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[Let's Read] Freedom City: Every Edition!



This section is by far the largest in the book, so we’re doing it in several parts, with this post covering the villainous groups. 1e is peculiar in being the only Edition that has no villains that can’t be found in later versions, so for listing Edition changes I’ll note only the later ones for ease of writing. The transition to 2e added a lot more antagonists, although 3e has a few of which are missing, and in terms of the timeskip made quite a few big changes to several of them. Pretty much every villain missing from the current Edition is due to being previously statted in other supplements (such as Mastermind in Threat Report), the RPG’s Patreon page, or in the case of Doc Otaku he retired from supervillainy to run a robotics company. 1e and 2e split antagonists into groups/teams first, then individuals next but were otherwise alphabetical. 3e tends to go back and forth: for instance, the members of the Crime League and Tyranny Syndicate are listed under their respective groups (C and T) although Overshadow, the leader of SHADOW, is listed well before his organization under “O.” I much prefer 2nd Edition’s organization.

The Annihilists (3e) are the various rulers of the Terminus regions that pledged allegiance to Omega. Although their full number is left to the GM, the four detailed here are the most feared and infamous. Each shares a story of how they came to serve the Lord of the Terminus, usually resulting in helping hasten the fall of their now-destroyed homeworlds. Although they are very powerful (averaging PL 13-14), the Annihilists lack the desire for teamwork, instead preferring to use their privilege to jockey for favor and undermine the others via wargames and schemes. Shadivan Steelgrave is a fallen power armor wearing superhero who instigated a civil war among superhumans due to a prophecy proclaiming planetary destruction. He is now the creator and maintainer of the Omegadrones, once-living creatures turned into brainwashed cyborgs to serve as the Terminus’ shock troops. Madrigal Martinet was a superhero who sought revenge against the Warlord, a tyrant who slaughtered her people. She ended up making an alliance with Omega to achieve this, and is secretly in love with Mandragora. Mandragora hailed from a world where dragons and humans lived side by side in a modern world, and was proclaimed to be the one who would bring both people together when gaining the powers of dragonfire. He fought against Omega but failed, and swore fealty to him upon defeat in combat. Physician Friendly was a scientific genius who managed to save his world against a threat known as the Nanoknights, but in the end it wasn’t a world worth living in. He viewed cosmic destruction as a mercy killing, falling under Omega’s sway and becoming his chief torturer and biologist. Physician Friendly is a demented sadist who dresses in a stereotypical doctor’s outfit, accompanied by robotic Nightmare Nurses.

The Brotherhood of the Yellow Sign are cultists who worship the Unspeakable One, aka the Yellow King, aka the Lovecraftian god Hastur. The cult’s origins began in the Serpent People empire of Lemuria, sprouting up as a hidden group among the otherwise Yig-devout reptiles. When Lemuria fell in war against Atlantis, Yig’s example was forgotten, with the Unspeakable One reigning supreme among the Serpent People survivors. When humans evolved the Brotherhood began recruiting them, and when superheroes grew in number in the 20th century the cult clashed often against them. The Brotherhood is rather brief in comparison to other entries: they have a listed goal (summon the Unspeakable One to Earth-Prime who is a Power Level X* entity), stat blocks for PL 4 Serpent People and suggested traits for human cultists, and mention of the Serpent Scepter artifact which is a powerful item that can mind-control reptiles and change targets into Serpent People at rank 20 effects. Although this is extremely powerful by the game rules, it corrupts the user over time.

*term for a plot device beyond game statistics.

The Crime League arose in the 1940s, where the foes of various superheroes banded together due to there being strength in numbers. They served as archenemies to the Freedom League, both as an organization and to individual members. The Crime League’s primary goal is profit and self-enrichment as a group, although individuals often have their own personal goals. The core membership that has stayed the same across Editions are Devil Ray (US Navy deserter who absconded with an armored MANTA Suit), Dr. Stratos (weather-controlling meteorologist who thinks himself a god), Medea (of Greek myth, a sadistic and misandrist mage), Orion the Hunter (non-powered but highly skill gun-for-hire who gets a thrill in hunting superhumans), and Wildcard (jester-dressed guy who can control probability but whose luck eventually runs out). Edition-specific members of the League include Dr. Simian (2e and later, ape granted intelligence by experiments in ASTRO Labs, wishes to free the rest of the animal kingdom and take revenge on humanity for their crimes against nature), Hiroshima Shadow (2e only, city spirit who spawned from the atomic bombing of Japan and has an all-consuming hate of Westerners), the Maestro (2e, musician-themed scientist who hates modern music), and Tom Cypress (imagine a cross between Solomon Grundy and Swamp Thing). One special case is the Freebooter, who was a solo villain in 2e. Jared McGinnis is a wheelchair-bound hacker who built a pirate android to go out and commit crimes. His motivations were hacktivism, targeting political and corporate figures whose wealth and influence allowed them to avoid the consequences of the law, although Jared’s own elitism burned a lot of bridges with other hacktivist groups. He would eventually join the Crime League as a technical consultant, enjoying the wealth gained, although he still has a bit of a moral compass and the book notes there may be circumstances which cause him to defect.

In terms of 3e metaplot, Devil Ray ended up receiving a “gift” from Dagon which allows him to control aquatic creatures but is gradually transforming him into a monster which he takes pain to reverse; Dr. Stratos designated Captain Thunder’s son, Thunderbolt, as his new archenemy; Orion seeks to “train” the newest Lady Liberty into a worthy opponent, viewing her as far below the prior one’s example; Medea discovered that Wildcard is channeling a kind of “chaos energy” and his keeping a close eye on him; Maestro left to become a solo villain but challenged the Devil to a musical contest at a midnight crossroads, winning and gaining youth and inherent musical powers rather than relying upon technology. As for Hiroshima Shadow, his fate is unmentioned.


