Following a villainous altercation gone wrong, Fred Myers, a.k.a. Boomerang, sees an opportunity to get the law off his back for good by declaring himself a newly reformed superhero! But going straight isn’t easy when you still owe a debt to the Kingpin of crime himself, Wilson Fisk! Or when you just… don’t really want to.

Boomerang has assembled a team consisting of Flint Marko, the Sandman; Robert Farrell, the Rocket Racer; and Boomerang’s old Sinister Six-mate Overdrive. Their mission: to steal the digitized brain of Otto Octavius, for what 3/4 of them believe to be the greater good. Unbeknownst to the others, Fred has also made the Kingpin a second, more mysterious promise…


Splash Page:

CAPTION (GENERIC): San Francisco

CAPTION (GENERIC): A heavily-guarded and off-the-books penthouse.

In the middle of the dark room, his back to his desk, sits a massive FIGURE. He looks through a large window, the midday light coming through it casting him in silhouette. A wisp of smoke can be seen rising from the cigar in his hand. In the foreground, a second, SMALLER MAN in a suit, stands at attention.

FIGURE: Easley.

EASLEY: Yes, Mr. Fisk.


Panel 1:

Medium shot. The man in the chair turns around to reveal the face of WILSON FISK, the KINGPIN.

KINGPIN: What news of Parker Industries? Of our proposed… ‘acquisition?’

Panel 2:

Reverse shot of EASLEY. He adjusts his glasses.

EASLEY: No one has picked up any chatter, sir. Either Myers has yet to do the job, or he was exceptionally discreet.

Panel 3:

Two-shot. KINGPIN leans back in his chair, smirking.

KINGPIN: Of those two options, I can assure you it was the former.

EASLEY: Shall I offer him some… additional motivation?

Panel 4:

KINGPIN takes a long draw on his cigar…

Panel 5:

And exhales.

Panel 6:

Wide shot of KINGPIN, with EASLEY just visible in the corner.

KINGPIN: That won’t be necessary. After all, I did promise him another three days to deliver.

KINGPIN: And I am nothing if not a man of my word.

EASLEY: Of course, sir.


Panel 1:

EASLEY fidgets, something clearly on his mind.

Panel 2:

Same framing.

EASLEY: Mr. Fisk?

EASLEY: I almost hesitate to raise the question, but…

Panel 3:

High angle, almost overhead shot of the room, emphasizing the play of light and shadow.

EASLEY: What if Myers is not a man of his word?

EASLEY: What if he betrays you?

EASLEY: Or fails?

Panel 4:

Medium shot of KINGPIN.

KINGPIN: Boomerang is an imbecile, Easley, but he is hardly incompetent.

KINGPIN: At least… not when given the proper application of pressure.

KINGPIN: I have no doubt he will play the role expected of him.

Panel 5:

Close-up of KINGPIN, sporting a sinister smile.

KINGPIN: And let us not forget:

KINGPIN: If I wanted this job to go perfectly…


Panel 1:

CAPTION (KINGPIN): “I never would have asked Frederick Myers.”

Extreme wide shot. A WOMAN in a blue skirt suit approaches the front doors of the Baxter Building, identified as such by a large circled ‘4’ on its face.


CAPTION (GENERIC): The Baxter Building

Panel 2:

Inside the building, the WOMAN passes through a metal detector. Her briefcase, purse, phone, etc. are searched by a SECURITY GUARD at the same time.

Panel 3:

The WOMAN leaves the front desk, waving a friendly goodbye to the receptionist there and holding up a key card.

Panel 4:

The WOMAN scans the key card at the elevator panel.


Panel 5:

The doors close on the WOMAN, now inside the elevator.

Panel 6:

Extreme close-up of the woman’s shoes. A handful of grains of SAND, as if by their own volition, spill over the edge of her right heel.

Panel 7:

These grains of sand somehow roll their way up the interior wall of the elevator…

Panel 8:

…Where they slip through the crack of the access hatch on its ceiling.


Panel 1:

Within the shaft, the grains of sand emerge from the access hatch and reunite with a larger mass of sand piled atop the elevator. This pile, while still loose sand at the base, coheres into the upper body of SANDMAN.

Sandman, like most of the characters in this issue, will be communicating with his teammates via an earpiece. When off-panel, the different speakers are denoted by small icons before the text:

For Boomerang, a boomerang.
For Sandman, a sand castle.
For Rocket Racer, a skateboard.
For Overdrive, his black motorcycle helmet.

SANDMAN: Boomerang, this is getting exhausting.

