Iron Man breaks into a large hidden A.I.M. installation in Nevada. He cries out the name of Modok but receives no response, save the distant clanging of metal upon metal. Iron Man had suspected that Modok was killed by Yellow Claw, only to have S.H.I.E.L.D. later report that Modok was alive. They lost track of him immediately afterwards, but Iron Man detected a large emanation of psychic energy from this part of the country. He was sure that it was Modok.
As Iron Man walks, looking around, he is suddenly attacked by a sentry. He smashes that and a second robot, but a tank takes him by surprise. He fires his repulsors to disintegrate it. A robotic hand picks him up and he tears it apart. Iron Man suspects that Modok might already have gone away. He looks at the giant Cradle of Power, and decides to contact the Champions for help.
The Champions don’t respond to his radio alert though. So, Iron Man is forced to break into their headquarters. He is startled by Ghost-Rider and attacks him. The other Champions gather to attack Iron Man, but Black Widow breaks them up, saying that it is a misunderstanding. Iron Man shows them a video clip of Modok, while recharging himself. He gives enough details about the hidden weapon of Modok to have the Champions consider it as a top priority mission. He gives them three locations where A.I.M. installations are suspected. Darkstar appears and startles Iron Man. They divide into three groups. Iceman, Ghost-Rider and Darkstar head for San Francisco, Hercules, Widow and Angel head for Redwood while Iron Man opts for the Mojave desert.
Angel guides his team through the Redwood forest. After landing, they enjoy a moment of peace, which is quickly interrupted by A.I.M. attacks. The A.I.M. personnel fail to inflict considerable damage. Finally, it seems that they are able to overpower the Champions trio. But the Champions are only pretending. They are indeed stalling the mechanics while readying themselves for further instructions from Iron Man.
Elsewhere, Iceman leads his team into an underwater A.I.M. installation in San Francisco. Upon entering the plant, they discover A.I.M. personnel carrying out hideous mutations of marine animals. They attack the A.I.M. The mechanics change tactics and flee, but not before releasing the beasts and the water upon the Champions. Darkstar hopes to teleport her team out of the place, but she is hit severely on her head and faints. Iceman and Ghost-Rider try their best to fend for themselves. Finally, they manage to get Darkstar and themselves out of the place.
Iron Man arrives in the Mojave desert and is greeted by a Padre. He questions him about Modok and doesn’t receive anything satisfactory. Not initially. The padre locks themselves inside a room and reveals himself to be Stryke. He rains blows on Iron Man. Iron Man knows that he cannot last long even with his armor. He realizes that Modok is playing him for a fool. He breaks out of the room and flies away. During flying, he contacts the Champions to meet him in Nevada.
Iron Man comes back to the A.I.M. installation he broke earlier into. Pretty soon, he comes face to face with Modok. Modok says that his mental powers have increased greatly due to the Cradle of power and his Doomsday Chair. He unleashes a herd of cyborgs upon Iron Man. The Champions come in soon and join the fight. Modok seizes the chance to flee. He teleports himself out of the mountain and blasts it with his psychic powers, bringing down the mountain upon the Champions.
Hercules holds the rocks at bay with his great strength. Iron Man connects his armor with the Power cradle and gets a tremendous boost. He unleashes the power through his repulsors and blasts open the whole mountain side. The blast affects Modok and sends him spiraling. Iron Man tries to stop him from getting himself hurt. But Modok suspects his motives and destroys himself.
Later, they come back to the Champions’ headquarters. Darkstar gains consciousness, while Iron Man goes away.
BACKUP STORY: “Death Lair”
From above a rooftop, three men plan to strike a specific building before dawn. Preparations are almost ready when suddenly they are interrupted by Midnight. He comes from behind them and asks them to surrender. The men put up a feeble resistance, trying to attack Midnight. But he overpowers them easily. He grabs hold of one goon and asks him their motive. The man tells that the building they had targeted contains expensive machinery and hardware, which could make them rich. Midnight silences him.
Midnight picks up their grappling hook launcher and fires it, creating a bridge between him and the building. He walks over to see an open skylight and a man working with a big computer. As he drops inside, the room removes its holographic image and reveals several automated guns. Midnight has a hard time dodging them but finally manages to come out victorious.
The owner comes out, revealing himself as Half-Face. Midnight tells him that he has not come to fight, but to enlist his service for his master, Fu Manchu. Half-Face tells him that he no longer works for masters. Midnight recounts Half-Face’s bitter past, one of bombings that caused him to lose his land and family. Half-Face tells him that he cannot offer any aid and asks him to get out.
As Midnight walks away, he thinks of Half-Face, the man who has the audacity to refuse Fu Manchu’s wish.