‘Mr. Jeffries! What’s happening to me?!’ cries young Whitman Knapp as from his body spring new beings. Jeffries, horribly mutated by his demented brother, Scramble, watches, but even if he could open his fused lips to speak, he wouldn't be able to give the kid any answers. Jeffries knows that Knapp has been transmutated by his employer, but while Knapp has shrugged off the effects of Scramble’s touch by splitting into four beings – the question remains though, which side are they on?
‘Oh, gosh!’ exclaims the young doctor as he looks at the other three beings – a pink glob of protoplasm; a hairy ape-man and a dorky, very tall skinny man. The tall man declares that today is perplexed, therefore it is for tomorrow to explain, and informs Whit that he, who is their present, stood in attendance when Alpha Flight brought their teammate Roger Bochs to be cured by Dr. Lionel Jeffries a.k.a. Scramble, the owner of the New Life Clinic. However, unknown to all, the good doctor was every bit as mad as his patient, and his insanity was revealed when he offered to merge his flesh transforming abilities with Bochs’ inventive mind.
Once combined, Jeffries and Bochs became the being known as Omega. He then transmutated both Knapp and Jeffries before attacking the rest of Alpha Flight. The tall man informs his present self that his terror apparently released the latent power, which Scramble sensed within him. Whit declares that he doesn’t understand and asks what kind of power he is talking about. The tall man informs Whit that his power is to release who they three are – what Whit was and what he will one day become. Whit asks if he is the present-day Whitman Knapp and they are his pasts and future. ‘Evolutionally speaking;’ is the reply.
Whit sarcastically remarks how great his power is – that he gets scared and out pops a protoplasmic blob, an Apeman and a Highbrow future man ‘How’s that gonna help Alpha Flight?’ he mumbles. Highbrow suggests to Whit that he might firstly assist Jeffries back into the Box armor, but Whit asks how. As he needs to be near the armor and will be too heavy for him to carry. Highbrow tells Whit that as he currently is, but not as he was and Apeman picks up Jeffries, holding him high into the air.
Knapp begins to asks if all he has to do it think something and they will all act – but tells Apeman not to be so rough with Jeffries. Apeman just grunts in reply, for he cannot speak. Highbrow apologizes to Whit, and explains to Whit that they three may advise and assist him, but as it is he whom they have emerged from, he must formulate a plan of action and communicate his desires with specificity or else they may act as their ages accustomed them to. ‘Oh great,’ mumbles Whit again.
However, for Jeffries it is great, for once Apeman has brought him within range of the Box armor he commences to phase, and is merged inside the armor. Jeffries congratulates Knapp, telling him that together with his kin he has added up to one ‘heckuva man!’ Taking flight, Box orders Whit to stay where he is while he goes to help Alpha. Running after Box, Whit declares that as Manikin there must be something he can do to help – suddenly, Manikin and his other selves disappear.
Meanwhile, in another sector of the New Life Clinic, Heather “Vindicator” McNeil Hudson, Jean-Paul “Northstar” Beaubier, Wanda “Sasquatch” Langkowski, Eugene “Puck” Milton Judd and Kara “Purple Girl” Kilgrave are facing off against Omega! Omega tells the Alphans that even if they break free from one of his forms, he can transform himself into a million more to recapture them! Heather blasts Omega with an electromagnetic pulse, realizing that with Boch’s mind and Scramble’s power, there is no end to Omega’s metamorphous.
Hunched up against the wall, the scared little Purple Girl asks Vindicator what they are to do – for half of the monster they are fighting is an Alphan. But as handsome Jean-Paul tries to break free from Omega’s grasp, he declares that Bochs is no longer an Alphan, but a madman! Judd starts to attack Omega again, thinking that if insanity were an impediment to membership in Alpha Flight, many of the members might not be on the team – with Jean-Paul and his sister Aurora heading the list!
