REAL NAME: Bill; legally changed to Beta Ray Bill
ALIASES: Simon Walters
IDENTITY: Secret
OCCUPATION: Warrior, former guardian of the Great Fleet
CITIZENSHIP: None; former citizen of New Korbin
PLACE OF BIRTH: Planet Korbin, "Burning Galaxy"
KNOWN RELATIVES: None
GROUP AFFILIATION: Formerly Star Masters, "Thor Corps"; honorary warrior of Asgard
EDUCATION: Unrevealed
FIRST APPEARANCE: Thor #337 (1983)

HISTORY: Bill was a member of the extraterrestrial Korbinite race, whose galaxy had been destroyed by the Asgardian fire demon Surtur in order to forge his Twilight Sword (a.k.a. "Sword of Doom"). The Korbinites who survived the destruction of their galaxy determined that they needed a guardian to protect them, and their Sheo-'re (scientists) created the automaton Alpha Ray, a bio-mechanical creature that ultimately proved too mentally unstable. Believing that they needed a protector with a soul, the Korbinite scientists tested thousands of their finest men in search of the warrior they needed. Bill was the only test subject to survive the grueling physical and psychological tests, and was converted by bioengineering into a powerful cybernetic form re¬christened "Beta Ray Bill."

The Korbinites' Great Fleet of ships set off in a convoy to find a new home, and the entire population entered into cold sleep until their voyage's end. Bill led the convoy aboard his starship Skuttlebutt, but they were soon assaulted by Surtur's demons, who emerged from the exploded Burning Galaxy's galactic core. Bill scouted ahead, hoping to find a new home, and was detected by S.H.I.E.L.D.'s hyperspatial probe. Believing Skuttlebutt a threat to Earth, S.H.I.E.L.D sent Thor to investigate. He breached Skuttlebutt's hull and fought Beta Ray Bill, but when parted from his hammer Mjolnir for more than 60 seconds, Thor reverted to his mortal identity of Donald Blake. Bill easily struck Blake down, and then searched for Mjolnir, hoping to claim it for himself. He found the hammer transformed into a cane, and struck it against a wall in disgust, only to find himself transformed, having proven himself worthy of the power of Thor.

Because Bill had a legitimate claim to Mjolnir, and wished to use it against the demons plaguing the Great Fleet, Thor's father Odin settled the matter by having Bill and Thor face each other in a fair fight in the land of Skartheim, a fight which Bill ultimately won. As his reward, Odin had the dwarf Eitri forge the hammer Stormbreaker, which shared many of Mjolnir's enchantments, and bestowed it upon Bill. Thor and the Asgardian Sif helped Bill battle the demons, and they destroyed the portal in the Burning Galaxy. As Bill prepared to depart, Odin added another enchantment to Stormbreaker so that he could assume his mortal form, having transferred the enchantment from Mjolnir which had enabled Thor to become Donald Blake. Sif joined Bill in his journey at first, but they were both soon summoned back to Asgard when Surtur's armies prepared to invade Asgard. Bill led Asgard's forces on Earth while Thor faced Surtur himself. Surtur destroyed Asgard's Rainbow Bridge in order to trap their armies on Earth, but Thor and Bill eventually returned the Asgardians home with their hammers. While he was on Earth, Bill met other champions such as Power Pack and the Avengers, and fought against the Dire Wraiths, the Green Liberation Front, and Kurse.

As Bill continued to guide the Great Fleet, he faced dangers such as Crack, a pirate who used captured extraterrestrials' psychic energies to power his vessel, and Ego the Living Planet, who decimated part of the fleet. Bill learned that Ego had been driven mad by a propulsion unit placed on it by Galactus, and had the device destroyed, but when Ego offered himself as the Korbinites' new home, Bill refused, noting that Ego had caused his people too much suffering. Bill finally led the fleet to a world - christened "New Korbin" - which was suited for their inhabitation, and awoke the Korbinites. Bill's people found it hard to understand his attachment to Asgard, and the government became frustrated when Bill would abandon them to help Thor, such as when he aided Eric Masterson, a human who had been given Thor's power while the true Thor was in exile, and Dargo Ktor, a Thor from an alternate future. Bill joined with the other two Thors as a "Thor Corps" facing the time traveler Zarrko the Tomorrow Man together. The three later reunited, alongside the real Thor, to battle Dargo's enemy Demonstaff.

