‘Bees! Swarming through the broken window! Millions of them!’ gasps Natasha Romanova a.k.a. the Black Widow, leader of the Champions - whose HQ is under attack from indeed, millions of bees! Bobby “Iceman” Drake tells the Black Widow that it is no sweat, as the bees can’t get past his ice-screen, which the young mutant hero erects in place of the broken window. Warren Worthington III a.k.a. Angel informs his teammates that reports are coming in - that the bees have covered all of Los Angeles from Santa Monica Bay to here. ‘I don’t know why, but their target is us!’ he exclaims.
Indeed, as Angel explains the situation, a huge hive takes form atop of the Champions building. The Black Widow declares that she knows, and remarks that the bees are after a briefcase belonging to an Interpol agent who was killed in Santa Monica. Ghost Rider a.k.a. Johnny Blaze points out that they trucked the briefcase back here. ‘I don’t know what’s in it -’ he begins, before alerting everyone to the fact that the bees are coming through the air vents. Laynia “Darkstar” Petrovna remarks that they have seen that the bees’ stings can be lethal. ‘The Darkforce must then assure that they do not touch us!’ the young heroine declares, casting her Darkforce upon the bees, who instantly fall to the floor.
The final member of the Champions, the Olympian Hercules remarks that the bees are still coming - ‘Through what thou dost call the central air-conditioning unit!’ he points out, before ripping a panel from the computer system and declaring that there are other ways of stopping the bees. ‘Ways best known to Hercules!’ he shouts as he slams the panel into the air conditioning unit. ‘You didn’t have to destroy our multi-million dollar one-of-a-kind computer to do it - even if it did try to kill you!’ Angel remarks, adding that his wings can blow the bees away, and he flaps his wings to do so.
Suddenly, there is a mighty crash, as Iceman’s ice-wall is shattered, and the mysterious cloaked being enters Champions HQ, declaring that the wall was weakened by the heat of countless, minute, living forms pressed against it. ‘All doing the bidding of…SWARM!’ he booms, introducing himself. ‘Go, my pretties! Secure the briefcase for your master!’ Swarm tells his giant mechanical bees. ‘Hercules!’ the Black Widow calls out while she holds the briefcase. ‘Fear not, milady’ Hercules exclaims, telling Natasha that if these are kin to those that she defeated, they will pose not threat to the son of Zeus.
However, the mechanoid drones come fast and furious - they are everywhere, and Darkstar is the first to be struck down. ‘Darkstar!’ Iceman exclaims, calling out to the young woman he has a crush on, while blasting at one of the mechanoid bees, he has turned to Darkstar, so doesn’t notice another one attack him, and sting him. ‘Bobby! Laynia! Hurt - being carried away!’ Angel exclaims as his unconscious teammates are indeed carried away by the mechanoid bees.
‘Now to take what I have come for!’ Swarm exclaims as he drops down on the Black Widow, kicking her in the head, while remarking that his glove has been treated to neutralize the repellent guarding the case. Picking up the briefcase from the fallen Black Widow, Swarm then runs down a corridor, but one of the Champions points out that he is heading for their labs - a dead end. Hercules remarks that fear has unnerved the villain, before shouting ‘Hounds of Hades!’ as the hive wall extends down through the building. ‘He’s sealed us out!’ Angel exclaims while Hercules begins bashing at the hive, remarking ‘My strongest blows avail me naught - for yon wall is instantaneously re-formed from the other side!’
Warren remarks that they have to do something, and points out that Swarm has Bobby and Laynia. Ghost Rider tells Angel to hold it, as there is more at stake than two lives, to which Angel asks Blaze what he is talking about. ‘Take a look outside, fella!’ Ghost Rider exclaims, and so look Angel does - and the horror of what transpires outside tears his soul - civilians fighting for their lives as they are engulfed by countless bees. ‘Off! Get them off of me!’ someone pleads. ‘My dear Lord - help!’ someone shouts. ‘My…eyes!’ another screams.
The Black Widow has regained consciousness, and tells Angel and Ghost Rider to get outside and assist the authorities any way they can. ‘But Iceman -?’ Angel exclaims, concerned for his long-time friend. ‘That’s an order, Angel!’ the Black Widow retorts. ‘You heard the lady, ace!’ Ghost Rider remarks, before Angel picks Ghost Rider up and flies him outside. ‘Yeah, I heard - but I don’t have to like it!’ Warren mutters, to which Ghost Rider tells him to save the complaining, as they have work to do. Back inside, Hercules asks the Black Widow what they will do, to which Natasha tells him that they will work on reaching Swarm - and pray they stop him while there is still a city to be saved.
