Marvel Girl II

This character is Caitlin Fairchild from the Gen13 series. The change in code-name is to reflect that her mother is Ms. Marvel I aka Carol Danvers. Thus she became Marvel Girl II later in her history, Ms. Marvel II being Mary Batson.

I changed the origin of her powers and the history of her and Gen13 to integrate her into my core universe. This despite the fact that I use the WildCATS and other characters from the same “comic book” universe in an alternate dimension. Her quasi-Kryptonian  status is due to my liking the story in the Superman/Gen13 crossover and how she looked wearing the “S”.

Quotes are mostly drawn from the Superman/Gen13 story (the first part of which was incidentally named “The Never Ending Prattle”) tailored for my setting.

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Background

Powers and Abilities

Caitlin is a second generation meta-human, her mother is Carol Danvers aka Ms. Marvel, and her father is Alex Fairchild, one of the members of Team 7. She was exposed to an artificial element called KS13 by a branch of the criminal organization Project: Rebirth.

The exposure to KS 13 was done in a slow and methodical fashion. This led to her metagene slowly changing her D.N.A. into something that closely resembles that of a Kryptonian, Daxamite, Hydrosian, etc. Unlike in other incarnations each member of the UAZ Gen13 was “activated” in a different way.

It has been determined that Caitlin shares the “aura” that other Kryptonian analogue characters have. The effect of this is that anything in close contact with her skin (as in her costume) is considered to have the same Body rating as Fairchild.

Flight Speeds: Although Caitlin is capable of speeds exceeding escape velocity she usually keeps her speed down for a number of reasons. Her typical speed for patrols is about 45 mph. In emergencies she will hit around 300 mph (in city), she won’t break the sound barrier unless absolutely necessary.

When travelling to other cities she will usually travel at 10 ap’s or so of speed. She has recently been able to attain practical interplanetary velocity and she believes she will probably break lightspeed eventually.

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History

In 1981, not long after losing her powers to Rogue, Carol Danvers had a brief affair with an old friend from her S.H.I.E.L.D. days, Alex Fairchild, they ultimately drifted apart but Carol eventually discovered that she was pregnant. She gave birth to Caitlin in May of 1982 however like many of the other children of Alex’s old team people soon came after her.

While Carol was eventually able to destroy all records of Caitlin’s existence, she was concerned with being used to find her. To that end she left Caitlin with her brother Fred and his wife before leaving Earth to travel through space, she eventually gained new powers similar to her old ones, this time she was imprinted with a Tamarannian pattern (Starfire), and join LEGION.

Carol would eventually return to the Sol System in the later part of 2003 after a friend (Mar Vell) told her that Caitlin was starting to look for her. Carol and Caitlin had a pleasant enough reunion and spend some time together on a regular basis, Carol having now taken a position as LEGION Liason officer to the Sol System IST.

Oddly (considering) Caitlin was raised as Caitlin Danvers, and the “daughter” of her Uncle Fred and Aunt Silvia. When Caitlin was 12 (1994) she was asked to take part in a special summer camp for gifted children that had been announced at her school. Caitlin normally spent the summer with her grandparents but she was so excited to be selected that Fred and Silvia allowed her to go.

The camp was “officially” sponsored by Lexcorp, and entirely above board. However the camp was actually part of the criminal organization Project: Rebirth, Luthor having recently bought into the group, and provided much needed new capitol, and untraceable facilities.

When Caitlin was selected she was surprised but ecstatic, and when she arrived at the camp she was initially excited at the prospects she saw before her but she was quickly disillusioned.

Project: Rebirth

On that first day she and 19 other children were informed that they were now part of Project: Rebirth. At this time, Caitlin was a “Hollywood ugly” computer geek, the whole package, thick glasses, baggy clothes, stooped posture etc.

The “exploration of human potential” that the children were told they were part of was to them an endless succession of test, physical exams, and sleep depravation, interspersed with mental abuse. This continued for nearly six months before things came to a head.

The project had been exposing Caitlin to minute amounts of an artificial element dubbed KS, which was developed from studying Orange Kryptonite and Red Supremium, which can temporarily or permanently grant humans Kryptonian-like powers every night while she slept.

The goal was to have her Metahuman structure adapt into a Kryptonian like structure on its own, much as her mother’s had adapted to the pattern of the superpowered Kree Mar Vell. The tipping point came late one night when she staggered out of her room and into a computer room where she found Roxy and Grunge.

