A few months ago
Grunt is announcing he wants to play a game as he stands in a spotlight surrounded only by darkness; he is a frog dressed in a snazzy suit complete with cigar and cane. From the darkness, an unseen boy thinks it’s a bad idea. Grunt insists it is fun! “Besides…she deserves it,” the frog adds with a smile. “She’s been pickin’ on you. She’s mean!” The boy is still hesitant. He begins to mention daddy when Grunt interrupts. “Forget ‘daddy!’ He ain’t important! He don’t understand you like I do!” the frog proclaims as he swings his hat and cane with a flourish. Finally the boy relents; he will play the game. “Now that’s what I wanna hear,” says Grunt as he narrows his eyes.
Ms. Thatcher stands at the front of her classroom, addressing a black student named Willie Evans. She asks if he completed the assignment he had to do as punishment for speaking in class. “No, ma’am. I didn’t,” he replies. She decides to send him to the principal when suddenly a blinding light flashes from his eyes. “I don’t think so, Miss Thatcher,” he says as her desk suddenly comes alive as a four-legged wooden monster! “S’long, teach! You ain’t gonna bother us anymore!” the monster shouts as Ms. Thatcher screams in terror.
Later that night at the police station, a cop named Charlie and his partner are questioning William Evans, the boy’s father. Mr. Evans blames the children’s overactive imagination for the story but Charlie insists there is a teacher in the hospital in a state of shock. The police officer notes that strange things have been happening since Mr. Evans moved into the neighborhood…. Nonetheless, he lets Mr. Evans go despite his partner’s belief that Willie’s father is hiding something. Charlie simply says that he knows just the people who can handle this situation.
At home, Willie is sitting up in bed while Grunt gives a rousing speech at his feet. “Yowza!” he cries as he shakes his cane. “We were fantastic, kid. Did you see her face?” Suddenly Willie’s father barges in and Grunt disappears with a pop! Mr. Evans asks why his son did it but the boy claims not to know what he is talking about. “Stop the lying, Willie!” his father pleads. “Don’t you understand? We’ve got to get away from here. It’s not safe anymore.”
Willie’s father begins packing his things as he wonders how many more times he and his son will have to run. He recalls that it was easier when Doris was alive but, since her death, it has become so much harder. Suddenly, he notices a light in front of the house. As the door opens, in step several men in strange suits with full helmets and pistols. “Stand back, sir. We’re not here for you,” one of the men says to Mr. Evans. “You’re not taking my son!” he cries defiantly. “Leave us alone!” “Sorry, but I have orders that say otherwise,” is the stranger’s reply as he knocks out Mr. Evans with a punch. Hours later Willie’s father recovers, but it is too late; his son is gone.
Iron Man is flying in his gleaming red-and-white armor above the Adirondack Mountains of upstate New York. With just one hand he carries a huge machine; it is his newest invention: the alpha-particle generator. He arrives at the energy research facility known as Project: Pegasus, meeting the security crew and their leader Michael O’Brien, better known as the Guardsman. After a voice print and retina scan they determine it is the real Iron Man, and he is allowed to enter. Iron Man wants to know if Guardsman is enjoying his job as head of security for Pegasus. “I suppose…” says the green-and-yellow armored hero. “Although there are times I can understand why my predecessor, Quasar, left this place. But enough of that. Let’s get in the elevator.”
As they exit the elevator they meet two scientists. “Dr. Wilburn! Dr. Sorel!” Iron Man says as he greets them with a handshake. “It’s good to see you. Mr. Stark sends his regards.” “Tony and his company deserve a round of applause,” Dr. Wilburn replies. “You’ve delivered the prototype generator ahead of schedule. If it’s everything he promises, I’d say Stark is well on his way to economic recovery.”
