The lifeless body of Hugo Longride, pierced by several spears and knives, lies on the ground of the deserted arena. This shocking tableau fails to surprise Doctor Doom, however; he came to Hollywood expecting to find his secret agent dead. “You were a work of art! No one ever suspected that Hugo Longride was one of my pawns,” Doom says, tearing off the dead agent’s head, “…one of the most sophisticated robots I’ve ever created!” He holds the android’s head in his hand, examining the wires and circuitry which hang below its neck. He will mourn its passing, he says, especially because without it, he can no longer receive updates on the man who claims to be his son.
This business with his alleged son must end, Doom decides, as he intends to be the sole ruler of Latveria. He has no room in his life for an heir. It is my move, Doom says to himself. Yes, it is as simple as a game of chess. It will take but a few strategic moves to topple this empire.
Nearby, in the coliseum’s dungeon, Beast and Dazzler hang by their feet in chain restraints. Hank, his face mere inches from Alison’s, tries to lighten the mood. “I remember when I was a kid, bullies would take cats and tie them on clotheslines like this,” he says to Dazzler. “No matter how well they got along before, they’d scratch at each other until they were both dead.” His anecdote fails to make Alison feel better. It actually does the opposite, and horrifies her. Hank half-heartedly apologizes; as he cannot break their chains, he at least wanted to lighten the mood. Alison assures him she understands, and adds that his ribald humor is one reason she loves him.
Beast asks Dazzler to use her power to illuminate the room. She does, but after seeing the decaying corpses of prisoners past, Beast immediately changes his mind. Dazzler complies. “I don’t mind the dark,” she says, “as long as I get to hang around with you.” Hank laughs at her twisted pun, adding that his sense of humor must be contagious. Humor helps in situations like theirs, he adds. Fate swept them into the hands of manipulators, who turned them both into parodies of themselves: Dazzler into a bleeding “star,” and Beast into a feral, inhuman monster. At least you didn’t succumb to the lure of the theater, Dazzler says. Hank eases her guilt by reminding her that rehashing the past will not help them escape captivity. Sensing an opportune moment, he swings forward and presses his lips against Alison’s.
Suddenly, Alexander Flynn storms in with some Gladiators and teases the two dangling heroes in the middle of their kiss. Alison asks why he acts so cruelly toward her and Hank. Flynn tells them they represent his only failures. He could not get them to join the Gladiators even after drugging, brainwashing, training, and hypnotizing them with his mutant power. Had they succumbed, they would have been among the best, and even become part of a secret army of Flynn’s. The true purpose of the arena emerges: Flynn uses it to filter out the weak and prepare an army compiled of the best possible warriors. “Natural selection, we call it,” Flynn adds.
Beast objects to this inhumanity, but Flynn tells him to shut up. He does not force anyone to do anything, he says, although he cannot help revealing his mutant power of hypnotic persuasion, a gift passed on to him by his Gypsy mother. “With my charismatic charm I could convince your own mother to kill you,” he tells his prisoners. After Beast dismisses him as a super-powered con-man, Flynn snaps. He proclaims his own genius, which he believes he inherited from his father, Victor von Doom. With the army he has created in the arena, he will conquer Latveria, oust Doctor Doom from the throne, and finally procure his birthright.
Rocker, standing behind Flynn with his arms folded, makes eye contact with Dazzler. The guilt of aiding such a madman erodes his spirit while in her presence, but he does nothing about it. Flynn dons his helmet and exits.
Meanwhile, Link and Poltergeist run down the California coast in their quest to rescue Alison Blaire from the clutches of the arena. Their progress is hindered, however, by Poltergeist’s undisciplined telekinesis. Link has to continually protect them from his friend’s telekinetic blunders. He tells Mickey to keep his emotions under control, revealing to him for the first time that he uses his own telekinesis to counter Mickey’s. Mickey does not see the problem. “So we’re like a team! Like chaos and order,” he says, missing the point completely. Link reminds him they are not actually getting anywhere; if Mickey cannot keep his power under control, they might not reach Dazzler in time. “I’d kill anybody that harmed her,” Mickey says. Link already knows this. It’s what scares him.
Flynn, back in his office, hurls throwing knives at a map of Latveria while ranting about his greatness. He compares his father to men whose accomplishments he believes transcended good and evil: Julius Caesar, Napoleon Bonaparte, and Adolf Hitler. “I shall make you proud,” Flynn announces to no one in particular. “Your greatest glory shall be your defeat at the hands of your own son – Alexander von Doom!” Flynn sweeps his arm in a grandiose motion and draws another knife from the rack. Standing behind him, however, and seemingly out of his realm of attention, are Ivich and Rocker. They awkwardly rest their arms at their sides and whisper to one another. Is he still talking to us? Ivich asks. Rocker doesn’t know. Ivich suggests they leave, but Rocker doesn’t want to alert Flynn to their presence with any unexpected movements. It matters not; Flynn soon turns his head and sees them standing there. He shouts for them to leave the room, apparently having forgotten about their presence after all.