BOOMERANG (VOICE): I’m sorry. I really thought this place would have more foot traffic.

SANDMAN: Why? The building has FOUR permanent residents.

BOOMERANG (VOICE): Hey, you signed off on this plan.

BOOMERANG (VOICE): And now is not the time to point fingers.

BOOMERANG (VOICE): Certainly not at me.

Panel 2:

In an alley a few doors down from the Baxter Building, ROCKET RACER stands beside several large bags of sand. He throws a handful of this sand onto the feet — and into the shoes — of a passerby, as discreetly as possible.

BOOMERANG (VOICE): Rocket Racer, how much sand have we got left?


BOOMERANG (VOICE): How much is a lot? Two pounds? Thirty pounds?

ROCKET RACER: It’s just a lot, okay?

ROCKET RACER: I still don’t understand why you can’t be here yourself.

Panel 3:

Panucci’s Pizza. BOOMERANG (in casual clothes) and OVERDRIVE (sans helmet, i.e. in a leather jacket) are seated at a table, munching on slices. In front of Boomerang is a jar of Vegemite. Boomerang holds his slice out to Overdrive, offering a bite, but Overdrive waves it away.

ROCKET RACER (VOICE): I already told you I’ve got the signal from your ankle bracelet pinging off your apartment.

BOOMERANG: And I already told you I’m not going to the Raft if you’re wrong.

ROCKET RACER (VOICE): Oh, for Pete’s sake.

BOOMERANG: It’s not that I doubt your skills, it’s just…

BOOMERANG: No, I guess that is mostly it, actually.

Panel 4:

Back in the alley. ROCKET RACER peeks around the corner to watch a group of figures, several of whom are in lab coats, leaving the Baxter Building.

Within this group, a MAN in a security uniform and a WOMAN with dwarfism talk to one another ‘quietly’ in the background.

ROCKET RACER: Not that. The Parker Industries crew just left the building.

HOBIE BROWN: Did you catch the new Murderworld last night?

ANNA MARIA MARCONI: Is that even still airing?

BOOMERANG (VOICE): Please tell me it’s because of a fire drill.

ROCKET RACER: Yeah, no, I’m thinkin’ it’s lunchtime.


Panel 5:

Back in Panucci’s, OVERDRIVE turns to the unamused BOOMERANG with a shrug. His half-eaten slice flops in his hand.

OVERDRIVE: Maybe they wanted to beat the rush.

OVERDRIVE: Just saying. We didn’t have to wait.


Panel 1:

Atop the elevator, SANDMAN listens to this chatter anxiously.

ROCKET RACER (VOICE): Guys, let’s be honest. At the rate this is going, another hour wouldn’t have made a difference anyway. 

ROCKET RACER (VOICE): I say we go now.

SANDMAN: Now!? Bob, I’m a torso.

SANDMAN: We should focus on getting the rest of me inside. I’ll camp out in here and we can try again tomorrow. Tonight, even.

BOOMERANG (VOICE): Mmm. Sorry, hombre, but I’ve gotta side with Speedy Gonzales on this one.

Panel 2:

In the alley, ROCKET RACER squats down and pulls Mirage’s cowl from a pack on the ground. He wrinkles his brow, half taking offense, half simply confused.

ROCKET RACER: You know I’m black, right?

BOOMERANG (VOICE): I don’t like it any more than you do, Flint, but that knockoff Mirage mask we slipped Mach-VII isn’t gonna fool him forever. We’re on a ticking clock here.

Panel 3:

Back in Panucci’s, OVERDRIVE remains remarkably calm.

OVERDRIVE: Speaking of which, whatever we’re doing, I’m starting the timer. 25 minutes.

ROCKET RACER (VOICE): Maybe Sandman should make the call. After all, it’s his ass.

Panel 4:

In the alley, ROCKET RACER glances down at the bags of sand.

ROCKET RACER: Like, literally. I am literally looking at the sand that makes up his ass.

BOOMERANG (VOICE): Fine. So what say you, Flint? Am I queuing up “Enter Sandman” or what?

Panel 5:

In the elevator shaft, SANDMAN rolls his eyes.

CAPTION: Listen. I could have asked if he was ready to ‘Ock and roll.’ But I fought that urge.

CAPTION: I did that for you.

Panel 6:

SANDMAN steels himself.

SANDMAN: I’ll make it work.

SANDMAN: Everyone to positions.


Panel 7:

In the alley, ROCKET RACER hastily shovels sand into his pockets.

ROCKET RACER: I’m gonna grab some extra sand for when we rendezvous.

