Mainframe, a huge tower made of techno-organic material, is the command central of the Vi-Locks. Inside, their leader Forge is reviewing data on the Exiles on several video screens. His unique ability to understand and feel technology is what made him leader of the Vi-Locks shortly after he was transformed into one of them. Having finished his evaluation, Forge tells Banner that there is no need to go after the Exiles, the probability is deeply in his favor. Through bonding with the “drives” of the three Vi-Locks that encountered the Exiles before, Forge discovered that one of them made contact with one of the Exiles long enough to gain access to their thoughts. Banner wonders if the information gathered by these lesser Vi-Locks can be trusted, but Forge tells him that he is a snob. Given time, they will grow into greater beings like themselves and, for now, they only need to know what they saw. Forge repeats that the Exiles will be no threat to the Network and they won’t have to go after them, as the Exiles will come to them.
In Avengers headquarters in Las Vegas, Henry Pym speaks in front of the Exiles and the assembled remaining super beings. He brief them on their plan to infiltrate Mainframe and battle the army of Vi-Locks in a last desperate attempt to restore the world to what it should be. The heroes are hopelessly outnumbered, though that seems to be the least of their problems. Morph, especially, is at odds with Pym’s suggestion or as he puts it, he doesn’t “see the point in blowing our brains out before we even get there.” Blink tries to calm him and asks Henry to further explain his plan.
The scientists elaborates that it is a fairly low risk, but if they even want to have the slightest chance to capture Cypher and create a vaccine from his body, they need to get inside Mainframe. The building is one living computer and also like a body at the same time – any foreign objects will be detected and expunged. They need to get in without alerting anyone, at least at first. The only way to do this is to make Mainframe think that they are Vi-Locks too. Therefore, each of them needs to be contaminated with the Virus, just enough to get past the sensors, but not enough to get fully converted.
Morph still thinks the plan is insane, but Blink accepts on behalf of her entire team. Morph is not well with this decision, but Pym explains to him that he has nothing to fear; changelings are immune to the Virus and won’t convert. Morph is somewhat annoyed that Pym thinks he only cares about himself, but then lets the subject go. Henry Pym then says that it will take he and his colleagues, the Beast and Dr. Octopus, four days to complete the process. Until then, the other Avengers will do their best to make the Exiles comfortable.
As the heroes leave the big meeting hall, Power Fist approaches Nocturne and asks her if Nightcrawler and the Scarlet Witch are really her parents, saying that they created a truly beautiful combination. T.J. asks if he is hitting on her and Power Fist admits it, asking if she has a problem with that. Nocturne says none that she could see.
At the same time, Spider-woman explains to Sunfire that they have more space than they know what to do with and that the set-ups are pretty cozy, as they have raided most of the better hotels. Mariko thanks her and asks what Spiderwoman prefers to be called, by her codename or ... The wall-clinging heroine pulls off her mask, revealing the face of Mary Jane Watson, though everyone calls her MJ. Sunfire is somewhat startled by this revelation.
Meanwhile, Morph is asking Rachel who the most powerful telepath is the Avengers have. Rachel bluntly states that would be she and Morph comments that she seems to take after her mother. He then mentions that he had an idea back when the team was trapped on the Skrull world and he would like her to try it out for him.
Blink and Mimic are in their room. Clarice marvels at the interior. Surely, they weren’t kidding about outfitting the place with stuff they had plundered from hotels. They even have DVD, though. Coming from a dark world that did not even have television, Clarice says she’ll need Calvin’s help to choose from the many options. Mimic, however, is not interested at all. Blink finally has enough of his recent behavior and tells her lover that they have three or four days of downtime and she is not going to put up with any more of his mood swings. Instead, they are going to talk about it. Calvin claims he doesn’t know what she is talking about but Clarice kneels down to him and tells him to stop. He has been like this for over a month and, so far, she and the rest of the team have ignored it but now they are going to talk about it. Once more, she asks him what’s wrong.
For a moment, there is silence. Then, Calvin lifts his head and with a troubled look on his face and says that he is sick of all this. He wants his life back. He wants to go home. Blink replies that they all do. Mimic knows this, it’s just he had to face some very hard facts about himself. She wants to know what he means and Calvin explains that he is not as tough as the others. He already found himself incapable of leading the team, that’s why he asked Blink to do it and that’s only one example. The fact is, he liked his life, he liked his friends, and he liked knowing who the good guys and who the bad guys were. Despite how bizarre or dangerous his native reality was, it was one he understood. However, looking at such a world like they are currently on, almost everyone he knew is either dead or some electro-zombie vampire. How and why could this happen? He hates this.
With these last words, Calvin has turned away from Clarice and walked to the other side of the room, though Blink comes after him and wraps her arms around him from behind. She asks how she can help him. Mimic replies, “Tolerate me. I’ll always do my job. I swear. Just be my friend, okay?” A little bit confused, Blink says that she thought they were more than friends. They hug and Mimic agrees, though he still has the same troubled expression on his face.
