In another dimension Doctor Strange fights a strange creature that plans to come to Earth and take it over. However, the creature is able to over power Doctor Strange and throws him through a portal that sends Strange back to Earth. The creature then comes through the portal (as a glowing red orb) and Doctor Strange mentions that if he finds a strong enough mind to posses the Earth will be doomed. The orb then flies into a body but exits after he discovers that the man is not a strong enough host for him. The evil creature then flies into a military base and discovers several war heads and missiles.
At that moment Jennifer Walters and Bruce Banner are at a nearby carnival. Jennifer wins at the game high strikers and the evil alien arrives at the carnival searching for a host body. Jennifer and Bruce then get on a ride called Dante's Inferno. While on the ride the evil alien enters Bruce Banner's body and possesses Banner's mind. Bruce sees the evil alien and attempts to fight him. However, the alien is not really there.
Inside Banner's mind the evil alien watches as the green Hulk and gray Hulk fight each other for control of Bruce's body. However, the alien is able to defeat both Hulks and then begins to erase Banner's memories as he can gain complete control over his body.
Banner then loses consciousness and Doctor Strange arrives and tells She-Hulk that Bruce is in great danger and that he will not survive unless he helps him. Doctor Strange then uses his magic to transport the three of them to his Sanctum Sanctorum. Doctor Strange then tells She-Hulk that he is being possesed by an evil being that plans to destroy the planet unless they can exercise him from Banner's mind. Doctor Strange then says that only by working together can they vanquish the evil being. Strange then uses his magic to transport them into Banner's mind.
Once in Banner's mind Doctor Strange tells She-Hulk that they are at the outer fringe of his consciousness and that he believes the evil alien will attempt to reach Banner's id and that they must destroy the evil being first. Doctor Strange then sees the alien begin to erase Bruce Banner's mind and warns She-Hulk not to let it touch her because if it does she will be erased as well. The evil alien begins to chase them but they are able to make it to safety.
Doctor Strange and She-Hulk then make it into Bruce Banner's fantasy realm. While in there She-Hulk sees several memories of Bruce with Betty Ross. The alien then begins to chase them and Doctor Strange warns that it is getting stronger.
She-Hulk and Doctor Strange then reach the part of the brain that stores Banner's memories. It appears as a barren waste land. The two of them then travel deeper into Banner's mind and end up in Banner's memory of the day he was caught in the gamma blast. Knowing that any dangers they face in Banner's mind could really kill them they get to safety before the Gamma Bomb explodes.
They are once again attacked by the evil being. Doctor Strange attempts to use his magic to shield them but the evil being is able to break through the magic shield. This causes Doctor Strange and She-Hulk to fall into the core of Bruce Banner's mind. The evil alien then appears before them and he has both the green and gray Hulk held captive. The alien is then able to take control of Banner's body and he transforms into the Hulk.
The evil alien then goes into New York City and begins to cause chaos. The military quickly arrives but the evil alien (now calling himself the Dark Hulk) is easily able to defeat them. Back inside Banner's mind Doctor Strange uses his magic to attack the evil alien but the alien is easily able to stop Strage. She-Hulk then attacks the evil alien but she is also easily taken down by the alien.
Dark Hulk remembers the military base from earlier and attacks it. Soldiers attempt to use tanks to stop him but this fails. Back in Banner's mind Doctor Strange and She-Hulk continue to battle the alien. Both the green and gray Hulk are able to then free themselves and they attack the alien.
In the real world Dark Hulk begins to feel like he is losing control of the Hulks body and says that he will not give up his new power. Dark Hulk then makes his way inside the military base and activates a nuclear bomb and sets it to explode in one minute.
Back in Banner's mind green Hulk and gray Hulk continue to fight the alien. The alien is able to get the upper hand on the Hulk. However, Doctor Strange learns that magical bolts he shoots at them the more tired he becomes so Doctor Strange uses him magic to create holographic illusions of himself and She-Hulk and the alien begins to fire his magic bolts at them. The two Hulks and She-Hulk then work together to defeat the alien. Doctor Strange is then able to use his magic to banish the alien to another dimension.
As Bruce Banner regains control of his body he is able to stop the nuclear bomb from exploding with only one second to spare. Doctor Strange and she-Hulk then exit Banner's mind and return to the real world. Doctor Strange then uses his magic to teleport them out of the military base before they are discovered by the soldiers.
Later She-Hulk and Banner took Doctor Strange to the fair where they got him to ride a roller coaster.
|Lou Ferrigno||Green Hulk|
|Michael Donovan||Gray Hulk|
|Neal McDonough||Bruce Banner|
|Cree Summers||She-Hulk / Jennifer Walters|
|Maurice LaMarche||Doctor Strange / Stephen Strange|
|Kevin Michael Richardson||Evil Alien / Dark Hulk|
- After She-Hulk wins the carnival game High Striker she is given an Iron Man plush toy as her prize. Iron Man previously appeared in the season one episode Helping Hand, Iron Fist.
- This episode is loosley based on The Incredible Hulk #370 and #371.
- Doctor Strange was previously voiced by John Vernon in Spider-Man: The Animated Series who also voiced General Ross in this Incredible Hulk cartoon.
- The evil alien was based of a character from the comics called Shanzar.
- She-Hulk's nicknames for Doctor Strange are Dr. Weird, Dr. Bizarre, Dr. Peculiar, and Dr. Stranger.
- Spider-Man briefly appears in Bruce Banner's mind as one of his fantasies. Spider-Man's cameo was included in the episode because the writer of the episode, John Semper Jr., was also the producer of Spider-Man: The Animated Series.
- Coincidently the shot of Spider-Man against the wall of Banner's mind closely resembles the backgrounds of the Ralph Bakshi-era of the 1960's Spider-Man cartoon.