Paladin has been hired by Marsha Conners to protect her. Defending her from being abducted by armed gunmen, he then confronts Phantasm, who turns out to be an old lover of Marsha's. He has modeled his costume on the original Mr. Fear. He is also dying of radiation poisoning.

Paladin, going against his established customs, succumbs to his attraction to Marsha, and vice versa. Phantasm causes a blackout, and is able to get the drop on Paladin. Recovering consciousness, Paladin is horrified to find Marsha apparently dead. Enraged, he tracks Phantasm down and, during a Chinese New Year's parade, managed to render the villain helpless.

The gun-for-hire is about to kill Phantasm for murdering Marsha, when the trapped villain confesses that he merely rendered the woman unconscious: at the crucial moment, he was unable to take her life. Ashamed, Paladin returns to her apartment, where she drily welcomes him back. He tells her that when he thought she was dead, it was as if "the lights had shut off...in my mind." They embrace.

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