The Factor Four (2e) are the archenemies of the Atom Family. They were rival explorers during the 1970s who gained elemental powers from a set of mystical artifacts known as the Prime Elements. Their crimes center around gaining access to magical and scientific knowledge and devices in unethical ways, such as kidnapping and theft. The Factor Four are locked into their current forms, which while granting them power makes it difficult for them to interact and operate in mainstream society. They are made up of Professor Fathom (water powers, amoral scientist), Granite (earth powers, the muscle of the group), Pyre (fire powers, getaway driver), and Sylph (air powers, Fathom’s wife and the least happy about her new form).

The Foundry is an underground arms dealing ring specializing in high-tech weapons and devices they sell to the highest bidder. They operate secret facilities all over the world which are connected by teleportation platforms and heavily guarded by legions of robots. Their leader is Talos, an intelligence android built by the Greek God Hephaestus in ancient times, and was a former friend of Daedalus before becoming resentful at the inventor’s refusal to build him a mate. This led the robot to conclude that mortals were secretly fearful and jealous of his “superior” artificial nature.

Beneath Talos is Keres, an android specialized for assassination purposes and can take various humanoid forms, and Scylla, an intelligent computer system who digitally oversees the security systems of all Foundry facilities. ECHIDNA is a giant physical AI that forms the “core” of the Foundry’s headquarters and can build a wide variety of robots which it teleports to various Foundry sites. The expendable “minions” of the Foundry are the Myrmidons, robots which are sold to the organization’s many customers and come in various models (basic, stealth, combat, and war). As of 3e the Foundry encountered some worthy competition of weapons designers with a similar organization, the Ghostworks, who are operating out of Emerald City. It is unknown whether Talos will seek to destroy or incorporate them into his organization.


The Labyrinth (2e) is a clandestine gathering of the world’s most powerful and unethical business leaders, led by Taurus who is the minotaur of Greek myth and richest man in the world…and who in turns worships Hades, making that deity the technical “leader” of the organization. The Labyrinth’s network of businesses can influence world politics via applying for government contracts for various projects, with deep ties in the military-industrial complex and biotech firms. The organization’s greatest asset is the DNAscent Process, a series of drug, genetic, and cybernetic therapies that can grant humans temporary (and in rare cases permanent) superpowers, often relating to physical enhancement. The scientists responsible are sequestered between various corporations and Pentagon projects so nobody has the entire blueprint, and Taurus retains a tight control of the approval process so as not to overpopulate the world with superhumans he cannot easily control.

Taurus himself is your typical “super-strength brick” but high ranks in various intellectual skills. There’s a “team” of operatives the Labyrinth can deploy for sensitive missions: Ms. Scarlet is Taurus’ second in combat and trains DNAscent subjects in combat training; Dr. Peter Hanks is one of the DNAscent scientists who has a pair of gorilla arms growing out of his sides; Dr. Victor Reeds works on cybernetic enhancements and inventions and has his own inbuilt enhancements; Access is a thief who can move, sense, and speak to machines; Dybbuk is a psychic and former Mob assassin who can mind control and possess people via telepathy; Payback is a Hades-worshiper who has a cybernetic arm granting him super-strength and can nullify the powers of others; Sidetrack is a DNAscent subject who can teleport and blind others with bursts of light; Tamper is a former IRA terrorist and DNAscent subject brainwashed into thinking that he’s assassinating sinners on behalf of the Catholic Church and can nullify all manner of technological devices and powers; and Targette is a former gang member and Sidetrack’s girlfriend, capable of absorbing harm and channeling it back as mental blasts.

Larceny, Inc. (2e) are four DNAscent subjects who managed to escape incarceration by the Labyrinth and decided to use their powers to get revenge on the biotech firm responsible for their captivity…and make some sweet, sweet cash on the side. Their headquarters are split between three converted lofts, with shell companies purchasing vacant apartments for emergencies. They work well as a team, not suffering from the vindictive one upmanship of some other teams here like the Annihilists and Tyranny Syndicate. Get-Away is the party speedster, a devoted hedonist and thrill junkie; Grab is a professional con artist whose powers allow her to stretch and bounce; Smash is super-strong bruiser with anger issues; and Trap Door is the leader of the team who can teleport and fights with a Kinetistaff that can deliver ranged blasts. Although they are wanted by the authorities, Larceny Inc. has done a lot to disrupt the schemes of the Labyrinth, so they’re more on the anti-hero side of things than being outright villains.

The Power Corps (2e) are a simple entry. Eight soldiers who were former minions of the supervillain Mastermind who decided to go on their own, acting as hired muscle. They are identical in terms of stats and have the typical “Iron Man” assortment of abilities: ranged blasts, radio communication, flight, super-strength, and environmental immunities.


The Psions (2e) are a family of psychics whose patriarch, Artur Zion, is a Jewish man who fled Germany to live in the United States. He naturally hated the Nazis and their proclaimed race-science, although his paranormal research led him to believe that the sudden appearances of super-powered beings represented the next step in human evolution. When his research didn’t coincide with these findings, he resorted to desperate measures such as using criminals to create potential paranormals and even experimenting on himself which ended up giving him psychic powers. He soon cultivated a family of psychics who are little more than a cult, teaching them that they are humanity’s next step and that the rest of the world is unable to appreciate or understand their greatness.

The Psions are a six person group themed around psychic powers. Ironically Professor Psion is the least powerful of them at PL 8 (others are mostly PL 10, generic telepathy abilities). The rest include Empath (emotion control and healing, field leader), Ember (pyrokinetic, doesn’t like the other family members), Jump (teleporter, privately doubts the family ideology), Aura (illusionist and telepath, another person most likely to break out of the family), and Argent (telekinetic, Aura’s twin sister who is torn between furthering the family cause and going on her own independently).


