Mansion Alpha, the home of Canada’s premiere super hero team Alpha Flight, has been destroyed. The roof is gone, and the mansion gutted. Smoke billows from what is left of the once grand mansion. But help has arrived, albeit too late, in the form of Wolverine! The former Alphan enters the ruins, recalling that he had a feeling he might have been too late when the mansion’s defences didn’t question his approach. He snarls and tells the long-dead James Hudson that he hopes he is happy, for it now seems that one of his creations has destroyed his super team.
But as a small red and silver thing skits out in front of Logan, he picks it up, and though it look, sounds and smells mechanical, it feels alive. He pops one of his claws, ready to tear into the small armor, when suddenly it is not so small anymore and changes form, increasing in size, revealing to be the Alpha Flight member Madison Jeffries a.k.a. Box. Jeffries suddenly phases from the Box armor, disorientated he repeats ‘Outta my mind, outta my mind’ over and over again.
Wolverine slices a nearby water pipe, causing cold water to splash onto Jeffries, bringing him back to his senses. Jeffries looks up at Logan, who takes his jacket off and puts it on Jeffries. ‘Oh my god!’ cries Jeffries. Logan takes Jeffries by the shoulders and tells him that there is no time for tears, before asking what Bedlam did with - or to - the others. Jeffries looks at Wolverine and starts to ask him how he knew, but Logan cuts him off and tells him to just talk - so Jeffries begins his story, ‘It was a day like any other…’
(Flashback, earlier that day)
With no imminent peril facing Canada, Alpha Flight had scheduled a training session. From the control center of the training room, Jeffries tells his lover and team leader, Heather “Vindicator” McNeil Hudson that he wishes he was doing it with her instead of watching her. Heather reminds Madison that Alpha Flight’s training session doesn’t work like the X-Men’s Danger Room. Jeffries agrees, pointing out that the X-Men have a machine called Cerebro to make menaces for the X-Men to fight, but here, he has to make machinery into menaces for Alpha.
As Vindicator blasts some mechanical enemy, she tells Jeffries that that is the price he pays for being a transmutator of metal, and for being unable to manipulate machinery whilst inside the Box armor. ’I’ll give you a private workout later!’ Heather tells Jeffries before reminding him that she currently needs to evaluate the combat readiness of the Beta Flight trainees.
Young Whitman Knapp a.k.a. Manikin calls to his teammate and girlfriend Kara “the Purple Girl” Kilgrave, warning her to look out as one of Jeffries creations approaches to grab her from behind. Whit knows that Kara’s mind controlling powers have no effect on machinery, but he has his own way to help Kara, by summoning his past and future selves to protect her. With that, Apeman, Highbrow and Proto spring forth from Whit and rush to Kara’s protection.
Alpha Flight’s Albino Sasquatch, Wanda Langkowski currently finds herself tied up thanks to Jeffries machinery and asks ‘Four-in-One’ for an assist. Manikin tells Sasquatch that it is not she who needs the services of his other-selves and tells Kara that his past and future is at her service. The Purple Girl frowns and tells Whit that if he is implying just because her powers don’t work on machinery means she is helpless…Whit tells her he was trying to prevent her from getting hurt.
Suddenly, a robot pops up behind Whit and knocks him to the ground as Kara tells him he should have kept his cavalry in reserve for himself. ‘But don’t worry kiddo! The Purple Girl will protect you!’ Kara exclaims as she runs over to Whit, and uses her powers on his past and future selves, enabling her to order them to take out the robot, which Highbrow does, teleporting him away. Everyone crowds around Kara and Heather congratulates her on fast thinking. Kara mocks Whit, who rubs his head and tells Kara that it never occurred to him that she might be able to control his other-selves.
Heather flies up to the control booth where Jeffries is and waves to him behind the window, telling him he gives good training, before smiling and reminding him of that private work out she told him about. Jeffries smiles back when suddenly, the floor of the training room rumbles, and the ground is shaken up and broken. Whit tells Jeffries that he thought training was over, to which Jeffries replies it is as he quickly phases into his Box armor - only to be blasted upwards through Mansion Alpha’s roof and into the air.
Arming himself, Box is shocked that Mansion Alpha has been blasted open, and begins to scan for survivors, and registers eight life signs in the mansion when there should only be seven. He flies back down to the combat room, wondering who the eighth person is - and he is shocked at what he sees. ’My creator called me Bedlam the Brain blast!’ declares the hideous being who is holding onto a badly wounded Heather, as the others lie scattered around his feet.