Puck recalls that it was a troubled team James MacDonald Hudson assembled and which his wife inherited, but thinks that they have come a long way since then – but even so, with everything that has happened, perhaps they are beginning to regress? Omega traps Judd and exclaims that he has little to offer, but still may contribute he dexterity and daring to his mass. Heather dodges Omega’s blow and sees that Judd has been captured again, and she is annoyed at how easily it happened.
Heather sees Northstar struggling in Omega’s grasp, and realizes that he is too drained by the mysterious illness to employ his super speed and escape. splutters Jean-Paul. Heather exclaims that with Jeffries and Aurora both unaccounted for, it leaves defeating Omega to herself, Sasquatch … and the Purple Girl! Heather thinks that the mind-manipulating powers Kara inherited from her father might just stop Omega, but she is only a kid, not even an Alphan and she is so scared.
Heather thinks that she should probably be ordering Kara to flee not fight – but if Alpha falls, then she would be doomed anyway. Heather knows that as leader of Alpha Flight she must put the survival of the team above an individual member and calls to Kara, telling her that she needs to try and stop Omega. Kara hesitates, asking Heather if she wants her to go close enough to the monster so her power can have an effect on him – but asks what will happen if it doesn’t listen – will it do to her what it is doing to Northstar and Puck?
Heather tells Kara that it is her own choice – act now or abandon Alpha. Kara exclaims that she cannot do that, for everyone has been so good to her. She declares she will help, so long as she doesn’t have to touch Omega – but Omega touches her anyway, grabbing her from behind, he pulls her into his horrid flesh form. Omega tells Kara that she hesitated too long and that while he is aware of her powers whether they would have any effect on him he does not care to discover, and nor shall he have to, for Kara cannot command if she cannot talk – so he covers her mouth with his flesh.
Heather blasts Omega, asking him to let everyone go as Sasquatch tries to pull Kara free. But Omega declares ‘No!’ and whacks Heather away from him as he informs her that he needs her Alphans, for each possesses a power that makes him or her more than human and asks her to imagine how much greater they would be if their powers were pooled. ‘What of their individuality?’ asks Heather as she gathers herself.
Omega replies that it is a poor excuse for an inefficient allocation of resources and that it should be obvious that if the combined powers of Bochs and he could defeat Alpha Flight, then the merger of Alpha and Omega will make them nigh invincible! ‘Not if I can help it, Lionel!’ exclaims Madison to his brother as he bursts into the room, adding that he can help it. Lionel is surprised to see his brother, and after exclaiming ‘Madison!’ Jeffries tells him to call him “Box!” because it is as the living robot that he will stop him!
‘How in blazes did we get here?’ asks Whit as he and the other three appear in the room. Highbrow exclaims that he used teleportation, ‘oh, well that’s useful!’ exclaims Whit as he and his other selves rush towards Omega. Highbrow asks him what course of action he would suggest against Omega, and Whit orders Apeman to attack. Sasquatch asks Box who his friends are, and as Jeffries grabs his brother’s face amongst the masses of flesh, he reveals that they are four stages of Scramble’s former intern.
Dr. Jeffries is stunned at this, but Madison reminds him that it was he himself who said that Whitman had a latent power, and it was him who also helped him release it. Apeman bashes Omega with a piping and growls as Sasquatch jokes that the mutant power was a multiple personality and that this part of it – Apeman – is quite the conversationalist! Box tells Wanda not to look a Gift Horse in the mouth, to which she replies that she will not knock the Neanderthal so long as he keeps knocking Omega.
Manikin sees Kara in danger and alerts Highbrow to Omega absorbing her. Highbrow tells Whit to save her, but the flabbergasted young man asks how? The dorky Highbrow tells Whit that something in his genes has chosen to give him help, but it does not mean that he himself is helpless. ‘I’m not?’ asks Whit – and as he picks up a metal pipe he exclaims ‘I’m not!’ and rushes to save the girl he has a crush on.
As he slashes at Omega’s flesh, Whit informs Dr. Jeffries that he quits. He pulls Kara free and Box congratulates him on doing a good deed, joking that he sees he has claimed his reward. Manikin replies that he is giving Kara mouth-to-mouth. ‘If that’s your story, stick to it,’ jokes Jeffries before declaring that he will stick to Scramble. Omega smirks and informs his brother that he is no longer Lionel Jeffries or Scramble the Mixed-Up-Man, but Omega!
