A young boy named Ricky is running away from the orphanage where he lives in order to escape the taunting of his peers. Stowing away in a freight car, Ricky encounters the Hulk. At first Ricky is frightened of the Hulk, but the two become fast friends. However when the train stops at a station a bunch of rail yard workers attempt to throw them out, however the Hulk easily fights them off, grabs Ricky and then bounds off into the sky.
While at Hulkbuster Base, Doc Samson and Clay Quartermain once more remind the Abomination that they installed a bomb in his head in order to guarantee his compliance in hunting down and capturing the Hulk for them. While elsewhere on the base, Betty Talbot tries to get through to the mind of her catatonic husband Glenn. Blaming herself for what happened, she is interrupted by her father who tells her not to blame herself for what's happened to Glenn and focus her energies on finding a cure for his condition. They are interrupted by Clay who enters and tells him that intelligence reports have located the Hulk in Florida.
Back in Florida, Ricky has the Hulk don a crude disguise and visit Wonderland, an amusement park that the boy was seeking to reach after running away. With the Hulk helping him sneak in, Ricky soon finds trouble when he's hassled by a park employee who tries to sell him a hat. This prompts the Hulk to lose his temper and blow his disguise, causing a panic. With police arriving on the scene, the Hulk bounds away from young Ricky, having grown weary of the day's constant harassment. The Hulk then climbs atop a Ferris wheel and demands that they give Ricky back to him, or he will go on a rampage. This threat-making lasts long enough for the Abomination to arrive and battle the Hulk.
Their battle rages across the amusement park, with the Abomination using his superior mentality to trick the Hulk into entering various rides, such as the hall of mirrors, which he utilizes to trip up the Hulk. Ultimately, the Hulk's blows deactivate the bomb (in reality simply a monitoring device Ross and the others were using to trick the Abomination into subservience.) Free from the military's control, the Abomination tries to reason with the Hulk, deciding to make him an ally in his plot for revenge. The Abomination succeeds in doing, but Ricky grabs a police officers gun and attempts to shoot the Abomination. Noticing this attempt, the Abomination slams his fist into the group, causing the shot to go off target and strike the Hulk. Convincing the Hulk that Ricky shot him on purpose, the Abomination gains the Hulk's allegiance, and both bound off to get revenge against the army. Watching the Hulk jump away, Ricky futility pleads with the Hulk to come back because they're friends. His cries fall on deaf ears, however.