SHADOW

The Second World War, much like the First, left many scars. One of the men whose fascist dreams were left in ashes was Sir Jonathan Darke, a British nobleman and Nazi sympathizer who was imprisoned as a German spy during the War. During the 1950s, Darke took bands of disgruntled ex-fascists and banded them together to form a secret army called SHADOW. Darke assumed the identity of the costumed Overshadow. In the early 1960s, this organization struck, launching a simultaneous assault on key targets around the globe. Thanks to the efforts of AEGIS and many superheroes, their scheme was foiled. Darke was tracked down and eventually killed.
SHADOW survived Darke’s death—barely. Led by a secret council called the Penumbra, the organization spent years rebuilding its forces, using the DNA of one-time German Olympian Holtz Hellman to make an army of clones. In 1978, this army was unleashed, but they were again defeated by AEGIS and almost completely destroyed.
Again, SHADOW rebuilt. Although they nearly tore themselves apart in the late 1980s, a man named Heinrich Kantor, son of deceased Nazi war criminal Wilhelm Kantor, took possession of the Overshadow name and costume and seized control of the organization.
In 1990, as part of a mad plan to avenge his father, Kantor used advanced battlesuit technology and a mystical artifact called the Tapestry of Fate to invade AEGIS headquarters, where he took control of the agency. Revenge was not as sweet as Kantor had hoped, and eventually he was defeated and killed in a fight with retiring AEGIS-director Jack Simmons. Since Kantor’s death, SHADOW has been bereft of leadership, now nothing more than a scattered collection of small local cells committing robberies and the occasional kidnapping and murder, certainly not a major terrorist threat like Overthrow. Some even believe it no longer exists as an organization.
Nonetheless, there are reports that the Nazi supervillain Nacht-Krieger is again active and working for (or even running) SHADOW. Furthermore, AEGIS believes the last surviving member of the old Penumbra, public relations expert Franklin Folkes, is cloistered in a hidden base in the eastern United States. American criminals have reported recent criminal contacts with purported SHADOW agents. The hierarchy of evil, SHADOW, may not be quite as dead as many people believe.

Structure

THE PENUMBRA

The Penumbra is SHADOW’s “advisory council.” The full Penumbra is forty-eight members: twenty-two cell leaders from around the world, seventeen regional administrators, and the Council of Nine, Overshadow’s chief advisors.
The Penumbra coordinates the day-to-day activity of SHADOW cells and keeps the organization running as a whole. The Penumbra usually corresponds by secured transmission, the Internet, or—in extreme situations—through telepaths like those of SHADOW’s Project Mimir. The seventeen regional administrators and twenty-two cell leaders run SHADOW cells in major cities and world capitals. They are usually ex-military or disgraced law enforcement officers, or descendants of Kantor’s old Nazi and Thule Society associates.
The Council of Nine are not cell leaders; they are people whom Overshadow views as advisors or allies, even though he is mindful that many come with their own agendas. The Council once included the Nazi supervillain Nacht-Kreiger, but his loss reduced its membership (and permanent number) to nine, which suited Overshadow well enough.