SHADOW, or Secret Hierarchy of Agents for Domination Over the World, is our setting’s HYDRA equivalent. Its leader, Overshadow, is a former Nazi SS officer who is the long-line of reincarnated lives of the Egyptian sorcerer Tan-Aktor and archenemy of the Scarab. His various non-Aryan heritages made him more clued in to the reality of things, with the text mentioning that personal empowerment comes secondary to ideology and that “racial or cultural superiority would be second to his superiority over all humanity.” Although SHADOW is now a more generic “take over the world” organization, it still has many ties and supporters of far-right groups. Such as aiding the South American dictatorships Nazi war criminals escaped to (detailed in Atlas of Earth-Prime), the South African super-soldier program mentioned earlier in this review, and Overshadow has an on-again off-again arm’s length alliance with Superior (detailed later) who was der Ubermensch and Hitler’s Aryan poster boy. So basically they’re still Nazis and Overshadow is an alt-right grifter pretending to be a “non-political moderate.”

SHADOW operates as a comic book terrorist organization. They get up to all sorts of villainous stuff, and their rank-and-file are programmed clones with no identity or individuality, and they have a secret base beneath Antarctica called Nifelheim. SHADOW’s upper leadership is the Penumbra, consisting of Overshadow and some other supervillains of various themes (a few of which have stats). Such examples include the Crimson Mask, who leads the Thule Society and assists in occult development, and Ragnarok, a Nordic half-god summoned to Earth by Overshadow and is the “heavy hitter” of the Penumbra. Two other villains detailed in this book, Taurus and Dr. Sin, are on as advisory members in a “keep your enemies closer” deal. The various Editions added more to SHADOW over time. In 1e the group didn’t even have Overshadow, Nazi origins, or detailed members, being a more general “secret criminal empire” for the GM to fill in the details. By 2e they were greatly expanded upon, and in 3e the Penumbra members (save one for the GM to create) were given descriptions. Additionally the organization’s clone agents gained specialized “super-clone” designs with themed superpowers along with telepathic communication due to experiments from a mind-virus known as Legion.

Additionally, they were listed as a separate entry in prior Editions, but given their relationship to SHADOW I’ll include them as part of them. Overthrow began as a leftist terrorist cell during the Cold War to strike out at Western governments, although in modern times they became completely coopted by SHADOW. As the general public is not aware of the rise of SHADOW, the fascists use these supposed anti-capitalists as a front to distract from their parent organization’s true plans.


The Tyranny Syndicate are the Freedom League of Anti-Earth, where history and the rotation of the sun are uncannily “backward.” Here the Centurion became the Praetor, who viewed his powers as giving him the right to rule over the world as a new Caesar. He made alliances with other supervillains, forming the Tyranny Syndicate which soon became the sole global superpower, with most resistance (superpowered and otherwise) ruthlessly squashed. Praetor was eventually betrayed and murdered by the rest of the Syndicate, and their leaders have a high turnover rate: Captain Thunderbolt murdered Praetor, and was then murdered by Dr. Daedalus. The Syndicate’s members are basically evil versions of the Freedom League, and barring one exception (Madame Sin is evil Raven and has her own stat block) they use the stats of their Earth-Prime counterparts. Their backstories are understandably different: Dr. Daedalus gained immortality by sacrificing his own son to the Underworld, while Deathbolt was Captain Thunderbolt’s slacker son who stole his father’s powers via the assistance of Praetrix (herself a clone of the Praetor’s DNA).

3rd Edition expanded on Anti-Earth greatly in addition to providing more metaplot. Lady Anarchy, a former member of the Tyranny Syndicate, went rogue and unleashed a Chaos Storm in Viridian City in the Pacific Northwest, creating a new generation of superhumans to upset the status quo. We also have details on the Panopticon, the Syndicate’s aerial headquarters that is equipped with orbital weaponry that can fire anywhere on Earth’s surface. Then there’s the Academy, which is basically the Claremont Academy and tasked with indoctrinating young superhumans to be loyal to the Syndicate. We also have three heroic groups on Anti-Earth opposing the Tyranny Syndicate: the Courage Foundation (Crime League but only a few low-level lackeys remain), LIGHT (Liberty’s Insurgency for Goodness, Hope, and Truth, basically good-guy SHADOW), and Mind-Master (Mastermind’s good counterpart and sole remaining superhero of Anti-Earth, once got so depressed he tried to destroy this reality via one of Omega’s bombs via the Time of Crisis adventure).

Thoughts So Far: Overall I like the various villain teams, although some rise to the occasion better. My favorites are the Crime League and Tyranny Syndicate; the former are a great assortment of villains who can easily work as a team or individually for their own plots, with distinct personalities for each of them. The Tyranny Syndicate provides not just an evil Freedom League and an excuse to use that team’s stat blocks against your gaming group, but the entire concept of a “mirror world” allows for the fun idea of making evil doppelgangers of the PCs. The Foundry isn’t a team per se, but also have wide reach via providing a source for robot henchmen and all kinds of doomsday weapons to threaten your superheroes and the cities they defend. The Labyrinth also occupies a similar niche via its DNAscent program, and “rich evil corporations” are a broad enough concept to use for a variety of adventures.

A few fell short of the mark for me: the Brotherhood of the Yellow Sign is rather lacking in specific members and superpowered stat blocks unlike the other entries, with the human Cultist stat block and Serpent People being too low PL to menace actual superheroes. The Power Corps are fine as nameless “powersuit soldiers,” but they feel too one-note in comparison to the stronger write-ups of the other teams with individual villains and their backstories.

Finally this is more of a personal taste brought by IRL events rather than a mark against them as a concept, but SHADOW hits different now. As an American, seeing 74 million of your fellow citizens vote for a former sitting President who told the Proud Boys to stand back and stand by is a very better pill to swallow. So is seeing a large percentage of the Party who still support that President believing in reflavored anti-Semitic blood libel and other racist conspiracy theories.. The clone armies and Antarctic bases feel a bit too cartoonish and Silver Agey, while the “no longer racist but still #1 with racists” thing and using the apparent threat of left-wing terrorists as cover more closely mirrors how the modern alt-right deploys tactics. SHADOW thus feels in a strange in-between state, where on one hand it makes fascism into a rare and distant threat bound to lose and “isn’t really that racist,” while still having their rather explicit symbology such as the redesigned SS thunderbolt as a logo and the obsession with Nordic naming conventions. I perfectly understand the need and desire to have a punchable Nazi group for superhero games,* but personally speaking it’s a bit hard to have them as a sort of Silver Age style “evil secret group who has to rely on artificial clones” when you know that in the real world they can easily find recruits among mainstream society.

