There are just -so- many things we have planned! My children will soon see just how much -love- their Mother has for them.
~ Mother Mayhem: City of Heroes: Going Rogue

Shalice Tilman more well known as Mother Mayhem was a character in the MMO City of Heroes originally just an evil counterpart to the super-heroine Sister Psyche' but was expanded to much more in the expansion Going Rogue when the alternate reality Praetoria was made available for players to travel too or even start off in.

Shattered Psyche'

Sister Psyche'
Praetoria is an alternate reality in the City of Heroes world. In Praetoria the heroes of the Freedom Phalanx took a different path instead of defenders of the world as overlords of it. In Primal Earth, as the Praetorians dubbed their counter part world, Shalice Tilman is the heroine Sister Psyche', a psychic who uses her powers to fight crime often with her apprentice and friend Aurora Scott, AKA “Aurora Borealis”. Sister Psyche' was seriously injured in combat and was sent into a coma but a young Aurora Scott volunteered to allow herself to be psychically possessed by Sister Psyche's mind, with a technique Shalice called “Mind Riding”, while her body recovered. Eventually Sister Psyche' recovered and returned to her own body and in deep gratitude took Aurora on as an apprentice and helped her grow her mutant powers.

In Praetoria things unraveled quite differently from Primal Earth. Shalice Tilman used Mind Riding to cheat death in the body of Aurora Borealis as well, but unlike her Primal counter-part she never returned to her own body as Aurora's mutant powers were formidable and with them and her own put together she was the world's strongest psychic force. Shalice has taken the name “Mother” as she feels she is a mother to the people of Praetoria, though many critics, the few who retained their free wills, called her “Mother Mayhem”, an alias the people of Primal earth mainly refer to her as. Mother fought in the Praetorian war against Hamidon with Marcus Cole. When the War was over and most of the world's governments were weakened , destroyed or just plain proven ineffective, Marcus Cole declared himself as Emperor and instituted a Praetorian Guard made of the strongest meta-humans that had fought beside him against Hamidon; Among these new Praetors was Mother. Mother is the Praetor in charge of patrolling public thoughts for any potential disturbances to the peace in Praetoria.

Aurora Borealis still exists as an occasionally reemerging consciousness but she is completely enthralled to Mother even when she speaks separately from her and so Mother many times refers to herself in the third-person, sometimes as a proud mother and other times as loyal daughter. There are many who oppose the Praetors as a Resistance and one of the main heads of it is Calvin Scott, who spearheaded the Resistance after he escaped Mother's “Asylum” in an outrage over seeing his wife Aurora possessed by the deranged psychic. Mother has an entire psychic network known as the Seer Network supported by many of her Seers. The Seers are other psychics, some mutants, others normal humans with a keen sixth sense, much like their Primal-Earth counterparts in Arachnos. The Seers are trained to access the psychic part of their brains in Mother's Asylum and Behavioral-Adjustment-Facility. As the original architect of the Seer Net and the mental master of all the Seers who make it up, Mother can use it as a massive psychic territory overlapping all of Praetoria to hear thoughts all across the city and alter them as she wishes when need be.

Behavioral-Adjustment-Facility and Mother of Mercy Asylum

Behavioral Adjustment Facility

The Behavioral-Adjustment-Facility

Mother's Behavioral-Adjustment-Facility or “BAF” is where all criminals and political prisoners are taken to be “reeducated” by Mother and her Seers or to be trained as Seers if Mother sees potential. The BAF is a formidable prison but break-outs have occurred and there are those who hold on with all their might to retain their free-will despite the BAF Seers' best efforts, if a prisoner is ever too much of a problem for the BAF to handle they are admitted into the “Mother of Mercy Asylum” to treat the “deeply disturbed”
Mother of Mercy Asylum

The Mother of Mercy Asylum. Be afraid.


Mother visits the BAF for routine checkups but mainly stays in the Asylum as it's director and focuses her main attention on “rehabilitating” the patients there. Unlike the BAF, no one in the history of Praetoria, except for the miraculous case of Calvin Scott, has escaped the Mother of Mercy Asylum. Being sent to Mother's Asylum is considered by Resistance members to be the same as a death sentence, as the Asylum completely destroys the personalities of all those who enter and the only ones who make it out are those that have been remade as completely different people.

