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Atalon, a powerful being from an underground race, leads a gang of fellow underground mutants to steal warheads from all over the planet. Meanwhile, Prototype and Prime proclaim on television that they are starting an Ultraforce and they are going to inspect the rash of thefts on the weapon bases. Hardcase, Ghoul, and Pixx are on Contrary's airship, discussing the plight of the anti-ultra sentiment on the planet and how ultras need a leader to show normal humans that they are on their side to protect them. Hardcase, the obvious candidate for leadership, opposes the idea because he's already had to bury a super team. Prime and Prototype hastily go to Alabama, the last place that Atalon attacked. Hardcase wants to stop them immediately before they make the situation worse. Meanwhile, Topaz arrives on Earth and finds herself unsure as to how she got there, lashing out against all the men she has encountered. Contrary makes certain to recruit Topaz as Hardcase rushes off to Alabama. When Prototype and Prime arrive, they fight and are defeated by Atalon, who escapes. Hardcase arrives to save their lives in time. Contrary then arrives with Topaz, Ghoul and Pixx, informing Hardcase that she will have to lead the team if no one else steps up. This gives Hardcase cause to become their leader, the leader of Ultraforce, and he announces it to the media. Their first mission will be to stop Atalon from using the warheads he has stolen.