SANDMAN (VOICE): Bob, you said it yourself. A couple of handfuls —

ROCKET RACER: Is better than nothing? I agree.

ROCKET RACER: And you’re welcome.


Panel 1:

His pockets full, ROCKET RACER starts to pull on the Mirage cowl.

ROCKET RACER: Oh God, this mask has bloodstains on the inside.

BOOMERANG (VOICE): Or does it?



SANDMAN (VOICE): All that matters is that the hologram projectors are working.

ROCKET RACER: Which — *shudder* — they are.

ROCKET RACER: Okay. I’m good.

Panel 2:

ROCKET RACER plants a foot on his skateboard and gets low to the ground, almost as if he were in a runner’s starting pose. He grins beneath the cowl.

BOOMERANG (VOICE): Remember, Racer, you’ve got to hug the wall like you’re Black Widow’s jumpsuit, or else their anti-aerial sensors are gonna pick you up.

BOOMERANG (VOICE): You’ve got 40 inches of clearance.

ROCKET RACER: Yeah, yeah. Gimme a challenge, why don’t you?

Panel 3:

Extreme close-up. The engines on the back of Rocket Racer’s rocket-powered skateboard ignite.

SOUND EFFECT: *Whirrrrrr…*

Panel 4:

The smoke trail from the engines indicates the path of the board (and by extension, Rocket Racer): down the alley and STRAIGHT UP THE OUTER WALL of the Baxter Building.


CAPTION: Now, look.

Panel 5:

ROCKET RACER skates up the side of the Baxter Building, crouched almost all the way down on his board despite the speed and gravity working against him.

He touches a button on the side of the cowl.

CAPTION: I know sometimes I come across as… hard to please.

Panel 6:

In a flash of pixels, ROCKET RACER is gone, instead replaced by an image of SPIDER-MAN, quickly scaling the face of the building with his wall-crawling powers.


CAPTION: But I’ll come out and say it.

Panel 7:

Several blocks away, a CHILD holding his MOTHER’S hand points excitedly at the sight of “SPIDER-MAN” off in the distance.

CAPTION: This is a cool-ass job.


Panel 1:

Inside the Baxter Building’s top floor. ROCKET RACER (still looking like SPIDER-MAN) stands in the doorway that leads out to the roof. In his hand is the device he used to hack the door locks, wires hanging down from it.


Panel 2:

ROCKET RACER stands with his back to the wall, peeking through another doorway. Inside the room he spies an elaborate control panel. He presses another button on the Mirage cowl (though it looks as though he is simply touching his ear).

While his lower half still looks like SPIDER-MAN, from the waist up he is now a dead ringer for MR. FANTASTIC. Some pixellation around his belly button delineates the change.

BOOMERANG (VOICE): And you’re sure you can interface with this system?

ROCKET RACER: For the last time, yes.


ROCKET RACER: See, here’s the thing no one ever puts together about the Fantastic Four.

Panel 3:

ROCKET RACER (as MR. FANTASTIC) sits down at the control panel and starts typing away. The screen above the panel displays a digital readout of the elevator system, one elevator in particular highlighted in red.

ROCKET RACER: Reed Richards may be the smartest man in the universe…

ROCKET RACER: But Johnny Storm’s gotta use all this crap too.

Panel 4:

In the elevator shaft, SANDMAN’S elevator begins to move.


SOUND EFFECT: *Whirrrrrrr…*

ROCKET RACER (VOICE): All you, Sandman.

Panel 5:

A shot of the elevator doors inside the Parker Industries lab. The light above the elevator is illuminated.


Panel 6:

The doors open… but no one is inside.

Panel 7:

Actually, scratch that. After ‘panning down’ (this panel is simply the bottom half of the image in Panel 6), we see that SANDMAN is in fact in the elevator.

Standing at perhaps two-and-a-half feet tall.

SANDMAN: This is humiliating.


Panel 1:

Carefully, SANDMAN makes his way into the lab, craning his neck to try and get the lay of the land.

BOOMERANG (VOICE): I am so mad I’m not there to see this.

SANDMAN: You should be grateful. Even at this size, I could still kick your ass.

SANDMAN: Now what is it I’m looking for?

Panel 2:

A countertop with some papers and instruments scattered about it. SANDMAN tries to get a look at what’s here, but despite his best efforts, he can only just poke his nose over the edge.

BOOMERANG (VOICE): Ock’s brain should be in a wrist-mounted web shooter. But be on the lookout for anything suspicious.

BOOMERANG (VOICE): Or valuable.