As the two scientists leave, Willie is wheeled by on a gurney. Stark thinks it’s odd that a child would be at Project: Pegasus, and he senses that the Guardsman tenses up. They make their way to the Guardsman’s private quarters, where Tony decides to bring up the subject, noting that he thought only superhuman criminals were kept as prisoners here. “Yeah, bums like Electro and Klaw,” replies Michael as he and Tony both remove their helmets. “That I can accept. They’re proven threats to society.” Tony points out the obvious: that prisoner they just wheeled by is a nine-year-old boy! “Blast it, Tony, don’t you think I know that?” says the obviously conflicted Guardsman. “Listen, I’ve said too much already. The case is classified, but…I don’t know….” He wonders just what kind of people he is working for…
Meanwhile, on the lower west side of Manhattan lies the headquarters of X-Factor, an organization that the public believes exists to hunt mutants. In the lobby, Cameron Hodge is speaking to the secretary, Rita, when suddenly William Evans, the father of young Willie, enters the room. He suddenly pulls a gun and demands to see X-Factor, the people he believes took his son. Hodge asks him to drop the gun, questioning as to why Mr. Evans believes they stole his child. “You knew! The police knew!” he angrily shouts. “He’s a mutant! That’s why you kidnapped him!” Hodge assures him that X-Factor does not kidnap mutants despite what the press may say. “Heaven help me… I’ve never done anything like this before….” Says Mr. Evans wearily as he drops the pistol. “It’s just that I’ve been searching for so very long…so very long….” Hodge decides to take him to meet X-Factor.
Hodge and William take a seat with Scott Summers, Bobby Drake, Warren Worthington, Hank McCoy and Jean Grey, the original X-Men and now the members of the X-Factor organization. “Mr. Evans, we cannot help you unless you tell us the whole story,” says Scott, better known as Cyclops. “You told us of your son’s abduction, but nothing of his powers—only that he’s a mutant.” Mr. Evans is reluctant to tell them, but Jean assures him they exist to protect mutants from society.
“You want to know his power?” the distraught father explains. “I don’t really know how to explain it. It’s like he can take images from his mind and… make them real. Any day-dream, any idle wish can become instant reality. A few years ago, he accidentally created evil versions of the Fantastic Four.” He mentions that Reed Richards suggested he seek out Charles Xavier. As X-Factor quietly confer among themselves, Bobby notes how, if the man had taken Reed’s advice then, Willie could be getting help as one of the New Mutants. “I wonder how safe any of the New Mutants are, Bobby, now that our former enemy Magneto has taken over the school,” Scott replies to Iceman.
Turning back to the matter at hand, Mr. Evans explains that he decided against seeing Xavier because he wanted his son to have a normal life. Unfortunately, Willie’s mother died in a car crash and didn’t take it well, becoming rebellious and acting up in school. They ask him if he remembers any details about the boy’s kidnappers. “Other than that they wore full military gear—no, wait!” he suddenly recalls. “I do remember a patch with a horse’s head on the soldier who hit me. It looked like some regiment emblem or something.”
Having told all he knows, Mr. Evans is led back out by Cameron Hodge. Jean asks Scott what he thinks, and the leader of X-Factor gets quite upset. “What do I think?” says Cyclops. “I think we’re on the wrong track with this entire X-Factor thing when a distraught man comes in here believing that we’re capable of such an act—of kidnapping a boy from his father because he’s a mutant.”
As Hodge returns, Scott jabs a finger at the man. “With the exception of Cameron here, all of us are mutants and I’m getting tired of this pretense. I don’t like the idea we’re fanning the flames of this mutant hysteria.” Jean tries to reassure Scott that there is no better way to find mutants now that the Professor is gone and they must carry on his dream. “Professor Xavier raised us to be proud of who and what we are and to help our own kind,” says Warren “Angel” Worthington in agreement. “But times have changed and our methods have got to change too.” Bobby reminds them that they need to find the boy, and Hank suggests that he knows exactly where young Willie is.
Back at Project Pegasus, Iron Man is powering up his new invention with his repulsors, promising the prototype device should be able to generate power for six months. He is interrupted from trying to sell his machine by a child’s scream suddenly echoing through the building. Iron Man moves to do something only to have the Guardsman place a hand on his chest. Iron Man pleads with his friend to think about what he is doing. “The Guardsman knows exactly what he’s doing,” says Dr. Wilburn. “This is a government facility, Iron Man. What we do here is Washington’s business and not yours!” “Wilburn, I may have no authorization here…but you take your bureaucratic bull and stick it up your ear!” Iron Man says angrily.
