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Overmind, now under the control of six psychics, aims to change his ways…

The Defenders return to upstate New York to remember the deceased Kyle Richmond. Overmind, now inhabited by Kyle's ex-girlfriend Mindy, along with 5 other psychics, is particularly despondent. She/they want to leave the Defenders, since they have gone through such trauma, but the Defenders convince her/them to stay, since they can help her/them. Strange, Gargoyle, and Overmind go off to try to help Overmind's individual minds get over their transition to this new life.

Val and Hellcat, previously best friends, also go off to have a talk, but now Hellcat seems diffident.

One of Overmind's personalities, a boy named Philip, tries to return to his friends and family. However, they all believed him to be dead, and react with horror. Strange wipes their minds and they move on. Philip accepts that he can no longer be with them.

Meanwhile the Elf and Luann Bloom, last seen a couple issues ago, drive along in the country in a Model T Ford. They drive into a barn and disappear into another dimension.

Val tries to get up Hellcat's spirits by stopping some crooks, but Hellcat unaccountably gets angry and swings off. Val doesn't take no for an answer, and forces Patsy to talk. She finally admits that her psychic powers have been returning and that she can sense a big difference in Val now that she's been returned to her original body. Val explains that she is different, because now she has all her original memories back--but her friendship with Patsy is the most important thing to her. They reconcile.

Overmind's next body, Ursula, wants revenge on the ills of the ghetto life she lived in her youth. She starts destroying run-down tenements, to the locals' cheers. However Strange gets her to see that they are just a symptom of the problems of the area, and destroying them won't solve anything. They continue to move on to Overmind's other minds, off-panel, and in the end rejoin the rest of the Defenders in a new vow of friendship.

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