50ish Ben Goldman gains superpowers in an industrial accident. He is enlisted by the city's other heroes in a fight against a band of supervillains who bust out of a maximum security facility.

SYNOPSIS:

gOLDMAN

Treatment by Jeffrey Cohen

Clear blue skies on a typical Monday morning.

Sweeping skyline shot of New York City, heading east to Queens, and then down into the suburbs of Forest Hills.

Down into the open window of BEN GOLDMAN’s apartment.

Nearing 50 and greying at the temples, BEN wears a white dress shirt and drab pants from a suit, with an untied dull tie around his neck. BEN putters around making some coffee and an English muffin.

The TV in the background carries a local early morning news program. They are talking about the exploits of superheroes fighting crime – Webmaster (Spider-Man), Champion (Superman), and the Enforcer (Batman).

Ben also deals with a stack of junk mail, including a letter from an attorney (representing his ex-wife) and a “Please Join the AARP!” form.

Ben heads for the LIRR – he boards the platform and nods hello to WENDELL KRIEGER, a nebbishy man who recognizes Ben (later, we will learn, a coworker). Wendell bites into an apple. As he tells Ben, “You know, an apple a day.” Wendell openly leers as an attractive woman walks by, which makes Ben quickly end the conversation.

Ben boards the train, takes a seat, and watches as the train sweeps towards Manhattan. It stops and the conductor announces a delay, as usual, while they wait for another train to cross in front of them.

Ben watches as a DRIVERLESS, ROBOT train crosses and heads off down a spur into a CHEMICAL WASTE TREATMENT facility. The robot train goes over a GLITCH in the track and jumps a little. An automated gate closes behind the train. Ben’s train then starts moving again.

Ben’s office, where he collects a stack of folders – he works as a financial risk analyst at Bolton Bernstein, where he manages, tracks, and reports the company`s operational risk. Ben settles into his desk, sorting through files on top of his “IN” box.

Around the corner in the office, Wendell pushes a mail cart. He approaches two women wearing skirts. “Morning, ladies.” One woman replies, but the other pulls her away, explains in whispers that Wendell tilts the metallic plate on the bottom of his cart, so he can look up women’s skirts. “What a creep,” mutters the first woman.

Wendell pushes his mail cart by Ben’s office and drops mail on Ben’s desk, wonders what’s in those robot trains and why they don’t have conductors. Ben figures it’s a safety and liability issue and otherwise dismisses Wendell.

Jump-cut to lunch time and Ben eating a sandwich in a Subway, facing the window, browsing through a folder and making notations. He looks into the sky in time to see Champion doing battle with Gambit, a flame-throwing, fire-haired, cackling supervillain.

Champion calmly sidesteps the fireballs being thrown his way. He tries to use his heat vision to melt the flight pack on Gambit’s back. But Gambit uses a mega-reflector on the pack to re-aim the head laser at Champion. Champion gets zapped and is thrown back into a building. Bricks fall to the street, smashing car windows and leaving holes in the sidewalk. Champion recovers, notes a sculpture of an arch in a nearby park. He swoops down, pursued by Gambit, who lobs a series of fireballs his way. Champion pulls the arch from the ground and uses it to steer the fireballs back at Gambit. While Gambit is able to launch new fireballs to burst the first couple, the last two get through his defenses. Champion then aims a new laser vision through the arch and “throws” the beam at the diminished Gambit. His flight pack damaged, Gambit tries to flee. Using the arch as a boomerang, Champion downs Gambit in a baseball field in Central Park. [Ben is able to view the action on a TV news report in the Subway] People cheer as Champion pulls the flight pack from Gambit’s back and crushes it in his bare hands, then uses it to create a straightjacket around Gambit’s body.

Jump-cut to Ben on the train, heading home. He takes a call from his ex-wife. Yes, the alimony check is in the mail. No need to sic the attorney on him. The train passes the chemical waste treatment plant and passes over the same glitch. This time, the track separates a little, visibly.

