From the window, Cyclops and Bobby watch Hank talk with the mysterious Agent Baker. Bobby protests. Scott explains it’s for Hank’s best grades for the semester, meaning he gets the special project. Meanwhile, Jean couldn’t care less, as long as she gets her sleep.
Outside, Xavier and Hank discuss matters with Baker, who has gathered a dossier of three possible extra-terrestrial operations on Earth. But all unusable by him, Baker stresses. His superiors want him to drop the investigations. Of course, if any enthusiastic volunteers were interested in following up the tips, he wouldn’t prevent them, but how anyone got such info he doesn’t know. He says and hands them the dossier.
Xavier allows Beast to pursue the leads and take any X-Men he needs who aren’t busy with exams. if it interest him. Say no more! Hank shouts enthusiastically. The truth is out there!
McMurdo research Station Antarctica, where Beast has taken Iceman (wearing only shorts and a Hawaii shirt). The scientists explain to the Beast that that’s the fifth time it has busted into their foodstores. The dogs keep chasing it off, but they don’t all come back, another one adds. A third mentions Bobby should really be wearing a parka. Nah, he’s all good, Bobby replies.
The first scientist explains that Dr, Philo saw strange lights in the sky the night before it appeared. Does he think… it’s an alien? He’ll rule nothing out, Hank replies seriously.
One of the dogs comes back, carrying what looks like a human hand. Bobby tosses it away, for the dog to play catch with, while Beast sighs they need that in the lab.
When the hand is attached to electrodes, Bobby has nothing better to do than make it “moonwalk.”
Under the microscope, Hank discovers that the hand is a fine approximation of a human hand, but in fact its cells are those of a plant. The hip-hop hand Bobby announces, capable of making it do tricks. Clearly a plant organism that can survive in this cold must be extra-terrestrial, the scientist assumes. Whereas Hank believes it seems familiar. If only he could remember….
Suddenly, a huge hand tears though the window and grabs Bobby. The scientist observes that stimulating the hand probably attracted the creature. Oh, Hank looks up. “Good work, Drake.”
Bobby finally catches his breath, ices up and freezes the humanoid three-headed creature.
A little later…
Well, it wanted to be in the food supply so badly, one scientist remarks, he hopes it’s happy now. While Bobby helps himself to some opened jerky, Beast asks him if he notices something about the food that was raided. Yeah, it’s nasty, comes the reply. The scientist apologizes that it’s tofu jerky. Lots of them are vegans. Exactly, Beast agrees, all the taken ones were…
While they are busy, someone sets a heat radiator to melt the ice and the creature escapes. The two X-Men follow outside. He thinks it went this way, Bobby shouts, pointing at its footprints. Truly, he is the sleuth of their age, Beast sighs. How does he do it?
The prints lead to a horticulture lab where they find farm animals made from vegetable matter, like the creature. Soybeans to be specific, Hank explains. Dr. Philo was trying to throw them off track with the talk of an alien.
“Correct, with some lentil fiber as well”, the Professor points out before he moans, grabbed by the creature which he can’t control. He finds some comfort in at least being killed by his own creation.
Hank orders Bobby to ice up the lamp over their heads and he does so, Hank jumps and grabs the professor and the lamp falls onto the creature, burning it up.
Afterwards, the professor explains he came down here to continue his experiments with soybeans in secret. He tried to keep the creature outside where no one would have contact with him. He knew trying to make a man, was a little out there, but you have so much time on your hands down here.
Hank continues that it stole the food to repair itself, because the dogs kept snacking on him. Why did he create him them? Philo explains he worked as a food chemist, making soybased foods, to imitate meat. Soy bacon Soy chicken, soyburger… Then, he realized he got closer flavor by first replicating the creatures the meat consisted of! Uh… okay, Hank replies.
Agent Baker calls him on the cell and Hank informs him that it turned out not to be extra-terrestrial. Just plain old mad science. But he should tell his superiors this warning from the bottom of the world. There is strange life around them. Keep looking in the frozen food section… keep watching the aisles!
In the meantime, a strange alien-like small creature frees itself from the soybody and creeps off.
Interesting fact: Dogs are now banned on the continent of Antarctica! Is there something there someone doesn’t want dogs to find…?
The X-Men have travelled to Santa Mira, California, joining Hank and Bobby there. Warren asks what’s going on here. He doesn’t think they all needed to come. Hank explains that a trusted contact of Agent Baker’s said people were acting strangely – not like themselves. Here he comes now.
A man in a suit greets them and introduces himself as John Gilley. Hank asks what the erratic behavior he observed is. With a smile, Gilley replies he’s afraid he was suffering from a lack of sleep, which they all need plenty of. He thanks them for coming out, but everything here is quite normal.
Warren agrees and suggests they leave while Jean observes that Scott’s going to be mad if he finally finds a parking space.
Suddenly, a little agitated boy calls for help. He’s held by his arm by a woman. The boy shouts it’s his mom. She’s letting him watch TV all day and eat whatever he wants! She’s not her! The woman just smiles indulgently and explains that Will has a big imagination. He was supposed to invite them to their… barbecue. Barbecue? Iceman repeats happily.
