They thought Project Midnight was gone. They were dead wrong.

A year has passed since Drake Sinclair—AKA Phantom, the snarky, superpowered vigilante—defeated the psychopath Lucius Sykes and destroyed Project Midnight’s lab in his city.

But something remains.

Project Midnight is back with a vengeance. They’ve managed to replicate the serum that gave Drake his powers and are using it to create super soldiers more powerful than anything he’s ever faced. Soon, this will be one fight Phantom can’t win.

But he won’t be alone. He's found four other former test subjects just like him, powers and everything. If they can stop fighting long enough to work together, they might be able to stop Project Midnight once and for all.

But while they prepare, a nemesis watches from the shadows, waiting to join the fight…


The boy fled through the city streets, and the men dressed in black followed.

The bleeding hole in his chest left a steady trail of blood behind him. He clutched it, trying to staunch the flow. He could already feel the wound starting to close, but it wouldn’t be in time. The ones chasing him were close now. Very, very close.

He thought he’d lost them in the subway. Then again at the city park. But both times they’d come back, like a festering wound.

Like my chest, he thought darkly. They just don’t stop. Those men with the crescent moon stitched on their sleeves.

He fled through passages and under bridges, wended between vacant parking garages and apartment complexes. When he felt he was safe enough, he crouched behind a dumpster in an alleyway to catch his breath. That was how he knew these men were no joke. They’d stabbed him, yeah, that was one sign; but the real indication was he was out of breath. He’d never run out of breath before. Another perk of his ‘gifts’, he supposed.

His eyes drifted upwards to the crack of moonlit sky through the alleyway gap above, past fire escapes and window lips. He imagined seeing another figure dressed in black, a different figure, leaping between them. That was why he’d come all this way. Following the trail of another who had gifts like him.

Voices came from the darkened street. The boy pulled his grimy backpack, his sole possession, close to him. The fabric crumpled in the front, wrinkling the name Leon Smith written in scribbled kid-scratch with a long faded sharpie. Writing that name had felt like a lifetime ago. Someone else’s lifetime. At nineteen, Leon no longer saw the world through the eyes of an innocent child.

Gravel and broken glass crunched just behind him. “He’s gotta be here somewhere,” a man’s gruff voice said.

Leon stiffened against the cold metal of the dumpster. They were at the other end of the alleyway. There was a tinny bang as someone kicked over a trashcan. It was loud enough to wake anyone nearby. Leon suspected the men didn’t care. They hadn’t cared when they had tried to grab him off the park bench he’d been sleeping on. Laws, it seemed, didn’t apply to them.

“He’s around here,” the other man said. “Homeless brat couldn’t have gone far.”

“Let’s just drop him and find another. Not like there aren’t plenty. Team two probably snagged a couple already.”

Leon let out a silent sigh of relief and sagged farther against the dumpster, willing his body to curl up smaller. They didn’t want him for his gifts. At least there was that glimmer of relief. They just thought he was a normal homeless guy.

But still…who was kidnapping homeless people? And why?

Boot steps and the squish of rotten garbage filled his ears. The two men passed within a hair’s breath of him, going towards the open, vacant street.

Keep walking, Leon thought to their backs. That’s right, just keep

The one on the left turned as if he could hear Leon’s thoughts. His eyes narrowed on the darkness of the dumpster’s shadow. He broke into a wide grin.

“Hello there, boy.”

Leon sprang up as the men lunged for him. He heard an electric buzz and a prickling hot sensation as one of the men swung at his head. Some kind of paralyzing rod. One touch from that and Leon knew he’d be a twitching mess on the ground. But if he used his gifts, then they’d for sure never stop chasing him.

But he couldn’t dodge fast enough. Right after he evaded the first man the second slugged him in the gut. If Leon had allowed himself to let loose, to show what he could really do, the man would be holding his hand, screaming.

The first man clipped him in the jaw. Leon grunted and stumbled back into the street. He turned to run but a large arm wrapped around his throat and pulled him back into the alleyway. He tried to punch and kick but one of the men jabbed him with that shock rod and his right arm went completely numb.