Nonetheless, he just walks away as the Guardsman notes that, as an Avenger, Iron Man knows there is nothing he can do. Wilburn thanks his security chief for preventing Iron Man from interrupting. “Dr. Wilburn, I did what I had to do because I swore an oath to my government…” the Guardsman says, only to smack aside Dr. Wilburn! He takes off flying into the night sky, leaving behind the stunned scientists.
On a lower level of the facility lies Willie. Two Pegasus employees debate giving the kid more sedatives, but decide not to risk killing him and exit the room. Safely alone, Willie allows his imagination to run wild and some friends appear, including a flying man and a little bunny. Grunt quickly shoos those away though and demands that they do something. He has been cooped up for months and is getting restless. He has to wait a little longer, however, as suddenly the lights come on and Dr. Wilburn and Dr. Sorel check in on the boy. Dr. Wilburn expresses some regret about holding him there against his will. “Set free on society he could wreak havoc!” Dr. Sorel reminds his peer. “We have to keep his powers in check!” As they leave again, Grunt peeks his head out. “Buddy, you don’t know the half of it!” he says with a puff of his cigar.
Later that night, X-Factor shows up at Project Pegasus. They plan to secretly enter the facility and see if the boy is inside. Just as they are about to enter a door, however, it explodes in a fiery blast! “Lucky for me I decided to get off my self pity kick and get back to work,” says the Guardsman, hovering above them. “Not so lucky for you… whoever you are.” He quickly sends an intruder alert out to the whole facility. Iron Man hears the alarm and decides he should help his friend Michael. The man in charge of giving Willie his next shot also hears the alert and leaves to check it out. “Oh Willie boy,” calls Grunt with a grin on his face. “Time to wake up and have some fun!”
Iron Man rushes outside, only to see the Guardsman and Pegasus security battling a team he recognizes as the former X-Men. “Hey, it’s another armored goon,” says Iceman, however, apparently not recognizing the Avenger. “An ice blast should take care of you.” He ices up Iron Man, but the armored hero easily breaks free.
In his dark room deep underground, Willie is beginning to arouse. “Grunt,” the boy wearily mumbles. “I’m so tired….” “Don’t worry,” his diminutive friend says with a scowl. “You’ll wake up soon enough…and then we’ll pay ‘em all back for what they did to us! Yeah, that’s the ticket!”
Back on the surface the fight is growing more heated. “Stay back, Iron Man!” shouts the Guardsman. “This isn’t your fight! I—aaargghhh!” A blast from Cyclops painfully interrupts the Guardsman. “Sorry, Guardsman, but your playmates just made this personal,” Iron Man shouts. “I don’t know why you people are doing this, but that’s a friend of mine you just hurt!” Cyclops quickly orders Jean to grab the armored Avenger telekinetically, and then uses the opportunity to blast him out of the sky. Beast quickly decides to take action and jumps on Iron Man, causing the two to tumble down a hill. Iron Man recovers and is ready to renew the attack when Beast speaks up. “Wait! It’s not at all as you surmise!” the Beast says before Iron Man can slug him. “It’s Hank McCoy—the Beast!”
Meanwhile Willie is making his way out of bed, letting Grunt know he plans to get out of this place. “Sure, kid, sure!” says Grunt. “But first you gotta pay ‘em back for what they did to you!” Willie knows this means Grunt wants to play a game. He wonders what kind? “Oh—a real bad one,” Grunt angrily says as he chomps his cigar. “They deserve the very, very worst!”
Outside, the Guardsman is getting ready to order several soldiers to open fire on X-Factor. Iron Man quickly stops his friend from giving the order, however, as Beast also tells Cyclops not to attack. The Guardsman questions what shellhead is doing. “I think we’re fighting on the wrong side!” Iron Man replies.
In a monitoring room, Dr. Wilburn and Dr. Sorel are safely observing the fight on a viewscreen. “Hello, boys,” a voice suddenly calls from behind them. “I think we owe you something.” Dr. Wilburn turns to look and an expression of horror suddenly crosses his face…
“One of the intruders is an old friend of mine,” Iron Man informs the Guardsman. “He’s changed quite a bit since I last saw him, but I trust the man explicitly.” Meanwhile, Beast explains their own side of the misunderstanding to X-Factor. “So that is shellhead in his new armor, eh, Hank?” realizes Angel.
