  crew into shape.  The only thing that makes
  Admiral Scarr angry is ambition getting in the way
  of good sense, something that often frustrates him
  with the Skorpion Commander.  The Admiral is
  very loyal to the Skorpion Commander, but is
  willing to disobey orders in the interest of helping
  the common good of the Skorpion Army.  This atti-
  tude has rubbed off on the Skorpion Commander,
  whose megalomaniacal nature has been reined in
  over the last few years under the influence of
  Admiral Scarr.  It was Scarr who suggested the
  implementation of a scanning procedure before
  taking contracts from super-villains, a practice that
  has served the Skorpion Army very well.  When
  not on duty Admiral Scarr prefers spending his
  time reading or target shooting.  
  Powers & Tactics:  While not very effective on
  his own, while commanding his troops Admiral
  Scarr is a formidable adversary.  Due to the
  bonuses granted to his minions through Fervor and
  Command his forces are able to stand up to more
  powerful forces effectively, especially when
  
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  combined with the Armory power of the Sky
  Fortress.  Because of the Henchman extra on
  Command Admiral Scarr’s bonuses apply to the
  soldiers under his command who are not minions,
  which is most of the Sky Fortress crew.  This
  means when Admiral Scarr gives the call to battle
  stations the crew’s will is hardened and enemies
  will have a very hard time affecting the minds of
  the crew of the Sky Fortress.  
  When commanding the Sky Fortress in combat
  Admiral Scarr usually does most of his fighting
  using the Tarantula fighters that are based out of
  the Sky Fortress, preferring to keep the Fortress
  itself out of the thick of combat unless its presence
  is needed.  During such operations Admiral Scarr
  is always on the bridge directing the battle.  If
  faced in personal combat Admiral Scarr relies on
  his Skorpion Army laser sidearm and ties to stall
  his enemies until help can arrive.  
  Appearance: Admiral Scarr is a handsome man in
  his early fifties with a full head of graying hair and
  skin darkly tanned and weathered from many years
  at sea.  His eyes are a pale gray color that gives the
  impression that he is always looking directly
  behind the person he is speaking to.  Despite
  shaving every morning his face is nearly always
  showing a five o’clock shadow, most of which has
  turned gray as well but some flecks of black hair
  remain.  Admiral Scarr always wears his Skorpion
  Army uniform in public, which as built in armor
  plating and ballistic mesh.  Always working to set
  a good example for his troops, Admiral Scarr
  always keeps himself and his uniform neat and
  clean, his shoes always buffed to a mirror shine.  
  Campaign Use: Admiral Scarr is the Skorpion
  Commander’s right hand man and most effective
  lieutenant and when commanding his forces he can
  be a fearsome adversary.  Admiral Scarr provides
  an excellent villain to give the PCs a good dose of
  minion bashing but still make it interesting due to
  the stat boosts Admiral Scarr’s minions receive.
  The heroes can fight an army of minions, but still
  have the individual minions provide a challenge.
  Also Admiral Scarr provides a voice of reason and an
  enemy that one can actually talk to amongst the
  officer crops of the Skorpion Army, most of would
  rather shoot super heroes than say two words to
  them.  
  Hero Option: Instead of the Skorpion Army being a
  mercenary army bent on power and destruction, it
  could instead be an unaligned beneficent force made
  up of soldiers who were sick of the corruption in
  their homeland’s military.  In this instance the
  Skorpion Army would be a group of wandering
  soldiers looking for a cause to fight, funding their
  operations from the technology gained from the
  crashed alien spacecraft the Skorpion Commander
  found.  In such a situation Admiral Scarr serves in
  much the same position as he does as a villain, only
  with better ideals.
  Alternately the heroes could try and redeem Admiral
  Scarr as he is the only one of the leadership of the
  Skorpion Army with a real sense of honor.  Over
  time the PCs could possibly turn him to their side,
  maybe even helping him stage a mutiny on the Sky
  Fortress so his soldiers can join the side of good and
  take their mobile flying city with them.   
  Admiral Scar: PL 14; Init +4; Defense 19 (15 flat-
  footed); Spd 30 ft.; Atk +6 melee (+1S, punch), +9
  ranged (+12L, laser sidearm); SV Dmg +4, Fort +2,
  Ref +4, Will +7; Str 12, Dex 18, Con 14, Int 18, Wis
  20, Cha 18 
  Skills: Diplomacy +18, Intimidate +18, Knowledge
  (Military Tactics) +12
  Feats: Aerial Combat, Assessment, Evasion,
  Improved Initiative, Inspire, Iron Will, Leadership,
  Minions, Pont Blank Shot, Toughness
  Powers: Command +10 (Extras: Henchmen, Super-
  Charisma; Power: Training; Cost: 50pp), Fervor +5
  (Power Source: Training; Cost: 35pp)
  Weakness: -
  Equipment: Skorpion Army Uniform (Armor +4
  (Extras: Immunity (Suffocation, Radiation, Pressure,
  Cold); Feats (All with Device flaw): Radio
  Broadcast, Radio Hearing, Ultra Hearing,
  Darkvision; Power Source: Super-Science; Cost:
  12pp), Laser Sidearm (Weapon +12 (Power Source:
  Super-Science; Cost: 12pp)
  Captain Jebediah
  Xaros
  Unlike most of the other officers of the Skorpion
  Army Captain Xaros had no previous military expe-
  rience before joining the Skorpion Army.  A child-
  hood prodigy in the fields of robotics and computer
  programming, he was recruited by one of the
  Skorpion Army’s front companies to serve as a
  researcher to help unlock more of the secrets of the
  crashed alien spacecraft.  Xaros figured out in short
  order that he was not working for a normal research
  firm and with some snooping discovered the
  Skorpion Army backed his company.  Instead of
  going to the authorities Xaros saw this as an opportu-
  nity to conduct research without all the annoying
  guidelines created by working within the laws, such
  as limitations on human testing.  Xaros confronted
  his employers directly and after proving his loyalty
  by executing a spy CIA spy within the company he
  was transferred out of the research front company
  and to the core of the Skorpion Army’s Scientific
  Division.
  Here Xaros excelled for several years, but grew
  bored with day after day of research and experi-
  ments.  To this end he started a side project of his
  own that would eventually become the Claw Armor,
  hoping that such a piece of equipment would allow
  him to see some action in the field despite his lack of
  military training.  Before he could really give the suit
  a test run the facility he was building it at was
  attacked by a group of super-heroes led by the Earth
  Guard.  Using the Claw Armor prototype Xaros was
  able to hold off several of the Earth Guard long
  enough for the buildings self destruct to be activated
  and allowed most of the staff to escape.  After
  escaping himself Xaros promoted by the Skorpion
  
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  Commander for his performance and given a large
  research budget to develop more suits of Claw Armor
  with the promise that Xaros would be allowed to
  command the first unit of Claw Armor troops to enter
  the field.
  Four years later Xaros is now the commander of the
  Claw Armor Platoon, made up of twenty eight indi-
  viduals all equipped with the latest model of the
  Claw Armor. Xaros spends as much time tinkering
  with the armor as he does leading his troops, leaving
  many of his duties in the hands of his second in
  command Lieutenant Richards.  Despite this the
  Claw Armor Platoon is very loyal to Xaros, thinking
  that he recognizes his shortfalls as a commander and
  relegating such duties to a more skilled underling
  while in truth Xaros thinks he is a wonderful
  commander and that his men need no more attention
  than he gives them.  Xaros is a very effective combat
  in his suit of Claw Armor, more due to his knowl-
  edge of how the suit functions than actual combat
  ability.  Xaros has faded from being the Skorpion
  Commander’s favorite underling now that Brigadier
  Steel is on the scene so Xaros has been looking for
  ways to embarrass the Brigadier or get him kicked
  out of the Skorpion Army completely.  Xaros has
  little interaction with most of the other officers, but
  considers Admiral Scarr an old coot who is too old
  fashioned to be an effective leader.  The only other
  member of the senior staff Xaros gets along with is
  Count Haziz, mainly due to the count’s expertise in
  weapon systems.  
  Quote: You can’t honestly think your mutant magic
  mumbo-jumbo can beat something powered by
  science.”
  Personality: Arrogant and self absorbed, Captain
  Xaros is certain the world revolve around him
  because with his intelligence, how could it not?
  Xaros considers everyone around him an idiot and
  someone to be used to his own ends, even the
  Skorpion Commander, but has learned to hide these
  ideas from his superiors in the Skorpion Army as
  they do not have patience for such uppity behavior.
  The slack cut Xaros because of his intelligence and
  ability has shrunk even more as is star was eclipsed
  by Brigadier Steel, causing him to curtail some of his
  more annoying and flamboyant behavior.  Xaros is
  losing some of his arrogance and swagger with each
  passing day, fearing that sometime soon Maelstrom
  will be sent to end his career.  If he does not manage
  to get back in the good graces of the Skorpion
  Commander soon he may consider deserting the
  Skorpion Army, but leaving the Skorpion Army in
  anything other than a body bag is difficult at best.  
  Powers & Tactics:  While inside his suit of Claw
  Armor Xaros is calm, confident, and a capable
  combatant, but outside of his armor he is a total
  coward.  When faced with violence without his
  armor to hide behind Xaros tends to plead and
  whine, begging for his life at every opportunity.
  Despite this display of cowardice Xaros will take
  risks to summon help, sounding the alarm on the Sky
  Fortress as soon as he is able.  
  When inside his Claw Armor Xaros usually has
  several of his soldier backing, which he tries to use
  to his best advantage.  Xaros prefers to blast away
  with his laser cannon instead of entering close
  combat, but tends to send his men into close quarters
  combat when he feels threatened to keep the enemy
  off of him.  Xaros knows he is a betters shot at range
  than he is a melee fighter so he tries to play to his
  strength.  Fearful of losing his precious suits Xaros
  tends to call retreats sooner than the Skorpion
  Commander of Admiral Scarr would prefer, having
  little understanding of acceptable loses when it
  involves his creations.  Xaros is perfectly willing to
  sacrifice men, but not his precious machines.  
  Appearance: A frail looking man in his late twen-
  ties, when outside of his armor Xaros wears loose
  fitting overalls or slacks and a button up shirt, never
  really going for the black and red uniforms of the
  Skorpion Army.  Xaros wears a pair of gold rimmed
  glasses that have cracked lenses, but he keeps them
  nonetheless because he thinks they are a good luck
  charm.  
  The Claw Armor is a humanoid suit of armor seven
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  feet tall that is covered in armor plating and
  painted black with red highlights.  The armor has a
  large jetpack mounted on its back and a laser
  cannon on its right armor.  The face plate of the
  armor is a reflective steel plate, making it impos-
  sible to see any of the wearer’s features or even
  tell where he is looking.  Xaros has started
  painting small masks on his armor for each super-
  hero he has defeated in combat, but he has a habit
  of claiming kills made by his men.
  Campaign Use: A named henchman of the
  Skorpion Commander, Captain Xaros gives the
  heroes a name and a personality to build a grudge
  against while taking on dozens of Skorpion Army
  minions.  Xaros makes an excellent reoccurring
  villain for the PCs to encounter when they face the
  Skorpion Army and provides a good combat-heavy
  enemy for low and mid level PCs not yet ready to
  tangle with Maelstrom.  Most of the command
  staff of the Skorpion Army draw most of their
  power from their minions, so Captain Xaros can be
  an exception to that rule and give the PCs a high
  ranking member of the Skorpion Army to beat on
  while they work their way up the chain of
  command.  
  Also while most of the Skorpion Army officer
  corps stays close to the Sky Fortress, Captain
  Xaros and his men often operate alone in the field
  and can pop up anywhere causing mischief.  If the
  PCs have repeatedly caused problems for the
  Skorpion Army Captain Xaros is likely to be sent
  to deal with them before Maelstrom is assigned the
  job.  
  Hero Option: Instead of being a willing member
  of the Skorpion Army Captain Xaros has been
  kidnapped and forced to join because of threats
  made to his family.  Under these conditions he was
  forced to design and build the Claw Armor.
  Eventually his anger overpowered his fear and he
  began acting like he had decided to be loyal to the
  Skorpion Army, working his way up their ranks so
  he could be tray them at the right second and bring
  the whole structure down.  He now waits to make
  
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  contact with the right group of super-heroes who
  have the skills to topple the corrupt mercenary
  army.  
  Captain Xaros: PL 11; Init +1; Defense 20 (20
  flat-footed); Spd 30 ft.; Atk +5 melee (+8S,
  punch), +7 ranged (+8L, energy blast); SV Dmg
  +0, Fort +0, Ref +6, Will +2; Str 10, Dex 12, Con
  10, Int 20, Wis 14, Cha 8 
  Skills: Computers +17, Craft (Power Armor) +18,
  Pilot +8, Repair +17, Science (Physics) +17
  Feats: Aerial Combat, Attack Focus (Energy
  Blast), Point Blank Shot
  Powers: Super Intelligence +10 (Source: Training;
  Cost: 20pp)
  Weakness: -
  Equipment: Claw Armor (Armor +8 (Extras:
  Combat Sense +6, Super Strength, Super Dexterity
  +5, Energy Blast (Laser), Flight, Immunity
  (Disease, Energy (Heat, Cold, Radiation),
  Suffocation, Poison, Pressure, Suffocation), Super
  Flight; Power Stunts: Paralysis, Snare; Feats
  (With Device Flaw): Radio Broadcast, Radio
  Hearing; Source: Super-Science; Cost: 91pp), 
  Xaros’s Claw Armor is slightly different than
  normal due to the fact he is a better pilot than
  most of the Claw Armor soldiers.  Below are the
  stats for most of the Claw Armor soldiers, which
  may benefit from the Skorpion Commander’s or
  Admiral Scarr’s Command and Fervor powers at
  the gamemaster’s discretion.  
  Claw Armor Soldier: PL 9; Init +3; Defense 17
  (14 flat-footed); Spd 30 ft.; Atk +9 melee (+11S,
  punch), +9 ranged (+8L, energy blast); SV Dmg
  +3, Fort +3, Ref +3, Will +2; Str 16, Dex 16, Con
  16, Int 12, Wis 14, Cha 10
  Skills: Profession (Soldier) +6, Spot +6, Survival
  +3
  Feats: Aerial Combat, Point Blank Shot, Rapid
  Shot
  Powers: -
  Weakness: -
  Equipment: Claw Armor (Armor +8 (Extras: Super
  Strength, Energy Blast (Laser), Flight, Immunity
  (Disease, Energy (Heat, Cold, Radiation),
  Suffocation, Poison, Pressure, Suffocation), Super
  Flight; Power Stunts: Paralysis, Snare; Feats (With
  Device Flaw): Radio Broadcast, Radio Hearing;
  Source: Super-Science; Cost: 70 pp), 
  Brigadier
  Edward Steel
  One of the newer members of the Skorpion Army
  officer corps, Brigadier Steel has quickly proved his
  worth and earned a series of quick promotions.
  Originally a member of the United States Army, after
  leaving the Army he was hired by the CIA to take
  part in covert operations that required a bit of muscle
  to complete.  While on a intelligence gathering
  mission in the Middle East, Steel was given permis-
  sion from his superiors to capture and torture civil-
  ians in order to get information out of them, which
  he did in short order.  Shortly thereafter reports of
  the torture reached the Senate Intelligence Oversight
  Committee through unknown channels and Steel was
  quickly written off by his superiors and all records of
  his orders were destroyed, laying the blame squarely
  on Steel for the entire incident.  On assignment in
  North Korea at the time, when Steel was recovered
  from the field he was arrested immediately.  He
  managed to overcome the troops sent to bring him in
  and escape, becoming a mercenary soldier available
  to whomever would pay his fee.  
  After a few short months of guarding politics and
  helping mine blood diamonds in Africa Steel was
  hired by the Skorpion Army to serve in one of the
  prototype Claw Armor units.  Steel distinguished
  himself quickly as a leader and a competent strate-
  gist, earning him command of the first Claw Armor
  platoon to enter active duty.  While in command of
  this unit Steel helped fight of an attack from the
  Science Soldiers against the Sky Fortress in order to
  recover a kidnapped member of the Science Soldiers,
  N5.  During the attack Steel personally saved the
  Skorpion Commander from being captured by Jack
  Steel (who it turns out is Edward Steel’s uncle) and
  the Ricochet Rocketeer.  This got Edward Steel a
  promotion to Brigadier and command of all the
  ground forces on board the Sky Fortress, which
  number several thousand.
  Since his promotion Steel has spent his time whip-
  ping the troops into shape and training the min every
  conceivable environment the Sky Fortress can reach,
  including space maneuvers like boarding other
  spacecraft.  Steel has concentrated his efforts on
  urban and space environments, thinking the battles of
  the future will likely be fought in one of these two
  places.  Steel’s quick promotion has angered some of
  the other long time officers in the Skorpion Army
  and the men do not care for him overly much either.
  While Admiral Scarr treats his men with harsh but
  fair discipline, Brigadier Steel seems more like a
  masochist who enjoys tormenting his men.  Steel has
  little concern for his men and simply sees them as
  tools to use in order to meet objectives, but he sees
  most of humanity that way.  Steel may evolve into a
  good commander given time, but the men under is
  command may not have that long.  The main reason
  Steel has not already been removed from command
  is because he is the Skorpion Commander’s current
  golden boy who can do no wrong, but as soon as a
  new favorite appears Steel is in trouble.   The
  Brigadier has come to realize this and has begun
  rooting out any possible rivals from his troops,
  demoting them and running them out of the Skorpion
  Army when possible.  This has left him with an
  officer corps of incompetent yes-men, something that
  will likely come into view in the Skorpion Army’s
  next major engagement.  Admiral Scarr detests
  Brigadier steel, thinking him a simple thug in a
  uniform and looks forward to the day he can be
  thrown off the Sky Fortress.  Maelstrom also does
  not like Scarr, feeling he is a waste of the Skorpion
  Army’s resources.  
  
