In the aftermath of the House of M and Civil War storylines, Omega Flight is formed from the tragedy that happened to Alpha Flight: Guardian is now the mutant that destroyed the supergroup, "recruited" by Sasquatch, the gamma-ray created Man-Monster of the north. Talisman is the daughter of Canada’s mystic, Shaman. Two Americans are sent by Iron Man to assist them all, USAgent, who had temporarily replaced Captain America, and Arachne, a Spider-Woman replacement. With help from Heroes for Hire member and Spider-Man ally, the cat burglar Black Cat, they have the power to face the scientific High Evolutionary.