Despite feeling sick she tried to convince them to go back to their rooms when a guard came in and, without waiting for an explanation, attacked.

Caitlin was struck in the head and in that moment she suddenly gained at least a foot of height, and around thirty pounds. She was easily able to neutralize the guard and, within moments she, Roxy, and Grunge were making a break for it. They were joined by the other members of their test group, Sarah Rainmaker and Bobby Lane.

Run for it

Unfortunately the escape was all part of the plan, to provide the stress to activate the group’s powers. However Rainmaker and Lane had already developed their powers. The group was accompanied on their escape by Matthew Callahan AKA Threshold, a powerful but psychotic telepath and telekinetic, who was working for the leadership of Project: Rebirth.

After they were finally clear (during this sequence of events Roxy’s powers came out) Threshold tried to convince the rest of the group to go back and bring the place down (so they could be recaptured) but Caitlin refused.

The next morning after the others had been recaptured Caitlin woke up to visions of Roxy being tortured and set out to rescue them. After an inconclusive battle with Hulk II (Rick Jones) Caitlin teams up with Nick Fury against Ivana Baiul (the on-site project leader). Fury, after a brief explanation to Fairchild about Team 7 (See Below), tells her to take the others and get out.

As they make their exit they are confronted by Threshold, appearing for the first time in costume, he congratulates them on their escape and offers to let them help him take over the world. Though the group tried to fight him they were overpowered in relatively quick fashion.

Fury

Only the arrival of Fury, with backup from SHIELD Guardsmen, including unit commander Americommando IV (Josiah Bradley), followed by Rainmaker, Freefall, and Burnout with Threshold’s sister Bliss as their prisoner convinced him to take Bliss and leave.

After having each of the kids record a brief message for their families on cameras mounted in his men’s suits Fury ordered his men to disperse and not to let the suits they were wearing (new prototypes) be found. Fury also asked Americommando to deliver the children’s messages.

Fury told the kids that he was going on the run with them because they and the others like them were the children of his team, and because he wanted to show them how to use their powers to help change the world, he even owned up to being Bobby’s father. Without much discussion at this point the kids agreed to go with him. Eventually Fury got them all to a safehouse he had in Bay City on Counter Earth.

One of the surprises that they had to deal with at their new residence was the presence of Anna, a S.H.I.E.L.D. covert combat LMD Android, which had been reprogrammed to act as a maid in the home and a mother to the children.

Life on the run

Over the next year they mostly tried to keep a low profile, however like many (mostly) well intentioned Metas they kept finding themselves drawn into situations where they had to use their powers and risk exposure. Fairchild was easily the most committed to the “Superhero” thing at first and kept trying to get the group to train harder.

They spent the next several years in Bay City and managed to stay just out of sight of those pursuing them. During this time the members of the team found out various secrets about their past.

Among these were: Alex Fairchild is the father of both Caitlin and Roxy, Caitlin’s mother is Carol Danvers, Grunge’s father is Frank Castle aka Punisher, and Rainmaker is Threshold and Bliss’s half sister, and the niece of Thunderbird I, and Proudstar.

They also took trips every summer to a city chosen by one member. Finally in 1998 when Caitlin was 16 it was her turn and she chose to go to Metropolis.

Despite having to travel in a 20 year old ore freighter, converted to a passenger “Bus”, the team arrived on Earth with no incident. Not long after they arrived they came across Superman fighting a giant, cybernetic, gorilla (which may have been the Ultra-Humanite).

Super duper!

Trying to get closer Caitlin was struck by Superman as he was flung through the air by his opponent and although she was uninjured she was rendered unconscious.

When Superman stood up he saw Caitlin was down and experienced the sudden agony of feeling he had inadvertently killed an innocent person. Superman quickly noticed she was breathing and a quick x-ray scan informed him that she didn’t even have a bruise. So he covered her with his cape and returned to the situation, where the rest of Gen13 was now engaging the gorilla.

As Burnout got too close a small capsule containing a brain was launched. Meanwhile Caitlin had regained consciousness and had no idea who she was, she had wrapped the cape around herself and was wandering in a daze when she was hit by a fire truck.

The driver jumped out in a panic and was astonished to see her unharmed, but not half as surprised as she was. In her addled mental state she latched on to a few things, like the S shield on the cape wrapped around her, and made a surprising leap, she was Supergirl. Since she had no memory and assumed she had left her costume at her home she went to a costume shop and purchased a Supergirl costume.

