The man known as Penumbra started life off as simply as the rest of humanity. He was born Alexi Ustinov to Grigory Ustinov (a.k.a. Gorynynch of the organization M.I.S.T. (Mercenaries In Silent Terrorism)) and Helena Backe (codenamed The Red Deer in the BCO (British Covert Operations)) in 1978 in Perdition, Kansas. His parents, however, lived very exciting lives compared to the average man or woman.

Grigory, a native Russian, spent his youth jet-setting across the globe as a hired spy, able to infiltrate and acquire the so-called unacquirable. He infiltrated economic and military strongholds for desirable secrets, sabotaged nearly every type of man-made structure and vehicle, and stole a variety of secrets from a multitude of governments, including his own Mother Russia. Helena, a daughter of Ireland and Wales, however, life ran in the other direction. She, and the other members of the BCO, protected the interests of important organizations as long as the organization held some value to the British Empire and its territories. She traipsed across the Queen's lands in search of those who would defile the Empire and single-handedly captured close to a hundred rogue agents, assassins, and other mercenary type individuals.

Grigory and Helena met during a mission in Morocco, he trading information to the Hassan II, then King of Morocco, and she was trying to prevent such information from falling into the hands of such a man. After a brief, but violent, struggle, peace was established and common ground was made. An uneasy partnership was formed, one informing the other of pertinent information about particular situations that arose. They developed from partnership, to friendship, one aiding the other on various missions and assignments, to lovers. It was in 1976 when Grigory decided to leave his business and settle down and Helena was more than willing to settle with him. Using various false identifications to hide from their respective associations, they moved to the United States, eventually settling in Perdition, where Alexi was born.

Alexi's youth was of extreme difference to his peers. Being partially taught by his parents and by the public school system, his attitudes about the world often put him at odds with his peers and teachers. While other children were practicing mathematics, science, and geography, it wasn't uncommon to see little Alexi stripping an assault rifle, practicing throwing various bladed objects, or learning judo or jujitsu. School taught him there was a world outside his special home, and his parents taught him the tricks of their trade, so that one day, he would have all he needed to survive in a world his parents helped shape.

When Alexi was 12, he was pulled out of his school with no word from his parents. They drove far and fast, none of them saying a word, often switching cars every so often. Alexi had heard many stories about his parents' exploits, so such behavior from them, while startling the preteen, was not completely unnerving to the young lad. They slept outdoors and kept to the back roads, away from the public. After five days, Alexi's parents revealed why they were running from their home. Over the years, Grigory and Helena had developed a sort of notorious reputation and garnered a few enemies. A rouge group called The Deck was hunting down the Ustinov’s and Grigory knew enough about them to stay mobile.

It was on the seventh night when the agents of The Deck struck the Ustinov family. Hearing them coming, Helena made young Alexi hide as best he could until it was over. She didn't want him to have to see what she and her husband did for a living, not yet. Alexi ran from his parents and scrambled up a tree as he heard the agents drawing nearer. However, his childlike curiosity won over his desire to obey his parents, so every so quietly he moved from branch to branch, closer to the sounds of battle. When he neared enough to see, he saw five men by the firelight on the ground not moving as his parents fought against a lone man. Alexi watched in amazement as his parents and the man, armed only with a long staff, appeared to dance around each other, his father and mother wielding knives. He stared so intently and still, he did not notice the snake that had crawled over his hand. He jerked his hand away, causing Alexi to shake the branches he was standing on to make noise. His father turned his head to see if this was a new threat and the man's staff caught him on the right side of his face, leaving his back open. Alexi's mother, in a rage, buried her blade in the man's back, killing him almost instantly. This was the first time Alexi had seen another human being die at the hands of another person.

He climbed down from the tree as his father was picking himself up. He wrapped a bit of cloth around his head, as he was bleeding and could not see from his eye. Alexi saw the seen and it was at that moment he realized that his parents were killers when they had to be and that he was going to be just like them. But there was something about that lone man, wielding only the staff, which stuck in his mind. His parents watched as he retrieved the dead man's staff and hefted it, enjoying the weight in his young hand. Alexi felt the importance of this staff; it had blinded his once-invincible father. It was Alexi's duty to use this staff in retribution of what had happened. His mother led him away from the scene of the fight as his father knelt to the grisly deed of sending the staffman's hands to The Deck as a warning.

