(R.E.B.E.L.S. Annual #1 (fb)) - <7,000 years ago> Astrild Storm-Daughter was a biomancer worshipped on her planet Varidian as a goddess because she'd created a utopia with her powers, ensuring there was no famine, drought or natural disaster. Starro the Conqueror sent his High Vanguard and Starro's to conquer the planet, but Astrild fought them valiantly. Starro himself engaged in combat with her, pushing her powers to the limit, and when she overtaxed her biomancer abilities she drained all the life from Varidian and its people. In the wake of the death of everyone who worshipped her Starro told her she was guilty of pride, and that if she had no killed her people they would be his slaves, but they would be alive. He knew she saw herself as good, and him as evil, but told her such concepts meant nothing, and told her to find him when she realized that. After grieving she planned revenge until she came around to his point of view, realizing good had not saved her people, and evil had not killed them, only power and the will to use it mattered.

(R.E.B.E.L.S. Annual #1 (fb)) - General Smite was known as the scourge of the scars, invading planets not to conquer them, but to commit genocide, cementing his reputation as one of the most evil men in the universe. On the planet Parthon he'd met his equals in might, the warrior monks known as the Sodality of Virtue, who defended both their faith and their people with unwavering mettle. They battled for years, with their clashes always ending in a stalemate. Starro the Conqueror was intrigued, and attacked Smite, wounding him before throwing him to the Sodality and saying they were next. The Sodality would not kill their wounded foe, and Smite begged for their help in battling Starro, a common enemy. Their battles raged for months because Starro deliberately held back, amazed to watch Smite pull of the impossible redemption by working with the Sodality and defending the people of Parthon, showing there was goodness inside him. When Starro felt Smite had come to see hope in good he stopped holding back, defeating him and the Sodality, and saying one of the five could join him in his High Vanguard if they killed the rest. Smite was desperate for survival, and killed his recent allies. Starro said there was no good and evil, only power, and Smite accepted his message, carving a star over his eye and saying he would learn more from Starro. Over the years he desperately wanted to be just like Starro.

(R.E.B.E.L.S. #5, 6) - Starro The Conqueror and Starro conquered Maltus the base of L.E.G.I.O.N. and usurped command of the police organization from Vril Dox, Vril fled Maltus, and assembled the R.E.B.E.L.S. to oppose Starro. Silica, a sentient computer program under Starro's control, commanded the L.E.G.I.O.N. droids, and had them proclaim ownership of L.E.G.I.O.N.'s client worlds. The Omega Men arrived on Maltus and destroyed Silica, only to discover the entire planet of Starro slaves opposed them. The Omega Men were teleported to safety by the Psions, who showed them Starro had opened up a subspace rift in the Dominator controlled Xylon expanse, releasing a fleet of warships and the powerful slaves known as the High Vanguard. The Vanguard, soon joined by the humanoid Starro the Conquerer, started a massacre on the Dominator homeworld, and Starro begged them for more of a challenge. Starro the Conqueror and his High Vanguard returned to Maltus after conquering the Dominator homeworld, planning his next attack which would target the Khund empire. Vril used Silica's failsafe programming to regain control of his L.E.G.I.O.N. peacekeepers. They left their client planets, flying to Maltus, forming a forcefield around the planet, effectively trapping Starro and his legions. Starro was in a fury, warning Vril he had no idea what a powerful enemy he'd made.

(R.E.B.E.L.S. #8) - The Khunds Godhead ship approached the Starro controlled Dominator homeworld, and prepared to wipe it out with neuron torpedoes. The High Vanguard responded, led by Smite, and dismantled the Khunds weapons before slaughtering most of them, and placing Starro spores on the rest. Starro The conqueror told Smite his work was impressive as always. The Psions planned on assassinating Starro the Conqueror, equipping the Omega Men with Dark stars, genetically modified Starro spores that let them approach Maltus unopposed and enhanced their natural abilities.

