In Excalibur’s lighthouse home Rachel Summers dreams: Images jumble through her head of Marvel Girl, Madelyne Pryor gone bad, and most importantly, demons trying to kidnap her baby brother. With the scream Mom! on her lips, Rachel awakes, followed by the louder scream, Nathan! The Phoenix effect surrounding her as she bursts from her bedroom through the lighthouse’s upper stories and outside, up into the air, flying as fast as she can. She promises her baby brother, she will come to save him.
Nightcrawler peers down from the uppermost floor to Brian and Meggan’s bedroom, asking if they are all right. They go looking for Kitty who cried out. They find the room a mess. Kurt tells the others that, since Kitty is always phased, Rachel’s exit shouldn’t have affected her in the slightest.
That’s what she figured, Kitty replies sourly. She’s dressed as a baby, lying in a cot. While Meggan and Kurt help her up, Brian can’t help smirking.
Angrily, Kitty rants that Rachel transformed her clothes, her favourite Ara cardigan. But why? Meggan wonders. Taking the robe Kurt offers her, Kitty explains that, when first Rachel met her baby brother, right after he was born, she established a mindlink with him, so she’d know when he was in trouble. She figures that’s what set Rachel off.
Brian points out that rearranging reality to suit her subconscious whims was a feat of the original Phoenix’s power. Kitty defends Rachel. She isn’t like her mother! But secretly she isn’t sure.
Meggan feels sorry for Rachel. Brian and Kitty argue, first about Rachel’s control or lack thereof, then about whether they should follow. Kitty caught a thought flash of New York.
Nightcrawler, in the meantime, notices Meggan’s sexy negligee and how uncomfortable she seems to be feeling in it. She’s doing it to impress Brian, he figures, who probably didn’t even notice. Bitterly, he hopes Brian will miss her when he’s driven her away.
Annoyed, he interrupts the argument, explaining that Meggan and Brian can fly them over to the States. He orders them to get dressed. He wants them on the way within the hour! The others are surprised, wondering why he got so mad.
In London at Euston Station, an ill-humoured commander Dai Thomas is dragged out. Seeing military there, he demands to know what’s going on. Orders from Downing Street, he is told. This group is top secret. Dai grumbles. The other cop agrees. Thomas introduces himself to the woman in charge Brigadier Alysande Stuart of the Weird Happenings Organization, she tells him. What? he asks. WHO, she corrects him. He tells her to stuff it. He has better ways to toss his night than doing a cheap imitation Abbott & Costello routine.
Some of WHO’s soldiers talk about transmissions from the US about inanimate objects having come to life in Manhattan and that the Empire State Building is growing.
Brigadier Stuart explains that their name says it all. They investigate weird happenings. People, places, events outside the norm of human experience and the natural laws. They are primary a military operation. They need a liaison with the civil authorities. He can guess the rest, Dai remarks. Lucky him.
This is it then? he asks as he sees what she led him to. A bloody train? he states. She points out that it is a Nazi train (as shown by the Swastika symbols and the name Reichrail Englande). Dai snorts. Probably Kevin Brownlow filming a sequel to “It Happened Here.” It’s a movie prop or a millionaire’s toy.
A happily smiling man with a resemblance to Brigadier Stuart peeks up from below the train, sating he’s sorry to disappoint but, wherever this engine came from, it wasn’t Earth. Theirs, anyroad. As he climbs up, Alysande introduces him as her brother, their resident scientist.
Nasty habit smoking, he refers to Dai’s cigarette, not at all healthy. Neither’s a smart mouth, Dai shoots back. Touché, the man admits and shakes his hand, introducing himself as Dr Alistaire Stuart. Absolutely extraordinary piece of equipment! he exclaims. It’s as steam locomotive, Dao points out. True, Alistaire agrees, but wait till he sees what produces the steam!
Dai grumbles when he sees that Alistaire has inadvertently smeared his hand with soot and dirt. Alistaire notes Dai isn’t a night person and suggests saving the engine for later. From the insignia, a combination of Union Jack and Swastika under a reichsalder (empire eagle) it’s clear this train originated in a temporal continuum where the Third Reich won the second world war.
He deduced that from a juiced up loco and some scrap of paint? Don’t be daft! Dai scoffs. They have rather more to go on, Alistaire points out. Britain’s Highland Flyer departed for London as scheduled. This arrived in its place. No sign of the other train. Light load as well. Only two passengers. Dr Moira MacTaggert of Edinburgh University and her companion / bodyguard, Callisto.
Dai swears as he sees the two women, Nazi versions of this world’s Moira and Callisto. Moira shouts what the meaning of this is. How dare they place her under guard? Release her or they will answer to the Führer himself!
Phoenix flies around the Earth until she’s reached Manhattan. The Empire State Building has grown to reach the clouds and she wonders when it got so tall and creepy. And where does the heat come from? She sees demons climbing up the Empire State Building and believes this is a nightmare. She sees a woman apparently in charge atop the Empire State Building. She cries out when she recognizes her, calling her “Mom.”
