Li’l Charlie asks Franklin if he is enjoying the circus, and Franklin says that it is cool, and wonders how he got there. Charlie says that Franklin created it by using Charlie’s memories. The scenery is remarkably detailed. Franklin has completely replicated a scene from Bavaria from several years ago.
Franklin complains that his head is hurting, and Charlie says that he knows it must take a lot to keep producing such a detailed illusion, but Charlie can help take the pain away. Charlie encourages Franklin to keep producing the circus and the Bavarian setting, and Franklin says that it still hurts. Charlie tells Franklin that sometimes he’ll have to do things that hurt, especially if he wants to protect his family.
A lovely gypsy woman steps out of a circus tent, telling Charles that this isn’t right. It isn’t like him, but it is like the “other one.” Franklin is an innocent, and should not be drawn into his grasping web. Franklin asks who the lady is and what she is talking about. Charlie stares at the lady, named Magda, impressed by Franklin’s power to recall such a memory.
Suddenly, Franklin stops producing the illusion, and Charlie is startled. They return to Franklin’s bedroom in Four Freedoms Plaza. Charlie tells Franklin to go ahead and meet his parents who have just returned home, but tells Franklin not to tell anyone about their time together, as they would both be in danger if anyone knew about their special powers. Charles feels uneasy as he remembers Magda’s words – but his plan is already set, and he disappears from the Fantastic Four’s home.
In the shuttle bay in the Four Freedom Plaza, Franklin rushes to give his daddy, Mr. Fantastic a hug. Ben Grimm complains that the ship is too noisy, and asks Scott Lang, the team’s newest associate, if he has dinner ready yet. Scott says that he already called ahead and ordered a pizza. Mr. Fantastic asks if there were any problems while they were out, and Scott says there were none. Susan Richards asks if Franklin did anything special while they were gone, but he says that he didn’t. In the hall, Lyja the Skrull runs into her ex-husband Johnny Storm, and asks to talk to him.
As they slip away, Nathaniel Richards tells the Four that they should celebrate their victory over Hyperstorm. Ben takes offense to the old man’s attitude, but before they fight, Reed steps in to separate the two of them. A page comes across the intercom, and the secretary tells them that they have an important visitor – Charles Xavier.
At the same time, a priority message is being patched through from the Avengers. Reed is perplexed why both the X-Men and Avengers would call at the same time. Scott tells them to go meet Xavier while he handles the call from the Avengers. Ben tells Lang to mention his name if the Avengers are recruiting again, since “they aren’t so choosy about who they clobber.”
Lang takes the call from the Avengers, and Black Widow is on the line, advising him that a being known as Onslaught has corrupted Charles Xavier. Before Scott can do anything else, though, Xavier puts Scott to sleep at his control panel.
At the Avengers Mansion, Bishop and Iceman are worried that something is going horribly wrong. Widow fails to reestablish communications, and says it could be a technical malfunction, but Hawkeye states that they all know what’s going on.
Back at Four Freedoms Plaza, the FF react to a stunning proposal by Charles Xavier. Xavier asks the Richards’ to turn over custody of Franklin to the X-Men where he can learn to be accepted and also to use his powers for the betterment of mankind. Susan is angry at the proposal, because no one could take care of Franklin better than she could. Xavier insists that they need to consider what is best for the child, but Nathaniel tells him that he is being impertinent, and that they don’t need an outsider telling them how to raise their child. Xavier continues to debate.
Johnny and Lyja begin their talk, and Johnny tells her about the other woman he’s been seeing, Laura Green. Lyja worries that Johnny is mad because he suspects the truth – that Lyja is Laura Green. Johnny tells Lyja to just say what she needs to say, because he’s sick of her playing him for a chump. Before the conversation can continue, though, a teleporter breaks through security, and suddenly Iceman, Bishop, Hawkeye, and Crystal all teleport in with Lockjaw’s help.
In the lobby, Xavier tells the Richards family that since reason will not convince them to relinquish Franklin, he will dispense with the subtleties. The team stares as Xavier begins to glow and change form. Onslaught reveals himself, announcing that Xavier is merely his vessel. Onslaught says that he differs from Xavier in one crucial aspect – he takes what he desires, and he desires the child. He unleashes a psionic blast, knocking everyone out.
Johnny leads the X-Men and Avengers to the lobby, insisting that Onslaught might be a tough catch for them, but the Fantastic Four have beaten foes such as Galactus and Doctor Doom. Reed staggers around the corner, and tells them that he barely survived Xavier’s assault. They gather around to find Onslaught quickly, and Reed signals his secretary to locate Xavier – but it appears as though Onslaught disabled the building’s communications. Nobody can find Franklin either, and Scott Lang is also missing. They decide to break into groups.