Another beautiful morning. Back to Ben’s apartment for a similar breakfast and a similar outfit. TV news report is about Champion returning Gambit to the Rikers Island Unit 1313 (Supervillain lockup). Ben flips through the mail and notices the AARP document. He rips it open and scans the letter, “As you approach your 50th birthday…” Ben sighs and drops the letter in the (paper) recycling bin and heads for the door.

At the LIRR station, a train pulls in: packed except for one car – the conductor warns Ben there’s no air conditioning. Ben replies, “It’s a quick trip.” [UNSEEN BY BEN: Wendell also decides to sit in the same car, but behind him]

The train approaches Woodside and the chemical waste plant. The robot train approaches. Close on the damaged spur. The robot train moves down the track, but the hitch causes a bolt to POP on one of the storage containers. Steam begins to billow from the container as it rumbles towards the opening gate of the plant. As the robot train runs parallel to Ben’s train, a blast of liquid erupts along the side of that car – melting the windows. Ben sees the liquid coming his way and tries to duck, but he gets coated [as does Wendell, we will learn later. Wendell is distracted because he sees his apple has a WORM in it – half a worm, with the other half in his mouth]. The blast dissipates and the robot train proceeds on its journey through the gate to the plant, closing as usual. A worker does run down the tracks to check on the damaged area.

Ben pulsates a dark red as a conductor enters the car. His color returns to normal as the conductor reaches Ben, shakes him and asks, “Are you okay?” Ben replies, “Hope the LIRR is prepared to cover my dry cleaning bill.”

Jump-cut to Ben in a clothing store, buying a new suit. The clerk hands him a trash bag and Ben tells him to throw it out. As Ben looks at himself in the mirror, suddenly he begins to see THROUGH the mirror into the back room, where he can see the clerk toss the trash bag into a bin. Startled, Ben moves back and rubs his eyes.

At work, Ben rushes to his office. He sees coworkers in the distance talking. Suddenly, he can hear their conversation. “Have you seen Wendell today?” “He didn’t come in. Bill in the mailroom is pissed! He might get fired.”

Ben looks – he was all the way down the hall, but suddenly he’s standing at his desk, which should have taken much longer. Ben looks out his office window at a secretary, giving him a confused look. Ben sits, grips his desk. The iron grip from his hands causes a deep indentation in the top of the desk. Ben releases his grip, massages his hands, which pulsate from pink to red.

Lunchtime and Ben is on line at the bank. He notices a pregnant woman behind him and lets her cut ahead of him. Ben sees that the tellers are very tense and something is happening. Sirens go off. Bank robbery in progress with two masked men. They each grab a hostage, with the man closest to Ben snatching the pregnant woman. He offers himself instead and the masked man says, “Beat it, Grandpa.” With superspeed, Ben pummels the guy in the face (knocking him out) and takes his gun. Ben turns to face the other masked man in a standoff. At the last second, the masked man’s gun is wrapped in webbing – the Webmaster is on the ceiling. He yanks on the webbing, pulling the crook towards him. Webmaster wraps both robbers for the cops.

Ben tries to sneak out with the rest of the bystanders but Webmaster grabs him in a web and swings him to a rooftop. Webmaster spins more web around Ben, who uses super-strength to break free. Taken aback, Webmaster says, “I thought so.” Webmaster approaches Ben slowly, says, “We need to talk about this.” “Talk about what?” “Oh, come on. You were one of the two guys in that chemical accident this morning, weren’t you?” Ben did not know there was a second guy. “They haven’t found his body – just his clothes,” Webmaster tells him.

A traffic helicopter appears and closes in. Webmaster tells Ben to come back that night, meet on the same roof. Webmaster jumps, spins a web down the block and disappears around the corner. Before the helicopter reaches him, Ben ducks into the building’s stairwell.

Slow fade to evening. Ben comes back to the empty rooftop. Suddenly the Enforcer is there, as is Webmaster. Then Champion flies down. They have Ben bend a steel bar, use heat vision to burn a hole in it, and see what people are doing in an apartment across the street. “He’s you in 20 years,” Webmaster tells Champion. They inform Ben that they are “The Committee,” and are trying to determine if he is hero caliber – or is leaning towards villainy. The Scarlet Siren shows up. She has not been seen of late. “I’ve got a life, okay?” Ben is urged to visit a trustworthy seamstress and get costumed, and come up with a “hero name.” Scarlet volunteers to take him. Webmaster says “Welcome to the first day of the rest of your super life.”

