Jock Forrester sits in the Florida swamp, alone with his despair – or so he thinks. He has come here directly from the hospital after being diagnosed with inoperable cancer. His life expectancy: less than a year of ever-increasing pain. He wonders whether he should fight the disease and pray for a miracle or end things quickly. Jock does not realize that the moment he entered the glade that decision was made for him. Crying, he calls the name of his dead wife. Why couldn’t he have died with her back then?
Nearby, unnoticed in the shadows, something stirs. Once, it was a biologist named Ted Sallis, transformed by a freak accident into a mindless misshapen mockery of humanity called the Man-Thing. He is an empath, who responds to emotional resonances. Negative emotions, worst of all fear – cause him pain. Drawn by Jock’s sorrow, he means to end it – if necessary by destroying the source.
But, as he approaches the man, his attention is snagged by a patch of oily black smoke whirling across the ground. Its tendrils reach towards Jock – the eldritch cloud radiating an almost palpable evil – and the man responds. He loads his gun, cocks it and obeys the urging of a voice coming from the cloud to do it. His last thought before he pulls the trigger is of his daughter, Lee.
A moment later, triumphant laughter fills the glad and the cloud coalesces into the dark form of the demon, D’Spayre. His mere presence though is enough to goad the Man-Thing into instant murderous action.
The demon grabs the creature’s arms, reminding him that he almost destroyed him before. Whatever knows fear burns at the Man-Thing’s touch, he reminds the creature, and D’Spayre can make him feel absolute terror! Instantly, impossibly the muck-monster explodes into flames. Laughing, D’Spayre takes on the form of Jock Forrester, vowing that these two deaths will just be the first of many.
Midway down the west coast of Florida is the fishing port of Shark Bay. Tied to the Cannery wharf is the trawler, Arcadia, which has been at sea a month. It is skippered by Aleytys Forrester, Jock’s only child. The latest addition to the crew is Scott Summers, who left the X-Men after the death of Jean Grey. Six weeks ago, his wanderings brought him to Shark Bay. On impulse, he signed aboard Arcadia and hasn’t regretted it so far.
Lee’s first mate, Paolo, curiously asks him why he’s always wearing his sunglasses. Doctor’s orders, Scott jokes and explains that his eyes are unusually sensitive to light. It’s almost dark, Paolo points out and asks if he could take a gander at those glasses. Without waiting for a reply, he reaches for them and Scott pushes him away. Paolo’s ready for a fight until Lee tells them to break it off. What did he hire him for anyway? Paolo asks. Because he’s beautiful and she’s tired of seeing nothing but their ugly mugs, Lee jokes and tells them to shake hands which they do.
Later, Lee invites Scott to join them at the local tavern. While the others relax over a game of darts or pool, Lee takes what she believes is a phone call from her dad and Scott reads a letter from the X-Men, the only family he has. He learns that Kitty Pryde fought a demon on Christmas and almost totaled the mansion in the process.
Back at Xavier’s, the X-Men are busy repairing said damages, have been doing it for a week, in fact. And the Danger Room as well as the rest of the building are as messy as ever, Wolverine complains. How could one cute kid cause so much damage, he jokes. Professor Xavier calls Angel to his office, telling him that he has totaled the reconstruction costs for the Danger Room, hangar, the Blackbird and the mansion itself. They are … considerable. Understanding the hint, Warren offers to pitch in and Xavier thanks him.
Meanwhile in the Danger Room, Kitty joins the others offering them a snack. Wolverine and Nightcrawler react in mock-terror, referring to her as the “tiny teen terror.” Colossus notices that she is hurt by their taunts and tells her not to listen. Tact and good taste were never their strong suits. She can take it, Kitty replies miserably. She can certainly dish it out, Nightcrawler points out and Wolverine adds that she should have paid things off with her allowance in four or five centuries. Not able to take it anymore, Kitty runs off, shouting that she’s sorry! Maybe she should have let the monster kill her.
