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Baron Zemo the Twelfth

Real Name: Baron Heinrich Zemo

Occupation: Scientist, special operative for German Intelligence during World War 2, Later would-be conqueror.

Identity: Publicly Known.

Legal Status: Citizen of Germany, later citizen of an unidentified South American nation wanted throughout most of the world for war crimes.

Former aliases: none known.

Place of Birth: Castle Zemo, Germany.

Place of Death: Unidentified location in South America.

Marital Status: Widower

Known Relatives: Hilda Zemo (wife, deceased.), Baron Helmut Zemo (son, deceased.)

Group Affiliation: Former member of the National Socialist (Nazi) Party, later founder and leader of the Masters of Evil.

Base of Operations: Germany, later a hidden base located in the South American Jungle.

History:

Baron Heinrich Zemo was the twelfth Baron of the Zemo family lineage. Heinrich was one of the most brilliant scientists of Nazi Germany, surpassed only by Arnim Zola. Zemo joined the National Socialist Party (Nazi party) early in it's existence, and soon after Adolph Hitler took power, offered his services to the government as a designer of new weapons for the military and for the intelligence services.

Zemo's most notorious early success in this area was the invention of his "death ray" gun, which could disintegrate its targets completely. The "Death Ray" was in fact a high-powered laser beam, which Zemo had discovered how to create decades before scientists would recreate the process. Sergeant Nick Fury and his Howling Commandos invaded Zemo's Castle in order to destroy the only working model of the Death Ray Gun in existence. Rather than let his work get captured by the Allies after his escape, Zemo set off explosives that were inside his castle while escaping the commandos, destroying his castle and the Death Ray.

American and British newspapers had widely publicized Zemo's Death Ray and portrayed Zemo himself as a satanic figure; As a result, Zemo became one of the men most sought by Allied Agents within Germany for capture or assassination. For reasons that have yet to be revealed, even the German people despised Zemo and sought to have him killed or handed over to the Allies as well.

Aware that he had become a target for attacks, and shaken by the invasion of his own castle, Zemo went into hiding taking along his wife Hilda and their son Helmut. Zemo became so paranoid; that he took to wearing a reddish-purple hood to conceal his identity as he worked in the secret laboratories he had built and equipped with funds from a grateful Adolph Hitler.

Baron Zemo's major project at this time was now the development of the so-called "Adhesive X", An adhesive so strong, that once applied it would molecularly bond to what it was applied to and it could not be removed by any means known to science. The glue acted much like modern Super-Glue, but hundreds of times stronger. Adhesive X had tremendous military potential. For example, enough of it dropped from planes could entrap a small army.

Wearing his hood, Zemo was working in his laboratories when Captain America broke into it. To prevent Zemo from turning over what was then his sole supply of Adhesive X to the Nazi Government, Captain America hurled his shield at the vat behind Zemo that contained the Adhesive X, shattering it, and completely drenching Zemo's head and uniform.

] Zemo managed to escape and get out of his uniform before the Adhesive X had hardened, but not before his hood had become permanently bonded to his head. Zemo could see through the hood's eyeholes, it was thin enough that he could still hear perfectly, and

athough the hood had no holes for the mouth or nose, Zemo could still breath and speak through the hood's porous material. However, Zemo could no longer eat or drink through normal means, and for the rest of his life, Zemo had to take nourishment intravenously.

The sheer shock of realizing what had happened to him had wrought a violent change in Zemo's personality. Although he remained as brilliant as ever, he was now driven by a pathological hatred of Captain America, the Allies and even mankind itself. Zemo even began to take out his anger out on his wife and son.

Zemo's rage and hatred drove him to make radical new discoveries in the next few years. In collaboration with Arnim Zola, Zemo created powerful androids which could be shrunk down to a small enough size, that they would fit in a box he could carry under one arm, and then enlarge them again to their full height of ten feet. It is now believed that Baron Heinrich Zemo had pioneered the use and application of Pym Particles to accomplish the androids size-changing abilities, making him and not Doctor Henry Pym the first man to discover these subatomic particles and use their size-changing properties.

Zemo also recreated his Death Ray Gun, but now on a much smaller scale so that it could be wielded as a hand-held pistol and devised small rocket-powered aircraft that could be considered cruder versions of today's modern rocket engines.