(R.E.B.E.L.S. Annual #1) - Starro's High Vanguard invaded Kalanor, and Despero fought them in a pitched battle, demanding single combat with Starro. Starro agreed to his demand, and while Despero blustered about his power he entered Starro's mind and found a will he could not break down. Starro beheaded Despero, saying he would have wished Despero to serve in his High Vanguard, but his peek at Despero's mind made it clear Despero would serve no man. Starro made it clear to Astrild and the Vanguard that he wanted Vril as his slave pet for his defiance, for his thoughts to belong to Starro. The Vanguard realized it was personal because Starro only recruited the very good or very bad into the Vanguard, yet he'd offered a place to the morally ambiguous Dox. They could find no one he cared about enough to gain leverage against him, so Starro decided they'd kidnap his son Lyrl, saying family did strange things to a man.

(R.E.B.E.L.S. #10, 11) - The Vanguard took Lyrl from his father, and on Maltus Starro said he was going to restore his 12th-level intelligence, and would give him the honor of becoming one of the Vanguard. Before Lyrl could give his answer a Starro spore was attached to his chest. He said he would serve willingly because he hated his father, and said Starro could call him Brainiac 3. He removed the forcefield around Maltus, freeing Starro. He then created a transmatter portal so Starro could travel anywhere in the universe in a second, but when he opened the portal High Vanguard members that had been killed and made into Green Lanterns poured out and attacked Smite and Starro, who relished the combat. They all poured through the portal to Kanador, where Vril and the R.E.B.E.L.S. were. Vril tried to remove Lyrl's Starro spore, but his son told him to get away, and asked Vril to save his master Starro, shocking his father. Lyrl said he would be referred to only as Brainiac 3, and Vril used his power ring to push the Black Lantern's Vril, and Starro back through the portal to Maltus. The ring demanded Vril go to Korugar to join the rest of the Corps, and when he refused the ring flew off his finger for insubordination. Vril told the R.E.B.E.L.S. he was tired of waiting for Starro to slip up, and it was time to take the fight to him. It was clear he was taking it personally that his son had chosen a monster over his flesh and blood.

(R.E.B.E.L.S. #12-14) - Starro battled the Black Lanterns for three days until Lyrl Dox lured them into his transmatter device, and sent them to an event horizon. Starro was angered at having his glorious fight interrupted, but he needed Lyrl to coordinate his troop movements with the High Vanguard decimated, and set his sights on Earth to test the mettle of that planet's heroes. Starro prepared his invasion of Earth, with Astrild as the head of the scouting party and Smite in charge of the command fleet. Starro said he would challenge Earth's superheroes to personal combat and humble tem. Lyrl asked to join in the battle, but Starro said he was to valuable an asset to risk. Lyrl told Smite he'd figured out that he was ready to usurp his leader, and told him to simply hang back, because Lyrl had a plan to see Starro dead. Lyrl Dox opened his transmatter portal to the R.E.B.E.L.S. ship, and snatched his father away. Lyrl had decided the warlord was beneath his 12th-level intelligence, especially since he seemed to have a deathwish, and wanted to help Vril kill him. He'd deduced the weapon Vril would construct for the task, a gun that would sever Starro's connection to the star-slaves that powered him, and broke Vril's arm, not wanting him to be the triggerman because he said he wanted him alive. Starro thought Lyrl's next transmatter portal would take him to Earth, but Lyrl said he'd be sending him to Vril's ship so he could be ambushed. The R.E.B.E.L.S. were prepared when Starro arrived, and the villain was not entirely surprised that Lyrl had betrayed him. Vril had a rare miscalculation; his weapon had no effect on Starro. He clashed with the R.E.B.E.L.S. saying he'd miss them when they were dead because they provided so much sport. He discovered the Psions lab of genetically altered and dissected Starros, and flew into a rage. His proximity to them gave him control over them, and within moments all of the R.E.B.E.L.S. were his star-slaves, save for Vril, who threw up a personal forcefield. The Omega Men returned from their mission, armed with darts dipped in a poison that could kill Starros. They struck the Conqueror, but missed his Starro, forcing Vril to get close enough to him to kill the creature with a dart. The Conqueror's Starro died, severing his connection to trillions of mind-slaves, and killing their Starros as well. Despero, who'd been given anew body by Vril,d the R.E.B.E.L.S. they were invited to Kalanor to witness Starro's execution. Vril sent out a broadcast proclaiming his victory, giving his intention to put L.E.G.I.O.N. back on track and finding some way for everyone he helped to thank him. Adam Strange thought that Vril might be a worse manipulator than Starro.