Ben turns them down. This is not his life, this is not the life he wants. He’s comfortable and doesn’t need the stress, the trouble. Webmaster points out that he did stop a bank robbery, with armed gunmen. Ben says that was the chemicals but now he’s in control and it’s not going to happen again. Scarlet hands Ben a phone number. He thinks she’s slipping him HER personal number. Scarlet rolls her eyes. “Men…Put it in your book – It’s the group number that alerts the Committee about a rooftop meeting. Just in case you need it.”

Ben enters his apartment, tosses the mail on the kitchen counter. Another “Welcome to AARP letter.” Ben shakes his head, goes to the bedroom loosening his tie. “What a day.” He looks out the window – Champion streaks through the sky, patrolling the city. Ben closes the blinds and collapses onto the bed.

Another day, Ben at the gym. Cautiously checking to see if anyone is watching, Ben adds 200 pounds of weight to the machine he’s working on. Effortlessly moving them, he adds another 200 pounds. That is almost as easy. When he adds another 200 pounds, it’s a slight amount of work. A man approaches and asks if he’s done. Ben leaves that machine but does not reset the weight counter. The man tries to lift the weights and lets out a huge grunt, then checks the counter and says, “Must be broken.”

Ben runs on the treadmill. When the last person leaves the area, he begins to click the settings faster and faster, until the tread is whirring at close to 100 miles an hour. Ben is effortlessly running and slows down only when he sees the treadmill beginning to smoke from overheating. When he steps off and heads for the locker room, he sees a woman in her 20s eying him and smiling. Ben gives a half-nod.

At night, Ben walks towards his apartment building. Hearing a hissing, he pauses. Ben follows a voice into the alley next to the building. In the shadows, he hears Wendell, who appears, moving slowly. “Why didn’t you show up at work?” Ben asks. Wendell lurches forward. His arms and legs have turned into tentacles – we now flash back to see him biting into the apple, seeing the half-worm, looking up just as the train car is immersed by chemical fluid and he gets doused. In the sequence, Wendell watches as his arms and legs glow and turn into wormy tentacles, as the worm’s DNA is merged with his. “Why me? Why not you?” Ben shrugs, “An apple a day…” Wendell does not advance further. “This is not over.” Wendell backs off and disappears down the alley.

Rooftop meeting. Ben paces. Webmaster says, “Well, we warned you.” Scarlett tells him it’s time to take things seriously. Ben nods. She’ll take him to the seamstress.

Scarlet has the ability to transform – after she changes from her costume into street clothes to accompany Ben, she also changes her hair from red to brown. “Now I’m Scarlet with two Ts,” she tells Ben.

In a small seamstress shop with a tiny TV, an elderly woman measures Ben. Looking him over, she says, “Grey.” He says, “Thanks.” She shakes her head, “No, you will look good in grey.” Scarlet says to trust her. Ben looks at the evening news anchor – it dawns on him, from the voice and face. “My God, it’s Champion!” Seamstress looks at TV and says, “It’s Richard Golden, the anchor man.” Ben sputters and turns to Scarlet. “Ordinary people don’t see it,” she says.

Ben, at work, gets a package from NEW MAILROOM GUY (much younger). It’s the uniform – he checks to make sure that’s what it is and quicky stashes it in a desk drawer.

Ben, walking to a neighborhood store, sees an apartment building on fire. He changes into his (new) uniform and clumsily breaks the top off a fire hydrant and directs the water flow to put it out. Ben barely saves a woman who topples out a window and gives his “hero” name to her as “the Grey Guardian.” At people start to gather at the scene and fire engine sirens grow closer, Ben runs away (with one big jump over a fence) as a news truck arrives, shooting video as he disappears.

Jump-cut to a shack in a junkyard. Wendell watches Richard Golden, anchorman, covering the debut of the Grey Guardian, “our city’s newest hero.” Wendell spits out some food and chuckles, “Goldman.”