After some time, Zemo no longer confined himself to scientific research and with Hitler's permission, Zemo led many successful missions of sabotage and terror against the allies himself, even killing the freedom fighter known as Citizen V with his bare hands. Soon Zemo became the only rival to the Red Skull himself in such activities, and therefore, there was an ever-present tension between the two.

This tension built to a climax as World War 2 drew to a close in Europe in 1945. The Russians were marching towards Germany and both the Red Skull and Zemo knew that Nazi Germany's defeat was imminent. Captain America and his young partner Bucky had been assigned to guard Allied supplied bases in Britain against last ditch efforts at sabotage by Nazi Agents. The Red Skull was enraged by his repeated defeats by Captain America and was determined that if the Third Reich must fall, then Captain America must die as well.

As the second most powerful man in the Third Reich, the Red Skull ordered Baron Zemo to go to London under the pretense of stealing an experimental drone plan from the Allies. The plane, of course, would be useless to the Third Reich at this late point in the war. However, the Red Skull would see that word was leaked to Captain America about Zemo would try to steal the plane. The Red Skull ordered Baron Zemo to kill Captain America and Bucky when they tried to stop his theft of the plane.

The Red Skull reasoned that if Baron Zemo accomplished his task, his most hated enemy Captain America would be dead and if Baron Zemo failed and was captured, he would be rid of his oldest and greatest rival. So no matter what happened, the Red Skull would be rid of one of his enemies and therefor win. Zemo had guessed the Red Skull's motive in selecting him for the mission, but welcomed this as an opportunity to not only kill Captain America, but also as a means to escape Germany before it fell to the Allies.

After disposing of Captain America, Zemo planned to fly to South America, where he had sent most of his wealth and scientific equipment. As Baron Zemo made his preparations to leave for Britain, the Allies had secretly airlifted Captain America to Berlin, where he had his final wartime battle with the Red Skull, and then was secretly flown back to England.

Upon landing in London, Captain America learned that Baron Zemo would attempt to steal the drone plan and arrived at the scene of the theft mere moments after Zemo did. One of Zemo's androids knocked out Bucky, and Zemo blasted Captain America with a beam from his stun gun. He then dressed his unconscious foes in American Army uniforms over their costumes and had his androids lash them to the drone plane, where they would die in the unprotected flight to Berlin.

Decades later, Captain America and his fellow Avengers Hawkeye, Goliath and the Black Panther, used a time machine invented by Doctor Doom to travel back in time in intangible form to this very day of Zemo's attempt on the drone plane to watch what had transpired on that fateful day.

Due to outside influences, the Avengers materialized in physical form. Zemo was astounded to be confronted by "another" Captain America and theorized that there must be more than one. Captain America's future self and his fellow Avengers battled Zemo and his androids, but soon began to fading once more into invisibility and intangibility. But before Captain America's future self faded completely, he hurled his shield so as to sever the bonds of the 1945 Captain America and Bucky. The 1945 Captain America awoke in time to see the shield, but he did not see his future self before it faded away completely and returning to his own time.

Baron Zemo, having discovered that the drone plane had been booby-trapped while examining it,

then launched the plane pretending that the Third Reich must have it. Captain America and Bucky raced after the drone plane one a motorcycle and leapt toward it as it reached the end of the cliff-side runway. Captain America fell short and could not reach the plane, but Bucky managed to grab on to the drone plane and hang on. As he fell towards the icy sea below, Captain America screamed for Bucky to leap from the plane because it might have been booby-trapped. Seconds after Bucky spotted the bomb on the drone plane; it detonated killing him in the ensuing explosion.

Captain America plunged into the frigid waters of the Atlantic ocean, and because of the experimental "Super Soldier" serum in his body, Captain America was sent into a state of suspended animation as his body's temperature dropped to zero, thus saving his life. Captain America remained in this state for decades until he was found by the then newly formed team of adventurers called the Avengers and revived in modern times.

After the destruction of the plane, Zemo apparently found or recovered the dead body of Bucky and took the young hero's costume as a trophy he would later put on display in his private study. Zemo then flew to an undisclosed location in South American Jungle where he spent the following decades in hiding while his wife and son remained in Germany.

