Space…where Canada’s estranged super hero team, Alpha Flight, are inside the now giant sized Box armor, careening into the unknown, screaming as it goes. Team leader Heather McNeil Hudson a.k.a. Vindicator asks Sasquatch ‘what on Earth is happening?’ ‘Nothing on Earth!’ Wanda Langkowski replies, before reminding Heather that they blasted off Earth when Box consumed the metal mass of Bedlam’s complex and converted part of himself into energy to destroy Tundra, and since they were all inside Box, at the time, they blasted off into space with him. Wanda points out that the shock of being transformed into a giant spaceship seems to have driven Box mad, and suggests that they have to bring him back to his senses, or else gain control of the ship some other way, or they may end up lost in space.
Vindicator points out that Box is their friend and teammate, not to mention her lover, and asks Sasquatch what “other way” she has in mind. Suddenly Goblyn, the recent recruit into Beta Flight howls and starts to run around inside the ship. ‘Just what we need at a time like this!’ Wanda mutters as the young mutant runs around. ‘Heel!’ Heather calls to Goblyn, before joking that the next time she lets an animal join Beta Flight she will insist on obedience training first. Sasquatch follows Goblyn as she starts to run from this part of the ship, declaring that they cannot let her get away, as there is no telling what havoc she could wreck amongst the Boxship’s circuitry should she decide to cut loose with those claws of hers.
As Vindicator flies after Goblyn she declares that she hates to be an “I-told-you-so” about Goblyn being too bestial to be allowed to join them, but… ‘I told you so!’ Sasquatch dives to catch Goblyn, but just misses, and reminds Heather that Goblyn is more than a mindless beast, for she is somehow linked to her autistic alter-ego, Laura Dean, who has disappeared along with the Purple Girl, just seconds before Tundra was about to crush them both.
Heather asks if this means they have to put up with any erratic behavior that the creature cares to inflict upon them until they can learn the fate of the missing Purple Girl? ‘No way!’ she exclaims as Goblyn shreds her way through part of the Boxship. Suddenly, a loud scream is heard, and as Whitman “Manikin” Knapp wakes from his near-death experience at the hands of Somon the Artificer, he asks what the sound was. Heather realizes it is the Boxship screaming as Goblyn ripped into him. Manikin points out that just as Box was a living robot, he is now a living star ship. As Vindicator and Sasquatch follow Goblyn, Heather points out that Jeffries is also the first man she has been able to love since her husband died, and boasts that she does not intend on allowing him to get hurt.
Sasquatch points out that Goblyn has located corridors running inside the hull, which appear to be leading toward the Boxship’s brain. Amidst the coiling, pulsing of veins and circuitry, she stalks, every sense alert. Goblyn is hunting - but what? Soon though, Sasquatch and Heather find that they have lost Goblyn. Wanda tells Heather that they may lose themselves in her boyfriend, as this place is ‘like some huge metallo-organic maze’. Heather points out that Box is a living robot, and reminds Sasquatch of how after Jeffries studied the layout of the complex, then absorbed it into his Box armor. Heather supposes that perhaps absorbing so much mass added to the shock of warping into space that unbalanced Jeffries mind. ‘Small wonder - or should I say big wonder!’ mutters Wanda. Vindicator tells Sasquatch that they should say as little as possible and concentrate on tracking down Goblyn.
Meanwhile, Manikin holds himself up with the help of part of the Boxship while thinking that he didn’t want to avert Vindicator’s attention by reminding her that he was wounded in battle with the Great Beasts, as Somon spared him like a fish! Whit recalls how his icy metaphysical fingers seemed to freeze dry his soul, or rather souls, as his three other-selves are aching from the attack also. Whit supposes that the reunification of all shattered souls can combine to make one whole soul, and despite his pain he absorbs his past and future selves back from whence they came. Whit is free from any pain, but he knows that the Boxship is still in pain. He reminds himself that he is a doctor, supposed to be trained to alleviate pain, yet there is so much he doesn’t know about his skills…’how do you operate on a machine?’
Elsewhere in the Boxship, Goblyn skulks through a long corridor, lined with tanks, each filled with small red fish-like creatures. Goblyn looks in one of them, and when one of the creatures bares its jaws at Goblyn, the young mutant returns in kind, before slashing the tank with her claws, setting the fish-like creatures loose upon her.