• Dr. Sin: Years ago, Dr. Sin came to Overshadow with a challenge: whoever lost a game of chess would become the other’s servant. Overshadow agreed and won, but agreed to be “magnanimous” (that is, he wanted to keep Sin at arm’s length while still keeping an eye on him), so instead of forcing Sin to serve him, he brought him in as an “advisory” member of the Penumbra, treating him as a respected ally. See the Threat Report sourcebook for details on him.
• Taurus: Another supervillain considered an ally and not a full member of the organization, Taurus sees SHADOW as a useful ally and a source of guinea pigs for The Labyrinth's experiments. Like Dr. Sin, he uses his position to keep SHADOW from interfering with his personal schemes, and when Overshadow makes his next move, Taurus’ loyalty is by no means assured.
• Hilda Reinholdt: SHADOW’s head of espionage is the granddaughter of Kantor’s original aide-de-camp. She is an extraordinarily capable woman, an excellent organizer and a physical equal for the best AEGIS agent. This is unsurprising; Hilda was once a high-level AEGIS operative (romantically involved with AEGIS Field Captain Michael Hughes before she was revealed as a double agent) and loathes the organization she once served. She is a loyal servant of Overshadow, but her hatred of AEGIS knows few bounds, and she has often used SHADOW resources to further her personal vendetta without Overshadow’s knowledge or consent. Thus far, she has gotten away with it.
• The Crimson Mask: Head of the Thule Society and an Overshadow loyalist, the Crimson Mask is also second-in-command of SHADOW’s occult resources.
• Prince Vultorr the Cruel: The greatest of SHADOW’s allies among the Serpent People, this creature pays lip service to the Brotherhood of the Yellow Sign, but serves only his own interests. He is the Serpent People’s “ambassador” to SHADOW, but Vultorr’s sole interest is using his position for personal gain: wealth, pleasure, and occult power. Unsurprisingly, he is a rival of the Crimson Mask, as he covets the Mask’s magic and occult connections.
• Dominic Ashe: The head of Overthrow, a terrorist front organization, his opinions probably garner the least respect or attention. Even so, Ashe uses bluster and bravado as a cover for more insidious plans, and is one of the few members who might someday attempt a revolt against Overshadow.
• Franklin Folkes: Once enfant terrible of SHADOW, this aging public relations master spends most of his time on Capitol Hill where, under the guise of a leading political lobbyist, he cultivates crooked politicians and works against law enforcement agencies, particularly AEGIS. As cunning as he is corrupt, he has become even more adept at not taking the fall than he was back in the 1980s. He is loyal to Overshadow, but would abandon him if it looked like he was about to be deposed.
• Ragnarok: Kantor’s prodigal son and former adversary, now reconciled and part of the Penumbra.
• The ninth member's identity is unknown.

The Directorate

Overshadow doesn’t manage the day-to-day operations of SHADOW; that task has been left for the Directorate. The Directorate is a mix of bureaucrats, analysts, and think-tank wonks, huddled together in the Antarctic cold of Nifelheim. Their primary jobs are to service SHADOW cells around the world, manage the organization’s finances, and monitor the globe for situations worthy of Overshadow’s attention.
Additionally, the Directorate is in charge of SHADOW’s espionage program. If SHADOW needs someone to quietly gather information or perform a kidnapping, then the Directorate calls the shots. If a local SHADOW cell is present in the area, the Directorate calls the presiding Penumbra officer and the operation is delegated to him. If no local cell exists, then SHADOW gets Overthrow to do its dirty work. If Overthrow is not available, SHADOW deploys freelance agents or supervillains (or clone agents trained as spies).

The Corona

The Corona is a branch of the Directorate, five scientists who have joined Overshadow to form a council devoted to advancing SHADOW’s technological capabilities. The members are:

• Dr. Ibn Al-Assad is the head of SHADOW’s high-technology program, dealing with computers, robotics, and battlesuits; he is based at a major SHADOW base hidden under the desert sands of Tunisia. Allegedly the white sheep of a Saudi family in prison for activities against the Saud Royal Family, this greedy and bitter young researcher dreams of a day when the Middle East is united under his heel.
• Dr. Gemini Jones is the head of SHADOWs genetics program; her laboratory is located on a hidden Pacific atoll. She is a true believer in Overshadow’s promised world government whose medical experiments would horrify most sociopaths.
• Dr. Winston Baker heads SHADOW’s special materials project, which is disguised as a Pennsylvania research facility for a legitimate company. Baker is an engineer who was fired by major defense contractors after AEGIS uncovered his secret sales to overseas military dictatorships.
• Rudolf Heinz is head of SHADOW’s vehicles engineering group. He is a former Luftwaffe pilot who became immortal through a sorcerous pact.
• The fifth member of the Corona is the head of the energy weapons group; that person’s identity and location is unknown.

Public Agenda

The goal of SHADOW is that of its master: world-domination. Towards that end, SHADOW works behind the scenes to destabilize governments and institutions around the globe. They support terrorist cells and organizations, spark border wars, and break down diplomatic talks. SHADOW also infiltrates other organizations and institutions, working to create more totalitarian mechanisms of control and influence. The sinister organization is always on the lookout for potential weapons it can acquire to increase its power.

