Dr. Hank McCoy a.k.a. the Beast of X-Factor makes his way down a less-than fashionable street, and noticing an elderly woman walk past him, he thinks that, considering how scuzzy parts of this city have become, like this one, it is an amazement that anyone has the courage to walk around. He adds that he has strength, agility, and if all else fails his razor-sharp wit, but for non-mutants, all they have are… ‘Incredible legs!’ Hank exclaims, gape-jawed as he stares at the legs of a woman in a short skirt, standing nearby.
Hank decides that the legs are familiar, and as his eyes move up the woman’s body, he shouts ‘Holy crow! VERA?!’ ‘Where is the stupid thing?’ mumbles the woman as she searches for something in her bag. ‘Yeah, that’s right’ Vera replies, hearing Hank call her name she finds her cigarettes. ‘Nothing does the trick like a cancer stick!’ she mumbles, which shocks Hank, who goes wide-eyed, ‘Vera - you…I…we…!’ Vera, clad in red leather, turns to Hank, ‘You big on pronouns, is that it?’ she asks, before blowing cigarette smoke out of her mouth and asking him if he is interested in a good time.
‘Or do you just get kicks dressing like a road-company cowardly lion?’ she asks. Flabbergasted, Hank exclaims ‘Vera! It’s me! Hank! We…used to go out! Have a relationship!’ He remarks that he knows she has been through a lot, and they didn’t part on the best of terms, ‘But I never thought you’d come to this! I mean…you were a librarian for pity’s sake!’. Nonchalantly, Vera replies ‘That’s the game you want to play? Fine. I’m a librarian, and you check me out’.
Hanks moves closer to Vera and tells her that this is insane. ‘You’re coming with me!’ he tells her, but Vera suggests he backs off, ‘No one as freaky-looking as you can be on the level’. But Hank tells Vera to stop pretending she doesn’t recognize him, when suddenly, another prostitute walks over, dressed a long fur coat and not much else she calls Hank a bum and asks Vera if he is giving her trouble.
Inside a nearby car, someone is watching the goings-ons, ‘Perfect. Hold that pose, sweetheart’ they think to themselves, before their purple-booted foot slams on the accelerator, and the car speeds forward, ‘Hey! Watch where you’re - hey! Stop!’ the prostitute exclaims, which is when Hank leaps into action, grabbing her and leaping onto and over their mysterious assailant. ‘The beneficent Beast has a knack of salvaging damsels in distress…even when they don’t want to be sal -’ Hank remarks as he puts the prostitute down, before turning around and finding that Vera has disappeared. ‘Where’d you go?’ he exclaims. The prostitute whacks Hank with her purse, calling him a creep and exclaiming that she could have gotten out of the way on her own. ‘Now there’s a tart response’ Hank jokes.
Meanwhile, in Soho, Bobby “Iceman” Drake is having somewhat better luck with women, one woman in particular that is - Opal Tanaka. The handsome young man tells Opal that he had a great time tonight, and that it took his mind off Warren. ‘I just hope Hank didn’t mind searching by himself tonight’ he adds. Opal points out that Bobby was exhausted, and needed a rest. ‘Besides, I think Hank is a big boy and can handle himself just fine’ she adds, before remarking ‘Speaking of big boys, “How’d you like to come up and see me sometime, big boy”?’
Bobby grins, and tells Opal that she made a great John Wayne impression. ‘Close. Mae West’ Opal replies, correcting Bobby, before getting the key out to her apartment and telling him that she wouldn’t exactly complain if that “sometime” was right now. Bobby’s jaw drops, before noticing something up in the sky - a shadow flying across the moonlight. ‘Uh…Opal…either they’re filming Batman II in the neighborhood, or there’s something I really have to check out!’ Bobby exclaims.
Going round the corner of the building, Bobby takes his clothes off and asks Opal to watch his stuff for him, before he ices his body and zooms away on an ice-sled. Opal picks up Bobby’s shoes and clothes, and remarks ‘Dating a super hero is going to take a lot of getting used to…’.
Bobby’s ice-sled carries him high into the night sky, thinking ‘That looked just like Archangel! We’ve been looking for him for days!’ he exclaims, deciding that he should contact Scott, when, all of a sudden, Iceman sees some children on the roof of a building holding a kite. ‘A kite!’ Iceman exclaims when he sees the shape of the kite resembles that of the figure he saw in the sky. ‘Wow! Look!’ exclaims one of the kids playing with the kite. ‘It’s the Silver Surfer!’
