Appearing in "A Change of State - Part II"
- Isbisa (Death)
- Master Mold
- Jack O' Lantern
- Mr. Innocenti (Final appearance)
- Doctor Osbourne (Final appearance)
- Ms. Pearlman (Final appearance)
- Iron Man
- Silver Surfer
- Human Torch
- Mister Fantastic
Synopsis for "A Change of State - Part II"
She-Hulk and her Ufologist clients fly up to the spaceship. When they arrive, they are confronted by the ship's owner Apocalypse! He grabs She-Hulk by the throat and demands to know what is going on. She tells him how she has been confronted by several people who have appeared out of nowhere, and possibly no-when, that just disappear afterward. Apocalypse checks his readings and discovers that he has been displaced in time. He also tracks the power surge to its source, and locks weapons on it!
Professor Sanderson's students quickly send Apocalypse and his ship back where they took him from, before he can fire! This leaves Jen, her clients and her car falling in mid-air! She-Hulk figures that the mysterious opponent responsible is monitoring this, so she yells that they had better do something fast to save her clients; "'Cause if I survive... and my companions don't... you're road kill when I catch you!"
The students quickly summon a bunch of flying heroes, Thor, Human Torch, Silver Surfer and Iron Man, to save Jen, the civilians and the car before they crash. She-Hulk tells Iron Man what is happening, and he manages to track it with his sensors.
The students quickly send the flying heroes back, before they can do anything else. They wonder what they should do now, since Sanderson is still webbed up and unable to advise them.
Back in Sanderson's office, Wheezi is still trying to figure out why she recognizes Sanderson. She is sure she has met him, and associates him with nuclear activity. He denies knowing her, or having any background in atomics, and continues to flirt with her. Sanderson hoped that the charm would distract her, but he is worried that she will soon figure out the truth about him.
The students observe Sanderson's nervous expression, and figure that Wheezi is close to discovering something from his evil past. They decide to provide a distraction, hoping that he'll be grateful. They teleport in the Hobgoblin, whose attacks nearly kill Sanderson and the women. Sanderson yells at his students to get the Hobgoblin out of there now! They do so quickly, and realize they've made matters worse by forcing Sanderson to admit his role in this, and give away the student's involvement as well. The students hope to make it up to him by bringing in someone smart enough to free him from the webbing... so they bring in Reed Richards! Sanderson is furious, knowing that Richards is smart enough to figure the situation out quickly. As She-Hulk returns, he yells at the students to get rid of Richards. As Richards fades away, the webbing finally dissolves. Wheezi tells Jen that Sanderson is the villain behind everything, and he dives behind his desk to escape her. Before She-Hulk can reach him, the students summon an army of villains to stop her: Juggernaut, Rhino, Armadillo, Jack O Lantern, Sabretooth, Caliban and Master Mold! The villains end up fighting each other as much as She-Hulk, but it still provides Sanderson an opportunity to escape. He rushes out, knocking over the Ufologists. Wheezi sees him retreating, and tells She-Hulk, who gives chase.
She pounds her way through the wall, and finds Sanderson's teleporting device. She-Hulk smashes it, and all the villains fade back to their own time periods. Jen then grabs Sanderson and demands an explanation. Wheezi has finally recognized him... he's Isbisa, a mad scientist from back in her hero days. Isbisa breaks down sobbing, telling how he got left in limbo after that, unused and forgotten. He saw how Wheezi managed to make a comeback, and he decided to try and do the same. So he created the device to tap into the power behind the 4th Wall, hoping to restart his career. His students were only involved because they were fans of She-Hulk, and wanted to see her face opponents that were worthy of her. Jen actually feels sorry for Isbisa, but tells him he'll have to go to jail anyway. Isbisa says he'd rather have oblivion, because in oblivion he still has hope! He then activates a personal teleporter and disappears. Jen's Ufologist clients then announce that they are going to relinquish their study of UFOs in order to study the power behind the 4th Wall. They plan to hire the students to assist them. She-Hulk just shakes her head and says that Byrne would never have done anything like this to her.
- A Number of characters in this story are pulled forward in time from previous points in history, sometimes mid-story. They are returned to their proper place in history with no memory of these events:
- Apocalypse appears here between Classic X-Men #25 and X-Factor #5.
- Armadillo appears here between pages 7 nd 8 in Captain America #308.
- The Hobgoblin appears between pages 19 and 20 of Amazing Spider-Man #250.
- The Human Torch and Mister Fantastic both appear here between Iron Man #159 and Micronauts #40.
- The Rhino appears here between panels 2 and 3 on page 9 of Amazing Spider-Man #43.
- Caliban was pulled out of time between Uncanny X-Men #148 and Uncanny X-Men #169.
- Jack O'Lantern between Machine Man #19 and Peter Parker, The Spectacular Spider-Man #56.
- Juggernaut appears here between pages 11 and 12 of X-Men #102.
- Iron Man's appearance is between Tales of Suspense #96 and 97.
- Thor between Thor #378 and 379.
- The Silver Surfer between Thor #193 and Fantastic Four #121
- Sabretooth appears here between Uncanny X-Men #213 and 219.
- Lastly, Master Mold appears here between Power Pack #25 and Marvel Comics Presents #18.
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