“And he admits Willie is in the complex?” Iron Man explains to the Guardsman the circumstances of how Willie came to be at Project: Pegasus, being kidnapped from his hapless father. “I swear I knew nothing about that!” replies the Guardsman. “The tests, the experiments… yes, but Wilburn told me the boy was a danger….”
The reconciled heroes don’t have long to ponder the situation, however, as the ground beneath them suddenly crumbles and an absolutely gigantic scorpion with blazing yellow eyes suddenly rises up before them. Nestled in the creature’s claw is Willie Evans and, on his shoulder, rides Grunt. “Look, Willie!” the manipulative frog cries. “More people who wanna keep you here. They’re buddies with Wilburn and the people who want to hurt you!” X-Factor and their two armored friends assault the beast, trying to rescue Willie from its clutches. “Look at ‘em!” shouts Grunt, egging on the confused boy. “They’re comin’ to get you. They wanna take you back there!” “No!” Willie screams as his eyes light up with a fierce glow. “I won’t let them!”
Rock formations rise up in front of X-Factor to block their way, and then slowly morph into duplicates of the mutants on the ground! “Good lord!” cries a surprised Cyclops. “Remember what Evans told us about the Fantastic Four! Is all this Willie’s doing?” He tells Iron Man to go ahead and let them deal with this threat. “Just what I was about to suggest!” replies Stark. “Angel, Guardsman, follow me!” The three flying heroes try to rescue Willie from the scorpion’s claw but energy ripples off the beast and stuns them in mid-air.
“This game scares me, Grunt!” Willie cries. “I don’t think I like it.” Grunt maniacally encourages the boy to keep fighting for his survival. The members of X-Factor on the ground put up quite a fight but are each in turn knocked out by their respective stone doppelgangers. “I’m tired again, Grunt,” Willie says as the heroes lay scattered in the ruins of Project: Pegasus. “I wish momma was here.” “Why keep bringin’ her up?” Grunt replies as the beast begins to fade away. “You got me, kiddo. You don’t need nobody else!”
Hours later, the revived heroes are recovering the wounded from the rubble. They find Dr. Wilburn barely alive and he implores them to find Willie before he lashes out again. “Frankly, friends, I don’t like the look of this,” says Hank. “We never considered that Willie might be a real danger. I’m not sure we can help him…” “Hold on, Hank! Willie was treated like a lab animal for months!” Jean protests. “He lashed out as any child would! He can’t be blamed if his powers are beyond his control!” The members of X-Factor postpone their discussion as they continue helping the wounded.
Back at the Manhattan townhouse that serves as Avengers headquarters and temporary residence of the Fantastic Four, Reed Richards and Iron Man are consulting Nick Fury via a video feed. Fury lets them know he doesn’t like the situation but the kid is far too dangerous. SHIELD has alerted the boy’s father that they are currently searching to bring Willie into custody. Mr. Fantastic is concerned for the boy but Iron Man insists that the boy’s power can’t be left unchecked and he will probably have to be placed somewhere special. He doesn’t get to finish his thought, however, as he is interrupted by little Franklin Richards entering the room.
“You know my son, Franklin, is a mutant with potentially dangerous powers,” Reed reminds Stark. “Some would consider him a threat. But I’d fight to my dying breath anyone who threatened to take him from me.” Iron Man doesn’t know what to say to this. “I just want you to realize there are no easy answers,” Reed says to his friend as he takes his son’s hand. He gives Iron Man a brain scan device that uses a record of Willie’s brainwaves from the Fantastic Four’s previous encounter with the boy. It will be able to lock onto his powers if he uses them. Iron Man thanks Reed and promises to try to bring in the kid safe and sound.
