There's a knock at the door of Dr. Robert Mason's---Atlas'--Scottsdale home. Mason gets the door, and it's Alec Kahlil--a.k.a. Talon--standing there. Mason had called him, and invites him in. Alec asks why the mysterious phone call. The two men had started becoming friends, as well as teammates, after some time spent working together on Talon's Predator motorcycle, but Alec has yet to be invited to Mason's home, and has never heard Mason sound so grave and enigmatic.

Mason explain it all--how Alec's friend Thomas Greene--the government agent named Veil--had come to his home before leaving town after APEX's involvement in the Shadow Box affair (see APEX #9), telling Mason how when he'd touched the Atlas armor, his post-cognition powers had told him that someone on Mason's Pit Crew--the team that works on the Atlas Project--was selling corporate secrets. He hadn't known who, but Mason had found out the night before that it was armor alloy specialist Felicia Mann (see APEX #12), both a trusted colleague and a friend. He explains how someone had approached her and revealed knowledge of her husband's sales of military technology secrets to the Chinese years ago during a period of gambling addiction. The man threatened to go public with this knowledge and destroy her family if she didn't do the same for him--with AZtech secrets, specifically Robert Mason designs--as her husband had done for a foreign government. Feeling trapped, she'd agreed, and had already delivered sensitive materials--though nothing specifically regarding the Atlas armor. When he'd caught her, she was saving more files to a CD, and was to deliver them to the man tonight.

Alec understands, having been an intelligence operative. It's an old gambit...finding someone with access to what you need, finding their weak point, and exploiting it. Mason explains that he'd gotten the drop point information from Felicia. She'd been willing, at that point, to forget it all and go public herself with her husband's crimes. Mason had told her he had another idea, and to trust him. He'd told her he'd take care of it.

He asks Alec to help him. This isn't an APEX or an Atlas matter. It's personal, and he won't be going in with armor on. He wants to be there to meet this man, to find out who he is, or who he's working for. He has to know who's stealing his secrets, and wants to stop the blackmail against Felicia. And he needs backup. Alec understands. No powers. No problem. He agrees to help.

Meanwhile, Mercury's on a private jet belonging to Mythic Motors, and she and Darrell Barrett are landing in Los Angeles. She'd agreed to do an ad campaign for the car manufacturer, one celebrating the silver anniversary release of their Quicksilver sports car (see APEX #5), and the first photo shoot is today. A limo picks them up, and they're taken, first, to lunch at an elegant restaurant, where Mercury meets the excited company representatives. They go over the shoot, and she signs a lot of paperwork, reading it all over with her speed-reading skills before they can even finish trying to explain it. After that, it's off to the beach. It's a whirlwind of activity, a big-time photo shoot. Crew and ad people and models and extras are everywhere, as well as security to keep the crowds back. As she promised she would, Mercury puts on a bikini--after trying on quite a few picked out by the photographer--and starts to wonder if this is a good idea, APEX-image-wise. But, since Darrell's their agent and doesn't seem to think it's a problem, she tries not to worry. The shoot goes well--with her and a number of healthy young male and female models around a Quicksilver parked by the water. Hungry for exciting new experiences as she is--after spending so many years in hospitals and medical centers growing up, away from the world--she finds getting to try out modeling a lot of fun. And hanging out with the models all day, people in her own age group, is a rare treat as well, after missing so much of this kind of social interaction in her life.

As things start to wind down, a special visitor shows up and easily gets let past security. The glamorous blonde is Cinema, the light-illusion-casting member of the Herald. She'd heard on the radio about Mercury being down on the beach for the day, and thought one of L.A.'s hero team should at least stop in and say hello. They have a nice, but brief, conversation, as Cinema doesn't want to hold things up (no stranger to photo shoots herself). They happen to talk briefly about the funeral of StarStrike (see APEX #10), and how Cinema heard things got a little tense between APEX and the members of the Herald that were there--mainly between the male heroes on both sides. Both women sort of apologize for their teammates. The basic problem on the Herald's side is that Talon, then a freelance mercenary villain, had been captured during a techjacking gone bad at an L.A. lab by the Herald (specifically by Breakdown, who had burst in, swung first, and shattered Talon's shoulder)--though Cinema hadn't joined the team yet at that time. Once the news came out that Talon had actually turned on his unstable partner to save the lives of the hostages, Breakdown didn't end up looking too good...or the team. Having this same savior villain then do his time, turn hero, and join a hero team only hours away from the Herald didn't help much either. APEX's side of the problem, Mercury explains, is that though they've only known Talon a short period of time, really, they know the true hero he is--he saved all their lives and the lives of most of Phoenix (see APEX #2), almost losing his own life in the process--and consider him a friend. And as a friend, they're going to stand by him and protect him...from villains or from other heroes with wounded egos. Mercury feels he's more than earned his second chance to prove himself. Cinema says the Herald (mostly Whitewing and Breakdown) are still waiting to see what he does with that chance, and aren't convinced yet that his turnaround is genuine. Both women agree that all pretty much a male ego thing, and hope that the two teams can work it out and work together in time.

