Real Name: AIM agent MST-3K

Identity/Class: Artificial lifeform (adaptoid)

Occupation: Operative of AIM, posed as laboratory assistant

Affiliations: AIM (creators and masters)

Enemies: Enclave (Morlak, Shinski, and Zota), Kismet

Known Relatives: All other Adaptoids (similar models)

Aliases: Frank

Base of Operations: The Enclave's base in the American Midwest;
    formerly AIM HQ (presumably Boca Caliente)

Appearances: Quasar#57 (April, 1994)

Powers: As an Adaptoid, "Frank" was an android able to alter its form at will, such as to form an energy blaster on the end of its arm. It could duplicate the form and/or abilities of any being within its vicinity. It also could rapidly recover from seemingly fatal injuries, such as a hole blown through its chest.

After adapting the powers of Kismet, Paragon had comparable powers to both Her and Him (Adam Warlock after he was first formed). It possessed superhuman strength (@ Class 75), durability, speed, stamina, etc. It could tap, store, and manipulate cosmic energy for a variety of effects, including flight and projection of concussive force bolts. It presumably could rearrange molecular structures as well, although this was not documented.




History: The Enclave, creators of Him (Adam Warlock) and Her (Kismet), former would-be world conquerors, were growing older. When the senior member, Wladyslav Shinski suffered his first stroke, they abandoned their previous plans and dedicated their efforts to helping him recover. Lacking their previous funding, they turned to the organization AIM to help them recapture one of their previous creations, in order to use one of their regeneration cocoons to resuscitate him. AIM supplied them with the means to repair their Transfer Grid, create Refraction suits to disguise their identities, and supplied them with a lab assistant, Frank. Aim did this in exchange for the Enclave turning over their captured creation after they were done with it. Unbeknownst to the Enclave, Frank was no mere human assistant, but one of AIM's adaptoids, capable of interfering with the Enclave's plans should they turn against AIM.

When Her was inadvertently severely injured by Kayla Ballantine, infused with the Starbrand power, she retreated into a cocoon to regenerate, which was then taken by Quasar to Project: Pegasus for safekeeping. Seizing the opportunity, Morlak and "Frank" used their Transfer Grid to enter the Project and abduct the cocoon containing Her. They cut it open with a laser, removed Her, and placed Shinsky into it. Shinsky showed instant improvement and showed his appreciation to his "daughter", Her. Morlak and Zota, however, came upon the idea of using DNA of Her to gain vast power themselves, and restore their youth. Her, believing they wanted her DNA to accelerate Shinsky's recovery, allowed them to take her sample. However, "Frank," having overheard Morlak and Zota plotting, revealed his true nature, stopping the injection. "Frank" then blasted Morlak and Zota, but was stopped by Her, now in the form of Kismet.

"Frank," however, was then able to adapt her powers, transforming himself into a duplicate of her original form, as Paragon . Kismet weakened from her premature removal from the cocoon was overpowered by Paragon after a brief battle. Before Paragon could destroy her, Shinsky blasted Paragon with a weapon that dissolved its form, destroying it. Having had the experiences of both of their creations turning against them in the past, Morlak and Zota had created a failsafe genetic virus designed to attack and destroy the DNA structure of their creations. By replicating Kismet's DNA structure, Paragon made himself vulnerable to it. Shinsky convinced Kismet to help Morlak and Zota and she created cocoons to heal each of them.


Comments: Created by Mark Gruenwald, Peter Sanderson, and John Heebink.

Paragon's name MST-3K is a clear reference/homage to Mystery Science Theatre 3000, that hilarious, oddball, cult-following show in which they voice over lame old sci-fi movies.

Clarifications: Paragon was the original form taken by the entity that would become Her, Kismet, etc. @ Hulk Annual#6. Its form was identical to that later taken by Frank/Paragon. It wasn't until its incubation and reformation that "Her" took the feminine form it currently uses.

Last updated: 02/16/14

Any Additions/Corrections? please let me know.

Non-Marvel Copyright info
All other characters mentioned or pictured are ™  and © 1941-2099 Marvel Characters, Inc. All Rights Reserved. If you like this stuff, you should check out the real thing!
Please visit The Marvel Official Site at:

Back to Characters