Retro-Review: R.E.B.E.L.S.’94 #0 – R.E.B.E.L.S.’96 #17 By Tom Peyer, Derec Aucoin & Others For DC Comics

R.E.B.E.L.S.’94 #0-2, R.E.B.E.L.S.’95 #3-14, R.E.B.E.L.S.’96 #15-17 (Oct. 94 to Mar. 96)

Written by Tom Peyer (#0-17)

Pencilled by Arnie Jorgensen (#0-1), Derec Aucoin (#2-6, 8-11, 13-17), Scot Eaton (#7), and Michal Dutkiewicz (#12)

Inked by James Pascoe (#0-2), Mark Propst (#3-6, 8-11, 13-16), Pam Eklund (#5,7), Michal Dutkiewicz (#12), and Phyllis Novin (#17)

Spoilers (from nineteen to twenty-one years ago)

L.E.G.I.O.N., which ran from 1989 to 1994 was relaunched as R.E.B.E.L.S. after the Zero Hour event.  That event really had little to nothing to do with this title on a story level (aside from providing the crew with their strange spaceship), but did work to sever all ties between these characters and The Legion of Super-Heroes, which is set in the 31st century.  That title received a complete reboot, with all of its previous, endlessly confusing yet glorious continuity wiped clean.

The concept behind this book is that Lyrl Dox, the infant son of L.E.G.I.O.N. founder and commander Vril Dox, took over that organization, and proceeded to use his new position to extend his control over the galaxy, through the use of mind control technology, which was a theme in the earliest issues of L.E.G.I.O.N.’89.

Dox and most of the core members of the organization escaped in the last issue of L.E.G.I.O.N. and were now working to remove Lyrl from the picture and restore normalcy.

This title has a large cast, and the book is often split between the R.E.B.E.L.S. and the characters still in L.E.G.I.O.N.


  • Vril Dox (Coluan ancestor to Brainiac 5; manipulative leader)
  • Strata (Dryadian)
  • Stealth (race unnamed)
  • Lobo (Czarnian; psychotic, left in #6)
  • Phase (time-lost amnesiac cousin to Phantom Girl of the Legion of Super-Heroes, or not)
  • Borb Borbb (race unknown, sacrifices himself in #15)
  • Telepath (Zsiglonian; captive of Dox)
  • Garv (married to Strata; hates Dox; works for Lyrl starting in #1 but switches over in #9)
  • Presidential Guardsman (unnamed Devan, unofficially joins the team in #15)

Unaffiliated with the R.E.B.E.L.S., but working against L.E.G.I.O.N.:

  • Captain Comet (human, first seen again in #10)
  • Marij’n Bek (Cairnian; not brainwashed, first seen again in #7)


  • Vril Dox (Dox and Stealth’s son; in control of L.E.G.I.O.N. and its members)
  • Lydea Mallor (Talokian; artificially aged daughter of L.E.G.I.O.N. founder)
  • Amon Hakk (Khundian)
  • Davroth Catto (Ozimanian)
  • Garryn Bek (Cairnian; first seen again in #7)
  • Zena Moonstruk (race unknown, first seen again in #8)
  • Gigantus (Motusian, first seen again in #8)
  • Layla (Bloodlines character, first seen again in #16)

Let’s look at the events of this series in detail, with some commentary as I go along:

  • The debut ‘zero’ issue does a good job of introducing all of these characters and the situation to new readers, and recapping all the key moments in the L.E.G.I.O.N. series.
  • Dox has used his alien ship to board a L.E.G.I.O.N. supply ship.  The R.E.B.E.L.S. face some opposition, but manage to steal some supplies (food, weapons, and video games for Lobo).
  • When they are pursued by a patrol ship, Dox rams it, destroying it and killing all on board.  This upsets Strata, who is already struggling with them morality of what they are doing.
  • On Cairn, Lyrl summons the organization’s chief archivist, who he does not have control of, to make changes to L.E.G.I.O.N.’s history, casting himself in a more favourable light.  This serves as a multi-page recap for new readers.
  • Upset by the changes he is forced to make, the archivist hides his journal aboard a probe that Lydea Mallor is about to launch, and then proceeds to shoot up the base, resulting in his own death.
  • The R.E.B.E.L.S. find themselves surrounded by a number of L.E.G.I.O.N. craft, and Dox shows a lot of frustration because of his inability to properly pilot his new ship.
  • Lyrl and Lydea find new Green Lantern Kyle Rayner in space, and bring him aboard their ship.  They convince him that Dox and the other renegades are evil, and he agrees to help with their capture.
  • Dox has learned to use the ‘legs’ on his vessel, and uses them to attack the L.E.G.I.O.N. craft (he can’t figure out how to use conventional weapons).  He pilots the ship near some villages on a barely-civilized world.  When Lyrl commands his forces to destroy the villages, Green Lantern switches sides.  After, he discovers that Dox manipulated him, knowing that Lyrl would kill the natives so he punches him out and takes off.
  • Garv, who has not been brainwashed by Lyrl, agrees to help him capture Dox, as he only wants his wife, Strata, back.
  • The R.E.B.E.L.S. (who, I should point out, have not been called that yet in the book) are fighting with one another when Dox demands that Strata be held captive, like Telepath.  The rest of the team disagrees with him, and he orders Lobo to take them out.
  • Borbb is able to make a fool of Lobo, eventually knocking him out.
  • On Cairn, Vril and Lydea meet with Garv, giving him a modified L.E.G.I.O.N. ship so he can track down the R.E.B.E.L.S. and get his wife, Strata, back.
  • Dox lands the alien vessel on a planet, and leaves the ship on errands.  He tells the others to be gone when he returns (except for Lobo, who we learn sleeps in the nude).
  • Dox goes to a chop-shop to buy parts for his ship, but the criminals there hold him at gunpoint.  While trying to convince them that he’s a criminal too, a squad of L.E.G.I.O.N. officers appear to arrest everyone, and Dox leads the fight against, them, killing them with a ‘Death’s Egg’, which is a egg-shaped programmable grenade.  Dox gets the parts he wanted from the criminals.
  • Other L.E.G.I.O.N. officers infiltrate the alien ship.  Borbb teleports the other R.E.B.E.L.S. away to escape arrest.  One of them officers shoots the chained up Telepath, but Lobo murders the rest for disturbing his sleep (he’s still nude).
  • The officers find barrels full of brains on the ship.  The officer who shot Telepath is attacked by the ship, which sends tendrils into his head.
  • Garv breaks the tracking device he was using to find the others.
  • Phase, Strata, Stealth, and Borbb realize just how Lyrl is running L.E.G.I.O.N. when they see an old woman viciously attacked for curfew violation, and try to rescue her.  All but Phase are captured and incarcerated.
  • Lyrl orders that the water planet Ontaeus, that refuses to sign on with L.E.G.I.O.N., be attacked as a message to other reluctant new clients.
  • Dox discovers what happened on his ship, which then takes off on its own, powered apparently by the comatose L.E.G.I.O.N.naire’s brain.  When Dox pulls the tendrils from the guy’s brain, the ship crashes.
  • The captured R.E.B.E.L.S. are fitted with inhibitors that shut down higher brain function, but Phase takes Strata’s off her.  When the guards start executing the other prisoners, Strata attacks them.
  • Dox has a chat with Telepath, establishing just how much control Lyrl has over him.  Telepath is dying from his gunshot wound, but Dox saves him, making it clear that he will kill him if he betrays him.
  • The R.E.B.E.L.S. return to the ship, agreeing to join Dox, who now has full control of the vessel, which has attached tendrils to his head.