SANDMAN: Good guys, Fred.

BOOMERANG (VOICE): Right. Sorry. Force of habit.

Panel 3:

SANDMAN continues his search, not yet noticing the shadow coming up behind him.

SANDMAN: I worry that finding something out of place here may be easier said than done.

SOUND EFFECT: *whirrrr*

Panel 4:

Close-up. The noise catches SANDMAN’S attention, and he turns to see who — or what — is behind him.

SANDMAN: On the other hand…

Panel 5:

ROCKET RACER (as MR. FANTASTIC) continues typing away at the control panel.

ROCKET RACER: I’m almost done up here, Flint. Then I’m coming to you.

Panel 6:

Close-up of ROCKET RACER (as MR. FANTASTIC), his head whipping around in fear at the sound of a voice.



Panel 7:

A sliver of light falls across ROCKET RACER (as MR. FANTASTIC)’S face as the door to the room is opened.

VOICE (OFF-PANEL): Someone in here?

Panel 8:

ROCKET RACER (as MR. FANTASTIC) stands to face his unwanted company.

VOICE (OFF-PANEL): Oh, it’s just you, Reed.

PAGES 10-11

Two-page spread, both splash pages.

Splash Page 1:

His stature reduced, the otherwise imposing SANDMAN finds himself dwarfed by a now-looming figure. It sports a familiar face — or rather, some familiar indicator lights.


LIVING BRAIN: Whirr–click-ick– Greetings, William “Flint Marko” Baker.

Splash Page 2:

Upstairs, Rocket Racer is met with a visitor of his own. Filling the page top to bottom in close-up, we find none other than…


THE THING: What’s goin’ on?

CAPTION: These guys, right?


Panel 1:

Medium shot. ROCKET RACER (as MR. FANTASTIC) 1 stares wide-eyed at the Thing.

Panel 2:

Same composition. Without turning his head, ROCKET RACER quickly shuts off the monitor behind him with the press of a button.


Panel 3:

Same composition. ROCKET RACER assumes a big cheesy grin, puffs out his chest, and puts his hands on his hips.

ROCKET RACER: Well, hello, Ben!

ROCKET RACER: It’s me, Reed!

Panel 4:

Down in the getaway vehicle (the outside of which is not visible), BOOMERANG cradles his head in his hands. Next to him in the driver’s seat, OVERDRIVE covers his mouth in what appears to be fascination.


Panel 5:

Back inside, ROCKET RACER continues gesturing broadly.

ROCKET RACER: Anything I can do for you, my craggy friend?

BOOMERANG (VOICE): Who do you think you’re imitating? Stop it!

Panel 6:

Two-shot of the THING and ROCKET RACER. The Thing is clearly caught off-guard, but Rocket Racer is clearly floundering in his own way.

THING: Not really. I just didn’t expect you back so soon, is all.

ROCKET RACER: Oh. Well, you know how these things go!

ROCKET RACER: The… ah… the… my thing…

ROCKET RACER: Not you, my other thing…

THING: The Future Foundation?

ROCKET RACER: Yes! Them! They’ve got things handled, so I thought I’d… duck out early.

Panel 7:

Medium shot of the THING.

THING: Well, hey, can’t really say I mind, seein’ as it’s been just me all week.

THING: Alicia’s away, Johnny’s off on his road trip, and…

THING: You know, I actually have no idea where Sue is. But I haven’t seen her.

Panel 8:

Medium shot. ROCKET RACER gives the Thing another cheesy grin, and actually goes so far as to point a finger gun at him.

ROCKET RACER: Sounds like par for the course for Sue, though, eh?

Panel 9:

Reverse shot of the THING, stone-faced.


Panel 1:

Back down in the getaway vehicle, BOOMERANG fiddles with the radio transmitter. His other hand is held over his ear.

BOOMERANG: Christ. Do me a favor and talk him through this, will you?


BOOMERANG: Yes, you. I need to talk to Flint.

BOOMERANG: Sandman, you read me?

Panel 2:

Close-up of SANDMAN, up in the Parker Industries lab.

SANDMAN: Loud and clear.

BOOMERANG (VOICE): What’s the Living Brain doing?

Panel 3:

Low-angle shot of the LIVING BRAIN, towering motionless above Sandman.


SANDMAN (OFF-PANEL): It’s just… standing there.

SANDMAN (OFF-PANEL): Kinda creeping me out, honestly.

Panel 4:

Close-up of BOOMERANG, fidgeting in his seat.

BOOMERANG: So Brainy is… mostly harmless. He’s programmed to follow commands.

