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Colonel Payne (ペイン Pein?), was an officer in charge of running the Expendable Toys Juvenile Infantry School on Leviathan 1. He would take platoons of children to fight to the death, often for his own amusement. Payne would eventually be killed by the combined efforts of his former student Zazie and Alita; however, the latter he would go on to mentally torment as a ghost for much of the run of Battle Angel Alita: Last Order before his ghost and spirit was exorcised from her near the end of the ZOTT.


Payne was a tall individual with a long, gaunt looking face with a sharp nose. He was always seen wearing a dark military style uniform and a dark, slightly ragged looking overcoat with a black military hat bearing a symbol of an X and an eye with wings. Payne had long, light colored hair and wore glasses. More often than not, Payne had a crazed, deranged smile on his face that unnerved those around him. An illustration by Yukito Kishiro for the 2003 Ultra Jump calendar depicts Payne as having long white hair wearing an all-black military uniform.[1]


A sadistic individual with no morals whatsoever, Payne would force the children under his care to fight to the death; he indicates that he trains the children to help them experience the "taste of ultimate freedom and the richness of life." He would motivate them by stating the winner(s) would be allowed to return back to their families; whether this was genuine or not is unknown.



Back when she was a child, Zazie was one of the children under Payne's care; upon meeting again years later, Payne remarks that Zazie was a memorable pupil of his. Due to the response from Zazie, it is believed that she was tortured and forced to undergo numerous operations that resulted in untold deaths of other children by her hands.


Payne torments Alita

Payne mentally tortures Alita after his death

While Payne did not know Alita at all while he was alive, his spirit would constantly haunt her after she contributed to his death. He would often belittle and mock her for trying to do the right thing and often would encourage Alita to give up her struggles and will to live.


At some point in his life, Payne would serve within an unknown branch of the military, eventually earning the rank of Colonel. He would also become the head of the Juvenile Infantry School aboard the Leviathan. The children under his care would fight to the death in combat training. To encourage them, Payne would inform the children that they will be returned to their parents if they captured the flag. At one point, Zazie was a graduate from his school and Payne remembers how she was an outstanding pupil.


Alita punches Payne

Payne is punched by Alita

After a recent batch of children end up killing each other, Payne returns to the battlefield and gazes in satisfaction at the carnage; he orders his troops to recover any remains that could be used for cyborgs. He then spots Zazie and greets her; when faced with his cruelty towards the children, Payne brushes those concerns aside, arguing that he gives them a purpose instead of simply throwing them into space. Payne then spots Alita and is asked if he knows her too; before Payne can answer, Alita attacks him with an electromagnetic punch that tears apart Payne's body and destroys the guards accompanying him. His head lands by Zazie where he states that it must be thrilling to kill him after hating him for so long. Payne goes on to comment that life at its core is slavery before getting shot by Zazie.[2]

Even though he was killed, Payne would continue to exist as a ghost; through some unknown means, he recognized the guilt and torment within Alita and appeared within one of her nightmares shortly after his death. He would offer his services as a teacher and mentor to guide Alita and mocked her for trying to be braver than she actually was; while commending her for surviving for so long, Payne states that she will never overcome her limitations and will always be known simply as a ruthless killer. He offers to show Alita the reason for fighting and laughs while numerous bombs rain down behind him and explode; after Alita awakens from the nightmare, Payne's ghost grins from within the shadows of the ruined building she and Zazie are resting in, but disappears again after a moment. He would observe from afar Alita's attempts to gather as many flags as possible to spare more children from the Infantry School an unnecessary death and belittles her for feeling helpless in preventing Giraud's demise from earlier.[3]


Payne mentally torments Alita as a ghost

Colonel Payne later appears when Alita learns the Space Angel's Z.O.T.T. first round match will be against the Fighting Nursery School Guntroll. He tells Alita to crush the hopes of the children and teach them despair. He accuses Alita of trying to play as Spartacus when she refuses because she is only trying to save Lou. He states that she must save all twenty thousand Tiphareans in the incubator if she is fighting for a noble cause. She has an emotional break down as Payne disappears again and Sechs informs her that she can sit out this round of the fight and he will fight the match with Elf and Zwolf.

During Alita's trip to infiltrate the incubator, Payne reappears while she recovers from her fight against Tzykrow. Noting how she sought him out for the first time, Payne questions her resolve now that she knows her past; he encourages her to go back to those that would love her for who she is (Figure Four and Doctor Ido). She refuses and before leaving, he cryptically informs her that her future will force her to face a cruel fate.

Super Nova Arc[]

In Phase 61, Payne confronts Alita about her realization of her brain bio chip and laughs. He tells her that he told her that the truth would change her forever. He asks her why she is giving up the only flesh and blood she has.

Tenth Z.O.T.T. Finals Arc[]

In Phase 97, Colonel Payne tells Alita that those who approach her now only fear her, want to destroy her, or profit from her. He tells her that no one is worth trusting and she is alone. Alita states that she is used to being alone and has no regrets as tears fall down her cheeks.

In Phase 105, Colonel Payne is removed from Alita's psych by Tunpo in the cyber verse. She asked how and he informed her that strong visualized malignant thoughts can take on a form of their own.


  • Due to his disregard for children and willingness to harm or torture them, it is believed that Payne is based off several doctors who tortured children for experiments during World War II, notably Josef Mengele.
    • His clothing, hat and overall appearance resembles that of an SS Nazi officer, supporting this theory.