He has been here for a while now, around him, the world shifts and changes according to his moods. He has learned not to trust what his eyes tell him, for this place will create whatever his mind desires - or even worse, what his mind fears…even though this is not his world. That is why the light beyond the hill disturbs him. It is not something he could have created - so for the first time in months, Eugene Milton Judd is amazed - for below, is what appears to be the island of Manhattan.
Concentrating, he forces his will upon the sub-matter, and the earth beneath him takes shape, conforming to an image in his mind, becoming a giant telescope. Judd’s thoughts burn with curiosity, in this world of lies, truth is his holy grail. The view comes into focus, images sharpen. He sees the streets of the city empty, radiant windows looks into vacant buildings. But in one section, he sees flashes of light and flying debris, and his ears pick - up vague sounds of distant explosions.
He sees them now, super humans, locked in a fierce battle. He wills the telescope to become more powerful…and realizes that the people fighting for their lives are his friends - Vindicator, Sasquatch, Shaman, Box and Talisman - heroes known as Alpha Flight.
The Alphans have been here all day, trying to find a way back to their home, their real world. Even though this seems like their world, the differences are startling. For in truth, the super heroes of this reality have turned America into a fascist state, and now they are trying to kill Alpha Flight.
As she battles Iron Man, leader of Alpha Flight, Heather McNeil Hudson, a.k.a. Vindicator feels the most pressure. It is her responsibility to get everyone home safely, but that seems impossible now.
Elizabeth Twoyoungmen the phenomenal Talisman, is the only one who can find the way back to Earth, and it is her fault that they have become trapped here. Talisman’s survival is Alpha Flight’s only hope of escape - but as she seems to struggle against the Human Torch, that may be easier said than done.
Madison Jeffries, the man in the Box armor is furious and his circuits blaze with electromagnetic rage as he fight the Thing, for only minutes ago, his ex-girlfriend, Diamond Lil, was carried off by the enemy, and he is determined to get her back at any cost.
Talisman’s father, Michael “Shaman” Twoyoungmen, battles Thor and Cyclops, and he is worried, for this is not his world, and he is afraid that his powers will fail him at the worst moment.
As Sasquatch goes toe to toe with the Hulk, he just wants to bust some heads, so Walter Langkowski lunges at the Hulk - but is knocked back by the Hulk’s incredible strength, and claims that there is no one stronger than him. Sasquatch is thrown through a wall, and the Hulk follows him in, telling him that it is time to die. ’If you say so, ugly!’ exclaims Sasquatch, knocking the Hulk off his feet and engaging him in battle again.
Vindicator flies towards Iron Man and asks him why he is trying to kill her team, when all they want to do is go home! Iron Man tells Heather that he knows she is planning to overthrow their government, and blasts her with his powers. Stunned for a moment, Heather gathers herself and tells Iron Man that if he insists on being blind to the truth, then she has no choice but to bring him down, and blasts him through a glass window and into a building. Rogue suddenly flies towards Heather and tells her to shut her trap, before punching her and sending her plummeting towards the concrete below.
‘It’s clobberin’ time!’ shouts the Thing as he rushes towards Box, who corrects him, ‘No, Thing, its “gravel making time!”’ Rock and metal clash, but the Thing gets the upper hand, knocking Jeffries to the ground and starting to bash his armor, boasts that he is going to turn him into tin foil.
Shaman has his own troubles, as his powers suddenly fade, Cyclops asks him if he has run out of steam. Thor points out that Shaman’s mystic weapon is obviously spent, and tells him that he will now feel the wrath of the gods. As Thor begins to swing his hammer, Shaman reaches into his pouch, asking Thor to wait, as he has to - but it is no use, as Thor hurls his hammer at Shaman, landing against his stomach, the aged Alphan is flung across the street. Examining Twoyoungmen’s limp body, Cyclops tells Thor that he messed up good, and suspects that he is dying. Thor agrees.