Bedlam lifts everyone up telekinetically telling them to prepare themselves for a long journey, as Box flies down and tells him that he is not taking Alpha Flight anywhere. ‘Oh, but I am’ replies Bedlam who strikes Jeffries with a telepathic blast. Jeffries screams, and begins to cry ‘Outta my mind’ over and over, as he transform his Box robot into a small box, for protection.
Logan understands that Jeffries had to reduce himself into a small box for protection, by closing his mind, Bedlam could not kill him. Forlorn, Jeffries realizes that Bedlam must have taken the others, but wonders where and why it is that he attacked Alpha. He asks Logan what it is that Bedlam wants, to which Logan replies as he leaves the ruins of the mansion ‘Revenge - on a dead man’. Jeffries phases back into Box, and follows the X-Man.
Meanwhile, in the Arctic Circle, a sprawling complex was not here yesterday. Inside, Vindicator, Sasquatch, Manikin and Purple Girl are trapped, as prisoners of Bedlam, along with four other people. Sitting on his throne, Bedlam tells his “guests” that it is time to know each other - and he rips into their minds, displaying events of their pasts.
(Flashbacks over the course of various time periods)
Vindicator: Heather Hudson started out as a mild mannered secretary, before marrying James MacDonald Hudson, a.k.a. Guardian, leader of Alpha Flight. Though Heather remained behind the scenes for much of Department H’s early history, she would eventually lead Alpha Flight, after Mac’s death. First, with only the power to lead, but later, with a battle suit of her own, as Vindicator.
Freakout: He was a singer - until he became hideously deformed. He was taken to Doctor Lionel Jeffries at the New Life Clinic to be cured, but Jeffries was also known as the villainous Scramble! Held prisoner, Freakout eventually escaped - only to be captured again, this time, by Bedlam!
Sasquatch: Doctor Walter Langkowski, one of Alpha Flight’s greatest members, Sasquatch served as the backbone of the team - until he died. His mind however roamed aimlessly through a dimensional void, eventually enabling him to return to life in the body of the recently deceased Snowbird - with one major difference, Walter was now a woman.
Janus: A painter, somehow driven mad, Janus was brought to Lionel Jeffries, who found better things to do with him than cure him, and Janus was eventually caged, only to break free with several others. His freedom was not long, as he was soon recaptured, this time, by Bedlam.
Purple Girl: Kara Kilgrave was a normal girl - until she suddenly turned purple. The daughter of the criminal Purple Man, Kara at first used her powers for personal gain, and kidnapped Northstar, whom she had a crush on. Despite misgivings, Kara was inducted as the first member of the new Beta Flight, under the watchful eye of Heather and Jeffries.
Breakdown: She was a mother and a wife, until domestic pressure got to her and activated her latent powers. She was brought to Dr. Jeffries at New Life, but he could not do anything with her, and caged her. Free of the straight jacket, but still a prisoner, she broke from the cages, only to be picked up by Bedlam.
Manikin: A handsome young intern, Whitman Knapp was thrilled to be working with someone he admired, until Whit became suspect of Dr. Jeffries’ malpractice. This caused the irate Scramble to use his flesh-changing powers on Whit, activating his latent mutant power. Helping Alpha Flight out when they faced off against Scramble, Whit revealed he could summon past and future selves, and he became the second member of the new Beta Flight.
Goblyn: A frightened young girl, sometimes vanishes and is replaced by a ferocious grey “Goblyn”. She was brought to the New Life Clinic, caged with others, and broke free with others - only to be captured by Bedlam.
Bedlam exclaims that Canada has cultivated ‘quite a crop’ of super beings since his incarceration and informs them that they shall get to know each other very well soon, but as he lifts Vindicator up apart from the others, he tells her that it is her thoughts that interest him the most, especially as they reveal she may be a living link with his creator…Guardian!
(Flashback, as seen in Alpha Flight (first series) #52, takes place before the Alpha Flight Special)
Mac tells Logan that funding for Department H is on the line, and reveals that if he cannot locate super beings soon, then he may have to create some!
The immobile Vindicator wonders if Mac created Bedlam like he created Wolverine. ‘Was my late husband that mad?’ Reading Heather’s thoughts, Bedlam leers down at her and tells her that yes Hudson created him, freeing his latent powers of the mind over matter of a condemned criminal.