The two say good-bye, and Cinema leaves, stopping to sign some autographs for her fans along the way. Mercury finishes up with the shoot, politely declines the invitation of the other models to go out of the town with them, and prepares to go. But before she does, the first part of her contract payment is presented to her. The Mythic Motors folks present her with the very first off the line model of the 25th anniversary Quicksilver, a magnificent piece of sports car. Very excited with it, Mercury advises Darrell to go ahead and fly back to Phoenix--she's going to drive, and break in her new car. Sure, it's a long drive, but since she doesn't sleep anyway, it's not like she's going to doze off at the wheel during the night. So drive she does, and along the way, contemplates part two of her payment--the first half of her monetary compensation for the year-long campaign has been deposited in account for her. She's now not only driving a Quicksilver, but has half a million dollars in the bank. Driving through the night and through the desert in her convertible, she contemplates the strange turns her life has taken, and wonders what might still be in store for her.

And doesn’t think about the fact that while changing back to her own clothes after the shoot, she hadn’t thought to put her APEX radio watch back on, and it’s now in her bag in the trunk.

Dayton O'Brien--a.k.a. half of Magistrate--is out on the town with her roommate, Maureen, Maureen's boyfriend Officer Pete Webber, PPD, and his partner Nick Cooney. They're down on Mill Avenue, hitting some clubs. Pete has been trying to get Dayton to come out with them for a while now, to double with him and his partner. Dayton has always has an excuse...but tonight, she wants to be here. Just yesterday, her suspicions were confirmed--suspicions that Webber was abusing Maureen, and that Pete was a dirty cop. Pete had now gotten Maureen involved in his side drug deals, and she had finally told Dayton about it. Now Dayton wants to get involved...to catch the cop in the act, and to find some way to bring him to justice and still protect Maureen. Earlier, she and Magistrate had discussed involving Dan Bennedict, APEX's PPD liaison, and Magistrate had insisted it was best. As Magistrate, he'd called and discussed the situation with Dan, and the need for discretion, explaining that the roommate of APEX's AZtech t-port contact, Dayton, was involved and could be in danger. Dan is starting an investigation...but Dayton talked Magistrate into not telling him that she'd be going out with the officers to try and get dirt...and carrying a tape recorder to help in that. Better that he not know that, for now. Tal (Magistrate) is nervous about that, and is still nervous as they go from club to club. He can't exactly jump in and help if something goes wrong without blowing their little secret identity. In her head, Dayton keeps reminding him to calm down...that she CAN take care of herself.

Maureen is very quiet and nervous, but the two cops aren't surprised at that, considering what happened the night before. Dayton is being more friendly than normal, but still doing her best to keep Nick's hands off her. And she's starting to think she's going to be sick if she has to listen to one more macho cop story. Tal is fuming, wanting to smack these guys around...so-called officers of the law that are breaking the law. But all he can do is sit there and watch through Dayton's eyes as Nick (and Pete) take every opportunity to stare at his (her) breasts.

At one point, Pete gets a page. He checks it, gives Nick a look, then takes off to use a payphone. Soon he signals Nick to come over...Nick excuses himself and does so. They talk around the corner, quietly. Maureen gets very nervous, and Dayton tells her it's okay. The boys come back, and say they have a stop to make before they hit the next spot...if that doesn't bother the ladies too much. Dayton says it doesn't, it seems open to anything. Pete likes this new attitude. They all leave together in his car, Pete and Maureen in front, Nick and Dayton in the back...and Dayton with a tape recorder running.

Alec and Mason park a couple of blocks from the Scottsdale Civic Center, an outdoor mall of sorts, where the city council building, library, museums, and several restaurants are. There's a series of fountains and walkways through the place, and outdoor events are often held there. Tonight, there's sure to be a small number of people walking about...couples taking a romantic stroll and the like. It's public, yet private. A good choice for a meeting place. This is where the man asked Felicia to meet him to pass on the disc. Alec and Mason plan to surprise him instead. They start to get out, and Alec asks Mason if he really thinks he'll need the handgun tucked into the back of his pants, hidden below his jacket. Mason's a bit shocked that Talon noticed, but realizes he shouldn't be. He says he just wants to be safe, if he's not able to use his armor. And besides, this is Arizona, where it's legal to carry a concealed weapon if you have a license...which Mason does.

They leave the vehicle, and carefully move through the Center's lit (at intervals) walkways, trying to look casual. They have a description of the man, and the place where Felicia was supposed to meet him...by the payphones outside the Scottsdale Historical Museum. Alec reminds Mason that the man might know what Mason looks like, if he's as good an industrial spy as he seems. Mason agrees, and agrees its best that Alec is the one to go in first. They cross the grass outside a small blues bar, and can see the museum. They're a little early...the man isn't there. They split up with wordless, knowing nods and find good places to watch from the darkness. Which might be just what the other man is doing. For all they know, he could be in the bar...or in the trees...or walking with a woman accomplice to blend in.

The time comes, and he doesn't show. Mason has lost track of Alec. Alec has stealthed his way behind some restaurants, through an alley that provides a better view of the payphones. He spots a man standing in the shadows, watching the phones. Looks to be the guy. Quiet as a ghost, he creeps up on the man.

Dayton and company are riding through a very bad Phoenix neighborhood. Dayton asks what it is they're doing as Nick's hand drops to her leg. Pete grins and tells her police business. She reminds them, sounding interested, that they're off-duty, so what kind of business did they have? He asks if she likes danger. Wanting to break Nick's hand, but not letting on, she smiles and tentatively answers yes. He asks if she's up for a little excitement. Tal starts giving stern warnings, but she mentally assures him she knows what she's doing. She says she's up for a little action, sure. Pete looks to Nick, and Nick shrugs, too wrapped up in the fact that she's not fighting him off to care too much. He tells her they need to make a little delivery, and asks if she's game to do it. The man they're delivering to likes pretty girls, and he's already seen Maureen. Dayton asks if this is anything dangerous (not sounding like she minds too much). Pete assures her it's fine...that Maureen's already done it for them. Right, Maureen, he asks? Maureen really doesn't answer, but just looks terrified. Pete ignores her, and asks Dayton if she'll do it. Dayton agrees. She's not getting anything good on tape yet, so maybe this will be what she needs.