A short time later, outside, Warren flies over Ghost Rider, who rides his motorcycle, and Warren remarks that by fanning his wings, he is able to keep the bees away. ‘Just spot ‘em for me, huh, wings? And spare me the lecture!’ Blaze snaps back. ‘Listen, Blaze -’ Warren begins, before he sees a school bus full of kids with bees all over it. ‘It’s going off the freeway!’ he exclaims. Just as the bus teeters over the bridge edge, with kids inside shouting ‘Help! Help’ Ghost Rider latches on to the bus, while telling Angel to keep the bees off the kids, as he has enough leverage to tilt the bus back on to the road.
After the bus has been taken to safety, Angel asks Ghost Rider why it is the bees leave him alone. ‘Maybe they’re afraid of frying their stingers off!’ Ghost Rider replies. And so, for the next few hours the mismatched duo proceeds from one nightmarish rescue to the next. Angel remarks that they contacted both Hank Pym and Bill Foster for an antidote to the bees’ stings, and wonders if they can develop it before it is too late to do any good.
Meanwhile, Bobby wakes, to find himself in a stuffy and hot surrounding, with the ice melted away, and a nauseating sickly sweet smell in the air. Rubbing his head, Bobby tells himself that he feels like he has been kicked by a mule, and sees Laynia lying nearby, still out cold. Bobby takes hold of Laynia: ‘It’s all right, honey. You’re OK! Seems they just wanted to stun - not kill us!’ Bobby tells Laynia, who asks ‘Where are we?’. ‘Isn’t it obvious, children? You are in the hive!’ Swarm announces, standing over the Champions. ‘Bobby, he - he’s not human!’ Laynia exclaims as she gets a close look at the enemy.
‘Human, child? No…far, far more than merely human!’ Swarm replies, before revealing that, once he was Fritz von Meyer - world expert on toxic poisons, apiculturist, and expatriate Nazi…and so, he begins his story:
Flashback illustrations, narrated by Swarm:
Swarm reveals that the jungles of South America hid him well and long while he devoted himself to his research - the breeding patterns of killer bees - in comparative peace. That was, until one day, when he made an incredible discovery - a huge hive, unlike any he had ever seen. As some of the bees buzzed around him, he realized that they exhibit no fear, but an almost human curiosity - unknown in their species. Von Meyer knew that there was an unusual meteorite bombardment in this area which caused high levels of radioactivity. ‘Could it be?’ he wondered to himself.
Von Meyer decided that it had to be - that the bees had somehow been mutated - their insect intelligence increased a thousandfold by exposure to unknown cosmic forces. A vast panorama of possibilities unfolded before von Meyer, who raced back to his laboratory that he built with gold, looted from countless European capitals. At a workstation inside his golden laboratory, von Meyer told himself that bees of such intelligence, in their normal vicious state, could serve him well. But he knew that the very force which increased their mental capacity also rendered them passive, channeling their energies into intricate hive-building.
And so, von Meyer developed a weapon with the plan to reawaken their killer instincts, while knowing he must find a way to control them at the same time. ‘I will have created an insect army with which to rule the world!’ von Meyer told himself. But, unbeknownst to von Meyer, Interpol, in its quest to bring war criminals to justice, had finally found him. ‘It’s von Meyer! No doubt about it! Still with his bleedin’ bees!’ the Interpol agent thought to himself as he tracked von Meyer through the jungle.
Decked out in his bee keeper’s suit, von Meyer approached the massive hive, then bathed it in the pulsating rays of the controller he had created - only he discovered that he erred - for the bees were no longer passive - but they were neither under his control, for in seconds, they were on him, stinging him, stabbing through his “protective” outfit. ‘No! No! Keep back!’ von Meyer shouted. His agonized flesh was seared, and he felt his life being torn from him. As his consciousness shredded - dissipated, somehow in the midst of that living hell, he reached out and seized the queen bee. ‘With her in my power - the swarm is mine to control!’ von Meyer told himself. However, he had become something…different!
Swarm explains that he became an aggregate man - a living embodiment of the swarm - his own scientific mind added to the mutant intelligence of the multitude. ‘Our relationship has grown quite - symbiotic! Through me, they create - they think! Through them, I live…and conquer!’ Swarm exclaims, holding up a gem. ‘But something went wrong, huh?’ Iceman asks. ‘Yes’ Swarm replies, explaining that the accursed Interpol agent stole the queen, and encased her in amber. ‘And you had to get her back to keep your buzzing buddies on your side!’ Iceman exclaims, before asking Swarm if now he has the queen, how the Champions fit in.