  • On Ontaeus, L.E.G.I.O.N. works to viciously put down any resistance.
  • Dox discovers what’s going on there, and takes his R.E.B.E.L.S. to help out.  He now has full control of the alien ship, but is ignoring a festering wound on his leg.
  • Dox appears to have broken Telepath of Lyrl’s programming.
  • Garv is still on the hunt for Strata, although his trail has gone cold on Crell.
  • The R.E.B.E.L.S. (who are still not being called that) arrive on Ontaeus and begin to help out, but are stymied by some genetically engineered eel things.  When meeting with the Ontaean King, Dox is sold out to L.E.G.I.O.N., but is rescued by Borbb.
  • After the defeat on Ontaeus, Dox ends up in a bar on the planet Raxull, where he gets into a couple of bar brawls.  He ends up freeing Lobo from his obligations to himself, and then gets drugged by a local who hopes to sell him to L.E.G.I.O.N.  While hallucinating, Dox sees and speaks to the Durlan, Lyrissa Mallor, and his father.
  • We learn that there is a group called the Blood Circle on Raxull.
  • Some undercover L.E.G.I.O.N. operatives arrive at the bar to collect Dox, but instead decide to just blow the whole place up.  They find Dox’s finger and decide it is proof that he’s dead, which is what they inform Lyrl of.
  • Dox wakes up in hiding, having been rescued by John Sin, of the Blood Circle.  He gives Dox a pain-killing patch, which appears to be addictive.
  • Stealth and the others find Dox’s supposed killers, and decide to follow them as they go for their reward.
  • Lyrl decides to hold a memorial to his father, inviting leaders from all of his client worlds, in a bid to use his charisma program to brainwash them all, and silence their dissent around L.E.G.I.O.N.’s new tactics.
  • Marij’n, who has never been brainwashed, continues to pine after Captain Comet (who she believes is dead).  She is mostly faking this though, as she tries to figure out how to free everyone from Lyrl’s mind control.  She convinces Garryn to bring her to Dox’s memorial.
  • On the alien ship, the R.E.B.E.L.S. follow Dox’s supposed killers to a L.E.G.I.O.N. space station.  Garv arrives at the same time in his ship.
  • Lyrl uses the charisma program, delivered through VR glasses, to all the world leaders.
  • L.E.G.I.O.N. attack the R.E.B.E.L.S.’s ship, and cause it to crash into the space station.
  • The Blood Circle, an anarchist group, decide to help Dox overthrow Lyrl by going after the Worldbank, a secret trading house that Lyrl’s plans rely upon.
  • The R.E.B.E.L.S. name their ship Di’ib, after their dead comrade, when they survive the crash into the L.E.G.I.O.N. space station unscathed.  Stealth gets Borbb to teleport her onto the station, as she sees this as a good chance to take out Lyrl.
  • Marij’n uses the confusion caused by the crash to try to stop Lyrl’s brainwashing of the client worlds’ leaders.
  • Garv rescues the people still on the Di’ib from another attack.
  • Stealth and Borbb get into a fight with the new L.E.G.I.O.N. core team – Davroth, Zena Moonstruk, Amon Hakk, and Gigantus.  They are subdued by them.  The core team then has to try to stop Marij’n, and they are successful in this as well.
  • On the planet Gant, Dox attempts to infiltrate the Worldbank, but is taken prisoner.
  • Finally reunited with his new wife, Garv starts to act like a domineering jerk, demanding she leave with him, until the Di’ib is attacked again by L.E.G.I.O.N.
  • On Gant, Dox pretends to think about an offer from two representatives of the Worldbank, but then he breaks their robot butler and uses its head to shoot them.
  • Garv begins to pilot the Di’ib (which means that it sends tendrils into his brain), and saves his former friends.
  • Lyrl and Lydea try to brainwash Stealth, Borbb, and Marij’n, but Stealth breaks free and attacks them.  Davroth takes off with the baby, while Marij’n reprograms Lyrl’s charisma program, de-brainwashing the representatives of the different worlds.  They turn on Lyrl, while Borbb teleports Stealth back to the Di’ib.  They can’t find Marij’n.
  • The space station blows up, with the different world leaders still on it.
  • Dox finally checks in with Sin and the Blood Circle, only to learn that they have sent back-up to help him.  The back-up turns out to be his old girlfriend/enemy Ig’nea, who burns him pretty badly.
  • Worried about Garv, Strata has him fly to Raxull to get medical help.
