Captain Britain, Meggan and Phoenix fly out of their lighthouse, worried and with good reason. It’s not every day that their home is besieged by a huge unidentified flying object, after all. There’s no telling what it may do, Captain Britain warns his teammates. It doesn’t seem to be doing anything, his girlfriend Meggan points out. Nightcrawler hopes to be able to provide some answers by teleporting aboard the craft. He finds himself in a huge hallway.
Suddenly, he hears a moaning sound coming from the form of a small seemingly Kymellian (aliens who looks like two legged horses). The alien comes around and surprisingly addresses Nightcrawler in a familiar way by his first name. Thank goodness he found him! he exclaims. Nightcrawler replies that he doesn’t believe they ever met.
They are joined by another green alien, who addresses the other stranger as Alex and suggests he explains. Alex… Power? Kurt realizes. He apologizes but Alex has changed since last they met. How may Excalibur be of assistance?
Meanwhile, outside the others are worrying. Rachel decides to establish a psionic link with Nightcrawler when suddenly a door opens and they are welcomed. Quickly Alex begins to explain.
Hs mother is sick, something’s wrong with her mind. His dad found this special research clinic there in Britain and he thought they might he able to help his wife. So, his entire family, all of Power Pack including Franklin Richards, came over here to find out. The staff looked like a regular bunch of nurses and doctors but they were evil and took them away and gassed Alex’s entire family. It was starting to affect him too, but he turned into his cloud form and was able to escape through the very same vents they had used to release the gas. He was barely able to reach their smartship Friday, but once he did, he passed out. Friday and Marty, the alien took care of the rest.
Alex finishes that Friday remembered Kurt and Shadowcat were friends of Power Pack and knew where to find them. Will they help him? He needn’t even ask, Kurt promises him. Where exactly is this institute?
Shortly, Excalibur fly to the Institute of Psychic Research. As they near the building, Rachel telekinetically changes their clothes, making Brian look like a doctor and Meggan like a nurse. Kurt tells Alex that the two of them will have to gain entry another way. Neither of them could easily pass for normal. Alex realizes that, while he had felt sorry for himself ever since he started looking like a Kymellian horse, he’s not as alone in the world as he thought.
The only problem is, Kurt continues, that he is not certain he can teleport himself and another so soon after last using his powers. Alex tells him not to worry. He can teleport too. Turning into an alien horse did have some advantages. They arrive somewhere in the basement and split up to have a look around.
Meanwhile, upstairs, Brian and Meggan act as hospital staff rolling their patient Phoenix along. Nobody takes any notice of them. Rachel telepathically informs the other two that the orderlies’ minds are blank. They have no thoughts.
Downstairs, Kurt and Alex haven’t found anything yet but, thanks to his cloud form, Alex can be in two places at once. Part of him is working through an air vent now and he hits paydirt, finding his family members held in tubes. He informs Kurt that they are guarded.
Upstairs, Rachel suddenly tells their friends to wait a minute. A man in black has noticed them and shouts that they don’t belong here. Rachel psi-blasts him and he reveals his true monstrous form.
The sound of the alarm alerts Nightcrawler and Alex.
In the meantime, a doctor states that whoever… whatever unleashed that sudden burst of energy represents a greater source of power than any other he has yet encountered on this world. This must be dealt with immediately.
Alex and Kurt move up to find their friends surrounded by demonlike creatures. However, the gas floods in again, this time also having an effect on Alex. With Excalibur unconscious, one of the beings states that they belong to the master now. He will very much enjoy feeding on the psychic substance of their darkest nightmares. The part played by Phoenix will be most crucial.
Phoenix finds herself hanging from the ceiling. The scenery shifts. She is surrounded by Hounds about to turn her into something more hideous. But, she tells herself, no matter how they imprison her body, her mind will always remain free. Suddenly she screams. A green arm touches her, dispelling her will. She is nothing now save his mindless witless slave. She will do his bidding. Yes, master, she replies. Calling her his hound, her orders her to seek out and destroy Excalibur… beginning with Captain Britain.