*The Agents of Freedom sourcebook notes that the SHADOW clone’s lack of individuality and desires is to make them cannon fodder one can kill with less moral reservations.

Join us next time as we cover the first group of Solo Villains!

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The Psions were recently updated in a PDF available through the M&M Patreon; suffice it to say that the Professor has gone from being "Professor X-as-Magneto-expy" to "Shadow King-expy". It has I believe been explicitly stated that Hiroshima Shadow is not coming back.


The Psions were recently updated in a PDF available through the M&M Patreon; suffice it to say that the Professor has gone from being "Professor X-as-Magneto-expy" to "Shadow King-expy". It has I believe been explicitly stated that Hiroshima Shadow is not coming back.

I don't know enough about the Shadow King to say if this is better one way or the other.

As for Hiroshima Shadow, do you know where it was posted? I can imagine the reasons behind that in avoiding Unfortunate Implications if those were the reasons.


As for Hiroshima Shadow, do you know where it was posted? I can imagine the reasons behind that in avoiding Unfortunate Implications if those were the reasons.
Not with surety, but I suspect that I might be remembering something from the now-vanished Ronin Army forums.



Villains of Freedom City, Part 2

Solo villains are characters who can easily operate on their own, and when they do have “help” it is often in the form of low-PL minions. While this is a picture-intensive chapter, I won’t include images of every supervillain because that task will take too long.

Argo the Ultimate Android is the first entry, and also the most powerful non-omnipotent villain in the book at PL 20 (2e) or 19 (right alongside Omega). He is an android built by Talos with the ability to mimic virtually any superpower, although he became “fixed” with what powers he has after fighting the Freedom League. He is of average intelligence and lacks skills, often relying upon others to repair him, although he seeks to become ruler over a society of robots.

In terms of game stats he’s ridiculous; his Powers section is very bloated given he has every superpower of the 2nd Edition Freedom League, which in one case gives him a ridiculously powerful Supersonic Punch that makes use of his already-impressive Strength. He can easily one-shot just about any character of 10-13 Power Level with this barring certain Immunities, and seriously hurt even the more powerful characters in this book. His main weakness is that he suffers additional degrees of failure from power drains and loses the Lady Liberty powers if bound or imprisoned.

Baron Samedi (1e/2e) is the archfoe of Siren, the Voodoo Loa of Death who is riding a mortal host that is a drug kingpin. He makes use of his criminal contacts to distribute zombie powder in the eventual hopes of turning the world into an undead apocalypse. He has various magical-themed powers, often of a “dark” nature such as mind and shadow control and undead summoning.


Captain Kraken is an alien soldier whose people serve the Grue Unity, but after deserting he became a space pirate. When crash-landing on Earth his ship’s computer absorbed a lot of detail on Age of Sail pirates, and he liked their style enough to reshape his technology into surprisingly-advanced “flintlocks” and “muskets” which are more powerful than modern-day firearms. He’s versatile enough in concept to work for nautical, space, and even heist-themed plot hooks.

The Collective is a swarm of cockroaches whose power and intelligence grow exponentially the more they gather and the more energy they absorb. They are immune to all forms of energy-related damage and grow in power from exposure to such energies. At their largest form they are incredibly powerful and can “summon” smaller swarms by decreasing in size, although attacks and effects which can forcefully disperse them is their major weakness.

The Conqueror Worm (3e) was once a foe of the Silver Age Raven, being a frail and sickly man by the name of Michael Reeves with a twisted moral code. It was ill-defined, being a vague hodgepodge of Old Testament fury and the desire to punish sinners as the self-appointed agent of God’s wrath. Michael of course exempted himself from his own moral code, which changed to suit his own circumstances. He fell to his death when fighting the original Raven, but his soul was sent back to earth by Malador the Mystic. Now imbued with necromantic powers, the Conqueror Worm has a consistent moral code: to show people the inevitability of death and divine judgment by raising an undead army.

Conundrum is Earth-Prime’s Riddler: a super-smart guy obsessed with puzzles and mental challenges. He fell into a life of crime after discovering that he enjoyed taking revenge on those for petty grievances, resorting to overly-complicated schemes to prove his own intellectual superiority. He’s a low PL 9 that’s mostly due to his skill bonuses, and in actual combat he will lose against all but the lowest-powered PCs. However, his strength is in a large Equipment pool and Inventor advantage to which he can use to build all manner of death traps…that is, if there were a few such devices provided as examples. While such things can be found in other products, Conundrum on his own is an underpowered guy with high evasive defenses and skill bonuses.


The Cosmic Mind used to be a human scientist in the Soviet Union by the name of Dr. Mina Kosmova. Her research into psychic powers was about to be scrapped by her government handlers, driving her to desperation in using a prototype neural device on herself. The end result was her becoming close to Dr. Manhattan: a glowing incorporeal floating brain possessed of a vast posthuman intellect. Dubbing herself the Cosmic Mind, she sought to join all of humanity into an enslaved telepathic network. She is a regular foe of the Atom Family, and as of 3e took advantage of the collapse of the Lor Republic to take mental control of agents within the Stellar Imperium. Whether she tries to overthrow the Star Khan as leader or enters into an alliance with him remains to be seen.