  • Lyrl gets himself a battle suit so he can protect himself (he looks ridiculous though).
  • Dox blows up the Worldbank, presumably killing Ig’nea in the process.
  • On Raxull, the R.E.B.E.L.S. (who still don’t call themselves that) learn that Dox might still be alive, and attack the Blood Circle headquarters in a sequence that makes their ship look much smaller than it must be.
  • Dox arrives and stops the fighting.  He tells off John Sin, and then Strata kisses him, which makes Borbb jealous.
  • A ship tries to land on Cairn, and is attacked.  We discover that it carries Captain Comet, who was last seen stranded on the planet where the Imposter Lady Quark supposedly killed him.  The first L.E.G.I.O.N. operatives he sees agree to take him to see Director Dox, just not the one he expects.  He explains that it took him six months, but he industrialised the primitive civilization on the planet he was on so that he could help them create space travel and bring him back to Cairn (which, I guess, is easier than just building a radio to call for help with).
  • On the Di’ib, Dox removes Garv from the ship’s tendrils.  Stealth discovers the extent of Dox’s injuries and takes him to see the doctor that helped her before, who has been killed by the Blood Circle.  They use a cellular regenerator to restore Dox to health (although it looks like he’s still addicted to the Sin Patches, which is what they are calling the painkiller patch he keeps putting on his forehead).
  • Lyrl finally brainwashes Marij’n before she goes to see Comet, with the idea that she will then brainwash him, but instead he mind-melds with her, and wipes Lyrl’s influence out of her head.  Together they escape, and decide that they are going to fix L.E.G.I.O.N. on their own, establishing a new headquarters in a log cabin somewhere.
  • Representatives of the 89 worlds that lost their leaders, with some help from Lydea, hire the Iceman to track down and kill Stealth, who they believe is responsible for the explosion on the space station.
  • The Iceman attacks a L.E.G.I.O.N. research station, looking for information on Stealth, killing a few L.E.G.I.O.N.naires in the process.
  • On Raxull, Strata refers to the group as R.E.B.E.L.S. for the first time, and then explains that it stands for Revolutionary Elite Brigade to Eradicate L.E.G.I.O.N. Supremacy.  It seems that Garv is coming around to their way of thinking.  It only took a year for someone to get around to explaining the series title, which is pretty much how things went with L.E.G.I.O.N. too.
  • Dox gets some of the brains out of the barrels we’ve been seeing since the first issue, explaining that they each give the ship different abilities, such as super speed and blasting.  It’s ridiculous, but there is no choice but to go with it.
  • Dox and Stealth are getting very close, which seems odd.  Phase is feeling a little left out.  Really, Tom Peyer is not as good with the team interactions as Giffen, Grant, and even Kitson were.
  • The Iceman gets aboard the ship, attacking Stealth.  Borbb won’t help her, because he wants to talk about his feelings for her instead, so she knocks him out, and lures the Iceman to the bridge.  She destroys the brains that are running the ship, so that it would try to attach tendrils to the Iceman’s head, but at that point, he just disappears.
  • This does something weird to the ship, which goes into a form of hyperdrive.  We learn that the Iceman has taken over the ship, which is hurtling towards Earth.
  • As issue 13 is part of the Underworld Unleashed cross-over event of 1995, Neron appears on the Di’ib, summoned by the Iceman.  Iceman possesses Borbb’s body using the ship’s tendrils, to communicate with Neron.
  • Dox takes back control of the ship before it crashes into New York City, and when the crew exits the vessel, they see that the Iceman is back in his own body, ready to fight.
  • On Cairn we learn that Vril has developed a way of broadcasting his mind-control program.  Lydea slips her control momentarily.
  • On Earth, the Iceman mops up the team quickly, and squares off against Stealth, when Neron kills him, as part of a bargain he’s made with Dox.
  • Later, on the Di’ib, the team wonders what deal Dox made, and whose soul he sacrificed.  We learn that Neron simply gave him cryptic advice about how to deal with Lyrl.
  • At that point, the ship is attacked by a grouping of 89 bombs, clearly a message from one of the planets whose leader was killed by Lyrl.