Later at the barbecue, the X-Men have stuffed themselves. Little Will runs away and shouts he wants his real mom. Hank assures the woman he’ll look after him and follows Will into the glass house.
Inside, Will is almost eaten by a huge plant. What is this? Hank wonders. This is where they come from, Will explains. A surrogate life form, Hank observes as he sees humanlike forms there, one of them looking suspiciously like him.
What’s up, Hank? comes from behind as Warren and Bobby have joined him. Hank quickly relates that this community is being replaced by creatures grown from seed pods. Oh, of course… he suddenly understands. Dr. Philo’s Seed ‘n Gro’ stands on an empty box he finds.
Yes, Bobby agrees calmly. From the Antarctic base. Suddenly, Hank notices that Warren has a gun. One of their new friends gave it to him, comes the reply. Now why doesn’t Hank go rest, while they take care of this? Yes, sleep off your lunch, Bobby suggests, grabbing his shoulder.
But he’s not sleepy, Hank protests until Bobby suddenly ices him up, adding that the ice will help his metabolism slow, so he can rest. Hank realizes they are pod people, replicating his friends’ cell structures. They replace real humans when they are asleep. That’s right, Jean Grey, who has just joined them, explains. The whole population will soon be replaced.
That moment, Scott, who has needed all the time trying to find a parking space, enters. Taking in the odd situation, he asks what’s up. Hank shouts at him to free him. “Jean” instantly shouts that Hank is an artificial life form who replaced the real Hank. She orders Scott to destroy him. Quick!
Scott complies, but manages to destroy the impostor Angel and Iceman instead. Jean explains that she split his beam to destroy the imposters. She apologizes for keeping up the deception. Hank tells her she was brilliant. No, Jean replies. She just listened to Will. He showed her where the real humans are being stored and then sent her back here.
Will asks them to make his mom wake up. While Xavier telepathically awakens the original townspeople and Cyclops destroys the pods, Hank calls Agent Baker and informs him of matters, adding that he recommends tracking down everywhere Dr. Philo’s seeds were shipped and warn the inhabitants-- the pods are here! You could be next!
As a little boy, everyone found Charles Xavier strange. When the children laughed at him he used his telepathy to control them. His neighbor, Dr. Jones, becomes obsessed with his oddness but is told to go away.
He hides himself between two walls to observe Charles. Xavier makes the other children build the walls into a shed where he forgets Jones who is there still.
Having souped up the Wizard’s flying saucer, Beast uses it to fly along with Cyclops to Agent Baker’s third area, an area in North Korea with many UFO sightings. Hank decides to circle the ship a bit, hoping the sight of a flying saucer will draw potential aliens out. Instead, they are freaking out the locals.
On the radar, Cyclops sees an object heading their way fast. Hank believes it’s due to his successful tactic. Actually, it’s a Korean missile. When it hits, the saucer’s anti-grav engines are failing.
Beast asks Cyclops to hand him the Wizard’s navigation helmet; he’ll need it to land. They crashland. Scott is out of it and Hank finds the helmet is stuck on his head.
He gets outside were the North Korean soldiers believe he is an alien and shoot at him, hitting the helmet, before he can finish the sentence that he comes in peace. The helmet is off, but inside the ship something begins to makes noises and gravity outside suddenly is negated.
Hank shouts at Scott inside to shut down the engine with the sequence Grottu… Barada… Ditko…
Apparently, Scott complies because a moment later they all land again… hard.
The army is still out for Beast’s blood with tanks and helicopters, despite one woman’s protest that she understood him and he was trying to help. The order is given to destroy him when, suddenly, the tank is hit by an energy blast courtesy of Cyclops.
As he stands there in the saucer’s doorway, the Koreans believe him to be a robot. Again, he fires his optic blast, destroying the rest of the weapons.
As one of the Koreans waves a white flag Beast tries another approach. He tells them on his world there are many enforcers like this (referring to Cyclops). Keep up your warlike ways, he warns them, and he will not be able to stop them from returning to reduce this planet to cinders. So anyway… they have another planet to threaten. Good day.
They leave in the spacecraft while the Koreans are falling for it. While Cyclops flies them, hoping the thing will make it to Japan, Hank announces he will contact Agent Baker and let him know that there were aliens there… them.
Baker receives Beast’s call and thanks him. He asks Hank to tell the Professor he’s being transferred, so they’ll be working with Agent Duncan again. But, if they uncover any alien operations, give him a call, eh?
In an invisible saucer above, someone remarks that Baker doesn’t realize the truth of things or himself. Neither do the X-Men, another announces. Imagine were they to be unearthed by one of their own sleeper agents!
Their choice of the term “unearthed” is very appropriate, the first replies, yet for now their operation is safe and proceeding according to plan. They are infiltrating the highest level of government and studying the mutant population. The actual takeover is many years away still, but the Skrulls’ secret invasion of Earth has begun!