They pull up to a run-down building, and Nick opens the trunk, giving Dayton a gym bag. Pete tells her to just go on in...they'll be expecting her, and will know what to do. Both Pete and Nick seem to be enjoying how willingly she's playing along...not like scared Maureen. As they get back in the car and wait, Dayton walks into the building. Tal's trying to convince her that this is the perfect time for them to switch. He can bust in and take out these dealers, and take care of the cops, and they can call Bennedict. Dayton tells him not yet...that they need more evidence, and it would look a little strange for a super-hero to suddenly show up out of nowhere. She can do this.

The man in the shadows watches the payphone intently. So intently that he doesn't notice Alec slink up behind him, reach quickly into the man's jacket, and pull out his gun. The man spins around, and Talon has the automatic in his face. He asks if the man's looking for someone as he reaches into his pockets and pulls out his wallet and keys. The man says he can take the money...and his watch. Alec says that's not what he's after...he wants some information. He checks the ID, and finds it reads John Carver. Maybe his real name. Maybe not. Alec tells him to turn around. As the man does, Alec gives a tap to his APEX watch...signal mode, not voice, something worked out ahead of time. Alec asks where the man's car is parked. The man doesn't answer. Talon presses the gun into his back and tells him they can do it hard or easy. The man says it's in the library parking lot. Good, Alec says. They're all going to take a little ride. "All", the man asks? Mason walks down the alley then. The man looks and his face goes white. Yep. He knows him. Mason walks up to him, his face one of controlled anger, and says the man wanted him so bad...well, here he is. Carver starts to try and calm things...says there's no need for violence. They can work things out like gentlemen. Alec says they'll work it out on the way. On the way where, Carver asks. To wherever it is Carver's staying, Alec answers. Before he has a chance to protest, Mason tells him he's got two choices. They can just turn him over to the cops right there...the police station is just a short walk away...or he can do things their way, and maybe, just maybe, they can "work things out". Faced with this, and feeling the gun in his back, Carver agrees. Putting his coat over the gun in his hand, Alec tells him to move, and the three men walk out into Center together.

They get into his Mercedes, and all get in the front seat. Alec gives Mason the keys and puts Carver between them. Alec asks where they're going...and Carver, reluctantly, tells them he's at a condo nearby, overlooking a golf course. Mason knows it (he golfs there) and drives that way. Alec searches through the glove box, and quickly finds that the Mercedes is rental. And he finds a pair of luggage ticket stubs...and that the men flew in from Paris. As they drive, Mason asks him who is, and why he's doing what he's doing to Felicia. Carver carefully explains that he's just an information broker. Freelance. It's done all the time in the high-tech international business world...and between governments. It's just business...nobody gets hurt. Alec pokes him with the gun, and says, "So that's what this is for? Conducting business?" Carver says it's sometimes a dangerous game. It's just for protection. He never would have hurt Felicia. He'd have gotten what he wanted and left her alone, and would have kept his end of the deal and kept her secret. Left her alone, Mason growls, with the knowledge of what she'd done, and with her family probably ruined. He wants to know who Carver's stealing the secrets for. Carver says that's confidential. In his business, confidentiality is a religion. Talon says that had better not be his ONLY religion if he doesn't start talking. He says he won't do it. He's willing to make a deal with them, but they're not getting that. Mason starts to pull over, and Alec tells him to keep going. They might just find what they need at Carver's condo. Then everybody gets what they want, and Carver gets to walk out with his "oath" intact. And maybe even his spleen.

Dayton walks into the building, and violent-looking men with guns are waiting. Trying to keep from looking afraid, she lets them lead her into an inner room. The same man who Maureen saw is sitting there at a table, surrounded by more men (with more guns). He comments on her looks with a sleazy grin, and asks to bring the bag. She does, and sets in on the table. He opens it, takes out the heroin, and tests it. As he does, Dayton (trying to sound casual) mentions that that's an awful lot of drugs. He must be pretty big in town to be dealing so much. He looks at her kind of oddly, and carefully, and agrees with her. Tal starts barking out warnings, that she's saying too much, that they're going to get suspicious. She asks if he's been doing this with Pete and Nick for long. Not long, he says, studying her. She shuts up, feeling that she's gotten enough. After checking the quality, he gives her an envelope. She thanks him, and says that Pete and Nick send their best wishes. She turns to go, and the same men that brought her in are escorting her out. She's almost to the door out of the room when the man suddenly says to hold it. She stops, as does her heart. She turns around, trying to look innocent, and the man tells his thugs to search her. She's grabbed and pushed against the wall. One of the men pins her arms behind her back, while the other roughly frisks her. He comes up with the tape recorder in her pocket. Tal is yelling in her head for her to change into him. She doesn't know what to do. The man behind the table comes out, looks at the recorder that's handed him, and turns several shades of red. He tells his men to get those cops in here...now.

