Hordes of Demons invade Manhattan Island and the Captain helps the New Mutants fend them off. Meanwhile in Olympia, Thena tells Gilgamesh that New York is in need of a monster slayer. At the Richards' home in Connecticut, Franklin wakes his parents because he is afraid of the "boogey man". His fears come true when the Orphan-Maker kidnaps the child and tries unsuccessfully to kill Reed and Sue.