Have a late night snack at home, Ben’s cell phone rings. Enforcer: “Meet me in 20 minutes. You know where.” Rooftop lecture on heroes and villains: “for every hero, there is an equal villain…” theory. Webmaster chimes in, listing some of the villains they’ve fought. Ben tells them about Wendell. “Wait – and you didn’t grab him?” “And do what?” Webmaster to Enforcer: “This is what happens when we don’t give out the master list – Rikers Unit 1313 for supervillains.” Enforcer orders Ben – if Wendell contacts Ben again, neutralize him and call for backup.

Rikers Unit 1313 – special cells for special prisoners. Plexiglass cells, electrified cell doors, liquid oxygen being pumped into cells. Gambit’s cell is reinforced with fire retardant materials. Gambit sits, reading a virtual newspaper on a monitor, using verbal commands (Turn page, go to Web site. Computer tells him “the nuclear site is blocked.”) Gambit sighs. Wendell’s voice through the air vent – “Soon.” Gambit’s ears pick up, he maneuvers his chair under the air vent, casually checks the VIDEO CAMERA the guards use to monitor his cell. “When?” “Soon…can you tell the others?” “I’ll spread the word. Who do you want?” “The new one… he is all mine.” Gambit smiles. “Can’t wait to meet you.”

Ben comes home from work, yawns, stretches. He sits on the couch and flips around on the TV after eating a frozen dinner. His cell phone rings. “Meet me on the corner of 10th and Steiger in 20 minutes.” Click. Ben stares at the phone. It rings again. “In costume.” Click.

Ben, in costume, emerges from the shadows of an alley, below the street signs reading “8th Avenue” and “Steiger Street.” Ben looks both ways, sips from a cup of coffee. He has a second cup in the other hand. From the fog on the street comes the Enforcer’s Armed Vehicle. It stops in front of Ben and the top slides back. The Enforcer stands, in the driver’s seat. “Join me.”

Ben gets into the Armed Vehicle, it closes up and shoots down the street. Ben yawns. He offers the Enforcer the other cup of coffee. “I never drink the stuff.” Ben is exhausted after a full day of work. Enforcer has multiple video and audio streams running inside the car. “How do you keep track of everything?” Enforcer: “Multi-tasking.” “Without caffeine?” “Adrenaline works better.”

Street camera surveillance camera shows a mugging – Enforcer gets address, which is local. He opens the top and prepares to exit. “Stay here – watch the car. Don’t touch anything.” Enforcer EJECTS himself into the sky, launches a motorized parasail that shoots him towards the mugging site.

The top of the Armed Vehicle closes automatically. Ben watches on a monitor as the Enforcer swoops in on the mugger, who brandishes a gun. Enforcer uses metallic magnets to suck up the bullets from other targets. Ben begins to nod off, when a LOUD ALARM sounds. He splashes his coffee all over the interior of the Vehicle. Police report that supervillain Elastic Al is breaking into a Park Avenue jewelry store.

Ben sees that the Enforcer is still dealing with the mugger, who has dodged into an abandoned apartment building. Ben switches to another monitor, and watches Elastic Al stretch himself throughout the store, swatting police officers with various displays while snatching jewelry. No heroes are on the scene.

Reluctantly, Ben moves to the driver’s seat and starts the Armed Vehicle. “Drive engaged,” announces the car. With limited experience behind the wheel of the sleek vehicle, Ben careens with parked cars but manages to get the Armed Vehicle to the site of the robbery. Police officer on the scene: “Great, the Enforcer is here! He’ll get Elastic Al back to Rikers!” The top of the Armed Vehicle opens and Ben pops out, in costume. Same officer: “What the….”

Ben fights Elastic Al but can’t get the upper hand. Unable (and unexperienced) at using the full extent of his powers, Ben is overcome and left lying in a heap next to the Armed Vehicle as Al escapes. Luckily, as a TV truck pulls up, the Enforcer arrives and zaps all electricity from their truck. So Ben can retreat without being seen laid low. Enforcer tells Ben, “Thought I said to stay in the car.”