BOOMERANG: Come to think of it, if you ask nicely, he may do this job for you.

Panel 5:

Close-up of SANDMAN.

SANDMAN: Very funny.

BOOMERANG (VOICE): Seriously! Who knows, maybe they talked to one another, brain to brain.

BOOMERANG (VOICE): But if you’d prefer, I guess you could always fight him.

Panel 6:

The itsy-bitsy SANDMAN looks up once again at the LIVING BRAIN: super-strong, super-fast, and nearly twice his height.

Panel 7:

Close-up of SANDMAN, calling up to the robot.


SANDMAN: Living Brain.

SANDMAN: Can I ask a favor?


Panel 1:

ROCKET RACER stretches his hologram arms out to either side of the THING’S head. The Thing recoils slightly.


ROCKET RACER: What’s this behind your ear?

OVERDRIVE (VOICE): What the hell are you doing up there? He doesn’t even have ears. So that’s strike one, like, right off the bat.


Panel 2:

ROCKET RACER pulls one of the arms back to show the THING that he is now holding up a quarter. The Thing is unamused.


Panel 3:

ROCKET RACER opens his hand wide to reveal that the quarter has ‘vanished.’ He puts a little bit of ‘Mr. Fantastic’ spin on it by also twisting his arms around one another multiple times.


ROCKET RACER: It’s gone!


OVERDRIVE (VOICE): Tell me you are not doing close-up magic on the Thing right now.

Panel 4:

The THING looks at ROCKET RACER with genuine concern. Rocket Racer continues waving his hologram arms around.

THING: Seriously, Reed, are you okay?

ROCKET RACER: Not a fan, huh? It’s just something I’m trying. Guy like me always needs a hobby, right?

THING: Find another one.

Panel 5:

Close-up of OVERDRIVE, down in the getaway vehicle.

OVERDRIVE: Stop playing defense! Reed Richards does not play defense!

OVERDRIVE: He’s a cocky jerk and he’s terrible!

OVERDRIVE: Use that! Be the ball!

Panel 6:

Two-shot. ROCKET RACER points to some rolled up papers in the THING’S hand. The Thing instinctively tries to hide them, like a kid caught with his hand in the cookie jar.

ROCKET RACER: What’s, uh… what’s that you’re carrying?

THING: This? Oh, it’s nothin’.

ROCKET RACER: Sure looks like something to me.

OVERDRIVE (VOICE): There we go!

THING: It’s really not… Or I guess… I mean, as long as I was all alone…

Panel 7:

Close-up of the THING, looking embarrassed.

THING: I figured I’d… play around with some upgrades to the Fantasticar.

THING: After I ran ’em by you, of course.

Panel 8:

Medium shot. ROCKET RACER’S face lights up as he puts his hand on the THING’S shoulder and guides him toward the chair.

ROCKET RACER: Buddy! Why didn’t you say so? That’s great!

THING: It is?

ROCKET RACER: Perhaps I should say… Fantastic!

ROCKET RACER: Come on, let’s hear it! Are we talking V12? VTOL? Details, man, details!


Panel 1:

Two-shot of LIVING BRAIN and SANDMAN. As Sandman relays Boomerang’s instructions to the sentient machine, the height discrepancy between them no longer seems so dangerous. Sandman puts a hand to his ear.

SANDMAN: And after that, I also need you to look for…

SANDMAN: What the hell did you just say, Fred? I thought we were only here for the brain.

BOOMERANG (VOICE): It’s a vial. Should be marked ‘TRP-164.’

Panel 2:

Medium shot of BOOMERANG in the getaway car, consulting a small spiral notebook and absentmindedly chewing on a pen.


BOOMERANG: Yeah. Yeah, it’s got… um… Stem cells in it.

BOOMERANG: Ock’s stem cells. For cloning!

CAPTION: That’s a thing, right? I’m not exactly the Jackal over here.

BOOMERANG: I just assumed you’d want to tackle this from a scorched-earth perspective. Or am I wrong?

Panel 3:


SANDMAN: Fine. And a specimen marked ‘TRP-164.’

LIVING BRAIN: Whirr–klik-ik– Request confirmed.

LIVING BRAIN: Whirr–click-ick– REQUEST ERROR: subject William “Flint Marko” Baker does not possess access to classified materials.

Panel 4:

Medium shot of SANDMAN, looking about as angry as usual.

SANDMAN: What now, smart guy?

LIVING BRAIN (OFF-PANEL): Whirr–klick-ik– This unit can offer no suggestions.