Darkstar wearily remarks that Swarm had been unable to find a way of shattering the amber without harming the queen. ‘Until he saw our powers in action! Well, forget it!’ Bobby exclaims. ‘No, Bobby! We will not “forget it”!’ Laynia suddenly exclaims. ‘WWWHAT?’ a surprised Bobby shouts. ‘You mean you’d help this creep?’ he asks Laynia. ‘Swarm? No!’ Laynia snaps back. ‘Not Swarm! But her! She is trapped, Bobby!’. Mysteriously, Laynia tells Bobby that he cannot know what it is to be apart, but that she can. ‘Mind to mind - she cries out to me - to the Darkforce!’ Laynia exclaims. ‘And we shall be free!’ she screams as a bolt of Darkforce shatters the hive wall, and extends through to the amber gem Swarm carries. ‘But the queen! Is she -?’ Hive begins….
At that very moment, Hercules continues to pound on the hive wall, while remarking to the Black Widow that he strikes with force enough to rock the Halls of the Dead, but the wall, like a thing alive, heals itself before his eyes. Natasha remarks that there is something moving on the other side of the hive, that it is coming closer. ‘HERE!’ she shouts as two giant mechanoid bees burst through the hive wall. ‘Great Zeus has heard and answered me prayer!’ Hercules exclaims. ‘He has delivered unto me an enemy I can grasp! A foe I can smash!’ the Olympian exclaims as he smacks both mechanoids.
Hercules remarks that he wished all the ills of this insane planet could be solved in a similar manner, while Natasha climbs through the hive wall, ‘Not likely, my friend - not even in your lifetime!’ she tells Hercules, before pointing out that the Hive wall has finished reconstituting itself, so their way is clear to find Iceman and Darkstar. ‘If they still live!’ Natasha adds. But, suddenly, Iceman, carrying an unmoving Darkstar. ‘Milady, they come!’ Hercules points out. ‘But Darkstar…she’s -!’ Natasha begins, but Bobby announces that Darkstar has been stunned - but something her Darkforce could not control.
‘Or, rather, by the intrusion of an alien mind-force into her consciousness - in shall, we say, an outpouring of gratitude from the swarm - for having freed their queen!’ Swarm reveals as he comes up behind the heroes, with a giant sized queen bee fluttering beside him. Swarm exclaims that the queen has attained the final phase of her mutation, which his science abetted. The queen floats almost regally, her form increasing with every passing second. The bees which make up the body of the aggregate collectivized man-swarm thrill at her nearness. Her will is / their will is / Swarm’s will - and as one inseparable intellect, they arrive at a decision, and attack. ‘Behold her, humans! Behold my invincible queen and tremble, for through her and for her, I shall rule this planet!’ Swarm boasts.
‘By the Golden Horns of Minos -!’ Hercules utters as the queen bee slams into him, constantly buzzing. ‘Accursed insect! They venomous stings will not still the fighting heart of Hercules!’ the Olympian boasts. ‘These are your final moments, Champions! Having served your limited purpose - it is time for you to die!’ Swarm exclaims, sending a fury of bees towards Bobby, Natasha and Laynia. ‘Not if Iceman can help it, bee-man!’ Bobby exclaims as he erects an ice-wall to block the bees, while telling the Black Widow to get Laynia to safety. ‘Trapped…no life…hope…nothing!’ Laynia exclaims, wearily.
Suddenly, a mechanoid bee strikes without warning, and Bobby is stung in the back. The Black Widow tells Bobby that Laynia is a big girl and can take care of herself, while grabbing the mechanoid bee and slamming it into the ground, she warns Bobby that she doesn’t need to be told what to do. ‘Which is more than I can say for -’ the Black Widow begins, before sensing something - so turns to see that death has been unleashed upon her, as Swarm reaches out to her with his buzzing bees. Swarm will claim the Black Widow - unless Hercules can throw off his own impending doom and help her.
Hercules suddenly kicks the queen bee off of him, and punches her, ‘I bear you no malice, creature, for thou art but a servitor of wickedness!’ Hercules tells the queen bee, before remarking that he senses it is her the hive obeys. ‘And through thee, the bee-man’ he adds. Hercules declares that the best way to destroy the body is to rob it of its head - and with that, he throws the queen out of the Champions’ HQ - an all the way across Los Angeles, into the ocean. Throughout Los Angeles, the maddening sound of buzzing suddenly stops - replaced by a sound that freezes the blood cold. The sound of an insect…screaming!
Angel and Ghost Rider witness first hand the myriad bees they were battling with suddenly flying out to see, while inside Champions HQ, Swarm shouts ‘The swarm! They’re following their queen!’, and the Champions watch in horror as the countless bees buzz away from the cloak - and depart Los Angeles. ‘Nooooo’ Swarm - now merely a skeleton with a purple cloak - screams, before collapsing. The Black Widow looks horrified, and remarks that without the swarm holding von Meyer together, there was nothing there. Hercules comforts the Black Widow, who turns away, while Darkstar wraps her arms around Iceman, the two of them look at the chilling display before them. And no one sees the single bee crawl out of von Meyer’s eye socket…and no one thinks that the time may come when indeed the fate of the world will rest on as small and as simple a thing as the buzzing of a bee….