Talisman looks up as the Human Torch flies down towards her, suggesting to her that she give up, as her people are losing. Torch adds that if she gives up, they will not kill her. Talisman knows that her enemy is right, his side is too strong for her, but she senses that there is something wrong here, a feeling in the air, something about the way… her train of thought is interrupted when the Torch asks her what her answer is. ‘Torch…Freeze!’ shouts Elizabeth, unleashing a powerful blast of ice which covers the Human Torch and stops him in flight, causing him to fall to the ground and shatter. Suddenly, Talisman finds herself surrounded by more of the opponent, ‘Darling…that was one bad move’ declares Rogue.
Across town, Alpha Flight’s ally faces problems of her own, for she has just killed Spider-Man, and after making her getaway, she suddenly finds herself cornered by Wolverine and Colossus. Wolverine tells Lil that her luck has just run out, but as he lunges at her with his claws unsheathed, Lil dodges him, and kicks him across the rooftop. ‘Die!’ yells Colossus as his steel fist comes in contact with Lillian Crawley’s face.
Back on the hill top, Eugene Milton Judd, the former Alphan known as Puck, sees that all his friends are dying, so he casts his will into the winds of reality, drawing an image of wings, his thoughts are a fiery template, the ether molds into shape, and in seconds, his wish becomes reality, angel-like wings appear on his back. His emotions surge as he thinks of his friends, and like an avenging angel, he descends on the city, with righteous anger and a burning heart.
Back on the roof top, Diamond Lil is still fighting strong, but after getting pinned under Colossus, the Russian mutant thinks it funny how Diamond Lil is invulnerable, and suggests to Wolverine that they see how true this indeed is. Logan leans over Lil, his claws baring down on her, and tells Colossus to hold her down good, as he wants to see what his claws do to her face.
But Diamond Lil manages to jump up, knocking Colossus off her and kicking Wolverine aside. As Colossus comes back in for the attack, Lil’s diamond-hard skin smashing against his steel skin creates a shattering sound. Colossus suddenly cries out in pain, and his body begins to melt. Thinking she did something to him, Lil apologizes, but at the same time, Wolverine cries out too, and turning to look at him, Lil sees him in flames, and Colossus too becomes covered in flames.
Lil is confused, wondering what happened, when suddenly, ’I happened!’ cries Judd. Lil turns and looks up at the now-winged Judd and asks him who he is. Judd smiles and asks Lil if she doesn’t remember him, reminding her that she used to hate his guts. ‘Puck?!’ asks Lil, realizing that his voice is the same, but his body is different. Judd approaches Lil and points out that he is not the little dwarf anymore, but young and strong.
Lil asks Judd how, informing him that Madison told her he was lost in - Judd interrupts and tells her that it is a long story, and right now they don’t have time, as they have to help Alpha Flight. Lil agrees, before asking how he killed Wolverine and Colossus.
Puck reveals that he didn’t kill them, as they were never alive to begin with, explaining that this is a place of shadow substance, where one can make whatever they like, even people like the, but adds that this city is way out of his league. Judd declares that whoever made this city is powerful beyond belief, as conceiving an entire city, all of the engineering problems, and then filling it with people who can talk and think…it is just next to impossible!
Diamond Lil declares that she has an idea who did this, Llan the Sorcerer! Puck asks who he is, and Lil explains that he is an enemy of Alpha Flight who sent them to another dimension, and they have been trying to get home, which is how they ended up in this place. Judd asks where Llan is, to which Diamond Lil replies that he is probably back on Earth, trashing the place, so they have to get home and stop them.
Puck reminds Lil that they are going to have to save Alpha Flight before they do anything, but first he needs to teach her a lesson. Judd explains that the first thing Lil has to realize is that nothing what they think it is, not even back here, as everything around them is colored by their beliefs and emotions. He tells Lil that she has to look beyond that to get an honest picture. ‘Only the truth can set you free’.
Judd reveals to Lil that in this world, all matter is like clay, it is malleable, and explains that you have to think into the reality, impose your vision on it and make your thoughts a template of your desire. Judd raises his arms, and some of the roof is torn apart from the rest. Judd tells Lil to concentrate on that area, and your wish will come true. Motioning to the object Judd created, a statue of Heather, Lil asks Judd if he has a thing for Heather.
