Within the Panoptichron, Hyperion finds himself in battle against two good alternate reality versions of himself, teleported to the observatory by Beak, a member of the reality hopping team known as the Exiles. Hyperion laughs and fights off one Hyperion with his flash-vision, happy that someone gave him a real fight now. The good Hyperion turns to his other good counterpart and asks for a hand, as he cannot fight the evil Hyperion alone. Down below, Beak, Blink and the injured Mimic watch in awe and fear at the titans in the air.
The other Hyperion, sporting green sunglasses, tells his companion to keep on firing, as he has his back. He then slams into the evil Hyperion and knocks him through a crystal wall. The other Hyperion flies towards the combatants, though quickly tells Beak to find a place to hide, as this battle will get tough. Beak, however, has no clue where to go.
As the three Hyperions duke it out elsewhere, Beak hopes that they don’t destroy the Panoptichron while trying to save it. Blink, however, is confused as last she saw Beak he was frozen in the “wall of fallen heroes.” Beak explains that one of the tech-drones woke him up and, apparently, the bugs expect him to save the day, even though no one else could. The whole reason they made him an Exile was to stop Hyperion! Mustering up enough strength, Mimic looks up at Beak and manages a smile. He tells his comrade that he came up with a good plan. It seems that the Timebreakers saw something in him that the rest of them missed. Beak tells the two that he just hopes the fighters take their battle outside.
Beak then realizes that Namora, Sabretooth and Morph are missing. Blink explains that Sabretooth and Morph are in the desert room. Beak is perplexed on Beak’s meaning, so Blink points to a doorway, which leads to a desert. She then points to another doorway, which leads to an ocean. Blink suddenly is overcome by sorrow and explains that Namora is in the ocean room. She fought Hyperion alone, the last she saw the Atlantean queen. The water then boiled. Blink is not sure if Namora still lives. Beak walks over to the doorway to the water world and tells Blink that, if Namora hears her talking like that, then she will be mad. He then spots Namora floating face-side down in the water. However, he is not a good swimmer and asks Blink if she can teleport the injured Namora out of the water.
Suddenly, the fighting Hyperions burst out of the floor, and it seems that the evil Hyperion is holding his ground against his two counterparts. The two heroes, however, gain the advantage and slam him into the wall above the ocean world. This tremendous force, though, rocks the area and somehow rocks the water in the other world, which erupts into the Panoptichron and washes the Exiles away.
Beak, Blink and Mimic find themselves underwater and in trouble. Beak, however, sees Namora floating through the halls of the Panoptichron. He makes his way towards his teammate and reaches out to her. That is when he sees Namora’s face, which is half gone, leaving her skull exposed to the elements. The mighty Namora, queen of Atlantis and the rest of the world in her reality, is dead. Beak is scared to see her badly deteriorated body and loses his breath. Thankfully, Blink teleports herself, him and Mimic out of the water.
The three reemerge in the control room of the Panoptichron. Two members of the sovereign caste waste no time in reprimanding Beak, who is still gasping for air. One tells him that he has made the situation worse, while the other bug informs him that the battle between the Hyperions will destroy the Panoptichron. They both point their fingers at him and ask him what he has done. Beak, in defense, angrily reminds them that they were the ones who chose him to lead the rescue mission.
Blink steps forward, confused. The bugs can see the future, and that is how they knew Beak would save the day. How could they not have predicted that Hyperion would take over? One of the bugs informs Blink that they cannot truly see into the future. If they could they would have prevented this crisis. Their temporal scanners only tell them the possible outcomes and probabilities of things that will happen. Some time ago they were alerted to the fact that there would be an imminent catastrophic failure to the Panoptichron. They did not know that the crisis would be caused by Hyperion.
They then searched for the element that would decrease the probability of the Panoptichron’s destruction. Beak ended up being the best candidate for that task, though how he would achieve this is unknown. Blink then realizes that the bugs chose him for the team and hoped for the best. The bugs acknowledge this and add that, if they knew that this was his solution, they would have never of considered him. Annoyed, Beak tells Blink that the sovereigns need to learn about gratitude.
Suddenly, the Hyperions come crashing into the room, this time the good ones having the advantage. The evil Hyperion, however, kicks one away into the wall. Blink teleports Mimic and Beak a distance away, as the Hyperion with sunglasses punches his foe, announcing the he is not the first evil Hyperion he has fought before. Hyperion asks his counterpart what he is babbling about and then smacks off the man’s sunglasses. He wants to know why he wears the glasses. Doesn’t he have flash-vision?
Before Hyperion can proceed any further, Mimic grabs him by the ankle, much to the villain’s surprise. The other two Hyperions thank Mimic and then slam into the evil counterpart. As they take their battle into another room, Blink asks Beak if the Panoptichron is in space or what. If they fighters breach the hull then they are all dead when the air is sucked out. Beak, however, does not know where the installation is located.
One of the sovereign workers tells Blink that there is nothing outside the Panoptichron. They are apart from space and time. However, they can still die there. Their instruments indicate that implosion is imminent. Mimic tells Blink that they have to move the fight elsewhere, but still keep it contained. Beak wonders if they can send the Hyperions to another reality. The sovereign tells him that they can only do so if they are on the excursion platform, which is the first room the Exiles were when they arrived in the Panoptichron. Mimic relates it to the transporter room in Star Trek. Blink, however, refuses to unleash the fighters on some defenseless Earth. She has another idea.
