The Defenders, despite having defeated the Brotherhood of Evil Mutants, failed in their attempt to stop Magneto from using the technology of a long-dead alien race to create Alpha, the Ultimate Mutant! Standing before the heroes, Alpha is easily twice as big as the Hulk. He is human in appearance but massively muscled with a bald head and an ape-like, big lipped face. Without hesitation, the man called Doctor Strange strides forward, his hands aglow with mystic energy, and blasts the new-born godling. Alpha shrinks back from the blow as Magneto cries out in anger at the attack, unsure of his creation's abilities to withstand the forces which Strange commands. But, Alpha appears unfazed by the attack as Strange and Professor X marvel at the creature's resilience. Doctor Strange deciding his Bolts of Bedevilment are ineffective, unleashes the Ruby Rays of Raggadorr. Alpha however, easily creates an invisible barrier to protect himself from Strange's magicks.
The Hulk then takes up the challenge, declaring himself the strongest one present, and rushes the ape-like behemoth. However, the powerful green skinned man-brute only runs into the same barrier which was erected by Alpha to stave off Doctor Strange's attack. Magneto, observing these events from an overhead ramp gloats over the powers of his creation. Meanwhile, Magneto's team of evil mutants regain consciousness to observe Alpha for the first time and are impressed. The Blob asks why Magneto does not order Alpha to destroy the Defenders immediately. Magneto responds that there would be no satisfaction in such a hollow victory. He demands that Xavier live to know that his greatest enemy had succeeded and yet be helpless to oppose him!
To underline his point, Magneto directs a bolt of magnetic energy at the cavern's ceiling causing the rock to collapse and wall up the cave's sole exit. Nighthawk exclaims that Magneto must be crazy because he has sealed himself, Alpha and the Brotherhood in the cave as well. But Doctor Strange and Valkyrie notice an odd expression on Magneto's face and have their doubts. Magneto laughs wryly and explains that he will now demonstrate the awesome abilities of his creation, Alpha. He commands the lumbering giant to "take them away from the cave". For an instant, the Neolithic mutant glows madly, an unnatural light that seems to fill the rough-hewn chamber. The light becomes blinding and when the brilliance fades, Magneto, Alpha and the other Evil Mutants have faded into nothingness as well! And, left behind in a rocky tomb are a pensive Professor X and four rather distressed Defenders.
Charles Xavier asks Dr. Strange if he too, can teleport them from the cave but Doctor Strange replies that his powers are far too meager to duplicate Alpha's feat. The only way out of the cavern lies through the countless feet of solid rock which blocks the entrance. Valkyrie then indicates that if they are to dig then so be it and, pulling her enchanted blade Dragonfang from her sheath, she attacks the wall of stone. Spurred on by the Valkyrie's bold lead, the remaining Defenders press forward pitting an uncanny array of super powers against a seemingly endless barricade of limestone and granite. Slowly, but surely, the team burrows a tunnel through the mountainside until at last, their almost interminable efforts are rewarded by a shaft of light. The light implies an exit and that is enough for the Defenders to bash through the remaining wall *KWA-ROOM!* The Hulk shores up the tunnel's walls as the Defenders make good their escape. However, as the green behemoth releases his grip on the passageway's crumbling ceiling, the makeshift tunnel unceremoniously collapses around him, burying the Hulk beneath tons of rock! Nighthawk stands shocked as he watches the entire mountain collapse around the Hulk. Valkyrie screams out her disbelief at the loss of her friend. Doctor Strange rushes to aid the grief stricken Valkyrie as she weeps when suddenly *THWOOM!* the cave entrance explodes with rock flying everywhere. And, as the dust settles, the Defenders celebrate the escape of the Hulk!