Baron Zemo was certain that he had killed the Captain America who had always fought him in the past and was undisturbed by reports about other Captain America's throughout the following years since they were mere replacements of the original. Zemo spent these following decades working on his means for conquering the world: A gigantic satellite bearing a series of mirrors with which he could convert solar energy into a "death ray" capable of wiping out entire cities.

It was also during these ensuing years that Zemo used a serum believed to be provided by Arnim Zola simply called Compound X. Bathing in it regularly, Baron Zemo kept himself young, strong and vital throughout the long decades. It was also during this time that Baron Zemo developed the process of imbuing a human being with ionic energy and granting that person super human powers. It is assumed that Zemo had not totally perfected this process since he never used it upon himself.

Sometime during this time period, Hilda Zemo passed away in Germany and Baron Heinrich Zemo sent for his now adult son Helmut to have him join Zemo in his South American hideout. Helmut agreed and visited his father. Baron Zemo then told Helmut that he, like Zemo was meant to be a leader of men and not a follower and that he should learn "what it truly means to be a Zemo". In a confused state after the death of his mother and the sudden reappearance of his father in his life, Helmut was reluctant to accept this until he witnessed his father lead his

mercenary guards to victory against the local tribesmen uprising. Inspired by this, Helmut accepted his father's offer to teach him all he knew.

Sometime later, after decades of believing him to be dead, Baron Zemo was shocked to learn that the original Captain America had survived their last encounter and was now a member of the Avengers. Zemo had realized this was the true Captain America from when he had told reporters during a press conference. Enraged by the return of his most hated enemy, Baron Zemo's pathological hatred of the Captain returned full force and he again vowed to kill Captain America. (Note: It is presumed that Helmut Zemo was no longer living at his father's South American base and had since returned to Germany.) To this end, Baron Zemo recruited the criminal Black Knight, the Melter and the Radioactive Man who together became known as the Masters Of Evil, to kill Captain America's new partners in the Avengers so that they could not protect him from Zemo's vengeance. The Masters of Evil failed, as did Zemo in his effort to kill his revived foe.

After escaping the Avengers, Zemo next recruited the Asgardian outlaws Amora the Enchantress and Skurge the Executioner. Zemo then had them recruit failed businessman Simon Williams, whom Zemo transformed into the superhumanly strong ionic being known as Wonder Man. Zemo then had Wonder Man infiltrate the Avengers and lure the team into a trap he had set. Despite having a more powerful Masters of Evil and a better plan of attack, Zemo met with failure when Wonder Man decided to help the Avengers defeat the Masters Of Evil and thwart Zemo's plan.

Zemo managed to escape capture yet again. and shortly afterwards, Baron Zemo entered into an alliance with time manipulating Immortus to fight the Avengers, but again, despite having a powerful ally, Zemo met with defeat and escaped.

Finally, in an all-out effort, Zemo had Captain America's friend Rick Jones captured and brought to his South American base, while he had the criminal Black Knight, the Melter, Amora the Enchantress, and Skurge the Executioner launch a full-scale attack on the Avengers. Captain America flew to Baron Zemo's base and rescued Rick Jones. Baron Zemo then led an army of his mercenaries in a charge against Captain America, who used his shield to create a landslide that separated himself and Zemo from the rest of Zemo's army. Zemo aimed his death ray pistol at Captain America, who used his shield to reflect the strong sunlight into Zemo's eyes, temporarily blinding him with the glare. Zemo in a panic began firing wildly which caused

another landslide, which crushed him and killed him almost instantly. With the death of Bucky finally avenged, Captain America somberly buried Baron Zemo himself near where the Baron had been crushed to death. Meanwhile, back in New York City, the Masters of Evil were defeated by the Avengers and jailed.

After Baron Zemo's death, his personal pilot impersonated him and put into execution the Zemo's scheme to blackmail the world into submission through the orbiting satellite Zemo had designed and built during his years in hiding. Captain America, the Black Panther and S.H.I.E.L.D. Agent Sharon Carter quickly thwarted this scheme. The unnamed pilot was then killed by his own men shortly after Captain America unmasked him in front of them.