  headquarters & Hideouts 2
  Quote: “Kill them all and burn their bodies.  We
  don’t have time to play nice with civilians.”
  Personality: Edward Steel joined the armed forces
  so he could hurt people in some way that was gener-
  ally thought of as being acceptable.  Intelligent
  enough to fake his way through most psych tests, he
  thought he had found his perfect job as a CIA killer,
  but now he feels his true calling is as an officer in
  the Skorpion Army.  Steel is pushy and arrogant,
  especially with his soldiers, but is completely cool in
  combat and usually can come up with a good plan of
  action.  If he instilled any loyalty in his troops this
  would make him a good leader, but most of his
  troops have thought at least once about pushing him
  off the deck of the Sky Fortress and claiming it was a
  gust of wind.  Steel prefers being told he is right
  more than being told what is the truth, leading to his
  being largely unable to take criticism constructively
  and a stubborn refusal to change his plans once his
  course is set.
  Powers & Tactics:  Despite being a leader of several
  thousand soldiers and having at his command dozens
  of attack craft, Brigadier Steel likes getting his hands
  dirty.  Something of a holdover from his days as a
  CIA hit man, ht prefers carrying out assassination
  missions personally.  His preferred methods are using
  his laser rifle at extreme range or getting up close
  and using his energy knife.  Brigadier Steel always
  loves being in the middle of battle alongside his
  troops, but this often hampers his ability to give
  orders and get a complete view of what is happening
  on the battlefield.  Steel jumps at any opportunity to
  face super-powered individuals in combat, always
  eager to prove his mettle against so called heroes.
  While Steel will use vehicles when appropriate, he
  prefers to ride in the open sitting in an open hatch
  firing at any enemy that presents themselves rather
  than be cooped up in the claustrophobic interior of an
  armored vehicle.  
  Appearance: A hale and hearty man in his mid thir-
  ties, Brigadier Steel always wears either his dress
  uniform or his Skorpion Army combat uniform.  He
  has had both uniforms custom tailored to fit him
  tightly to show off his physique.  He always carries
  his energy knife with him on his belt, but deactivated
  it looks like little more than a cell phone or PDA.
  He carries his laser rifle whenever he wears his
  combat uniform, usually a sign he is expecting
  trouble.  Steel needs reading glasses, but refuses to
  wear them in public and instead carries them in his
  pockets and only puts them on discreetly when he
  has too.  
  Campaign Use: Like Captain Xaros, Brigadier Steel
  provides an excellent mid and low level enemy
  within the Skorpion Army for the PCs to face.  He
  relies on minions more so than Captain Xaros, but
  his minions have no special stat boosts from his lead-
  ership, making them noticeably weaker than those
  under the command of the Skorpion Commander or
  Admiral Scarr.  While Brigadier Steel works closely
  with his troops when expecting a large scale
  confrontation, he prefers doing things alone, meaning
  he may ambush the PCs alone if he thinks he can set
  up an effective trap.  
  Hero Option: Instead of being a member of the
  Skorpion Army Brigadier Steel could instead still be
  a member of the CIA doing something a little more
  benevolent than assassinating people, such as acting
  as a body guard.  Alternately if the Skorpion Army
  itself is not a villainous organization he could still
  serve as the ground commander, though giving him
  more leadership abilities may help with this since he
  is unlikely to be such masochistic leader.   
  Brigadier Edward Steel: PL 12; Init +8; Defense 22
  (22 flat-footed); Spd 30 ft.; Atk +12 melee (+16L,
  energy knife), +12 ranged (+12L, laser sidearm); SV
  Dmg +6, Fort +6, Ref +6, Will +4; Str 18, Dex 18,
  Con 18, Int 12, Wis 14, Cha 12 
  Skills: Drive +10, Gather Information +8, Intimidate
  +9, Knowledge (Military Tactics) +5, Pilot +10,
  Repair +5, Sense Motive +4
  Feats: Accurate Attack, All-Out Attack, Blind Fight,
  Dodge, Expertise, Great Fortitude, Improved
  Initiative, Instant Stand, Lightning Reflexes,
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  Minions, Move-By Attack, Point Blank Shot,
  Power Attack, Precise Shot, Quick Draw, Rapid
  Shot, Toughness, Track
  Powers: Combat Sense +4 (Source: Training;
  Cost: 4pp)
  Weakness: -
  Equipment: Laser Rifle (Weapon +12 (Power
  Stunt: Penetrating Attack; Source: Super-Science;
  Cost: 14pp), Combat Uniform (Armor +6 (Feats
  (All with Device flaw): Darkvision, Radio
  Broadcast, Radio Hearing; Source: Super-Science;
  Cost: 9pp), Energy Sword (Weapon +12 (Power
  Stunts: Penetrating Attack; Source: Super Science;
  Cost: 15pp)
  Count Haziz
  Count Abdur Haziz comes from a long line of
  Turkish merchants that claim to date back to the
  Crusades, selling weapons and armor to both
  Christians and Muslims.  His family has remained
  in the weapons trade ever since, selling weapons to
  Napoleon, Hitler, and Stalin in their days.  The
  wealth gained allowed the family to purchase lands
  in Turkey, claiming noble title through the owner-
  ship of their immense estates and supporting the
  various governments to come through Turkey to
  make sure their claims were not disputed.  The
  Haziz family has managed to avoid becoming
  wrapped up in the conflicts their clients are
  involved in, but to secure against disgruntled
  clients coming after them they created a small but
  well trained and dedicated cadre of bodyguards, all
  of which are chosen from the elite military forces
  of Europe.  For centuries the Haziz family was
  content making their wealth separate from their
  client interests, but Abdur Haziz changed all that.  
  With the change of warfare in the 20th century
  conflicts became not battles between nations but
  battles between ethnic and religious groups, few of
  which the Haziz family felt comfortable dealing
  with.  In the face of shrinking sales and increasing
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  pressure from some nations to stop selling arms to
  some of their biggest clients such as Iran, the new
  head of the Haziz family, Abdur Haziz, made a
  bold move that changed the history of the family
  forever.  After hearing of the alien technology
  found by the Skorpion Commander, Count Abdur
  Haziz contacted the Skorpion Commander about
  forming an alliance; Count Haziz would allow the
  Skorpion Commander access to his family’s
  resources and technical expertise in exchange for
  sharing in whatever secrets the technology reveals.
  The two formed an unsteady if profitable relation-
  ship and Count Haziz constructed a number of
  facilities away from his family holdings to avoid
  suspicion, creating a network of bases that would
  later serve as the core of the Skorpion Army.  After
  the Skorpion Commander began his military oper-
  ations Count Haziz became the primary supplier
  for the Skorpion Army, not realizing that this
  would tie him inextricably to the Skorpion
  Commander and his fate.  When the Skorpion
  Army began developing its reputation as a military
  power it soon became apparent that its weapons
  were mostly coming from the Haziz family, which
  led to many nations condemning the Haziz family
  for dealing with such a lawless group and
  canceling their contracts.  Also most of the
  family’s land in Turkey was seized, but most of
  their valuable assets and fortune has been evacu-
  ated to their other bases around the world.  Count
  Haziz did not foresee this turn of events, but now
  feels the only way he can restore his family
  fortunes is to tie himself completely to the
  Skorpion Army, hoping that as it finds success so
  will he.  
  Since making this decision Count Haziz has
  become one of the core members of the Skorpion
  Army leadership due to his intelligence, charisma,
  and technical expertise.  Count Haziz designed the
  Sky Fortress and knows its working better than
  anyone else, making him a valuable asset to the
  Skorpion Commander.  Count Haziz has occasion-
  ally challenged the Skorpion Commander for lead-
  ership of the Skorpion Army, but has thus far not
  succeeded.  Luckily for Count Haziz his technical
  knowledge and contacts make him too useful to kill
  outright, so for now he is safe despite his mutinous
  past.  All of the officers of the Skorpion Army are
  just waiting though for him to make another grab for
  power.  
  Quote: “You cannot refuse to sell us arms.  As of this
  morning I purchased a controlling interest in your
  company.  You are going to sell us everything we ask
  for, at cost.”
  Personality: Count Haziz is a thoroughly profes-
  sional scientist and salesman who is easily blinded
  by large amounts of money.  His greed for both
  money and power knows few limits, but he has
  become cognizant of this flaw since losing his home
  after helping the Skorpion Army.  He has tried to
  combat his greedy nature, but only with limited
  success, hence is continued attempts to take control
  of the Skorpion Army.  In addition Count Haziz is
  extremely paranoid and trusts very few people.
  Amongst the senior staff of the Skorpion Army he
  only trusts Admiral Scarr because he knows exactly
  where Scarr’s loyalties lay and Scarr, at his heart, is
  very predictable.  Despite these flaws Count Haziz is
  a savvy business man, very knowledgeable in the
  world of high finance and international weapons
  sealers.  He knows almost every major arms dealer
  on every continent and more than a few government
  officials from his past as a gun runner.  
  Powers & Tactics:  Count Haziz is confident any
  violent situation can be defused with sufficient diplo-
  macy, cunning, and bribery.  He will try and
  persuade any attackers that leaving him alone is more
  profitable in the long run, even amidst a hail of
  bullets. Count Haziz does not cow easily and faces
  certain death with little interest, sure that somehow
  he can talk his way out of trouble.  If for some
  reason he cannot talk his way out of trouble or is
  faced with enemies that do not respond to conversa-
  tion, such as robots, he pulls out his experimental
  plasma pistol and gets to blasting.  Count Haziz
  always wears outfits made out of special high-tech
  materials that make his clothes the equal in protec-
  tion of a suit of power armor.  
  Appearance: Count Haziz is a man of mixed
  heritage, carrying Arabic, Turkish, Russian, and
  Serbian blood.  His features and hair are dark, though
  his hair is starting to turn gray.  Count Haziz looks to
  be in his mid thirties, but in reality is closer to fifty
  years of age.  Remarkably fit for his age, Count
  Haziz always wears expensive clothes appropriate to
  the situation, but favors Italian suits given the option.
  Count Haziz is a social chameleon who can easily
  blend in with almost any crowd of people.  At all
  Count Haziz wears a complex hood/face mask
  combination that is a hereditary costume of his
  family from back when they had to hide their faces
  when selling weapons to protect their identities.  
  Campaign Use: The top mover and shaker of the
  Skorpion Army behind the Skorpion Commander,
  Count Haziz provides both another enemy in the
  Skorpion army for the heroes to best but also a voice
  of dissension amongst the ranks of the Skorpion
  Army.  Count Haziz regularly plots to overthrow the
  Skorpion Commander and is more than willing to
  pull outside parties into his struggles.  If the heroes
  are every captured by the Skorpion Army, Count
  Haziz may very well offer them a shot at freedom in
  exchange for them helping Count Haziz overthrow
  the Skorpion Commander.  Of course if any of these
  plans go awry the PCs will be left holding the bag
  and Count Haziz will deny everything.  
  Hero Option: As a hero Count Haziz works well as
  a shady contact that heroes can turn to for informa-
  tion on what super-villains are buying what
  doomsday weapons these days.  Sure, he sells
  weapons to the bad guys, but everyone got to make a
  living.  A rogue and a scoundrel, he can be an invalu-
  able asset in hunting down super weapons as long as
  the PCs convince him its in his best interest.  
  Count Haziz: PL 15; Init +3; Defense 19 (16 flat-
  footed); Spd 30 ft.; Atk +6 melee (+1S, punch), +8
  ranged (+14L, plasma pistol); SV Dmg +1, Fort +1,
  Ref +5, Will +15; Str 12, Dex 16, Con 12, Int 20,
  Wis 16, Cha 18 
  
