The White House, Washington DC, someone alerts the President to the fact that despite their best efforts to conceal the Dire Wraith threat from the public, panic is starting to spread.
One such panic is occurring at a mercy hospital in Atlanta, Georgia, a crowd has gathered around an exit to the hospital and are watching in horror as body by body people are carried from the hospital and the hospital manager orders the men carrying them to hurry, as there are more bodies inside. Someone asks what the bodies are of, to which another person tells him to be quiet unless he wants to start a panic. A cameraman has climbed onto the roof of an ambulance and is filming what he says as the crowd starts to riot, someone declaring that their husband is a patient, another man exclaims that his wife is in there and someone else tells the manager that he cannot sensor the press.
Walking from the hospital, Rick Jones turns to the commander of the Wraithhunter Rangers, General Locklin and asks him the question the crowd has been shouting – ‘What are you trying to hide, general?’ adding that the entire city can tell he is trying to hide something that happened at the hospital. Locklin tells Rick Jones that the public thinks it is the spread of some new, unknown, infectious disease. Through the window bodies can be seen all over the floor- bodies that were once human, but now represent unearthly creatures. Locklin tells Rick Jones that he would rather have the public scared of something they can at least comprehend than the truth – that their loved ones and friends were turned into howling horrors by Wraith-tainted blood infusions.
Rick Jones looks around at the crowd and asks Locklin how the government can expect to keep all the death and destruction from the people for long, for the public has to find out. Jones believes that when they do, there will not only be a nationwide panic, but recriminations and reaction against the authorities that could topple the government itself. Locklin tells Rick that he is a soldier, not a policy maker and that he just carries the orders out. He declares that if it were up to him then he would announce the news of the Wraith infiltration of Earth from every rooftop and arm the citizens to hunt down the scum of space.
Locklin declares that he does not like hiding the truth any more than Rick does, but when a sheet falls off the body that two men are carrying out of the hospital he tells them to get it back on quickly. But his cry comes too late, and the corpse is revealed to the crowd, who gasp collectively. Rick and Locklin turn away from the crowd and Locklin asks Rick to tell him how any government can reveal to its people that they have been invaded by aliens they cannot see to fight – an unearthly enemy capable of turning friends and family into the enemy. He continues, saying that no social order could survive that kind of shock they would fall apart and the Wraiths would take over. Locklin believes that their only hope is to convey to the public some small sense of what is happening and that the authorities are dealing with it. Even though it may be a lie, at least it is less prone to causing a worldwide panic than the truth. Rick Jones tells Locklin that he is wrong, for the world’s only hope now lies with – Rom the Spaceknight!
At that moment, Rom the Spaceknight stands on a cliff side with his lover, Starshine, and together they overlook Beaverkill Valley in Northern Ontario. Beaverkill Valley was once a picture-postcard, blessed with blue skies rising from blue waters, a place of which any Canadian Province could be proud. That was half a century ago, and a lot can change in fifty years. Starshine asks Rom why they have come to this place, leaving their battle with the Dire Wraiths to stand and ponder this man-made Hell on Earth. Starshine’s description of Beaverkill Valley echoes the thoughts of those who live within the small community, where nothing lives by choice that lives at all.
Brandy tells Rom to answer her and reminds him again that they are sworn to eradicate Wraith-kind and that even as they speak S.H.I.E.L.D’s esper unit seeks signs of the Wraith’s alien activity on Earth. Rom tells Brandy Clark that indications have been found in this town, Beaver Falls, a town that while never prosperous was once more than it is now, back in the days when coal was on great demand and the Beaver Lake mining company pulled the ebony ore from the valley’s hills. Beaver Falls is now a prime importer of public assistance and a prime exporter of unemployment.
Rom tells Starshine that the town chokes under the black shroud of coal dust that hides not only its inhabitants misery, but whatever evil their enemies, the Dire Wraiths would work in this bleak valley also. Brandy declares that if the space-scum are indeed here, slinking in the shadows, her lighteyes will surely seek them out, and strike them down as they have struck down everyone she has ever loved. Rom looks at his girlfriend and remembers that she has suffered a lot during the war with the Wraiths. He recalls to himself that Brandy lost her friends and loved ones in a Wraith assault on a small community like the one they see below them – but Brandy lost her humanity as well.
