Toronto, Canada was in ruins by the time Alpha Flight arrived on the scene by way of Shaman's Spirit Staff. The three Alphans received an eyeful of the goings-on of the town, seeing that the people had literally gone berserk. As Gentry explained in their main conference room, people had gone on a rampage, pillaging, burning, and looting, and it was up to them to stop this instantly and find the superhuman responsible for it.

Shaman shrunk his Staff and placed it within his pouch, for later use. He then ordered his fellow Alphans, "Okay, team, I want Diamond Lil and Kamikaze to stop the destruction of this town, and I will find the man or woman who was the guilty party. Now, go!"

"Gotcha, Michael," Lil said, as she and Kamikaze sprung into action. As an aside to her newest teammate, she remarked, "No killing. Mind yourself. We're here to help bring these people back to their normal selves. I think that there is some telepathic force behind this madness. When Shaman finds the source, our work here should be done."

"So, you say," Kamikaze told her, as he blocked a maniac citizen from slicing his throat with a knife. "A simple 'be careful' would have been appropriate."

The man that Kamikaze blocked returned to attack him anew. Even though it was a waste of weaponry since he was paid for this, he utilized his knock-out gas grenades to put these rabble to sleep fast and now. Diamond Lil could almost imagine that he was smiling underneath his ninja's cowl. He took too much enjoyment in his work, like her former teammate in Omega Flight, Wild Child, used to.

"Keep on going, Kamikaze," Lil said, as she parried back and forth to make sure that none of these citizens put a severe chokehold on her. "We want them asleep, not out for good."

"I think you should keep your mind on business, instead of ordering me around, Lillian."

"You might be right," she said, as a woman punched her across the back of the head.

Meanwhile, Shaman spotted a man dressed in blue spandex leading the fray. He was cackling loudly and he seemed to be the root of the problem.

"Hold, villain!" Shaman shouted, as he brushed aside the people to reach his new foe. "Shaman has come for you!"

The bald-headed man turned, as if brushing away an annoyance. "So, Alpha Flight has finally arrived! Better late than never. You have an audience with Brainwave!"

"Hmm. Brainwave. I'll have to remember that next time I haul you to the local jailhouse. I suspect you're not of a mystical nature but a severe telepath who is able to induce mass hysteria in ordinary citizens. But the destruction of this town doesn't seem to be your modus operandi."

"How perceptive you are," Brainwave cackled. "What I want is not this town... but you, Shaman."

Without knowing it, Shaman had just sealed his own doom.

Alone in his quarters, James Macdonald Hudson stared at a photograph taken several years ago. It brought back a lot of memories, some good, mostly bad. The kind of memories that he wouldn't want to repeat, if he could relive that part of his life.

It was a shot of James, Heather, and Wolverine together. This was back in the days before the Flight, before Wolverine's first battle with the Hulk, and before Wolverine left to join Xavier's bunch of mutants. Over the years, Hudson gave up his campaign of bringing back Logan to the Flight, where he felt he belonged. Not anymore. Other matters occupied his mind and his time.

"Penny for your thoughts, Mac?" A voice sounded from the door that was ajar. Hudson looked up to find his former wife standing in the doorway. Heather MacNeil Hudson looked more beautiful to him than ever. He now knew why he married her in the first place.

Mac smiled at her. "Oh, Heather, they're not worth that much. I was just looking at this photo that was taken of you, me, and Logan. It just brought back some hard memories."

"Care to talk about it?" Heather asked, as she sat on the bed beside him. "You know, above all else, I may be able to give you a listening ear."

"I would like to talk about... us. What is to become of us? We used to be married. I feel I have to remind you of this. We were together even longer before that, when you were a secretary for Am-Can. It has to mean something. At least it does to me."

"Mac, I-it means that much to me, too. But I don't know if it is good for the team. I used to love you. But I learn so many things every day about your secret dealings with Alpha Flight. That Bedlam business. He was a killer, Mac. I know you have good intentions, of reforming him, Lil with Kamikaze, you with Wolverine. Where does it end? You can't save the world in one stroke, Mac."

"What are you saying? You want me to stop helping those I feel I can?"

"No. I'm just saying that we have to take it one day at a time."

"Heather, do you love me?"

"Yes, I believe I still do."

And as the two former, now-rekindled, lovers unite for a kiss, in the hallway, Eugene Milton Judd eavesdropped and was full of grief.

Walter Langkowski walked hand in hand with his lover, Jeanne-Marie Beaubier to the pool across the hall. The Flight had been so busy of late that they hadn't had time to have some real quality time together. A good swim in the pool could really undo those nerves of his and hers.

"Aurora loves those muscles of yours, Waltair," Aurora said, wearing a black string bikini. "You are so attractive and manly as Waltair and as zee man-beast, Sasquatch. You look really worn from your recent battle with the Faux Alpha Flight. I know I can help you relax."

Putting an arm around her shoulders, Walter said, "Aurora, if anyone can, it's you. Yeah, you're right, though. Fighting a fake Puck was just as nerve-wracking as fighting the real thing in our training simulations."

"Langkowski, get a move on," Northstar said, as he raced to Walter's side, frowning at his sister's and his fellow teammate's romantic display. He was attired in his Alpha Flight costume.