Alec and Mason are in Carver's condo--the penthouse--Mason rifling through everything while Alec watches Carver. Plane tickets from Paris are in a drawer. There are more guns hidden. Passports under a couple of different names. State-of-the-art surveillance equipment. Files and photos on AZtech, and Mason, and all of Mason's co-workers. He half-expects to find some sort of evidence that he's Atlas, but none of that is there. Carver's discussing a deal as Mason finds and searches through his laptop computer. Carver's a very wealthy man, he tells them, as he's very good at what he does. He can chalk this up to a botched job...they happen. He hasn't transferred the information to the client yet...he was waiting for it to be complete. Mason can have it back. He can make the information on Felicia's husband disappear. And he can cut them a generous payment for their trouble. In return, they'll let him go, and he'll be out of Mason's life forever. If they turn him in, the information's all going to come out, and where would poor Felicia be? Mason finds his designs stored on the computer. More importantly to him, he finds the information on Felicia's husband. Mason makes Carver sit down at the computer, knowing that the man would have the files stored elsewhere for safe keeping. He tells him modem in to that location and wipe out the files. Mason is a computer expert, and will know if it's really being done. He then wants them wiped off the hard drive. And he wants the hard copies. Carver, sensing that his deal is coming together (and still having a gun pointing at him) complies. He then hands the CDs over to Mason, who checks them to make sure they're genuine. He pockets them, and Carver then asks if he can set up a discrete cash transfer for Mason...just to seal the deal. A little extra for his trouble...Carver knows when he's been bested, and feels giving up a little extra is only fair. Mason tells him he can keep his money...but he CAN tell him who hired him. Carver reiterates that this is out of the question. Mason says Carver's mistaking the demand for a request, and starts walking toward the man. Carver backs up across his living room, slowly, protesting. Alec watches them, and happens to see something behind them, outside the glass doors of the balcony. He looks closer, and realizes it's a helicopter. A black helicopter, floating soundlessly at balcony level. And there's a masked man at its side door taking aim with a mounted machine gun.

Alec runs at Mason, shouting "Down!", and tackles him, knocking him behind the couch, as bullets tear through the glass doors--and through Carver. Carver spasms and explodes in blood, seeming to hover for a moment, then collapses to the floor, eight KINDS of dead. Alec tells Mason to stay down, and peaks over the couch to see if the copter is gone. It's not. The masked man takes aim again, and Alec ducks quickly as the couch back goes to pieces and the wall above them comes apart.

The thugs bring the confused Webber and Cooney in, along with the terrified Maureen. The dealer holds up the recorder, and wonders aloud why they tried to set him up. Webber can't believe it. He talks fast, convincing his partner-on-the-other-side-of-the-law that he's done no such thing. He's been selling him drugs from police impound for months now, at ridiculously good prices. He points out that if he'd wired Dayton, it would have been a good police wire, not a cheap Circuit City tape recorder. The man soon seems convinced, and asks who Dayton is, then. Shaking with rage, Webber says she's somebody who should have minded her own business. He walks up to her as a couple of thugs hold her. And he punches her hard across the face. Dayton's head snaps back against the wall, and blood flows from her lip. She's dazed from the blow, and doesn't even have time to think before he hits her again. And again. Magistrate's screaming inside her head, telling her to forget the secret identity and just change, and let him do something! Even though she probably couldn't concentrate long enough to so, her stubborn streak wouldn't let her anyway. He tells her to hit the T.O.T.O. teleport switch on her watch and teleport back to the base. She's APEX's teleport rep, so that wouldn't give anything away. As she lays curled up on the floor, and Webber kicks her again and again in the ribs, she tells Tal she can't do that and leave Maureen alone. He can feel her consciousness starting to go hazy, and tells her to hit the "on" switch on her radio so someone on the team can find them and save her. She barely manages to do so before she blacks out.

Back at the APEX base, house manager and team surrogate tactical consultant George Darby is doing some upgrades on the base's security systems when the computer's voice comes out of a speaker near him and announces an incoming transmission. He tells the computer to play it. And he hears what's going on all around Dayton's radio. He listens for a few seconds, jumping on a computer terminal as he does, and figures out whose watch it is, and where the wearer is located. It's Magistrate, but Darby’s keen mind quickly puts together the background sounds, and Maureen's screams to "leave her alone!", and realizes it's Dayton...and she's in trouble. He knows Mercury's still on her way back from California, but quickly puts a call through to Atlas and Talon. Alec's radio comes on, and the sound of massive gunfire is in the background, and he tells Darby they're a little busy being shot at right now, and can't break away. Figuring they can take care of themselves--and that Dayton is somehow unable to turn into Magistrate, or HE’D be taking care of business--he leaves them be and tries to call Mercury, but she doesn’t seem to be answering for some reason. He puts a quick call in to APEX's police liaison, Dan Bennedict, on the APEX emergency line. Dan's downtown, working late. Darby explains that Dayton's in serious trouble, and all the other members of APEX are indisposed, and gives him the location that the computer display map is showing him. Dan curses and seems to know what's going on, and tells Darby he's on the way. Darby wants to head out himself, but with all this going on, he knows he has to stay and monitor the radio. He puts his trust in the Phoenix police department...and wonders what in the world Atlas and Talon have gotten themselves into.

