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Jock Forrester kills himself in the Everglades after learning that he is incurably cancer. His pain draws the Man-Thing close and his death frees the demon D’Spayre, who temporarily destroys the Man-Thing and takes on Forrester’s form. He calls Forrester’s daughter, Lee, on the phone, inviting her to visit him. Lee is Captain of the trawler Scott Summers is working on. She invites him to come along visit her father. They are expected by D’Spayre, who imprisons them. He forces Cyclops to relive bad times in his past turned into nightmare scenarios, until Scott can’t take it anymore and jumps out of the window. Outside, he is joined by the reborn Man-Thing and, together, they face D’Spayre once more. Scott now realizes that it is despair that gives the demon strength and, refusing to give in, he finds the strength to hold him, just as the Man-Thing finds the strength to beat him – for the time being. Cyclops takes the unconscious Lee and leaves the burning house. Back at the X-Mansion, the X-Men are still trying to repair the damage to the house done by Sprite’s battle with the demon. Angel offers to help with the costs and Wolverine and Nightcrawler make fun of Kitty, who takes their taunts more serious than they were intended.