I wanted to do a character who was as much Loki as Mindmistress is inspired by Athena. But Loki's fascinating because he's the one rebel/trickster in the pantheon---so Flickerflame needs a pantheon--a super-team--to play against.

FLICKERFLAME: Real name is Rafael "Rafe" Lafferty. Twice married, had three kids by his first wife, Angie, (whom he married when he was twenty) and has two small children by his current wife, Gwen. Born and raised in New York City, Lafferty's in his late thirties. His father was a crime boss, later stopped by Sage. He started to train as a priest, later as an FBI man, never finished either, later becoming a repo man and warrant server.

POWERS: Able to transform into energy---and the only thing that keeps the fireball he becomes from destroying half the American continent is that the other part of his energy becomes a magnetic "bottle" holding his power in--and from then into other living beings. (A nickel's worth of matter was turned into energy to become Hiroshima's destruction.) The law of conservation of matter dictates that he can't become anything too big--he can't become an elephant or a whale, for instance. He weighs 160 lbs...which means he could turn into a huge and massive wolf--or two 80 pound wolves. Or two eighty pound baboons, each of which has strength surpassing a man's. Or twenty eight-pound falcons. Or a huge swarm composed of thousands of flies or bees or wasps.He can set a time-limit for the transformation, when the beings he becomes instinctively come together and transform back to Flickerflame's human form. (The longer he stays in a beast-form, the more bestial and dim his thoughts get.)

He can imitate most human forms with ease. (One of his favorite disguises is to become a little old bag lady.) Think of him as a combination of Mystique and Beast Boy/Changeling, with a conservation of energy/matter limit.

Origin: Like the others of the Next Level, he was an experiment of the Zha'Tahn, methane beings from another star system who are most comfortable in frigid gas giants like Jupiter, where they have built a colony. Managed to escape by himself, a feat that earned Sage's respect.

Group Affiliation: The Next Level, sometimes called the Command. Position within the group: advisor, negotiator, operative, troubleshooter. Known for his quick wits and planning.

Motivations: He actually resents the Next Level as a heavy-handed fascist group drunk on power and holding humanity back. He's determined to bring them down and let humanity decide its own destiny. Secretely examining the group for weaknesses to exploit.

SAGE---Ashton Soul. Head of the Raven Foundation, which influences many goverments through lobbying, financial donations, and other types of influence. Also secretely head of the Wolfpack mercenaries, a fighting force composed of the best soldiers money can buy....which he has also used to influence governments. The Raven Foundation is thought to be kept in trust by the Soul family, but in actuality, Soul just pretends to be various members of the Soul family over the years.

Regards himself, with reason, as Earth's secret master.

Powers: The Zha'Tahn circuitry in his brain makes his thinking a unique computer/brain hybrid, able to process information and think up plans much easier than any computer or normal human being. His large staff is actually a portable one-man rocket launcher.

Origin: a Renaissance man. Literally. Born in 1550 in a small town in Kent, England, Soul was a wandering book trader and minor poet when the Zha'Tahn took him and his sister, their first known captives. He was made a biological interface for their computers, a living processor hanging from their network, with whole sections of his brain replaced by Zha'Tahnian circuitry. His right eye was plucked out, replaced by a cybernetic plate which could easily interface with their circuitry, and can incidentally also pick up radio and television transmissions. Eventually he decoded their language (which had previously run through his brain without any meaning) and led a revolt, returning to Earth in 1590. His sister, Ageless, was able to control the aging process in others, and keeps him alive and relatively young in health even today.

Group Affiliation: The Next Level, sometimes known as the Command. Position within the group: Its leader.

Motivations: Preparing mankind against the return of the Zha'Tahn. Everything else is secondary to that. Thinks it's a mistake for mankind to go too far in space, too fast, that it will attract the attention of the Zha'Tahn. Tried to dissaude Kennedy from announcing the Moon program, and was literally the man on the grassy knoll who shot Kennedy, hiring Oswald as a diversion, and blackmailing Jack Ruby into shooting Oswald afterwards. (It's unknown whether he had any hand in the assasination, directly or indirectly, of either Martin Luther King or Bobby Kennedy.) He also ordered the destruction of the space shuttle Challenger in an effort to slow down "escapes into space" and set the space program back. Often used terrorists and anarchists to offset governments at key points in history---knew both John Wilkes Booth, Lincoln's assassin, and Gavrilo Princip, the assassin of the Archduke Franz Ferdinand, heir to the Austro-Hungarian throne, which caused World War I, and may have influenced both. Hitler oddly enough took him by surprise, although he influenced Rommel and others into trying to kill Hitler. It is known he made some trips to Afghanistan in the late eighties, and may have influenced Osama Bin Ladin. Often makes sure, through blackmail, revelations to the press, lobbying and other means, that mediocre men are often elevated to become heads of state, rather than those with high intellects or overpowering personalities, who might recognize his efforts.

THUNDEROUS:Mikhail Donner is half-German, half-Russian, and lived in Siberia near the Tunguska river as a trapper in 1908.

Powers: Physically strongest of the Next Level, his arm, leg, and back braces amplify his strength many times. He can also increase his metabolism, cranking it up to at least twice its normal rate, through his belt...but he has to consume food in large quantities to feed this accelerated metabolism.

He wields a weapon which can suppress the negative charge of an electron, causing it to utterly destroy any object it hits, dissolving with a loud thunderclap into monoatomic dust.

Origin: Taken as a laborer for the Zha'Tahn, once he was equipped with his limb braces and the bullroarer-like weapon, he drove the Zha'Tahn away single-handedly, destroying their craft miles above the earth, causing a huge explosion, known as the Tunguska event, flattening trees for hundreds of miles around.

Sage found him soon after and got medical care for him, and Donner joined the Next Level under the codename "Thunderous". Ageless, of course, keeps him young.Group affiliation: The Next Level. Position in group: Enforcer and security, Sage's strong right arm.

Motivations: Hates the Zha'Tahn for trying to enslave him, loyal to Sage/Soul, otherwise, not too complicated. Not very intellectual, enjoys sports events and drinking socially. Uses his metabolism-accelerating belt to burn off the intoxication, when need be. Works as a bar bouncer when bored, although can draw off funds from the Raven Corporation.