Alec and Mason are sprinting across the condo, the walls and furniture exploding behind them as they go. They dive into the late Carver's bathroom. The condo is quickly becoming high-rent Swiss cheese. Mason pulls and checks his piece. He says they have to take the copter out. You think, Alec asks? Alec also notes that Mason could do it a lot easier if he beamed in his armor. Mason won't. Whoever's in that copter is connected to the stealing of his secrets, and letting them know he's really Atlas isn't something he wants to do. What the heck--Alec's been in worse spots (just never overlooking a golf course before). He says he'll play the bait, and Mason can take out the copter--assuming he's as good with a gun as all the hunting trophies and photos in his house suggest. Mason says he is. Alec says prove it...and darts out of the bathroom.

He runs, firing blindly at the copter, and the bullets start flying again. He flies across the bar, smashing bottles as he goes over, and the mirror and a lot more bottles behind him go to pieces, showering him in glass and expensive liquor. Mason charges out, runs across the bedroom, and leans out the broken window, taking quick aim and firing at the stealth copter. He surprises the pilot enough--bouncing bullets off the impact-resistant glass--so that the copter wavers...just enough to bring the shooter in the back into Mason's view. Mason fires twice, tagging the gunman in the shoulder. He jerks, and falls back into the copter. The pilot looks behind him, shouting out questions. As he does, Mason takes aim at the rotor, and starts shooting up electricals. Looking panicked and unsure under his helmet, the pilot turns the copter away from the building, and starts flying off. Mason keeps after it with a hail of bullets until his clip is empty, but the copter is gone...stealthy, AND fast. Alec walks up beside him, and asks if Mason isn't now grateful that he gave the team some copter-fighting experience (see APEX #12). Mason checks Carver's body. Dead, all right. He tells Alec to get out of there, that the cops would be on their way by now. Alec is, after all, on parole, and doesn't need to be caught at such a scene. He asks Mason what he plans to do. Mason says he'll stay, explain that he was being blackmailed by Carver for industrial secrets, that Carver had brought him to his penthouse, and then the copter had shown up and killed Carver. Mason had brought along his licensed gun for protection, and had fired at the copter, scaring it away. It would look ugly for him, and for AZtech, but it would hold, and he could keep Felicia out of it. He gives the CDs to Alec, and tells him to go. Alec takes them, then wipes his fingerprints off Carver's gun and drops it near the body. He tells Mason he'll meet him back at the base. Then he heads out a window and climbs skillfully down the side of the building.

Dayton comes to as she's being roughly yanked up onto her feet by the thugs. Maureen's crying and asking if she's all right--Maureen's being held against the wall, too. The dealer and Webber are talking about how to handle things. The dealer asks how Webber plans to clean up his mess. Webber tells him not to worry. He and Cooney will take the girls out into the desert, take care of them, and bury them where they'll never be found. Magistrate is desperately asking Dayton if she's all right...though since he's in her mind, he already knows she isn't, and can feel the pain she's in. He's never felt more helpless in his life. Webber walks up to the girls, shaking his head, and says everything would have been fine if they hadn't gotten stupid and thought they could outsmart him. Through swollen lips, Dayton asks him if he knows what they say about men who play with guns. Not liking this remark, Webber backhands her...hard. In her head, Tal screams out a number of choice words in his native Tiernan that aren't found in the standard language databanks. Webber tells Cooney to get the car started. They're going to take a little ride.

The front door smashes in, thanks to a police battering ram. Some heavily armored PPD SWAT men jump in with guns out, and the voice of Dan Bennedict, over a loudspeaker, tells everyone to drop their weapons. Cooney freaks out and holds up his badge, telling them he's a cop and trying to play like he's there to make a bust. But the thugs whip their guns around and start shooting, and Cooney dives for the floor as a massive and deadly firefight begins. Webber ducks low and runs for a back room, as do some of the thugs. The dealer knocks his table over, whips out two ivory-handled .45's, and starts joining in. Maureen drops and covers her head, trying to stay alive. Dayton crawls a few feet, painfully slow, to a nearby bathroom as bullets fly around her. She gets in and closes the door, and Magistrate tells her to change right now. She notices that the window is open. Perfect. That's where, they'll tell the police, she crawled out and he came in. Pausing only for a brief look at her messed up face in the mirror, she finally does makes the change, and tells him they're all his. There's a burst of light, and now Magistrate stands there...feeling a rage like he's never experienced. And liking it.

He blasts the bathroom door apart and storms out. He takes the time to fire at, and send flying, two of the thugs before he ducks down and grabs Maureen. Keeping his back to them, he walks her to a bedroom as bullets bounce off his force field. He shoves her in and tells her to stay down until it’s over. Then he turns on the drug men. They're now ignoring the police and shooting exclusively at him. For all the good it does. He ignores their bullets and wades through them--firing, punching, throwing. One of them flies out a window and lands on the hood of Dan Bennedict's car. Dan tells the unconscious man he has the right to remain silent, then rushes in the front door. When he gets there, and pushes past his SWAT pals, he finds all the men in the front room down. Except Cooney, who's cringing on the floor, waving his badge at his brother officers, and the dealer, who's being held up near the ceiling, by his throat, by Magistrate, his fancy guns lying lifeless on the floor beneath him. When his face is the right hue Magistrate wants, he tosses the criminal down to the floor. SWAT men snatch him up and cuff him. Magistrate turns to Bennedict and tells him to arrest Cooney--he's a drug-dealing officer of the law, and the girl in the next room can testify to it. Dan motions for his men to do it, and they do, while Cooney whines about it all being a big mistake. Magistrate controls himself, letting the police handle him when he really wants to break both the hands that were on Dayton that night.