Until he turned 18, there was little incident or threat to the Ustinovs. Alexi's father, now blind in one eye, used his contacts to begin searching for other mercenaries, old and young, not only to train, but to find the headquarters of The Deck. His mother continued Alexi's training and oversaw his practice with the bow staff, which he had grown especially talented for. Upon his turning 18 and officially graduating high school, he told his parents his wish to make a living similar to how his parents had years ago, as a soldier of fortune. At first he thought his parents would rebel, but they smiled, saying they couldn't be prouder and he couldn't be more ready.

Using his father’s contacts at first, Alexi, under the name Red Dragon, found employment with rebel insurgents, riot gangs, and various other physically oriented groups. But he longed for what his parents had done; stealth missions, espionage, and all the intrigue that went into it. He began his reputation in stealth by working for small timers; people who stole money and goods for profit alone. Word spread in the underground that the Red Dragon was a force to be reckoned with. Slowly, more and more people of influence began contacting him, from different corners of the world. As if by destiny, Alexi's fate was changed in Morocco.

In 1999, he was commissioned to acquire the Kabyle Armlets of Leadership before the coronation ceremony of the new Moroccan king so that the rebel factions in Morocco could overthrow the monarchy. Alexi reached the building where the armlets were being held when he felt someone watching him. He turned swiftly to defend himself and saw a man, adorned with many throwing blades, standing there, watching him. Neither said anything, content to size the other up, though Alexi had doubts about his abilities against such a calm, yet intense looking opponent. When Alexi did not attack for several minutes, the man said one word, "Leave", and threw a card at him, which Alexi caught. One side had a hand holding a staff much like his own; the other side had the words 'Tonight, 7:00, The Train Station'. When Alexi looked up from the card, the man was gone.

He arrived early, to scope out the area, looking for any sign of the bladed man, or anyone like him. He decided to walk calmly through the station, hoping to find what he was looking for. At 7:00 by the station clock, all the trains slowed to a stop and all the noise that was in the station ceased suddenly. All the people turned to Alexi. He hadn't noticed before, but all were adorned with some kind of inconspicuous weapon, a whip for a belt here, a sword for a cane there. Alexi thought he might have made some mistake not fulfilling his contract. A blindfolded woman wielding two swords came forward with such sure steps it threw off Alexi's impression of her. She said they had been watching him for some time and wondered if he was ready. As he asked, "Ready for what?” the woman leapt into the air toward him, swords drawn. He brought his staff up and deflected her rain of blows as she continually drove him back. None of the surrounding people did anything, content to watch the event unfold. Eventually, the woman overcame Alexi, and she said, "Ready for the next card in The Deck?"

Over the next several years, Alexi learned the ways of the organization called The Deck, its hierarchy, its methods, everything. They taught him how better to use his staff and how to make proper use of the shadows to aid in his missions. Alexi began to grow further in his abilities, more so than he ever had in the past. During the years, he had be sent out on small missions to further hone himself in the real world, often with Two of Swords, the woman who had bested him at first. During the late summer of 2005, he had attained the rank of Three of Staves and was given a mission considered to be a high honor; he was instructed to take out the Dragon and the Deer.

These two were last spotted in New Jersey, living out their days in obscurity. He had no info to go on beyond the area and the pseudonyms of the targets. His instructions were to take out the two, as a personal favor to The Empress. Arriving in New Jersey under the cover of night, he made it to the beachfront home of the two targets. Slipping in quietly, he was startled to find that this home was very much like his boyhood home. Alexi was only slightly more surprised to find a blade at his neck and his mother to be holding it. She withdrew and stared at him and he at her, either not believing their eyes.

"This is a mistake," Alexi said, sensing his father behind him, "I led them right to you. You have to go, go right now. I will hold them off, but I won't have either of your deaths on my conscience. Please don't argue, just do this for your son. I will hold them off until you get clear. Go. Now."

Without a word, the Ustinov parents disappeared and Alexi prepared for the worst. He meditated while he waited from the inevitable arrival of his fellow agents. Two of Swords entered, along with Five of Cups and Three of Pentacles, along with about a dozen underlings. He looked to Two, as the only one he had grown close to and understanding of all the people from The Deck, and he had hoped she felt the same. Alexi explained the situation to those assembled, but Cups and Pentacles gave no ground or sympathy, while Two looked torn. Alexi apologized and leapt at Cups and Pentacles, knocking one out and the other down and laid into the underlings. As he spun, he saw Two squaring off with Pentacles, holding him back while Alexi took care of the underlings. As the last one fell, he turned to see Cups rolls a concussion grenade toward him. Alexi cried out as he ran to get out of the house as it exploded behind him. The explosion rocked him into the Atlantic, just as the cosmic wave hit the Earth.