Brandy became a cold cyborg-killing machine as he is, so that she may get revenge on the Wraiths. Rom wonders how much indeed they both will lose if Brandy does not regain some measure of the humanity she bargained away for the power to slay the Wraiths. Rom’s thoughts are echoed in Starshine’s words, as she remembers how Clairton was a living town once, where they both lived and fell in love. Brandy declares that that was a lifetime ago, a dream now destroyed, she raises her voice and curses the Wraithkind. Rom calls her “Brandy” and asks her to calm down, but Starshine tells him not to call her by that name, as Brandy Clark was who she was, and who she was is dead. Starshine folds her arms across her chest and calmly tells Rom that for a moment the memory of her former happiness blinded her to the mission, but her bloodlust will not be relieved until either the Wraiths – or she – lie destroyed in the dust. Rom is saddened by the anger in Brandy’s voice.
The murky black waters of Beaver Lake spill over the company created damn in a cascade from which the locals took the town name, Beaver Falls. An unusual looking young woman dives beneath the dark lake, even her super keen eyes struggle in this darkness as she searches for…something. She is has gills that extract oxygen from her even these foul waters as she is completely amphibious, able to live on both land and below the waves, which is what she prefers. She is known as Marrina one of the new members of Alpha Flight, and the deeper she dives, the more she feels that she is about to be sick. To Marrina, the lake waters seem thick with suspended solids, black particles filtering all light so that the depths are darker than the darkest night. She dives deeper and deeper, wondering if life could survive in such waters, but believes not – until she finds something which cancels that doubt, but heightens her fears. She picks up in her webbed hands what she has found, knowing the others will know more about it than she and swims back towards the surface.
Spiraling out of the water, Marrina calls to “the others” who are her teammates from Canada’s premiere super heroes, Alpha Flight. She tells Dr. Walter Langkowski, a.k.a. Sasquatch and Dr. Michael Twoyoungmen, a.k.a. Shaman, to take what she has found from her as she feels she is about to be sick. Shaman asks Marrina if it was that bad beneath the waters, to which Walt asks him how it could be anything other than “bad” as Marrina must have felt as if she were swimming through tar. Marrina puts what she has found into test tubes as the senior Alphans gather around her. She informs the men that they are probably salmon eggs – which are far from any known spawning ground. Walter looks at the fish eggs, amazed that any life could survive in waters polluted such as they as Shaman notes that the coal slurry, the refuse from the process of washing the coal mined from these hills decades ago, has been seeping into the waters of Beaver Lake since the mines shut down, polluting the waters and eliminating them of life, but not all life it seems.
Marrina tells Twoyoungmen that she feels as if something is wrong down beneath the water, something that has been wrong for a very long time at that. Still examining the eggs, Walt exclaims that he has never seen fish eggs glow the way that these ones do, which suggests to him that they were right to come and investigate at Beaver Lake. Marrina, somewhat upset, asks if the only reason they came was to study the valley’s polluted waters, to which Shaman tells her that they have come because someone high up in the government asked Guardian to send Alpha Flight over here, even though as far as the Canadian authorities are concerned, Alpha Flight no longer exists. Walt agrees, remembering how their funding was cut, which is why they have only been meeting informally, and why the whole team is not present. Walt declares that they answered the call nevertheless, because to the members, Alpha Flight still exists.
Marrina motions to the sky, where another Alphan is flying over the center of Beaver Falls. Her name is Snowbird, a.k.a. Narya, she is a goddess, and as the dirty water affected Marrina, the foul sky affects Narya, the unsettled dust strikes at her senses, which are attuned to nature. Shaman reminds Walt and Marrina that Snowbird is attuned to nature, and together they both sense that something more deadly than pollution disturbs Beaverkill Valley. With that announcement, the three heroes leap into action, Walt transforms from man to monster, while Shaman rips off his suit to reveal his costume beneath it, and Marrina dives back into the water, all racing to catch up wit Snowbird as they seek the disturbance in the area.
However, nearby, evil eyes watch the Canadian super-heroes, one of the Dire Wraiths declares that they had expected their sorcery to draw to this isolated community so that they could teach their Spaceknight enemy the horror to expect n daring to defy the Dire Wraiths. The Wraith adds that humanities champions are to be taught that lesson also, and in his hand a clutch of salmon eggs begins to glow – and hatch horrors similar to those which are already invading the tiny town of Beaver Falls.
Snowbird descends gracefully over the center of the town, thinking to herself that had the government not asked them to investigate she and Shaman at least would have, as they both sensed an assault on the mystic fields. However neither of them was prepared for what she sees below – coal-black creatures, which appear to be evolved fish-creatures, evolved from the fish eggs and the Wraith’s evil magic rampage through the town, chasing the inhabitants through the town center. Snowbird sees more climbing from the waters, which spill beyond the dam – and they appear intent on killing anyone in their path!
A woman falls to the ground as a creature reaches into her pram where she has her baby. She calls for someone to save her baby and acting swiftly, Snowbird transforms into an ookpik and the bird flies towards the giant fish creature, screeching, she cuts into it with her sharp claws. Back into her usual self, she takes the baby from the pram and hands it to the woman, ordering her to flee from this nightmare. The woman thanks Snowbird before asking her she is, and what she can do against the creatures other than turn into an owl. Snowbird declares that her powers far exceed what she has displayed, and that she is not alone.
At that moment, the woman stares in wonder as Sasquatch and Shaman arrive, and they instantly attack the creatures. Sasquatch tells Narya that she certainly is not alone, and Shaman apologizes for their delay, Sasquatch informing the goddess that the creatures are rising up from everywhere that the black water flows. Snowbird takes to the air realizing that the Earth itself seems to spawn the horrid creatures, before correcting herself, as the Earth suffers as much as the poor humans do. Snowbird wonders who it is then that endangers the Earth and the humans, and supposes it may be the Great Beasts, her ancestors’ deadly enemies.
Shaman tells Narya that he thinks that whatever assaults the mystical barriers is alien in nature, to which Narya asks him what he means by “alien”, and he replies that he means alien as in not of this Earth! He announces that the mystic forces at work are otherworldly in origin, as Snowbird transforms herself into a polar bear she drops down to the ground beside Sasquatch, suggesting that the focus is the black waters, Shaman adds that it is at the waters they must discover and destroy them. Snowbird and Sasquatch use their incredible strength to rip through the fish-creatures.
Suddenly, a huge water funnel spirals from the black water, Marrina “flies” high into the air, with many of the fish-creatures trapped in the spiral and she screams. Sasquatch alerts Snowbird and Shaman to what Marrina is doing and asks why she is screaming. Shaman tells his friends to look at the revulsion in Marrina’s face, reminding Walt that Marrina said the waters sickened her, she has swum through the polluted waters so long that they appear to have driven her insane! The Alphans stop watching Marrina and resume fighting the creatures as Sasquatch tells Shaman that pollution raises his environmentalist hackles too, but that it has never been known to give birth to horrors such as these. Shaman tells Sasquatch that he obviously forgets what he said before, that there are magicks at work upon the pollution man has caused.
A voice from above causes Snowbird, Sasquatch and Shaman to turn, as the voice says these mystical forces mean to bring about the total destruction of all mankind! It is the voice of Rom Spaceknight, and together with Starshine they engage battle with the foul creatures. Starshine uses her lighteyes to fry their flesh and bones, as Rom asks her to curb her bloodlust, and try to disable the creatures in stead of destroying them, at least until they discover what exactly the creatures are.
Sasquatch tells Rom that he doesn’t know who he is, but that it seems to him as if his girlfriend has the right idea about how to deal with the creatures, especially as they have maimed a dozen people since rising from the depths. Rom wonders what it is that motivates the creatures to kill so, to which Starshine asks him if he would as that question of his executioner or try to wrest the blade from his hands. Meanwhile, Marrina rises from the water and her momentary madness is gone when she stares intently at Rom and Starshine, recognizing within Starshine’s ruthlessness a similarity to her own moments of savagery, and she wishes she could be more like the calm Rom.
Rom informs Alpha Flight that these creatures exist because of the Dire Wraith magic, that there can be no doubt about, but adds that the Wraiths cannot create such creatures out of “whole cloth” as they need already existing animal life to work their spells upon. Rom gets ready his energy analyzer announcing that the Wraiths, in their infinite evil take a creature that it already suffering some cellular abnormality because of the pollutants mankind has introduced into its aquatic environments. The Wraiths then strengthen those abnormalities using their evil sorcery and breed the horrors from…the energy analyzer reveals that the creatures were spawned from fish.
