Night falls upon the arcane and majestic city of New York. As wooden ships come to dock at its harbors, the citizens of the grand city, filled with spires and other ancient designed buildings, quickly head home for the night. To break curfew there is suicide. That is exactly what Kyra hears from her mother. Kyra, an impoverished blonde woman tells her mother that she does not care.
Those monsters took her son, Brian. How can she greet another sunrise if her little boy is dead? Kyra’s concerned mother asks her how she plans on snatching Brian back from the Night Watch. Kyra walks into the darkness of the streets and admits that she is not sure, but she will save him. They will both be home soon. Only moments after leaving her home, however, Kyra senses something evil nearby. She looks up to see a bat-like creature in the air and immediately hides in the darkness.
Kyra spots two guards rounding the corner, one of whom holds up a torch. The guard with the torch mutters about how he liked it better when Callisto was the guard captain. The other guard tells his companion to bite his tongue, for if the new captain thinks that he is part of Callisto’s cadre then he will be crucified too. At the moment, they should be finding some curfew breakers before Captain Russell deems them too lazy for Night Watch.
Suddenly, the two men hear a sound and pull out their swords. The two agree to have some fun with their victim before throwing him or her in the dungeon. The two head into the shadows to find their victim, but immediately scream in terror. Kyra can only watch as a large white beast rips the two guards to pieces with its bare hands. The beast turns to Kyra and screams its name: Wendigo!
As Wendigo feasts on his victims, Kyra runs for her life crying. She reaches the public house and takes a moment to recollect herself. Suddenly, she hears something behind her. She turns and screams. Behind her is a giant bat-like creature. Kyra begs to Lord Morbius to let her live. She has a son. “I’m sure you did,” replies the vampire. However, if the Master claimed him then she knows just as well as him that her son is gone. Morbius grabs Kyra, who screams for the people in the tavern to help her.
Inside, the owner stands by the door and hears Kyra scram that by all that is holy help her. The owner mutters that it is too late as the patrons of the bar listen on. Outside, Morbius tells Kyra she should have stayed home to spawn more brats rather than be out her to slake his thirst. The tavern people hear Kyra give one final horrific scream… then there is silence. The tavern owner turns to his guests and tells them that is why one should never break curfew. He assures them that the victim was probably some cutthroat getting his just desserts. To lighten the mood, he offers everyone ale on the house, which receives a very cheery response.
At one table is a rather colorful bunch of patrons. One of the women, who is pink and wears a brown top and pants, asks Sir Calvin if this is the job he thinks that they should get. Should they be killing curfew breakers in the dead of night? Sir Calvin, who wears chain mail with a blue cape, asks Lady Clarice what other honest work is there for them. It is better to side with the Vizier’s guard then against them. Morph, dressed like an ancient priest, leans over and whispers to Sir Calvin that they could let Lady Clarice steal whatever they need. She is a master thief after all. Sir Calvin is not amused and tells Morph to take some lessons from the real jester. Morph transforms his head into that of a chicken and reminds Calvin that there is a reason the Beak is unemployed, but he understands his meaning. He hopes their honest career begins tomorrow, for Namora’s gold trinkets only fetched them room and board for tonight.
Remembering how she had to sell her gold jewelry, Namora reminds Clarice of her sacrifice. Why doesn’t she then sell that bracelet on her arm? Clarice, slightly annoyed, reminds Namora one more time that it won’t come off. She does not know how she got stuck with this ugly thing on her arm, but it won’t budge. She then adds that she thinks it is haunted. There are voices that she keeps hearing coming from it. Calvin shushes Clarice, for it someone was to hear them then they would be kicked out for sure. He then suggests that they all sleep and find employment in the morning. Assuming Heather survives that long, says Morph as he helps the ailing Heather up. Rather weakly, Heather tells Morph that she will live long enough for him to eat those words. “That’s the spirit, Heather,” replies Morph, as he helps his friend up the stairs. Unbeknownst to any of them, however, a young man with brown hair, wearing a blue and red garb, watches them go.
That night, Calvin and Clarice share a bed. Calvin suddenly wakes up and smells something wrong. He gets out of bed, while Clarice still sleeps, and pops out his claws. A voice from above tells him that his claws remind him of someone he knows. Hopefully Calvin is a lot nicer than the other one. Calvin looks up to see a man dressed in a red and blue outfit, with a symbol of a spider on his chest, sitting upside-down on the ceiling. Calvin tells Spider-Man that he does not take kindly to assassins, but Spider-Man tells him that he has him all wrong. He was sent here by someone who needs help. Suddenly, Clarice wakes up and throws a teleportation arrow at Spider-Man, who narrowly avoids its. Spider-Man once again claims that he is here for help as he webs up the attacking Calvin and Clarice. Clarice teleports behind Spider-Man and asks if he can pay for this help. Spider-Man confirms that this will definitely pay off for them, so she should wake up her friends so he can explain.
In a few moments, the Exiles are grouped and Spider-Man explains the situation. A few weeks ago this island-city was called Manhattan. It was completely different than from what it is now. The city was transformed by an ancient wizard he fought a while back. This man hates him for beating him. The wizard is none other than Kulan Gath. His spell took everyone by surprise. In moments the skyscrapers all became fortresses and minarets. Cars turned into chariots, streetlights into torches, guns into swords, and etc. Everything transformed except for their friendly neighborhood Spider-Man. That was Gath’s punch line. Everything changed except for the one man Gath hates the most. He is the only one who remembers what things used to be like. Beak is confused, however, as the master’s name isn’t Kulan Gath. Not anymore, replies Spider-Man.