Madelyne Pryor scoffs that the Goblyn Queen claims but one child as her own and he isn’t her. She hits Rachel with a telekinetic blast and Rachel falls. Demons grab her and throw her against the building, where she finds herself stuck as it turns squishy. She notices the wall, which has already absorbed more people trying to consume her.
Meanwhile, her teammates are flying over the Atlantic with Kitty and Nightcrawler heavily wrapped into warm clothes. They’ve been flying four hours already, as Meggan and Cap need to fly slower because of their passengers. Nightcrawler decides, this settles it. They have to get back their Blackbird.
Over Kitty’s protests, Meggan calls over to the two men that Kitty has a rather urgent problem. Why didn’t she go before they left? Caps asks. That was four hours ago, Kitty points out. Tactfully Brian suggests she phase through it. She tells him that’s disgusting. Luckily, they see a trawler below and land. Cap asks the astonished crew if they can use their facilities. Kitty steps down to see the most awful toilet imaginable.
While Nighcrawler discusses their course with the captain (and Cap does nothing), the sailors have gathered around Meggan, lusting after her. Instinctively, she begins to respond by becoming sexier. Nightcrawler notices this and teleports in front of her, snarling at the men to mind their manners. Cap finally notices something went on and asks how she is. She’s fine, Kurt snaps, no thanks to Brian, he thinks. He leaves with Meggan, leaving Kitty to fly with Brian.
In Manhattan, Rachel has almost been engulfed by the seemingly living, organic wall. She awakens from her trance noticing that her fingers have become claws. She has begun to change physically, beginning to turn into a demon. She refuses this and fights her way out. However, her flight is out of control, she falls and crashes through the shop window of a bridal shop. Somebody offers her a hand. Rachel thanks the person until she looks up in disbelief.
Over the Atlantic, Meggan confides to Kurt she is ashamed. When the sailors looked at her, she wanted to become what they most desired. She couldn’t help herself; it was as though mind and body had become different beings. She turns into a female version of Nightcrawler. He suggests it could be instinctive, her body reacting to a threat situation like a chameleon seeking to blend in. Meggan protests she is a human being. Shouldn’t she be able to tell it “no?” Kurt suggests it might be a matter of practice. She hopes so and tells him it is easy to be sure around him. He knows who he is inside and out, she doesn’t, Changing is so natural, she sometimes wonders which shape is the real Meggan, if she exists at all.
“Oh my goodness!” she exclaims. They have reached Manhattan and see the freakishly tall Empire State Building, as well as the city glowing red. Kurt crosses himself while Kitty wonders if the situation might be a bit out of their league. They are here, they may be needed, Kurt announces. They can’t simply fly away. He orders Captain Britain and Kitty to scout the streets while he and Meggan will reconnoitre the Empire State Building. They’ll rendezvous at the Statue of Liberty. Kitty jokes they had better watch for giant apes as the two of them leave.
King Kong he can deal with, Kurt says aloud, but around the building seem to be flying demons. He warns Meggan that, if they close in, they may have to run. Eyes glowing red and her face contorted in an evil grimace, she asks whatever for? and tosses him at two demons who catch him.
While they hold him. Meggan flies toward N’astirh, who is delighted at finding a new recruit. Meggan ignores Kurt’s shouts as she happily offers N’astirh her help. In front of Kurt’s eyes, N’astirh feeds on Meggan’s soul and she stands transformed into a leather clad evil version of herself – the Goblin Princess.
Meggan strides towards Kurt, intent on doing the same to him, but Kurt somersaults out of the demons’ grip. He keeps on dodging as she tries to blast him. Finally, he stands at the roof’s edge with no way out. He realizes that, if he stands his ground, he is as good as dead, or worse. Only one way to go and he jumps, thinking to himself why isn’t Cap ever paying attention when he is truly needed? He tries to land on flying demons to break his fall. Kurt recalls the joke of the man who jumped off the Empire State Building. On the way down, as he passed every floor, he’s heard to remark: “So far, so good,” He tries to us a flag to break his fall but tears right through it and lands hard.
Aching, he lies on the ground. He sees mannequin-like-looking Rachel standing in the shop window of a bridal store, just smiling brightly. He can only wonder why she is smiling and not moving, not helping, before he loses consciousness.
Further uptown, Kitty has saved a couple from a police car that planned to eat them for jaywalking. Kitty phases the couple and Cap smashes the car apart. However, he is shocked to find the fluid it emits isn’t engine oil but blood.
Poor darling, a familiar voice mocks. He sounds so shocked. Meggan as Goblin Princess comes floating down to them. What’s happened to her? Brian asks. Hardly anything at all compared to what’s in store for him! she shoots back. She gestures and films from the cinema in front of them grab him. Before Kitty can phase him free, the film draws him away into the cinema. Meggan follows, cackling she has him forever now. He’ll never leave her again! The doors slam shut behind them.
Kitty realizes following is not smart at all but phases through the wall. However, midphase, something feels wrong. She screams in pain.
She wakes up lying in the sand. Glazy-eyed people around her are dressed as Afghanis but are clearly Americans. Kitty gets a look at herself, dressed in fatigues like a sort of female Rambo. A moment, later Brian appears, dressed similarly and heavily armed. So she would challenge the might of the Goblin Princess? he blusters. The penalty for that is execution!