Sometime afterwards, Baron Zemo appeared as a member of the first Legion of the Unliving. The first Legion was a team of mostly superhuman combatants, including Wonder Man, who had been transported from past time periods by Kang the Conqueror and brought to Immortus' dimension of Limbo to battle the Avengers.

While the other members of the Legion fought the Avengers on Kang's behalf, Zemo guarded the captured Immortus and Rama-Tut. Immortus talked to Baron Zemo, and convinced him that he could go back in time and prevent Zemo from ever having his mask stuck to his head by Adhesive X. Zemo, believing Immortus and eager to be free of his mask, freed the time master. Once free, Immortus used his powers to age Zemo into a pile of dust within seconds, thus killing him again. The Avengers then defeated the rest of the Legion and Kang.

After his death, Heinrich Zemo's title and wealth were transferred to his son Helmut, who became the Thirteenth Baron of Zemo. Eventually learning the circumstances of his father's death, Helmut became enraged and blamed Captain America for the death of his father and sought vengeance against him in the guise of the Phoenix

As the Phoenix, Helmut Zemo captured Captain America and his then partner the Falcon and chained them above a boiling vat of Adhesive X. Escaping, Captain America grappled with Zemo and accidentally caused him to topple into the boiling vat of Adhesive X. Captain America and the Falcon left, believing Zemo to be dead.

Unknown to them, Helmut Zemo had, in fact, survived by escaping through the drainage pipe at the bottom of the vat. And because his costume had been treated with a chemical developed by the criminal Trapster years earlier, Zemo would not suffer the same fate of having his costume permanently stuck to his body. Unfortunately, Zemo had unmasked before the struggle that toppled him into the vat, and the passage through the boiling liquid left its mark. Helmut Zemo's face was now severely and permanently disfigured and scarred, resembling melted wax. Because of this, Zemo now wore a modified version of his late father's mask and costume.

Zemo tried repeatedly after this to gain revenge on Captain America and eventually led a new incarnation of the Masters of Evil against Captain America and the Avengers, capturing them and taking over Avengers Mansion. Zemo was eventually defeated after a confrontation with Captain America caused him to fall from the roof of the mansion and break his neck.

Severely injured, Baron Zemo lie low for months developing a plan that would not only get revenge on Captain America, but would also revive his long-dead father from death. Baron Helmut Zemo hired the mercenary team of Batroc, Zaran and Machete, also know as Batroc's Brigade to steal the skeleton of Ulysses Bloodstone from the American Museum of Natural History in New York City.

The Baron, with the help of the mysterious psychic detective Tristram Micawber, hoped to use the skeleton to locate the pieces of the ancient and powerful crimson jewel known as the Hellfire Helix. Since Bloodstone had a piece of it lodged in his chest for centuries, making him an immortal until it was removed, his skeleton was sensitive to the other fragments of the Hellfire Helix. Zemo hoped to find the other pieces, and reform the Hellfire Helix and attach it to his father, thus reviving him from death and making him almost a god.

Thanks to the criminal thief Diamondback, Captain America found out about the Baron's Bloodstone Hunt and the two followed Zemo around the world sometimes getting the missing pieces of the Hellfire Helix and sometime not. The Bloodstone hunt, as it was later called, came to a climax in Japan.

Possessing two pieces of the Hellfire Helix and Zemo having three, Captain America confronted Batroc and his brigade outside of the building where they had stolen the last piece to the gem. He then told them that the Baron would have to negotiate with him for his pieces. Having no other options, Batroc contacted Zemo, who agreed to meet with the captain atop an inactive volcano in Tokyo, Japan.

Captain America tried to find out what Zemo had planned for the gem fragments, but Zemo told him it was none of his business. He also told Captain America that if he did not hand over his fragments, he would detonate explosives he had planted in downtown Tokyo, destroying an entire city block and killing thousands.

While Zemo was awaiting the Captain's answer, Diamondback had stowed away on Zemo's ship and was searching for his pieces of the Hellfire Helix; she found a casket containing Baron Heinrich Zemo's body. Before she could continue her search, Diamondback was confronted by Crossbones, a henchman of the Red Skull who had been following both teams on his employers behalf in order to steal the gems after they had all been found.