Judd blushes, before telling Lil that the point is you can make your own reality here, or you can be trapped inside someone else’s. Judd explains that with the right thoughts, you can create anything you like. Lil smiles, ‘Did you say…anything?’
Meanwhile, Talisman is finding herself surrounded by the enemy, her teammates all around her lie fallen on the ground. Thor tells Elizabeth that there is nothing she can do to save herself, while Cyclops orders everyone to move in carefully, as what happens next is going to be really messy. With her voice raised and protective shields up, Talisman tells them that they are nothing but shadows of the real heroes they are supposed to be, nothing but dark reflections.
Talisman boasts that if she is going to die then she is taking them with her, but holding up Box’s head, Thing points out that whatever she does will not change the fact that she has been beaten. He asks Elizabeth if she can see what he did to her little friend, and informs her that the rest of him is scattered over the asphalt, before telling her to think of what kind of mess she is going to make.
Shocked, Talisman explains to her enemies that Jeffries’ atoms were phased into the robot, and so Thing has torn him to bits! But suddenly, ‘I ain’t dead yet, you stupid pile of rocks!’ Jeffries shouts from within the armor, explaining that Thing only stunned him. Suddenly, bits of broken Box robot that were strewn all over the road come flying towards the Thing, knocking against Rogue, Cyclops and Thor on the way, and the Box robot begins to reform. ‘Now we’re gonna see who’s gonna squash whom!’ exclaims Jeffries, his armor put back together.
Vindicator gets to her feet and with electromagnetic pulses ready, tells the enemy that Box is not going to fight them alone. Sasquatch suddenly bursts through a building, ‘Did I hear there was going to be a fight?’ he bellows. Iron Man points out that they still outnumber the Alphans, so they cannot win. Suddenly, Captain America, She-Hulk, Wonder Man and the Vision arrive on the scene, Cap agreeing with his allies, declaring that Alpha Flight cannot win.
Talisman, Vindicator, Box and Sasquatch are already surrounded, and the four new arrivals rush towards them, with Captain America calling them traitors and informing them that this is where they kill them once and for all. ‘Let the battle begin!’ announces Thor, raising his hammer to the sky and creating lightening.
The battle rages, with Box bashing the Thing into millions of pieces, ‘Now we’re even!’ he yells. Vindicator battle Rogue, who reminds Heather that last time she just knocked her out, but boasts that this time she is going to rip her head off. ‘Talk is as cheap as you are, sister! We’ll see who wins this round!’ Heather snaps back. Sasquatch is not faring as well as his teammates, and is knocked back by Iron Man who thrusts his repulsor rays in his face, boasting that he uses them on repulsive things.
‘Your time has come!’ shouts Thor as he punches Talisman to the ground, and grabbing her hair from behind while he looms over her, he raises his hammer high above her head, telling Elizabeth that he knows the band around her head seems to be the source of her power, before asking her if it will save her from his hammer. As Thor is about to strike Elizabeth, he calls her a witch and tells her to know that she has been sent to Hela by Thor.
Suddenly, Thor’s attention is turned elsewhere, as someone begins singing “You ain’t nothing but a hound dog, crying all the time. You ain’t nothing but a hound dog and you ain’t no friend of mine”. Thor watches Elvis Presley, when suddenly, the King of Rock bashes Thor across the head with his guitar, freeing Talisman from his grip.
Diamond Lil drops into the battle ‘Game’s over, now it’s time for you to split!’ she tells Iron Man who is hovering over Sasquatch. Diamond Lil lunges at her armored opponent, and with her hand outstretched, she cuts him down the middle, splitting him in two. Sasquatch gets to his feet, and asks Lil how she did that, but Lil tells him there is no time to explain, and that she will tell him later, when suddenly, Captain America, Wonder Man and the Vision attack the duo from behind.