Later that night, in a local bar. Ben drinks for solace, watches report of his failure. Turns out someone shot footage on their phone and put it on the Internet. Patrons in the bar laugh at the “Grey Dunce.” Ben flexes his sore arm. “Sucks, but it happens.” Scarlet arrives, tells him it goes with the territory. He asks about her life…they wind up at her place.

Scarlet lives downtown in a small, one-bedroom apartment. Unlike Enforcer and Champion, she did not find a wealthy vocation and has a government salary. Ben is stunned. “You can do that?” “Yeah, if you don’t want a day job.” They share a nightcap and fall into bed.

Ben wakes up, realizes he does not have a change of clothes to go to work. Scarlet checks her closet, with some clothes that Champion had left. They will fit on Ben, snazzier than what he usually wears. Champion has on/off relationship with a coworker (Leslie Sloane). During the “off” time, they were involved, but Champion was never “fully there” for Scarlet. Scarlet does not want to make formal plans to get together again.

Ben trains harder in the gym, quietly adding more weights. Gaining more confidence with his appearance and strengths.

A guy with a flat tire on his truck stops in front of a warehouse. When the guard steps over to look at the damage, the guy whacks him on the head with a sap. The truck’s back doors open – three guys jump out. Two quickly change the tire while the driver and other man from the truck drag the guard back to the warehouse and use his keys to open the doors. Warehouse is filled with expensive oversized flatscreen TVs. They begin to haul them to the truck.

Ben and Webmaster appear – Ben disables the truck while Webmaster spins webs to trap three of the crooks. The fourth aims a gun at Ben and fires – a scary moment until he grabs the bullet from the air with super-speed. “You dropped this.” They wrap up the crooks and Webmaster signals 911 to come pick them up.

Gambit in prison, doing a crossword puzzle. Wendell’s voice through the vent again. Gambit has lined up a few friends who are ready for a “night out.” Wendell says it will be soon.

In a suburban area, a man violates restraining order to threaten his ex-wife. He strikes her once. She cries out for help. Scarlett appears, throws him through the front window of the house. Scarlett comforts the wife, who mutters, “Why do I still care about him?”

Rooftop meeting, with Ben, Champion, Webmaster, and Enforcer. Webmaster is enthusiastic that Ben can work with the others. Enforcer is pessimistic as far as supervillains go. Champion wants Ben to do an interview, so the public can get to know him better. “What’s the point of a secret identity if you do interviews?” “So you’re not just some schmuck in spandex running around,” Webmaster replies. Champion will set it up with Leslie Sloane.

Scarlet and Ben have dinner. Scarlett is being quiet, reflective, asks why Ben’s marriage fails. He turns it back and asks why she never got married and had kids. They eat in silence.

Costumed, Ben arrives in a TV news studio to conduct his interview with Leslie Sloane. They apply some make-up and Leslie introduces herself. “We’ve almost met,” he tells her. Anchor Richard Golden (Champion) walks by. Leslie introduces him to Ben. Champion blows off Ben. They start the cameras – Leslie wants to know why he’s doing this. He says it’s the right thing to do. Is it something he always wanted to do? Not really, he’s a late starter and hopes to do right by people. What about supervillains? Is he going to leave the supervillains to the other, more experienced heroes? Annoyed, Ben says he is confident that the next time he confronts a supervillain, the outcome will be very different. Is he worried for his family? After all, a secret identity is also to help protect loved ones. You don’t have to be a superhero to have secrets, am I right, Richard? Off the set, Champion blanches and quickly moves away. Leslie has a confused look, and thanks Ben for his time – he has already left with super-speed.

Ben sits in a tree in a public park, in the dark. He watches pedestrians below him. Scarlet joins him. She agrees the interview was probably a setup, but that Champion is insecure.

They see a mugging happen below them. “Can you believe that?” Ben jumps down into the running path of the mugger and lets the criminal just barrel into him. Two police officers run into the park, and take the mugger off of Ben’s hands.

Gambit in prison. Wendell’s voice through the vent again. Gambit and his friends are ready for a “night out.” Wendell says. “Everybody will be working on Monday.”