The Crimson Katana is Kimiyo Ranaga, the fourth in line to assume that title. Her predecessors were all scoundrels of the worst order, from Yakuza to Japanese war criminals, all sharing a background in coming into possession of the cursed Three-Flames Katana and Wakizashi swords. As for Kimiyo, she grew up in a terrorist cult known as the Katanarchists, sent to the US after many of her relatives were slaughtered in a war with the Russian Mafia. When she inherited the sword she was possessed by its last wielder, who struggles with her soul to take control of her body and thus rebuild the Katanarchists.

The Crimson Katana is an anti-hero and villain sharing one body, the former seeking to fight against the evils of her predecessors’ legacy and the latter a power-hungry cult leader.

The Curator is Earth-Prime’s Brainiac: an alien supercomputer part of a gigantic ringed space station complete with artificial habitats. Built by the Preservers to collect and compile research on every known life form, the Curator pursues this goal with single-minded intensity. The AI has found Earth a most curious study given its high number of superhumans and evidence of Preserver influence, leading his drones to steal and kidnap all kinds of unique creatures and objects from that planet. The Curator himself is a giant immobile computer with no offensive abilities, but huge bonuses to skills and communication and regeneration-based powers. He relies on his Drone minions to defend himself and act as his agents.


Doc Holiday (3e) is another legacy supervillain. Actually an other-dimensional entity, Doc Holiday made a habit of possessing certain chosen mortals in order to counteract the joy and good spirit generated by holidays. Its original host was in the 1960s, but as of the 21st Century it inhabits body of college student Mark Holiday (the entity found his name deeply ironic). Now Mark’s life is a living hell; he’s resorted to all forms of treatments to exorcise himself, putting a strain on his finances. Locking himself away doesn’t work for long given the entity always finds a way out. As virtually every day of the year has a holiday somewhere, the spirit of Doc Holiday can spring to life at almost any time.

In terms of game stats the supervillain is PL 10, and whose powers vary wildly depending on the holiday. A sidebar of holiday transformations is provided along with what form he takes: for example, during Valentine’s Day he’s a demonic Cupid whose arrows inspire violent jealousy in those struck, while during Thanksgiving he takes the form of a zombie pilgrim and turkey with a blunderbuss that covers a huge area of effect.

Doc Otaku (1e/2e) is your amoral mad scientist themed around Japanese technology. Solo Takashi was once a protege of Daedalus, bored with a world that felt too simple for him. He eventually had a falling out in chafing at the senior scientist’s restrictions and moral code. Takashi quickly entered the criminal underworld, relying upon a MechOtaku battlesuit and three Angel Androids who look and act like stereotypical Japanese schoolgirls. As of 3e he has long since exited the supervillain game (for now at least), becoming the owner of a robotics company.

Dr. Sin is an immortal Chinese crime lord by the name of Tzin Sing. He was a common foil for the Silver Age Raven, who in a twist of fate fell in love with the villain’s daughter and both produced a child of their own, Callie Summers. Dr. Sin kidnapped Callie, prompting the Raven and his wife to embark on a daring rescue, which left her dead, the Raven crippled, and Dr. Sin seemingly dead. He would go on to cheat death and spent many schemes in trying to recruit Callie to his order once she became the new Raven.

As of 3rd Edition he was detailed in the Threat Report sourcebook, and has managed to take better control of his personal vendetta with an eye towards the longer view of things. There is no mention of what he thinks of this Edition’s new Raven. In terms of game stats he’s like Conundrum in being a “noncombatant genius,” having no real superpowers or highly damaging attacks, but very high skill bonuses, accurate attacks, and evasive defenses along with large Equipment and Minion pools left to the GM to customize.

Downtime is a “speedster” villain and professional thief who manipulates the flow of time to make himself move normally when almost everything else is frozen. He can do this via a Time Belt device he stole from a wealthy scientist to sell to the Foundry, although as that device imprinted onto his genetics and won’t work for anyone else he kept instead to the great anger of the robotic arms dealers. Downtime is a regular in Johnny Rocket’s rogue’s gallery, as the superhero’s high speeds are enough to counteract Downtime’s temporal control.

In terms of stats Downtime is PL12 with very high evasive defenses but below average defenses in other fields, making him a bit of a glass cannon. His Time Belt grants him a host of movement-based powers and advantages along with the ability to become invisible to visual senses. His attacks include an array of temporal stunts such as rapidly assembling objects and hazards in an AoE and deflecting foes’ attacks onto other targets.


Fear-Master is either Earth-Prime’s Scarecrow or Marilyn Manson equivalent. Melvine Blume grew up as a nerdy Goth with a huge chip on his shoulder, studying music in college and wanting to make pieces that would shock, offend, and disgust listeners. He stook up scientific pursuits to learn more about the interactions between sound and the human brain, eventually creating sonic “fear weapons” that can inspire emotional terror and horrifying hallucinations in others.

No tragic backstory or personal vendetta here, Fear-Master is just a dick.

Blume was one of the new Raven’s rogues gallery, and in addition to superheroes he developed an enmity with the Maestro due to their differing tastes in music. And also Maestro accusing Fear-Master of plagiarizing his devices, which has no truth to the accusations. As of 3e he developed an interest in magic but after personal setbacks has declared the subject to be full of charlatans and deluded fools. Additionally the Foundry broke him out of prison in exchange for samples of his technology, and is now working on new gadgets and plans in Freedom City to get revenge on everyone who wronged him.

Statwise Fear-Master is PL 12 but with weak defenses. His primary strength is in his versatile Fear Weapons which can impose all manner of negative status effects on others and create illusions. We get a few sample status effects from his Afflictions and associated fear-based attacks.

Thoughts So Far: There’s a large number of super-smart masterminds and gadgeteers among our early entries, but there’s enough variety between them to not fall into the “five different flavors of mad scientists” trap. Some of my favorites include the Collective due to being a “puzzle villain” who can be more easily destroyed via the PCs exploiting its weak points in several ways; Captain Kraken because he’s cheesy in the good way; the Crimson Katana for being a “not technically a villain but is controlled by an even worse villain” hook; and Doc Holiday for a rather dark twist on an otherwise whimsical-sounding concept.