Goblyn’s attack on the tank of course was felt by the Boxship who screams. Heather and Sasquatch suppose Goblyn has attacked him again, when suddenly, the red fish-like creatures attack them, as do several larger robot-like creatures. ‘We ain’t the only passengers on this flight!’ shouts Sasquatch as the creatures bite into her.
Elsewhere still, ‘Laura, where are we?’ asks the Purple Girl as she holds the younger mutant’s hand walking through strange surroundings. Laura Dean informs Kara that this is the place Goblyn sends her to when danger threatens out in Deadworld. Kara asks what Deadworld is, and Laura explains that it is what they call her world, because all it has ever shown them is pain and death. Kara asks if they have a name for this world, and Laura reveals it is called Liveworld. Kara exclaims that is sort of a psychedelic Disneyland. She tells Laura that it is no wonder she curls herself up in her reality, as compared to this place, Earth must seem very dangerous. Laura exclaims that that is why she likes it here, for nothing ever tries to hurt her. Little does she know, a mysterious pale-skinned green-haired woman is watching the two mutant girls through a looking-sphere.
Back on the Boxship, Heather unleashes a plasma blast on the creatures, and keeping the Alpha Flight tradition of cracking jokes while in the middle of battle, she declares ‘All right contestants, I’ll award a 1988 Pontiac Fiero to the first person who can tell me what these scuzzuglies are and where they came from!’ ‘Is the contest open to members of the team?’ Wanda asks. ‘No restrictions!’ Heather replies. Ripping up the floor to shield herself from the creatures, Sasquatch declares that as to what they are, shall call them “Bedlamites”, after their creator, Bedlam. Sasquatch wraps the creatures up in the floor, before following Vindicator as she flies around a corner.
Heather points out that Bedlam is dead, she blew his head off, Sasquatch knows this, but reminds Heather that Alpha Flight inherited Bedlam’s complex, and had little time to explore it before Box absorbed it, and contained all of it. Therefore, Wanda assumes the Bedlamites to be organic experimentations Bedlam whipped up in quest of his master race. Heather asks why they would be attacking them, to which Wanda supposes they are an integral part of Boxship, and they must invade Alpha as invaders, vying for control of the Boxship’s brain.
Meanwhile, Manikin suddenly finds some tunnel open up before him, and jokes that he should have administered a general anaesthetic before he started operating. Whit is pulled up through the tunnel and carried over the vast distance of the Boxship, only to be spat out at the end - the and gazes up at the huge brain of the Boxship. ‘Far out!’ However, as the trained medical eyes of Whitman Knapp gaze over the large brain, he soon discovers that it is under attack by a massive and very malignant tumor. He supposes that it more than anything must be causing Jeffries’s madness. But he wonders next how he is supposed to operate on it when he is stuck behind a lattice-wall and not able to get to it.
Suddenly, Goblyn comes careening into the room the brain is held in, fending herself off from the Bedlamites she unleashed. Whit gets her attention and calls her over, asking her if she remembers him, her teammate. Goblyn lets out a low growling sound, to which Whit tells her that if she doesn’t remember then it is okay too, but she breaks down the lattice-wall and frees him. As Manikin runs towards the brain, he remarks that perhaps Goblyn understands more than any of them actually thinks she does. Whit asks Goblyn if she sees the big black mass on Box’s brain and tells her that it is a malignancy that has to be delicately removed.
Goblyn leaps onto the brain, and howls as she begins shredding the mass apart. ‘I’m sure the head of surgery at Ontario General would admire your subtlety’ Whit jokes, before witnessing some creatures leaping out of the shattered tumor - ‘nasty little cancer cells!’
Jeffries screams again, causing Heather to wonder how much more he, and she for that matter, can take. Heather flies towards the sounds of the scream and boasts that if Goblyn is responsible for his pain then she is going to regret the day she was born!