Iron Man meets up with X-Factor again, letting them know their task just got more difficult now that SHIELD and the National Guard are involved. Jean asserts that they must not allow Willie to get hurt, but Iron Man isn’t sure if that will be possible. “Who are you to judge? You’re just a man in a suit of armor,” Jean says passionately. “At the end of the day, you take it off and blend into the masses, but we can’t do that! We’re born with our powers. They’re a part of us! That’s why society hates and fears us! But we’re human beings just like Willie Evans and we have the same rights.”
“I admit I don’t know what it’s like to be a mutant, but I do know that being one doesn’t automatically make you a saint,” Iron Man replies, determined to prevent a disaster like that which destroyed Project: Pegasus.
Meanwhile the sleepy little town of Pottersville, New York is suddenly full of activity as numerous army trucks come rumbling through. Hidden in the foothills outside town is Willie Evans, the boy they are searching for, and his pal Grunt. Willie watches the long line of army trucks as they just keep coming and coming. “’Course they do,” says Grunt. They’re lookin’ for us! They want to kill us, you can be sure.” “Oh, Grunt,” replies a tired Willie. “I just want this to be over. I want my mother and father…”
“I want my mommy, boo-hoo! Shut your trap,” scolds Grunt. “You got me! What more could you want?” Grunt urges Willie to sneak into town to get some food, but just as the boy is swiping some fruit the store owner grabs his wrist. Some nearby soldiers notice the altercation and recognize the boy. Grunt tells him he’s gotta do what he’s gotta do, and Willie’s eyes once again glow with an eerie light.
Not far away, Iron Man is flying alongside Warren. “Angel, I want to apologize for that scene back in New York,” he says. “I think Marvel Girl is still a bit peeved at me.” Angel assures him she just feels very strongly about the issue. “So I gather, but what’s with you five?” Iron Man asks. “Are you working with the X-Men, or...” Iron Man doesn’t get to finish his sentence however as his scanner lights up. It really isn’t needed though as the horizon suddenly lights up with a blinding explosion.
At SHIELD headquarters, Nick Fury is alerted that they may have found Willie. Mr. Evans is with Nick and the two men quickly head out towards Pottersville.
Pottersville, however, is now nothing more than a pile of rubble. Willie Evans sits among the destruction, horrified that he may have killed the nearby soldiers. Through the haze he can see more troops approaching. “Oh, no!” the boy whimpers. “I don’t want to do this again. Please.” Iron Man tries to stop the soldiers as he arrives but they won’t listen to him and move in for the capture. Grunt quickly orders Willie to teach them a lesson.
“Grunt! It hurts!” Willie says as his eyes again light up. “It isn’t supposed to hurt!” The ruined buildings suddenly coalesce into a huge behemoth. “It isn’t possible!” a shocked soldier proclaims. “Now will you listen to me?” says Iron Man as zaps the creature with his repulsors. “Pull your men back. I’ll handle this!” Using a sonic blast from his chest, Iron Man shakes the animated buildings apart. “That jerk will ruin everything…” Grunt yells with a shake of his fist. “Unless…”
Suddenly Iron Man’s own sonic waves turn against him and he plummets towards the ground. Fortunately, Marvel Girl catches him with her telekinesis as X-Factor arrives on the scene.
“Iron Man…” Jean says as she checks to make sure he is alright. “About what I said earlier…” “It’s okay,” he replies as he rubs his head. “This one’s been tough on us all.” They spot Willie hidden in the remains of a nearby building. “If only I still had my telepathic powers,” laments Jean. “I could reach out and touch Willie’s mind! I could tell him that there’s nothing to fear…from us, anyway.” But the window of the building erupts with light.
“We want to be left alone,” shouts Grunt, his mouth now filled with vicious fangs. “And we’ll kill all of you if we have to!” The building explodes as Willie unleashes his fear and power, and an expanding force-field begins to push back the heroes. They have no choice but to withdraw as the wave of energy crushes everything in its path.
“Willie must be exhausting himself spending this much mental energy,” notes Jean as Iron Man carries her and Cyclops to a safe distance. “He can’t keep it up much longer.” “Exactly what I was thinking, Red,” agrees Iron Man. “What say we combine our strength and push Willie further than he is able.” As the heroes take a stand, Iron Man blasts his repulsors, Cyclops unleashes his optic blasts, and Jean pushes with all her telekinetic might to try to break the force-field. A tired Willie can’t withstand the combined assault and his powers are extinguished with one final explosion. The massive final blast blows back all the heroes, knocking all of them unconscious except Tony Stark, thanks to his resilient armor. He flies forwards to confront the menace himself.
What he finds is simply a scared little boy. “Why did this happen to me? I don’t want to hurt anyone! I don’t want to be different anymore,” the boy pleads as he reaches his arms towards Iron Man. “Please, you’re a hero… help me…” Stark is conflicted about such an unfortunate child posing such an incredible threat. “Come here, son,” he finally says, moving to take the boy in his arms. “I’ll help you.” “What are you doin’?!” shrieks a furious Grunt as he bears his mouth of jagged teeth. “Can’t you see he’s one of them? Kill him!” Willie’s eyes glow as Iron Man’s armor suddenly begins to constrict and crush him.
But suddenly Willie’s concentration is broken when he hears his father’s voice call out from behind him. Mr. Evans runs from the SHIELD plane he arrived on to embrace his son. “If you don’t take care of him—I will!” cries Grunt as he stretches forth his own hand. “Just like before!” An arc of energy shoots from Grunt and strikes Willie’s father, causing the man to cry out in agony. “Why, Grunt, why?” a shocked Willie asks the little frog that he considered his only friend. “Stupid kid!” shouts an angry Grunt. “He made us different! It’s ‘cause of him everybody hates us!”
Iron Man spots Willie’s companion and begins to understand how the boy has been driven to commit such acts. “She wuz always givin’ you orders. ‘Do your homework, clean your room!’” Grunt continues his tirade, referring to Willie’s beloved mother. “She never cared that you were different… that you were a mutie! Oh, but we made her pay!” Willie refuses to believe that he and Grunt hurt his mother, but Grunt reveals the horrific truth: “Of course we did! We made that car go off the road!”
“No! It was you!” says the shocked child. “You always wanted to play the game! I didn’t! I never did!” A sinister smile plays across Grunt’s face. “I am you!” he shouts at the child. Light shoots from Willie’s eyes as he lashes out, but Grunt counters with his own identical attack. Iron Man watches the battle of wills and puts the pieces together: Willie couldn’t deal with the burden of his emotions and powers. Grunt is the personification of his own anger and rage.
“You made me from those comics you wuz always readin’!” says Grunt as he grows to enormous proportions, his head morphing into a demonic fanged skull. “You needed someone to talk to, you said. You wuz always so angry… but you wouldn’t do anything till I came!” And now Grunt knows the child can’t do anything about him taking control. “Maybe he can’t,” shouts Iron Man as he finally leaps into action. “But I can!” Yet Grunt easily cuts down the Avenger with a fiery blast from his eyes. As Mr. Evans tries to help Iron Man back up, he can’t believe that Grunt is a part of his child. “He isn’t,” replies Iron Man. “Not anymore.”
“You made me do bad things with the game,” says a defiant Willie as he stares down the monstrous Grunt. “But I won’t let you hurt anyone again!” “You’re playing the game with me, pal?” Grunt growls. “That’s stupid... stupid!”
As for X-Factor, they have finally recovered and join Nick Fury by the SHIELD plane. “The old X-Men, eh?” Nick Fury says as he greets them. “Guess it makes sense. You mutants like to stick together.” He updates them on what has happened. Jean wants to help the boy as powerful psychic emanations suddenly begin to stagger them all. But it is too late; Willie must make his final stand alone. “I AM NOT YOU!” he screams as he unleashes the full force of his powers. A mushroom cloud erupts over the former town of Pottersville as the epic battle reaches its conclusion.
And so as the dust settles the heroes see that only Willie remains, but he is very weak. “Daddy… he’s gone…” the boy feebly whispers. “I put him back… I did….” A tear rolls down Mr. Evans’s face as he holds his child in his arms.
X-Factor and Tony Stark watch as the preacher finishes speaking, and William Evans Jr. is lowered into the earth. Later that night, a small figure sits hunched beside a tombstone. “We’ll get ‘em back, kiddo,” sniffles a tearful Grunt. “Just you an’ me… just like old times.”