This issue features two stories.
"The Beguiling" - In his lair, Modred trains his protege, Wildpride, who can conjure phantom animals, and makes his plans to confront Salome.
Later, outside the theater Salome has made her Sanctum, she watches Morbius and the Werewolf battle the neighborhood residents she's placed in her thrall. The two behave as if controlled by another, and she suspects the elusive Dr. Strange, when in fact Modred is pulling their strings.
Intending to reduce casualties in her 'army', Salome releases some police officers from her spell to quell the fight. One cop calls in the disturbance, which is overheard by Lt. Michael Badalino. He becomes Vengeance and speeds toward the melee. Modred breaks the spell and Morbius grabs the Werewolf and flies up out of the crowd's reach, then they are transported to Modred's hideaway, where they find the mysic and Wildpride, as well as Vengeance.
Modred explains that they must convince Salome to join their side or be eliminated. To this end, he spirits them to Cypress Hills Cemetery where they are met by Strange, Dr. Strange's mystical avatar, who issues the challenge to Salome. Modred then reveals that it is not the real Strange, but a mere magical construct designed to lure Salome into their midst. She arrives and the battle erupts, moving into a realm of Modred's creation. Salome loses strength as the fight wears on since Modred holds his allies' emotions in check, preventing her from feeding on them. She is attacked from all sides, and soon begs Modred to tell her what he wants. He offers her the full emotional force of the Midnight Sons in exchange for assistance in executing Dr. Strange. Upon hearing this, Vengeance becomes enraged, and Salome feeds off his fury, allowing her to blast Modred into unconsciousness. His realm begins to crumble, and all the combatants return from whence they came. Morbius, Jack Russell (the Werewolf) and Vengeance now know Modred is not to be trusted. In the mystic's lair, Wildpride chides his master for his foolish gambit, and insists they continue his training.
"Kindred Spirits, Lost Souls" - As John Blaze drinks in a tavern, he is approached by a young woman, Jessica Gole, asking for his help. She explains how she arrived at her home one night and found her mother, step-father and brother slaughtered. She felt an evil presence rushing toward her and ran for her life. Somehow, she felt drawn to this bar and toward Blaze.
They climb aboard his fiery motorcycle and speed to her home in Pennsylvania. There, they enter, and though they find the house a shambles, there is no sign of her family's bodies. Then they are confronted by Jessica's biological father. He tells them he is dead and his body is inhabited by a demon, and then claims he has already killed Jessica, but just not devoured her yet. Blaze blasts him with hellfire, and the demon erupts from the man's form, attacking Blaze. The two battle, until Blaze realizes Jessica's purpose in remaining on the mortal plane. He launches hellfire through her spirit, transforming it into a blast that destroys the demon, and consumes her soul. The creature dissolves, and Blaze leaves.