She makes her way to the lake in the winter cold, only to be expected by Nightcrawler, who teleported ahead and brought her her parka. Kitty asks him to leave her alone and Kurt tells her he understands and apologizes. They didn’t mean to hurt her. They couldn’t really be any prouder of the way she handled herself. He’s aware that she’ not really listening. He wonders how he could have been so callous and wonders if he meant to hurt her unconsciously.
Back at the Shanty Tavern, Scott has joined the rest of the crew for a game of “Eightball.” As the other men are distracted by a sports event on TV, Scott decides to give his optic blasts as well, as his ability to juggle special geometric relationships in his head a workout. He uses his blast to move the cue ball in just the right fashion, so that he manages to sink every ball.
The others look back in surprise, as he has sunk his balls. Lee joins them telling Scott that her dad wants her to visit him in Citrusville. She thinks something is wrong. Could he accompany her? Politely, he agrees, realizing that Lee’s attracted to him. He isn’t sure how to handle this, as he doesn’t want to get involved. Lee, in the meantime, feels guilty over not bringing Paolo, who’s a friend of her father. But she wants to get to know Scott better. She likes him.
They reach the mansion in the Everglades and Lee tells Scott about her family: her father worked hard to give his wife and Lee a good life. Then, when the time came to reap the fruits of his labor, her mom died and he never got over it. She enters the house, calling for her father.
“Jock” expects her on top of the stairs. Lee runs up to hug him, asking how he is. “‘Pop’ killed himself this morning,” comes the reply. “I helped him do it.” With that, D’Spayre reverts to his true form, to Lee’s horror. He slaps her and she falls over the railing, into Scott’s arms. He suggests they get out fast, only to have D’Spayre transform reality around them. Suddenly, the Forrester home is a mile-high obsidian tower that radiates so malign an energy that Scott and Lee find their senses literally drowning in a miasma of pure despair.
Now the fun begins, D’Spayre exclaims, as he joins them. He starts to glow and Scott finds himself struck blind deaf and dumb.
D’Spayre’s hallucination / flashbacks
When his senses clear he is ten years old again and while he doesn’t remember this happening he knows it’s the truth as hidden memories surface. The DeHavilland Mosquito he and his family are in is suddenly struck down by powers far beyond human ken. The plane starts to burn and his mother straps him into a parachute telling him to hold on to his six-year-old brother Alex. She and their father will follows as soon as they can. With that Katherine Anne Summers shoves her sons out of the hatch. Moments later the plane explodes.
The parachute functions perfectly, until the flaming debris from the plane sets it on fire. Hey fall… and Cyclops awakes to find he’s …
He’s a grown-up again, wearing a torn X-Men uniform. Just as he exclaims that he finally he remembers again, he notices his uniform. His old uniform. He gets a good look around to find the original X-Men lifeless on the ground. His brother, Havok, is cradling the lifeless form of Lorna Dane. Scott identifies the place as the mountain headquarters of Larry Trask. What’s going on here?
Echoing through the vast complex, he can hear the lead-footed approach of the X-Men’s murderers – Sentinels in the forms of the new X-Men. The Summers brothers intend to pay them back in kind, even while Scott wonders if he has gone insane. The results are devastating to the Sentinels. Nevertheless, one of them manages to injure Havok lethally, before Cyclops takes him out.
Surveying the carnage, Cyclops desperately tries to wring some sense from this. He remembers what happened when they fought Larry Trask’s Sentinels. Alex was hurt, not killed, and the rest of the X-Men weren’t even scratched. And the new X-Men wouldn’t join for over another year. Somebody must be playing with his mind.
He’s ignoring the obvious, a hollow voice announces, as a zombie-like Havok rises again. Perhaps he is truly mad. Or this is reality. All the X-Men rise, telling him what if their consciousnesses have been transplanted into the Sentinel-forms? That way he would have killed them! Intent on returning the compliment, his friends attack and Scott screams, as they tear him to bits.
When the agony subsides, he opens his eyes to find he is whole again and on a familiar butte in New Mexico. He’s been up here for hours. Time for a break, another familiar voice announces. Terrified, he turns to face his heart’s desire. The woman he thought dead – Jean Grey. As he embraces her, he believes, because he wants to believe.
Their surroundings change to a church. He proposed, she reminds him. Or has he changed his mind? He hasn’t and, suddenly, he is wearing a tuxedo over his costume. As they walk down the aisle, Jean changes from plain Jean to Marvel Girl to Phoenix to the Black Queen to Dark Phoenix. As they reach the altar, Jean, suddenly in a Dark Phoenix dress, tells him this is the moment of truth. He’s known her in all her incarnations. Which one did he love best? She turns into a giant towering Dark Phoenix, threatening that the wrong answer will cost him dearly. “I loved – I love -you,” Scott simply replies. Of course he does, she agrees, turning back into Jean, now in a bridal gown. Could Jean have resurrected herself, he wonders. She has done so before.
The ceremony is held by Professor Xavier. Maid of honor and best man are Storm and Havok respectively. The other X-Men watch the ceremony. Xavier finally pronounces them man and wife and Jean starts to remove his visor, telling him she wants to see his face. She tells him to open his eyes and, as he does, his worst nightmare comes true. His uncontrolled blasts hits her turning her into a bloody pulp.
Then, her corpse disappears, as does the church, and Scott’s sobs are answered by D’Spayre’s laughter.
As the demon reaches for Scott’s mind and soul once more, he runs in terror and, when his flight takes him out of a window halfway up D’Spayre’s mile-high terror, he prays that the fall will kill him.
For a time, Scott dances on the edge of oblivion, wanting to slip into the abyss. Eventually, he wakes and slowly regains control over himself, as behind him the Man-Thing forms again. Scott’s first instinct it to attack but he reminds himself of his training. He mustn’t release his blast against any less than a definite foe, a definite attack. The creature isn’t after him. It’s heading for D’Spayre’s temple. Just thinking about going in there scares him silly, but he has to. He changes into his costume first, needing the absolute control over his optic blasts that his visor affords him. He hears Lee’s scream and both man and monster rush inside where they see Lee tortured by D’Spayre’s attacks.
The demon attacks the Man-Thing once more engulfing it in game. Seeing the creature in agony, Cyclops tries to blast the demon, only to see him appear to teleport like Nightcrawler all around the room, laughing sadistically as he blasts the beast again and again.
Reaching the unconscious Lee, Cyclops attacks again, while D’Spayre just laughs. His eyebeams may be effective against mortal foes. But D’Spayre is immortal. Physical force cannot harm him.
Cyclops looks around in the conflagration. His foe is gone. He wonders why he didn’t use another fear zap on him, but then realizes that fear isn’t what he’s after. His name gives it away, as do his dream scenarios. They were geared not to make him afraid but to make him lose hope. Scott now knows how to fight him. He draws on a most personal painful memory – his first sight of Dark Phoenix – gambling that his fear of his transfigured love will draw D’Spayre to him. His emotions are so real that they attract the Man-Thing. But D’Spayre reaches him first. More fool he as Scott tackles him. He cannot hold him, D’Spayre boasts. Cyclops dares him to break his hold then.
Even as the demon zaps him with fear, he finds that he cannot, for his power is broken with Scott. He may still feel fear, but he doesn’t let it rule him. He doesn’t despair. The burning Man-Thing tosses him aside and reaches for D’Spayre. No longer reflecting fear but Cyclops’ courage and strength, it too has now become immune to D’Spayre’s powers. He sets the demon on fire and tears it apart. Cyclops grabs Lee and runs out of the house. He turns back only to find everything burned. He has to assume that both Man-Thing and D’Spayre have perished. He leaves without a backward glance.
By dawn, the fire is out and the Man-Thing rises, whole and unharmed. It was created by sorcery as much as science. The swamp gave him birth, the swamp sustains him. It is resurrected, as it has been before. He pauses, seeking some sense of D’Spayre and, finding none, departs. For a while, silence reigns. Then soft, malefic laughter breaks the stillness to echo out across the face of the world. D’Spayre never truly dies.