Prowler was serving as the host for the banished Lord of Chaos known as the Voice, when he "infected" many members of the Iron Five gang. He left the Iron Five forming his own gang, "The Nightshades". The prominent members of his new gang were: Jacques, Deb, Kyryn, and Mikey.

Each of them were each seemingly approached by a mysterious woman, with an offer to become very powerful. Each had their own reasons for accepting, and soon the Elements were born. they were each asked to keep their change a secret until the right time had presented itself.

When the Heroez discovered that Prowler was the host for the Voice, they arrived at his homeless shelter, in time to find Prowler surrounded by the Elements (Air, Earth, Fire, & Ice), formerly his most trusted confidantes in his gang. The Elements were supposed to stop Prowler and the Heroez from going after whomever was the new host for the Voice. The Elements fled the battle, after the warehouse/homeless shelter burst into flames.