Jeffries just tells his brother that he is as nutty as a fruitcake whatever he wants to call himself and that he always has been. Jeffries reminds Lionel it is for that reason that he had to lock him up after shipping him back to Canada from Vietnam for trying to make whole men out of pieces of men. Jeffries tells his brother that he is flesh of his flesh, the only brother he is ever likely to have and that he didn’t want to hurt him then and doesn’t want to hurt him now.
However, Jeffries informs Lionel that he will put him in a rubber room for life before he lets him hurt Alpha Flight. Lionel reminds Jeffries that he is talking to Omega – the one-man-army! Madison tells his brother that he is obviously forgetting that makes two of them, and before the startled eyes of all, the Box robot undergoes a major transformation, as Madison remakes the design of Roger Bochs to better reflect his own metal-molding powers. Where once stood a clunky black, yellow and silver robot now stands a sleek red and silver one.
With his transmutative powers, Jeffries is able to do vastly more with the armor than Bochs ever could, and as he tells Omega to go ahead and turn himself into whatever organic frights he can dream up – because he will match him change for change. Box punches Omega, but Heather tells him to pull back, reminding him that Lionel is still his brother and that somewhere inside of him exists the mind of his best friend, Roger Bochs. She tells him that he must not be the hand that destroys them, and declares that she is the leader, so it is she who should take responsibility.
Box asks Heather what it is she wants to do and tells her that just because she is the leader does not mean she has to do all the dirty work, for this is a team, and he is prepared to do his share. Lionel tells his brother that if he stands with Alpha then he will fall with them, before exclaiming that the ability to transmutate metal as well as flesh would be a decided asset to Omega. Jeffries responds by shoving a large piece of metal into the fleshy creature.
‘Mr. Jeffries…is…amazing!’ Heather cries to herself, before realizing that despite Madison’s disclaimers that he could only construct what Bochs designed, he has metamorphosed the Box robot before everyone’s eyes into what Omega called himself, a one-man-army. As Heather sends a stream of electromagnetic energy down upon the fleshy creature, she sees that Jeffries has also given Alpha the breather it needed to start acting like a team.
Kara comes to and stares up at her savior as Whit asks if she is okay. She replies that she is now as Highbrow informs them that Omega is weakening, for even as a revived Alpha tears at him from without, he is also being rendered asunder from within – and Omega cries furiously as Roger Bochs tries to come to the surface. The outline of his face seen in the fleshy beast now, and Roger declares that he is asserting the mind that is enabling Lionel to undergo the monstrous metamorphous. Roger reminds Lionel that he has called all the shots so far, so now it is time for him to exercise some free will.
Roger admits that sharing this corpus with Scramble has shown him the depths oh both their insanity. Roger exclaims that Alpha Flight was right all along, he is nuts, which is why he is calling the fright-fest right now. Scramble tries to cover Bochs’ face with his hands, and calling Roger a fool he reminds everyone that just as he transmutates bodies he can also transmutate minds. He declares that he needs only the inventive aspect of Bochs’ intelligence, not his independent thought.
Bochs screams as Scramble destroys part of his mind – and Madison calls to his best friend seeing his brother lobotomize him. Madison creates a gun from the Box armor and exclaims ‘Blast you, Lionel! Yeah – I will blast you! I can do that now! I can do anything!’ and with that he fries his brother and best friend. Smoke pours through the room, as Heather exclaims ‘Mr. Jeffries! Your brother’! Jeffries replies that he doesn’t have a brother anymore, that his brother died when he killed his best friend.
‘A pretty figure of speech, Madison!’ sneers Scramble, and when the smoke begins to clear, they see Omega, disfigured further by the explosion and the demented creature reveals that although he is hurt, he survived the blast and he suspects Madison intended him to. ‘Heroes! You’re all so moral! So predictable!’ Vindicator, Jean-Paul, Sasquatch, Jeffries, Puck, Purple Girl, Manikin and his other selves all watch and listen as Omega tells them they are laughable, which is why, in the end, he will win, because they cannot bring themselves to slay the very creature who will not rest until he has absorbed them all.