Minds of Mayhem

Once the forces of Primal Earth began to counter-attack Emperor's Cole's inter-dimensional-invasion forces Cole decides to summon the source of his power, The Well of The Furies - a reciprocal for the powers of Gods and multiverse nexus point which he had discovered and drunken from, turning him into an "Incarnate" - a high-end demi-god/low-end deity. The Well has a will of it's own and it's embodiment as power as a concept drives those who use it to become obsessed with maintaining/acquiring complete power, hence Cole going from altruist, to extremist, to knight-Templar. Cole had kept The Well protected to preserve his powers unchallenged, but when his initial invasion failed, and then started back-firing with the attention he earned, he began passing out sips of The Well to his Praetors. Mother is one such Praetor, and subject to one of the wildest changes. Mother always had enough reach to psychically possess everyone in her network, but with the Well she can do so with no fear of straining herself too far. The intoxication of this power has Mother throw-out all previous trepidation. The forces of Primal Earth broadcast video evidence Cole had been lying to them for years. The video shows that Cole ended Hamidon's siege by bargaining with Hamidon, not defeating him, allowing Hamidon to have the wilds, Cole to have the cities and Cole would keep his people cloistered inside if Hamidon could have control over the rest of the planet. The video (from the previous Incarnate Trial) did not insight the masses' anger, and soon it is shown why, because Mother had possessed them all en-mass to keep from turning on the government - at this point the only way to break Cole's iron-support over Praetoria is to destroy his thrall-master, Praetor Tilman, once and for all.

With the Well, Mother Mayhem remodels the wills of nearly everyone in Praetoria (With the exception of other Incarnates and users of the Arachnos Seer Net) into mental copies of herself. Due to Mother's hypnosis/telepathy, the enthralled citizens look to the players like Mother Mayhem clones. Mother Mayhem is hold-up in the Mother of Mercy Asylum. Protecting the Asylum, in addition to Mother Mayhem's army of selves, is Malaise and Penelope Yin. Primal Earth Malaise was a mutant telepath specializing in illusions who suffered from dissociative identity disorder (split personalities), one personality of which was an anarchistic art thief, the other a lonely artist, when Sister Psyche' found him she used hypnosis to treat Malaise and give him some control over his alternate self. The Praetorian version was only egged on by Mother til he only had one personality, devoted entirely to Mother. Malaise guards the outer Asylum and the players must beat off a small army of randomly generated monsters (psychically enhanced illusions), breaking through will send Malaise running inside and take the fight to "Mother Mayhem" and Penelope Yin. In both worlds Penelope Yin is a newly awakened psychic prodigy and in Praetoria in particular, a double agent who got herself committed to the Mother of Mercy Hospital to try to break Mother's hold from the inside for The Resistance. Penelope is shown to be in-over-her-head, and has become a main body for Mother Mayhem. Penelope had a stalker, "Metronome" - a departed psychic kept from passing into death by "haunting" his creations, the Clockwork robots used as Praetoria's labor force. As a disconnected psychic, Metronome's mind can disrupt certain psychic phenomena. With Penelope as one of the few people who tried to reach-out to him he became obsessed with her and wants to save her from Mother Mayhem's control. The players can choose to just beat Penelope and all Mother's hosts to death (but are rewarded for not doing so for mission pay-outs). Getting the "true-ending" involving holding-off the army of Mother Mayhem's without killing them while Metronome manifests the Praetorian Seer-Net physically.

If the players manage to stay alive and without killing Penelope for several minutes the Seer-Net node appears, and destroying it turns "Penelope Mayhem" back into Penelope Yin and exorcises the locals "Mothers" around her. Once Penelope is freed, "Mother Mayhem" comes in, which is to say her main body. Metronome offers to do the same psychic stimulation he did with Penelope to cut Aurora's mental access to the Seer-Net as well, removing her as Mother's host. The process is just as long and with Mother Mayhem even stronger in her main host, however doing so frees Aurora Pima at long last from Mother Mayhem's control. Calvin Scott going to reunite with his beloved reveals a grateful and now back to her senses Aurora who tells him they are in-fact not married - Aurora was a therapist at the Asylum who had been treating Scott for depression and delusions after the lose of his family in the Hamidon Wars, and Scott had made her part of his delusion for the kindness she had showed him, in truth Calvin Scott truly was insane all along. But with no time to dawdle, Aurora Pima will tell the players that Mother Mayhem still exists - drinking the Well had re-enforced Mother's mental node for the central Seer-Net, which was the last major node, to prevent her from eventually possessing others, the last node must be destroyed.

