The Exiles, along with their newest member Spider-Man from the year 2099, are teleported back to the Panoptichron and arrive at the teleportation chamber. Sabretooth, Blink and Longshot immediately stride down the corridor with determined looks on their faces. Spider-Man, however, stands stunned at the crystal walls around him, and asks where they are. Morph welcomes Spider-Man to the Crystal Palace. Now that Miguel is an Exile he will be calling this place home.
Spider-Man follows the other Exiles and notices one of the worker class Timebreakers. He asks the team if they have a bug problem, but Morph explains that the Timebreakers run the place. Miguel doesn’t think that the name Timebreakers doesn’t sound good, but Morph assures him that he will catch him up on their history later.
As the Exiles enter the Control Room, Spider-Man asks what this place looks like from the outside. Morph thinks for a moment and realizes that he never really thought about it. Heather Hudson, standing at the top of a staircase by her equipment, places her hands on her hips and tells Dr. O’Hara that the Panoptichron doesn’t have an outside. Miguel takes off his mask and deduces that since this woman knows his real name she must be the Heather the others keep on mentioning. Heather introduces herself as a fellow PhD to her new teammate. Miguel then asks what a Panoptichron is.
Heather explains that the Crystal Palace term is a just a nickname for this place, which is properly referred to as the Panoptichron. This is a trans-dimensional observatory located outside of space and time, overlooking the entire multiverse. Miguel thinks hard for a moment and realizes that since they are outside of space and time they are surrounded by nothing, so there is no vantage point from which one could see the Panoptichron’s exterior. Heather smiles and tells Miguel that he is catching on fast, but the man tells her that his head hurts thinking about it.
Suddenly, a sovereign caste Timebreaker rushes up to Heather and tells her that it is urgent that they speak. Heather guesses that Proteus is wrecking the multiverse with his travels, but much to her surprise the Timebreaker tells Heather that it isn’t Proteus that is wrecking the multiverse. She is. In fact, all of them are!
Heather is angered by the Timebreaker, since they are the ones who damaged the multiverse to being with. The Timebreaker argues what while she speaks the truth; they are working to repair the mistake. She, however, is deviating from the mission by hunting down Proteus. Sabretooth corrects the Timebreaker. By mission he means cleaning up their wreck. Annoyed, Blink tells the Timebreakers that in case they weren’t paying attention, the Exiles don’t work for them anymore. The Timebreaker picks up a device and tells the team that arguing is useless, for the damage is irrefutable. Heather takes the device and reads it, hoping that this isn’t true. The other Exiles, however, cannot understand what it means.
Heather explains that they threw off the intended course of history in the last two worlds they visited. Confused, Blink tells Heather that their missions always change history. The Timebreakers, however, explain that those changes were necessary to save the broken realities. The recent missions, unfortunately, are creating branches off of the established timelines, with impossible to determine long-term impact. Meanwhile, the already damaged worlds are closer to collapse! Angry, Blink asks the Timebreakers what they want her to do. Go back to work and let Mimic’s murderer go free? They won’t do that.
Before the Timebreaker can argue, another Timebreaker alerts Heather to Proteus’ appearance in Earth #712. Heather tells him to pull it up on the reality index so she can see who Proteus is after now. She then looks at the file on Earth #712, and is extremely troubled when she discovers where Proteus has gone.
Hyperion and Power Princess of the Squadron Supreme fly three miles above Utopia Isle. Hyperion tells his companion that he will not like them coming to his rescue. Power Princess tells Hyperion that they cannot be worried about harming their friend’s pride. They need to get him and the others out alive.
Power Princess then wonders how the Global Directorate found them. Utopia Isle was hidden from the eyes of men. Hyperion tells Zarda that he doesn’t know, but from up there it looks as if the Directorate has amassed a whole lot of Blue Eagle Shock Troops. Princess recalls how Master Menace designed the weapons for the Shock Troops. They have weapons that can even hurt Hyperion.
Below on the ground, members of the Blue Eagle Shock Troops spot Hyperion and Power Princess. A trooper from inside a tank tells the two that they are under arrest for possession of unregistered para-human abilities. They should surrender or face execution. Power Princess, however, dismisses the troops and dives right at them. She plots through a whole group with her energy shield, telling them to get off her island. Hyperion rips off the hatch the tank, telling the Troops inside that he cannot let them harm his friends, even if the Blue Eagle Shock Troops are brainwashed.
However, two troops rush up to the tank and shoot Hyperion with their wrist weapons. Power Princess picks up a pillar and bats the men away, before rushing to the heavily weakened Hyperion’s aid. She realizes that they attacked him with Argonite lasers. She told him that they could hurt him. Hyperion is barely able to muster up the strength to tell Zarda not to kill the troops, but Power Princess faces her foes and tells her friend that the Troops do not play by his rules… so neither can she.
Meanwhile, at the Squadron Supreme Command Bunker, the man known as Doctor Spectrum keeps the ceiling from caving in by creating a lattice to support it. Doctor Spectrum tells Whizzer that it sounds like they are pounding the island with everything that they have. How are the others doing? Speaking fast, Whizzer tells Doctor Spectrum to hold on a minute as he is accessing the orbital camera network. He then checks up on the Skrullian Skymax, who is fighting the Air Force. More air fighters are heading in, though. Amphibian is about a mile off the coast, trying to ditch the Navy. Doctor Spectrum tells Whizzer to help Amphibian while he helps Skymax. Whizzer comments that if only Zarda’s people were still around. They could use a whole army of Power Princesses right now.