(Flashback, takes place after the flashback in Alpha Flight (first series) #52)
A wounded Mac struggles on the ground as Bedlam hovers over him. Wolverine rushes to Mac’s defence, reminding him that he told him a leopard wouldn’t change his spots, which is exactly the case with the prisoner from Nova Scotia he enlisted to be part of his super team - Bedlam. Logan slashes at Bedlam, who knocks him back with a telekinetic blast, boasting that he can attack the wild beast from his mind.
Mac gets up and blasts Bedlam with some electromagnetic energy, exclaiming that he will not let one of his creations destroy another. Telekinetic fury meets electromagnetic power as the two men face off against each other. Calling Mac “Creator”, Bedlam tells him that because he prides himself on his intellect, his mind is therefore the most vulnerable of all.
Bedlam reveals that somehow, Hudson defeated him, and he was then placed inside the life support cocoon and forgotten about. But that was until Gary Cody, Alpha Flight’s bumbling government liaison inadvertently set him free. Bedlam tells Heather that Cody’s secret spying into Department H files led him to believe that he could recreate Hudson’s experiment, in creating for Canada super beings that the government could control themselves - and Cody paid for his error with his mind. Heather tells herself that Gay was Alpha Flight’s friend - or so they thought, but she knows that neither he, nor Alpha’s own government really trusted them. She decides that should Alpha Flight survive this, then they will sever all ties with Canada.
Bedlam grabs Heather fiercely at her throat and tells her that she will not survive, for Guardian created him, essentially making him the child that she and Guardian could never have. ‘No!’ cries Heather, before Bedlam jibes her, declaring that Mac would have killed his only son.
Bedlam telekinetically lifts all of his prisoners up as he exclaims Heather’s memories tell him that Guardian is dead, therefore he will have to revenge himself upon Guardian through Heather - his “mother”. Bedlam tells Heather that her fate will either be to die, or live subservient to him. His evil voice cackles that the question shall be determined by how well Heather and Alpha Flight fare against the four super beings whom he has named the Derangers. Bedlam exclaims that the two super teams will fight for the privilege of becoming the core of his new master race - the epitome of his father’s dream.
Vindicator tells Bedlam that he is mad, that Alpha Flight will not battle another super team because he decrees it. ‘What makes you think you have a choice?’ laughs Bedlam as the mind-controlled Derangers attack Alpha Flight. Heather’s mind is a blur, trying to sort out so many images, as she realizes that Mac would have probably tried to recruit the Derangers into Alpha Flight. She remembers that all of their thoughts merged when Bedlam ripped their minds open and exposed them to his brain-probe.
She sees Sasquatch fighting the one called Freakout, who was a heavy metal rock star before drug abuse fried his mind, and as Heather sees Sasquatch tearing at the muscle-man Freakout, she realizes his brain no longer registers the pain inflicted on his body. Heather sees Manikin go up against Janus, who would have become a talented painter if the psychopathic side of him did not disrupt his creativity. Able to create a duplicate of himself, Janus took the name of the two-faced Roman god. One of the Janus’ holds his own against Manikin’s past and future selves, while the second Janus knocks out Whit with one kick.
Heather turns to the older female Deranger, Breakdown, whom Heather knows was a Canadian housewife, until domestic pressure activated her latent powers and she broke down - literally. Heather witnesses Breakdown’s power first hand, for the woman is a living energy cluster bomb, and she unleashes an assault on Heather. Heather’s force field is nearly shattered, but after receiving a barrage, she flies away from Breakdown, who needs time to reconstitute herself.
Looking towards the Purple Girl, Heather is most worried about her, for the seemingly harmless child she is trying to comfort - is Goblyn! As Kara places a hand on the little girl, the girl vanishes and is replaced by Goblyn, the most terrifying Deranger of all.
Heather blasts Breakdown, recalling that the Derangers were originally assembled by Scramble, as they were psychiatric patients brought to his New Life Clinic. It was when Scramble became Omega and was busy fighting Alpha Flight that they escaped - only to be found and forged into a fighting team by Bedlam. Heather doesn’t think that the Derangers are responsible for their actions, any more than Alpha Flight are. She realizes that whatever team wins the battle, ultimately loses by becoming Bedlam’s slaves in the end. Bedlam’s mental powers suddenly alert him to the arrival of new players for his “game”.
Wolverine’s small plane glides downwards in the snowy sky, Logan asking Jeffries if he has a fix on the others. Jeffries replies he does, to which Logan thinks that Bedlam must want them to find the others. Box asks if Bedlam is that powerful, before realizing he must be, and asking Wolverine how he knew about Bedlam in the first place. Logan scowls as he informs Box he was there when Hudson created him, adding that when the experiment blew up in Hudson’s face is when he quit.