‘Yeah right’ mutters Bobby in reply, before telling the little kids that it is a bit late to be flying a kite. ‘Of, but feel the breeze, Mr. Surfer! You can really soar in a wind like this!’ one of the kids exclaims. ‘Uh huh. And you can also pass up a great opportunity, and be an idiot instead…’ Bobby mumbles, not noticing Warren “Archangel” Worthington soaring above him. Archangel is still hallucinating, and sees the city in flames. ‘Burned down! Crumbling! Apocalypse has had his final triumph! I have to do something!’ Warren exclaims. ‘But what? What?’ he wonders….
The next day aboard Ship, Bobby and Hank meet with Scott “Cyclops” Summers, leader of X-Factor and their long-time friend. Hank reports that there is still no sign of Warren, and wonders where he could be. Scott replies that he wishes he knew, and declares that they must find him, for if he is still delusional, there is no telling how he is seeing the world around him. ‘Whatever his perceptions, they’re probably shaped by Apocalypse’ Scott remarks, and tells his friends that they will spread out and search immediately.
Bobby puts on his stylish blue and white costume while remarking ‘Poor Warren. With everything that guy’s been through…’ he trails off, leaving Hank open to inform his friends about last night: ‘Speaking of people who have been through a lot…remember Vera?’ he asks.
(Shown with flashback illustrations to a double-date)
‘Vera?’ asks Iceman, surprised. ‘That librarian bookworm you used to bring along when we’d double date years ago? The one who turned into a downtown funky guidette?’. ‘Yes’ Hank replies, before announcing that he saw her last night, and that the bookworm is most definitely turned - permanently!
Hank is about to say something else, when Bobby interrupts, telling Hank that it will have to wait, and reminds everyone about the comm. links in their belts. ‘You spot Warren, just holler!’. ‘Good hunting!’ Hank exclaims as he takes off in one direction. ‘Same to you!’ Bobby calls out as he takes off on an ice sled in the other direction.
Later, Hank meets up with Bobby on the rooftop of a building, and Hank remarks that they have been searching for hours, with still no sign of - ‘VERA!’ he shouts when he sees his former lover strolling down the street below, in amongst other civilians. Hank leaps down and remarks ‘You weren’t who I was looking for, but this is obviously kismet’. Vera looks shocked, ‘Who are you?’ she asks as she hails a cab. ‘Oh, we’re not going to start that again, are we?’ Hank mumbles. ‘Taxi! Taxi!’ shouts Vera, carrying a cello case in one hand.
Hank tries to grab Vera, who tells him to get lost, exclaiming that she has a recital to get to. ‘What you’ll be reciting is the story of why you -’ Hank begins, but Vera lets go of the instrument case and climbs into the taxi. ‘HEY!’ Hank shouts. ‘Lincoln Center! Step on it!’ Vera tells the driver, who replies ‘Yes, Ma’am’, and presses his purple-booted foot down on the accelerator. ‘Wait! You forgot your cello!’ Hank shouts out as the taxi drives away. ‘Come on, Vera! There’s always room for cello!’ Suddenly, the cello explodes!
When the smoke clears, an angry Hank clenches his fists and mutters ‘Admittedly, a bad joke…but you don’t blow somebody up for that!’ Hank realizes that the charge wasn’t designed to kill him, just annoy him. ‘And it was riotously successful…’. Hank doesn’t give up there though, and exclaims that if the cab thinks it can out speed the bounding Beast, especially though midtown traffic, then it can think again! With that, Hank begins leaping across various cars, much to the amazement of the civilians inside the cars.
Finally, Hank finds the cab - only it’s empty. However, he hears a familiar voice, ‘Enjoy your hot dog sir’, and looks over to a hot dog stand, where Vera is serving hot dogs to various customers. ‘And please come again. Next!’ she exclaims. Shocked, Hank calls out to Vera, asking her how many jobs she is holding down. ‘Who are you!?’ Vera shouts, stunned that Hank has found her again. ‘Who am I?’ Hank asks. ‘You saw me last night. You saw me tow minutes ago! Do I look like someone you’d forget?’ he asks, telling her that he is tired of this game. ‘We’re playing a new one!’ he exclaims as he leaps onto the hot dog stand. ‘It’s called “I ask the questions and get the truth”. How’s that grab you?’ Hank asks.