Several days later, he awoke on the shore of Delaware, not remembering who he was, what had happened to him, or why he had two extra arms. Salvaging an old trench coat, he wandered into Dover to try and make sense of himself and the world around him. Passing an electronics store, he saw in the news that a cosmic wave of massive proportions had mutated part of the population of the whole planet and news was coming in nonstop about the changes to the people. He looked down at his new hands and realized much as the same had been done to him. A group of young military officers saw Alexi at the window and began chasing him down the street, calling him freak and other less pleasant names. He ducked down a shadowy alley and the group pursued, but for some reason could not find him. The group was brandishing crude weapons and Alexi knew he would have to try to defend himself some how so he leapt from the shadows and tackled one of the young men into the wall, but ended up on the catwalk above. Gratefully, the young man was out cold, though Alexi was thoroughly confused. Seeing such a display of power, the rest of the group ran out of the alley in terror.

Over the next several months, he stayed hidden on the banks of the Delaware, perfecting and understanding his new powers whilst hiding from a possibly hostile public. He began calling himself Penumbra after overhearing some students discussing a recent eclipse and after hearing the names of emerging heroes, he might as well have one too, just incase he became such a hero. One day, in his dreams came an image of a woman blindfolded, beckoning him west. Night after night Alexi had this dream, until he could stand it no more. He left the shore and trekked inland, westward where the woman of his dreams beckoned. Alexi was guided to BWI where an announcement for a man fitting his description was told to have a house call. The picked up the phone and a man told him to get to the Provident Saving Bank in Baltimore. In a deposit box was part of the answers to his missing past and the man hung up.

Penumbra sighed and said, "Well, let's see what they have for me at the bank…"


(see also penumbra.doc)

PL: 10 (150 pp)

ABILITIES: STR: 22 (+6) DEX: 18 (+4) CON: 16 (+3) INT: 10 (0) WIS: 16 (+3) CHA: 10 (0)

SKILLS: Acrobatics 4 (+8), Bluff 4 (+4), Climb (+6), Concentration 8 (+11), Escape Artist (+4), Intimidate 7 (+7), Arcane Lore 2 (+2), Theology and Philosophy 2 (+2), Notice 4 (+7), Search 4 (+4), Sense Motive 4 (+7), Stealth 4 (+8), Survival (+3), Swim (+6)

FEATS: Attack Focus (Melee) (3), Chokehold, Grappling Finesse, Dodge Focus (4), Equipment (2), Attack Specialization (1), Improved Grab, Improved Pin, Power Attack, Takedown Attack (1), Uncanny Dodge, Ambidexterity, Fearless


  • Four Arms (Additional Limbs 2)
    • Innate
  • Martial Artist (Alternate Power Array)
    • Four Fisted Punch (Strike 2)
      • Standard Action, Touch Range, Instant Duration
      • Flurry of blows (Autofire 1) (8)
      • Mighty
    • Double Bo Strike (Strike 2)
      • Standard Action, Touch Range, Instant Duration
      • Limited to when you have both Bo sticks (Limited)
      • Flurry of blows (Autofire 1) (8)
      • Mighty
      • Split Attack 1
  • Shadow Form 6
    • Free Action, Personal Range, Sustained Duration
    • Hardened shadow (Protection 4)
    • Hide in shadows (Concealment: Normal Vision 1)
      • Limited to only in shadows (Limited)
    • Silent in shadows (Concealment: Normal hearing 1)
      • Limited to only in shadows (Limited)
    • Darkvision 1
    • Immunity to suffocation 1
    • Shadowclimb (Wall Climbing 1)
      • Limited to only in shadows (Limited)
    • Move through shadows (Teleport 5)
      • Move Action, Personal Range, Instant Duration
      • Limited to only in shadows (Limited)
      • Limited to tactical teleporting only (Short range)
      • Shadowsense (Accurate)
      • Carry up to 500 lbs with you (Progression 2)
      • Change direction
    • Cloak of shadow (Obscure: Visual 5)
      • Standard Action, Range Increment 500', Sustained Duration


  • Leather Jacket (Protection 1)

COMBAT: Attack +7 Defense 22 (14 flat-footed) Init +4

SAVES: Toughness +8 (+8 flat-footed) Fortitude +6 Reflex +7 Will +10

Abilities 32 + Skills 11 (44 ranks) + Feats 19 + Powers 45 + Combat 30 + Saves 13 = 150 / 150

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