She then started to travel around the city by various means (cab, bus, bicycle, so on) due to being unable to figure out how to fly. During a conversation on a bus she came to believe that she had been affected by some type of Kryptonite and that was why she had lost her memory and (she thought) several powers.

During her travel around the city she continued to try to help people at various places but due to not knowing her own powers, she was inadvertently causing more harm than good.

You’ll believe a girl can fly

Meanwhile Superman and her team were rushing from one place to another trying to find her, they eventually figured out that she was visiting a costume shop after every “incident” to get a new suit. As they rushed to try to catch up to her she was talking to a couple of little boys who tried to help her remember how to fly.

To everyone’s shock (especially Caitlin’s team later) it worked and she took off into the air. This was actually the first time she had flown and no-one suspected before this that she was capable of flight.

Speeding to the incident that she had heard reported on the radio she confronted a man in a heavily armed exo-skeleton demanding that Superman show himself. When she stepped forward he almost casually backhanded her and added “No substitutions, No Superboys, No Supergirls”.

The fight between the two of them continued until the man unleashed his secret weapon, a chunk of Kryptonite that he had salvaged after a fight between Superman and Mettallo, although she felt sick for a moment she rallied quickly and launched a new assault.

Unfortunately she caused him to accidentally launch a tacnuke. That would have been the end of things except Superman arrived at the last second and was able to divert the weapon into space.

Eventually the situation was sorted out, with a hard right from Supergirl II (Matrix), restoring Caitlin’s memory. As the Gen13 group prepared to leave Lois told Superman that the “red headed boy” (Burnout) looked like her distant cousin’s son who had been missing for almost four years. Superman decided that the first step would be to find out more about this group.

To that end he surreptitiously followed the team back to their home. After recognizing Fury he decided to approach him alone and was told the story of these kids. Deciding that the kids were in the best hands they could be, for now, he left but not before leaving a package for Caitlin with a new costume and cape in it.[Based on Superman/Gen13 #1-3]

Girl of steel !

Caitlin soon began wearing the costume Superman had given her, she also started calling herself Marvel Girl, in honor of her mother. On New Years Eve of 99 she, with her team, watched Superman die defending the White House from Doomsday. Fury had forbidden the team from trying to go to Earth and get involved, telling them that Earth’s heroes were up to the job.

It wouldn’t have mattered anyways, Queelocke was terrified of Doomsday and wouldn’t be persuaded to teleport them to Earth. Aside from that Caitlin’s powers still hadn’t progressed to the point that she could attempt an inter-planetary journey solo. The team had other concerns though soon after as those hunting them finally zeroed in on them and they were forced to flee.

Losing Anna in the process and believing Fury dead the team relocated to an old villain lair in the Rocky Mountains that Fury had given them data on. When the Cyborg Superman destroyed Coast City they had a front row seat. When they saw his broadcast soon after blaming the Last Son they decided to act.

While Engine City was building itself they went into the surrounding area and began to evacuate survivors, put out fires, and similar things while Caitlin headed for Metropolis and Supergirl II.

Despite some residual anger from Supergirl she and Caitlin were quickly able to calm things down; unfortunately Superboy was already on his way to Coast City to “reinforce” the Cyborg pretender. Caitlin raced back to the west coast but arrived too late to stop the attack on Superboy.

However, she was able to get to him shortly after he escaped and she assisted him in getting back to Metropolis, she did check o her team while there and ascertained they weren’t in immediate danger.

Superman squad

When they arrived in Metropolis and met up with Steel, Supergirl, and the true Superman Caitlin told them that she needed to get back to her friends, who were in danger of encountering the Cyborg.

Recognizing her Kal thanked her and told her that they would all remember her help. After leaving Metropolis again she quickly rejoined Gen13 and was on hand to help them against the agents of Ivana Baiul in their final showdown. While Henshaw was being defeated in Engine City Caitlin and her friends were joined by Fury and were able to defeat the DV8 crew and Ivana.

As they were just starting to discuss what to do with them Captain America (Steve, it’s 2000 at this point and he became Captain America again in 1994) arrived and although he and Fury traded a few, barbed comments, the fact that Steve had been used as a member of Team 7 (under the identity Jackson Dane, or Arclight) and the kids Fury had been protecting were the children of team members he cooled off quickly.