Assets

In the late 1990s and early part of the new millennium, Overshadow became obsessed with three projects that were key to his plans for world conquest. First, he needed an impenetrable base of operations. Second, he wanted to grow his clone armies on a vast scale. Third, he wanted to reliably mutate clone agents into superhumans.
The construction of Nifelheim, SHADOW’s huge hidden Antarctic stronghold achieved the first goal. Nifelheim is SHADOW’s crowning technical achievement. Never again (or so Overshadow hopes) will enemies ever break down the doors of his fortress and interrupt a plan just as it is coming to fruition. Now his designs could proceed in perfect security.
On every continent, SHADOW used the vast wealth it had amassed in the 1980s and ‘90s to purchase dummy corporations whose major purpose was to hide SHADOW’s clone vats. The second goal has been achieved. A new generation of clone soldiers awaits the third Operation Inundation.
Many of SHADOW’s resources have been dedicated to biological research. With an army of thousands of loyal volunteers at its disposal, SHADOW is the perfect place to explore the wonderland of superhuman genetics. It has made remarkable progress in giving short-term mutations to clones, though these mutations inevitably destroy the subject.

THE LEGION

The rank-and-file of SHADOW is comprised of legions of cloned troopers. Conceived in a laboratory, the clones are force-grown in vats until they have reached the biological age of seven. At this point, they are removed from the vats for a two-week acclimation and assessment period; the cloning process produces numerous imperfections, and clones that do not meet set standards are destroyed. They are returned to the vats, tested again at bio-age 14, returned to the vats again, and released at 21. There are clone vats hidden in SHADOW installations on every continent.
In their growth vats, clones receive subliminal training and a lot of indoctrination, making them essentially biological robots more fanatically brainwashed than the worst cult members. This process was enhanced when SHADOW scientists spliced experiment virus LV-15 (a derivative of the sentient “mind virus”) into the clone DNA. SHADOW agents are now telepathically linked and able to communicate and share information between them instantly, giving them a kind of “group mind.”
Clones live sheltered, soulless lives as members of their SHADOW cell. Days are spent training, and nights are spent in sleep-indoctrination sessions reinforced by their psychic connection. Clones don’t know enough to expect anything more out of life, and are programmed not to want anything more than to loyally serve SHADOW.
The general public is aware SHADOW uses clones, but (thanks to SHADOW’s disinformation campaign) believes their DNA was taken from the body of the 1930s Nazi athlete, Holtz Hellman.
Over the years, SHADOW has also performed various experiments in customizing different types of clones, including ones programmed or trained for particular skills (notably pilots and drivers, or operators of battlesuits) or genetically enhanced with short-lived super-powers; not that the powers are short-lived, but the clones usually are—the process causes genetic destabilization, so SHADOW produces and uses super-powered clones sparingly.