(three days later)
All having received their share of the Virus, the Exiles and ten of the Avengers are standing on a mountaintop, observing the nearby Vi-Lock fortress, Mainframe. Blink tells everyone to get read to teleport and immediately everyone finds themselves inside the base. Alpha team, consisting of Blink, Nocturne, Spider-woman and Havok, hide in secure places, using the schematics they were able to piece together from the Tallus’ info.
Elsewhere, the other heroes’ purpose is to draw attention to themselves. The Beast uses an electronic device to contact the home base and inform them they have completed phase one, well aware that the Vi-Locks will pick of the transmission. From his command center, Forge tells Banner to get everyone and deal with the intruders. No sooner said than done, the mixed grouping of Exiles and Avengers finds themselves face to face with several super-powered Vi-Locks, like it was planned right from the start. Team Beta would take the hit, so that Team Alpha could get the job done.
Well aware that they won’t win this battle, the heroes spring into action and start fighting the techno-organic creatures. Mimic battles Captain America, Power Fist brawls with the Thing and Morph, looking like Japanese robot, kicks the Scorpion in the face. The Beast and Frog take on the Abomination, Sunfire gets knocked out by a double punch from the speedster twins Aurora and Northstar and Banner himself takes on the Rhino. The Vi-Lock makes it a point to tell him, that his radiation-enhanced body stocking makes him immune to a techno-organic infection but, even if it wouldn’t, the Vi-Locks wouldn’t have wanted him. He then grabs the Rhino by his horn and swings him over his head, slamming him into the ground. However, Banner’s next opponent is already waiting – Sasquatch. The Blob, in the meantime, is facing the six-armed techno-organic Spider-man and makes fun of him – if he doesn’t want to be moved, he won’t budge. Spider-man dryly replies, “Only because you are still meat. Once you are on our side – you will move – you will bend – you will break.” Spider-man’s hands transform into techno-organic junk that he rams down the Blob’s throat.
Elsewhere in the complex, Team Alpha has reached the containment center that, according to the Tallus, Cypher is in. Standing in front of dozens of egg-shaped transparent canisters containing a Vi-Lock each, the four heroes set out to find their quarry. They split up, as time is of the essence.
In the command center, Forge begins to wonder why the heroes made such a mistake as send a traceable transmission. He realizes that they must be a distraction, so he calls up the events within all rooms and corner to be displayed on the screens in front of him. Soon, he gets aware of Team Alpha and, intending to thwart whatever they are planning to do, he merges into a wall.
In the containment center, Blink and Spiderwoman are inspecting one of the canisters, but it isn’t Cypher as the body inside has breasts. Right then, Forge melts out of the ground and orders them to cease their activity at once and face him. He then promises to convert them painlessly if they are truthful about their intentions. From behind Havok blasts at him, stating that he can consider this as a no to his generous offer. The Vi-Lock leader however is not affected too much by the blast and, in return, releases a beam of energy against Havok. Explaining that within his fortress, he is everywhere, within every single circuit and wire, he causes to big hands to form out of the ground, pinning Spider-woman and Nocturne against the wall.
Next, he grabs Blink and announces that her mind will tell him all he desires to know. While Clarice still pleads him to stop, he spits out techno-organic material engulfing her mouth. “You will join with me, girl! Show me! Why have you breached my home?” Processing the data he assimilates from her, Forge understands that they were trying to find a cure. Forge mocks the Exiles’ attempt and shows them that they were very close to success, but now it is all for naught as the canister containing Cypher explodes. Forge states that he should have eliminated him years ago, maybe it was some last remnant of human frailty, some sort of affection for the being that gave birth to the Vi-Locks, that caused him to keep him.
With her entire face and shoulders transformed to techno-organic material, Blink mutters a weak “Evac.” She teleports away, just like all the other Exiles and Avengers inside Mainframe. Forge laughs at them and tell her to run away, as she no longer poses any threat to the Network.
The groups rematerialize in Las Vegas and Team Beta, unaware of what has transpired, wonders why the mission has ended so soon. Could it be that they already succeeded? Mimic doesn’t think so, as Blink wouldn’t have teleport the whole lot of them such a far distance in that occasion. He turns to her, asking for the reasons for the evacuation, only to see her collapse. Calvin rushes over to her, picks her up and calls for Henry Pym. Nocturne explains to the others that Blink was infected. Pym and Mimic are about to get the Exiles’ to the medi-lab, though she interrupts them, stating that they are in trouble. Mimic wants to calm her by saying that it is going to be okay, they’ll get her transfused before the infection spreads. However, Blink wasn’t talking about the infection. It’s the Tallus. It told her that, with Cypher gone, the team has failed. Only one option remains – they have to destroy the Earth.