SANDMAN: Not you.

BOOMERANG (VOICE): Weird. He didn’t pull this last time…

BOOMERANG (VOICE): Oh! Maybe tell him it’s for me?

SANDMAN: You’ve had worse ideas.

SANDMAN: I’ve been told to tell you that these materials will be going to Frederick Myers.

Panel 5:

Close-up of LIVING BRAIN.

LIVING BRAIN: Whirr–click-ik– 

LIVING BRAIN: Affirmative: Subject “Frederick Myers” located on list of trusted users.


CAPTION: And that, True Believers, is why you always, always, always, delete your cookies.

LIVING BRAIN: Please enter user authorization code.

Panel 6:

Medium shot. In the getaway vehicle, a smirking BOOMERANG puts his hand to the side of his mouth as if whispering a secret.

BOOMERANG: Oh, right.

BOOMERANG: That’s gonna be, ah… *mumbles*

SANDMAN (VOICE): Jesus, Fred.

BOOMERANG: What? It’s funny!

SANDMAN (VOICE): I am going to kill you later.

Panel 7:

Close-up of SANDMAN, grimacing as he relays the info.

SANDMAN: Authorization code…

SANDMAN: 6-9-4-2-0


Panel 8:

Close-up of LIVING BRAIN.

LIVING BRAIN: Whirr–klick-ik– Authorization code…



Panel 9:

Wide shot. The LIVING BRAIN wheels away into the lab, leaving SANDMAN standing by himself.

LIVING BRAIN: Please wait while this unit retrieves your requested items.

BOOMERANG (VOICE): I mean, it is funny, right?


Panel 1:

ROCKET RACER and the THING, both seen from behind, are now seated together at the control panel, hunched over the set of blueprints.

ROCKET RACER: So when you funnel the exhaust back through here… you get zero emissions and an increase in fuel efficiency! That’s genius!

THING: Well, thanks, Reed. But you were the one who gave me the idea.


ROCKET RACER: I, uh… *cough*

ROCKET RACER: I sometimes forget just how brilliant I am.

Panel 2:

ROCKET RACER points to something on the blueprint, bumping a pencil with his elbow in the process.

ROCKET RACER: But it occurs to me that if you bypass the fuel tank and channel the filtration system straight back into the engines, you can engineer a horsepower boost on top of everything else.

THING: Maybe even put an extra cylinder in there.

ROCKET RACER: Now you’re getting it!

Panel 3:

Wide shot. The pencil rolls off the edge of the control panel and ROCKET RACER instinctively stretches out his hologram arm to catch it.


Panel 4:

Extreme close-up. The pencil passes right through the fingers of ‘Reed’s’ fake hand to land on the floor.



Panel 5:

ROCKET RACER sits up nervously, his back to the THING, who is uncertain of what he just saw. Ben’s rocky brow is more furrowed than usual.



Panel 6:

The THING stands up and stares intently at ROCKET RACER as a voice comes over the intercom at the far end of the panel.

VOICE: *Bzzt* Mr. Grimm? Willie’s here with the mail.

Panel 7:

ROCKET RACER begins standing up. He is stopped by the THING.

ROCKET RACER: Right. Well, I’d better —

THING: No, no.

THING: Don’t get up.

Panel 8:

Extreme close-up of the THING, still staring Rocket Racer down.

THING: You can just answer that from here.

THING: Right? Reed?

Panel 9:

Reverse shot of ROCKET RACER, smiling nervously and glancing at the intercom button, a good six feet behind him.

ROCKET RACER: Sure. Yeah. Whatever you say, pal.

OVERDRIVE (VOICE): What are you doing? Abort! Get out of there!


Panel 1:

This panel has a huge depth of frame. ‘Mr. Fantastic’s’ hologram arm stretches out from deep in the background where ROCKET RACER sits, aaaaaaall the way into the extreme foreground, where the button is. The following three inserts are layered over the middle part of the panel, which would otherwise just be filled by the arm.

Extreme close-up of the THING’S eyes, squinting.

Extreme close-up of ROCKET RACER’S eyes, nervous but trying not to look it.

Extreme close-up of OVERDRIVE’S eyes, darting back and forth.


On the right side of the panel, beyond the inserts, ‘Mr. Fantastic’s’ finger hovers over the button…

Panel 2:

And presses it.


Panel 3:

Wide shot of ROCKET RACER, his arm stretched across the room to press the button.

ROCKET RACER: Just, ah… just tell him he can leave it at the front desk. Ben will be down in a minute to pick it up.