Once the group has gathered their wits, Doctor Strange asks Professor X if he has any idea as to where Magneto and his Brotherhood have gone. Professor Charles Xavier grows silent then, as he sends out his supremely powerful mind questing across the countryside...a veritable web of probing mental energy that spreads its telepathic tendrils across the length and breadth of America...to focus, at last, upon the one mind Professor X is seeking. The mind he finds is so malevolent, so truly evil, that it stands out blatantly amidst a crowd of untold millions. Professor X then comes around and relates that Magneto and his companions are prowling the streets of New York City. Within moments, the team is in flight, en route to NYC to, once more, confront Magneto.
Alpha teleported Magneto and his mutants to the plaza of the United Nations. Alpha is noticeably different, appearing more human than before, but just as large. Magneto forces his team into the UN's general assembly in the middle of a presentation and uses his powers to effortlessly remove the speaker from the podium. Then, the Master of Magnetism ascends to the podium and prepares to speak. Magneto lectures the gathering that homo superior will no longer live in the shadow of homo sapiens and that they want the world...and they want it now! The reaction, as expected, is quite vocal and violent as UN members shout out their disapproval. Magneto demonstrates his seriousness by asking Alpha to help his fellow mutants. Once more, the giant mutant glows with an unearthly radiance and the result of that action is even more staggering than before as the UN building is torn right out of the ground! Then, with its glass facade violently trembling, the building soars upward until it hangs suspended like a great gleaming monolith above the pollution streaked Manhattan skies. In side the general assembly chambers, the UN representatives shrink back from the windows in fear. Magneto meanwhile, carries on with his demands that humans submit to his ultimatum and produce a document which grants mutants supreme domination over every civilized country in the world!
While on the streets below, the Defenders walk unnoticed amongst the citizens of New York, under a spell of invisibility produced by Doctor Strange. They arrive at the UN and are shocked to discover the building's present lofty location. The team quickly understands that this is the doings of Magneto's creation, Alpha and they rise to the sky to confront the mutant menace for their final confrontation.
Zephyr-light, the daring Defenders land upon the floating UN Plaza a few brief moments later. However, it is a landing that has not gone undetected as Mastermind informs Magneto of the heroes arrival. Magneto growls in frustration and then turns to Alpha and commands him to destroy the Defenders. But, for the first time Alpha, who seems to grow more human-like with each passing moment, questions Magneto's command: Why? Magneto with blind fury, yells at Alpha to do as he is commanded!! Shaken by Magneto's insane anger, the near-humanoid mutant begins to glow once more with the inevitable effect of creating "concrete-men" from the plaza's pavement. As the rock-men take humanoid-form, the Defenders prepare for battle. The rock giants then tear themselves free of the pavement and advance on the group of heroes. However, the concrete beings are no match for the Defenders as the Hulk smashes one with one punch, Valkyrie slices another to pieces with her enchanted blade, Nighthawk drop kicks the head off another and Strange blasts one with a bolt of mystic energy. Standing amongst the ruined corpses of the rock-men, the Defenders regroup, and with the battle cry: "Onwards Defenders to Victory!" they prepare to meet the author of this carnage, Magneto!
Seconds later, the doors of the general assembly burst open, hinges flying off the frames. The Defenders have arrived...with a vengeance! Magneto's face contorts in rage at the arrival of Xavier and the Defenders. Once more, he commands Alpha to destroy the heroes, this time with the threat not to fail him! However, to everyone's surprise, his mutant creation says he will not. Alpha turns to Magneto and asks why he should take another's life? Furious, the Master of Magnetism, grasps the chin of his mutant and jerks his head towards him and screams into his face that he should do it because it was an order to do so, that his enemies are evil and that if he did not do so, he would return him to the black void from which he was spawned! Alpha's eyes cloud with uncertainty. Over the last few hours, the transformation from ape-like beast to a more human appearance has paralleled his mental development but he is still much a child and he obeys his master.
