At virtually the same instant, a jet-propelled Nighthawk lands at Kyle Richmond's Park Avenue penthouse. Nighthawk quietly mumbles that he brought it all on himself, citing his weakness for weird women. Suddenly, he is brought out of his thoughts by an old girlfriend, model Trixie Starr who had let herself into his apartment. So shocked is he to see her, he forgets that he is dressed as Nighthawk. Trish, as she explains she now prefers to be called, asks him about his Hallowe'en costume. So, Nighthawk sits her down and explains to her about his recent association with the Defenders. Long and bizarre, but in the half-hour or so that follows, Kyle tells all: The Grandmaster, The Squadron Sinister and by the time he comes to Cobbler's Roost, Trish Starr is left staring and speechless.

On the evening of the same day, a bleary-eyed Bruce Banner staggers from an alley way onto the sidewalks of Greenwich Village. Grasping his head and hobbling like a drunk, he makes his way to the sanctum of Dr. Strange. Inside, Clea and Strange look in on Val who seems lost in deep and private thoughts. They realize they can do nothing more for her. Clea suddenly hears someone at the front door and reluctantly, Strange and Clea move to answer it. As Bruce stumbles inside in near total exhaustion, he is aided by Strange to a nearby armchair, where he is left to recover. Valkyrie, upon hearing the commotion, rushes in to see what is happening. The team ponders that calamity that this day has brought them.

The next few hours however, pass in relative calm. Banner is shown upstairs to a guest room and summarily falls into a deep sleep as the evening moves on toward midnight. Meanwhile beneath a viaduct of the West Side highway, Dr. Nagan and Jerry Morgan appear to be waiting. Jerry comments that it is too bad that the two of them are unable to accept the serum. They are not trained to probe beyond the earthly sphere...they need a visionary, a seer. Suddenly, high above them a speck of light appears. But, it grows larger as it draws closer, descending into their presence like a living borealis...the multi-hued aura of Chondu the Mystic! The magician remarks that he, like the other Headmen, has been ostracized from his colleagues and from society. Like Jerry Morgan, whose experiments in cellular compression predated even those of Henry Pym but which ended in his disastrous disfiguration. He turns his attention to Dr. Nagan whose work on organ transplants worked too well. The apes he used as donors rebelled, somehow gained human intellect and grafted his head onto one of their bodies. Indeed, as Nagan removes his jacket, he reveals the body of a gorilla. Facing them both after removing his turban, Chondu remarks that he has investigated them both thoroughly and has decided to join them in their venture.

Employing a strange diamond tipped hypodermic drill, Nagan injects the Morgan Serum directly into Chondu's skull. Almost at once, the mystic's brain cells react. Impulses race from neuron to neuron at shorter and shorter intervals, the interior of his head is a veritable electron blaze. And, he enters a trance that is more than a trance. According to plan, he probes further than he ever dared before beyond our universe...for a weapon! The fingers of his unconsciousness reach out, clutch and pull...drawing a nightmare into our world. A sinister dream that dissolves into a black rain and seeps into sleeping minds throughout the city. Of course, the phenomenon is not a physical one...nor even visible...to those who are awake this night.

High on the balcony garden of his expensive penthouse, still attired in his superhero costume, Nighthawk ponders the evening he just spent talking aimlessly with Trish. He left her sleeping on his couch where she drifted off in mid-sentence. Suddenly, a shriek startles Kyle out of his reverie. He turns in time to see Trish come racing out of the living room onto the roof garden, eyes wide open but seeing nothing save the dream terror. Nighthawk yells at her to stop and moves with incredible speed and grabs her by the wrists just before she nearly plunges fifty stories to the street below. But, she seems not to hear his anguished cries...nor even feel his powerful hands upon her. He shakes her, her body snaps forward and back, whip-like. But the nightmare will not relax its grip. Trish continues to writhe and scream, until Kyle takes drastic action. He slaps her hard across the face and only then does the tautness in every muscle begin to dissipate as she loses consciousness.

As Nighthawk cradles her in his arms wondering what it is that she could be dreaming of, he hears screaming and the sounds of panic from the streets below. Setting Trish down gently, he races back to the parapet and gazes in horror at the madness below. Thousands of sleeping New Yorkers, in assorted states of dress and undress, leap from windows, race blindly into traffic, their voices commingling in a continuous siren-like shriek, as they all run from the same nameless haunter...as midtown Manhattan becomes an arena of death and dementia.

And, the situation in Greenwich Village is no better. Dr. Strange and Val exit from the sanctum and watch on the street as hundreds of people flee some invisible madness. Suddenly, from the guest room above the Hulk smashes through the window and into the street where he pound a car into a mess of steel and glass. Val and Strange realize that whatever has plagued the masses has also affected the sleeping Bruce Banner. Now, they are faced not only with a screaming populace but also a behemoth gone berserk!

Valkyrie reacts swiftly, in the only manner natural to her. She unsheathes the sword which hangs invisibly at her hip, causing her battle garb to appear. She runs to intercept the mindless Defender before he can do further damage. Standing near the Hulk, she pleads for him to stop endangering lives with his behaviour. But, the monster is asleep and his already limited vocabulary is thus further reduced...to the language of brute force. With one powerful swipe, he knocks the Valkyrie aside like a rag doll. Strange attempts a magical spell but for some reason he senses a mystic interference of incredible magnitude which blocks his spells.