The jester, Beak, falls to his knees at the command of Blink and asks her if it must be this way, clearly terrified. Blink stands by the mad sorcerer, Kulan Gath, who smiles maniacally, and apologizes to Beak, but his has to be this way. Deep in the sewers of New Hyborea, Beak is decapitated by the mighty Soul-Sword of Magik. The Soul-Sword, possessing the ability to break all spells, passes safely through the neck of Beak, who transforms from useless jester back to his normal, useless form.
Beak stands up with his baseball bat and is shocked to see that he is himself again. He then recalls all that has happened recently, about Kulan Gath’s magical Master Spell that transformed them all and of how Zarathos deposed Gath and took over. It was all real, wasn’t it? Magik smiles and turns to Namora, Heather, Sir Calvin and Morph, asking which one of them would like to go next.
Soon, all the Exiles have been transformed back to normal, thanks to Magik and her Soul-Sword. Heather is still sick, however, and sits down for a moment as the Beak comes over to check on her. Weakly, she asks if the rest of New York still looks like it came out of a Tolkien novel. Mimic confirms this and explains that this underground area they are in was probably the subway once. Namora smiles and looks at her majestic body. She comments on how it is wonderful to be in her own clothes again. What little she wears of them, of course, replies Morph. Of course, he wears even less.
Confused, Namora asks Morph about what he is talking about. He is always dressed head to toe. Morph shifts into a tuxedo and tells Namora that she is wrong. It may look like he is wearing clothing, but does she really think that cotton decides to transform too when he does. Namora is left speechless as she realizes that Morph is actually naked and has been since the moment she met him. Spider-Man puts his arm around Magik and tells Namora that the word she is looking for is “ew.” He then tells Illyana to hit Morph one more time with that sword. “And get his cooties on my Soul-Sword…?” asks Magik.
Beak interrupts and tells the group that he hates to wet the blanket, but Heather is still sick. Jokingly, Mimic tells the doctor to heal herself. She can just turn into Sasquatch and let her healing factor fix whatever is wrong. Weakly, Heather tells Mimic that it is hard for her to explain, but she is afraid to transform into Sasquatch. Something doesn’t feel right here. Concerned, Blink asks if it is not the fever talking of her. Shouldn’t she try at least? No, screams Gath as he grabs Blink by the wrist. If Heather’s powers are mystical in nature then she should trust her intuition. Annoyed, Blink says that she trusts Heather. It is he whom she does not trust.
Mimic steps between the two and makes Gath let go of Blink. His eyes glow red as he tells Gath two important things. One, that is his girlfriend Gath was handling. Two, Heather got her powers from gamma radiation, not magic. Mockingly, Mimic asks if the great Kulan Gath should not see that. Gath tells Mimic-Man to mock at his own peril, but Spider-Man intervenes. He tells Gath that Calvin’s name is just Mimic, not Mimic-Man. Why can’t he ever get names right. Gath orders the Man-Spider to step aside. Spider-Man rests his case. He then changes the subject back to Zarathos and how they are going to dethrone him.
Gath agrees and asks Blink if that is not what her talisman ordered them to do. Blink confirms that the Tallus wants the Exiles to help Gath. Gath is fascinated by the Tallus and asks Blink if she obeys its every command. It is part of their job, replies Blink. They are the Exiles, because they are thrown into alternate realities to pull worlds back from the brink of destruction. Sometimes the missions are easy, but other times they are forced to team up with people like Gath.
Indeed, replies Gath, smiling. First, though, he must fill them all in on what will be required if they are to take down Zarathos. Gath had used the Master Spell to transform New York City into a Hyborean aged city like ones in his youth. He had wished to expand this spell so all super-powered beings would be under his thrall, though the Man-Spider would not be transformed. He would be tortured for an earlier insult against Gath. Story of my life, replies Spider-Man, he is always left out of the party. Gath continues his story and explains that he unwittingly unleashed the demon Zarathos from the being known as Ghost Rider. Zarathos took over the throne and now uses the Domed Temple as his stronghold. Zarathos knew that Gath’s necklace was the key to the Master Spell, so he snatched it from him. It is this necklace that the Exiles must steal back.