Cut to Ben and Scarlet in bed in the morning, in his apartment. Both of their Hero Alerts go off and they scramble to locate their phones, and get into their uniforms.

Scarlett and Ben convene on the rooftop with Champion, Webmaster, and the Enforcer. By arriving together, and Champion realizes that they’re a “couple” and that Scarlet is the one who told Ben about him and Leslie. Enforcer tells them all to can the soap opera and stick to business.

The Multiplier has escaped from Rikers and will attack the city at any time. They are going to split up and call in when he chooses a target. Champion will take the financial district, Webmaster has City Hall, Enforcer dibs the airport. Scarlet will protect his ex-wife. They look at Ben – he will be positioned at the United Nations, where diplomats from around the world are gathering for an international conference. In case Multiplier is looking for people to kidnap and hold for ransom.

Ben on the roof of the U.N., hearing reports from the others – all quiet thus far. Ben sees a man approach the U.N. and assault a guard. Champion and others are on their way.

Ben jumps down to the street, confronts the man, who splits into two versions of himself, then four versions, then six (the maximum). They surround Ben and all take out lead pipes from their jackets. They converge and attack Ben, who holds own until others arrive to even the odds.

Back at Rikers, in the Special Unit, two guards watch monitors of the criminals in their cells. They also watch the heroes fighting the Multiplier on TV. There is a noise through the air vents. They look up – tentacles hurl the metal vents directly at them and knock them out. Wendell slithers out through the vent and stands before the master lock controls on the cells. “Showtime.” Wendell releases Elastic Al, Gambit, and She-Devil (a satanic-looking yellow beast). Gambit asks Wendell, “You have any request?” Wendell tells them to “leave the new hero for me.”

Elastic Al slides under the door of a bank and lacing through the tumblers and opening the vault.

She-Devil heads for an auto dealership and drives off with an expensive sports car.

Gambit plants himself on the steps of City Hall and begins hurling firebombs at any vehicle that approaches.

At the U.N., Enforcer hears all the emergency calls coming in through his helmet. The Multiplier is dispatched (all the units merge back into the central figure and are placed in a specially-designed molecular holding tank).

Webmaster will handle Elastic Al, Scarlett will deal with She-Devil, and Enforcer and Webmaster will tackle Gambit.

Last emergency call: Some kind of creature closing in on the chemical treatment plant: Ben knows it’s Wendell. He’ll handle that one.

Elastic Al stacks bags of cash outside the bank. Several of the bags are snagged with webbing and fly into the air. When Al looks up, he is clobbered in the face with them, flying into the façade of the bank. Webmaster comes down and tries to cover Al with webbing, but Al spaghettis his way out.

She-Devil drives down a main avenue. A manhole cover flies through the windshield. The car jumps the curb and hits a hydrant. She-Devil stumbles out. Scarlett is waiting. “Bring it on!” They sprawl into the street, with vehicles dodging out of the way.

Gambit sees the Armed Vehicle approaching and lobs a mega-charge at it. Champion freezes the blast with icy breath. Gambit counters that by hurling G-force charges at Champion, driving him high into the atmosphere. Enforcer hooks Gambit with a polarized tracking boomerang and yanks him off his feet. Gambit aims G-charges at Enforcer, who ducks. A statue in a nearby park explodes from the force.

Wendell heads from the Chemical Plant, hauling a train tanker of chemicals. Ben confronts him. Wendell explains that he is going to release the chemicals in the city on normal citizens, to create more creatures like him. “That won’t change you,” Ben says. “No, but with more freaks like me, I’ll be perceived as “normal” again,” Wendell answers. “That’s crazy,” Ben says. “Try and stop me.”

Ben advances on Wendell, who wraps his left talon around a steel girder and smacks Ben clean in the chest. Ben hurtles backwards into the rail yard.

Jump-cuts to the other heroes and villains battling around the city – Gambit holding off both Enforcer and Champion, mostly by wrecking havoc on the cityscape and them staving off citizens from danger. Gambit does not see that he is being pushed towards the waterfront.