  headquarters & Hideouts 2
  Skills: Bluff +14, Diplomacy +16, Gather
  Information +14, Intimidate +14, Sense Motive +14,
  Repair +15, Science (Alien Tech) +15, Science
  (Weaponry) +17, 
  Feats: Connected, Iron Will, Lightning Reflexes
  Powers: Gadgets +14 (Source: Super-Science; Cost:
  14pp), Super-Intelligence +8 (Extra: Super Wisdom,
  Super-Charisma; Source: Training; Cost: 34pp),
  Super Science +8 (Source: Super-Science; Cost:
  48pp)
  Weakness: -
  Equipment: Armored Clothes (Armor +10 (Extras:
  Subtle; Source: Super-Science; Cost: 20pp)), Plasma
  Pistol (Weapon +14 (Source: Super-Science; Cost:
  14pp), 
  Maelstrom
  Few know much about the assassin Maelstrom.
  Even the other senior officers of the Skorpion Army
  only know that he has loyally served the Skorpion
  Commander as a body guard, assassin, and security
  chief for ten years, slaying countless enemies of the
  Skorpion Commander in that time.  No one has seen
  Maelstrom with his mask off, making even his
  ethnicity unknown.  The Skorpion Commander has
  done nothing to dispel this lingering mystery around
  his prime assassin, feeling that it helps increase
  Maelstrom’s mystique and the terror he causes.
  While everyone has their theories, so far no one ahs
  even come close to the truth.
  Maelstrom was created ten years ago using genetic
  engineer technology take from the ship buried
  beneath the Antarctic ice.  The ship was an earlier
  version of the same ship that created the people of
  Mesaran, but this version was supposed to introduce
  genetically engineered creatures into the Earth’s
  ecosystem that could dominate the world and prepare
  it for eventual colonization.  Unfortunately the ship
  crashed in the Antarctic and the genetic material
  carried in it was never successfully released.  This
  material and technology was later used by the
  Skorpion Commander to create Maelstrom and even-
  tually to instill powers into members of the Skorpion
  Venom Strike Force.  Unfortunately while Maelstrom
  is the most successful product of this technology so
  far, many soldiers have lost their lives to terrible, life
  ending mutations while under going genetic therapy
  to gain powers and join the Venom Strike Force.
  Despite these setbacks the genetic manipulations
  continue, the Skorpion Commander finding the
  losses acceptable.  The Skorpion Commander hopes
  to be able to master the genetic engineering tech-
  nology in the next few years and make an army of
  Maelstroms.  
  Maelstrom himself is almost an automaton with little
  independent thought besides cunning used to carry
  out his missions.  Maelstrom was created as a blank
  slate able to pick up any type of training with
  amazing speed, but he has no real opinions,
  emotions, or thoughts of his own.  Instead he simply
  takes whatever the opinions of the Skorpion
  Commander are as his own.  Maelstrom does not
  have the capacity to feel emotions as strongly as
  normal humans, making him the perfect cold hearted
  killing machine.  This makes him a good body guard
  and assassin, but his performance as head of security
  on the Sky Fortress has not been stellar.  The
  Skorpion Commander hoped that exposure to a
  command situation would prepare Maelstrom for
  training the next generation of genetic creations, but
  so far the experiment has not been very successful.
  Maelstrom spends most of his days patrolling the
  Sky Fortress making sure everything is secure
  personally, not comfortable giving orders to others.
  He is a follower, not a leader.  Only when assigned
  an assassination mission does he show any real signs
  of independent thought or creativity, and he seems to
  enjoy such assignments immensely. 
  Quote: “Stop or die.”
  Personality: Maelstrom doesn’t have much of a
  personality to speak of.  He rarely talks, even when
  spoken to, and follows the Skorpion Commander’s
  orders without question or comment.  Other officers
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  who try to engage him in conversation usually
  receive a blank stare in response.  Maelstrom is
  curious about how things work, such as machines
  or computers, but prefers to figure these things out
  on his own rather than be shown by others.  Given
  the choice Maelstrom would probably prefer to not
  have to interact with human beings at all.  
  Powers & Tactics:  Confident of his combat abili-
  ties, Maelstrom prefers to engage in close combat
  with as many enemies as possible as quickly as
  possible.  Armed with his energy sword he can do
  a substantial amount of damage against most oppo-
  nents and uses his plasma shuriken for ranged
  opponents.  If faced with overwhelming force
  Maelstrom will retreat and snipe at his enemies
  from behind cover, using the Blending power of
  his armor to disappear quickly after attacking.
  Maelstrom does not have much variety in his
  attack options, so if they do not succeed after
  repeated attempts he will try and contact the
  Skorpion Commander to arrange some other type
  of weaponry.  
  Appearance: Maelstrom always wears a suit of
  Skorpion Infiltration Armor, which is similar in
  appearance to a wetsuit with armor plating
  attached.  The Infiltration Armor covers
  Maelstrom’s face completely and hides most of his
  distinguishing features.  Most suits of Infiltration
  Armor are the standard colors of the Skorpion
  Army, black and red, but Maelstrom’s suit is
  almost completely gray.  The suit is always in the
  highest state of repair and never has dirt on it
  besides the occasional blood splatter.  Beneath this
  suit of armor Maelstrom looks like a very normal,
  nondescript person who most people would prob-
  ably describe as goofy or mousey looking.  This
  lack of a fearsome appearance is the reason that
  the Skorpion Commander keeps him covered up all
  the time and even starts rumors about how horribly
  disfigured Maelstrom is under his mask.
  Campaign Use: Of the more powerful members of
  the senior members of the Skorpion Army,
  Maelstrom is the most directly combative.  He can
  
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  headquarters & Hideouts 2
  provide an excellent direct threat for PCs who are
  tired of hacking through Skorpion Army minions,
  especially if the PCs have attracted the notice of
  the Skorpion Army in an unfavorable way.  Also if
  the heroes storm the Sky Fortress Maelstrom is
  likely to be the biggest direct threat amongst the
  NPCs on board.
  Hero Option: Instead of becoming the Skorpion
  Commanders pet killing machine Maelstrom
  throws off his programming and breaks away from
  the Skorpion Army, becoming a super-hero who
  spends much of his time trying to take down the
  Skorpion Army.  In such a case Maelstrom would
  provide an excellent ally to PCs fighting the
  Skorpion army, able to supply PCs with base loca-
  tions, information on their technology, and strate-
  gies commonly used by the Skorpion army.
  Heroes who ally with Maelstrom will probably
  have to spend a lot of effort keeping him alive
  because the Skorpion Commander would not take
  his desertion lightly.  
  Maelstrom: PL 16; Init +11; Defense 31 (31 flat-
  footed); Spd 30 ft.; Atk +17 melee (+21L, energy
  sword), +18 ranged (+16L, plasma shuriken); SV
  Dmg +11, Fort +11, Ref +11, Will +2; Str 18, Dex
  20, Con 20, Int 12, Wis 14, Cha 4 
  Skills: Hide +13, Move Silently +13
  Feats: All Around Sight, Darkvision, See
  Invisibility, True Sight, Ultra-Hearing
  Powers: Regeneration +10 (Source: Alien; Cost:
  20pp), Super Strength +6 (Extras: Combat Sense
  +11, Super-Constitution, Super-Dexterity; Power
  Source: Alien; Cost: 71pp)
  Weakness: Disturbing, Unusual Metabolism
  (Special nutritional paste)
  Equipment: Skorpion Infiltration Uniform (Armor
  +10 (Extras: Blending, Mental Protection; Source:
  Super-Science; Cost: 40pp)), Energy Sword
  (Weapon +10 (Source: Super Science; Cost:
  10pp)), Plasma Shuriken (Weapon +16 (Power
  Stunt: Snare; Source: Super-Science; Cost: 18pp))
  Mr. Grim, Leader
  of the Skorpion
  Army’s Venom
  Strike Force
  Mr. Grim was considered by most super-heroes and
  super-villains to be, at best, a B-grade villain who
  got lucky once in taking down Center of the
  Sentinels and never let anyone forget it for years,
  despite rarely winning a battle since.  Mr. Grim went
  from being a super-villain to working as a henchmen
  for other super-villains, eventually being demoted to
  little more than a henchman or minion such was his
  success record.  Now after signing on with the
  Skorpion Army Mr. Grim has been reequipped,
  received new training, and has become a force to be
  reckoned with.  Under his command the Venom
  Strike Force even beat the Earth Guard and Mr. Grim
  has gone from being a joke to being a fearsome foe
  respected in the villain community for his profes-
  sionalism and proficiency.
  Mr. Grim’s powers came from feasting on the
  remains of an ancient dead god who Mr. Grim had
  discovered in the Rocky Mountains fifteen years ago.
  The ancient god, his name long forgotten from the
  minds of mortal man, died from lack of worshippers
  after the rise of other faiths that attracted followers
  more easily than a pantheon led by a bitter and angry
  god of death.  Mr. Grim found the body quite by
  accident while on a camping trip, and at the time it
  looked like little more than an animal that had been
  messily slain recently and left in the open.  Mr.
  Grim, then known as Jeremy Stevens, camped near
  the pile of fetid meat, not stopping to think that a pile
  of meat may attract wild animals to the area.  In the
  middle of the night Jeremy awoke to find himself
  eating the disgusting meat with his bare hands, his
  face covered in blood and gore.  Several wolves
  watched from nearby, growling but Jeremy paid them
  on heed until they leapt to the attack.  In the panic
  and anger that followed Jeremy Stevens was forever
  lost and replaced by the dark and angry Mr. Grim, a
  some last fragment of a god long dead.  
  Mr. Grim had trouble escaping the mountains he was
  born in due to the interference of a local nature spirit
  Uresla, the same spirit who sent the wolves to try
  and kill Mr. Grim before he had tasted the dead god’s
  flesh.  Eventually Mr. Grim escaped after killing
  Uresla and set about the task of restoring worship to
  the dead god, but reviving ancient religions require
  money and resources.  Also after viewing the
  celebrity given on criminals and super-villains in the
  modern world Mr. Grim quickly decided the best
  way to revive his dark master was become a super-
  villain.  He would steal the resources to necessary to
  create the Church of the Fallen Patriarch while using
  his fame as a super-villain to bring the easily influ-
  enced into his new cult.  Unfortunately Mr. Grim
  found being a super-villain more difficult that he had
  initially thought and after an initial success after the
  Sentinels he continued to be beaten time again until
  he was even defeated by I-Team.  Mr. Grim was on
  the verge of sacrificing himself to return his mystic
  powers to his dark god master, but then received an
  offer from the Skorpion Army to join their new
  super-villain unit.  Having few other options Mr.
  Grim agreed quickly and was whisked away to a
  Skorpion Army training center.
  A year later Mr. Grim reappeared on the super-villain
  scene with a new costume, new gadgets, new confi-
  dence, teammates, and having left the dead god of
  the mountains behind him.  Now Mr. Grim serve
  only his own wallet and the Skorpion Army, tired of
  chasing after the desires of some being from the
  dawn of human history.  This decision does not seem
  to have impacted Mr. Grim’s powers at all and
  thanks to the Skorpion Army’s training Mr. Grim as
  much better control of his powers than he ever did
  previously.  That, combined with a number of high-
  tech devices, has turned Mr. Grim into a super-villain
  worthy of respect.  Under his direction the Venom
  Strike Force has had a good success rate against
  super-heroes which is by no means perfect but is
  good enough that many other villain teams would be
  
  headquarters & Hideouts 2
  envious of their achievements.  
  Quote: “No, you mistake one who was once a fool
  for I, who is a god incarnate gifted with powers of
  science.  You cannot best me.”
  Personality: On the surface Mr. Grim is a confident
  and professional individual who rarely gives into ego
  or grandstanding, preferring to get the mission
  accomplished and get out before any heroes show up
  to ruin the operation.  Underneath this he has deep
  seated self esteem issues due to his past failures and
  he is concerned that he will fail a mission and return
  to his old losing ways.  This side of Mr. Grim’s
  personality rarely shows through, though if a mission
  goes seriously wrong he may panic and begin overre-
  acting to everything around him.  Mr. Grim ahs left
  the dead god behind him completely now, but occa-
  sionally feels it tugging at his psyche for him to get
  back to getting the god new worshippers.  Mr. Grim
  usually responds to this by verbally assaulting the
  dead god until it stops, but this practice at yelling at
  nothing has gotten him a reputation of being slightly
  deranged.  
  Powers & Tactics:  While Mr. Grim used to charge
  blindly into any combat situation and quickly find
  himself over his head, now Mr. Grim is much more
  cautious.  When possibly he sends one of his dark-
  ness creatures to scout out areas ahead of him and
  overwhelms any enemies found there with a number
  of his shadow creatures, avoiding direct combat
  himself.  Mr. Grim prefers to stay in the back of
  fights away from the front line so he can more easily
  concentrate on his shadow creatures while also
  giving orders to the Venom Strike Force.  While this
  initially caused some rumbling among the ranks of
  the Strike Force, Mr. Grim has proven himself a
  capable leader and has shown that he is perfectly
  willing to enter the front lines and blast away with
  his comrades.  Mr. Grim is the most powerful
  member of the Strike Force and has thus cowed or
  beat down every attempt to usurp his position.  When
  confronted in close combat Mr. Grim uses the
  Obscure power of Darkness Mastery to confuse his
  opponent and then blast away him in the darkness
  since Mr. Grim is immune to his own darkness
  powers. 
  Appearance: Mr. Grim almost always wears the new
  suit of body armor the Skorpion Army has given
  him, rarely showing his face to anyone but the senior
  officers.  This is because Mr. Grim looks like he is a
  withered husk under his costume, a side effect of his
  powers.  Others find his appearance very disturbing
  and he generally avoids showing it to allies, but has
  no problem inflicting his hideous visage on enemies.
  Mr. Grim’s body armor is a heavy Kevlar body suit
  covered in large ballistic plates, all of which is
  completely black in color.  Mr. Grim has painted a
  smiling skull on the face plate of his armor’s helmet
  but the suit has no other adornments. 
  Campaign Use: While the Skorpion army is for the
  most part a military organization made up of soldiers
  and officers, most of whom have no special powers
  beyond that granted by their equipment, Mr. Grim
  and the Venom Strike Force offer a more stereotyp-
  ical group of super-villains for heroes to fight.  The
  Venom Strike Force is made up of second string
  super-villains given an upgrade by the Skorpion
  Army, all of which are power level 12 or lower.  This
  provides an excellent group of mid level villains for
  heroes to fight.  This is made easier by the fact that
  the Venom Strike Force carries out special mission
  for the Skorpion army al over the world, making it
  easy for them to show up at any time and cause
  trouble for the PCs.  
  Hero Option: Instead of turning to the Skorpion
  Army after his dismal career as a super-villain Mr.
  Grim instead tried to become a super-hero, figuring
  if he couldn’t beat them he should join them.  In
  such a case he would probably adopt a new, less
  threatening name and would work hard to keep his
  past super-villain antics a secret, especially consid-
  ering it would cause more heroes to laugh at him
  than fear he may turn on them.  Despite his best
  efforts Mr. Grim’s powers are innately creepy so he
  would have trouble fitting in with most hero groups,
  finding a home only amongst the most bizarre super-
  teams.  
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  Page 66
  Mr. Grim: PL 13; Init +4; Defense 18 (16 flat-
  footed); Spd 30 ft.; Atk +11 melee (+4S, punch),
  +9 ranged (+13L, darkness energy blast); SV Dmg
  +9, Fort +7, Ref +4, Will +7; Str 18, Dex 14, Con
  20, Int 14, Wis 16, Cha 14 
  Skills: Intimidate +4, Spot +5, Survival +5
  Feats: Immunity (Aging, Exhaustion, Starvation),
  Iron Will, Leadership, Point Blank Shot,
  Toughness
  Powers: Amazing Save (Will) +2 (Extras:
  Damage, Fortitude, Reflex; Source: Mystical;
  Cost: 8pp), Darkness Mastery +13 (Power Stunt:
  Penetrating Attack, Power Immunity; Extras:
  Energy Blast, Summoning; Source: Mystical; Cost:
  67pp), Fear +8 (Source: Mystical; Cost: 16pp)
  Weakness: Disturbing, Susceptible (Holy items of
  any current religion)
  Equipment: Skorpion Army Heavy Combat Armor
  (Armor +10 (Extras: Immunity (Disease, Energy
  (Cold, Heat, Magnetic, Radiation, Sonic,
  Vibration), Poison, Pressure, Suffocation,); Feats
  (With Device Flaw): Darkvision, Radio Broadcast,
  Radio Hearing; Source: Super-Science; Cost:
  23pp), Jet Pack (Flight +10 (Flaws: Device;
  Source: Super-Science; Cost: 10pp))
  Mr. Grim’s Shadow Creatures: PL 13; Init + ;
  Defense 23 (18 flat-footed); Spd 30 ft.; Atk +11
  melee (+17L, claws), +12 ranged (+13L, energy
  blast); SV Dmg +13, Fort +13, Ref +15, Will +3;
  Str 18, Dex 20, Con 16, Int 8, Wis 16, Cha 6 
  Skills: Hide +6, Move Silently +6
  Feats: Darkvision, Immunity (Aging, Critical Hits,
  Disease, Exhaustion, Pressure, Starvation,
  Suffocation)
  Powers: Amazing Save (Reflex) +10 (Extras:
  Damage, Fortitude; Source: Mystical; Cost: 30pp),
  Energy Blast (Darkness) +13 (Source: Mystical;
  Cost: 26pp), Incorporeal +13 (Extras: Invisibility;
  Flaws: Not in direct light; Source: Mystical; Cost:
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  26pp), Natural Weapons (Claws) +13 (Extras:
  Paralysis; Source: Mystical; Cost: 39pp),  
  Weakness: Disturbing
  Equipment: -
  The Venom
  Strike Force
  The Venom Strike Force is composed of thirty two
  super-powered individuals who usually operate in
  four or eight man teams.  The ranks of the Venom
  Strike Force are mostly filled by low tier super-
  villains recruited by the Skorpion Commander, but
  an every increasing number are products of the
  Skorpion Army efforts to instill super-powers in
  their soldiers. These villains are all power level 12
  or lower with most falling in the eight to ten range.
  Less powerful members tend to get teamed up with
  more powerful individuals and internal combat is
  not allowed at all and the punishment is expulsion
  from the team.  Even with this harsh penalty team
  members do occasionally engage in fights, but
  rarely does anyone get hurt in these brawls.
  The Strike Force is mainly used when the Skorpion
  Army expects substantial super-powered opposi-
  tion on a given mission or when the Sky Fortress,
  where the Venom Strike Force is based, falls under
  attack.  The Strike Force is rarely fielded as a
  complete unit and instead operates as units, but
  there are always at least twelve members on the
  Sky Fortress in case it gets attacked.
  Most members of the Venom Strike Force are of
  super-science, mutation, or mystic origin with
  super-science being the most common.  All
  members have been assigned equipment from the
  Skorpion Army to complement their powers, such
  as jet packs for those without movement powers
  and armor suits to those who are not naturally
  damage resistant.
  Skorpion
  Commander 
  This NPC was originally presented in Power
  Corrupts 2 and Power Corrupted and has been
  updated to match up with the rest of the information
  on the Skorpion Army.  
  Outside of the highest levels of the government and
  the military, the name of the Skorpion Commander
  was rarely heard for years.  The Skorpion
  Commander and his vast Skorpion Army worked in
  the shadows of every region of the world.  The
  Skorpion Commander, always seeking power, looked
  for his prize in unlikely places.  Unlike many
  villains, the Skorpion Commander was interested in
  small forms of domination as well as grandiose ones.
  Government operatives have discovered his influence
  in everything from small brush wars to the overthrow
  of small nations to the smuggling of arms.  Only in
  the last fifteen years has he come out of hiding in a
  big way fifteen years ago with the appearance of the
  Sky Fortress, but after five years of regular opera-
  tions across the world the Skorpion Commander and
  his army have returned to the shadows, careful to
  avoid attracting too much attention.
  The Skorpion Commander, his real name long
  forgotten even to him, began his life as the child of
  normal middle class parents in a middle class neigh-
  borhood in the United States.  After attending college
  and earning a degree in meteorology the Skorpion
  Commander enlisted in the United States Navy after
  pressure from his parents to make something of
  himself.  Due to his timid manner and lack of ambi-
  tion he was posted to all manner of unfavorable loca-
  tions, from Greenland to the Alaskan wilderness.
  Eventually he was transferred to a research station in
  the Antarctic to study weather patterns and global
  warming.  During his short time on the headquarters
  he discovered an alien spacecraft stuck beneath the
  ice a few miles from the headquarters.  From the
  depth of the ship, which was not more than twenty
  feet long, the Skorpion Commander reckoned it had
  been under the ice for several thousand years and
  only recently global warming had brought it to the
  surface.  Using some excavating equipment and a
  snowcat he managed to dig the ship up and haul it
  back to the research center where he hid the parts
  until he could steal a plane and fly back to South
  America with his new found treasure in tow.
  Unfortunately word of the Skorpion Commander’s
  actions spread faster than he thought and he was
  forced into hiding in the Columbian wilderness.  It
  was during these months of hiding that he started
  researching the remains of the ship but could only
  grasp the basics of its advanced systems.  Then one
  day while trying open up a previously sealed
  compartment the Skorpion Commander broke open a
  container holding a small, slug like organism that
  showed remarkable dexterity by leaping into the
  Skorpion Commander’s mouth.  After a very
  distressing few minutes, during which the Skorpion
  Commander could feel the slug crawling around his
  skull, the slug settled down and the Skorpion
  Commander suddenly gained a new understanding of
  the technology he had been working with.  This
  sudden burst of knowledge overrode the Skorpion
  Commander’s concern about the small organism now
  wandering around his skull and for the next twenty
  years he barely noticed it taking control of his brain.
  From this inauspicious beginning the Skorpion Army
  began.  Recruiting followers from the rebel groups of
  South America, the Skorpion Commander began his
  mercenary army.  Equipping them with technology
  from the alien craft, they quickly became a powerful
  force despite their size and the Skorpion Commander
  arranged for transport for them to Africa where he
  thought they could find more work.  It was during
  the following years that the Skorpion Army really
  exploded due to several contracts working for super-
  villains, staffing their headquarters and acting as
  henchmen for hire.  It was during this time that
  Count Haziz joined the cause and help unravel the
  rest of the technology from the alien spacecraft,
  opening up a whole new world of possibilities for the
  Skorpion Army, including anti-gravity drives and
  force fields.  Fifteen years ago the Sky Fortress was
  built and the Skorpion Army’s presence on the world
  stage was finally assured.
  