Dan sees them bring Maureen out, and asks where Dayton is, explaining Darby's call. Magistrate tells him he got her to safety already. He then remembers where Webber had run to, and darts down the hall. Dan, gun at the ready, charges after him. In a back room, the last few thugs are trying to escape out the window. Magistrate walks in as Dan yells for them to freeze and put down the guns. They turn around to fire, see Magistrate--and the look on his face--and throw their guns down and hit floor. As Dan cuffs them, Magistrate looks down the alley, and sees the last of the thugs by a car...with his hands up. Someone has a gun pointed at him and is getting behind the wheel and taking off, stealing the car.

Webber.

Magistrate flies out the window and speeds after the car. Webber has the pedal all the way down, and is screaming down 23rd street. But the crappy Chevy is no match for Magistrate's speed. He flies right over it and lands on the hood, crouching down to look right in Webber's face. Webber screams. Magistrate lifts a fist high, and brings it down right on the hood, smashing through it and into the engine. The engine makes a horrifying noise as he pounds it to pieces. Even as the engine's dying, Webber tries yanking the wheel back and forth to throw the hero off. Magistrate's not budging. He turns his fist now to the windshield. He smashes through it easily, and starts tearing its remains away. Webber frantically turns the car off the street at a nearby fence that protects a construction site, planning to use what's left of his momentum to crush Magistrate. Just before impact, with his blazing eyes still on Webber, Magistrate shoots up into the sky. Webber smashes through the wooden fence, which wouldn't have been so bad in itself. But hitting the steel girders of the building's skeleton on the other side...that's something else. The car comes to a sudden, jolting stop, and what's left of the engine is caved in by the girder. Webber coughs, having hit the steering wheel hard with his chest. He opens the car door and starts to get out...when the rear end of the car suddenly raises up several feet. He falls out of the door to the dirt, and sees Magistrate, barely straining, holding up the rear of the car above his head. The hero then throws it off to the right, and the car goes first onto its side, then onto its roof.

Webber scrambles back in the dirt, pulling his gun and shooting. Magistrate lets him as he walks up to him, then grabs Webber's gun-holding wrist and jerks it so hard that he breaks it. Webber screams again, this time in pain, and his gun goes flying. Enraged, Magistrate grabs him by his shirt, picks him up, and throws him through the door of a nearby construction trailer. As Webber lays there moaning, Magistrate grabs him and yanks him back out. He backhands him, the way Webber had backhanded Dayton. With one hand, he slams him against the side of the trailer and holds him there. Webber is bleeding from his nose and is barely conscious. Magistrate pulls back his free hand, clenching it into a fist and making it glow with his cosmic power. He could put his fist right through this man. He could kill him for what he did to Dayton.

But that would be against the law. That, and only that, keeps him from doing it.

He drops Webber to the dirt. As he hears the sounds of sirens approaching, he pulls Webber's badge off his belt. He looks at it in his hand, closes his fingers around it, and blasts it to slag.

It's near sunrise when Mercury pulls her Quicksilver into the base's parking area. As she enters, she finds Nita getting some ice from the freezer. Nita fills her in on what’s going on, and Mercury's horrified, guilt-ridden, and hating herself for being so stupid as to forget her radio. She goes down the elevator with Nita, to the med bay, where she finds Alec and Mason, along with Darby, who’s tending to Dayton with some advanced medical equipment. Mercury sees Dayton's battered face, breaks into tears, and carefully hugs her friend, who assures Mercury that it looks worse than it is. Darby says the jury's still out on that fact, but she is going to be all right. Though she is going to need some rest. As they all are, after their collective long nights. Mason just spent many hours answering many police questions about the shooting death--by an assault helicopter?!--he was involved in, and is still under police investigation. And he has a lot of explaining to do to Eris Garner, his boss, as soon as the boss is awake. It's going to look very bad for the company, one of its top employees involved in something like this. But he's going to explain the corporate espionage part--all if it except the part involving Felicia--to him, and hopefully he'll understand. Magistrate had to answer a number of questions to Bennedict as well, and talked him into holding off questioning Dayton, telling him they had her back at the base under medical care. She was going to have to talk with him in a few hours, though. Somehow, the tape recorder survived the ordeal, Dan was sure it would prove helpful, along with Dayton and Maureen's testimony. He's sure the D.A. will be happy to clear Maureen--and Dayton--of all involvement, taking the circumstances into account and in exchange for their testimony against the two officers--and it's starting to look like more officers were involved as well. A big-time police department scandal is about to erupt, and she and Maureen are going to be right in the middle of it. They're both going to have to go through a lot. But both are willing.

Darby says it's best that they all retire upstairs and let Dayton rest and allow the healing machines to do their job. All agree, and after comforting her a bit more, leave the room. Dayton asks Alec to stay for a moment. She talks about what happened back there, how she was so completely helpless. He reminds her that there were guns all around, and not a lot she could do, and how brave she was putting herself in harm's way to protect her friend. She still can't shake the feeling, though...the helplessness. She never wants to feel that way again. She's angry right now, and wants to channel that anger into something constructive. As tonight proved, she won't always be able to just call up Magistrate whenever she gets in trouble. She wants to be able to take care of herself. She wants Alec to teach her how to fight...share his martial arts knowledge with her. He thinks it over, and realizes it would probably be good for her...if for nothing else, to just help work out the trauma she went through tonight that will certainly be with her for a long time to come. He agrees. She smiles (as much as it hurts) and thanks him. He tells her to get some rest, and kisses her forehead before leaving her there and turning off the lights. Before she falls asleep, Magistrate tells her again how much he wishes he could have been there for her. She knows, she tells him. She knows he would have been if she'd let him. He tells her he doesn't know what he'd do if anything ever happened to her--and not just for the obvious body-sharing reasons. She tells him she feels the same way. As she drifts off into sleep, his mind stays awake, going over the night in his head...and he finds himself wishing, too, that he could have been there, physically, to comfort her like the others had. To hold her. Maybe even to kiss her on the forehead himself. He's realized more than ever tonight how much this girl has come to mean to him. And how much feeling that way is starting to hurt.