Crossbones, who had already stolen the gems from Captain America's Quinjet and was now planning on stealing the Baron's when the gems suddenly flew from his hand and joined with the other fragments. Now whole again, the Hellfire Helix attached itself to the dead Zemo's brow and animated the corpse.

Bursting forth from the fuselage of Helmut's craft, Baron Heinrich Zemo's body was now possessed by the Hellfire Helix's own sentient conscious. The Hellfire Helix was still infuriated at having been broken into fragments by Ulysses Bloodstone those many centuries ago and was now lashing out at the humans and the environment surrounding him causing lava to flow from the cracks and fissures it was making in the volcano's crust.

Helmut Zemo believed that the process of being brought back to life had made his father confused and tried to reason with him and refused to see that this was not his father reborn. Annoyed, the Hellfire Helix/Zemo entity lifted Helmut off the ground and was going to suck his mental energy out. Helmut began to scream at Captain America blaming him for everything that had gone wrong with his father's resurrection and began shooting at him while he tried to help free Zemo of the creature's grasp.

Knowing that he must destroy the Hellfire Helix again, Captain America let the creature capture him in one of its energy tendrils and lift him up to a better vantagepoint. Simultaneously, Crossbones had aimed a crossbow at the creature from a hidden vantagepoint and fired a crossbow bolt just as Captain America threw his shield. Both weapons impacted against the Hellfire Helix, shattering it causing a massive amount of energy to explode out of the gem, blowing apart Heinrich Zemo's head and cause the volcano to crack open where his shattered form fell into oblivion.

Height: 5' 9"

Weight: 180 lb.

Eyes: Blue

Hair: Gray-black.

Strength Level: In his prime Baron Heinrich Zemo possessed the normal human strength of a man of his age, height and build who engaged in moderate regular exercise. It is believed that Arnim Zola provided him with the serum called Compound X that enabled him to retain much of his strength and physical vitality into his old age. The serum apparently also retarded the aging process, keeping his body younger and fitter looking than a man of his age would have had.

During his body's possession by the Hellfire Helix, Zemo could have presumably lifted (pressed) about 25 tons

Known superhuman powers: Throughout the course of his natural life, Baron Heinrich Zemo possessed no super human powers. After his dead body was infused with the mystical energies of the Hellfire Helix, Zemo would

presumably have had the same powers it bestowed upon Ulysses Bloodstone only five times more than Bloodstone himself. Since Bloodstone only possessed a fragment rather than the entire gem as Zemo's corpse had been animated with, Zemo would therefore be more powerful.

Besides superhuman strength, the Hellfire Helix fragment enabled Bloodstone to recover from virtually any form of injury up to and including the dispersion of a large portion of his bodily molecules. The period of regeneration would depend upon the severity of the injury.

Presumably, Baron Zemo's reflexes and five senses would have been heightened to a functional level of about 5.25 percent faster than an Olympic athlete would.

Presumably Baron Zemo would have possessed an invisible "third eye" on his forehead that would grant him a number of extrasensory perceptions. These powers would include the ability to see human auras, thus permitting him to see people in the dark, and the mental ability to travel to one of the many astral planes of existence.

The Hellfire Helix could psychically absorb the mental energies of a human being to feed itself while simultaneously destroying its victim's bodies.

Note: It is unknown how many of these physical powers could be applied to Baron Zemo's body while it was possessed by the Hellfire Helix. Since most, if not all of the organic and muscle tissue had long since rotted away leaving only the Baron's skeletal remains behind in his costume many of the physical powers may not apply.

Abilities: Baron Heinrich Zemo was a brilliant scientific genius who made great advances in the fields of laser technology, the development of adhesives, genetic manipulation, the applications of ionic energy, pioneering the discovery and use of Pym Particles and the creation of advanced androids and robotics.

During his decades in South America, Baron Zemo trained himself in the methods of unarmed combat, including Karate, and he remained a formidable master of these skills until the end of his life. He was also a good marksman with hand-held weapons.

Weapons: Baron Zemo carried a disintegrator gun and sometimes employed conventional handguns carried by German Officers circa World War 2. Zemo had also designed guns that shot Adhesive X in large enough quantities as to ensnare entire crowds of people. Adhesive X being his most infamous weapon, it can only be removed by means of a chemical developed by the criminal known as the Trapster.