‘Shut up!’ shouts the Purple Girl, and immediately, the big glob of flesh is silent, and very purple. Heather asks her what she thinks she is doing, and Kara replies that she is tired of listening to ‘this maniac monster’ and declares that he has nothing to say until he undoes some of the evil he has caused. She reminds everyone that Omega is in her power now and will restore whoever she tells him to – starting with whoever he transmutated first.
As Jeffries emerges from the Box armor, he lands on the floor, for his body was horribly disfigured by Scramble. Heather is shocked at what has happened to the man she likes, and Wanda is astonished at how someone could do this to his or her own brother. Heather rushes to Madison’s side and touching him, she exclaims that they never knew he fought on inside the armor despite all the pain he was in. ‘I fight in pain every moment of my life, but Heather never notices!’ Judd depressingly tells himself.
Kara begins to cry and says ‘You did that to the man who has been like a father to me? Fix him Omega! Put him back together, you inhuman, insane…do it monster, now!’ Omega is forced to comply, and one of his tendrils touches Jeffries, returning him to his normal self. Jeffries asks about Bochs, but Omega replies that nothing remains of his mind to restore. Heather realizes that Lionel murdered Roger, and asks what they are to do now. Jean-Paul reminds everyone that they came to commit Bochs and suggests that they do the same to the criminally insane Omega.
Sasquatch asks what kind of facility could cure or contain him, and Kara declares that there is no place, that only her powers hold him harmless now. Judd tells everyone that they cannot expect the Purple Girl to devote her life to standing guard over Omega. Heather suggests that some kind of special cell could be built, but Madison tells her that she is dreaming, and that it is what Omega is counting on, that they will be too moral to do what has to be done.
Jeffries reminds everyone that his brother almost destroyed Alpha once, as Scramble, but they thought he was cured, only he wasn’t. It was then that he became Omega, he thinks they could never trust that any doctor could cure him again, and of the rest of their lives they would have to live with the fear that Omega could absorb his keepers, and then unleash his powers on the world again. ‘What are you suggesting Mr. Jeffries?’ Heather asks.
Running back to his Box armor, Madison exclaims that since he is not willing to be his brother’s keeper, ‘I gotta become his destroyer!’ He leaps into his armor and adjusts its form, adding a large canon to it, he doesn’t hesitate in firing it at the fleshy mass that is his brother and best friend. Alpha watches again as the smoke clears, and as the forlorn Madison Jeffries leaves the building.
Whit suggests to Kara and his other selves that they should clean the lab, as Jean-Paul declares Alpha Flight should better find his sister, who has been missing since the battle began. Jean-Paul begins to cough uncontrollably, and holding his wound he crouches over. Vindicator asks him what is wrong, and finally, Jean-Paul reveals to his teammates that he is dying.
He reveals that all of his body systems are breaking down, and that he was apparently already ill when Pestilence sensed the disease within him and exacerbated it. Jean-Paul admits that he insisted they bring Bochs to see Scramble hoping he would cure him, ‘but now that hope has been shattered!’ With that, Jean-Paul falls to the ground, unconscious. Heather rushes to his side and orders Sasquatch and Puck to search New Life and find Aurora and to tell her that they need to get her brother to a doctor.
Vindicator’s cry echoes throughout corridors in New Life, all of which have been plunged into darkness as a result of the battle with Omega. But deep within New Life, four glass tank have been shattered, the beings that were held in them long gone. Aurora sits in that same room, she asks the Sisters of Madame Dupont’s School for Girls – not that they are there – how the song they sang to ease her fear of the dark went.
“One flew east, one flew west, one flew over the cuckoo’s nest!” By the time Alpha Flight reaches the chamber, they will find Aurora sitting hugging herself in the darkness, singing that same song, over and over again.