Talon meets the others up in the kitchen. They're having a discussion they let him in on. It's about what can happen when the whole team is away. Tonight, none of them were available. And the obvious danger is that one of them was in trouble, and the others weren't able to help. But what would have happened if something were to happen to the city while they were all away or wrapped up like they were? Talon agrees. They learned an important lesson tonight. They're going to have to be much more careful, and make sure that at least one of them is available at all times. Mercury mentions that she's the obvious choice--not having to sleep and having no outside life--and blames herself for being away. Atlas reminds her that they're a team, and should be sharing in such responsibilities...and guilt. They have some more things to think about, more team planning to do. When they have Mechanna back with them, it will make things easier...being at full numbers. Thankfully, everything worked out okay this time. They plan to make sure, as much as they can, that there's not a next time.

Darby and Nita head off for bed, and Mercury says she's going to stay downstairs, in case Dayton wakes up and needs everything. Alec and Mason are left in the kitchen, with time, finally, to ponder what happened to them tonight. Mason apologizes for dragging Alec into his own mess and almost getting him killed. And he thanks Alec for saving his life. Alec mentions the teamwork concept on both counts, and that no apologies or thanks are necessary. Mason wonders what he's going to do about Felicia now. Regardless of the circumstances, one of his team did betray him. Would he be able to trust her again, with his work and his secrets? He also ponders the evidence on her husband that's in Alec's pocket. The man did sell secrets to a foreign government. Didn't they have some responsibility to deal with that fact? Alec says that it's not a perfect world, and that people make mistakes. Sometimes big ones. He's walking proof. He's a big believer, because of his experience, that everyone deserves a second chance. He hands Mason the CD on Felicia's husband. Mason thinks it over, then crushes the CD and throws it in the trash. Maybe they deserved a chance to learn from their mistakes, too.

Before they both head home, he brings up one last thing...something that's been bothering him since they were at Carver's condo. It was the plane ticket from Paris. Yes, it could just be a coincidence, and probably was...but Myst International's main office is in Paris, and Dana Fischer was recently in town from there, offering him a very lucrative position--and maybe a few other positions as well--if he'd come and share his ideas and designs with their company. Alec's not a big believer in coincidence, and agrees there might be something to it. Mason might just have to accept their offer to come to Paris and give the company a look...just to snoop around. Whoever it was that wanted his designs was obviously well-financed, based on the copter, and ruthless enough to plug the leak that Carver became, and both sort of fit the company's M.O. Alec says that if Mason does decide to go, and feels like taking a long a traveling companion, he'd be willing. Mason just might. He's not going to be able to rest until he gets to the bottom of this thing. He'll let Alec know.

A few days later, in Virginia, the students of The Legend Factory, including Mechanna, are having a rare day off from training. Banner is attending a conference on the future of paranormal law in Atlanta, and Mechanna, Slide, H20, Prometheus and Inferno are sitting around the central living room of the dorm. Mechanna, Slide, and Prometheus are having something of a study group at the table, getting ready for an upcoming physics test. Prometheus is joking about how much easier this stuff is for the much-younger-than-him girls, who are still close to school age. He hasn't been in school since high school over twenty years before, and didn't study all that much back then. Inferno is watching Miami Heat game on the television and yelling loudly at the set. H20 is on the couch, reading a magazine about pools and new pool technologies.

Suddenly, the game is interrupted by a news flash. There's a shot of a burning factory, and dozens of firemen at the scene. Prometheus, a Chicago fireman himself, is on his feet in a moment and is riveted to the screen. It's a chemical fire, out of control, and there are still people trapped inside that the firefighters can't get to. Slide notes that the location they're talking about is only a few miles from the Legend Factory. Just after she says it, Prometheus is already walking out the door. She asks what he's doing, and he says he has to go. There are lives at stake, and with his powers and firefighting knowledge, he can help them. Inferno's all for that, and gets up himself. He says they should all go. H20 nervously reminds them that they're not licensed heroes, and Banner might not like them going out and doing something like that. Mechanna doesn't think licenses would make any differences when people need help. Slide seems anxious--mainly at the idea of not being ready to face something like this yet, where people could die if she screws up--but agrees. They all look to Prometheus. He nods, and tells them all to suit up, fast. They're going to a fire.