“That’ll teach you to run from us,” one man said, the silver moon on his sleeve flashing in the light every time he raised his arm to punch. “I’ll make sure they hurt you extra good when we bring you in.”

Leon couldn’t get away. Couldn’t do anything. Not unless he wanted to reveal his secret. But he had sworn he wouldn’t. Not to just anyone. No one at all, except one.

That’d been the whole reason he’d come to this stupid city. Him. He’d heard he was in the area. He was just like Leon. There was no other way to explain how he did what he did.

He didn’t hide his gifts. He used them to do good things. To help people, and nobody bothered him.

Mind made up, Leon sucked in as big a breath as his sliced stomach would allow. He drew his mind inward and tried to block out the rain of punches on him. And then he willed his body to grow stronger.

His bones stiffened like steel rods. His muscles hardened like concrete. The pain from the punches all but went away.

The men hitting him suddenly screamed, clutching their now broken knuckles.

“—the heck! Like punching a wall—!”

But Leon had already let out his breath, letting his muscles and bones sink back to normal, letting the pain return. While the men were cursing at him he forced himself up and broke past them into the street, taking a left at the next vacant four-way light.

He didn’t have time to look back to see if the men were following him again. Out of the corner of his eye, more of them were converging from the right.

They meant to trap him like an animal.

Where was he? That was the whole reason Leon had stopped in Raleigh, North Carolina. He’d been on his way to Queensbury. The stories of him coming out of there, the news reports, the events of the last year; they were all but impossible. Too impossible. Leon had seen the last story about the explosion of a secret research facility. About the vigilante patrolling Queensbury’s streets.

 He still remembered the cold rain falling on his head as he’d stood on the sidewalk staring through the glass at a little pawn shop display TV. He remembered realizing that maybe, just maybe, he wasn’t as alone as he’d thought.

Now, it seemed like he was nowhere to be found. So much for dragging himself across half the country.

The back door to a gymnasium was coming up. Men dressed in black at his back and on his right. Three more had just appeared at the intersection up ahead and locked their sights onto him.

Crap. He was so screwed now. The two goons must have radioed about what he’d done. They knew now he wasn’t normal. They’d do anything to find out why.

Leon reached the gym door and tried the handle. Locked. He forced himself to take a deep breath and consciously harden his right hand. The bones and muscles tensed. Any sensation of pain or feeling went away. Before he could think too much about it, he slammed his hand through the door handle and tore inside.

There was fifty feet of gym floor between him and the freedom of a vacant school.

Leon didn’t make it ten before he was tackled from behind.

He hardened his body a second before slamming into the ground. The floor splintered and cracked. Leon eventually rolled to a stop.

“Game over, punk,” the man said, picking himself up and backing away, a shock rod raised in his hand.

Leon stood. Men dressed in black surrounded him. The man holding the shock rod laughed.

“You’re another one of them, aren’t you?”

Leon pushed his backpack behind him and circled to face each one. They all had hungry looks in their eyes. Like hyenas about to pounce on their prey.

“I’m not one of anything.”

“’Bout broke our hands,” one man from the alleyway said, holding out his wrist. “We were hitting him and then bam! Was like punching metal.”

The man with the shock rod grinned.

“Great. Carlyle’s going to love this. Promotions all around, I’d say. Let’s bag him.”

More shock rods appeared. Leon braced himself. He couldn’t outrun them, couldn’t outfight them. Sure, he could harden his body again, but that would just delay the inevitable. He couldn’t do that forever. Probably not even for five minutes.

A man on his right rushed him and Leon stepped back, trying to punch him in the side. No sooner had he missed than another one socked him good across the mouth, throwing him back. Leon tried to focus enough to protect himself, but all he could think was, “I’m going to die. This is it. I’m dead.”

Another blow to the face. Then a kick to the ribs. Any second now and he’d be overwhelmed and it’d be over.

Then one of the men screamed. Everybody froze. If Leon hadn’t been in so much pain, he would have thought it was comical.

All eyes flicked to outside the group of men.