  headquarters & Hideouts 2
  The Skorpion Army has continued since then to have
  its ups and downs, though no downs were worse than
  the defeat after aiding Terrox.  For the first few years
  of the Skorpion Army the change in the Skorpion
  Commander from timid scientist to arrogant warlord
  was so complete everyone assumed that was how he
  always was and not the product of some alien para-
  site.  The parasite had over time completely
  consumed the personality of the Skorpion
  Commander, a process that was only reversed by the
  shock of the defeat while in the service of Terrox.
  That loss was such a shock that the Skorpion
  Commander’s original personality managed to retake
  control of his mind at least partially, turning from the
  path of megalomania to one of more cautious
  conquest.  The Skorpion Commander’s mind is now
  a mix of his original mind and the alien organism,
  desiring world domination but willing to be subtle
  and patient in attaining it.  The change in strategy
  has thus far been a profitable one, though the two
  forces in the Skorpion Commander’s mind some-
  times struggle for power with one sometimes gaining
  complete control temporarily.  Many of the Skorpion
  Commander’s minions fear he is unbalanced or bi-
  polar given his massive mood shifts, but these are
  merely the products of the alien trying to possess his
  mind.  Unfortunately in all the struggles between the
  Skorpion Commander’s mind and the alien the
  Skorpion Commander’s knowledge of his life before
  donning the black mask of the Skorpion Commander
  has been completely lost.   
  Now the Skorpion Commander leads the Skorpion
  Army on his mission of world domination, never
  completely sure if he’s in his right mind.  The
  Skorpion Commander does not like having the alien
  in his head, but he feels he needs it for his plans to
  come to fruition.  Little does he know that the alien
  is directing his actions to its own ends, which are the
  either the destruction of mankind to clear the way for
  its own people to colonize Earth or to infest the
  human race and make it their slaves.  
  Quote: “Skorpion Army, sting!”
  Personality: While under the influence of the alien
  organism The Skorpion Commander is a megaloma-
  niac in the truest sense of the world.  He has
  completely forgotten whatever life he had before
  donning the mask of the Skorpion Commander, and
  he never acknowledges he has ever been anything
  other than the leader of the Skorpion Army.  He
  suffers from gross over-confidence and is also prone
  to fits of rage if his underlings fail him.  
  When in his right mind the Skorpion Commander is
  much less impulsive and thinks problems through
  before jumping to conclusions.  In such situations he
  rarely is harsh with his senior staff, appearing almost
  paternal towards them at time.  This disparity in
  behavior causes many of his officers great concern
  for his mental state.  
  Powers & Tactics: The Skorpion Commander never
  fights directly if he can at all avoid it.  He normally
  has four or five escape plans for any given situation,
  so most opponents only catch a glimpse of him
  sneaking out a back door.  The Skorpion Commander
  himself is not much of a combatant, and he prefers to
  let his many minions do work for him.  While on the
  Sky Fortress Maelstrom is never far from the
  Skorpion Commander’s side and is always ready to
  leap to his aid so the Commander can find a means
  to escape.  Also there are normally a few members of
  the Claw Armor Platoon and the Venom Strike Force
  in close proximity of the Commander if not guarding
  him directly.  
  Appearance: The Skorpion Commander always
  wears a black military uniform with red highlights.
  The only insignia it bears are the symbol of the
  Skorpion Army, a black Skorpion on a red field, and
  five red bars on each shoulder that mark his rank.
  The Skorpion Commander wears a black form-fitting
  mask to conceal his identity.  Physically he seems to
  be of above-average height and has an athletic build.
  Campaign Use: The Skorpion Commander makes
  an excellent long-term villain who works behind the
  scenes through his minions.  He has great versatility
  because of his willingness to participate in a number
  of different power-acquisition strategies.  The
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  Skorpion Army might show up attempting to steal
  the rare resources being carried on a train during
  one adventure, while it might secretly fund the rise
  to power of a petty local mob boss in another
  adventure.  The Skorpion Army will also pursue
  many different kinds of power sources — alien,
  mutant, super-science, or even mystical — which
  makes them an excellent way to introduce new
  campaign elements to a setting.  Permanently
  removing the Skorpion Commander as a threat will
  take a great deal of time and effort because he has
  many hidden bases and hundreds of operatives.
  Hero Option: If the Skorpion Army is instead a
  force for law and order the Skorpion Commander
  is not a manic world conqueror but a selfless
  soldier who uses alien technology to try and end
  wars on Earth by helping the oppressed.  In this
  situation the alien organism is likely to be benevo-
  lent in nature as opposed to seeking world domina-
  tion, but keeping the creature evil does make the
  Skorpion Commander a compelling tortured hero
  who is forced to fight evil in his own head daily.  
  Skorpion Commander: PL 17; Init +3 (Dex);
  Defense 18 (15 flat-footed); Spd 30 ft.; Atk +6
  melee (+11L offensive force field), +8 ranged
  (+16L, laser sidearm); SV Dmg +2, Fort +2, Ref
  +3, Will +22; Str 12, Dex 16, Con 14, Int 20, Wis
  20, Cha 20
  Skills: Bluff +17, Diplomacy +17, Intimidate +17,
  Repair +12, Sense Motive, +9, Science (Alien
  Technology) +14, Science (Meteorology) +12
  Feats: Assessment, Connected, Headquarters,
  Indomitable Will, Inspire, Iron Will, Leadership,
  Minions
  Powers: Amazing Save (Will) +17 (Source: Alien;
  Cost: 17pp), Command +10 (Extras: Super-
  Charisma; Source: Training; Cost: 40pp), Fervor
  +5 (Source: Training: Cost: 35pp), Gadget +17
  (Source: Super-Science; Cost: 17pp), Super
  Intelligence +6 (Source: Alien; Cost: 12pp)
  Weaknesses: -
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  Equipment: Skorpion Army Dress Uniform
  (Armor +6 (Source: Super-Science; Cost: 6pp),
  Hyper-Laser Sidearm (Weapon +16 (Source:
  Super-Science; Cost: 16pp), Personal Force Field
  Projector (Force Field +10 (Extras: Offensive;
  Flaws: Device; Cost: 10pp)
  Headquarters: The Skorpion Commander has
  spent 6 power points to purchase additional
  features for the Sky Fortress.  
  The Skorpion
  Army
  The stats below are for the normal soldiers of the
  Skorpion Army, such as the crew of the Sky
  Fortress or the minions of any of the Skorpion
  Army’s senior staff.  These soldiers are assumed to
  be equipped with weapons and armor from the Sky
  Fortress’s armory and their abilities may be
  boosted by the Fervor or Command powers of
  Skorpion Army officers as appropriate.  
  Skorpion Captain: PL 6; Init +2; Defense 15 (13
  flat-footed); Spd 30 ft.; Atk +5 melee (+2S,
  punch), +5 ranged (+10L, laser rifle); SV Dmg +4,
  Fort +2, Ref +2, Will +1; Str 14, Dex 14, Con 14,
  Int 12, Wis 12, Cha 13
  Skills: Bluff +4, Computers +3, Demolitions +5,
  Disguise +6, Drive +8, Intimidate +7, Listen +4,
  Medicine +4, Pilot +7, Survival +4
  Feats: Dodge, Evasion, Leadership, Point Blank
  Shot, Precise Shot, Rapid Shot, Toughness
  Powers: -
  Equipment: Radio (Feats (With Device Flaw):
  Radio Hearing, Radio Broadcast – 2pp), Laser
  Rifle (Weapon +10 (Source: Super-Science; Cost:
  10pp)), Skorpion Army Battle Armor (Armor +10
  (Source: Super-Science; Cost: 10pp)), Jet Pack
  (Flight +10 (Flaws: Device; Source: Super-
  Science; Cost: 10pp))
  Skorpion Lieutenant: PL 5; Init +2; Defense 15
  (13 flat-footed); Spd 30 ft.; Atk +5 melee (+2S,
  punch), +5 ranged (+10L, laser rifle); SV Dmg +4,
  Fort +2, Ref +2, Will +1; Str 14, Dex 14, Con 14, Int
  12, Wis 12, Cha 12.
  Skills: Bluff +4, Computers +3, Demolitions +5,
  Disguise +5, Drive +6, Intimidate +6, Listen +3,
  Medicine +3, Pilot +6, Survival +4
  Feats: Dodge, Leadership, Rapid Shot, Point Blank
  Shot, Toughness
  Powers: -
  Equipment: Radio (Feats (With Device Flaw):
  Radio Hearing, Radio Broadcast – 2pp), Laser Rifle
  (Weapon +10 (Source: Super-Science; Cost: 10pp)),
  Skorpion Army Battle Armor (Armor +10 (Source:
  Super-Science; Cost: 10pp)), Jet Pack (Flight +10
  (Flaws: Device; Source: Super-Science; Cost: 10pp))
  Skorpion Sergeant: PL 4; Init +2; Defense 14 (12
  flat-footed); Spd 30 ft.; Atk +4 melee (+2S, punch),
  +4 ranged (+10L, laser rifle); SV Dmg +4 , Fort +2,
  Ref +2, Will +1; Str 14, Dex 14, Con 14, Int 12, Wis
  12, Cha 12.
  Skills: Bluff +2, Computers +2, Demolitions +4,
  Disguise +3, Drive +5, Intimidate +4, Listen +2,
  Medicine +3, Pilot +5, Survival +3
  Feats: Dodge, Leadership, Point Blank Shot,
  Toughness,
  Powers: -
  Equipment: Radio (Feats (With Device Flaw):
  Radio Hearing, Radio Broadcast – 2pp), Laser Rifle
  (Weapon +10 (Source: Super-Science; Cost: 10pp)),
  Skorpion Army Battle Armor (Armor +10 (Source:
  Super-Science; Cost: 10pp)), Jet Pack (Flight +10
  (Flaws: Device; Source: Super-Science; Cost: 10pp))
  Skorpion Corporal: PL 3; Init +2; Defense 13 (11
  flat-footed); Spd 30 ft.; Atk +3 melee (+2S, punch),
  +3  ranged (+10L, laser rifle); SV Dmg +4, Fort +2,
  Ref +2, Will +0; Str 14, Dex 14, Con 14, Int 12, Wis
  10, Cha 10.
  Skills: Bluff +1, Demolitions +3, Disguise +1, Drive
  +5, Intimidate +2, Listen +1, Medicine +1, Pilot +5,
  Survival +2
  Feats: Dodge, Leadership, Point Blank Shot,
  Toughness
  Powers: -
  Equipment: Radio (Feats (With Device Flaw: Radio
  Hearing, Radio Broadcast – 2pp), Laser Rifle
  (Weapon +10 (Source: Super-Science; Cost: 10pp)),
  Skorpion Army Battle Armor (Armor +10 (Source:
  Super-Science; Cost: 10pp)), Jet Pack (Flight +10
  (Flaws: Device; Source: Super-Science; Cost: 10pp))
  Skorpion Private: PL 2; Init +2; Defense 13 (11
  flat-footed); Spd 30 ft.; Atk +3 melee (+2S, punch),
  +3  ranged (+10L, laser rifle); SV Dmg +4, Fort +2,
  Ref +2, Will +0; Str 14, Dex 14, Con 14, Int 12, Wis
  10, Cha 10.
  Skills: Demolitions +2, Drive +4, Intimidate +1,
  Survival +1
  Feats: Toughness
  Powers: -
  Equipment: Radio (Feats (With Device Flaw: Radio
  Hearing, Radio Broadcast – 2pp), Laser Rifle
  (Weapon +10 (Source: Super-Science; Cost: 10pp)),
  Skorpion Army Battle Armor (Armor +10 (Source:
  Super-Science; Cost: 10pp)), Jet Pack (Flight +10
  (Flaws: Device; Source: Super-Science; Cost: 10pp))
  Skorpion Thug: PL 1; Init +1; Defense 11 (10  flat-
  footed); Spd 30 ft.; Atk +1 (+5*) melee (+1S,
  punch), +1 (+5*) ranged (+10L, laser rifle); SV
  Dmg +2, Fort +2, Ref +1, Will +0; Str 13, Dex 12,
  Con 14, Int 9, Wis 10, Cha 9.
  Skills: Drive +3, Listen +1, Pilot +3, Survival +1
  Feats: Toughness
  Powers: - 
  Equipment: Radio (Feats (With Device Flaw: Radio
  Hearing, Radio Broadcast – 2pp), Laser Rifle
  