VOICE: Oh. Mr. Richards! Welcome back. Will do! *Bzzt*

ROCKET RACER: If you don’t mind, Ben?

Panel 4:

The THING walks to the door, subtly shaking his head.

THING: You’re a weird guy, Reed.

Panel 5:

Same image of ROCKET RACER frozen in place. Off-panel, the Thing shuts the door behind him.


Panel 6:

Same framing. The hologram around ROCKET RACER dissipates, showing a second, SAND ARM — stretched ridiculously thin — extending from Bob’s own outstretched arm. A sand finger at the end of the sand arm is depressing the button.


Panel 7:

Close-up. ROCKET RACER, himself again, nearly collapses with relief. He can’t help but laugh.

ROCKET RACER: So remind me, Flint: what was that you said about a few extra handfuls of sand?

Panel 8:

SANDMAN stands in the Parker Industries lab many floors below. His own left arm is missing (due to its being in use upstairs). He too is smiling, his free hand pressed to his forehead.

SANDMAN: That they were better than nothing.

SANDMAN: And you’re welcome.


Panel 1:

In the lab, the LIVING BRAIN has snuck up on SANDMAN, who whirls around, startled by the machine’s sudden loud declaration.

LIVING BRAIN: Whirr–clik-ick– William “Flint Marko” Baker! This unit has retrieved your requested items!

SANDMAN: Cripes!!

Panel 2:

Upstairs, the SAND FIST at the end of ROCKET RACER’S arm involuntarily lashes out, punching Rocket Racer in the face and knocking him out of his chair. One of the hologram projectors on the Mirage cowl sparks and smokes at the impact.



Panel 3:

Medium shot. The THING leans back in through the door.

THING: You say somethin’, Reed?

Panel 4:

Wide shot. ROCKET RACER, just getting to his feet, stands caught like a deer in the headlights. The now-malfunctioning Mirage cowl has rendered his head invisible (drawn in dotted lines, Kirby-style). The sand fist still coats his left hand. A small bit of fabric on the (invisible) cowl has caught fire and begins to burn away.

Panel 5:

Close-up of the THING, pointing at Bob in shock.

THING: Super-Skrull!

THING: I shoulda known!

Panel 6:

ROCKET RACER raises his hands non-confrontationally.

ROCKET RACER: What? Super-Sk–? No!

ROCKET RACER: Oh, man. Dude, this is not what it looks like.

Panel 7:

Medium shot. The THING pounds one massive stone fist into an open stone palm.

THING: Really? ‘Cause it sure looks like somethin’ to me.

THING: And I’m thinkin’…

THING: It’s clobberin’ time.

Panel 8:

Down in the getaway vehicle, OVERDRIVE convulses with excitement, two fists tucked tight under his chin.


Panel 9: 

BOOMERANG smacks OVERDRIVE in the back of the head.




Panel 1:

Extreme close-up of ROCKET RACER, his head still invisible.

ROCKET RACER: All right, big guy.

ROCKET RACER: You wanna throw down?

Panel 2:

Extreme wide shot. ROCKET RACER fires one of his wrist-mounted rockets into the THING, the explosion sending him flying a short distance. Rocket Racer, meanwhile, sprints out of the room, hitting a key on the console as he passes by to reactivate the elevator controls.


Panel 3:

Down in Parker Industries, a two-shot of SANDMAN and LIVING BRAIN.

ROCKET RACER (VOICE): Time’s up, Sandman, we’re getting outta here!


SANDMAN: Brain, where’s the stuff?

Panel 4:

Medium shot of LIVING BRAIN.

LIVING BRAIN: Whirr–klik-ick– Response: Items have been stored in this unit’s chest cavity for safekeeping.

Panel 5:

Wide shot of SANDMAN and LIVING BRAIN. Behind them, the elevator dings and the doors open.

SANDMAN: Well, give it here!

LIVING BRAIN: Whirr–click-ick– Affirmative. Please input following command sequence…


SANDMAN: Mmmph! No time!

Panel 6:

SANDMAN transforms into a small flow of sand underneath the LIVING BRAIN’s wheels, carrying him towards the elevator. As he does this, alarms begin to sound.




Panel 1:

Splash panel. Outside the Baxter Building, BOOMERANG and OVERDRIVE pull up in the getaway vehicle (which, now that we can finally see the exterior, is revealed to be a ridiculously souped-up version of the A-Team van, just as the hand-drawn plans from Superior Friends #3 predicted).