As they walk down the hallway, Rocker and Ivich discuss the implications of Flynn’s deteriorating mental state. His hypnotic grip on them has clearly weakened, Rocker says, and now they actually have a choice in how to act. Rocker refuses to continue supporting another Hitler. Ivich, however, hesitates to abandon the glory of the arena. Rocker stamps his hooves in protest. “I guess his charismatic talent works better on the ladies,” he says. Ivich acknowledges that while Flynn has gone crazy, she has gone too far to change her behavior. She does not believe she could stand up to Flynn, she says as she walks away. Rocker, abandoned by only ally, kicks the wall in frustration.
As Rocker storms off, Dr. Doom observes silently from the shadows. The first of Flynn’s pieces have fallen, just as Doom predicted. Flynn will soon learn it takes more than charisma to be a leader of men. The water coursing through your veins is not thick enough to be the blood of a von Doom, Victor says.
Rocker goes straight to the dungeon and releases Beast and Dazzler via remote. Their leg restraints open up and they fall onto their heads, mid-conversation. While they certainly wonder exactly who set them free, they do not take their stroke of luck for granted. Beast pushes open the door, and he and Dazzler, hand-in-hand, run to the arena so they can take the fight to Flynn himself. Meanwhile, Dr. Doom continues to observe these unfolding events from the shadows. With this opening gambit complete, he only has to make a few more tactical moves to shift the balance of power in his favor.
The coliseum is pitch-black when Beast and Dazzler arrive. After taking a few steps into the darkness, the lights flip on and flood the arena, temporarily blinding Beast. Dazzler, thanks to a perk of her mutant ability, can still see. However, she tells Hank he is lucky to be blinded; standing before them are Alexander Flynn and the entire Gladiator army. While surprised by their escape, Flynn refuses to deny his Gladiators an opportunity to practice for the upcoming invasion in Latveria. He orders his minions to kill the escaped prisoners. The Gladiators circle around Dazzler and Beast, who prepare themselves for the fight of their lives.
Meanwhile, outside the entrance to the underground arena, Link telekinetically supports a crumbling brick wall, once again preventing Poltergeist’s raging power from killing them both. He asks Mickey why his powers are so unstable right now, to which Mickey replies he is scared. “You’re a coward, aren’t you?” Link asks. Stuttering, Mickey concurs. “That makes two of us,” Link mutters as he opens the back door, revealing two burly guards. Link makes quick work of them. After telling Poltergeist not to look at what he is about to do, he gestures with his hand, inducing horrifying screams from the two men. They fall to the ground in a crumpled heap. Mickey shudders in revulsion as he walks by the bodies, but Link tells him to keep moving; they must find Dazzler quickly.
Dazzler, however, is doing just fine with Beast’s assistance. She blinds their enemies with beams of light while Beast bounds around the arena, neutralizing the dazzled fighters. Against impossible odds, the heroic duo manages to stave off every one of the Gladiators’ attacks. Synergistic displays of teamwork and skill such as this are the stuff of legends, and as the awe-struck Flynn observes the battle, he can’t help but worry that he may be forced to enter the fray himself.
An armed Gladiator sneaks behind Alison and prepares to decapitate her with his axe. It would be her end, if not for a timely intervention by Rocker. He leaps at the Gladiator and knocks him off his feet. Upon hearing the commotion, Dazzler turns around and sees that Rocker has saved her life. Max announces he is no longer under Flynn’s control. “With odds like these, switching sides is like choosing to die,” Dazzler tells him. However, she and Beast are grateful. Beast looks beyond the differences they have had in the past and tells Rocker he is a good man.
The trio continues to fight off the Gladiators. Dazzler blasts them with rays of light, Rocker thrusts and blocks with his sword and shield, and Beast dives headlong into the fracas. Dazzler soon finds herself standing against her old friend, Ivich. While she cannot bring herself to kill her old friend, Ivich has no such reservations; she raises her blade to strike down the starlet. Rocker tries to convince her to switch sides and fight for their cause, but Ivich refuses. “I chose my side a long time ago – the other side of the tracks,” Ivich says, striking at Rocker. “That’s where I belong!”
Is it, Ivich? Dazzler asks herself. Fighting against your friends – your family?
Up above, in the empty stands, there is one who observes the melee. Dr. Doom, cloaked in shadows, delights over the impending failure of his would-be successor, Alexander Flynn. It takes more than the army of one pretentious peon to overthrow Dr. Doom, he says. As he watches, Link and Poltergeist enter and arena and run toward the battle. “The two final pawns have entered the game,” Doom says. “Checkmate is near.”
Link telekinetically strangles a pair of Gladiators. Using his power this way fills him with guilt, but he refuses to let his friends die. Mickey, meanwhile, finally not having to worry about harming innocent bystanders, unleashes the full, unrestrained totality of his Poltergeist. The floor shakes and cracks beneath the Gladiators, while entire pillars topple and collapse on top of them. Mickey does not even have to consciously use his powers, as they act on their own.
Flynn’s courage erodes as he watches his troops get obliterated by a quintet of misfit mutants. He watches the sudden upheaval of the ground in awe, but fails to connect the quake with its source, Mickey Silk. Nevertheless, he orders his remaining Gladiators to defend him; as their ruler, he must come to no harm. From his observatory position, Flynn sees Beast and Dazzler motion toward Poltergeist, and immediately connects the boy to the source of the awesome power. Flynn dashes toward the young mutant, blasting at Beast and Dazzler with a ray-gun as he runs. He manages to hold them away long enough to grab Mickey by the throat and hold him hostage. Move, and he dies, Flynn tells his enemies. Sweat drips down Mickey’s terrified face as Flynn levels his hand-cannon against the boy’s head. His cowardly tactic produces the desired result; both Beast and Dazzler cease fighting and stare helplessly at their poor friend. Unfortunately for Flynn, he failed to consider the other wild card in the room: Link. After vowing to save his friend, Link mimes with his hands and telekinetically releases Flynn’s grip, lifts him into the air, and closes his windpipe. Flynn chokes for air.
Not wanting Link to lower himself to Flynn’s level, Dazzler and Beast try to convince the young mutant to release his grip. Link subdues his emotions and complies, releasing Flynn moments before he would have died. However, Link collapses from the strain of using his powers for that purpose. Poltergeist, Beast, and Dazzler rush to his side. “Yeah, I’m okay,” Link says, “just hope I never have to use my powers again. Ever.” Dazzler escorts both Link and Poltergeist to the safety, tells them to go home, and returns to deal with Flynn.
Beast stands before Alexander Flynn with his hands balled into fists. Light spills from Dazzler’s clenched knuckles. She tells Flynn to prepare himself, but Flynn refuses, ordering his minions to come to his aid instead. None of them do; Flynn’s decision to take a boy hostage exposed his true character, which they now reject. Flynn decides to go down blazing. He whips out his guns, but before he has time to fire, Beast springs into action. He leaps forward, plants his hands, cartwheels to the side, and then lunges toward Flynn, dismantling the deposed leader’s guns in the process.
Dazzler follows this gambit with a few well-aimed photon blasts. Flynn begs his former minion Max Rocker for help, but Rocker turns his back on his dethroned leader. “The show is nearly over, Flynn,” Dazzler says, preparing her next attack. Before finishing the battle, she reminds Flynn of what he did to her, how he robbed her of her power, and how he tried to control her. “Well, we’ll see who’s in control now,” Alison says. She knocks him back with a photon pulse. “You built your kingdom on words. We all fell for your charm, but there’s no one left for you to manipulate. Where’s you charisma now, Flynn? Let’s see your words win this battle.” A blinding flash of white light envelopes Flynn, and when it subsides, he lies on the ground in a defeated heap.
“Enough of this prattle,” a bold voice booms, “…and enough of this senseless battle.” Dr. Doom finally steps forward from the shadows and stands over the man who claims to be his son. Everyone in the arena stands at attention before this awesome figure as he addresses Flynn. “So, Flynn, this is the great army you have amassed? These are your faithful legions?” he says, motioning toward the mutinied Gladiators. “It seems you pose a far greater threat to yourself than to the rule of Doctor Doom over Latveria.” Doom grabs Flynn by the cape and hoists him off the ground. “You are not possessed of the indefinable essence that makes a man truly great.” He orders the misbegotten miscreant to concede his claim to the Doom bloodline. He mercifully decides to let him live, however. Killing him would serve no purpose. Doom leaves, releasing Alexander Flynn to the mercy of his once-loyal Gladiators.
Sensing his own opportunity to lead, Rocker leaps onto a crumbled pillar and announces his plans for a new theater. His theater, however, will not promote killing, and it will be entirely voluntary. He asks his friends to join him. While Ivich is the first to join, the rest of the Gladiators soon follow. They jokingly ask Flynn if he wishes to join as well; after all, they will need someone to bring them water and polish their boots! “Nah, let’s just leave him lie in the ruins of his ‘kingdom’,” one Gladiator says. Dazzler and Beast decide to leave. Their work here is done.
In a private room in the Heartbreak Hotel, Hank and Alison finally get some time all to themselves. Hank tells Alison that one day, society will take responsibility for the misfits it creates. Alison agrees, believing as more mutants are discovered, the world should grow more accepting. Hank hopes so. If not, mutants may rebel in the face of oppression. Alison doubts this will happen. “They’ll probably have to start lynching us before we’re pushed far enough to fight back,” she says.
Outside, a different duo embarks on its own journey. Link and Poltergeist decide to head to Wyoming for their next adventure, but Mickey wonders if a coward like himself would make a good cowboy. Link senses his excitement and tells him to calm down; he needs to keep his ornery Poltergeist under control!
Continuing to muse about the state of the world, Hank asks Alison if she wants to face the world as a couple. Alison hesitates. She realizes they will only truly understand themselves if they spend time alone. Essentially, she ends their budding relationship, but Hank understands her reasoning. “Each of us must find the strength to stand alone on this planet,” he says. The world may be against them…but not for long.