  headquarters & Hideouts 2
  (Weapon +10 (Source: Super-Science; Cost: 10pp)),
  Skorpion Army Battle Armor (Armor +10 (Source:
  Super-Science; Cost: 10pp)), Jet Pack (Flight +10
  (Flaws: Device; Source: Super-Science; Cost: 10pp))
  Features: Armory +10 (Extras: Extra Power x2;
  Source: Super Science; Cost: 52pp),
  Communications, Computer, Coordinate +17 (Power
  stunts: Long Link x17, Wide Link x17; Flaws: Device
  (Radios), Source: Super-Science; Cost: 51pp),
  Defense System, Emergency Fall System, Energy
  Blast +17 (Extras: Additional Source x15; Source:
  Super-Science; Cost: 289pp),  Fire Prevention
  System, Flight +17 (Extras: Super-Flight; Source:
  Super Science; Cost: 34pp), Force Field +17 (Extras:
  Immunity (Energy (Cold, Heat, Radiation, Sonic,
  Vibration, Pressure, Suffocation), Impenetrable,
  Mental Shield, Offensive; Source: Super-Science;
  Cost: 85p), Garage, Hangar, Holding Cells,
  Infirmary, Laboratory, Living Space, Power System,
  Reinforced Structure, Security System, Self Destruct
  System, Staff, Workshop, Vehicle Pool +15 (Power
  Stunts: Additional Vehicle x105, Auto Pilot; Extras:
  Additional Powerx3; Cost: 210pp)
  Hardness: 25
  Important Rooms: 
  Command Center:
  The command center for the Sky Fortress is located
  on to of the fortress covered in armor plating and
  heavily reinforced windows.  From here all the
  systems, weapons, crew, and soldiers of the Sky
  Fortress can be effectively coordinated using special
  goggles containing a heads up display that are worn
  by most members of the Skorpion Army while in
  combat.  These goggles help the wearer by filling in
  unknown information, such as what is around a
  corner, by drawing in information provided by other
  users.  The command center is always guarded by
  several Skorpion Army soldiers, including members
  of the Venom Strike Force or Claw Armor Platoon.
  Admiral Scarr and Count Haziz are nearly always
  found here while the Sky Fortress is in the field.  
  Alien Ship Storage:
  In the bowels of the ship near its center in a region
  that few people besides engineers go the alien craft
  that started the Skorpion Army is kept.  No one is
  allowed inside except for the Skorpion Commander,
  Maelstrom, and Count Haziz, and Count Haziz is not
  supposed to enter without an escort.  Due to the
  power of the technology in the ship this room is
  heavily protected.  Instead of pulling the ship apart
  the Skorpion Commander has begun putting it back
  together in the hopes of getting its faster-than-light
  drive working, allowing him to take his conquest to
  other worlds.  
  Power Center:
  The power for the Sky Fortress is generated using
  anti-matter in a special chamber at the center of the
  ship.  This process is very dangerous and if it were
  disturbed the entire ship would be destroyed, but due
  to the heavy shielding on the compartment normal
  battle damage will not cause such a catastrophic
  event.  Only deliberate action from within the Sky
  Fortress will cause the anti-matter to destabilize.  
  Main Hangar:
  The main hangar of the Sky Fortress is underneath its
  nose, opening almost like a mouth on the front of the
  ship.  Within this hangar over eighty aircraft are
  stored, at least a quarter of which are always ready to
  launch at a moments notice.  The mouth of the
  hangar is normally protected by the Sky Fortress’s
  force field, and if the force field is down the hangar
  doors are closed, but this takes at least five rounds to
  accomplish.  
  Adventure
  Seeds:
  The Skorpion Army gets hired by a villain the heroes
  have defeated to make their lives miserable.  The
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  PCs are hounded by Skorpion soldiers at every
  turn, including attacking their headquarters if it is
  known.  The PCs best make such activities really
  unprofitable for the Skorpion Army or take care of
  the villain before they get overwhelmed by
  numbers.
  The Sky Fortress is damaged in a battle with a
  super-hero team, but the team is not able to finish
  it off before they are forced to flee.  Having an
  excellent change to take out the Sky Fortress while
  it is disabled, the PCs along with other heroes must
  race against the clock to get to the downed vehicle
  before it can be repaired.  
  The Skorpion Army has invaded a small Central
  American nation, ostensibly at the request of its
  leadership but few doubt that the Skorpion
  Commander strong armed his way into the country.
  The heroes are asked to help evacuate various
  important personnel from the country before the
  Skorpion Army can find them and possibly help set
  up resistance cells to fight the Skorpion Army.  
  The Lair of the
  Dread Beast
  Sartughot
  At the creation of the universe there were a
  number of beings that survived from the world that
  existed before the Big Bang; creatures of unfath-
  omable powers and dark desires.  For billions of
  years these creatures rampaged through the
  cosmos, creating and destroying entire races with
  ease, until their creations rose up against them as
  one, forming a confederation of planets that
  spanned thousands of light years, and imprisoned a
  number of these ancient evils on an uninhabited
  planet in an unimportant spiral arm of the galaxy.
  Here these creatures remained for countless years,
  waiting for a chance to escape their prisons and
  wreak their unholy vengeance on the creatures that
  imprisoned them.  Unfortunately those races that
  erected the prisons lost their unity and fell back
  into dark ages where their former glories were
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  barely remembered memories.  Despite this the
  ancient evils remained in their prisons, sleeping in
  a dreamless sleep only disturbed by the occasional
  mortal mind that wandered close by.
  Eventually this forgotten world, which would
  come to be called Earth, developed life forms of its
  own.  Some were contacted by the ancient evils,
  but were largely considered crazy and locked up or
  even killed for their blasphemous ways.  But some
  of the ancient evils managed to attract followers
  from amongst the ranks of humanity, and one such
  creature is the Dread Beast Sartughot, Debaser of
  Purity.
  Sartughot was trapped in a cave system beneath
  the region that is now inhabited by the Galapagos
  Islands of the Pacific Ocean.  Hidden away by
  rock and stone this cave can only be entered by
  swimming through a deep underwater cave, but as
  one approaches the effect of Sartughot can be
  easily seen.  All the animals of the area have
  grown dark and twisted while plants turn to
  hunting meat instead of feasting on the suns rays.
  In a cave under the island where the walls are
  covered in ruins and ancient glyphs Sartughot lies
  imprisoned, trapped beneath a seal made with
  magic and science from which he cannot be
  released with extensive effort.  To this end
  Sartughot has been reaching out to weak willed
  mortals in the area for centuries, but had no luck
  until recently.  Now served by a hapless marine
  biologist, Dr. Benjamin Peters, Sartughot finally is
  ready to begin the process of attaining his freedom.  
  Now Dr. Peters, under the guise of the super-
  villain the Red Prince, has begun collecting the
  various material components needed to free his
  blasphemous master.  Thus far no one has taken
  much notice of the Red Prince due to the fact he
  mainly hits small, out of the way magic shops and
  rarely sticks around to tangle with police or super-
  heroes.  Some mystics have begun putting together
  the list of things he has stolen, but while they are
  concerned that the Red Prince seems bent on
  releasing some type of entrapped creature, they are
  not sure as to what exactly his plans are.  Now the
  Red Prince has most of the smaller items he needs
  for the ritual and now must go after more dangerous
  prey, such as the hearts of wizards.  
  History:
  The Lair of the Dread Beast Sartughot was
  constructed millions of years ago by a confederation
  of neighboring alien races to serve as a prison for
  Sartughot the Debaser of Purity, a creature of ancient
  evil with a knack for twisting things of nature into
  dark and evil forms.  The cave was originally under-
  neath a volcano but over time it has moved from its
  original sea floor placement to being just below the
  surface in the Galapagos Island.  The heavy enchant-
  ments and protections laid on the jail kept it from
  being destroyed despite being bathed in lava for
  thousands of years.  
  The lair lay undisturbed by anything other than local
  animal life for millennia until the beginning of the
  20th century. At that point human began visiting the
  islands in sufficient numbers for their consciousness
  to disturb the sleeping mind of Sartughot, causing
  him to reach out to the humans in an attempt to make
  contact and turn them to his cause.  This had the
  effect of giving most humans he contacted night-
  mares, but a few listen to the words he whispered in
  their minds and agreed to serve Sartughot in
  exchange for power and wealth.  Luckily these
  unfortunate fools were all discovered by their fellows
  before they could do much harm, most being locked
  up in insane asylums as soon as they could be
  returned to their homeland.  For over a century
  Sartughot reached out to the visiting humans in the
  hopes of converting them to his will, but was not
  able to reach enough of them often enough to
  complete the task.  
  It was not until the dawn of the 21st century that
  Sartughot was finally able to reach a proper disciple.
  Dr. Benjamin Peters, a researcher who had come to
  the Galapagos Islands to study local marine life, was
  checking out the local fish population when he stum-
  bled across the entry way to the Lair of Sartughot.
  Curious Dr. Peters swam into the small cave,
  breaking a line that no sentient being had crossed for
  millions of years.  Previously Sartughot had trouble
  contacted humans because of the distance between he
  and them and all the wards placed around his prison,
  but now a human had crossed these boundaries and
  willfully come into his dark domain.  Dr. Peters
  barely had time to wonder what all the glyphs and
  wards were for before he was completely over-
  whelmed by the sleeping mind of Sartughot.  Within
  seconds his sanity was shredded and a new mind
  built in its place, one pliant to Sartughot and his
  needs.  
  Since then Dr. Peters has been raiding magical store-
  houses in the outside world under the guise of the
  Red Prince and bringing the ill gotten goods back to
  Sartughot’s lair.  There is now a sizeable pile of
  ritual magic components in the lair that Sartughot
  hopes will soon lead to his freedom.  
  Locale: 
  The Galapagos Islands are home over twelve thou-
  sand residents and a bewildering array of animal life.
  The island, of which there are twenty one, are
  claimed by Ecuador and are a World Heritage sight
  since 1978.  Luckily only the few inhabitants of the
  island Isla Pinta are troubled by Sartughot’s terrible
  slumber, many of them having horrible dreams
  because of his influence.  This has caused Isla Pinta
  to develop a cursed reputation and few natives of the
  area will go near the island, leaving it mainly the
  providence of visitors, particularly research scien-
  tists.  There are no longer any permanent settlements
  on Isla Pinta, its villages all long since having been
  abandoned.  The Galapagos Islands airport is a little
  over seventy miles away and the closest major settle-
  ment is Puerto Ayora near the airport. With numerous
  sightings of the Red Prince in the area many natives
  have grown concerned that super-villains have begun
  using their islands as a base of operations, though the
  oldest of the islands inhabitants, those who know that
  something dark lurks beneath Isla Pinta, fear some-
  thing far worse is happening than visitations by a
  