"What's the big idea, Jean-Paul?" Walter asked, knowing of the argument between himself and Northstar. The same argument with Jeanne-Marie.

"I can't believe you are still fawning over her like that. Don't you know that she doesn't belong with you? I may have mourned for you when you 'died' but that doesn't mean I have to like it."

"Jean-Paul, please, think of your sister's best interest. If she's happy with me, who are you to stand in her way?"

Northstar raised an accusing finger at the half-naked scientist. "Never-never-come between me and my sister! We are a team that cannot be separated! You should know that by now."

"Jean-Paul, how dare you be so insufferable!" Aurora yelled, raising her voice a full octave. "Waltair is my man. Why is Waltair such a threat to you? Why is my dating anyone a threat to you?"

"I don't have time to discuss this with you any further," Northstar said. "Anyway, Gentry said that I am to assemble the team. The Faux Alpha Flight is active again."

And in a flash, Northstar raced as fast as he could out of the hallway to the Omnijet in the hanger deck.

"That guy never lets up," Walter said, changing into Sasquatch.

Before Sasquatch knew what was happening, Aurora had sped to her room, changed into her costume, and returned to her lover's side.

"I will have words with him, one day."

Sasquatch and Aurora both raced to the hanger deck, where the rest of the team was.

Later, in downtown Ontario...

"Waltair?! Is that you?"

Aurora, clad in her all-too familiar costume, stared down at a man resembling her beloved Walter. He looked the same, he even wore the same cologne. But there was something remotely different about him. Maybe his mannerisms or his very being that differentiated him from the real thing.

"Are you asking if I still love you? How could I love a crying simp of a girl like you? You are nothing compared to my genius! You struggle with the conflicting personalities that reside within your own tortured mind! How could I love a harlot and a tramp like you?"

"Waltair, no!!"

"And furthermore..."

"You are not my Waltair! You are a Faux! I know the real Waltair and he would never speak to me in that fashion. He loves Aurora, he cares for her. He takes care of me. And he would never do anything to harm me."

"Oh, really?" In an instant, the fake Langkowski metamorphosed into the orange man beast, Sasquatch. "And as Sasquatch, I can give you your just punishment!"

"Then, Aurora will have to fight back! For my Waltair's honor!" High above in the sky, Aurora soared down toward the man-beast's head and repeatedly punched him in the jaw. She kind of wished that she still possessed her light powers, without the aid of her brother. But it just may come to that.

"You hit good... for a girl! But I am a born scrapper! And you definitely are not!" With a fury that defied description, Sasquatch swayed his claws this way and that, trying with all of his robotic might to connect with the beautiful Aurora, but failing miserably.

"Northstar! To my side!"

Instantly, already fighting another Faux duplicate, Northstar escaped his peril and raced to his sister's side. "I always wanted to do this," he said.

The twin siblings linked hands and a white light enveloped Sasquatch, rendering him unconscious in seconds.

Madison Jeffries stood wide-eyed at the three Faux Alphans that AIM had concocted for him to play with. Vindicator, Diamond Lil, and Kamikaze.

"I may be married to you, Maddie," Lil said to him, cornering him for battle and taunts. "But I love Kamikaze. He is more man than you. You are only a mere mechanic, while he is a true warrior."

"Stuff it, chrome dome! I don't buy any of that jazz! And you are not my wife!"

"Hii-yaah!" Diamond Lil screamed this battlecry as she launched into battle. Jeffries thought that, just like the real thing, she was trained to battle any one member of the Flight but she preferred him specifically. She started with a kick to his chest, which he easily evaded, with him knowing how she and her duplicate operated.

At the same time, Kamikaze threw Chinese throwing stars and knock out gas grenades in his general direction. For the throwing stars, Madison constructed a wall of metal to have them bounce off its slick surface. For the knock out gas, he transmuted a gas mask to wear so he wouldn't breathe in its toxic fumes. He was doing pretty well for himself, considering, he thought.

"You're toast, loser!" Diamond Lil yelled as she tried to offer a chop to his left temple. But Jeffries grabbed her hand, flipped her over, and she collided with Kamikaze, knocking them both inoperative for the time being.

Jeffries had time to reassess the situation and he came to the conclusion, as he'd discussed with Guardian, that these Faux Alphans were nothing more than robots. His powers should work on them. He concentrated slightly and sent out waves of psionic energy to each of the Faux Alphans that the real Alphans had been fighting, shutting them down.

"Ooh, Monsieur Jeffries, they are down for the count, wouldn't you say?" Aurora commented.

"You could say that."

Brainwave held Shaman in a mind-hold, as he approached him, with arms outstretched. He punched him in the mouth, downing the mystic.

"You're finished, Twoyoungmen, you just don't know it yet."

"Never!"

With a single swipe of his arm, Brainwave removed Shaman's pouch from his belt and was about to peer inside, but instead reached his hand within it.

"No, don't look inside!" Shaman warned. "It destroyed Smart Alec's mind!"

"I'm not going to surrender my mind to your pouch but I'd rather-"

Mystical energy flooded Brainwave, changing his form to another bald-headed man, with long flowing hair in the back, wearing a leather jacket and pants.

"Set Pestilence free!"

Shaman shuddered at the implications of this.