Elizabeth, somewhat stunned, stands and gapes at her rescuer, ‘You! You’re…you’re…’ ‘He’s all yours, ma’am’ Elvis says to her. Elizabeth turns to Thor, as the Thunder God starts to stand up, threatening Elizabeth by the Rainbow Bridge, before he can take any further action, Elizabeth shouts ‘You’ll burn!’ and unleashes a phenomenal amount of power against Thor, knocking him into a building. Elizabeth follows him in, powers ready, she declares that she knows what has been happening now, this world is a trap and he is part of it. Elizabeth destroys Thor with a thrust of her power, declaring that he will never harm anyone again. Walking back into the street, Elizabeth calls to Elvis, but she finds him gone.
In the sky above, Rogue asks Vindicator why she will not die. ‘You people sound like a broken record!’ Vindicator exclaims before blasting Rogue into a building with a plasma burst, adding that she is getting sick of their song. Flying into the building, Heather points out that all Rogue talks about is killing and asks her if that is all she is good for. Rogue gathers herself, declaring that Heather is going to die and that she is the one who is going to do it.
Heather asks Rogue why she is so obsessed with killing and why all the buildings are deserted. ‘What’s going on here?’ Flying towards Heather, Rogue apologizes and tells her that there is no time for answers, when suddenly, ‘Sweet dreams!’ exclaims Heather, and the surprised Rogue is incinerated in a blast of plasma energy.
Outside on the road, Shaman starts to come round, only to find Cyclops looming over him. ‘Aren’t you a pathetic sight?’ Cyclops exclaims. The bruised and battered Shaman struggles to get to his feet, as Cyclops points out that he is too damaged to defend himself, and supposes that he will just have to shoot him like a dog, however he feels he might take his time, starting with Shaman’s arms and legs. Suddenly, a voice exclaims ‘You’ve been a bad boy sonny!’ Cyclops turns to see Santa Claus holding a machine gun. Santa Claus tells Cyclops that he doesn’t like bad boys, before repeatedly firing at Cyclops.
Sasquatch lunges at the Vision, only to find his fist go right through him. The Vision informs him that he cannot hurt him while he is intangible, boasting that he however, can harm him, and does so by solidifying his fist inside Sasquatch. Diamond Lil calls to Walt, as Captain America’s shield bounces off of her diamond hard skin. Lillian tells her attackers that she has no time for fun anymore, that it is over. Wonder Man smiles and tells Lil that nothing is over, that the party is just beginning.
‘BANG!’ says Lil, pointing at Wonder Man, who explodes. Captain America calls out to him, but Lil points her finger and says ‘Bang to you too, Cap!’ Sasquatch pleads for the Vision to stop, but the Vision is finding Sasquatch’s vital organs most resilient and asks him how he keeps reforming them. The Vision supposes that he should just squeeze Sasquatch’s heart and be done with it, when Diamond Lil comes up behind him. He smiles as he announces that he wonders what her insides feel like, to which Lil tells him that he is not going to find out. When the Vision asks her why that is, Lil grins and informs him that he is half the android he used to be. With that, the Vision is split down the middle of his body.
Sasquatch asks Lil how she managed to do this a second time, but Lil just asks Walt how he is, and if the Vision hurt him. Walt replies that he is fine, and tries to get Lil to explain herself, but Lil just tells him she will see him later and rushes off. ‘Women!’ exclaims Walt. Suddenly, ‘Walter!’ cries someone. ‘What now? Who’s next?’ mutters Sasquatch, but when he turns around, he is greeted by Puck, asking him what is going on. Sasquatch wonders if the enemy is sending Puck against him, but Puck declares that he is not one of those psychos, that it is the real Eugene Judd he is looking at.
Meanwhile, Box tells She-Hulk that her people have lost, and suggests she give up. She-Hulk declares that she never gives up and that she will kill them all, when suddenly, Diamond Lil comes up behind her and tells her to ‘blast off!’ with that, the She-Hulk explodes.