Elsewhere, the evil Hyperion gains the advantage and takes down his foes. As the two heroes regroup, Blink teleports in and calls their attention. The young girl then teleports them all.
In the desert world, Sabretooth knees by the mush that was formerly known as Morph and asks the man if he can hear him. He is not sure if Morph is dead or alive, and wishes the funny man would show him a sign. Suddenly, the three fighting Hyperions teleport into the desert room. Fearing what may happen next, Sabretooth drags Morph’s body around a sand dune.
Hyperion stands triumphant and tells Blink that she blew it, as that was probably the last time she will get the drop on him. She could have teleported his head off, but instead she brings him back to the desert world? At least they won’t wreck the palace anymore. However, she is at a disadvantage. Has she forgotten about his sandstorm trick? Blink stands armed with a teleportation arrow and tells Hyperion that she remembers all his tricks.
She then throws her arrow, but Hyperion vibrates his body, telling Blink that apparently she hasn’t remembered all his tricks. However, Hyperion was not the destination of her arrow. Blink tells Hyperion that there is one thing he must know about sand. It gets in everywhere. Blink’s arrow hits a sand dune, and all the sand is teleported into Hyperion, inflating his body and poring out of all his cavities. The other two Hyperions are left in awe at first, but then quickly attack their foe before he can recover.
Beak, Mimic, and the sovereigns watch all of this via monitors. Beak asks Mimic if the Hyperions are going to have to kill the bad one. Mimic pauses and remembers his vow never to kill again. He asks the sovereigns if they can activate the Timebroker. He needs to speak to Blink.
In the desert world, Sabretooth congratulates Blink and asks where she found the other two Hyperions. Blink informs Creed that Beak found them. Sabretooth is impressed and reminds himself never to get on the boy’s bad side.
Suddenly, the Timebroker appears and orders the Hyperions not to kill their foe. They two are confused and wonder if the butler is a friend of Hyperion. The Timebroker turns to Blink and tells her that it is he, Mimic. They do not have to kill Hyperion to stop him. Sabretooth is annoyed and tells Blink that now that they have Hyperion on the ropes her boyfriend is squeamish. Blink informs Creed that Calvin swore never to kill again. Creed, however, does not want to take a risk to spare Mimic’s feelings. The two good Hyperions stop beating the unconscious Hyperion and agree with Mimic. They agreed to help stop Hyperion, but they are not killers. If there is an alternative then they want to hear it.
Mimic explains that he asked the Timebreakers where they found Hyperion and they told him that he wasn’t a threat until he was on Weapon X. He took over his own Earth, but they did not submit peacefully. With all their heroes dead, the armies bombed the entire world and created a nuclear winter. When the Timebreakers found Hyperion, he was all alone for years on a radioactive dust ball.
Soon, the evil Hyperion wakes up and finds himself in a foggy area. Confused, he walks around for a bit, when he spots a poster of his villainous self, with the words “Never Surrender” written on it. Hyperion freaks out, as he realizes that he is back on his home world, and screams out in terror.
The Exiles watch this from the Panoptichron and Blink asks someone to turn off the sound. Creed tells Mimic that he got his wish, so he better hope that Hyperion doesn’t find a way to escape, especially since he knows the Exiles are out there. Mimic tells Creed he will sleep just fine. He is more worried about whether he will walk ever again.
Blink turns to the two Hyperions and figures that they should send the heroes back to their homes. One of the Hyperions tells Blink that the two of them have been talking, and they do not know if they can leave this place in the hands of the Exiles. The potential damage if the technology is misused is great and the responsible thing for them to do is to take it over themselves.
Blink tells the heroes that Beak already explained to them what they Exiles have been doing for months. She understands their concern but, after all the realities they saved, there is no one else more qualified to run the Panoptichron but them. The Hyperions, however, apologize to Blink and tell her that they cannot take her word for it.
They then turn to Beak and tell him that they do trust him. If not for him, their realities would be at the mercy of the evil Hyperion. They are forever in his debt. If he can vouch for the Exiles, then they can go home assured that one true hero is looking after the Panoptichron. Sabretooth doesn’t believe what he is hearing, but Beak becomes serious and tells Hyperion that he will do everything he can so the observatory is not misused. He vouches for the Exiles. There are dozens of worlds that owe their existence to the heroes, and that is proof enough. The tow Hyperions are content and are then teleported home.
Blink turns to Beak and guesses that he will be staying around the Panoptichron for a bit. Beak asks her if she is kidding. The minute they get medical help for Mimic and Morph, he wants to be sent home. Blink is confused, but Beak tells her that he said all that stuff so the Hyperions would leave. If given the chance to risk his life every week or spending his days staring at his girlfriend’s big, beautiful butt…
Blink smiles and tells Beak that he is giving too much information, but she gets the idea. Sabretooth smiles and pats Beak on the back. He is starting to think that the boy has his head on straighter than the rest of them put together.