Captain Britain’s nightmare:
Cap finds himself shackled in front over a court. Phoenix has brought him there. It is presided over by the Crazy Gang’s Red Queen, who accuses him of disloyalty, treason. He is a traitor to the realm. How does he plead? He… Cap starts but is interrupted by her order of silence. She asks how the jury decides. The verdict of the jury consisting of Shadowcat, Nightcrawler and Meggan is guilty.
Naturally, the Queen agrees. Orf wiv ‘is ‘ead! Hold on a minute there, Cap protests. He would never do anything to disgrace his country. He values its laws above his own life. The scenery changes. His head is on a block and Nightmare – the pale man in green – swings the axe. His head falls off as the Queen laughs that he is branded a traitor for all time.
Meggan dreams of being in a fancy restaurant with Brian. He calls her an ugly witch and worse and informs her that it is over between them. She belongs on a leash. Hurt Meggan runs out to find Kurt Wagner. She tells him what Brian said. Kurt “comforts” her that after all she is ugly. A real man would have nothing to do with her… except maybe at feeding time. Hasn’t she ever taken a good look at herself?
In a room, she looks at the mirror with Rachel looking back at her from the inside. She wonders why she cannot be beautiful like Rachel. That moment, Nightmare’s arm shoots out of the mirror to grab her by the throat.
Kurt asks his childhood sweetheart, Amanda Sefton, to marry him. Disgusted, she replies that he must be joking. She’d no sooner marry him than a cocker spaniel. Why doesn’t he ask that Meggan girl? Kurt does just that. Meggan laughs in his face as well. How can he think she’d consider settling down with a monster like him? She can turn herself into anything she wants. She can be as beautiful as she chooses. He on the other hand is condemned to look like that forever. She wants no part of that.
Suddenly, Shadowcat is in front of him, laughing that she wants no part of him either. But they are friends, Kurt protests. Friends? That’s a laugh. The reason she’s most glad to be away from Excalibur is so she doesn’t have to look at him. Don’t bother to call.
Won’t there ever be anyone for him? he asks. Rachel appears. They’re here for him, only they don’t really want him alive…
Elsewhere, Franklin Richard realizes he’s dreaming, but he’s not his dreamself. He’s still there in the institute with the rest of Power Pack but he’s being pulled away. It’s like when he was in a coma. When he almost died. Things turn lighter around him and he wonders if he is dying. No, he decides, it’s different. Someone with power like his is calling him now. He has to go there.
Alex suddenly finds himself facing Phoenix looking like a beast being ridden by Nightmare, who laughs that he isn’t part of his world, though Alex is about to become part of his. Stay away from me, Alex commands. Whatever does he mean? Nightmare laughs. They are him. And suddenly Alex has merged with Phoenix and Nightmare. There must be some way to put an end to this insanity, Alex prays. He realizes that Phoenix’s subconscious mind called him there. With that realization, the three of them are split apart as Nightmare detects another presence. That of Franklin Richards.
Nightmare threatens that Phoenix is still in his command and will deal with Franklin. Alex begs her to stop but she doesn’t hear as she attacks Franklin. Franklin’s dreamself takes over Phoenix’s body. First there is pain, then the consequences of a convergence of such vast and cosmic energies is indescribable and then suddenly… it’s over.
Morning at Excalibur’s lighthouse. What a night, Kurt Wagner moans, recounting that he had the strangest dream and they were all in it. The others consider it odd. They too had weird dreams including the rest of the team and a strange green guy on a horse. Rachel assumes she has been psilinking them in her sleep. Meggan agrees. What else could it be?
Elsewhere, Professor Power explains to the kids dreams don’t mean much usually. His do, Franklin points out glumly. Not this time, Professor Power assures him. Now let’s stop the crazy talk, he doesn’t want Mrs. Power to become upset over nothing. After all nothing of any significance occurred. The entire trip here was a waste of time.