The Korbinites finally demanded that Bill be stripped of his power, so that they could find a more compliant warrior to serve them. Bill turned Stormbreaker over to them, but they found that none of them could lift the hammer. Bill eventually reclaimed Stormbreaker when he learned that Thor had been overcome with "warrior's madness" and in trying to help Thor, Bill was badly beaten by him. So weakened, he was easy prey for the malevolent being Tyrant, who sought to feed on his energies, but Bill was aided by Tyrant's other captives the Silver Surfer, Ganymede, Jack of Hearts, Gladiator, Terrax and Morg, and finally escaped Tyrant when Galactus forced him to stand down. Bill returned to help Adam Warlock and Dr. Strange heal Thor's psyche, but Thor blamed his madness on Odin and left Asgard. Bill remained in Asgard for a time to help Odin, until Odin appointed the human Red Norvell as the latest Thor.

When the protector of the universe Quasar was framed for the murder of the intergalactic peacekeeping force the Charter, Bill assisted Quasar alongside the Silver Surfer and former Charter members Xenith and Morfex. Together, they called themselves the Star Masters. As they uncovered the true murderer of the Charter, an Axi-Tun named Lord Votan, Bill suffered a pair of tragedies: many of his people were slain by the Axi-Tun, and a near-Ragnarok in Asgard nearly killed him. The Silver Surfer and Odin saved Bill's life by joining the Odinpower with the Surfer's Power Cosmic, removing Bill's enchanted powers.

Eventually, Bill regained his original powers when the crisis passed. During the events of the "Maximum Security" crisis, Bill was captured by forces of the Intergalactic Council, who labeled him a criminal and exiled him to Earth, which had become a new penal colony for extraterrestrial criminals. Bill aided Thor and Earth's other heroes in overthrowing the planet's jailer, Ronan the Accuser, and the aliens were finally returned to the stars. Not long afterwards, Bill defended Asgard during Odin's final battle with Surtur, in which Odin was killed. Thor eventually claimed the throne of Asgard. When at last the true Ragnarok struck Asgard, Bill came to their aid, again to his native people's distress, and he heroically stood against the armies of Surtur. Thor finally removed Bill from the battle, telling him to look to his own people. Believing that Asgard was now truly doomed, Thor wanted Bill to live so that someone would survive to remember them.

As Bill returned to New Korbin, it was under attack by Galactus, known to the Korbinites as Ashta. The Korbinites had reactivated Alpha Ray to fight Galactus, but the priests of the Korbinites, jealous of Beta Ray Bill because some of the Korbinites had begun worshipping him, had reprogrammed Alpha Ray to kill Bill. Faced with enemies at all sides, Bill was unable to prevent the destruction of New Korbin and his people's fleet. Bill learned from Skuttlebutt that many of the Korbinites had been placed within a Meta-Orb, which kept them in suspended animation in another dimension. Bill fought Galactus' herald Stardust for the Meta¬Orb, as well as the demon Asteroth, who tried to feed on the souls within the orb. Bill attempted to return to Asgard to resettle his people, only to find that Asgard was an uninhabitable wasteland. Asteroth reappeared, claiming to have fed upon the souls within the orb, and Bill slew her in Asgard, nearly dying in the process. A robed figure took the meta-orb, saying there was still hope for his people, and saved the injured Bill's life by bonding him to Simon Walters, a human on Earth who had died in an alley. Simon was a former soldier suffering from post-traumatic stress disorder from his combat experiences, and Bill inherited some traces of his memories. Bill was disoriented when he awoke in Simon's body, and happened into a battle between Spider-Man and the super-villain the Boar. Bill resumed his true form and aided Spider-Man, gradually regaining his memory. Bill has adopted Earth as his new home and set out for new adventures.

HEIGHT: 6 ft. 7 in.; (Walters) 5 ft. 9 in.
WEIGHT: 480 lbs.; (Walters) 132 lbs.
EYES: No visible pupils or irises; (Walters) Brown
HAIR: None; (Walters) Black

ABILITIES/ACCESSORIES: Bill is immensely strong and durable and is an experienced warrior. He wields the mystical hammer Stormbreaker, made of Uru metal, which was enchanted by Odin to prevent those who are unworthy from lifting it. Stormbreaker returns to Bill when it is thrown, allows him to command the elements of storm, generates mystical energy blasts, opens trans-dimensional portals, enables Bill to fly, and can transform him into the form of Simon Walters by striking the hammer against the ground; as Walters. Bill can resume his true form by striking his hand on the ground.

NOTE: The above information was copied from “All-New Official Handbook of the Marvel Universe #2”