Well of the Furies

Malaise Mayhem and the Aspect of the Well

With Metronome's help the players are bought to what look's like a magical well - in truth the Seer-Net's core node, taken shape of a Well due to it's influence over Mother Mayhem. Shalice Tilman's astral form dives from the Well to a recovering Malaise - still enthralled even without mind-control due to how long he had been warped by Mother's Influence and "Malaise Mayhem" is Shalice Tilman's final host. As the Well will replenish Malaise endlessly and Mother can re-manifest the Well from Malaise's brain, both the Aspect of The Well and Malaise need to be destroyed at once, doing so destroys the Praetorian Seer-Net's nodes effectively killing Mother's consciousness by making it only able to exist on an out-date psychic wave-length.

Powers and Abilities

City of- Praetor Tilman

Praetoria's monument to it's "loving" mother.

Mother has a variety of dangerous psychic powers including telekinesis that can outdo even most forms of super-strength. Mother can hear the surface thoughts of everyone within several miles of any of her Seers and alter them if she wishes though this is more applicable for non-super-powered civilians or those with no strong opposition to the Praetors and so her ability to alter minds is used more for public relations than enslavement. Though Mother -can- enthrall the entire populace as mind slaves, such a feat is hard to maintain and quite noticeable to the people placed under her control if any of them return to their senses, so she refrains from doing so except as an absolute last resort backup plan should circumstances in Praetoria ever get too far out of control. Mother Mayhem can use a more personal one-on-one mind-control and place a smaller psychic copy of her consciousness in the minds of other psychics, thus have the Seers been created. Mother uses her influences on the people of Praetoria to sway public opinion in support of Emperor Cole.


Mother Mayhem comics
Many of the Praetor's are corrupt, power-hungry, just looking for an excuse to kill or all-of-the-above. Praetor Shalice Tilaman is one of only two, along with Praetor White A.K.A. "Marauder", who is acting entirely for what she believes is the benefit of others and would be doing so without any promises of reward. Tilman sees free will as an unreliable construct that frequently comes to the wrong conclusions, and while she is willing to let people be good on their own she has no qualms about mentally dominating them, which she sees as simple corrections in behavior; This is why she started calling herself "Mother" even before The Resistance added on the alliterative "Mayhem". In Primal Earth, Aurora volunteered to be Shalice Tilman's host to save her life, for a long time it was believed the same applied to the Praetorian version of her too just with Tilman never willing to separate once she possessed her, - but as revealed in the Minds of Mayhem, task-force against Mother Mayhem, Aurora was possessed against her will and the re-emerging second consciousness sometimes speaking to Mother was actually under mind-control in addition to being possessed and Mother had been outright enslaving her host body's original mind. Mother Mayhem was always a little off, even before she got/became a second voice in someone else's head, but upon having the two minds (even if one was submissive) in the same body, combined with the shear amount of work required of her, her stability began to waver more noticeably; Yet despite this, Tilman still thought of her "children" first and foremost and was willing to give more and more of herself into her work for their sake.

When she drinks of The Well, Mother goes stark raving mad. While she had previously had doubts about endangering her beloved children in an invasion, to the point she was willing to surrender rather than use them as human-shields, The Well's power re-prioritizes preservation of the power that makes her "mother-to-all" as her top concern. As an Incarnate Mother is completely insane, her former love for her children at the cost of everything is reversed, and she sees her "Children" as just extensions of herself and creates psychic copies of herself from every-single citizen of Praetoria's psyche'. At this final stage Mother is overwhelmed by her need to never be separated from her children and willing to do anything, include possess everyone, good or bad, and throw them away as meat-shields if it means preserving her hold over the whole.


  • Though she is the alternate reality version of Sister Psyche', Mother Mayhem - role and persona-wise is more akin to the Primal Earth Vanessa DeVore, and Praetorian Vanessa DeVore acts very much akin to the Primal Earth Sister Psyche'.
  • Mother Mayhem's original design (as part of the pre-Praetoria "Maria Jenkins quest-line", where the creators were just looking to give heroes and excuse to "fight the heroes of Paragon City" with an alternate reality quest line) had Mother Mayhem as a simple reskin of Aurora Borealis who wore purple instead of white.
  • Mother Mayhem is not technically dead, as her consciousness was clinging to the Seer-Network, the Network itself is just inaccessible now so presumably Shalice Tilman is still aware of the physical world but neither able to affect it either physically or mentally as an out of phase astral pseudo-ghost.
  • In Primal Earth, Shalice Tilaman and Justin Sinclair were married, in Praetoria neither show any sign of interest with each-other, with Mother entrenched in her work and Sinclair a boarder-line sociopath.
  • Cole starts sharing the Well of the Furies with his Praetors, specifically to keep Mother Mayhem in-check with the Well's influence when it looks like Mother Mayhem is about to give-her-self-up rather than risk losing her "family" to the Primals.


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