History

The Real History of SHADOW It’s funny how careful public relations and a good disinformation campaign can warp the truth. The above history is a carefully crafted fiction. Here’s the real story of SHADOW.
The year was 1938. The world stood at the brink of the most terrible and bloody struggle in brutal history. One of the key players in that upcoming conflict was Major Wilhelm Kantor of the SS, Himmler’s right hand man. Unbeknownst even to the Nazi High Command, this dashing young major had a secondary allegiance as a high-ranking member of the Thule Society, accomplished practitioners of occult magic!
A lifetime of arcane rituals guided Kantor into the desert wastes of Libya, where his destiny lay. Spilling the blood of a dozen of Germany’s finest soldiers to empower a ritual, Kantor caused a dead city to rise out of the sand. It was the lost city of Seti-Ab, burial site of the legendary sorcerer Tan-Aktor!
Pronouncing ancient Egyptian curses none had dared to speak aloud for millennia, the vile Nazi opened the wizard’s tomb. As the final seal was broken, a black vulture descended from the desert sky and settled on the major’s shoulder. This vulture was a ka, repository of the old sorcerer’s perverted soul, only capable of returning from death to join the reincarnation of Tan-Aktor, Wilhelm Kantor himself!
Thousands of years ago, the sorcerer TanAktor tried to murder Prince Heru-Ra and seize the throne of Egypt. The mortally wounded prince thrust a dagger into the sorcerer’s heart, and they died together. Presented for judgment before the gods, Tan-Aktor’s ka would have been fed to the great Devourer who consumes the souls of all who violate the laws of ma’at. However, even this was not enough for the angry Heru-Ra. The young prince declared no one but he should be allowed to destroy TanAktor, and demanded to be the instrument of divine justice.
The gods, both impressed and affronted by Heru-Ra’s presumption, granted his wish. The two souls would never die. Like a pair of scarab beetles reborn in the dung, they would be destined to reincarnate time and again, to battle each other throughout time. In one blinding epiphany, Wilhelm became aware of his origins. He also beheld a hundred past lives, all of which he had spent in the pursuit of evil.
Armed with that accumulated knowledge, Kantor vowed to succeed where his previous incarnations had failed. He would become master of the world. He looked at the long shadows of the city etched in the sand, and vowed the world would fall under his khebit, his mighty shadow.
Ultima Knowledge After blasting Seti-Ab to rubble to protect its secrets, Kantor returned to Germany. As a high-ranking Nazi who embodied the grandest ideals of Aryanhood, Wilhelm used his position to build his own empire of evil. Even the gods of the new age would fall under his shadow. He was appointed Undersecretary of Special Military Projects, giving him access to many of Germany’s superhumans: Nacht-Krieger, Nosferatu, der Roter Adler, die Walküre, and many others. Sometimes directly, sometimes through intermediaries, Kantor commanded them all.
Only one fell outside his authority: der Übermensch, the ultimate champion of Nazi might! Conducting investigations through mystical and mundane means, Kantor learned der Übermensch was in fact named Kal-Zed and was a member of the Ultima race that had been discovered by the Thule Society. He was not even Aryan!
Kantor had the knowledge to potentially discredit and humble the mighty der Übermensch, but why engage in petty rivalries when one has an opportunity to gain the knowledge that can change the world? Kantor pretended to abase himself before the mighty hero of the Reich. Gradually, he wrested the secrets of the Ultima from him, and those things he could not learn through guile were unveiled by sorcery. By 1944, Kantor was in full command of the knowledge of the Ultima, but it was already too late. Kantor realized even if he could exploit those secrets, the Allies and their superhumans would seize them before they could be fully implemented.
In 1945, leaving Germany in flames and ruin, Wilhelm Kantor strode over the bodies of the Allies of Freedom and fled to South America, determined to build a new empire, an empire that would learn from the mistakes of Nazi Germany and Tan-Aktor, an Overreich that would never fall, enthroning him as the Master of the Earth for all time!
The Lengthening SHADOW Only one thing could sway Wilhelm Kantor away from the path of his destiny: the calling of his heart.
In 1945, Kantor fell in love with a young German medical researcher, Dr. Greta Göessler. Greta was one of the most brilliant minds working on Kantor’s Projekt Zeugung, his first-generation cloning experiments. As a gift for his beloved, Kantor wanted to give her super-powers, performing the same ritual that transformed Ingrid Hildebrandt into the mighty Nazi villainess, the Valkyrie.
Unfortunately, the powers of the Aesir agreed to a non-interference pact with Earth’s Master Mage and would not permit a second Valkyrie to walk the earth. They did transform Göessler into one of the Choosers of the Slain, but they declared she must pay a price, and promptly snatched her away to serve the Aesir in Valhalla.