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  simple super-villain.  
  The lair is not easy to find at all.  The only entrance
  is underwater and any attempts to find it require a
  Search check, DC 27.  Once the entrance is found
  one must swim through a underwater tunnel five
  hundred feet long and only five feet wide before
  emerging in a pool in the floor of Sartughot’s
  chamber.  The lair is under four hundred feet of
  volcanic rock, making it very difficult to approach by
  other means.  
  Inhabitants:
  The only inhabitants of the lair itself are the Red
  Prince and Sartughot, though Sartughot is still
  imprisoned and sleeping, making it impossible for
  him to have much effect on the world outside his
  prison.  The Red Prince can be found here any time
  he is not stealing magical supplies or seeing to his
  own needs, such as procuring food and water.  The
  underwater entrance to the cave is guarded by several
  sharks and fish that have been twisted by the pres-
  ence of Sartughot and now fight to the death to
  defend his prison.  
  The Red Prince
  Dr. Benjamin Peters was once a promising marine
  biologist who specialized in tropical fish who came
  to the Galapagos Islands to study the many species
  found there.  Dr. Peters was a good scientist and of
  above average intelligence, but his intellect was not
  prepared for the timeless horror he found beneath the
  Isla Pinta.  Finding the entrance to the cave quite by
  mistake, Dr. Peters investigated after seeing several
  of the fish twisted by Sartughot’s presence, curious
  as to what had made them thus.  When Dr. Peters
  entered the chamber in which Sartughot was trapped
  his mind was assaulted by the creature, tearing it
  apart and rebuilding it as a minion of Sartughot.  Dr.
  Peter’s was effectively erased and in his place was
  the Red Prince, Sartughot’s chosen representative on
  Earth.  Nothing of his old mind remained.  The Red
  Prince was also given a fragment of Sartughot’s
  power.  It was a small fragment, all that Sartughot
  could slip through the wards that bound him, but it
  was enough to empower the Red Prince with abilities
  that only super-powered beings could rival.  
  The Red Prince’s first task was fashioning an outfit
  out of the skins of several of the inhabitants of the
  islands, skins that were left bloody as he wore them
  as clothes.  He then set off to collect various magical
  relics from out of the way magic shops, museums,
  and lost treasure vaults in order to perform a ritual
  that could free Sartughot.  Initially the Red Prince
  kept his activities low profile, knowing that as soon
  as he was detected and thought of as a threat the
  super-heroes of the world would take more of an
  active hand in stopping him.  The Red Prince has
  been committing these thefts for six months and has
  yet to run into significant super-powered opposition.
  When not out hunting for items of mystical import
  the Red Prince spends his time keeping his human
  body in proper shape by eating, drinking, and
  sleeping as necessary.  The Red Prince always sleeps
  within the lair of Sartughot at his dark master’s
  command because if the Red Prince sleeps some-
  where else away from Sartughot’s influence his
  mortal mind may use dreams to try and deal with the
  horrors he has seen and begin working against the
  influence of Sartughot.  
  The Red Prince wants nothing to do with super-
  heroes or even other super-villains except those that
  may serve creatures such as Sartughot.  While
  Sartughot and his hideous brethren never got long
  well, given their current situation they will readily
  work together to gain their freedom.  The only super-
  heroes the Red Prince fears may become involved in
  his actions are the Earth Guard who were created
  specifically to stop creatures like Sartughot from
  escaping.  Thus far the Red Prince has remained
  under their radar, but how long this remains has yet
  to be seen.  
  Quote: “Your small mind cannot comprehend how
  miniscule you are.  My lord is a being of power and
  of importance, the like of which you cannot conceive.
  Your death in his service is more than you deserve.”
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  Personality: The Red Prince is extremely terse,
  only speaking when absolutely necessary.
  Possessed of an unearthly calm that many oppo-
  nents find unnerving, the Red Prince only becomes
  emotionally agitated if attacked near the Lair of
  Sartughot.  The Red Prince is confident in his abil-
  ities and the power of his master, but not so much
  so that he will foolishly sacrifice himself because
  of this fait.  The Red Prince knows that his master
  is of such power that he will win over these intelli-
  gent apes eventually; it just may take some time.
  The Red Prince avoids violent confrontation when
  possible, preferring to deter enemies through
  psychological warfare and fear rather than direct
  violence.  No humans have value to the Red
  Prince, though if he stays away from the Lair of
  Sartughot long enough his connection to the
  ancient beast begins to dwindle and Dr. Peters
  originally personality begins to peek through,
  possibly hinting that the Red Prince may be saved
  from his terrible fate.  
  Powers & Tactics:  The Red Prince derives his
  powers from the touch of Sartughot and by chan-
  neling the power of Sartughot through his own
  body.  The powers he can channel from Sartughot
  are much more powerful and varied than the Red
  Prince’s own powers, but he is limited in the
  number of powers of Sartughot he can channel at
  one time.  Most of the time the Red Prince relies
  on his own powers.  When possible he avoids
  combat using Teleport, but is not afraid to leap into
  melee combat using Strike and Harvest to keep
  himself fully healed while striking down his
  enemies.  The Red Prince in neither particularly
  agile nor tough, instead relying on his ability to
  drain life force from others using Harvest to keep
  himself up and fighting. To complement his own
  powers the Red Prince often uses Relay to channel
  Sartughot’s Fear, Confusion, and Drain powers.  
  Appearance: A terrifying sight to behold, the Red
  Prince is covered head to toe in the bloody flesh of
  humans he has killed.  He has fashioned them into
  a very crude suit that is held together with black
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  thread, but the suit is not very sturdy and is easily
  ripped apart in combat.  Beneath the skin suit he
  still wears the wet suit he wore when he entered
  the lair of Sartughot, which is now filthy and has
  many holes.  The Red Prince wears a mask
  concealing his face at all times, but beneath it is
  the face of a man in his late twenties who seems so
  haggard and pale he looks ill.  Carrying the influ-
  ence of Sartughot has had extreme physical reper-
  cussions on the Red Prince and if it continues for a
  few more years it is likely that his entire body will
  stop functioning.  
  Campaign Use: The Red Prince is a good villain
  for a team of starting heroes who has a definite
  goal, the ability to escape to reappear later, and the
  power to take on an entire team without devas-
  tating them.  He provides an easy means to intro-
  duce the larger plot of Sartughot if you wish to
  include it, or he could simply be a possessed mad
  man stealing magical relics for his own dark
  purposes.  Due to his preference for avoiding
  super-heroes and violence he can easily become a
  reoccurring villain by escaping time after time.
  Also the Red Prince offers a means to bring a bit
  of unearthly horror to a game as few super-villains
  dress themselves in bloody human flesh.  
  Hero Option: Instead of serving Sartughot the
  Red Prince has freed himself from the monsters
  control and works to keep the creature locked up.
  Having left behind his clothes of human flesh and
  evil ways, the Red Prince now fights evil to try
  and make up for the past wrongs he has done.
  Unfortunately Sartughot is always on the edge of
  the Red Prince’s mind, just waiting for the right
  opportunity to reach in and retake control.  
  The Red Prince: PL 13; Init +3; Defense 21 (18
  flat-footed); Spd 30 ft.; Atk +8 melee (+14L,
  strike), +10 ranged (+13L, energy blast); SV Dmg
  +6, Fort +6, Ref +3, Will +18; Str 12, Dex 16, Con
  18, Int 14, Wis 20, Cha 16  
  Skills: Science (Marine Biology) +5, Search +7,
  Spot +9, Survival +9, Swim +2
  Feats: Headquarters, Great Fortitude, Toughness, 
  Powers: Amazing Save (Will) +13 (Source:
  Mystical; Cost: 13pp), Harvest +13 (Power Stunts:
  reaper; Source: Mystical; Cost: 39pp), Strike +13
  (Power Stunt: Energy Blast; Source: Mystical; Cost:
  28pp), Teleportation +13 (Extras: Extended Teleport;
  Source: Mystical; Cost: 39pp)
  Weakness: Disturbing, Beast Foe
  Equipment: -
  The Dread Beast
  Sartughot,
  Debaser of
  Purity
  Sartughot is described incase the gamemaster decides
  he managed to escape his magical prison, in which
  case the heroes of the world best sit up and take
  notice.   
  Sartughot is older than the universe itself, being a
  leftover from the universe before this one.  A being
  completely focused on changing this universe to like
  the one before, he works to corrupt living beings to
  turn them into devices of destruction and chaos.
  Luckily he was stopped by an ancient confederation
  of alien races and trapped on Earth where he has
  remained for millions of years.  Sartughot is mostly
  unknown on Earth, his name whispered only by a
  few cultists and research by very well informed
  experts in the occult. He influenced South American
  civilizations in the past and his name pops up in
  some of their legends as a creature of dreams who
  speaks of dark and evil things, but now his imprison-
  ment has weakened him such that his sleeping mind
  cannot reach beyond the confines of Isla Pinta.   
  While Sartughot is patient in wanting his freedom, he
  knows that he is slowly being consumed by his
  prison and wishes to escape before he can be
  completely destroyed.  He is considering having the
  Red Prince bring more humans to him to become
  minions, but this would mean that his control over
  the Red Prince would lessen because he would be
  splitting his attention.  If Sartughot is particularly
  hard pressed or the Red Prince almost defeated in
  combat he will probably create more henchmen with
  similar abilities to the Red Prince.  
  Quote: “….”
  Personality: Sartughot is a being of such a different
  mindset than anything humans have ever encoun-
  tered that ascribing him personality is largely futile.
  Sartughot has no appreciation for human life or the
  things humans hold dear and does not even recognize
  that humans are alive.  To him the entire universe is
  his to play with and no one should object because he
  is such and obviously superior being.  His imprison-
  ment by such lesser beings infuriates him, but he
  knows ultimately he will win by outliving all those
  who oppose him if nothing else.  
  Powers & Tactics:  Sartughot does not use many
  tactics in combat, instead crawling toward the largest
  group of enemies and attacking them with his tenta-
  cles, Drain, and Sorcery until they stop resisting.  His
  Drain ability makes it very difficult for attackers to
  close to melee combat with him without being
  completely drained of Wisdom, representative of his
  terrible existence tearing apart the sanity of those
  who venture too close to Sartughot.  Sartughot never
  retreats or considers the possibility of losing, such is
  his arrogance when dealing with mortal beings.   
  Appearance: For being a creature of immense
  power, Sartughot is surprisingly small.  Only six feet
  tall, Sartughot is a mass of purple flesh and tentacles
  covered randomly by eyes of various description, no
  two of which look alike.  The whole mass of flesh
  seems to jiggle obscenely, as if Sartughot is always
  laughing silently.  Each of the tentacles is tipped with
  a large spine that is used to attack opponents.
  Sartughot has no mouths or other body openings of
  any type.  Humans find his appearance deeply
  disturbing and usually go mad at the sight of it.  
  Campaign Use: Sartughot is an obscenely powerful
  villain that only the most power super-hero teams
  
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  should consider tangling with.  Sartughot should only
  be freed if the PCs mess up something terrible, like
  helping the Red Prince along instead of stopping
  him.  There should be numerous instances at which
  the Red Prince and Sartughot can be stopped and
  only be failing all of them should Sartughot be freed.
  If he is freed stopping Sartughot is likely to become
  a task for the combined might of all the super-heroes
  in the world, none of which are likely to be too
  thrilled with the PCs’ performance.  
  Sartughot: PL 51; Init +5; Defense 25 (20 flat-
  footed); Spd 30 ft.; Atk +25 melee (+25L, tentacles);
  SV Dmg +27, Fort +27, Ref +27, Will +27; Str 20,
  Dex 20, Con 20, Int 20, Wis 20, Cha 8 
  Skills: -
  Feats: All-Around Sight, Amphibious, Blindsight,
  Darkvision, Durability, Extra Limb, Immunity
  (Aging, Disease, Exhaustion, Poison, Pressure,
  Starvation, Suffocation), Expertise, Improved
  Grapple, Indomitable Will, Move-By Attack, Power
  Immunity, Rapid Strike, See Invisibility, True Sight,
  Ultra-Hearing
  Powers: Amazing Save (Will) +27 (Extras: Damage,
  Fortitude, Reflex; Source: Mystical; Cost: 108pp),
  Bestow +15 (Extras: Quick Change, Range: Normal;
  Flaws: Action: Full;  Source: Mystical; Cost: 90pp),
  Drain (Wisdom) +20 (Extras: Areax3, Slow
  Recovery; Flaws: Limited – One Attribute (Wisdom);
  Source: Mystical; Cost: 100pp), Dream Mastery +15
  (Extras: Deadly Dream; Source: Mystical; Cost:
  75pp), Natural Weapon (Tentacles) +20 (Source:
  Mystical; Cost: 40pp), Sorcery +25 (Mind Control,
  Neutralize (mystic powers only), ESP, Illusion,
  Mental Blast, Animation, Teleportation; Source:
  Mystical; Cost: 175pp)
  Weakness: Beast Foe, Disturbing, Susceptible
  (Religious Symbols)
  Equipment: -
  Sartughot
  Debased
  Template
  When Sartughot does not wish to put as much of his
  energy into a creature as he did with the Red Prince
  he instead creates Debased creatures.  These crea-
  tures are normally wildlife indigenous to the area
  around Sartughot’s prison, such as sharks and other
  dangerous fish.  This is done by Sartughot using the
  Bestow power on nearby animal life.  This can also
  be done to human, but human servants are rare
  enough that Sartughot would probably invest more
  effort in empowering them.  
  Becoming a Debased
  Creature
  To gain this template the creature must be targeted
  by Sartughot’s Bestow power for at one full round,
  after which the creature undergoes a painful transfor-
  mation that takes another round during which it may
  take no actions.  After the transformation is over the
  creature is now Debased and has all the abilities of
  this template.  
  PL Adjustment: 0
  Feats: Darkvision, Great Fortitude, Immunity
  (Aging, Disease, Poison), Iron Will, Toughness
  Powers: Amazing Save (Will) +4 (Source: Mystical;
  Cost: 4pp), Natural Weapon +4 (Source: Mystical;
  Cost: 8pp), Super-Constitution +2 (Extras: Super-
  Strength; Source: Mystical; Cost: 14pp) 
  Weaknesses: 
  Disturbing: Debased creatures are physically
  changed to become twisted versions of their former
  selves.  The change makes them horrific looking
  regardless of what their original appearance was.
  Beast Foe: Animals will completely avoid creature
  with this template, even if the Debased creature was
  of the same species before the transformation.
  Because of this there are not many normal animals
  left around Sartughot’s lair.  
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  Quirk (Must Defend Sartughot): Those creatures
  created by Sartughot are not under his direct
  control, but have an irresistible urge to defend their
  dark master and his lair.  
  Susceptible (Religious Symbols and Places):
  Whenever mortals profess a belief in some divine
  beneficent being Sartughot’s’ power suffers as such
  an idea is completely antithetical to his very exis-
  tence.  
  Leaving the
  Template
  Leaving the Debased creature template can be
  completed in one of two ways: slaying Sartughot
  permanently or the creature must go through a
  ritual cleansing ceremony of any religion  This
  ceremony gives the creature another attempt make
  the Will save against the Bestow power with a +1
  bonus for each person assisting in the ritual.  The
  ritual must take at least eight hours, but if it is
  unsuccessful the creature cannot be free of the
  Debased template without the death of Sartughot.  
  Debased Shark: PL 6; Init +3; Defense 17 (14
  flat-footed); Spd 60 ft.; Atk +12 melee (+16L,
  teeth); SV Dmg +8, Fort +8, Ref +3, Will +8; Str
  18, Dex 16, Con 18, Int 1, Wis 14, Cha 6 
  Skills: Spot +8, Survival +8, Swim +11
  Feats: Amphibious, Blindsight, Darkvision, Great
  Fortitude, Immunity (Aging, Disease, Poison), Iron
  Will, Toughness, Underwater Combat, Scent
  Powers: Amazing Save (Will) +4 (Source:
  Mystical; Cost: 4pp), Super-Constitution +2
  (Extras: Super-Strength; Source: Mystical; Cost
  14pp), Natural Weapon (Teeth) +10 (Source:
  Training; Cost: 12pp), Swimming +6 (Source:
  Training; Cost: 12pp)
  Weakness: Disturbing, Beast Foe, Quirk (Must
  Defend Sartughot), Susceptible (Religious Symbols
  and Places), Susceptible (Needs water to breathe)
  Equipment: -
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  Debased Fish: PL 2; Init +7; Defense 15 (12 flat-
  footed); Spd 40 ft.; Atk +2 melee (+6L, teeth); SV
  Dmg +5, Fort +5, Ref +5, Will +7; Str 10, Dex 16,
  Con 12, Int 1, Wis 12, Cha 4 
  Skills: Spot +5, Survival +6, Swim +5
  Feats: Amphibious, Darkvision, Dodge,
  Endurance, Great Fortitude, Immunity (Aging,
  Disease, Poison), Improved Initiative, Iron Will,
  Lightning Reflexes, Toughness, Underwater
  Combat
  Powers: Amazing Save (Will) +4 (Source:
  Mystical; Cost: 4pp), Super-Constitution +2
  (Extras: Super-Strength; Source: Mystical; Cost:
  14pp), Natural Weapon (Teeth) +4 (Source:
  Training; Cost: 12pp), Swimming +2 (Source:
  Training; Cost: 4pp)
  Weakness: Disturbing, Beast Foe, Quirk (Must
  Defend Sartughot), Susceptible (Religious Symbols
  and Places), Susceptible (Needs water to breathe)
  Equipment: -
  Features: Astral Wards, Bestow +13 (Extras:
  Area, Quick Change, Range: Normal; Flaws:
  Action: Full; Source: Mystical; Cost: 78pp),
  Concealment, Drain (Wisdom) +13 (Extras:
  Ranged: Normal, Areax3, Slow Recovery; Flaws:
  Limited – One Attribute (Wisdom); Source:
  Mystical; Cost: 78pp), Dream Mastery +13
  (Extras: Deadly Dream; Source: Mystical; Cost:
  65pp), Hero Point Bankx3, Isolated Location,
  Mystic Locale, Reinforced Structure, Relay +13
  (Power Stunts: Increased Rangex5, Extras: No
  Transmission; Source: Mystical; Cost: 75pp),
  Sorcery +13 (Mind Control, Neutralize (mystic
  powers only), ESP, Illusion, Mental Blast,
  Animation, Teleportation; Source: Mystical; Cost:
  91pp)
  Staff
  Disadvantages: Terrifying
  Hardness: 19
  Important Rooms:
  Entry Way: 
  The only entrance to the lair of Sartughot is a under-
  water passageway five hundred feet long leading
  from the edge of Isla Pinta towards the center of the
  island.  Only five feet wide and often filled with
  Debased creatures and sharks, it is not an inviting or
  easy path to take. Sartughot wants more humans to
  wander into his domain to turn them into servitors,
  so he will keep the Debased creatures from attacking
  unless the visitors come with obviously hostile inten-
  tions.  
  Prison Chamber: 
  Other than the entry way there is only one room in
  the lair of Sartughot: the prison chamber.  This large
  stone room has walls of clean cut stone that have
  been covered in runes and glyphs, many of which are
  made of inlaid silver.  There are also several high-
  tech devices in the room of various alien designs,
  none of which appear to have been made on Earth or
  by human hands.  At the center of the room is what
  looks like a large well covered with a large stone
  slab on which are carved more runes.  The slab
  easily weighs a ton and is bolted to the structure
  below it in several places.  Below the slab Sartughot
  is trapped and he cannot be released with out exten-
  sive magical rituals to dispel the magics keeping him
  locked up.  
  Adventure
  Seeds:
  The Red Prince begins kidnapping magicians to
  assist him in performing the ritual to release
  Sartughot.  One of the PCs friends or allies is
  kidnapped in his efforts and the PCs have to find him
  and save him before the ritual takes place.  
  Reports of strange shark attacks begin to surface
  from a coastal region near the headquarters of the
  PCs.  After several people are killed the PCs are
  asked to look into what is happening and find a large
  swarm of debased sharks in the region that have been
  brought their by the Red Prince to cause confusion
  while he searches a nearby sunken ship for a magic
  relic he needs to free Sartughot.  The PCs must both
  stop the shark attacks and keep the Red Prince from
  getting the relic he seeks.  
  A group of researchers and land developers have
  come to Isla Pinta to try and research the local
  wildlife and develop the valuable property there.
  They quickly fall prey to the nightmares and
  maddening whispers of Sartughot and begin acting
  strangely including kidnapping inhabitants from
  neighboring islands.  The PCs are asked by govern-
  ment officials or relatives of one of the individuals
  on the island to investigate what is going on and try
  to bring it to a stop.  
  36th Precinct
  The 36th Precinct is an experiment in the United
  States law enforcement community: the first police
  precinct staffed entirely by people with super-
  powers.  The 36th Precinct is a pilot program that the
  Department of Homeland Security hopes to spread to
  various hotspots of super-powered activity around
  the nation, such as New York City and Eldritch Hill.
  While there was some controversy initially about
  putting all the super-powered cops in one place
  instead of spreading them across all the regions that
  need them, thus far the strategy of concentrating
  super-powered personnel in one place has proved
  more effective that scattering them into smaller
  groups.  There are plans to open up six more super-
  precincts in the next year in New York City, Chicago,
  Eldritch Hill, Los Angeles, Washington D.C. and Los
  Vegas.  
  In order to test the 36th Precinct concept in an area
  that has super-powered activity but is not overpopu-
  lated with heroes and other individuals who could get
  in the way of the testing process, the 36th Precinct
  was built in the Research Triangle Park near Raleigh
  and Durham North Carolina.  The Research Triangle
  