There were some weak points: Conundrum and Dr. Sin suffer in that their stat blocks don’t bring much on their own and require more legwork on the GM’s part to use, and combined with other “evil genius” villains don’t have a unique enough knack to bring something to the table. I’ve discussed my earlier reservations about the use of real-world religious figures in regards to Baron Samedi, although the inclusion of the Conqueror Worm is a bit too close to him in “undead criminal mastermind” territory so both feel a bit interchangeable. Argo is just too powerful and unwieldy if played straight; removing his Supersonic Punch or lowering it to reasonable levels can counteract this, although he still has very high defenses.

Join us next time as we cover even more supervillains in Part 3!



Doc Otaku (1e/2e) is your amoral mad scientist themed around Japanese technology. Solo Takashi was once a protege of Daedalus, bored with a world that felt too simple for him. He eventually had a falling out in chafing at the senior scientist’s restrictions and moral code. Takashi quickly entered the criminal underworld, relying upon a MechOtaku battlesuit and three Angel Androids who look and act like stereotypical Japanese schoolgirls. As of 3e he has long since exited the supervillain game (for now at least), becoming the owner of a robotics company.
I never tried to run it, but I had a vague idea to do something with Takashi's Angel Androids where he tries to get rid of them as remnants of his shameful criminal past, and in revenge they launch a crime spree against his new company. Or maybe they're secretly still working for him. Or maybe he thinks they're secretly still working for him.


Argo is just too powerful and unwieldy if played straight; removing his Supersonic Punch or lowering it to reasonable levels can counteract this, although he still has very high defenses.
The characters he's based on are meant to fight very large super-teams on their own, and be beaten not with raw power but with a clever plan.


Oh wow, where’d the time go? I’m sorry for the delay, but I’m still a bit unused to the size and scope of this project even though we’re getting close to the finish line. Here’s our next bunch of solo villains!


Gamma the Atom Smasher is Adam Ward, son of esteemed nuclear physicist Dr. Franklin Ward. Adam was born a mutant who constantly emitted a deadly radioactive aura along with limited mental faculties, preventing him from being able to lead a normal life. His father resorted to drastic and unconventional measures in hopes of curing his son, up to and including the theft of deadly radioactive material which inevitably drew the attention of the Atom Family. Dr. Ward was successful in building a radioactive-repellent device for Adam that also allowed for his mind to properly develop, but at the cost of his own life. Placed into the care of ASTRO Labs, Adam was a quick learner, eventually finding out his own history and blaming the Atom Family for taking his father from him. He became the supervillain, Gamma the Atom Smasher, capable of wielding deadly radioactive energy along with super-strength!

He’s also listed as a supervillain for 3e in spite of his last mention in the metaplot of him becoming cured of his radioactive powers in 2009. I suppose it’s meant to be a matter of time until he goes back to his old life of crime.

Goanna (3e) is the Lizard of Earth-Prime, and with a similar backstory: a herpetologist who wanted to develop an all-purpose “miracle cure” for venom after losing his father to a snake bite. But he lost his funding due to using his research on humans, causing him to suffer a breakdown where he destroyed his own lab and injected himself with the anti-venom which had the side effect of transforming him into a giant humanoid reptilian. When his rampage was stopped by the Raven he turned human again, working with Daedalus to find a cure for his condition. This time the “cure” was worse, causing him to transform again, even stronger and smarter than before, allowing him to escape!

The Green Man is a male version of Poison Ivy: a botanist by the name of Nathan Grovemont who despaired at seeing humanity’s increasing destruction of the environment. He decided that plants would need to be evolved enough to be able to fight for themselves, and developed a “morphological stimulator” to grant animation and mobility to flora. Like Goanna he had the bright idea of using this on himself once he lost his funding, becoming a plant-human hybrid and eco-terrorist known as the Green Man. He also has three cohorts, Brides of the Green. They are women who joined his cause and have plant-based powers as well, although they don’t have stats in this book. Overall, the Green Man’s PL 12 power-set is heavily geared towards the “controller” role, where he can fill up areas with harmful vines, pollen, and summon animated plant minions.


Hades (2e/3e) is the Greek God of the Underworld and Lord of Tartarus, one of our heavy-hitters in this book. He’s been banished from Mount Olympus for being a thorn in the side of Zeus, and there hasn’t been much love lost with other powerful figures when he pursued a personal vendetta against Daedalus for spurning his gift of immortality.

Hades is very much a mastermind archetype: he has many powerful agents, also statted elsewhere in this book: Taurus of the Labyrinth, Jack-A-Knives, and Cerberus (who is in the 2e sourcebook Freedom’s Most Wanted). He’s unable to be away from Tartarus for very long, and that’s a good thing for Earth-Prime: he’s a hefty PL 15 god with an array of dark magic powers and extremely high ability scores.

The Hellqueen (2e/3e) is an underworld spirit of a more Christian variety. Gwen Nugent was a kind and sweet girl taken in by a cult who summoned a demon to inhabit her body with the purpose of binding the entity to their will. The summoned entity came to be known as the Hellqueen after violently taking over the cult, and but not before Captain Thunder broke up the organization. This caused the Hellqueen to become an obsessed stalker of the superhero, and Gwen was finally able to take control of her own body via the Power of Friendship from her best friend, Nancy Dumont, appealing to her sense of humanity. For a time Gwen was able to return to a normal life, but when Dr. Stratos unmasked Captain Thunder to a global audience, she felt anger and bitterness overwhelm her again. For it was revealed that Nancy was actually the husband of Captain Thunder! That was all that was needed for the Hellqueen to return.

The Hellqueen is a PL 11 “succubus mage” with an array of hell-themed magical powers. They’re quite broad in function but as most are in an array she can only use one of them at a time.

