The year is 2017. The place is Mars. Phobos, a dark rock which orbits the planet, serves as a prison for the most ruthless criminals known to man. Asante Habascar, aka Crude, faced a life sentence for the violent murders commited by his terrorist group, the Cynics, when he recently escaped. Now, the Phantom Guard, military's best, selected to neutralize the growing crime element on Mars, have their first assignment.

Years ago, Martian Meteorite #84001 crashed to Earth containing micro-organisms which supported the theory that the crimson planet may have at one point in time sustained intelligent life. However, organisms were not the only find the meteorite possessed. Inside the rock were large deposits of an alien mineral that would change the ecomonic structure of the world... the metal Zerium.

The technology gained from Zerium's endurance to heat and pressure made it possible to begin colonization on Mars. By 2008, Corporations established competing space capabilities against NASA and upstarted mining without U.S. supervision... and with this, the "Zerium Rush" officially began.

Due to th lack of acceptanceof SPBs (Super Powered Beings) in the populace, an increased migrationof the altered humans flocked to Mars with hopes of a new beginning. Unfortunately, not all of the SPBs offenders journeyed to Mars and sought quick profit within the black market, distributing designer drugs and illegal arms.

Consequently, MDI (MarsDefense Initiative) is fighting a losing battle against SPB outlaws and the criminal element as a whole. The corporate wars have become an uncontrollable fire sweeping across the planet for the control and distribution of the Martian mineral Zerium. Due to the current crisis, C.C. (Cosmic Clearance) has decided to reactivate its most successful task force program, ShadowOPS. A new team has been proposed that will hopefully give C.C. the edge they need. The military elite chosen for this operation is called The Phantom Guard.

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