It's mayhem at the factory site, and the fire's as bad as the TV said. The firefighter in charge sees the heroes arrive and asks who they are. Prometheus introduces himself as Glen Scott, Chicago Fire Department, and explains that they're here to help. He quickly goes over all the available info on the fire, the building, and the situation with the man. He asks for radios, and gets them, and hands them out to the other heroes. He makes some quick choices, telling the other heroes to follow him. He leads his fellow students to the factory, giving a quick and very professional lecture on what firefighting is like, and what to expect in there, and explains their objectives. They follow his leadership without question, and they find their way in. He tells H20 to get to the nearby hose team and make use of their water...to control it and help them fight the fire. He leads the others into the building, to the area he was told the fire teams couldn't get to...and the likely places where workers are trapped. They find a sealed set of doors, and he feels them for heat. They're hot, all right. He tells Slide to go desolid and peek through, and tell him what she sees. She slides through and comes back out a couple of moments later, explaining that a section of the burning floor above collapsed in front of the doors, blocking them. Beyond, she thought she heard people somewhere back there. Prometheus tells Mechanna put use her telekinesis to push the doors and the blockage out of the way...they're going through. He gets the others back, and Mechanna does so, loudly shoving steel, wood and plaster across the large room. But suddenly, she gets woozy and collapses to the floor. The others rush to her. She's not positive why she suddenly feels so terrible, but thinks it's the extreme heat. Then she remembers her father, Dandus McFarland, once discussing some test results he'd done on her techno-organic body. It didn't react well at all to extreme heat. Oh, now she remembers, once she's inside a burning building! Prometheus helps her to her feet, and tells her to go back outside and help the firefighters. He and the others would go on without her. Feeling like she's let them down, she agrees, and stumbles back toward the entrance.

The remaining three charge into the room, Prometheus leading the way. He finds a firehose and ax on the wall, and breaks the glass and grabs the ax. They move through the flaming rooms, breaking through, looking for people. Inferno is feeling useless, afraid to use his power at all, afraid he'll make things worse. Prometheus also notices that he's looking scared, facing death and danger for real, and he can't have him feeling that way when they all need him. Prometheus explains some things about fire and burning buildings to him, and tells him how he can use it, the right way, to help them. Inferno does, and is uncharacteristically willing to shut up and follow the older man's lead and guidance. They soon find the voices Slide spoke of, coming from behind another set of doors. Prometheus breaks quickly through them with his ax, and they find some trapped employees huddled in the cafeteria. They gather them up and start to lead them out...when there's an explosion upstairs, and more of the ceiling comes down and blocks their way out. Prometheus tells Inferno to blast his way through. Inferno starts to, but then there's another explosion, and debris starts falling and pummels him to the ground, knocking him unconscious. Prometheus runs up and lifts and throws the debris off him, then gets on the radio and tells the others they're trapped, where they are, and that they need help now. He starts grabbing at the debris at the doors, pulling at it and breaking it, as his costume starts catching fire and flames continue to spread in the room.

Outside, Mechanna hears this, and knows they need her. She looks over the map of the building the fire captain has laid out, and figures out where the cafeteria is. Saying a quick prayer, she runs up to the building, then starts spinning at a mad, blinding pace and boring into the ground. This is something she'd known she can do, but has only tried a few times before. She tunnels her way under the building, through earth, rock and pipes, and hopes she's approximating the distance right. She bursts up through the floor, and was nearly on the money. She comes up in the far corner of the room. The heat hammers her immediately, but she flies over to Prometheus and tells him to get out of the way. She batters their way though into the hall. Prometheus does a "fireman's carry" on Inferno, and yells for all the others to follow. Slide stays behind them and keeps them moving. The whole building's starting to come down around them. Mechanna's in the lead of the pack, knocking things out of their way, keeping things from falling on them, and all the while getting weaker and weaker, and feeling her skin start to go liquid in parts. She's scared to death of what's happening to her, but won't let these people down.

They round a corner and find the whole hall filled with flames. Not only are they blocked, but the heat from it has done Mechanna in, and she collapses to her knees. Suddenly, the fire is swallowed up in a deafening hiss, and the hall fills with mist. From the mist, H20 steps through. And he has what looks like a moving wall of water following right behind him. Slide cheers excitedly. Prometheus grabs Mechanna, carrying both her and Inferno, and tells H20 to douse them all. The awkward young man complies, making his wall spray at each of the group as they pass. And he wills his wall to move back and let them all get by. As they rush down the soaking hall, teams of firemen with hoses push past them, asking where that water guy is. They're there to feed him all the water he can use to get this fire out. The heroes make it outside, and more firemen rush up to help the employees and make sure they're all right. The crowd of other employees that had gotten out earlier cheer from the background. EMT's check out both Mechanna and Inferno. They want to take them to the hospital and check them out, but Prometheus tells to take them to Legend Factory instead. The medical people there are much better equipped to handle them. Mechanna stirs as they're loading her onto a gurney, and Prometheus smiles and tells her she did good. She saved all their lives.

Back at the Factory, Mechanna and Inferno are resting in a couple of beds in the medical bay (hero training is dangerous work, so this room does get used every once in a while), their classmates, and Banner, there with them. They're watching a large TV set, with news coverage of the fire. The shot on the screen is of H20 being carried out of the now non-flaming building on the shoulders of cheering firemen. Slide laughs brightly at this and nudges H20, telling him what a big star he is. H20 blushes and holds the fireman's helmet the company gave him between his fingers. The rest of the story talks about the brave group of Legend Factory students that saved the day, and a lot of people's lives. Banner smiles. He tells them all that he's very proud of them. They did what true heroes do...they saw where they were needed, and they went, and risked their own lives for the innocent. That, he tells them, is what being a hero is all about...not flashy super-hero battles and contracts and movie deals. Today, he says, they all found the hero inside. They still have training left to go, and a lot to learn, but now he knows he doesn't have to teach them the most important thing. When they walk out of his Factory, he knows he'll be sending the world a group of true heroes.