Box asks if that is the reason Logan left Department H to become a free agent before joining the X-Men. Logan replies that it was one reason, and that the other was Heather. This surprises Jeffries, who wonders if Logan loved Heather while she was married to Mac - and does he still? He thinks that Logan must, which would explain why he has returned to rescue her. However what concerns Jeffries too, is how Heather feels about Logan - and where it leaves himself in all of this.
Wolverine looks at Jeffries and smiles, admitting to him that after Mac died he was hoping Heather would find somebody who was worthy of her, and though he thought it would be Puck, he realizes he cannot be right all the time. Jeffries is again surprised and asks Logan how he knew. Wolverine reveals that Heather drops him a postcard now and then, and congratulates Jeffries, before telling him that Mac and Heather were family to him when he had no one, but since he left, he found another family in the X-Men.
Logan declares that Bedlam is part of his past - like Heather and Mac - and reveals that Mac set an alarm to notify him should Bedlam ever wake, figuring that he would answer it. A sensor goes off on Box’s armor and Jeffries informs Logan that they have arrived, to which Logan snarls and tells Box to get ready - and as if on cue, Bedlam uses his powers to blast the plane, then declaring that he no longer detects their minds.
However, Madison had configured his armor into a plane, and with Wolverine inside, dives down into the snow. Jeffries returns the armor back to his default form and Logan jumps out from a compartment inside. One is now more machine than man, the other more beast than sentient being. By burying their minds, they hope their approach to the complex will go undetected by Bedlam, as the duo rush furiously to the rescue of Heather and the others.
Meanwhile, back in the complex, Sasquatch finds herself ripping Freakout to shreds - and yet she cannot stop herself, Bedlam is making her do it. She knows that even if he cannot feel the pain, it is only a matter of time before she kills him - unless…Sasquatch suddenly reverts to her human form, Wanda Langkowski - a form that cannot hurt Freakout. Wanda falls to the ground and turns to Freakout, who stands over her, fists raised in the air ready to strike. Wanda tells him it is his move, but Freakout halts, causing Bedlam to rush over, commanding Freakout to finish Wanda.
Across the complex, the Purple Girl runs from Goblyn, who is quick on her heels. Kara’s mind manipulative powers have no effect on Goblyn, and she is too scared to think of a plan, but knows she has to. As she runs towards Janus, she sees Manikin in worse shape than she is, and shouting ‘Get off of him two-face!’ Janus falls under Kara’s possession and leaves. Kara tends to Whit who thanks her, but Kara tells him not to thank her, but save her as Goblyn leaps towards her.
Highbrow, Proto and Apeman suddenly appear and Highbrow teleports Goblyn away. ‘My hero!’ cries Kara as she hugs Manikin. Turning around, Manikin sees that they are still in trouble as Breakdown is preparing to unleash more energy upon them - just in time Vindicator flies past, crying ‘Teamwork Betans!’ and knocking Breakdown back with her electromagnetic powers and telling the Purple Girl to freeze Breakdown in her harmless state, which Kara does just in time.
Heather points out that the tide is turning, for Bedlam cannot control them all at once, therefore he could not prevent Alpha Flight from immobilizing Breakdown and Janus. Bedlam takes everyone in a telekinetic grasp as Heather exclaims he is powerless over the mindless Freakout and Goblyn, adding to that he has to try and fend them off while keeping Alpha from attacking them. Heather orders the heroes to keep at Bedlam, to not give him a minute to think.
Bedlam reveals that his brain-blasts affect matter as well as minds, as Wanda finds out when the floor transforms into tendrils and ensnares her. But Wanda it seems has an admirer, and champion, in Freakout, who comes up behind Bedlam and punches him. Bedlam tells Freakout to never raise a hand against him again - but Freakout punches him again, drawing blood this time. Bedlam knows that in his berserker state, Freakout has no mind to control, nor can his body feel pain - but it is not to say he cannot be killed, and Freakout soon finds several stakes telekinetically shoved throw his body.
Bedlam asks the heroes why they are stunned and reminds them that only those who were suitable to be his servants would survive the test. Suddenly, Goblyn comes up behind Bedlam and rips her sharp claws down his back. Bedlam cries out in agony as Heather flies forward, pointing out that Freakout and Goblyn have given them precious time to mount a new attack. Bedlam quickly heals himself, pointing out to Vindicator that as he heals his own body he can just as easily destroy another. He blasts Breakdown, killing her, before turning to Janus who called out to Breakdown. He tells Janus to save his mourning and save themselves - turning the split personality of Janus against one another.
