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As Paragon and Stardust are brought up-to-date on the Vardax threat by Commando D and Denny, the Scarlet Scorpion is imprisoned in a Vardax mountain stronghold. When the evil human turncoat Chromo creates a light-image of a giant monster at the mountain, both Nightveil and the three other heroes converge on the spot to combat the illusion, and find not only the 'Scorpion, but the very real threat of the Vardax presence. All out battle ensues, and while the heroes manage to destroy both the Vardax base and their transporter device, the threat is far from over. Even Chromo manages to escape. "Down And Out?" is written by Dan St. John, Greg Guler and Bill Black, with pencils by Gordon Purcell and Greg Guler, and inks by Don (Crossgen)Hillsman. It guest stars Richard and Nikki Latimer and Atoman.

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