The man who had been giving orders before was now fifty feet across the gym, crumpled against the wall. Another figure in black stood where he had been. But this new figure didn’t have a silver moon on his sleeve.

It was him.

The men apparently knew it too. They immediately backed off Leon and circled him. The figure didn’t mind. In fact, that seemed to be what he wanted.

Another one of the men wiped his forehead. “The man who takes him down gets double—no, triple—pay for the month.”

There were no grunts of agreement at this. No one moved forward. Leon realized they were nervous. He couldn’t blame them. He’d be nervous too if he was facing him.

When nobody moved for a few seconds, the figure in the center turned to the man who had spoken.

“And do I get anything if I beat you? Seems only fair.”

The man growled. Leon swore the figure grinned from beneath his deep hood. He delicately extended a hand, palm up. “I guess the guy’s got to make the first move. May I have this dance?”

“Kill him!” the man barked.

Before he had even finished pointing, the figure had moved.

Leon had seen fast before. He’d watched Olympic sprinters back when he’d had reliable access to television. Even since he’d found out about him he’d been frustrated at the lack of any decent video footage of him. It’d been like the cameramen couldn’t get a clear image no matter how close he was.

Now Leon knew why.

The figure moved inhumanly quick. Not quite a blur, but close enough. One second he had been holding his arm out towards the yelling man, the next he had delivered a sharp chop to the man’s throat. Before the man could even properly choke he was hurled away. The electrified baton he’d been holding hovered where he’d been for a fraction of a second. The figure caught it. “Okay,” he looked around, “you guys have to admit that was pretty cool.”

“Yaaah!” A brave agent made a lone charge. There was the glint of a knife in the faint light. But as it came down the figure held up his arm and blocked it with the blade of his arm. The knife shattered.

His costume, Leon thought. Must be modified. Not that he needed it.

There was barely any sound in the gym as the figure moved from one man to the next, dodging, blocking, blitzing, attacking, his face impossible to see beneath the deep maw of his hood.

 Leon thought he saw him use something like Kung Fu—no, Jiu-jitsu—or was that Taekwondo? There seemed to be no particular style to his fighting. Or maybe it was an entirely different technique unto itself. He was making such quick work of them that Leon let himself relax. The weeks of worry, of being on the run, were rapidly draining out of him.

Then an arm came from behind and wrapped around his windpipe. There was the hard press of a gun in the small of his back.

“Back away with me slowly,” the man said, keeping his eyes on the fight still in progress.

Leon wanted to resist, but he wasn’t sure if he could harden his body before the man shot. He didn’t even know if it would stop a bullet. That hadn’t exactly been his top priority to test.

The man led Leon towards the gym entrance they had come in.  “Crap!” the man hissed as the fight was finishing. “Hurry it up!”

Leon dropped his eyes for a fraction of a second to adjust his footing. When he looked up again, the figure was gone, leaving a spread out assortment of unconscious men where he’d been.

The man stopped dragging Leon. He pressed the gun harder into Leon’s back. He was shaking. “Where is he? I can’t see him! Where’d he go?”

“Why are you asking me?” Leon said.

Leon felt the cool stirring of air on the back of his neck a second before he heard the man’s screams. The pressure of the gun left his back. There was the sharp snap of fingers breaking as the figure tore the gun from the man’s hand and kicked him across the floor.

“About time they pulled out the guns,” the figure said, glancing down at it and tossing it aside. “I wondered why they thought going hand to hand with me was a good idea.”

He stepped around to Leon’s front. Up close, he looked even bigger. Easily six two, with broad shoulders, though maybe that was just the costume. Not that it mattered. The guy could have been four eight and Leon still would have found him imposing. Beneath his hood was the faintest wisp of curly brown hair, and a wry smile. For some reason, that smile reassured him, though Leon didn’t know why. The guy had just beat up a group of trained…well, trained someones, as easily as if they were immobile punching dummies. He was fast. He was skilled. He was dangerous.

And he was just the man Leon wanted to see.

“It’s about time,” Leon said, wiping the blood dribbling down his lip when he cracked a smile. “I finally found you, Phantom.”