If he needs something stolen, replies Blink, then she’s his girl. However, who is guarding this talisman? Gath explains that most of the guards are former heroes under his spell, but his principal guards are Lord Morbius, Wendigo and the captain of the Vizier’s guard, Jack Russell, cursed to be Werewolf by Night. Mimic isn’t impressed and mentions that Wendigo is strong, but dumb as a post and the other two were jokes where he comes from. Gath reminds Mimic that they are not in his native land. Here in New Hyborea, one’s power is augmented by the connection to the supernatural.
Zarathos hails from the Nether Planes, which is how Gath was overpowered. However, Zarathos has limits. His attempts to expand the Master Spell have failed so far. His minions sacrificed every child in the realm, but the borders have not changed. Horrified, Beak asks how killing children would accomplish this goal. “Child sacrifice is how I cast my spell in the first place,” replies Gath, coldly.
Elsewhere, Jack Russell bangs on the door to the Public House, where the Exiles had been resting for the night. The owner opens up and is surprised to see that Russell has come himself. Getting right to the interrogation, Russell tells the man that he learned that six guests disappeared in the night. Yes, replies the scared man as he leads Russell to the room they rented.
Once there, the two men look at the ceiling. The owner asks if the webs belong to him. Russell sniffs the air and comments that even had he not left his spoor on the walls the smell of Spider-Man is still recognizable. Russell tells the owner that he did well reporting this. The owner thanks Russell and asks if there will be a reward. In a manner of speaking, answers Russell, as he throws a black orb to the ground. The orb breaks and releases a black smoke, which begins to take form. An evil voice announces that she is hungry. She is lonely. She is… free?
Selene stands before the two men and asks what services are required of her. The owner is terrified to see the Black Queen among them and tells Russell to defend himself as he raises the alarm. Russell rolls his eyes as Selene comments on how tedious this is. With her magic, she warps the floor so that it turns into a giant fist, which grabs the owner. Selene turns to Russell and orders him to explain why he summoned her before she rips him limb from limb. Russell tells Selene to stop flirting, for this is serious. Six strangers arrived with an object that makes Zarathos nervous. It apparently sends ripples across the fabric of reality.
Selene acknowledges that she does sense something different. Were these strangers demons are fairies? Neither, thinks Russell. However, they seem to be in league with Spider-Man. Selene suddenly becomes more serious, as she realizes that Kulan Gath must have summoned them. Exactly, replies Russell. Is she ready for her part in the plan then? Yes, replies Selene. She will be in place for when they make their move. Good, then he had better return to the temple before he is missed, replies Jack.
Selene points to the owner and asks about Jack’s snack. Jack tells Selene to have him, as she needs her strength. Elated that Jack does love her, she kisses him on the lips. Jack simply walks out of the room and tells Selene to be fast. They don’t have much time. It is a shame not to savor a soul, comments Selene, but a meal is a meal.
Soon, the Exiles, Spider-Man, and Magik stand on a rooftop across the Domed Temple. Spider-Man tells Blink to teleport him and Illyana past the gate and they will take it from there. Blink comments that the place doesn’t look so bad in daylight. Namora chimes in and asks if it is wise to attack midday. She has decades of military service and with a group as small as them it wouldn’t be wise to attack now. Magik tells Namora that normally she would be right, but Morbius sleeps during the day, as well as Wendigo. She saw it herself when she was a scullery maid in the temple. Jack Russell is less dangerous during the day. He cannot transform into a werewolf until the sun goes down… at least she thinks he can’t.
Zarathos also sleeps during the day, though out of choice not necessity. He holds his court at night. Their best chance is for her to cut the necklace off his neck with her Soul-Sword, but she needs them to get her close enough. Morph realizes that the others will sneak in, while he and some of the others distract the guards. It seems easy. Not so easy, replies Spider-Man. There are plenty of heavyweights on the guard who don’t have problems working the day shift.