(R.E.B.E.L.S. #15) -Despero's approval rating jumped 20 as he made a spectacle of Starro's public execution. Starro was still in shock at having lost his empire, and refused to believe this was his ignoble end. Before Despero's ax could be brought down on his neck he was freed by Astrild and Smite, who insisted they never lost faith in him. Smite wanted to stand and fight Despero, but Astrild insisted that Starro's safety was their main concern, and they fled. Despero called them cowards and promised vengeance.

(R.E.B.E.L.S. #23) - The Psions were planning on how to retaliate against the R.E.B.E.L.S. for destroying their breeding nexus when Starro, Smite and Astrild Storm-Daughter barged in on them. Astrild sucked the lifeforce from several Psions before demanding they find a way to restore Starro's power. Starro's starfish was comatose, but not dead, and the Psions used retroviral therapy to restore its' functionality. Starro was pleased that he felt some of his strength return to him.

(R.E.B.E.L.S. #24, 25) - Starro, Smite and Astrild traveled to Rann, the new home of the R.E.B.E.L.S., and Lobo got the whiff of Czarnian pheromone, but it was a trap laid by Astrild Storm-Daughter, who'd borrowed the pheromone from the Psions. She leeched his lifeforce until Starro's alien was at peak health, able to produce new starspore. Starro said he was already to attack the R.E.B.E.L.S. and Smite began the assault, hitting Vril Dox in his starship. Smite and Astrild kidnapped Dox after Smite buried a battleaxe in Tribulus' skull, grievously wounding him. Starro showed off his new army of mindslave Psions to Dox, as well as the cloned Czarnians the Psions created. Vril knew that if he could strike with them he would have already, correctly deducing that the clones of Lobo would kill themselves before being made into Starro mindslaves. Starro made Vril into a mindslave as his punishment for defying the conqueror. On Rann Adam Strange gave Lyrl Dox the job of trying to patch up Tribulus, and when Lobo went off after Starro half-cocked, the other R.E.B.E.L.S. were able to follow him using Wildstar's tracking ability. On the Psion Homeworld Astrild was eager to face Lobo in combat, but he put a quick end to things by putting his hook and chain through her head.

(R.E.B.E.L.S. #26-28) - Lobo tthought that under different circumstances he could have been close to Astrild, so he'd use her as motivation to brutalize Starro. Starro removed Vril's starfish and demanded he tell him how to stop Lobo, and Vril simply told him no one could beat Lobo and he'd hunt Starro to the ends of the universe. Starro made him his mindslave once again, and Smite suggested sending their cloned Czarnians against Lobo, uploading the information about how he'd destroyed all of Czarnia into their minds. Starro would not hear of it, not wanting to wake the clones before he figured out how to make slaves of them, and told Smite to battle Lobo. Smite struck Starro, calling him a coward for always hiding behind his underlings, and blaming him for Astrild's death. Starro teleported to Rann where the Starros he'd left behind had taken over the military guard and Sardath. Lyrl Dox worked on saving Tribulus' life when he became aware of the Starros on Rann, and sealed the surgery bay until he could patch up Tribulus and sic him on the invaders. Lyrl rebooted Tribulus' brain, boosting his psionic lightning power. He called the R.E.B.E.L.S. and said they were needed back on Rann to deal with the invasion of Starros, so Adam Strange used his personal zeta-beam to return himself, Captain Comet and Starfire. Starro, with Vril at his side, declared himself ruler of Rann, and told Blackfire to kneel before him. She said she knelt before no man, and engaged him in battle, soon aided by the returning R.E.B.E..L.S. Lobo continued his fight against Smite on the Psion homeworld, and they recounted tales of gruesome mutilation and murder as they clashed. Lobo found him interesting, so when their fight carried them into a Psion bar they decided to talk things over, becoming fast friends. Lyrl sent Tribulus against the Starros, and he freed mindslave after mindslave by roasting their starfish. Lyrl sent Tribulus against Starro, badly wounding his alien and freeing Vril. Realizing he was near defeat Starro prepared to order his remaining slaves on Rann to commit suicide. On the Psion homeworld the R.E.B.E.L.S. used Starro's transmatter portal, and called Dox, telling him to push Starro though. Back on the Psion homeworld Starro found himself face to face with Smite and Lobo.

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