Taking charge of the situation he told the kids to leave but asked Fury to stay and take Baiul and her team in with him.

Ultimately this lead to Fury resuming command of S.H.I.E.L.D., at this point he asked the Gen13 kids to enroll at the Xavier Academy, which he explained to them, was a, real, school for Metahumans and that they would be safe there.

They stayed at the school for the next year (fall 2001) until most of them completed high school level classes, Roxy being the youngest took longer, just after the graduation ceremony Superman approached Fairchild and asked her to come with him.

Fortress of Solitude

He took her to the Fortress and gave her formal permission to use the “S” shield as well as giving her a “Key” to the fortress and having her voiceprint, handprint, D.N.A., retina pattern and brainwave pattern entered into the computer.

Although her recruitment was part of the plans being made by Superman while under the influence of the being known as Dominus she was later confirmed by Kal after her assistance in several other situations.

Shortly after the Dominus incident Supergirl II found that she was actually Martian and she took a new code-name as Matrix.

Enrolling in the Xavier Institute for Higher Learning the team continued to operate, even gaining new members Risk (Cody Driscoll), and Cypher (Doug Ramsey). When Roxy finished her High School classes and joined them in college (spring 2002) they began operating from their own (off-campus) headquarters.

The funding and so forth for this new HQ were provided by a grant and charter from the United System Government (successor to the UN) as a Reserve IST team.

International Super Teams

The down side was that the team had to respond if called by the IST, JLA, JSA, Avengers, and most other major teams. Grunge was unwilling to deal with the hassle of that and left the planet. He got a job as a “roadie” for Lila Cheney and left with her on her next galactic tour.

In early 2002 Dominus attempted to have Superman take control of the world but several of Kal’s closest allies managed to help him break free of the mind control and he defeated Dominus and sent him to the Phantom Zone.

About a month later Superman was examining the new location of his Fortress which had been transported onto a mountaintop in the Savage Land (coincidentally created and concealed by the shields covering the Martian city Z‘onn Z‘orr) by a safeguard program before the object containing it’s tesseract was destroyed by the fall of Lexcorp tower, when he discovered Kaleb, a future Superman, who Kal had thought returned to his own time.

Shortly after the Dominus incident Supergirl II found that she was actually Martian and she took a new code-name as Matrix. (I should note at this point that the Fortress, on my world, is the El family home brought from Krypton by the Eradicator in a tessaract when it accompanied Kal El’s maturation chamber to Earth).

After speaking with Kaleb at some length and coming to an agreement (see the Kaleb UAZ writeup) Kaleb spent the next several months working with all of the “Superman Family” including Fairchild. Although she was extremely interested in him and he was attracted to her he was too devoted to the memory of his family for it to go any farther.

Not a long time later Caitlin joined others wearing the S for a rescue mission, their goal was to rescue Superman from unkown aliens who had abducted him. During the events that followed Caitlin and Kaleb became very close friends. After returning to Earth he continued to spend a large part of his free time with her and her family.

Kara

In March 2003 Caitlin got another sister when Kara El arrived on Earth. Kara had been born after the destruction of Krypton on the Kree homeworld of Halla, she is the only known Kree/Kryptonian hybrid, and was 17 when she arrived on Earth. Within minutes of meeting Kara at the Fortress Caitlin had decided she should be a Danvers and called her Aunt and Uncle to ask them, before she even spoke to Superman.

Superman told her he needed to think it over, but after the return of Carol Danvers to Earth a month later, and realizing her knowledge of the Kree and their culture would make it easier for her to help Kara adapt, he informed the girls that he was ok with the idea. Soon after Kara El became Linda Danvers and moved in with Fred and Silvia, meanwhile Caitlin and Roxy visited a lot, along with Carol.

A few months later Kaleb had completed his plans to return to the future and he presented the idea to Superman. Clark decided that a decision of this magnitude needed to be made by more than just him. Together with Kaleb they went to the JLA and contacted all other teams in the overall network (at this point JLA, JSA, Avengers, FF, Champions, Thunderbolts,&IST Commander Argurous Astraph, with Gen13 participating by request of Kaleb) and discussed the problem.

Ultimately the decision was made to send a small team, however the decision of who was to go was not open to everyone, only Astraph, and the core members of the main teams voted, the selection was Superman, Steel II, Superboy II, and Matrix.