  • On Cairn, Lyrl tests his new mind-control wave on a random Argite.  It works.
  • Dox decides to take a team to the planet Devan-6 to convince them of what L.E.G.I.O.N. is up to.  This is the same planet where Lyrl decides to deploy his mind-control wave (because of course it is).
  • On Cairn, Captain Comet puts a stop to a L.E.G.I.O.N. attack on some Argites.  For a moment, it looks like he breaks Gigantus free from Lyrl’s control, but it doesn’t last.  It’s interesting that Comet appears to know who Gigantus is, since the diminutive champion joined the organization after Comet’s ‘death’.
  • On Devan 6, Dox’s team infiltrates the presidential throne room, and has Telepath explain what Lyrl’s been up to.  They plan to broadcast the truth across the planet, but at that moment, Lyrl’s wave hits, turning the entire planet against them.
  • The other R.E.B.E.L.S. arrive to rescue Dox and his crew.  The Devan Presidential Guardsman ends up on the ship, and is not under the mind control, and so ends up staying with the crew.
  • The ship uses a previously unknown teleportation feature to escape Devan 6, and ends up trapped in a spider-web like structure.
  • A pair of beings called Kregors enter the ship.  It turns out that they build the ship, and that they use craniotech, a technology based on the use of brains that they construct out of animal tissue.  They are surprised to learn that the R.E.B.E.L.S. have nervous systems.
  • They use a gun-like device to detox Dox and remove his addiction to the Sin Patches.
  • Dox agrees to let the Kregors scan their nervous systems in return for one of the brain-fixing gun things.  It turns out that they plan on killing them after scanning their brains, so they escape to their ship.
  • Borbb teleports away, offering to sacrifice himself to protect his friends, which is strange becaus the Kregors didn’t really want their brains a few pages earlier.
  • The Di’ib teleports away, and Dox learns that they had moved ten billion years into the past, which leads him to propose that their brain scans led to the first brains in galactic evolution or something.  Things are getting weird here.
  • Now Dox sets course for Cairn, with the goal of using the Kregor brain-gun to stop Lyrl.
  • We see John Sin and his Blood Circle fleeing the mind control wave that Lyrl has been broadcasting.  His two friends decide to take over the Circle due to his hypocrisy.
  • On Cairn an Argite attempts to kill Lyrl, but is stopped by Lydea.
  • One one of the mind control stations, Layla admits that she has doubts about Lyrl, as does Garryn.  When they learn that Dox and his crew are headed their way, they get ready for a fight.
  • On Cairn, Captain Comet and Marij’n start an uprising among Argites who had been enslaved by Lyrl.
  • Dox shoots Amon Hakk with the brain gun, clearing his head.  Davroth smashes the gun against Hakk’s head, and then uses it to shoot the brainwave generator on the station, which causes it to work on everyone who is clear-headed.
  • Dox shoots Stealth, because he’s figured out that pain blocks out the mind control.  He shoots himself off-panel.
  • Lyrl holds his parents captive, but is distracted when Lydea informs him of the Argite uprising.  He then injects Stealth with two hypodermics, which causes her to turn into a pile of goo.
  • Captain Comet and the Argites attack L.E.G.I.O.N. headquarters, where they run into the core team, with the now brainwashed R.E.B.E.L.S. supporting them.
  • Dox frees Lydea from Lyrl’s mind control by reminding her that she killed her own mother.  She frees him, and he starts fighting Lyrl, who is, we should remember, a baby in a battle suit.  He breaks into the armor and injects Lyrl with the same hypodermics, turning him into goo too.
  • He then reprograms the mind-control wave, and reverses it.  Now everyone worships him, but he just walks away, carrying two containers full of Lyrl and Stealth.
  • After a period of time, we learn that Captain Comet is now running L.E.G.I.O.N., and that he’s making reparations for everything done during Lyrl’s time.
  • Comet and Phase have an awkward conversation about how Phase does not know anything about her past, retconning away the pre-Zero Hour revelation that she is Tinya Wazzo’s cousin.
  • Stealth leaves Cairn to go home.  Home is an asteroid where Dox and Lyrl live.  Lyrl does not appear to have his intelligence anymore, and is just a regular baby, although Stealth does not seem too interested in holding or interacting with him.