Jack-A-Knives (2e/3e) is a Murder Spirit, an extraordinarily brutal killer in life chosen to be an agent of Hades when his soul was sent to Tartarus. He has operated in Earth-Prime via possessing various human hosts over the course of millennia, harvesting souls for Hades and going down in history as inspiring some of the most notorious serial killers. By himself Jack-a-Knives is little more than an incorporeal spirit that can possess others, but when he takes on a host body he grants them pretty high defenses along with the ability to materialize deadly knives. Outside of a host body Kack-a-Knives is at risk of being banished back to Tartarus, which is the major means of sending him back.


Knightfire (3e)/White Knight (1e/2e) is a man by the name of Daniel Foreman. Raised by white supremacists, he was angry at the current state of society, resentful of superheroes who seemed to favor positions like being pro-Civil Rights or punching Nazis. Figuring them all minions of a worldwide Jewish conspiracy, throughout his childhood he had little left but to hope that some “white knight” would come and set things right.

One day his prayers were answered during a drunken bender by the mysterious figure known as Mr. Infamy, offering to give him superpowers if he truly wanted them. He woke up to find his home ablaze, his own flesh and clothes unharmed, and came to the conclusion that God empowered him with purifying flames. For some time he operated as a white supremacist supervillain, although he would soon die at his own hands after causing an arson during battle with the Freedom League. The fires eroded the (thankfully evacuated) building’s supports, causing it to collapse on him.

Daniel was dead for a time, floating in some infernal abyss that stripped at his soul until there was little left but anger. He came back as the spirit “Knightfire,” a wraith of hate that can possess others and empower them with hellfire. In 2e White Knight was a bit of a straightforward villain, being a fire-based PL 11 foe with flight and super-strength as well as non-powered Minions backing him up. In 3e he has much the same powers, although he’s stealing a bit from Jack-a-Knives in being able to possess hosts and give them his own powers.

Lady Lunar was born into the Royal Family of Farside City on Earth’s Moon. But she was “mind blind,” not born with the psychic powers that formed the backbone of Farside’s upper class. She was subject to bully and ridicule, forming over time into a hate and bitterness at being denied the seat of rulership she viewed as rightfully hers. She would become Farside’s ruler by forming a coup and seizing control of the Moonstone, the city’s major power source, which she used to gain powerful psychic abilities. Lady Lunar ruled as a dictator for a long time before the Atom Family overthrew her cruel reign. She fled before being captured, and ever since has concocted various schemes and allied with other space-themed supervillains such as Star Khan.

She is quite predictably a PL 12 psychic-themed supervillain, having powers such as mind-based attacks and status effects, telekinesis, and flight and teleportation.

Lady Seven (3e) details Seven from the Next-Gen, but as the Dark Lord who took over Una’s role as Queen of the Netherworld. Interestingly she isn’t exactly what I’d call a “villain,” as Seven is trying to make the Netherworld a better place yet is constantly tempted to use that power for selfish ends due to her status as Dark Lord. She is one of the book’s heavy-hitters at PL 15, being a more generalist mage with a wide array of powers ranging from long-range scrying, teleportation, astral projection, and several offensive mystical blasts among other potential spells.

Lady Tarot is a witch who can trace her lineage back to the old covens of Tuscany. Born into a mafioso family, she felt obligated to help the family business as a consultant, using tarot cards to read fortunes which “Big Al” Driogano would use for risk assessment. Her readings have helped thwart several attempts on the Don’s life, and in exchange has been rewarded quite well for this. Her major foil is Foreshadow, for her powers seem unable to make predictions about him and his actions, and from this was born a curiosity that eventually grew into a romantic fascination with the hero.

As of 3e her loyalties were tested upon discovery of a foolproof plan for the Mob to kill Foreshadow. Making use of forbidden magic, she entered into an infernal bargain with the help of Lucius Cabot (lawyer who serves demonic powers), giving up her heart to serve the cause of sin and evil in the world in order to save Foreshadow, even if that meant Foreshadow would be eventually forced to destroy her.

While Tarot is still a powerful Mob asset and mage, the result of the bargain has started to turn her more heartless. She is not very powerful, being PL 5 in 2e and 8 in 3e, with her powers being luck-themed abilities that can nullify attacks, debuff enemies, and play around with Luck Points and Hero Points in various ways.


Magpie is a self-styled romantic thief of unknown origin. He has the power to teleport long distances (which he claims to have gained from a magical gem), although he rarely uses it save in more desperate circumstances as he relishes the challenge of breaking into the most secure facilities with but his own skill and wits. For a time he made many impossible robberies in Europe before the Raven (Callie Summers) caught him. Far from being resentful, he respected her for being one of the few on Earth-Prime to best him, and when he broke out he sought to earn her affections; something which she was flattered by but never could accept due to being on opposite sides of the law. He has more of a moral code than other underworld figures, refusing to do more unsavory criminal activities such as kidnapping and murder.

As of 3e he is the rival of the new Raven, and while it’s not a romantic one he enjoys exploiting that one’s relative inexperience and temper. It’s also believed that he’s preparing various apprentices to carry on his work for his eventual retirement. In terms of stats the Magpie isn’t very dangerous for his 11 PL, having only an unarmed attack by default. But his strengths lie in his very high skill bonuses and teleportation power.

Malador the Mystic (1e/2e) is the Freedomverse’s prominent “evil archmage,” an immortal being hailing from Atlantis who was imprisoned in eternal slumber for forging pacts with evil beings that threatened humanity. He would later be accidentally freed by Adrian Eldrich in the 1930s, with that superhero feeling a duty to make up for this with his newfound magical powers. Malador is your stereotypical power-mad undead sorcerer, willing to stop at nothing at gaining more arcane knowledge. In terms of stats he is a tough PL 14, having an array of magical spells.

Not much has changed about him in 3e, where he is statted up in the Superteam Handbook. If one were to compare stats with Lady Seven, he is a bit less powerful and doesn’t have as much spells, although unlike her he is undead (immune to Fortitude effects), immortal (“revives” when someone wears his mask), has a broader telekinetic spell (Seven’s can only move elemental objects of air/earth/fire/water), and can conjure illusions.