Bedlam immobilizes Alpha Flight so they cannot help Janus, only stand and watch in horror, when suddenly, Wolverine and Box blast their way into the complex. Bedlam exclaims that he thought he destroyed them as Wolverine attacks him with his claws. Beldam tries to fend them off, realizing that they have buried their minds so that he was unable to detect their approach. Beldam informs them that he may not be able to control them, but he can still turn everything in the complex against them, and sends shards of equipment flying up at them.
Heather looks at Jeffries and Logan and wonders what Logan is doing here, before realizing she doesn’t want him to find out that Mac created both him and Bedlam. Bedlam was reading Heather’s thoughts and tells her that if that is what she believes then she is in error, before telling her he does not care if he reveals the lie and shocks Wolverine out of his berserker state. Bedlam does just that, turning to Logan and asking him why they should fight when Hudson made them both on the lathe of his ambition.
Wolverine is indeed shocked out of his feral state, and asks if this is true - to which Bedlam wickedly tells him it is not, but taking possession of Logan’s mind, orders him to kill Box. Unable to act, Heather wonders if she was indeed wrong - that Mac didn’t create Wolverine, that he didn’t take the wounded man, tear him apart and lace his bones with adamantium. Heather is furious and realizes that she had no reason over the long lonely months recently passed to loathe the memory of the man she loved. She tells Mac that she is so sorry, fearing now that her mistake may have doomed both Wolverine and Box.
However, Heather remembers that Mac once defeated Bedlam, but how? Mac’s power was no greater than hers is now. Box defends himself from Wolverine’s savage attack by smashing him in the back, as Heather recalls that Mac was nothing more than a mere mortal wearing a battle suit, like she is - but a battle suit that is manipulated by his own mind. ‘That’s it! Bedlam only immobilized my body!’ she suddenly realizes this and flies towards the startled Bedlam after Logan claws Box.
Furiously, Heather tells Bedlam that he commanded her body to be still, but forgot to forbid her mind from ordering her battle suit into action! She adds that even if he takes over her mind now, the suit is on auto-power and she will keep smashing at him until one of them is destroyed. She flies straight into Bedlam knocking both of them to the ground. Suddenly, Bedlam’s face is replaced by that of a young girl, who calls Heather “mother” and tells her that she surely cannot allow her battle suit to kill her daughter.
Heather hesitates for a moment, wondering if the convict Mac turned into a monster was a woman. But she sees past it as a lie, an illusion meant to weaken her will. Suddenly Bedlam regains his power, leaping up, he pulls the ground up to knock Heather back and declares that all is fair in love and war. He attacks Heather’s mind again, but Heather tells him that he cannot stop her battle suit.
Heather is trapped in tendrils as Bedlam grins wickedly and tells her that it is a shame, for despite her personal powerlessness, her command of her husbands invention would have made her a formidable addition to his team of super slaves. But Bedlam shouts that he is left with no choice but to tear Heather and her battle suit apart. Heather gasps for breath, but manages to choke out ‘Monster, if I die, I’m taking you with me!’ she blasts her way free, before unleashing a plasma blast, point blank at Bedlam’s head.
It is soon over, Vindicator, Wolverine, Jeffries, Wanda, Manikin, Purple Girl and Goblyn remain standing, while Bedlam, Freakout, Janus and Breakdown lie broken on the floor. Goblyn suddenly leaps out of a window before Kara hugs Manikin and exclaims that she wants to go home. Box points out that they have no home to go to, as Mansion Alpha has been destroyed, to which Wanda jokes ‘There goes my inheritance’.
Everyone turns to Heather and Wolverine, as Logan points out that this complex seems as good as any, for at least they will not have any unwelcome company dropping in. Heather is taken aback at the idea of setting up house in the North Pole, but decides they will consider it after the double-dealing of the Canadian government. Wolverine tells Heather that in the mean time she will not need him any more than she needed him to help defeat Bedlam.
Logan tells Heather that she is a good leader - one of the best - and that Mac would be proud. Logan reminds everyone that his plane has been destroyed so he needs to get started on his journey back to New York, when Manikin steps forward and calls to Highbrow, who teleports Wolverine home. Heather waves goodbye and thanks Logan.
Box asks Heather as she takes off her visor and looks at him if she has any regrets. Heather smiles and tells Jeffries that Logan and she were never more than friends who loved the same man, he like a brother and she like a wife. Jeffries emerges from the Box armor and Heather declares that she can now let Mac rest in peace, and as they embrace each other, she can start to love again.