Suddenly, a large green creature reaches out from within the hot dog stand, and grabs Hank. ‘Everyone’s so literal these days!’ Hank mumbles as the creature pulls him inside the hot dog cart, where they begin to tussle. Civilians and passers-by notice the strange rocking coming from the cart, which begins to get dents in it thanks to the strength of Hank and his foe. Suddenly though, the cart takes off down the street. The Civilians begin to scatter ‘Look out!’ ‘One side!’ they cry.
‘Aw no!’ shouts a truck driver as the hot dog cart careens towards it. The driver stops the truck with a screech, causing the cart to smack into it, and bounce off it, along the street some, during which Hank is forced from the cart at great speed, he is unable to stop himself. ‘Look out! Can’t stop!’ he shouts as he “flies” into a road of oncoming traffic. The cars all stop - but crash into each other. ‘Uh oh’, Hank mumbles as he looks around at the damage. ‘Don’t worry folks! Tony Stark will cover everyth - no, wait. That’s when I was with the Avengers! Uh…hope you’re insurance is paid, folks!’.
Hank leaps over to where the hot dog cart remains, ‘Now, who or what was I fighting in the - huh? Ashes!’ Hank gasps as he finds no green monster, but a pile of ashes in the hot dog cart. ‘Hey you! Ya bum! Get back here!’ one of the angry drivers whose car got smashed up shouts at Hank. Hank ignores him, leaping over the cars, ‘Excuse me. Pardon me. Coming through!’ he exclaims as he follows the direction Vera is walking in. ‘I said coming through!’ Hank snaps at someone. ‘I’m not going to lose sight of her again!’ he exclaims.
‘Out of my way!’ shouts Hank, pushing people aside as he follows Vera down into the subway. Leaping over the barrier, he mutters that there is never a train when you need one, and when you don’t want one there is. ‘But she’s not getting away again!’ he exclaims as he sees Vera inside the train, sitting down reading a newspaper. Hank admits that every time Vera professes innocence of his identity, she seems utterly convincing. ‘But I don’t want convincing. I want answers! And I don’t care how far I have to go to get them!’ he exclaims as he leaps on to the roof of the train.
Inside the carriage, a little girl sees Hank leap past her window, ‘Mommy! Mommy! The Beast is riding on top of the subway car!’. The little girls mother looks at her and replies ‘No, dear, that was a TV show which they cancelled…shortly after they killed off poor Linda Hamilton’.
Meanwhile, Bobby continues to search for Warren, and with an ice-sled trailing behind him, he mutters that he has done all this searching for Warren, but all he has managed to do is drop the temperature of Manhattan by a few degrees. ‘I hope Hank’s having better luck!’ he exclaims.
Back in the subway, the train comes to a stop, and Hank, clinging to the roof, sees that the platform is deserted. Vera steps out off the train onto the platform, causing the Beast to leap onto the platform, ‘We talk!’ he exclaims, throwing his hands in the air, he tells the shocked Vera that he has had it. ‘I want you to tell me what’s going on, and I want to know right now!’
Suddenly, a voice exclaims ‘Certainly. You’re coming with me!’ Hank sees a caped figure standing nearby, ‘Who’s that? Over in the shadows?’ he asks. A green and purple-clad man steps into the light - ‘Why, it’s only your old friend…Mesmero!’ announces the villain. Hank is shocked, ‘You two-bit hypnotist!’ he exclaims, telling Mesmero to forget it, ‘All I have to do is not look at you…which isn’t much of a chore!’ he exclaims as he turns around - only to be confronted by three large figures all with cartoonish-distorted faces. ‘Huh?’ Hank asks, before turning back to Mesmero, ‘All right. You hypnotized me somehow. But if you think I’m going to fall for your cheesy illusions, you can just -’ Hank doesn’t get to finish his sentence, as the illusions begin to pummel him.
Vera watches as Hank receives punch after punch, until the creatures drag him over to Mesmero, who tells the Beast that he is just a pawn. ‘Although make no mistake…I’ve been awaiting this chance to even the score between us for some time now!’ Mesmero clenches his fists and rubs them together as he begins to say ‘Let’s see if you can withstand my -’ until, Vera lunges at him, leaping on his back she begins bashing him on the head with her fists, ‘Put a sock in it, you caped creep!’ she tells Mesmero, while urging Hank to get away.
