Mastermind, having gathered the Blob and Unus the Untouchable to form a new Brotherhood of Evil Mutants, has used his illusion casting powers to convince the Beast that he had killed Iron Man, hoping that the horrified mutant would join their group under the impression that he is a murderer. Confronting the Beast as he flees the Brant Corporation headquarters, they are attacked by their would-be recruit. The battle ends when Beast finds himself outmatched and learns that Mastermind only wishes to speak to him. Appealing to the Beast's status as an outcast, Mastermind asks Hank to join their group. The Beast, confused and unable to think straight thanks to a combination of his "murder" of Iron Man, and Mastermind's manipulations, agrees to join.

They take Beast to the carnival that they operate out of, and leave Beast to practice his abilities. As he is leaving, Unus makes a comment about how he is glad that this Beast is on their side, unlike the member of the X-Men they found years ago, unaware that they are both the same mutant. Overhearing this, Hank begins to recall that he has met Mastermind and the others before, but can't quite place his finger on it.

While back at the Brant Corporation, the military attache welcomes the arrival of a new head of security, Buzz Baxter who has come to the Brant Corporation with his wife Patsy Walker. They meet with Mr. Grant who shows them around the base and tells the couple about their recent trouble with the Beast, and his battle against Iron Man the night previous. When they go into the lab of Hank McCoy, they find that Hank isn't working there. Worried that the Beast is somehow connected with this, they find Linda and begin asking her if she's seen Hank recently. This development visibly upsets Linda, while everyone believes this is because of her "feelings" for Hank, it is in reality because Hank's disappearance will have an effect on her mission to spy on him for her employers.

Deciding to pay a visit to Hank's apartment to see if he is there, Buzz and Patsy find that Hank is not home. Deciding to go into Hank's apartment by using a skeleton key, Patsy stops him since it would be illegal for Buzz to search Hank's apartment. They leave, unaware that they just passed up the biggest connection between the Beast and Hank: Hank's face mask that he wears when on the job. As they leave, they are spied by Hank's old girlfriend Vera Cantor, who believes that Hank is in a relationship with Patsy and tearfully runs off into the night wondering where he life will go from there.

Elsewhere, the Brotherhood have taken the Beast to a well secured mansion. Mastermind reveals that they want Beast to use his superior agility to break into the mansion and steal back the Rahmur Diamond, a gem which they have been selling to prospective purchasers. Allowing them to examine the gem and buy it from them, then using stealing it back and using Mastermind's illusion powers to make the purchasers think that they still have the diamond. With their plot explained, the Beast is launched toward the house with an assist from Unus. Beast manages to get past the security systems in the mansion and steal back the diamond.

Returning to the Brotherhood members, the Beast considers for a moment that the situation is not on the up and up. Although Mastermind convinces Beast to give over the diamond, it causes friction between the others. Before a fight can break out, Mastermind's guard has dropped enough for his illusion making them invisible to people around them to fade. Some construction workers recognize Unus as a mutant that beat them up a few years ago, and gathers a mob to attack them. However, they are sent packing when Mastermind conjures up an illusion of a giant monster which sends them running.

Fleeing back to the carnival, the Brotherhood retires to Mastermind's trailer to marvel over the diamond once more. However, this is short lived when Beast's memory suddenly re

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