Kantor was enraged at himself for his weakness. He had allowed himself to fall victim to love, and for what? Love was a quality for lesser men, he decided, and devoted himself fully to his plan to build his new Reich. By 1948, his cloning experiments began to bear fruit. He grew hundreds of duplicates of himself and placed them in a huge incubation factory, all but one.
In 1950, Kantor rapidly aged one of his clones to adulthood and trained him as his successor. Dressing him in the garb of Imperial Germany, and christening him “the Killer Kaiser,” the Nazi mastermind presented his doppelganger as Kantor gone mad. The hapless clone flew into Germany in a “Battle Blimp” and activated a conditioning protocol Kantor used on thousands of ex-SS soldiers, transforming them into the brainwashed “army of the New Reich.”
In spite of his madness, the “Killer Kaiser” possessed enough of Kantor’s cunning and intellect to terrorize Europe for two years, far longer than even Kantor anticipated. Some of Kantor’s old foes finally destroyed the Battle Blimp in a spectacular dogfight over Dresden. The Kaiser perished in flames and the world breathed a sigh of relief, believing Wilhelm Kantor dead at last.
Sudden moves While the outside world wrestled with the Cold War, the amoral monster was left free to plot and scheme in peace. With the power of his sorcery weakened by the counterspell cast by Adrian Eldrich at the end of the war, Kantor turned to technology and the secrets of the Ultima. His clone army matured in vats beneath the Andes, but he had time to develop other projects.
The Monarch, a flying fortress three times the size of anything else in the world in its day, bombed factories on the east coast of the United States before a squad of air aces shot it down. Despite grabbing the headlines, it was only Overshadow’s field test in terror.
During the 1950s, Kantor began training units of soldiers using mental conditioning and primitive genetic engineering to fight the “upcoming struggle.” These men would be the Umbra, the vast darkness that would swamp the world, and the entire organization would be called SHADOW (Secret Hierarchy of Agents for Domination Over the World).
Kantor delegated his authority when he recruited his “command staff,” the Penumbra. First among them were the survivors of the Thule Society, led by an ancient, shriveled Rumanian sorcerer, the Crimson Mask. Colonel Jargon Reinholdt, the Nazi colonel who had been his aide-de-camp since the earliest days of the war, commanded its military wing and was bolstered by a pack of bright young South American military officers. These men would lead Overshadow’s forces in Operation Inundation, the day when SHADOW would overwhelm the unsuspecting West and finally take control of the world! To increase the agency’s influence, Overshadow incorporated the survivors of the Invisible Empire, a movement of American fascists of the 1930s and ‘40s. The Invisible Empire’s secret bases provided SHADOW with a network of headquarters in the continental United States that would have taken years to build on their own.
Like a chess grandmaster, Kantor planned to build up his forces slowly and carefully, waiting until his first generation of clones became fit for duty before he struck. In 1961, something forced his hand: the Scarab appeared in Freedom City.
To others, the Scarab was just another colorfully costumed crimefighter, a throwback to the masked mystery men of the Second World War. Kantor, on the other hand, recognized him for what he truly was the reincarnation of Heru-Ra! Despite his oft-repeated claim that “emotions are for the common herd,” rage filled the Overshadow’s dark soul. He knew he had to destroy the Scarab (and the society he protected) without delay!
Operation Inundation and Its Aftermath Giving his Penumbra less than a week to gather their forces, Kantor ordered Operation Inundation to commence. Around the world in Paris, France, New York, Washington DC, Freedom City, and thirty world capitals, SHADOW mobilized its troops and attacked major government, commercial, and media centers. It was an audacious plan, and for a few hours, the free world was plunged into chaos. Several major European cities were forced to surrender to SHADOW. In America, three of the largest military bases were in flames, and more than two-thirds of the country’s major military resources were disabled or destroyed.
Unfortunately for Kantor, SHADOW’s Freedom City cell had already been compromised by the Scarab, who tipped off the newly founded AEGIS organization. Kantor had dismissed AEGIS as a band of troublemakers and misfits. The “contraterror cowboys” (as the first generation of AEGIS agents were called) proved him wrong. As a result of their actions, SHADOW was unable to gain control of America’s nuclear arsenal, the one thing that would have ensured success.
In the end, SHADOW captured less than 15% of its intended targets; of those it captured, it couldn’t hold any for more than a few days. The unexpected intensity of the counterattack forced a retreat on all fronts.
Overshadow didn’t have time to brood over his defeat; sensing a moment of weakness, one of the Penumbra, a disgraced British noble named Dr. Jonathan Darke, seized his opportunity. Formerly second-incommand of the Invisible Empire, Darke believed it was his destiny to rule SHADOW (and through it, the world). He mobilized the surviving SHADOW forces and launched an attack on Kantor’s headquarters. With his back against a wall and a gun against his head, the Overshadow survived only by transferring his mind into one of his immature clones at the exact moment that Darke pulled the trigger.