Ultimately, this series is a disappointment.  Writer Tom Peyer wrote this more as a grand adventure series, and eschewed the strong character work that made the predecessor title so great in its earliest runs.  I know that the book was relaunched largely as a way to increase sales and give it a greater profile, but I don’t feel that worked, or it would have lasted longer than a year and a half.

L.E.G.I.O.N. always had a gigantic cast, but Peyer got rid of most of them, relegating them into bit players that filled background scenes.  Most of the R.E.C.R.U.I.T.S., who worked for Lyrl, were not even shown until issue eight.  As for the core group of R.E.B.E.L.S., anyone who wasn’t Vril Dox were more or less cardboard cutouts.

Strata had been the heart of the team for years, but she barely registered in this book.  Likewise, Phase was almost completely ignored (although that might have had something to do with DC editorial trying to figure out her status after Zero Hour, and not wanting to rock the boat).  Telepath had been developed quite a bit by Alan Grant, but in this, while it was never clear where his allegiance really lay, he was nothing more than an afterthought.

The strangest character arc was Stealth’s.  For years, she’d had a deep-seated hatred of Dox, but now she started to behave like a devoted fan or groupie, showing him affection for no clear reason.  I’d expected that we would learn that she was going into heat again, or that these changes were related to her physiology, but that was never explored, and their relationship felt very forced.  Adding to this was the hamfisted way in which we learned that Borb Borbb had feelings for Stealth, which he only ever wanted to express while they were in danger.

Dox himself was handled well for the first half of the run, as he had to deal with being on the run, and then becoming addicted to the Sin patches.  That thread was wiped away pretty easily (and, come to think of it, we never learned what happened to John Sin), as were other aspects of his story.

I think it’s very likely that this book was plotted out for at least another year, and upon learning of the impending cancellation, Peyer had to rush through some aspects of his plans.  There’s no other way to explain the very bizarre issue where the team went back in time to meet the architects of their strange ship, had a character sacrifice himself, and perhaps provide the template for all higher forms of life for the entire universe?

Actually, all of the stuff about the ship was very strange.  It acted like it was alive, ran on brains, had arms that were used offensively, and was indestructible.  Oh, and it could teleport, because that’s what we need vehicles to do.  It reminded me a little of Moya, on Farscape, but nothing about it made sense.  Especially confusing was its scale, as it seemed to change size on each page it appeared on.

This brings me to the art, which for the most part, worked very well, especially when you consider that the book came out in the mid-90s.  Derec Aucoin’s art reminded me a fair deal of Barry Kitson’s work on the previous title, and it was very clean.  Arnie Jorgensen, the original artist on the title, had pages that were rough and rushed looking, but Aucoin’s work was quite smooth.  I’d forgotten about mid-90s digital colouring, and kind of enjoyed that, although I was noticing how much better colour looks in books today.

One thing that I found very interesting about this title was the use of recap pages, something DC today refuses to do.  Reading one issue of this comic each day means that I didn’t really need the recap, but I’m sure this would have been helpful to someone.  I don’t remember this being comic in DC books at the time (although I think I was only reading a handful of DC titles by this point – Starman, LSH, Legionnaires, Flash, and maybe one or two others?), and I wonder when the practice died out.

Anyway, after this series disappeared, that was pretty much it for these characters.  Captain Comet showed up again in the Rann-Thanagar War mini-series, in 2005, but wasn’t running L.E.G.I.O.N. by this point.  Tony Bedard revived the title and characters again in 2009, in a run that I enjoyed a lot.  Stealth showed up in the short-lived and generally terrible comic The Threshold, and I believe she is the only member of the team to have ever shown up again in the New 52.  I hold out hope that some of these characters may appear in the new Omega Men series at some point, but I’m not holding my breath.

If you’re interested in reading my first articles about the L.E.G.I.O.N., you can find them here:

#1-12 (Giffen, Grant, Kitson)

#13-39 (Grant, Kitson)

#40-60 (Kitson and some Waid)

#61-70 (Peyer’s run)

For my next set of Retro-Reviews, I’m going to be looking at a series that has been under-appreciated, uncollected, and is written by one of my all-time favourite DC writers.  Any guesses?  Here’s a couple of hints:  It was launched as a three-issue Prestige mini-series, and later had its entire series retconned out of existence, I think (few characters have more confusing histories).


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