Sasquatch and Starshine looks rather unimpressed while Shaman remembers that the salmon eggs that Marrina found at the bottom of the black lake were glowing, and guesses they were glowing for a reason. Using a levitation spell to carry him to the water’s edge, Shaman believes that if magic is responsible for the evil evolution, perhaps magic can be its undoing. Starshine asks Sasquatch what Shaman intends to do, to which the founding Alphan replies that if he knows Shaman as well as he thinks he does, he will probably reach into his pouch and cast some sort of spell over the waters. Which is exactly what Shaman does. Being a Sarcee sorcerer he carries with him mystic herbs capable of calming the black waters, and those that dwell beneath them. Shaman scatters a powder across the water and the powder filters down into the depths, reaching the creatures in the water.
In the water, Marrina is the first to be soothed by Shaman’s spell, but she has discovered that with every passing second even more monsters are spawned beneath the waves. Marrina declares that Shaman’s nature must be made to mix more quickly with the lake waters. She starts to spin, churning the black lake into a maelstrom. Rom tells Starshine that whatever it was Shaman sprinkled upon the waters is now being spread the length of the vast lake. Sasquatch declares that it is starting to affect the amphibians, and slowly the creatures return to their normal form – fish. Shaman’s spell had accomplished its task, the fish are made fish again, but further horror awaits – all the fish have floated to the top of the waters. Shaman exclaims that it should not have happened, as he counteracted the spell that made them into monsters. Sasquatch holds onto Marrina who clings to him, distraught at seeing the fish all dead.
Rom uses the energy analyzer on the dead fish and reveals that they did not die because of the spell that turned them into the amphibious nightmares, but because as eggs they were introduced to the polluted water, which as monsters they were able to survive but in which as fish they stood no chance. Marrina continues to cry as Sasquatch declares that man may have made Beaver Lake unfit for life, but asks who was it that brought life back to it, only to turn it into man-killing monsters. Rom exclaims that it is those that he and Starshine have come to exterminate – the Dire Wraiths!
Everyone instinctively turns to the dam over which the deadly black water flows over, and everyone arrives at the same conclusion simultaneously. Sasquatch declares that the Wraiths are probably hiding out in the mines, to which Rom agrees, as the Wraiths do seek out deep, dark places to work their evil. Starshine comments on how weak and easy to overcome this spell was, to which Rom agrees, and worries about.
Meanwhile, from the depths of an ancient mine, an unearthly chant arises, a sound like nothing else heard anywhere on this threatened planet. It is like an unholy drone as dark as the pit from whence it comes and as dark as the demonic creatures from whose throats it utters. One Wraith calls to its sisters, declaring that it is now time to act, another adding that their minor spell kept Rom and Alpha Flight engaged in a diversion. Another explains while the heroes were unaware that their aim was not to transform fish into fiends, a final Wraith finishes the story, declaring that their plan was to magically alter the very chemistry of the waters themselves.
In Wraith hands the black lake waters seem to bubble and boil! The pollutants are introduced by unthinking mankind into the once fresh waters have already altered its molecular structure for the worse. Therefore, these foul waters are susceptible to Wraith magic that alters the waters even more. This makes the water toxic and poisonous to all Earthly life that comes in contact with them – but unlike any other toxin that mankind has ever encountered. The Wraiths release their vile liquid into the waters of the lake itself, swiftly it spreads, and altering the chemical balance of every water molecule it touches.
Back in town, Snowbird asks what threat it is that the Dire Wraiths now pose, and Rom replies that the Wraiths mean to work some evil involving the polluted waters for sure, yet he does not know how they hope to have any more than a local effect before his senses alert him to a sound. Two sounds coupled together to be precise, the first sound being the unearthly laughter of the Wraiths from deep within the dark cave, while the second sound is a greater sound – one threatening to drown out not all other sounds, but to overwhelm the entire Earth itself. The dam has burst, the six heroes stand in horror as the black Wraith-tainted waters washing in toxic waves across the face of the poisoned Earth.