Fairchild refused to let him go without her and took a Pym-particle utilizing device from the Fortress (Superman had asked for it to try to enter Kandor) and shrunk herself down to stow away in a compartment in Steel’s armor.

Into the future

When the group arrived in the future she revealed herself and, since they couldn’t send her back just yet, they gave her a special mission. Since she had come because of her feelings for Kaleb, she was asked to protect Kaleb’s family at all costs.

While she was hard pressed to do, so she was able to get them through the battle without a scratch. After the battle while the group celebrated at Kaleb’s home Caitlin finally admitted to herself that she liked Kaleb’s wife Lang and she understood what she meant to him. Letting go of Kaleb she tearfully kissed him goodbye and asked him to remember her before returning to the past.

Gen13 has since continued with their efforts to make the world a little better. Late in 2003 the young heroine American Dream joined the team. Like the core members she was the child of a member of Team 7, in her case Steve Rodgers. In 2004 Grunge returned, much humbler, and the original team was finally all together again.

As Roxy and Grunge sorted through their feelings for each other the team was pulled into the timestream and involved in several events (in different eras) that were a part of the Crisis. When they finally returned home (with Caitlin flying a luxury starcraft from the future) they decided to relocate the team to their old home on Counter Earth, in the city now called New Coast City (formerly Bay City), this was quickly cleared with Astraph and Cecil Steadman (head of SHIELD on Counter Earth).

Shortly after the team returned to the 21^st century Booster Gold secretly used Skeets to delete any information pertaining to the future from Caitlin’s ship. Today Caitlin is a well known and respected member of the Superhero community as is her team (more or less, most people find Grunge hard to take), she is now (2011) 29 years old and is romantically involved with Kid Supreme, in their civilian IDs, though Kid Supreme has also joined Gen13.

The Team 7 of Universe AZ, Earth 1

Note: There is a Team 7 on both UAZ “Earth 1” and UAZ “Earth 3”, the world of the Squadron Supreme/WildCATS. Alex Fairchild is not present on the “Earth 3” Team 7 and is replaced by Alex Rayner otherwise the “Earth 3” team has the same lineup as the original comics.

• Nick Fury codenamed Topkick, team leader.
• Jackson Dane (Steve Rogers) codenamed Arclight, weapons specialist.
• Frank Castle codenamed Bullet, sniper.
• Aaron Rayner codenamed Grifter, intelligence specialist.
• Alex Fairchild codenamed Slaphammer, demolitions.

Description

Fairchild is an extremely tall (6’4”) woman who has killer looks, red hair, green eyes, mmmm… Anyway she usually wears a costume similar to that worn by Matrix when she was Supergirl. As her powers developed her costumes stopped being trashed constantly.

Personality

Caitlin is smart, calm, dedicated and caring. She has become more confident than ever before and is close to all of the others in her team, thinking of them as family. As leader, she feels responsible for the actions of her teammates and can become extremely driven when they are in danger.

She does tend to act like she isn’t aware of her own good looks, much of this is a determination to be taken seriously however a large part of it is just not giving Grunge anything to talk about.

Quotes

“Isn’t it amazing ? Metropolis is one of the greatest cities on the planet ! I’ve wanted to come here my whole life !”

(Seeing a car flying through the air and betting Superman will be on the scene) “Come on guys !! I bet it’s him ! It’s really, really him !”

“It’s Him—-”(coming on scene and seeing Superman confronting a giant, cybernetic gorilla).

“But now, at 6’4” and superhuman, any temper tantrum of mine could kill people.”

(At a costume shop to buy a new cape after an incident while suffering from amnesia.)
Fairchild: “I really appreciate your help, sir…”
Shopkeeper: “Ain’t but a thing child. Always ready to help Metropolis’ finest. Sold the big man hisself a cape once gave it to him, atchily. Heh…”
Shopkeeper: “Know which one you want yet ?”
Fairchild: “Hmm ? What ?”
Shopkeeper: “Said, you know which one you want to wear, child ?”
Fairchild (whispered): “ Wear child… wear child.”

By Azrael.

Source of Character: Images Comics (Wildstorm Universe), this version tailored to Universe AZ.

Helper(s): Nicolas Lemacon’s original Fairchild WU and the helpers associated with it, namely Eric Jackson, Jackson, Philip John Mason, John Colagioia, Sébastien Andrivet, Ethan Roe, Alan Wilkinson, Capita Senyera and WORG.