On the Microversal world of Ant Tica, while the respective members of Alpha Flight and the Micronauts sort out each other's motives, Baron Zebek, in his centaur form, arrives and orders his soldiers to apprehend them all. The two teams fight back, holding off the soldiers long enough for Commander Arcturus Rann to summon his ship, the Endeavor, allowing them to escape.
Meanwhile, on Earth at department H, General Clarke meets with his unseen superior who warns him that his activities had better not overstep the boundaries that have been set. Elsewhere in the facility, Diamond Lil undergoes a torturous procedure.
Back in the Microverse, having regrouped, Vindicator, Murmur, Flex, Mari and Dexam infiltrate the Body Banks where they locate and free Manbot. Soon, Mari incites the subjugated Insectivorids to revolt, and they storm out of the Body Banks. At the mountain where the devastating Quarkarion is being constructed, Guardian, Puck, Radius, Rann and Bug sneak in and try to overpower the guards and the workers. However, Zebek arrives and the battle begins in earnest.
While the revolt spills into the Baron's palace, the heroes struggle with Zebek's augmented centaur-like form. Guardian finally defeats Zebek by disabling the magnetic couplings holding him together, allowing his allies to topple the bomb, rendering it inert.
As the revolution proceeds, Dexam decides to remain on Ant Tica and the other Micronauts depart. Manbot gives the retrieval signal and Alpha Flight dematerializes.