Mesmero is surprised, ‘You shock off my hypnosis?’ he asks, ‘That she did!’ Hank exclaims as he takes on the illusions, dodging the punch of one, causing another to be thrust on to the train tracks and electrified. ‘Nice power. Try for accuracy next time!’ Hank exclaims, before telling the other creatures that their pal has just been electrified on the third rail. ‘Doesn’t that indicate to you that crime doesn’t pay?’ he asks. ‘Get off me, you cow!’ Mesmero shouts at Vera, who pulls Mesmero’s helmet down over his eyes.
A train pulls towards the platform, ‘You guy’s don’t say much, do you?’ Hank remarks as he kicks them in the face. Breaking a piece of metal railing off the wall, Hank remarks ‘Well fine. I was always the strong, silent type myself - here have some iron in your diet!’ he tells one of the creatures, shoving the metal bar into the creatures’ large jagged-toothed mouth, causing the creature to make an unintelligible response. ‘Is that what passes for repartee these days? Oh, the pain, the pain!’ Hank jokes as he tosses the creature into the dumpster behind him.
‘Uh oh, it’s the dumbwaiter!’ Hank exclaims as he turns around and is confronted by the remaining creature who is dressed like a waiter. The creature punches Hank in the face and forces him to the edge of the platform, where Hank’s head hangs over the edge. ‘Saved best for last, obviously, did you brush this morning?’ Hank jokes, while the train edges ever so closer. Mesmero tosses Vera aside and shouts ‘No! The Beast is supposed to be intact! Stop!’
Hank realizes a train is approaching now as he can see the headlights in the distance. ‘Getting hard to breathe…or think…’ he tells himself as the brute continues to strangle him. The train driver however, sees the Beast, and slams on the brakes. ‘Hey!’ ‘Whoa!’ shout people in the train as they are tossed about. ‘Hank realizes it is too late though, ‘Him…or me…’ he tells himself, mustering his strength, ‘Then it’s him!’ he shouts as he uses his legs to flip the creature off him and toss it to the oncoming train. Wha-spluck is the noise the creature makes as it is struck by the train.
Hank feels sick, even to save his open life he didn’t want to have to do that. With the train gone, Hank peers over the edge of the platform: ‘They’re gone. The fried one, and the one I tossed. Just ashes. Probably the one in the garbage bin is gone too’ Hank supposes as he looks at a pile of ashes on the tracks. Suddenly, Vera rushes over, ‘Henry! What’s happened! What am I doing here? Who was that weird man!?’ she asks.
Hank explains that it was Mesmero, a hypnotist and illusionist. ‘Who I see, pulled his own vanishing act’ Hank remarks. The train driver arrives on the platform, and asks if he hit something. ‘I guess not’ Hank replies solemnly.
Soon, Hank and Vera make their way back to the street, awkwardly, neither quite looking the other in the eye, and Vera explains that the last thing she remembers is leaving the school where she now teaches. ‘The rest is a blank’. Hank explains that Mesmero can do that - blank a persons memory and re-write one’. He adds ‘He wanted to get to me through you. Wish I knew why’, before telling Vera that it is nice to see she has gotten her life together. ‘Love your hair’ he adds, motioning to her now shoulder length brown hair.
Vera smiles and thanks Hank, before remarking that she has heard he and the reporter, Trish Tilby, are quite an item. ‘How did you know about me and Trish?’ Hank asks. ‘Trish and me’ Vera corrects her former boyfriend, before revealing that it was in The Enquirer. ‘You read the rags? Scholarly librarian Vera?’ Hank jokes. ‘Well…just in the supermarket line!’ Vera exclaims. Hank laughs, and tells Vera that she certainly has changed, before telling her that he will walk her home. ‘I hear the subways aren’t safe!’ he jokes.
As Hank and Vera continue on, they are unaware that they are being watched through a telescope - by Infectia! ‘Darn. I had such plans for you, Beast!’ Infectia exclaims. ‘Such plans for X-Factor, once I captured you. Here I track down your ex, hire Mesmero, and for what. When push came to shove, little Infectia got the shaft. Oh well…better luck next time…’.