  headquarters & Hideouts 2
  Park is one of the most active scientific research
  centers in the Southeast and in recent years it has
  become a common target for super-villains looking
  to pick up some advanced technology without having
  to raid heavily guarded military bases or more high
  profile installations where heroes are more likely to
  get involved.  The most recent attack resulted in
  Magma destroying an advanced computer chip
  research facility because she attacked the wrong
  building but the local authorities could do nothing to
  stop her rampage and no heroes got to the scene fast
  enough to make a difference.
  The Precinct itself is built in the center of the
  Research Triangle Park in an armored facility with
  numerous security and defense measures.  It has a
  staff of sixteen individuals, all of whom have powers
  of some type but none of which are of any great
  powered.  What they lack in raw power they make
  up for in teamwork, training, and equipment supplies
  by the companies of the Research Triangle Park.
  Since the Precinct has begun operations attacks on
  the Research Triangle Park have dropped to a fourth
  of their former rate with only two casualties amongst
  the Precinct’s personnel.  In addition to battling it out
  with super-villains the 36th Precinct’s personnel also
  help local authorities apprehend dangerous criminals
  and those individuals with sensory powers use them
  to help investigations of local crimes.  The commu-
  nity reaction to the 36th Precinct has been enor-
  mously positive, especially since the staff of the
  Precinct recently helped save over fifty people when
  the Bank of Columbia Building caught on fire using
  their booster packs.  
  The members of the 36th Precinct spend most of
  their time on patrol, using both boost packs and cars,
  doing paperwork and administrative duties, investi-
  gating crimes, or doing community work.  The
  success of the 36th Precinct has caused many local
  governments to look into starting their own versions
  of the project and it is not uncommon for observers
  from other regions to come to the Precinct to see
  how it works.  After an initial dearth of recruits to
  the program the number of applications to serve in
  the 36th Precinct has skyrocketed after its many
  successes.  Most of these recruits wish to use their
  powers to become super-heroes some day, but feel
  they need training to do so and feel the military’s
  Eagle Defense Force is too risky a venture to join.
  Most of these recruits will end up serving in other
  super-precincts once they get up and running and for
  the time being the 36th Precinct will remain the
  preeminent assignment for the new breed of super-
  cops as it was the first home they had. 
  In addition to stopping crimes in the Research
  Triangle Park the 36th Precinct has become widely
  recognized as the experts in super-powered prisoner
  transfer, using a wide selection of gadgets and power
  nullifiers to transport the criminals they arrest.  They
  have regularly been called on by the federal govern-
  ment to assist in prisoner transfers and have even
  assisted the Sentinels on one occasion when the
  Sentinels captured the entirety of the Fists of Shang
  Fao.  This expertise is one of the reasons several
  times are seeking to train under the guidance of the
  36th Precinct.  
  While the 36th Precinct has been a successful test so
  far, its greatest tests lie ahead.  The super-villain
  communities, especially large organizations like the
  Skorpion Army, have realized the threat that a
  common man’s organization for individuals with
  weaker powers presents and have begun plotting to
  take down the 36th Precinct hard.  Already rumors of
  these plans have filtered back to the United States
  intelligence community and Captain Spenser has
  been warned, but without more facts there is little he
  can do but prepare his people for the worst.  
  History:
  The idea of the 36th precinct began five years ago in
  the mind of Senator Richard Collins of North
  Carolina, whose daughter was a worker in the
  Research Triangle Park who was killed during a theft
  by minions of Lord Dread.  North Carolina had
  neither the glitz nor the excitement of cities like New
  York or Eldritch Hill so few heroes called the state
  home, leaving the locals to rely on Project Archangel
  Devil’s Workshop
  Page 76
  or the Sentinels if any super-villains attacked the
  area.  This led to having to wait hours for these
  organizations to respond to immediate threats
  which did little to stop the super-villains from
  striking the region.  Most of the time they were
  long gone before any heroes even arrived on the
  seen.
  Unable to request an Eagle Defense Force
  Detachment for any of the military bases in the
  Raleigh area, Senator Collins tacked on a rider to a
  bill increasing education spending that would
  create the 36th Precinct as a test project in super-
  powered policing.  While there was some debate
  over the 36th precinct proposal, in general the
  education bill was so well favored the 36th
  Precinct slid by because it was attached.  The bill
  appropriated enough money to build a headquar-
  ters, furnish basic equipment, and transfer and train
  a small amount of personnel, but there was not
  nearly enough money for the types of high-tech
  wizardry and cutting edge gear that most super-
  hero teams use.  
  The building the 36 Precinct is housed within was
  originally used for testing explosives and other
  dangerous chemicals a decade ago until it was
  attacked by the Skorpion Army and much of its
  experimental chemicals stolen.  The facility was
  left abandoned until it was selected by the 36th
  Precinct due to the heavy armor plating and struc-
  tural supports used in the building’s construction.
  The building was bought on the cheap due to its
  age and some structural damage, but this was
  quickly repaired and the necessary equipment for
  the 36th Precinct moved inside.  Initially the 36th
  Precinct had 8 personnel, 2 police cars, and the
  equipment one would normally find in a poorly
  equipped police precinct.  Despite these limitations
  within its first week of operation the 36th Precinct
  stopped an attack by the Mechanist and Gravita on
  a particle research facility.  With this show of skill
  and ability the local government and the businesses
  of the Research Triangle Park threw their support
  behind the 36th Precinct, drastically increasing
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  their budget and equipping them with all manner
  of advanced technologies, including the boost
  packs that have become a symbol of the 36th
  precinct.
  In the year it has been in operation there have been
  eight super-villain attacks in the Raleigh-Durham
  area, all but one of which have been thwarted by
  the 36th Precinct.  Due to their success rate their
  funding has continued to increase and their
  personnel roster has grown to sixteen individuals.
  Also some other super-hero teams, such as the
  Sentinels and Citizen Squad, have begun talks with
  the Precinct to exchange members to promote
  inter-team cooperation and allow training in other
  fields.  Despite not having the experience or raw
  power of other teams the 36th Precinct has quickly
  become a well respected super-powered team.  
  Locale:
  The 36th Precinct is located near the center of the
  Research Triangle Park several miles east of
  Raleigh and south of Durham.  The region around
  the 36th Precinct is forested despite the numerous
  research facilities in the area and major highways,
  including I-85 and I-40 are a short distance away.
  There are not residences within the Research
  Triangle Park, but each working day the region is
  inhabited by several thousand workers and scien-
  tists.  Many major corporation have research facili-
  ties in the Park.  In addition to the 36th Precinct
  the Research Triangle Park is patrolled by county
  police and state troopers, but they normally call in
  the 36th Precinct when anything unusual happens.  
  Inhabitants:
  There are sixteen personnel officially assigned to
  the 36th precinct and there are often another four
  to six personnel undergoing training, carrying out
  special administrative duties, or are part of some
  cross-staffing operation with another super-team.
  Because of the small mount of staff available to
  the Precinct its members usually have to carry out
  a number of duties in addition to normal police
  operations, such as cleaning up the Precinct.  The
  police of the Precinct operate in pairs usually, but
  work in larger groups for particularly dangerous of
  complex tasks.  There are barracks at the precinct so
  officers can be on call at all times with most staying
  at the precinct for four days and then having three
  days off.  Because of this there are always at least
  four officers on patrol and four officers in the head-
  quarters at all times.  
  Due to the other heroes who have come to the 36th
  Precinct for training it can easily be populated by
  individuals from other teams.  Most of these individ-
  uals fall in a power level range of 6-14.  
  Captain Lisa
  Spenser
  The childhood of Lisa Spencer was a very traumatic
  one due to her mutant ability, the power to increase
  or decrease the physical pain of others.  As a child
  she had little control over the power and any bout of
  anger could accidentally trigger it, an event that
  happened often enough for her parents to eventually
  allow her to become a ward of the state as they
  couldn’t handle it anymore.  Raised in a number of
  orphanages and foster homes all of which were
  specially organized for children with super-powers,
  she weathered it all surprisingly well and over time
  eventually developed some control of her abilities.
  All the moves she underwent as a child has made it
  difficult for her to form emotional bonds, causing
  most people to think of her as distant and cold.  
  When she was eighteen she signed up to join the
  Marines and was transferred to the Eagle Defense
  Force as soon as the military learned of her powers.
  A powerful addition to any team, Lisa Spencer
  served in missions around the world including the
  first Gulf War and Somalia during her tour of duty,
  but left the service in four years ago.  Since then she
  worked in a number of local law enforcement agen-
  cies until she was transferred by directive of the
  Department of Homeland Security to the 36th
  Precinct to serve as its commanding officer.  She has
  quickly turned the group of disparate personalities
  into a cohesive team with an impressive record of
  victories.  While her troops are loyal and respect her
  command decisions, few of them actually like
  Captain Spenser due to her unemotional nature and
  lack of emotion towards her coworkers.  She actually
  cares for them a great deal, but has difficulty
  showing it.
  Captain Spenser’s main concern right now is keeping
  the 36th Precinct running properly and proving the
  concept itself is sound.  She has no aspirations
  beyond her current position, but feels that the secu-
  rity of the nation is best put in the hand of trained,
  legally recognized officers of the law as opposed to
  vigilantes in tights.  Because of this attitude she does
  not get along well with most super-heroes, including
  those who come to the 36th Precinct for training.
  Captain Spenser believes those with super-powers
  should join the military or the police to put their
  powers to good use instead of traipsing around on
  their own causing all manner of problems.  She
  always wants her officers to do things by the book
  and does not take mavericks or disobedience well.
  She is perfectly willing to have a disobedient officer
  transferred out of her precinct no matter how useful
  his powers are, as several hot shot policemen have
  found out.  
  Quote: “Tights, capes, and last minute rescues are
  not how we do things around here.  Uniforms, armor,
  and stopping the villain ten minutes early, that’s how
  this precinct works.”
  Personality: Brusque, cold, and distant, Captain
  Spenser leads through discipline and results.  Her
  fellow officers rarely hang out with her outside of
  work, which she prefers as she would rather keep
  those she may have to order to their deaths at arm’s
  reach.  The Captain is thoroughly professional in her
  job and only plays politics as much as she has too.
  The local press has developed somewhat of a dislike
  of her because of her complete unwillingness to
  comment on any ongoing investigation.  Captain
  Spenser prefers not using her powers when other
  means will do, a holdover from her days as a child
  
  headquarters & Hideouts 2
  where her power accidentally injured others.    
  Powers & Tactics:  In combat Captain Spenser uses
  her boost pack to quickly get close enough to use her
  sidearm, preferring to save her powers to assist her
  officers.  When pressed she will paralyze particularly
  dangerous opponents and then have her officers
  attack the opponent until he is rendered unconscious.
  All the staff of the 36th Precinct uses the non-lethal
  settings on their weapons before switching to lethal
  damage.  Captain Spenser always works to coordi-
  nate her troops, using the Leadership feat almost
  every round.  
  Appearance: In her late thirties, Captain Spenser is
  very fit but looks weary for her age.  She keeps her
  blonde hair cut short and streaks of gray are starting
  to appear prominently in her hair.  She never wears
  makeup for particularly fancy clothes, leading a very
  Spartan lifestyle.  While on duty she always wears
  her 36th Precinct Combat Uniform, not wanting to be
  caught unawares.  All of her equipment is always
  kept at a high shine, something she insists the rest of
  the precinct also do. 
  Campaign Use: For low and mid level heroes
  Captain Spenser makes an excellent antagonistic ally,
  willing to help out against villains but always
  thinking the heroes would be better served by not
  being so independent.  Her innate dislike of non-
  government heroes is likely to rile some heroes,
  something Captain Spenser does not particularly care
  about.  Regardless of her feelings Captain Spenser is
  always willing to help out against villains in the area
  and the 36th Precinct can provide a reasonable
  amount of firepower to the PCs without being an
  overwhelming presence due to their generally low
  level.  
  Villain Option: Instead of operating the 36th
  Precinct to the best of her ability Captain Spenser is
  instead running to into the ground on purpose, but
  doing so very subtly.  After being bribed by a
  number of super-villains she is setting up the
  Precinct for a major fall next time a super-villain
  attacks the city, likely resulting in the deaths of
  numerous officers and civilians.  Now she just has to
  keep her activities secret until her plan comes to
  fruition.  
  Captain Lisa Spencer: PL 10; Init +2; Defense 17
  (15 flat-footed); Spd 30 ft.; Atk +7 melee (+2S,
  punch), +7 ranged (+6L, multi-use sidearm); SV
  Dmg +5, Fort +3, Ref +2, Will +6; Str 14, Dex 14,
  Con 16, Int 12, Wis 18, Cha 14
  Skills: Bluff +5, Intimidate +5, Search +3, Sense
  Motive +8
  Feats: Iron Will, Leadership, Point Blank Shot,
  Toughness
  Powers: Neural Manipulation +10 (Extras: Paralysis
  Pain; Source: Mutation; Cost: 50pp)
  Weakness: -
  Equipment: Boost Pack (Leaping +6 (Power Stunts:
  Super-Leaping; Extras: Bouncing; Flaws: Device;
  Source: Super-Science; Cost: 8pp)), 36th Precinct
  Combat Uniform (Armor +6 (Feats (With Device
  Flaw): Radio Broadcast, Radio Hearing; Source:
  Super-Science; Cost: 8pp)), Multi-Use Sidearm
  (Weapon +6 (Power Stunts: Snare, Stun, Penetrating
  Attack; Source: Super-Science; Cost: 12pp)
  Lieutenant Jason
  Harridan
  The second in command of the 36th Precinct,
  Lieutenant Harridan claims to be the safest means in
  the world to transport prisoners.  Due to a strange
  encounter with an artificial spectral singularity, or as
  he calls it a “ghosts only black hole,” while touring
  his father’s research lab as a child, Harridan devel-
  oped the ability to pull the spirits out of living beings
  and temporarily them in small crystals his body
  creates every time he uses this power.  These crystals
  are made of carbon based crystals and are created by
  Harridan coughing them up, which he refers too as
  “vomiting up bad guy in a box.”  This ability is
  painful for Harridan to use and he avoids doing so,
  but it makes him the 36th Precinct’s ace in the whole
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  Page 78
  when they are in trouble.
  Harridan spent most of his childhood after the
  accident trying to become a superhero sidekick,
  but never really succeeded due to the odd nature of
  his power and his own exuberance.  He served
  with the Science Soldiers for a short time, but the
  fact that using his power hurts Harridan they
  suggested he find another line of work.  During
  these years Harridan met almost every major
  super-hero team in the nation, contacts he kept up
  with over the years.  Due to Captain Spenser’s
  dislike for most heroes Lieutenant Harridan has
  become the default point of contact for when the
  36th Precinct has to deal with super-heroes.  This
  is a duty at which Harridan excels and luckily he
  has gotten over most of his hero worship years
  ago.
  Lieutenant Harridan joined the 36th Precinct after
  serving in the FBI for several years assisting in
  prisoner transfer and specializing in transporting
  super-powered beings.  His good nature and
  rapport with the officers stands in stark contrast to
  Captain Spenser’s distant personality, meaning the
  two compliment each other well as leaders.
  Lieutenant Harridan is very popular with the offi-
  cers of the 36th Precinct and organizes most of the
  social events of the precinct, such as birthday
  parties or holiday celebrations.  Harridan has
  learned from experience to let the Captain talk to
  the press as he has a habit of saying too much in
  an attempt to be charming, something he admits is
  a weak spot for him.  
  Harridan still secretly hopes to one day be a super-
  hero, cape and all, but is pretty sure now it will
  never happen.  For the most part having the respect
  of super-heroes and working along side them is
  enough for him.  
  Quote: “I’d put that car down or you’ll be going
  on a really interesting tour of my gastrointestinal
  tract.”
  Personality: Always upbeat and smiling,
  