ROCKET RACER rushes toward the van on his skateboard, alongside SANDMAN, who carries LIVING BRAIN in his wake. The remaining sand from the alley flows into Sandman’s body as he approaches, finally restoring him to his proper size.


SOUND EFFECT: *Woooop! Woooop! Woooop!*

BOOMERANG: C’mon! C’mon! Let’s go!

Panel 2:

Two-shot of BOOMERANG in the passenger’s seat and OVERDRIVE at the wheel. They look over their shoulders into the backseat, where SANDMAN fiddles with the controls on the LIVING BRAIN’S chest and ROCKET RACER pulls off the Mirage cowl with a sigh of relief.

SOUND EFFECT: *Vrrooomm!!*

BOOMERANG: Nice going, Super-Skrull.

OVERDRIVE: Did you get it, Flint?

SANDMAN: Oughta be in here.

OVERDRIVE: Oh, hey Brainy! Long time no see.

Panel 3:

Close-up of LIVING BRAIN.

LIVING BRAIN: Whirr–clik-ik– Greetings…



LIVING BRAIN: Overdrive.

CAPTION: For ***** sake. Does this guy even have a real name?

Panel 4:

Medium shot. SANDMAN has gotten the LIVING BRAIN’S chest cavity open and is taking inventory of the loot inside. In his hand he holds a vial of blue fluid.

SANDMAN: All here. Including the vial.

SANDMAN: What’s TRP stand for anyway, Fred?

Panel 5:

Wide shot, looking out from the backseat. BOOMERANG reaches back to take the vial from a suspicious SANDMAN.

BOOMERANG: Oh. It’s the… uh… Tentacle Rebirth Project. Y’know, on account of the Octopus cloning.

BOOMERANG: I’ll take that now, if you don’t mind.

SANDMAN: Uh huh.

SANDMAN: I think I’ll hang onto it. If you don’t mind.


Panel 1:

Two-shot of OVERDRIVE in the driver’s seat and BOOMERANG on the passenger’s side, as seen from the backseat. Both are looking over their shoulders (or trying to, in Overdrive’s case). Boomerang smiles widely.

BOOMERANG: Why would I? No one will guard it better than you.

OVERDRIVE: I’m sorry, I just —

OVERDRIVE: That’s a real web-shooter, right? Like, that Spider-Man built?

OVERDRIVE: Could I see it? Just for a second?

Panel 2:

Wide shot of the whole van. SANDMAN hands the web-shooter to OVERDRIVE, who looks like he’s just been handed the Holy Grail.

OVERDRIVE: Incredible.

BOOMERANG: Hey, man. Eyes on the road.

Panel 3:

Medium shot of OVERDRIVE, as seen from the passenger’s seat. He steers with one hand and holds the web-shooter in the other. He gazes down at the gadget almost lovingly.

OVERDRIVE: Listen, I just want to say… I’m sorry, Fred.

Panel 4:

Reverse shot of BOOMERANG, as seen from the driver’s seat.

BOOMERANG: For what? You’re the only one who’s actually had my back this whole time.

BOOMERANG: No offense, you two.

SANDMAN (OFF-PANEL): None taken.

ROCKET RACER (OFF-PANEL): That’s pretty accurate, actually.

BOOMERANG: If anything, I owe you one.

Panel 5: 

Reverse shot of OVERDRIVE. The sparkle of his vehicle-altering nanites begins to dance around his fingertips.

OVERDRIVE: Nah, you really don’t.

OVERDRIVE: Like I said…

OVERDRIVE: I’m sorry.

Panel 6:

Wide shot of the van interior. BOOMERANG, SANDMAN, and ROCKET RACER look around, confused, as the sparkles fill the van.

BOOMERANG: Wait, what?

Panel 7:

Exterior shot of the van. The driver’s seat, with OVERDRIVE and the web-shooter in it, SPLITS OFF from the rest of the van in the form of a rocket-boosted motorcycle, which speeds away. Meanwhile, sparks fly as the van, on its two remaining wheels, grinds to a halt on the pavement.

SOUND EFFECT: *Motorcycle!*


ROCKET RACER: What the–!!


Splash Page:

The team sits dumbfounded in the remaining 3/4 of the getaway vehicle as it jerks to a halt. Through the hole where the driver’s seat once was, OVERDRIVE can be seen vanishing into the distance. ROCKET RACER turns to address BOOMERANG.

SOUND EFFECT: *vrrrrrrrrrrr…*

ROCKET RACER: You know, I was half expecting this…

ROCKET RACER: But I really thought it would be you.


At the bottom of the page — finally — is the reveal of the issue’s title: