Members of the All Southern Squadron along with Hellion from the Crime Syndicate also converge on the outskirts of the sleepy town of Cooter's Crossing.
Immediately, Flea sprung into action using his bouncing speed to get to what turned out to be a crashed alien craft first. He quickly grabbed an important looking object, and dashed back. Meanwhile A.J.A.X. took to the air for the Guardians, hoping to reign missiles and laser down from above.
The Super Villains made the most of the woods to approach cautiously.
Whistlin' Dixie from the All Southern Squadron moved up to loot the ship, but it was immediately apparent her skills were needed for battle. One blast of her sonic whistle nearly destroyed Goldar.
This attack was quickly followed up by Johnny Reb who not only beat Flea within an inch of his life, but moved on to pummel the Cyclops and the Crimson Cowl.
Flea was conscious enough to get the tech off the battlefield and went back for more (Brave fellow). He was attacked by Texas Twister.
As night fell, the Guardians retreated with the alien tech but left the Villains in control of the battlefield and with it the alien ship.
Later, at the Guardian's Citadel, the tech was examined. It was a version of an alien "blackbox". The ship had been sent to warn Earth of it's impending attack by an alien overlord known only as the Despot!