Inside the Second Chance Institute, the young hero Chris Powell, better known as Darkhawk, stripped of his armor, has become a prisoner, alongside the mysterious young woman called “Tabitha Bramble”. The villainess Macabre, and her cronies Decimator, Stasis and Tokamak stand over them, while Wolverine a.k.a. Logan, Julia “Spider-Woman” Carpenter and the vigilante Jack Monroe a.k.a. Nomad stand helpless, unaware that Chris is actually Darkhawk. ‘I have counted to the traditional two, Earth-spawn. If you refuse to surrender, and force me to continue - you will have the deaths of these two on your heads - and I have reason to believe that would be distasteful to you. Well?’ the skull-faced Macabre calls out. ‘Why not simply kill them, Macabre - and let us deal with these three?’ Stasis suggests.
‘What do we do, Wolverine - Nomad? We can’t just stand by and let those kids be murdered in cold blood’ Spider-Woman exclaims. ‘And if we give up?’ Wolverine asks, claws ready. ‘You think Sister Skull is going to start passing out milk and cookies?’ Logan snarls. ‘No’ Julia replies, before suggesting that they might be able to bargain with her. ‘Macabre! Release those kids - and we’ll call off the fight’ Nomad announces. ‘Well? Have we got a deal?’ he asks. ‘We have - when the one called Wolverine sheaths his claws’ Macabre calls out. ‘Ah! That is more like it’ she exclaims when Logan retracts his claws. The villains’ teammate, Dreadlox, joins her companions, and Tokamak asks her if she has recovered from the mutant’s blow. ‘Yes - though I’m still disorientated to use my dread power on those fools’ the woman replies.
‘Then Tokamak’s fusion bursts will do the honors’ Macabre states. ‘They are done!’ Tokamak declares as he releases his power against Logan, Julia and Jack, knocking them all to the floor. ‘You killed them!’ one of the “students” of the Second Chance Institute calls out, as several stand around nearby. ‘They’re alive, boy - because they may yet serve my purposes’ Macabre calls out, adding that she senses their recruits feel a maudlin pity for the heroes, and may even want to help them. ‘Dreadlox?’ Macabre calls out, and with an evil grin, Dreadlox declares that she know what must be done, and releases her power, bombarding the youthful criminals who serve them with mental emanations which cause them to inwardly live the things they dread the most. Each of them separately and alone grows old, weak, decrepit, in his or her own eyes. Beneath such terrifying visions, they fall screaming - “Tabitha” with them.
‘They will not dare question our decisions again’ Dreadlox exclaims, while Macabre orders Decimator and Tokamak to take the three interlopers to the central chamber, where they will find out how these heroes learned about them, and if any others know what they know. ‘And then we’ll kill them!’ Decimator boasts as he carries Wolverine under one arm and Nomad under the other, while Tokamak carries Spider-Woman.
Before long, Wolverine stirs, his healing factor making him the first of the Secret Defenders to reawaken. It turns out to be a distinction of little practical value. He calls out to Nomad and Spider-Woman and wakes them. ‘What’s this light show?’ Nomad asks, looking around the room. ‘You think I know?’ Wolverine retorts, while Spider-Woman realizes that some kind of energy field is all around them, before asking where Darkhawk is, as they left him outside earlier to watch this building. ‘Forget Darkhawk and Doc Strange both! There’s nobody going to help us - nobody but us - nobody but us!’ Wolverine declares, asking his companions if they are ready. ‘If I’m not, I never will be’ Julia replies, as she punches the energy field, while Wolverine strikes it with his claws.
Nothing happens, however. Logan turns to Nomad and asks him why he is not giving them a hand, to which Nomad points out that if Wolverine and Spider-Woman can’t dent the wall of light, he would have no chance. ‘Now that is the proper spirit of defeatism I was hoping to hear!’ a voice calls out. Part of the wall of light goes transparent, and Macabre and her cronies are revealed behind it. ‘Our window of opportunity, if we’re lucky’ Nomad exclaims, while Wolverine declares that his adamantium claws can cut through just about anything. ‘And now that they have stopped hiding behind a couple of kids -’ he adds as he lunches at the energy field, but he finds that even now getting physically violent, he cannot penetrate the wall of energy. Julia encourages Wolverine to keep trying, while Macabre tells them to waste their last few moments of life if that is what they wish.
‘Who are you people - you called us “Earth-spawn” before. You’re not from around here, are you?’ one of the heroes calls out. Macabre tells them that if they learn a bit more about them, they will see the futility in opposing them, and give the information they need. She turns to Tokoamak, who illuminates the room so the prisoners can behold the Aperture. Logan, Julia and Jack look up and see a hole in space, right here in this building. ‘Listen, spawn of this back-water world! Learn the fate that is in store for your Earth - before this very night is finished!’ Macabre declares.
Elsewhere within the building, ‘I don’t believe this. A padded cell! I’ve got to get out of here!’ Chris tells himself. ‘It didn’t work last time I tried to become Darkhawk - but this time, maybe I can -’ he thinks to himself, rubbing his head. “Tabitha” wakes and sits up next to Chris, asking him what he is doing and whether they hit him in his head. ‘Uh - yeah - I guess they did’. Chris suddenly frowns and declares ‘Look “Tabitha”, or whatever your ream name is - you don’t know me - but you’d better come clean about what’s going down, before some super hero buddies of mine get here…’ he warns her. However, “Tabitha informs him that they have already been captured by Macabre. ‘What?’ Chris exclaims. “Tabitha” assures him that she had nothing to do with it, and reveals that her real name is Wilhemina Canton, and that the other homeless called her “Willie”.
Chris asks ‘You’re one of the homeless? But how’d somebody like you turn bank robber - and why?’, to which Wilhemina tells him that she wants to hell him, and aks him to hold her close, as she doesn’t know whether she can save the words. Chris pulls her towards him, and Wilhemina explains that she was desperate, as her husband and both sisters werer dead for years. ‘You don’t know what it’s like to be turned out of your home - at my age!’ ‘Huh? What are you - twenty? Twenty-five?’ Chris asks, only to frown with confusion as Wilhemina explains that she is older than she looks, and reveals that she is sixty-eight.
At that moment, back in the central chamber, Macabre tells the “Earth-spawn” to listen to the story of their creation and conquest, to an epic of their coming - and of their inevitable triumph over the life forms of this astral plane on which they have found themselves. ‘Is this going to be a long story? I got a baby double-parked’ Nomad mutters. ‘Silence!’ Macabre booms, revealing that it all began, they have since learned, with Lilith.
Flashback, narrated by Macabre:
The violent erruption of Lilith into this sphere not long ago has weakened the barriers between the various dimensional planes. Lilith and her Lilin prepared the way, though neither known nor caring, for those who came after, namely Macabre and her companions. Macabre tells the heroes that whether they realize it or not, there are worlds within worlds, worlds upon worlds, and worlds beside worlds. She explains that in one dimension, affected by the Lilin’s passage, a plane which is mostly empty space, a great viral swarm was the dominant life form. Operating with a single intelligence, it had long since stripped that cosmos of other life. It was hungry, even desperate for new energy on which to feed, so it pushed, surged and smashed against the ruptured barrier between its own astral plane, and this one.
Macabre announces that this very chamber was a basement refuge of those that are called, with self-deceptive imprecision, “the homeless”. ‘Cold one tonight out there, huh?’ Willie called out. ‘Yeah, Willie. Us old codgers, though, guess we get used to it. It’s kids like Maggie I feel sorry for’ an elderly man called Lester replied. ‘No sorrier than I feel for myself, Lester’ Maggie called back. ‘I’ve got a degree in English lit! People like me aren’t supposed to wind up on the street’ she added. ‘Makes you hate the whole blasted human race!’ Another man stepped forward and pointed out that having practical skills is no guarantee either, these days, revealing that he worked at a power plan, and always figured he would run the place one day. ‘But now…’ his voice trailed off.
‘Me, I always just took things as they came. Just the same, I wish -’ another man began to say, adding that he would settle for just being as young and as strong as he used to be. Suddenly, there was a bright light, as energy flared up in the middle of the room. ‘Run for your life! The place is on fire!’ one of the homeless cried out. But, this was a different kind of fire from any this world had ever known, one which suddenly touched with incandescent tentacles five of the nearest “Earth-spawn”. Four of those struck at random were old, but Earth’s short-sighted standards. The fifth however was a younger female, whose inner bitterness called out to the psychically sensitive Swarm. The other homeless either ran away or watched the event transpire.
The gestation period a brief one, as every cell, every molecule of the female was digested mutated and transformed - and thus was born Macabre. Four new entities stood beside her, no longer was the Viral Swarm of a single mind, because of the youth and vigor of the woman-frame, Macabre’s will was instantaneously dominant over the others. ‘I feel life throbbing on this world - billions of live- each separate, each a delicacy!’ Macabre called out. ‘But, is it the type that will sustain us?’ Dreadlox enquired. ‘Who are you guys, anyway? What did you do to Willie and Lester and -’ one of the old men called out. ‘A very different kind of thing, feeble one - than I shall do to you’ Macabre called back, before she drained him of life and the flesh that came with it. And felt that it was good.
However, Macabre realized instinctively that there was a better way, and announced that they needed minions, servitors, who will do their bidding, so they need not expose themselves to scrutiny. ‘Which of you will serve us?’ she asked the remaining homeless people. ‘This aged female seemed half included to step forward, First-of-Swarm’ Decimator called out. ‘No, please don’t! I was only -’ the old woman exclaimed, while Macabre announced that they must have names to enshrine their newfound individualization, names plucked from the mental swirl they detect in this chamber. ‘I shall be - “Macabre” - for I sense these creatures think me so’ she announced. ‘Old female - is the one I shall call Decimator correct?’ Macabre enquired.
The old woman said nothing in reply, before Macabre grabbed her face and asked her ‘Have you a name - and will you serve us?’ The old woman introduced herself as Wilhemina, and replied ‘Maybe I will. Sure - why ot - what’s in it for us? I mean -’ she began, to which Macabre announced that she knows this race is not ageless, as the Viral Swam are, and that this race wants one thing above all - life. ‘Prolonged life! And we have a way to give you that!’ she explained, using her abilities to drain the years from Wilhemina’s physical shell, leaving her a long and vigorous life to come.
Tossing the now young Wilhemina to the ground, she turns to the other homeless: ‘You see, aged ones? Though she must rest a while now ,she is fifty sun-circling younger than she was - and in the prime of physical vigor. Who among you would not prefer that to the prospect of fast-approaching decrepitude, weakness, decay - assuming we were to allow you to live out even one more of your world’s dark-times?’
‘Needless to say, they all accepted our offer’ Macabre tells the Secret Defenders, explaining that all they asked in exchange for this restored youth is that the bring them the wealth of this world which they need to survive undetected. Macabre reveals that before long, they used their burgeoning knowledge to create the “Second Chance Institute”. Stasis explains that through it, while one group robbed for them, they could garner new students. Dreadlox adds that even if a new of the rejuvenated were captured, they would still have long life to look forward to after being imprisoned for a few sort years. ‘You don’t blame us, do you, people?’ one of the restored homeless calls out to the heroes. ‘We know it was wrong - but it’s our lives!’ another declares.
‘You fools! Don’t you know the youth she gave you is only temporary!’ Spider-Woman exclaims. ‘We’ve seen one of you age - and die - in moments before our very eyes!’ Julia adds. ‘Save it, Web-Lady’ Wolverine declares as he continues to slash at the energy field, adding that he can tell by the expressions on the people that Macabre is not letting their voices filter out to them. ‘If we’re going to help those poor devils, we’ve got to break out of here!’ Nomad exclaims as he tries kicking the field. ‘And that doesn’t seem too likely’ Wolverine mutters.
While the trio of Secret Defenders struggle in vain to escape, realizing that their life forces will be like a sumptuous feast to these ghoulish aliens in human guise, Chris Powell and the woman who is both Wilhemina and “Tabitha” examine the narrow confine of their threatened existence. ‘I’m sorry I got so maudlin, young man’ Wilhemina tells Chris as they both push and pound against the padded cell in an attempt to escape. ‘Forget it. What counts now is getting out of this padded cell!’ Chris replies. Chris tells Wilhemina that she won’t understand this, but that there is something he has to try again. ‘I only hope this time…’ he begins, only for Wilhemina to announce that she is so confused, and touching her head, she declares that it is spinning.
Wilhemina screams as she falls to the ground. ‘Tabitha? What’s wrong?’ Chris calls out as hr rushes over to her, holding her in his arms, Wilhemina explains that she has been away from Macabre for too long, and that she is as old as she used to be, only now she is weaker, dying. ‘You don’t deserve this - none of you do!’ Chris exclaims. ‘You’re a brave boy…but you’re so young…’ Wilhemina a.k.a. “Tabitha” utters. ‘NOOO!’ Chris screams, telling himself that he has a chance to concentrate, and his form begins to change, as his armor materializes over him. ‘What’s happening to you? You’re -’ Wilhemina utters, as Chris introduces himself as Darkhawk. ‘Then maybe…there is hope…after all…’ Wilhemina utters as she goes silent. ‘You just rest here, Willie…I’ll be back!’ Darkhawk exclaims as bursts through the padded cell. ‘I swear I will!’ he declares.
At that moment, two of the homeless people, Mary and George, are in the central chamber. ‘I don’t like the looks of this bunch, Mary’ George tells his friend as they look at Macabre and the others. ‘You think I do?’ Mary mutters back, before demanding to know why they have been locked up here for hours. ‘Don’t rile them! They’re not what they seem - and that’s bad enough!’ Nomad calls out from behind the energy field. ‘You should have listened to the Nomad, Mary - for now, you are about to be -’ Macabre begins, when suddenly, ‘STOP!’ Darkhawk shouts as he flies into the room. ‘You’re not hurting anybody else!’ he exclaims as he knocks into the villains. ‘Darkhawk!? I knew he had to be around here somewhere!’ Spider-Woman exclaims, as she, Logan and Nomad are freed from the energy field, as Macabre’s concentration has been broken. ‘We’re out!’ Logan declares. ‘And ready to kick butt!’ Nomad exclaims.
‘You might be - if I were still unconscious!’ Dreadlox exclaims, while Macabre tells Dreadlox to hurt the heroes. She moves towards the heroes, while Spider-Woman warns everyone to watch out for her ‘Not east to guard against somebody who makes you see what you dread most in all the -’ Wolverine begins, only for an elderly woman to rush forward between the heroes and Dreadlox. ‘Lady - keep back!’ Wolverine calls out. ‘No! I’m too old to be afraid of that young guttersnipe’ the old woman replies.
‘If the old-made-young see themselves decrepit and dying, what will my powers make you see, woman?’ Dreadlox calls out as she uses her powers on the old woman. ‘The real question - is what they’ll make you see’ the old woman replies, as Dreadlox suddenly keels backwards as her own power washes over her. ‘I - I see nothingness - blackness - oblivion - the void of the universe we ravaged before we took human form!’ Dreadlox shouts. ‘The ultimate end of the cosmic hunger we fled to this world - to escape…’ she utters, before keeling over. ‘What happened to her?’ Decimator asks as he, Tokamak and Stasis look on. ‘’It’s as if she beheld the thing she most dreaded’ Stasis explains.
Suddenly, the old woman who confronted Dreadlox stirs, and exclaims ‘That is exactly what she did see - courtesy of Dr Strange!’ as the old woman vanishes, and Dr Stephen Strange, the Sorcerer Supreme reveals himself. ‘Looks like the ganga’s all here, finally!’ Nomad remarks as the Secret Defenders gather together. ‘But you look wasted’ Darkhawk points out. ‘My battle with Nightmare - then reflecting Dreadlox’s power - I realize now, that’s why I needed you four’ Strange replies, telling the Secret Defenders that they must do the rest of the Earth is lost. ‘We’ll give it all we’ve got, Dr Strange’ Spider-Woman calls out. ‘It will not be enough!’ Macabre shrieks as she rushes towards the Secret Defenders, her cronies following her.
‘Won’t it, Macabre? Most times, I’d think twice before I used my claws on a woman. I’d de-bone ‘em if I had to, but I’d think about it first. But you’re no woman - that bod’s not even human any more!’ Wolverine exclaims as he shoves his claws into Macabre’s chest and tells her that now he is ripping her apart, he can see there is not a drop of blood left in it. Spider-Woman confronts Stasis, who tells her that she will never defeat one whose touch will cause her own psychic webbing to recoil. Releasing some psychic webbing, Spider-Woman tells the villain that it isn’t touching him, so its energy won’t be hurled back at her. ‘And if you touch it, you’ll get all the feedback’ Julia adds.
Nomad dodges an attack from Decimator, telling him that he is big, but slow, and kicks him into Tokamak, who shouts ‘Look out! Our collision is draining much of my charge!’, enabling Darkhawk to move forward and punch Tokamak in the face, ‘He was just clearing the way for me to land a punch!’ Darkhawk exclaims. ‘We have ‘em on the run, people!’ Wolverine shouts, pointing out that Macabre is starting to disintegrate. ‘Human offal! I am simply preparing to move on to the next phase!’ Macabre replies.
As if of one mind, the other four alien spawn surround the rapidly shredding form of Macabre, then suddenly, a burst of energy, followed by an implosion, a merging, into a single skull-like image, which glows and throbs with an evil beyond time. ‘Bow, Defenders of this astral plane - there will be no more masquerades in repulsive human shells. Now, you will face our viral form in its pure and primal form - and we shall destroy you, absorbing you, thus making ourselves even mightier than before!’ the Viral Swam declares as it casts forth the globules of virus towards the Defenders.
‘Huh? Now that thing’s turned into - what? A bunch of corpuscles, swirling around like in the middle of a blender!’ Darkhawk exclaims. Dr Strange explains that this is the true, other-dimensional virus, and that it has abandoned all human semblance to attack them with the full force of one amorphous entity. ‘In other words - payoff time!’ Wolverine exclaims. ‘Great! So now we’ve got to fight what we can’t even grab hold of!’ Nomad mutters. The five heroes gather together, and Darkhawk exclaims that the are being bombarded. ‘We didn’t know how easy we had it before!’ Wolverine mutters. ‘And when it’s done with us, it’ll turn on those old people - maybe even on the ones it rejuvenated’ Julia points out.
Dr Strange tells his makeshift team that this swarm is nothing compared to many of the cosmic foes he has battled, but that denied of the power of the Vishanti and the others, he can turn away the first assault, perhaps even a second, but that soon his magic will fail and they will find themselves defenseless against the Swarm’s mystic attack. The Viral Swarm is held back by Strange’s mystic attack, but it hovers around them. ‘We’ve got a lot more energy than you have at this point - only it isn’t doing any of us any good!’ Julia declares. ‘But maybe it could’ Wolverine suggests. Nomad agrees, and reminds everyone that they contacted Strange in Nightmare’s realm by joining forces. ‘How powerful could we be - if he was part of that circle?’ Nomad asks.
‘Yes - it might succeed’ Strange replies, explaining that his focus on their defense kept him from sensing that possibility. ‘But - if it doesn’t work -’ he begins, to which Nomad interrupts and tells him that then they will all be dead anyway, so not to sweat it. ‘Gather round and clasp hands body and girls - cause here it comes again!’ Wolverine declares as the heroes put their hands together, and the Viral Swarm rushes over the five embattled heroes like a tidal wave of unadulterated filth of unleavened evil, which seeps into the every pore, seeking to corrupt, to infect and to kill. But, the give stand firm - allowing the magician to draw their combined strengths into himself, and the other dimensional tsunami breaks upon the iron shoals of their oneness.
A moment more and Dr Strange has gone on the attack, and through his hands, grasped by those of his allies, arcane spells flow to meet the soul-thirsting swarm. Once, Jack Monroe’s hand slips from the others, for he has not their strength, yet by sheer force of will, he brings it back. Darkhawk employs the full force of his armor, whose secrets are only now becoming known to him. Spider-Woman feels momentarily faint, but then the thought of her daughter open to the Swarm imbues her with newfound fury. And Wolverine has never known any shortfall of rage. The Swarm fives way, slowly, at first, and then fully - until his energies restored by his communion with his fellow Defenders, Dr Strange hurls the vanquished Viral Swarm back through its hyper-spatial aperture, and seals it up behind them.
The Secret Defenders collapse onto the floor, and looking around, Wolverine asks Dr Strange if they have won the battle, or just a skirmish. Strange explains that the Swarm had depleted its own plane, so that it will be too weak to break through the dimensional walls he has strengthened. ‘But there are other forces out there - entities that dwarf this one in power!’ Strange adds. ‘One cosmic menace at a time, okay, Doc?’ Julia remarks. ‘Yeah, let us enjoy a little taste of triumph while we catch our breath’ Wolverine smiles. ‘You’re right’ Strange agrees, and remarks that his mystic subconscious did well in guiding him to the four of them. ‘Without you, the Swarm would’ve turned the Earth into its private viral host. With your help, we sent it packing!’ Strange declares.
‘But - those old folks!’ Julia point out. The heroes look down at the elderly homeless people, and Strange tells Julia that in every war, there are losses. ‘Those who weren’t rejuvenated have only continued poverty to look forward to - while with the Swarm gone, the rejuvenated ones swiftly regained their postponed spawn of years. ‘And the strain was too much for some of them’ Nomad points out as some of the elderly lie motionless. ‘Isn’t there something you can do, Doc?’ Darkhawk asks as he returns from collecting “Tabitha”. ‘Some magic spell up your sleeve that’ll save those poor people - and “Tabitha” - her real name’s Wilhemina’ Darkhawk announces. Strange replies that he is a sorcerer, but not a god. ‘And yet - I wish - he utters, when suddenly, ‘Hold it - she’s trying to say something’ Nomad announces.
‘Don’t cry…too many tears…for us. At least…we knew…just for a little while…what it was like to be young again. Guess sort of...sold out souls…for the chance…but you folks got ‘em back for us…thanks…’ Wilhemina a.k.a. “Tabitha” whispers as she passes away. ‘She’s…gone’ Darkhawk declares, still holding Wilhemina in his arms. The heroes gather around Wilhemina as Darkhawk lays her n the ground. ‘I learned a long time ago - the only kind of victories outside of fairy tales are partial ones’ Nomad declares. ‘We can do something for those left alive - and we will’ Strange announces. ‘But there are so many other people without homes - in this city - in others…’ Spider-Woman points out. ‘You got to start somewhere’ Wolverine tells her, and adds that if they just learn that out of this whole sordid mess, then maybe it will have been worth it. Maybe.