Displaying Kantor’s body as a trophy, Dr. Darke seized control of SHADOW. Unfortunately, there was no recovery from the failure of Operation Inundation, and Darke’s victory proved to be a Pyrrhic one. Within a year, AEGIS demolished Darke’s version of the organization, and AEGIS Director Jack Simmons declared, “there are no more shadows left for these creeps to hide in.” Nearly everyone assumed Dr. Darke was the mysterious “Overshadow” who headed the organization, and with his demise, the world believed SHADOW could never recover. Only the Scarab remained unconvinced that the threat was over.
Shadow’s Schemes Less than two years after Operation Inundation, the Scarab’s fears were realized with a new campaign of terror. A resurgent SHADOW reappeared in the United States and Western Europe, using I-Bots (imposter robots) to replace key military personnel and foment conflict. The nefarious androids brought the United States and the Soviet Union to the brink of nuclear annihilation before SHADOW’s plot was foiled by the unlikely alliance of Centurion and Bogatyr.
Despite this setback, Overshadow (who now considered Wilhelm Kantor as dead as his other previous incarnations) continued to enact grandiose schemes. He took over city governments by polluting their water supply with a mind control drug; he turned nuclear power plants into giant bombs; he bred mutant animal packs and let them loose; he took over army vehicles by remote control. No scheme was too mad.
Time and again, AEGIS and other superheroes nipped these schemes in the bud, usually with a daring commando raid. But while AEGIS celebrated victory after victory, Overshadow’s true goals advanced unhindered: the theft of information, the acquisition of new technology, and the construction of a suit of battle armor that would set him among the gods. Overshadow was engaging in the most elaborate game of misdirection in history. Using the Penumbra as a front, no one even came close to penetrating his identity.
The Scarab Falls In the early 1970s, Overshadow received a visit from the universe’s hippest time traveler: the “Tick-Tock Doc” and his time traveling companions, the Counter-Clock Culture. The archvillain seized control of “the grooviest time machine in the universe” and attempted to rewrite his past defeats. Multiple incarnations of the Scarab stopped him with the aid of Dr. Tomorrow, but the evil genius learned enough about time manipulation to cut the growth time of his clone armies in half.
In 1978, Overshadow attempted a second Operation Inundation, this time using the first of his cloned armies. Unfortunately, too many of the clones considered themselves the Overshadow rather than mere foot soldiers; his army, instead of obeying its master’s commands, tore itself apart. The second Operation Inundation was an even bigger debacle than the first. Many people heroically resisted the clone army, but the hero of the hour was the Scarab. Overshadow’s old nemesis discovered the weakness in the clones and, pushing his telepathic powers to their limits, fomented dissent in thousands of soldiers, ensuring SHADOW’s defeat across the globe.
Overshadow realized he needed to improve the indoctrination techniques for his clones. He also knew that before he had any chance for success, he had to eliminate his old foe, the Scarab, at all costs.
Returning to his occult roots, Overshadow summoned the Scions of Sobek, ancient sorcerers who had been rivals to both Tan-Aktor and HeruRa, and charged them with the destruction of the Scarab. Declaring that they took commands from none except Sobek or Set, the Scions immediately turned on Overshadow and destroyed his cloned body. Of course, Overshadow had anticipated their treachery, and once again transferred his consciousness into another body.
The Scarab had no such recourse. He had not recovered from straining his abilities during the second Operation Inundation, and was unprepared for an attack by foes as powerful or determined as the Scions. Storming into Freedom City like the locusts of antiquity, the Scions left a trail of carnage as they headed for the city center.
The Freedom League intervened, but the Scions seized control of them, and the city’s defenders became the vanguard of the assault on the Scarab’s Pyramid Plaza headquarters. Rookie hero Brainstorm was able to use his mental powers to delay the Scions, but he was no match for their power. The Scarab, arriving at the battle as Brainstorm gave his final breath, finally broke the Scions’ control over the Freedom League, but the strain on his powers was too great, and he died, freeing his allies.
Using Eldrich’s magic to shield their minds from a second takeover, the Freedom League tracked down the Scions, who were performing a ritual to send Freedom City back to the time of ancient Egypt, where they would use its advanced technology to rule the ancient world. In the subsequent battle, the League destroyed all but a handful of the Scions.
Although he had lost a base and a body, Overshadow was pleased. The death of his archenemy (and the humiliation of his other enemies) was more than adequate compensation for the loss of one body. Unfortunately for Overshadow, one archenemy was about to be replaced by another.