The Hulk meanwhile, growing impatient with all the talk, rushes Alpha. Magneto's mutant raises his hand and the glow occurs again...suddenly, the Hulk becomes like stone, frozen in mid-step. Alpha quietly apologizes to the Hulk but he relates that if the Hulk is evil, he must not go unchecked. Nighthawk, witnessing his teammates petrification, launches himself at Alpha but is quickly defeated when the mutant causes Nighthawk to spin rapidly, causing him to black out. For an instant, there is silence in the room as Alpha surveys the havoc his mutant powers have wrought. A mutant who is subtly changed by his awesome expenditure of energy. And, it is a change that has not gone unnoticed by a grim Professor X. The leader of the X-Men notices that Alpha's head is different somehow, his cranium grown larger. Then the silence is shattered by the warrior cry of the Valkyrie as she rushes, sword raised, to meet the mutant Alpha. But, his mutant powers are brought into play instantly as Valkyrie finds herself stuck to the floor, her legs turned to putty.
This time, the Ultimate Mutant's change is obvious for all to see. His head is twice as large and his speech is demonstrably improved. He pleads to the Defenders to surrender as he does not wish to do them harm. Doctor Strange yells that they will never surrender and prepares to do battle but Professor X quickly intercedes explaining that there may another way to deal with their situation. Professor Xavier urges Alpha to re-evaluate which party is the evil one. Magneto rushes to Alpha's side and denies the charge proposed by Professor X. Doctor Strange asks Alpha to listen to the fear in Magneto's voice and wonders if perhaps, Magneto protests too much? Professor X asks Alpha to look at Magneto and his followers and then look at the Defenders and judge for himself who speaks the truth here. The sincerity in Xavier's words cause Alpha to give pause. Indeed, he recognizes that there is duplicity here.
The Ultimate Mutant turns then, peering somberly at the opposing groups of gaudily costumed forms before him, his deep set eyes burning through their flesh, cutting cleanly to their very souls. He reads those souls as one might read a ledger, studying the credits and debits of the life each has inscribed there. Weighing the worth of one life against another life, the worth of one group against the other group...until, judgment is reached...and one side is found wanting. (The image presented here is Alpha holding the scales of justice with the Defenders in one pan and the Brotherhood of Evil Mutants in the second pan) Alpha, his massive head seemingly straining his neck, turns to the Brotherhood and exclaims that Magneto has lied to him. Surprisingly, Magneto confesses that yes, he has lied but only because Alpha was an emotional infant and he could not be expected to understand the Brotherhood's action or the vicious persecution that forced them to do them. Magneto also urges Alpha that mutants must stand together on this front or else all hope is lost. However, Alpha has decided. The Ultimate Mutant explains that he is not of their ilk. The Brotherhood of Evil Mutants are simply a band of selfish children: arrogant, untrustworthy and determined to take whatever they desire rather than earn it...and, like children, they must be made to learn from such mistakes...and, they must NOT be permitted to pursue their mad quest for power. Alpha raises his right hand and the room glows with power...his punishment exacted. The five members of the Brotherhood of Evil Mutants are transformed into five crying babies (literally!).
Alpha apologizes for the inconvenience he has caused and makes amends by returning the hovering UN building to its bedrock berth and returning the hapless Defenders to their natural states. Alpha explains to the heroes that he has erased the memory of these past few hours from the minds of men so that nothing is the worse for his being here. Doctor Strange asks Alpha what he now plans to do, now that he has turned from Magneto's path. The Ultimate Mutant relates that he has given this much thought and has come to a decision: With each discharge of power, his evolution has progressed with incredible alacrity, in fact, Alpha now looks more alien than human, and he no longer thinks that this world is a place for him. Thus, he plans on seeking his destiny elsewhere, for the universe is vast and he has more than enough time. With that, Alpha becomes a being of energy and like a pillar of fire, rockets into space...leaving behind the awestruck Defenders who recognize that a godling has passed among them today...and of course, the crying babies who were once the Brotherhood of Evil Mutants. Doctor Strange looking at the whimpering infants comments that how many lost souls are ever given a second chance at life?