Johnny, Crystal, and Nathaniel all head for the communications center, where they find Scott collapsed over the equipment. Crystal checks his condition and finds that he is still alive, and dispatches Lockjaw to get more backup. Johnny notices that his flames are casting a shadow in the corner that must be Onslaught. Johnny sounds excited as he prepares to fight Onslaught along with Crystal, but Crystal warns him that he is being an overconfident hothead. As Johnny is about to hit Onslaught, Onslaught telepathically douses his flames and sends him crashing into the ceiling. Onslaught freezes Crystal in her tracks, and stares into her eyes. At once, Crystal sees both the frustrated concern in Charles Xavier’s eyes and the cold evil of Magneto’s eyes. Onslaught causes Crystal to believe she is trapped in a void, making her useless. Nathaniel sneaks up behind Onslaught and grabs his armor. Nathaniel says that since his armor was designed to siphon energy from Franklin, it should work just as well on Onslaught. However, Onslaught doesn’t have time for this, and throws Nathaniel to the ground, shattering his armor. Onslaught leaves to continue his search for the child.
In the television room, Franklin remains oblivious to what is happening, instead watching his favourite video. Onslaught appears in front of the boy, saying that he wasn’t going to be fooled. Franklin’s features dissipate, and Lyja reveals herself. Hawkeye and Ben attempt to take Onslaught down, and Onslaught finds that Lyja’s alien brain is impossible to control. Ben gets angry at Lyja’s misfortune, and tackles Onslaught. Onslaught tells him that it is futile, as he can increase his strength just by willing it. Ben lays into Onslaught, pummelling him as hard as possible. Hawkeye shouts at Ben to stop, as he is merely pummelling a wall. Onslaught tells Hawkeye to save his breath, and hits them all with another blast.
In Franklin’s bedroom, Bishop and Invisible Woman search for Franklin and Onslaught. Susan thinks that Onslaught is messing with their perceptions, and searches the room with her forcefield. Onslaught appears, telling her not to bother. Bishop tells Sue to stand aside, as Onslaught is his responsibility. Sue says that he is her responsibility, because he is attacking her son. Bishop tells Sue to attack him with her most powerful force field, so that he can absorb and rechannel it against Onslaught. She warns him that it could kill him, but does so, and Bishop howls in pain. He slams Onslaught with the blast, melting his armor and sending him to his knees. As the armor melts away, they see the naked form of Charles Xavier, begging for help. Bishop walks over to help, but it is a trick, and Onslaught belts both of the heroes with a blast.
Outside, Apocalypse and the Watcher wait as the battle rages within the Four Freedoms Plaza. The presence of Uatu suggests that this moment is a critical juncture in Earth’s time. Apocalypse muses that maybe the day of the super-human is over… and it is now time for the Age of Onslaught. Uatu does not respond, he merely continues to watch.
In the Fantastic Four’s kitchen, Franklin sits down and has a cookie, unaware of anything that has transpired. Li’l Charlie shows up to ask Franklin if he wants to play. Before Charlie can do anything else, however, a punch causes Onslaught to reveal himself. The final group of Mr. Fantastic and Iceman has arrived to save Franklin. Mr. Fantastic stretches his body and muscles to Thing-like proportions, summoning what strength he can to attack Onslaught. Reed tells Onslaught to leave them alone. Reed says that he will stop this, no matter what it takes, he will find a way. Onslaught says that given time, Reed might – but he can dismiss them with a single thought.
Back in the media room, Human Torch finds Thing, Hawkeye, and Lyja unconscious. Johnny apologizes for being a jerk to Lyja before, and admits that he knew she was Laura Green all along. They kiss. Ben tells them that they still haven’t clobbered Onslaught, and they can play kissy-face later.
Back in the kitchen, Li’l Charlie asks Franklin if he wants to see more trading cards, and says that all he has to do is take his hand. Reed begs for Franklin to stop, but Franklin cannot see anything but Li’l Charlie. All of the heroes arrive in the room, and Sue says that they all need to attack together. Everyone attacks with all the energy they can focus, and for a brief moment, Onslaught staggers. Franklin asks Charlie if they are leaving soon. Onslaught replies to just give him a moment, and Onslaught releases a powerful blast, knocking everyone out and blowing up the entire floor of the building.
“Now, my young Franklin… you will give me a gift. A gift beyond reckoning…”