Jeffries leaps out of his armor, relieved that Lil is okay, he admits that he thought the worst. Lil replies that she is fine, as Jeffries asks her what happened just now, how She-Hulk disappeared. The ex-lovers embraced in a hug, Lil reveals that she made her go away, and thinks she is the last of the threats.
Vindicator is flying overhead, and lands by Jeffries and Lil, asking them if everything is okay. Jeffries breaks the embrace with Lil and tells Heather that everything is fine, before motioning over to Elizabeth and Walter and asking who it is with them. ‘Judd…? Is that really you?’ the surprised Heather exclaims , as she rushes towards her long-lost friend with open arms. Judd’s arms are open too and tells Heather that he bets she never expected to see him, but that it really is him, young, tall and handsome.
Heather and Puck embrace, Heather admitting to him that they thought he was dead, and that she is so glad he is alive. Jeffries stands rather awkward as Heather asks Judd how he got here, as she thought he was in the Dreamqueen’s dimension. Judd pulls away from Heather as he informs her that this is the Dreamqueen’s dimension.
Vindicator is surprised, and asks Judd what he means. Judd simply explains that this is the Dreamqueen’s world and tells Heather that he thought she knew that. Heather reveals that she didn’t know this, but supposes that it explains everything, and starts to come up with an explanation that the Dreamqueen created the heroes they have been fighting, until Talisman declares that the Dreamqueen didn’t make all of this, revealing that the Dreamqueen is in some Limbo, far away from this plane. Heather asks who is responsible for this, and Talisman declares that it must have been Llan the Sorcerer.
Puck agrees with Elizabeth’s story, explaining that the Dreamqueen left for Earth a couple of months ago, adding that he has been stranded here all this time. Talisman points out that the Sorcerer tricked them into coming here, setting up a fake city, knowing the illusion would hold them long enough for his killers to get them. However, Elizabeth doesn’t see how this explains the intervention of Elvis, until Puck explains that it was his doing.
Judd informs everyone that in this place you can make whatever you want, so he created some temporary people to help them all win, adding that he even made a Santa Claus to help Shaman out. Talisman suddenly realizes that her father isn’t here and asks where he is. Judd apologizes to Elizabeth and informs her that Shaman was seriously injured in battle. ‘What? Where is he?’ asks Talisman. Judd reveals that Shaman is okay, and that he put him somewhere safe until things cooled off.
On cue, Santa and Elvis bring Shaman over on a stretcher. Elizabeth calls to her father, who replies that he is still here. Talisman notices her fathers wounds and asks him what they did to him. Michael replies that it is nothing he cannot deal with, and reveals that Puck told him how to heal himself by manipulating the reality of this world, and that he has been trying it for the last couple of minutes, so he is almost better now.
Vindicator looks around the city, realizing that it is all an illusion, which explains why the only street with people on it was the one where they arrived. Talisman comments on the fact that if the Sorcerer can create a whole city, then just imagine what he is doing to their world right now. Shaman exclaims that they have to get back home, but Talisman declares that they can’t, as this place is a dead end, reminding her father that the Dreamqueen was trapped here for centuries before she used them to get out, as she used Alpha Flight to create an exit.
Jeffries asks if that is true why then they could not use themselves to create an exit, and Judd agrees, they could be their own keys this time. Madison asks Elizabeth if they all concentrated on getting home, whether she could focus the energy into an exit. Elizabeth says that it is possible, then hesitates, before declaring that it can be done.
Elizabeth tells everyone to focus, and suddenly, she molds their energy, focusing it into a gateway, declaring that she is almost there. Heather’s living room can be seen on the other side of the portal, ‘We did it!’ laughs Elizabeth, and Walt and Madison congratulate her. As they begin to enter the portal, Heather turns to Judd and asks him if he isn’t coming. Judd replies that he is, but he wants to say goodbye to their friends. Waving to Elvis and Santa Claus, he thanks them and tells them that this dimension is now theirs. Heather grabs Judd by his sweater and tells him that it is time to go home. Once through the portal, the seven relieved friends smile.