She-Devil and Scarlett fight tooth and nail – Scarlett has a long gash on her cheek and side, while pulling out a large chunk of hair from She-Devil’s mane. The villain does not see that Scarlett is fighting her towards the waterfront as well.

Elastic Al does not see that Webmaster has spun a solid wall of Web – and uses it to swat Al all the way to the waterfront.

Suddenly, the villains realize that they have been corralled into one space, so that their advantage has been neutralized. A Coast Guard vessel from Rikers Special Unit roars towards the shore, ready to grab the villains as they fall. A massive free-for-all battle erupts, as the villains are herded down a deserted pier. Enforcer: “Stick to the game plan.”

Crawling, a very injured Ben moves towards the gate of the chemical waste treatment plant. Wendell rips up another piece of track and moves closer to Ben. Before Wendell can swing it, Ben rolls away. But Wendell has a piece of track in his other tentacle and smacks him back down to earth.

“Looks familiar, why did you choose this place?” Ben says. “To remind you of all the normal times you had?” Wendell hisses, “It’s the last place where I was normal.” Ben shakes his head. “You were never normal, Wendell. We both know that.” There is a rumbling behind them. Ben: “Ah, the 8:25 to Penn Station, right on schedule.”

There is a LIRR train in the distance, but the conductor is backing it up the tracks, due to Ben and Wendell fighting. “Then they shall all watch you die,” Wendell says. Ben shakes his head. “You forgot one thing.” Wendell thinks for a beat, then his eyes widen. Wendell turns, too late, as the robot train smashes directly into him. The train begins to derail and the tanks start to rupture. Plumes of steam rise into the sky.

When Wendell tries to flee, Ben squeezes the track – two tracks close on Wendell’s leg tentacles, trapping him. The steam begins to rumble, then smoke. Ben takes a deep breath and flies into the sky as Wendell lets out a howl. The chemicals envelop him in a massive explosion – Wendell is vaporized.

On the waterfront, Elastic Al has been literally bounced and swatted into a container on the Coast Guard ship. When the sailors give the all clear signal, Champion grabs She-Devil by a tuft of fur and hurls her into a containment crate as well.

That leaves Gambit with four heroes. Before he can issue another blast, Enforcer has lassoed his arms together and Webmaster has covered them in webbing. Scarlett then closes in and knees Gambit in the balls. Doubled over, Champion tosses Gambit into the last container crate and the sailors seal it up.

Heroes turn when they hear – and see – the plume from the chemical explosion. “Ben,” Scarlett gasps. “I’m on it,” Champion says, zooming off.

Ben uses his super-breath to suck up as much of the poisonous cloud as he can, but he doesn’t have enough draw for all of it. Champion flies in. “Might if I join you?” Champion sucks in the lions’ share of the cloud. He points into the sky but Ben shrugs. Champion motions, “Follow me,” and together they fly into deep space away from Earth and blow away the vapors.

Champion and Ben return to New York, land on the rooftop, to meet up with Webmaster, the Enforcer, and Scarlet. Enforcer says it was an honor to work with him, hope they can do it again soon. Webmaster gives Ben a high five. Champion says, “Now that we’re done making news, I’ve got to go report it” and flies off. Ben smiles at Scarlet, who gives him a hug.

Fade to morning, Ben’s apartment. Ben makes toast and coffee. It is clearly some time later as Ben’s facial bruises have healed. The TV news report is on the latest adventures of the heroes – Enforcer took down the Blaster and Webmaster battled Omnicia. Both were successfully returned to Unit 1313.

Ben brings a breakfast platter into the bedroom, where Scarlet is still relaxing, her facial lacerations healed. She asks if Ben really has to go to work. He says yes, he has to protect his secret identity, after all. So Ben is on board finally, with the “hero thing”? If fate was telling him it was time for a change, then yes, he’s on board. Going through the mail, he once again tosses the AARP flier into the trash. That’s not all that’s changing, Scarlet adds – how do you feel about superkids? Ben raises an eyebrow.

Camera sweeps back out the bedroom window, up to the skyline, and up up into the sky…