Spider-Man explains that when this first started only Manhattan was affected. There was a mystical barrier around the city so those outside could not see what was happening inside. Anyone who crossed that barrier was transformed into a citizen of Gath’s city. Everyone believes, including the Exiles, that this is how things are supposed to be. Namora does not believe Spider-Man and tells him that his tale gets more fanciful as he tells it. Sure, says Spider-Man. He then asks Namora how the six of them began hanging out together. Namora finds herself stumped. Spider-Man asks her if she keeps on drawing a blank every time she tries to remember a few weeks back.
Spider-Man then continues his story. Gath rounded up anyone in the area with super powers and used his magic to unleash the darkness within them. He witnessed himself the X-Men, Avengers, New Mutants and Morlocks transformed into his guard and committing horrible acts. Meanwhile, supernatural beings from around the globe began to be drawn there, as if Manhattan was a magnet for badness. Kulan Gath found himself with many new recruits. With his spell, they all became his best soldiers. However, he made his worst mistake one day when he unleashed the darkness inside a prisoner named Johnny Blaze.
Gath never thought that within Blaze there would be something worse than himself. Inside Blaze was a demon known as Ghost Rider, but his real name is Zarathos. Zarathos understood the master spell better than Gath did. As soon as Zarathos snatched Gath’s amulet necklace he became the new master. However, Spider-Man has come to the Exiles to tell them that they can fight back. If they come with him he can introduce them to someone who knows how to depose of Zarathos and his goon squad. Clarice asks him why he wanted the six of them. Spider-Man informs the group that he came to them for two reasons. One, they are new in town and are not on the Vizier’s guard. Secondly, his partner is very interested in that bracelet on Clarice’s arm.
Meanwhile, at Master Zarathos’ palace, Lord Morbius tells Wendigo that there is something caught in his teeth. It could be an eyeball or a knucklebone. In any case he should make himself more presentable. At that moment, another man walks in and tells Morbius that he can wash Wendigo from stem to stern, but it won’t bring back the two guards that he ate. Wendigo didn’t even bother to hide the bones or leave anything for him to snack on. He might as well as have spit on his face. Morbius apologizes to Captain Russell on behalf of Wendigo. It was his responsibility to keep a tight rein on him. Annoyed, Russell tells Morbius to shut up. He doesn’t care how Morbius keeps check of Wendigo. What he cares about is that another night has passed with Kulan Gath on the loose in the city. The Master does not tolerate failure.
Morbius and Wendigo get very defensive and remind Russell that the failure is all his. The two of them won’t be blamed for his failure. Now extremely angry, Russell decides that their skins on the city gates should send the message to the others to find Gath fast. Wendigo begins to howl in anger, which prompts Russell to transform into Werewolf by Night. With one powerful blow, he sends Wendigo flying backwards. Suddenly, a voice from the throne rooms tells the three that he could watch them rip each other up all morning, but now is not the time for blood sport. They know Kulan Gath is needed for the sacrifice to make the spell global, yet they still choose to fight. Zarathos appears before the three, dressed in a brown robe, with the amulet around his neck.
Zarathos announces that there is something new in his kingdom. It is an anomaly that he cannot quite put his finger on. A group of newcomers have brought it here. He could have located them if Wendigo had not eaten Xavier and Caliban, so they will have to make due with their abilities to find those with super powers. However, Zarathos knows that Gath is also looking for these newcomers. This object they possess sends ripples across reality. Zarathos orders the three to find the strangers and bring them here tonight before Kulan Gath does. The three beasts comply, but Zarathos warns them that, if they should fail, he will make them beg for death.
Sometime later, the Exiles find themselves being led by Spider-Man in the sewers. Morph is concerned and informs the others that he doesn’t think that they should have brought Heather down there. Spider-Man assures Morph that Heather wouldn’t have been safe at the tavern. In any case they are almost at their destination. He then asks what is wrong with Heather. Is she sick? Namora informs Spider-Man that she fell ill when they entered the city. She also adds that she will fall ill herself is she has to spend anymore time in this vile water. Clarice questions why Spider-Man’s partner lives in the tunnels. Didn’t most of the Vizier’s guard used to live down here according to him? The Morlocks did once, answers Spider-Man, however, there was an assignation attempt against Zarathos soon after he took over. The assassin was the leader of the guard and also a Morlock: Callisto. The Vizier’s guard burned all the Morlocks alive down there.
Suddenly, Spider-Man leaps in the air and shouts out to his partner to attack now. Illyana Rasputin, a.k.a Magik, leaps out of the shadows and stabs Clarice with her Soul-Sword. Horrified, Calvin uses his optic blast to take Magik down. Spider-Man webs up Calvin’s eyes and comments that the X-Men should sue for copyright infringement. He then comes to Magik’s aid and asks if she is all right. Morph and Namora charge at the two, but suddenly Blink teleports in between the two groups and orders her fellow Exiles to stop. However, Blink is no longer wearing her brown outfit. Instead, she is back in her green one, and also free of Zarathos’ spell. Calvin is confused and asks Blink what happened to her. Blink explains that Magik’s sword must have freed her from the spell.
Suddenly, a raspy old voice tells Blink that breaking spells is exactly what Illyana’s Soul-Sword does. The Exiles watch as a robed figure comes down from the tunnel towards them. The mysterious figure explains that the sword is the ultimate expression of Illyana’s magical might. No enchantment of sorcery can endure the bite of her blade. Spider-Man tells the others to calm down. He explains that this is the man who sent him to get them. Believe it or not, he is on their side. Blink confirms this and explains that they will all understand once free from the master spell. Now that she is herself again the Tallus has confirmed their mission.
As Kulan Gath steps out of the shadows, Blink announces that they must put him back onto his throne! Gath smiles and explains that this must be the way, for the one currently on the throne would bring to this world cruelty even he has never dreamed of!