Mimic tells Heather that he thinks it would be better if she stayed behind, but Heather refuses. She won’t sit around wondering if they are all getting killed. Besides, shouldn’t they all be worried about Kulan Gath. Why didn’t he come with them? Spider-Man tells her that if Zarathos captures Gath then it is all over for them. If Kulan is sacrificed on the altar Zarathos could make the Master Spell global. They just need to get inside. Spider-Man is sure, though, that as soon as they snatch the talisman from Zarathos, Kulan Gath will show up to collect it. A little concerned, Heather reminds Spider-Man that they wouldn’t actually give Gath the talisman. The Tallus simply told them to put Gath back on his throne. Blink then teleports the group down.
Inside, Sister Voodoo runs to Jack Russell and informs him that the temple is under attack. Three strangers materialized at the south gate and are now fighting the sentries. Three, questions Russell. He orders Sister Voodoo to round up the guards on duty to repel the invaders. He will go back to the inner sanctum to protect Zarathos as he slumbers. As she goes off, Sister Voodoo asks Russell if he will unleash Wendigo. Only if you fail, threatens Russell. Then he will feed her to the beast.
Both leave the room to prepare. A few moments later, Blink teleports in with Magik, Spider-Man, Beak and Heather. The area is clear, but Spider-Man orders the group to hustle. The others outside can’t keep up the diversion for too long.
Outside, Morph, Mimic and Namora engage the Vizier’s guard. Morph transforms into Conan the barbarian and tells Captain America that he will taste his savage sword. Mimic shoots an optic blast at Thor, while Namora squares off against the Scarlet Witch. Daredevil and Storm quickly rush to the scene. Mimic tells Morph to shut up and fight but, as he does so, Thor takes him down with Mjolnir. Storm blasts Morph with lightning and Namora finds herself bound by a spell, thanks to the Scarlet Witch.
Namora asks Mimic for help and finds that she does indeed get it, but from an unlikely source. As the Scarlet Witch orders the group to finish their foes, the ground begins to shake. Suddenly, the cobbled ground warps into giants fists, each of which grabs one guard. The confused guards are then pulled underground to eventually smother to death. Mimic is left speechless, but Morph wonders what just happened.
Selene approaches the group and tells them that she saved their skins for now. Most of the guards will smother, but the ground won’t hold all of them for long. It is best that they join the others inside. The three Exiles follow Selene inside. Mimic asks her who she is and why she is helping them. Selene introduces herself as the Black Queen and informs Mimic that they aren’t the only ones who wish to see Zarathos deposed.
Elsewhere, Russell kills the guard outside Zarathos’ chamber and enters. He approaches the sleeping king, who wakes up as soon as Russell tries to reach for the talisman. Zarathos tells Russell that Morbius was right about him. He had to be right about something one of these days. Zarathos gets up and grabs Russell by the wrist, telling him that Morbius also thinks that the captain doesn’t need to wait until sunset to turn into a werewolf. Does Russell care to show him that trick one last time before succumbing to the Penance Stare? In a split-second, Russell transforms into Werewolf by Night.
Outside the room, Blink and the others arrive in time to hear the yelping of a dog. Blink enters the room to see the powerful Zarathos defeating Werewolf by Night with his Penance State. He tells Russell to whine like the dog he is. He has committed so many crimes, but he will relive them all at once. Even Russell cannot stand against his inner demons for long! Zarathos ponders what Russell would have done with his talisman as he caresses his necklace.
Suddenly, in a blink of an eye, the talisman disappears from Zarathos’ neck. Zarathos looks over to see Spider-Man, Magik and Blink. Blink holds the talisman and asks Zarathos if he is looking for something.
Werewolf by Night takes advantage of the distraction and lunges at Zarathos, who is caught off guard. Suddenly though, Spider-Man shoves Magik into the hallway and then punches Blink in the back of the head, commenting that it is a pity that she doesn’t have a spider sense. Of course, it didn’t help the Man-Spider in the end against his magics. “Spider-Man” then reverts to his true form of Kulan Gath! Gath picks up the talisman from the ground, his plan now realized.
In the hallway, the door slams shut. As Beak helps Magik up, he asks her what just happened. Magik is not sure, but is cut off by Heather, who tells the pair to forget that. They have their own troubles. The three turn to see Lord Morbius and Wendigo emerge from the shadows. “It’s getting so I cannot catch a decent day’s sleep around here…” rasps Morbius.