Meanwhile, up above, four members of the Blue Eagle troops spread out to find their prey, who was last seen in this area. One comments that at least this target doesn’t have powers, but is quickly reminded not to underestimate their quarry. They suddenly see their target and shoot him with blasts as he tries to escape. They corner Nighthawk against a wall and tell him that they have orders to take him alive for interrogation and re-education. So he can end up like them, scoffs the tattered Nighthawk. Not in a million years. One of the troops tells the hero that he isn’t in any position to refuse.
Suddenly, a warp in reality occurs between Nighthawk and the Blue Eagle troops. The Hulk, from the year 2099, appears with a maniacal smile on his face. Has he interrupted anything, asks Proteus. The Blue Eagle troops open fire on Proteus, who easily takes the blasts. He then tears up the troops, in a rage, as the attack hurt. Nighthawk watched Proteus massacre the Blue Eagle troops, with slight fear in his eyes. When Proteus is done using one troop to bat away the others, he asks Nighthawk if he is with them. No, says Nighthawk. Proteus then asks Nighthawk if he knows where a man named Hyperion could be found.
Elsewhere, Hyperion slowly gets up and weakly tells Zarda that his strength is returning. Power Princess, however, tells Hyperion that it is a glorious day to die, as the two look up to the sky to see hundreds of Blue Eagle troops in the air, as reinforcements arrive. Suddenly, Nighthawk and Proteus arrive, and Nighthawk tells his companions that, while she speaks the truth, she shouldn’t count any of them dead yet. He has made a new friend, whom he will introduce as soon as he clears the skies.
Proteus then goes on a rampage and pummels all the Blue Eagle troops. Eager for battle, Power Princess tells her comrades that Proteus will not fight alone, and then takes off to the sky. Nighthawk asks Hyperion if he was hit by Argonite, to which Hyperion confirms, but adds that the effects are fading. Noticing Hyperion’s suspicious look towards Proteus, Nighthawk tells his leader to take to the sky, for they will question their new friend later. Right now he has picked the right side to fight on.
Hyperion takes to the sky and helps Power Princess and Proteus. Quickly, the tide of the battle turns thanks to Proteus, which Hyperion marvels at. Doctor Spectrum and Skymax arrive and Spectrum tells Hyperion that there was never a doubt that the battle would turn. Skymax, however, reminds Spectrum that that the battle isn’t over as Whizzer and Amphibian have yet to return. Suddenly, one of the Eagles announces to his comrades that the Navy is retreating, as the Global Directorate has ordered a retreat!
20 minutes later:
After the Blue Eagle troops retreat, Proteus explains his story to the Squadron Supreme, who are not surprised that he comes from an alternate reality, as most of them have already traveled to other worlds. Nighthawk then asks Proteus why he made the trip to this reality to see Hyperion. Remorsefully, Proteus tells the group that he needs help. He was told of Hyperion’s kindness from a mutual friend named Beak. Not fully trusting Proteus, Hyperion tells the green man that if he really is Beak’s friend then he should know his real name. Barnell Bohusk, answers Proteus.
Whizzer asks Hyperion what they are talking about, and Power Princess explains that Beak is a boy who came here weeks ago seeking help against an evil Hyperion. Nighthawk adds that Beak was with the Exiles who go around altering other universes.
Whizzer, upon hearing this, asks Hyperion if he shut the Exiles down. No, says Nighthawk. Hyperion left Beak to supervise, to act as their conscience. Power Princess tells Hyperion it wasn’t his best decision. Proteus agrees with Power Princess. The Exiles ditched Beak and then when he tried to stop them they have hunted him ever since. Confused, Nighthawk asks Proteus that if he isn’t one of the Exiles, then how did he get caught up in this.
Before Proteus can concoct a good lie, there is a ripple in reality as the Exiles arrive. Blink orders the Squadron Supreme to step away from Proteus. See what I mean, says Proteus. Hyperion tells everyone to wait a minute, but Sabretooth rashly doesn’t listen and throws Longshot, with his knives ready, towards Proteus. Longshot tells the Squadron to help or get out of the way. Power Princess, however, knocks Longshot down with her shield, telling the Exiles that Proteus fought at their side. Hyperion and the others charge the Exiles, deciding to talk to them once they are in custody.
Whizzer tells the Exiles that they made a stupid mistake as he tackles Spider-Man. So did you, says O’Hara as he lifts up the bottom of his mask and sinks his fangs into the shoulder of Whizzer.
Nearby, Hyperion lifts up Sabretooth, who calls him an idiot, as the Exiles are here to save him. Angered, Hyperion swears that he will hurt him if Beak is hurt.
Amphibian charges Blink, telling her that she is out of her depth. Blink readies a teleportation arrow and tells her attacker that he is going to feel stupid; she then teleports him away into the ocean.
Morph and Skymax fight. Skymax tells Morph that his shifting is good, but his people invented shape-shifting. And you still walk around with skid marks for a chin, jokes Morph.
Nearby, Proteus smiles and tells himself that this is going better than planned. He then leaps into the sky, knowing that he would love to watch the Exiles get beaten up, but his work here is done. He then jumps realities.
Below, Power Princess punches Longshot in the face, keeping him down. Spectrum encases Spider-Man in a bubble, telling him that he better hope the unconscious Whizzer recovers from that odd bite. Hyperion then subdues Sabretooth, who is in feral mode. Blink grabs Morph and tells him that she is blinking them out of there. One problem, says Morph, as he punches Blink in the back of the head. I’m not Morph.
Skymax then shifts back to his true form and tells the unconscious Blink that Morph fought bravely but he never stood a real chance against the Skrullian Skymax!