Ragnarok Overshadow’s highest goal was godhood. He had used advanced science in unspeakable ways, genetically engineering the Kantor form into the most powerful body possible without marring its physical appearance. Most intellects would be proud at such an achievement, but Overshadow was unsatisfied, for he knew “greater gods than I still walk the earth.” Overshadow, predictably, went to extreme lengths to achieve his goal. Once he even hijacked Centurion’s body, but the transfer proved unstable. If Centurion was unsuitable, might there be a more suitable, and powerful, host body?
Once again, Overshadow turned to dark sorcery to locate the most powerful compatible form in existence and summoned it to him. The ritual complete, a figure strode into Overshadow’s view from beyond the worlds, a huge, handsome man with flowing blond hair.
“Father!” the stranger called, instinctively recognizing Wilhelm Kantor.
Overshadow didn’t give the man’s claim a second thought before he struck to complete the psychic transfer. In fact, the man was Wilhelm Kantor’s son. Unbeknownst to Overshadow, Greta Göessler was pregnant when the Aesir took her to serve them. In Valhalla, she gave birth to a boy, Albrecht. The Valkyries raised the child, nursed him with the milk of divine goats, and the power of Asgard strengthened him. Raised as a god, the boy gained extraordinary powers, including a will strong enough to resist his father’s attempt to possess his body.
A grizzly oedipal conflict ensued. Rushing to their leader’s defense, three platoons of SHADOW agents sacrificed themselves to cover Overshadow’s escape. Leaving the ruins of the SHADOW base behind, Albrecht Kantor declared war against his treacherous father, taking on the name Ragnarok, the Twilight of the Gods. Whenever he found a SHADOW base, he left only devastation, and he didn’t particularly care if innocent bystanders got in the way. Unfortunately for Overshadow, Ragnarok (together with AEGIS and an emerging generation of superheroes) cost his organization whatever advantage it might have gained from the death of the Scarab.
Still undaunted, Overshadow remained focused on his goal of world conquest. In 1984, the mastermind made contact with the Curator and attempted to interface with him to access the entire knowledge of the cosmos. Thanks to a meddling superhero, the resulting data stream fried the villain’s brain, putting him in a coma for years.
With their leader out of action, the Penumbra was forced to take over the reins of SHADOW. Throughout the remainder of the 1980s, SHADOW ran more like a business than a world-conquering organization, and members of the Penumbra lined their pockets from stolen goods. Making money wasn’t SHADOW’s only concern; using the public relations genius of Franklin Folkes, SHADOW embarked on Operation Blackguard, the systematic destruction of the reputation of every superhero on the planet. It was a major catalyst for the decline in popularity of superheroes at large during the 1980s.
The SHADOW Syndicate The “Corporate Period” of SHADOW was arguably its most successful.
The practical men of the Penumbra bought munitions plants, trucking and shipping networks, communications companies, banks, even security firms, and it was this “infrastructure of evil” that allowed the organization to expand, virtually unchecked, to a level beyond anything Kantor ever imagined. For obvious reasons, Overshadow preferred the centralization of power. A new attitude brought SHADOW new prosperity.
It was not to last, however. Within the Penumbra, that simplest and deadliest form of corruption—sheer greed—reared its ugly head, and by the end of the decade, SHADOW was on the verge of destroying itself in internecine conflict. This was the so-called “Shadow War,” where SHADOW bases fought each other in the heart of America’s cities, with AEGIS and many superheroes caught in the middle.
To save SHADOW, the Crimson Mask stole the Mirror of Souls from Eldrich’s sanctum and used it to restore Overshadow’s broken mind. The mastermind easily regained control of his organization, and immediately removed those who had lined their pockets and polluted the “purity” of SHADOW with “crass commercialism.” Of course, Overshadow was happy to add the now-deceased members’ fortunes to SHADOW’s coffers, the organization kept the infrastructure the Penumbra had built, and (despite being at the center of the corruption) Franklin Folkes stayed on as a trusted advisor.
In SHADOW, success is sometimes more than its own reward.
The Deepening SHADOW In 1990, Overshadow managed to contact Greta Göessler in Valhalla. Their love was now just an old, distasteful memory to him, but Greta had achieved a high status among the Valkyries, so he exploited their old love (which she had not forgotten) to trick the Norn into giving him access to the Wheel of the Skein, the source of their power. Then Overshadow kidnapped a blind seamstress, Roz King, and forced her to weave the Tapestry of Fate, an artifact giving its possessor almost unlimited control over reality.