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  Devil’s Workshop
  headquarters & Hideouts 2
  Lieutenant Harridan is an eternal optimist.  He
  always expects the best from people and luckily
  seems to bring it out in them and has even talked a
  few super-villains into repenting and changing
  their ways.  While some think Harridan has some
  sort of power over the minds of others, in fact he is
  just really likeable and easy going.  While in battle
  Harridan does quip in the fashion of some super-
  heroes, but this tends to get on the Captains nerves
  and doesn’t last long.  
  Powers & Tactics:  Due to the painful and limited
  nature of Harridan’s Astral Trap power he avoids
  using it when possible, saving it for particularly
  powerful villains.  If any of the 36th Precinct
  members are disabled by a villain he will usually
  cut loose with Astral Trap, multiple times if the
  villains have inflicted enough damage on his
  fellow officers.  Usually Harridan relies on his
  multi-use sidearm for offense and he tends to use
  his boost pack more than most of his fellow offi-
  cers, merely jumping around a battlefield in the
  hopes of getting a better angle on his enemies.
  Appearance: A fit man in his late twenties,
  Lieutenant Harridan has olive skin and dark hair
  that he keeps cropped close to his skull. His hair is
  completely black due to the fact he dyes it regu-
  larly to avoid bits of gray showing through.
  Harridan wears normal civilian clothes when not
  on duty, favoring comfort and style over utility.
  While on the job he wears his uniform at all times,
  but only puts his combat uniform on when he is
  expecting trouble  More than any of the other offi-
  cers he wears his boost pack as much as possible,
  preferring boost patrol to car patrol.  
  Campaign Use: While Captain Spenser provides
  an antagonistic ally for the PCs, Lieutenant
  Harridan provides a far more openly friendly ally.
  Knowledgeable about super-heroes and friends
  with a great many of them, he can easily introduce
  the PCs to many of the big names in the super-hero
  world.  He can also provide prisoner transportation
  for villains captured by the PCs.  Within the
  precinct he serves as an excellent point of contact
  for the PCs if they wish to avoid Captain Spenser
  and her prejudices.  
  Villain Option: As a villain Lieutenant Harridan
  grew bitter about being turned down by so many
  heroes as a child and has nurtured this bitterness in a
  long lasting grudge.  Now he waits for the day he
  can get into one of the maximum security super-
  villain prisons so he can sabotage the prison and let
  everyone out, forcing the heroes who once spurned
  him to recognize his value and only with his help can
  all the prisoners be returned to their cells.  The fool-
  ishness of this plan has completely escaped him.  
  Lieutenant Jason Harridan: PL 9; Init + ; Defense
  17 (14 flat-footed); Spd 30 ft.; Atk +6 melee (+2S,
  punch), + ranged (+L,); SV Dmg + Fort +, Ref +,
  Will +; Str 14, Dex 16, Con 16, Int 12, Wis 12, Cha
  18
  Skills: Diplomacy +8, Drive +7, Search +5, Sense
  Motive +5, Spot +4, 
  Feats: Connected, Great Fortitude, Point Blank Shot,
  Toughness
  Powers: Astral Trap +9 (Flaws: Burning, Degrades;
  Source: Mutation; Cost: 27pp)
  Weakness: -
  Equipment: Boost Pack (Leaping +6 (Power Stunts:
  Super-Leaping; Extras: Bouncing; Flaws: Device;
  Source: Super-Science; Cost: 8pp)), 36th Precinct
  Combat Uniform (Armor +6 (Feats (With Device
  Flaw): Radio Broadcast, Radio Hearing; Source:
  Super-Science; Cost: 8pp)), Multi-Use Sidearm
  (Weapon +6 (Power Stunts: Snare, Stun, Penetrating
  Attack; Source: Super-Science; Cost: 12pp)
  Robby
  Robby is the newest member of the 36th Precinct.
  An experimental robot built by Cyberlock Security
  Systems, he has been assigned to the 36th Precinct
  for his first field testing.  Accompanied by a battery
  of technicians and researchers who have claimed the
  basement of the precinct as their own, Robby is
  supposed to be treated as any other member of the
  36th Precinct.  Unfortunately for Robby the decision
  to allow Robby into the program was not run by
  Captain Spenser and she regrets having a talking tin
  can forced on her with no say.  Because of this she
  often leaves Robby out of precinct operations and
  rarely assigns him any important duties.  As his
  programming dictates Robby takes this all in artifi-
  cial good cheer, but really wants a chance to prove
  himself.
  A product of advanced neural engineering, Robby is
  hoped to be the first in a line of mass produced artifi-
  cial intelligence robots for use in both the security
  and civilian markets.  Robby is programmed to be
  unfailing cheerful, to uphold every aspect of the law
  to the letter, and to obedient to all his superiors.  In
  many ways he is an excellent police officer, except
  that he has no sense of scale.  Initially he arrested
  ever speeding driver he found and every litterer that
  crossed his path, but over time he has learned to be
  choosier in the criminals he arrests.  Robby does not
  understand humans but his programming enables him
  to learn, and has learnt much in his time at the 36th
  Precinct.  
  Despite Captain Spenser’s initial dislike of Robby
  the other officers of the 36th Precinct have made the
  robot their unofficial mascot and take turns trying to
  teach him bad habits his programmers won’t like,
  such as cursing or gambling.  Lieutenant Harridan
  often spearheads these attempts, thinking that the
  sterilized learning program that the researchers run
  Robby through will never help him really develop as
  an intelligent being.  The officers have kidnapped
  Robby several times to take him out of the precinct
  and carry out various unauthorized activities, such as
  going to movies or going bar hopping.  In such
  instances Robby is usually kept in disguise, but there
  have been several instances where his disguise has
  failed, usually resulting in a very chaotic scene.  
  Quote: “Excuse me sir but I must ask you to put that
  container of advanced microchips down.  You are
  under arrest.  No, this is not a laughing matter.”  
  
  headquarters & Hideouts 2
  Personality: In order to create a robot that humans
  could relate too and think of as a friend or part of the
  family Robby was programmed to be incredibly
  cheerful, so much so that he annoys most of the
  people who programmed him.  He has the capacity to
  feel synthesized versions of emotions in order to
  allow him to better interact with humans, but any
  emotions other than a general happy state are rare.
  When other emotional states do strike Robby they
  tend to overwhelm him, leaving him confused.
  Robby has only gotten angry once and while angry
  almost beat a super-villain to death while trying to
  arrest him.  This behavior frightened both Robby and
  his programmers so he now has numerous safeguards
  to prevent such behavior again and Robby tries to
  avoid situations that may make him angry.  
  Powers & Tactics:  Robby is only programmed to
  engage in combat at the direction of Captain Spenser
  or Lieutenant Harridan.  Otherwise Robby cannot
  engage in any violent act, though may assist others
  by dragging them out of combat.  Usually when the
  36th Precinct is responding to a dangerous situation
  either Captain Spenser or Lieutenant Harridan give
  Robby permission to be violent before he arrives on
  the scene.  This requires that Spenser or Harridan
  give the permission in person to avoid people
  mimicking their voices over the radio.  Once in
  combat Robby attacks the most dangerous foe he can
  find in melee combat, using his boost pack to close
  quickly with the target quickly.  Robby tries to inca-
  pacitate his target by doing stun damage wit his fists,
  but if this does not work he will do lethal damage
  instead or try to use his multi-use sidearm.  Robby is
  programmed to attack foes in melee combat because
  that is how he is most effective.  
  Appearance: From a great distance Robby may be
  mistake for human, but anyone who comes within a
  hundred feet can obviously tell he is not a living
  being.  Robby’s outer covering is white and blue
  armor plating with the 36th Precinct symbol on his
  chest.  He is a little over six feet tall and surprisingly
  thin and spindly considering how strong he is.  His
  face was built to mimic a great many human
  emotions and he has large expressive eyes that glow
  blue normally.  Robby normally has several running
  lights on his body, but can shut them off if need be.
  Robby is equipped with his own siren and flashing
  lights for when he needs to move through traffic
  quickly.  
  Campaign Use: Robby serves as the comic relief
  and melee tank of the 36th Precinct.  In order to
  widening his testing parameters PC hero groups may
  be asked to temporarily host Robby and show him
  how they operate, especially if the heroes have
  contacts within the 36th Precinct.  Also Robby pres-
  ents a chance for characters to try and show someone
  what it is to be human and an intelligent being.  In
  many ways Robby is an unshaped block of potential
  that the 36th Precinct and the PCs can help form.  
  Villain Option: During a battle with the Mechanist a
  few months ago Robby became infected with nano-
  machines and his programming has been altered, but
  not so overtly that his handlers have noticed.  Some
  day soon Robby will suddenly snap and go rogue,
  doing as much damage as possible as he does so.
  The 36th Precinct may need help finding their
  wayward robot and repairing him before the
  Mechanist can collect him.  
  Robby: PL 10; Init +2; Defense 16 (14 flat-footed);
  Spd 30 ft.; Atk +9 melee (+15S or L, punch), +7
  ranged (+6L, multi-use sidearm); SV Dmg +5, Fort
  +5, Ref +2, Will +1; Str 20, Dex 14, Con 20, Int 16,
  Wis 12, Cha 10
  Skills: -
  Feats: Darkvision, Immunity (Aging, Critical Hits,
  Disease, Exhaustion, Poison, Pressure, Starvation,
  Suffocation), Radio Broadcast, Radio Hearing
  Powers: Super Strength +10 (Power Stunts: Lethal;
  Extras: Protection; Source: Super-Science; Cost:
  52pp)
  Weakness: Naïve  
  Equipment: Boost Pack (Leaping +6 (Power Stunts:
  Super-Leaping; Extras: Bouncing; Flaws: Device;
  Devil’s Workshop
  Page 80
  Source: Super-Science; Cost: 8pp)), 36th Precinct
  Combat Uniform (Armor +6 (Source: Super-
  Science; Cost: 6pp)), Multi-Use Sidearm (Weapon
  +6 (Power Stunts: Snare, Stun, Penetrating Attack;
  Source: Super-Science; Cost: 12pp)
  Average 36th
  Precinct Member
  The other 14 members of the 36th Precinct (Robby
  is not counted as a member by Captain Spenser)
  are all power level 8.  They all have one super-
  power with a cost of 2 power points or less per
  level after flaws and extras are added in addition to
  the standard equipment for those in the precinct.
  These powers tend to be unusual powers that work
  well in a team environment but are not very
  conducive to becoming a solo super-hero.  
  36th Precinct Member: PL 8; Init +2; Defense 16
  (14 flat-footed); Spd 30 ft.; Atk +6 melee (+2S,
  punch), +6 ranged (+6L, multi-use sidearm); SV
  Dmg +2, Fort +2, Ref +2, Will +2; Str 14, Dex 14,
  Con 14, Int 12, Wis 14, Cha 12
  Skills: Bluff +5, Gather Information +5, Intimidate
  +5, Knowledge (Criminals) +5, Search +5, Sense
  Motive +6, Spot +6 
  Feats: Endurance, Great Fortitude, Point Blank
  Shot, Toughness
  Powers: One power of choice with a cost of 2pp
  or less after extras and flaws +8 (Source: Any;
  Cost: 16pp)
  Weakness: -
  Equipment: Boost Pack (Leaping +6 (Power
  Stunts: Super-Leaping; Extras: Bouncing; Flaws:
  Device; Source: Super-Science; Cost: 8pp)), 36th
  Precinct Combat Uniform (Armor +6 (Feats (With
  Device Flaw): Radio Broadcast, Radio Hearing;
  Source: Super-Science; Cost: 8pp)), Multi-Use
  Sidearm (Weapon +6 (Power Stunts: Snare, Stun,
  Penetrating Attack; Source: Super-Science; Cost:
  
  Page 81
  Devil’s Workshop
  headquarters & Hideouts 2
  12pp)
  Features: Communications, Computer, Fire
  Prevention System, Garage, Holding Cells,
  Laboratory, Living Space, Power Systems,
  Reinforced Structure, Security System
  Hardness: 15
  Important
  Rooms:
  Dispatch:
  The central room of the first floor of the 36th
  Precinct serves as the dispatch and organizational
  center for the entire operation.  While on duty
  Captain Spenser can normally be found here along
  with two officers manning the radios or taking care
  of paperwork.  The primary computers of the 36th
  Precinct are located here as well, as are the
  communications equipment.  
  Holding Cells:
  Located in the sub-basement of the 36th Precinct
  in rooms that were previously used to store
  extremely volatile explosives, the holding cells are
  used to hold criminals arrested by the 36th
  Precinct.  Most of the time they hold normal, non-
  powered criminals, but they are equipped with
  neutralizers to keep powered prisoners in their
  place.  For the most powerful villains Lieutenant
  Harridan traps them in astral traps and then places
  them in a holding cell, but this is usually only a
  temporary measure and such important prisoners
  are usually transferred to a maximum security
  prison within a few days.  Whenever there are pris-
  oners in the cells there is always at least one guard
  on duty.  
  Garage:
  In the basement of the 36th Precinct the Precinct’s
  patrol cars and maintenance supplies are kept.
  There are four patrol cars assigned to the 36th
  Precinct, half of which are out at any given time. The
  cars reach the surface via ramp, which can be sealed
  off by a very stout and secure blast door if need be.
  This room is also where the boost packs are kept and
  maintained.  
  Adventure
  Seeds:
  The 36th Precinct stops a super-villain attack on the
  Research Triangle Park and Lieutenant Harridan
  places three captives in astral traps.  Before the traps
  can be returned to headquarters a teleporting villain
  warps in and steals them.  Now the 36th Precinct
  needs help finding out where these three dangerous
  criminals are and if they have escaped their prisons.
  Due to injuries the 36th Precinct turns up being
  understaffed and Lieutenant Harridan contacts the
  PCs about temporarily helping out.  While the PCs
  deal with the mundane tasks of patrolling, dealing
  with local authorities, and figuring out police proce-
  dure a group of super-villains prepare to attack a
  nearby research facility, hoping to capitalize on the
  low manpower of the 36th Precinct.
  The PCs get framed for a crime by a group of super-
  villains and now have the 36th Precinct on their tail.
  They must prove their innocence before either the
  PCs or the officers of the 36th Precinct become badly
  injured.
  
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  and Power Corrupted Copyright 2004, Louis Porter Jr.
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SOURCE: textdata/thevault/Super Hero Games/Mutants & Masterminds/1st Edition/Mutants & Masterminds - 1st Edition - Devils Workshop - Sourcebook - Headquarters & Hideouts 2.pdf