However, as Heather flies into the room with the Boxship’s brain, she sees organo-creatures attacking both Manikin and Goblyn. Whit calls to Heather, revealing that they are cancer cells trying to destroy Box’s brain. Heather calls them Bedlamites and tells Whit that they want to make the ship their own. Manikin informs Heather that Goblyn made the creatures show themselves, but that now she is indiscriminately hacking away at both the cancer cells and Box’s healthy grey matter. ‘Then she’s got to be stopped!’ declares Heather, raising a plasma-blast charged hand to the direction of the young mutant.
Without hesitation, Whit pulls Heather’s arm away, declaring that although he may be a ‘junior partner in this firm’, he asks Heather if she has lost it, pointing out that for all they know, the Purple Girl may be inside Goblyn. Heather realizes that she cannot blast Goblyn therefore scrapping an uncontrollable wild-child whom they are going to ever regret welcoming into Alpha Flight, so instead she must get Goblyn caged! Heather accomplishes that task by creating a plasma-funnel formed from energy channelled from her battle suit, leaving Alpha Flight’s leader to face the infected brain of her lover.
Manikin tells Heather that she has to destroy the cancer before it spreads, but without harming the healthy brain-mass. ‘I’m no surgeon!’ Heather snaps back, but nevertheless, she unleashes her plasma-bursts against the cancerous cells with surgical precision. When Heather accomplishes her task, Whit points out that there is still the tumor itself to destroy, to which Heather asks what would happen if she cut too deep. Whit’s reply is that there may be major brain damage.
Heather does not hesitate in unleashing more electromagnetic energy, pouring it on at the tumor, when it is over, she asks Whit if she has turned the man she loves into a vegetable. Whit informs Heather that he cannot tell without getting closer, so Heather flies him right onto the brain. Holding some part of the brain in his hand, Whit reveals that it is no good, for while Heather destroyed the surface tumor, the cancer has spread inside the brain. ‘Then get ready to operate, doctor!’ exclaims Heather as she picks Whit up and flies down inside the brain with him.
Manikin helps Heather by pointing out everywhere that she needs to attack with her plasma-blasts, and when Heather has finally destroyed all the cancer, Whit tells her that no surgeon could have done better. Heather asks if they are done, to which Whit points at a large mass in front of Heather and informs her that from what he can tell, that is all that is left. However, as Whit notes, it appears to be attached to the area of the brain most associated with the personality. Yet, if it is destroyed, then Jeffries is cured.
Heather realizes that if she fails, then the Bedlamites will takes over Jeffries’ mind and the ship, dooming them all. ‘Do I have any choice?’ she asks, when suddenly, Jeffries calls to her. ‘Help me, Heather!’ Jeffries screams. Heather tells him that she is trying to help him, but that she doesn’t want to destroy him. Jeffries tells Heather that the things are destroying his mind, and if she continues to hesitate there will be nothing left of him worth saving. That is enough answer for Heather and she unleashes the full force of her plasma power, and Jeffries screams.
Still battling the Bedlamites, Wanda is relieved when she receives aid in the form of the Boxship as it uses its own defences to blast the Bedlamites. Wanda thanks Jeffries, who tells her that she is welcome. Manikin smiles and tells Vindicator that it is okay, that she saved Box - saved them all. Crying, Heather realizes she did.
Moments later, Heather, Sasquatch, Manikin and Goblyn who is still in her plasma-cage, enter the bridge of the Boxship. Sasquatch motions to the seat in the middle of the room and tells Heather it is her patient and that it looks like he has made a full recovery. Jeffries, who has transformed his regular-sized box armor into a seat asks Heather if she cares for a seat, as it looks like she could use a rest. ‘Now, maybe we can discuss your bedside manner, doc!’ Jeffries declares as Heather jumps into his seat. ‘Discussion is not what I had in mind!’ Heather replies.
Jeffries asks Heather what it is she would prescribe for a fully cured spaceship, and Heather lifts his faceplate up and exclaims ‘This!’ before they kiss. ‘Yuck, you taste like motor oil!’ Heather then declares. Manikin interrupts Heather and Jeffries and asks if since the danger is past, they might be able to get his heartthrob out of Goblyn. Heather informs Whit that if she knew how, then she would, and promises to work on it once they are back home on Earth. She asks the Alphans if they are ready, they reply they do, and Heather declares ‘On my command…Warp!’