Armed with the Tapestry, Overshadow walked into AEGIS headquarters at the retirement party for his old enemy, aging AEGIS director Jack Simmons. He forced the AEGIS agents to prostrate themselves before him. Overshadow should have been satisfied with his triumph, but it wasn’t enough. He wanted to see Simmons suffer for his defiance. He ordered AEGIS’ top agents (Simmons’ closest friends) to hunt him down and kill him. However, Simmons still had a few tricks up his sleeve, and with the help of Greta Göessler and Roz King, the aging AEGIS leader managed to gain control of the Tapestry of Fate.
Simmons used the artifact to transform himself into a young man, simultaneously wishing Overshadow out of his battlesuit. With the playing field leveled, the two old adversaries engaged in a brutal hand-to-hand struggle on the gondola of a rebuilt Battle Blimp, which Overshadow had transformed into a devastating weapon of war with the Tapestry. In the ensuing struggle, Overshadow fell to his death (of course, he transferred his mind into another clone). Simmons destroyed the tapestry (“Thanks for the birthday present, Overshadow, but it clashes with every room in the house”), accepted his mortality, and went into retirement on a high note.
The world believed SHADOW was finally destroyed, true to its roots, in a manner befitting an old Republic serial. Bloodied but unbowed, Overshadow decided it was to his advantage if the world continued to believe him dead. Again, he turned his attention to rebuilding his empire and using the wealth it had accrued to expand it on a vast scale. He recruited new members for the Penumbra, upgraded his battle armor, and authorized an ambitious program to build bases on every continent. His program was interrupted, however, by a much graver threat than any AEGIS had ever provided: invasion from beyond.
Terminus Earth had experienced invasions before, and Overshadow treated them like a vulture treats a corpse: opportunities to scavenge for new technology. However, the Terminus Invasion was different. This was no mere military exercise or glorified scavenger hunt. This was a fight to the finish for the fate of the universe.
Early in the crisis, Overshadow recognized the extent of Omega’s power. He attempted to win his support, only to lose another body at the negotiating table. Realizing diplomacy would never succeed with such a nihilistic entity, Overshadow covertly deployed some of SHADOW’s resources in an attempt to end the threat. Of course, even in a fight for survival, Overshadow remained true to his roots—he hijacked a squad of Omegadrones captured by AEGIS and dissected them to discover the secrets of Omega’s technology. There were several capable lieutenants in the Penumbra, but Overshadow lacked someone with a reputation for ruthlessness to serve as his enforcer. The archvillain remedied this by turning to his past: Nacht-Krieger, second only to der Übermensch in the hall of shame reserved for Nazi supervillains. The Scarab had imprisoned Nacht-Krieger under Pyramid Plaza in 1967; now Overshadow made contact with his old lackey and persuaded him to destroy the ring that granted him his powers. This act freed Nacht-Krieger from imprisonment, but condemned him to an existence as a living shadow. Driven mad by decades of solitude, Nacht-Krieger was easily manipulated into rejoining the fold of SHADOW. Since his release, Nacht-Krieger has spearheaded most of SHADOW’s most important operations and murdered dozens of AEGIS agents. The world knows Nacht-Krieger is at large once more, but no one has (yet) connected his reappearance with Overshadow. AEGIS believes that Nacht-Krieger is drawing on some of SHADOW’s old resources, but no one suspects his true level of involvement.
Overthrow A key to SHADOW’s goals was its collaboration with the Foundry in the early 1990s to develop its teleportal technology. Overshadow used it to connect his bases so they could secretly transfer goods and materials without being detected. The efficient transport of goods reduced SHADOW’s need to commit open robberies, allowing them to plunder resources in remote locations, away from the public eye.
During the 1980s, SHADOW had drifted from its world-conquering roots, becoming a group of thieves. Because thieves were a lower priority for law-enforcement agencies than overt threats to national security, it served Overshadow’s purposes to perpetuate that façade. However, SHADOW still needed a terror arm, so he gathered various European terrorist cells and combined them into a new organization, Overthrow. In the guise of a high-tech anarchist group, Overthrow would perform actions that advanced SHADOW’s goals, but wouldn’t lead AEGIS or UNISON back to their door. Overthrow would distract the world, allowing SHADOW to advance its goals in secret.
SHADOW Today Overthrow played its role to perfection. Today, most people believe Overthrow poses a far greater threat to civilization than SHADOW (and many people doubt that SHADOW still exists at all), which is precisely what Overshadow wants them to believe. Since 1990, SHADOW has taken to the shadows and vanished from public awareness. Only AEGIS continues to warn that (despite their inactivity) SHADOW remains one of the world’s preeminent threats. With each passing year, however, fewer people take that warning seriously. It’s amazing how quickly even something as terrible as SHADOW can fall off the public radar.

Founding Date

1952

Type

Illicit, Syndicate

Alternative Names

Secret Hierarchy of Agents for Domination Over the World

Leader

Overshadow

Subsidiary Organizations

• Overthrow

Notable Members

• Overshadow