Madame Zero (3e) is Rule 63 Mr. Freeze. Victoria Leonard was a cryogenic scientist for ASTRO Labs. She was respected in her field despite her career taking place before the advent of Second Wave Feminism, so like many women she was married to a husband that served as the family breadwinner. When she discovered him having an affair, her life came crashing down, and her husband in no uncertain terms said he no longer loved her.

Feeling she lost the only person who loved her, she tried to kill herself by freezing herself in one of ASTRO Labs’ Freon tanks.

Afterwards Victoria woke up in a hospital room that felt burning hot, but also with the ability to sap the surrounding heat and turn things to freezing temperatures. She escaped, and after building an environmental suit that would allow her to operate in above-freezing environments, Victoria Leonard became the supervillain Madame Zero. After murdering her husband she fell into a life of crime, and due to her condition she was virtually unaging. In modern times she is looking for a cure for her condition in hopes of being able to live a normal life again. In terms of stats she is a PL 12 cold-themed scientific supervillain, having a Cold Control Array of various ice-based attacks as well as the ability to generate environmental obstacles such as extreme cold and impeded movement.

But another important ideal Madame Zero has is fighting back against climate change, destroying and sabotaging the operations of oil and gas companies unleashing greenhouse emissions into the atmosphere in spite of government regulations. The book notes that in such cases PCs with an environmentalist mindset may ally with her.

So wait, climate change is still a problem on Earth-Prime…and between her and the Green Man, it looks like the only people who want to do something about it are supervillains.

Shaking my head right now.


Mastermind (1e/2e) was a caveman who got abducted by the Preservers in need of finding human specimens for their experiments. Subjected to myriad painful fates, his essence was distilled into little more than a brain connected to the alien machine’s knowledge banks, absorbing information over time. Thousands of years passed, and when the Preservers were gone he took control of the machines which he used to grow and inhabit a new human body. Being the pre-eminent example of what humanity could be, Mastermind’s body was immortal and at peak condition, with amazing psychic powers making him outright superheroic. He walked Earth for millennia, doing what he could to steer humanity’s fate by taking on the identities of various philosopher-kings, scientists, and political figures. But he was selfish, feeling that most humans were too short-sighted to shape their own destinies. When he exited one of his periods of hibernation in 2003, he looked at the explosion of the superhero population with fear, viewing them as rivals who would be a threat to his rule.

Mastermind hasn’t changed at all for 3e, and is statted up in the separate Threat Report sourcebook. He is a PL 15 psychic but every ability score is at least world-class standards for normal humans, and his defenses weigh heavily towards absorbing damage rather than evading it, and he has a variable array of Equipment Points to use for various hidden lairs throughout the world. Despite being an arrogant being full of contempt for the average human, his own background gives him a heavy dislike for torture and other villains who get off on pain, and he’s been known to be “merciful” during the pursuit of his goals. Mastermind’s hopes at shaping humanity into an ideal species has made him ally with superheroes, such as during 2005 when he worked with Daedalus and Dr. Atom to develop a vaccine for a literal mind-virus unleashed by SHADOW.

Thoughts So Far: There’s a rather large amount of magic and hell/afterlife-themed supervillains in this section, so there’s a lot of overlap even when some entries were removed for 3rd Edition. Lady Lunar and Mastermind both occupy the psychic role, with the former being more heavily focused on telepathy vs Mastermind’s telekinetic focus. Lady Seven seems to have replaced Malador as the “big evil magic guy” for 3rd Edition, albeit not exactly being villainous in motivation. Jack-a-Knives is another cool “puzzle villain” like the Collective in that there may be times when the PCs don’t want to damage the host or need to find an environment where the Murder Spirit can just jump into another body. I feel that White Knight/Knightfire steps on Jack-a-Knives’ toes a bit too much here.

In terms of favorites I’d have to pick Magpie, if only because I’ve recently watched Lupin III: The Castle of Cagliostro and enjoy the “charming thief” archetype. For my least favorite I’d have to pick the Hellqueen. Not only do other villains occupy the “hell-themed villain” concept better, her backstory and obsession is heavily tied to Captain Thunder, who isn’t even active in 3rd Edition anymore!

Join us next time as we finish up this book with the last 20 supervillains!
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It looks like I'm going to be wrapping up Freedom City soon. So I put up a Straw Poll for what book I should review next. Given that superheroes are on the brain, I figured I should go with another such book. Here are the options:


Aberrant 2nd Edition: An update to the classic White Wolf setting's take on superheroes.


Claim the Sky: Superhero rules and setting for the Cypher System. AKA Monte Cook's take on superheroes.


Aaron Allston's Strike Force: Back in the 1980s one of Champion's play-testers ran a superhero campaign and kept meticulous notes, releasing it as a part campaign setting, part read-through of prior sessions. He pioneered many innovative GM tactics for the time, and this sourcebook updates the book for 2016.


Emerald City: For those who enjoyed the Freedom City Let's Read, this book details Earth-Prime's other notable American metropolis. Only this time, the PCs are the only real hero team in a city that got struck by a Mass Super-Empowering Event.

Here's a link to the Straw Poll. I'll check the results a week from now to determine the winner.

The poll isn't working. I did another test poll and voted on it directly, so something seems up with the site itself.
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He’s also listed as a supervillain for 3e in spite of his last mention in the metaplot of him becoming cured of his radioactive powers in 2009. I suppose it’s meant to be a matter of time until he goes back to his old life of crime.
I suspect it's more likely an editorial snafu, unfortunately, but (again, can't source this) I have a vague memory of someone stating that there was a clone of Gamma running around, still empowered.

As for the poll, I'm tempted to suggest Emerald City as it's a bit better put together than the 3E Freedom, buuuut ... Claim the Sky gets my vote.

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