- I must obtain Thumb's device. There is but one person on this planet who could devise a way to counteract its effects - me!
Appearing in "Inner Circle"
- Squadron Supreme
- Blue Eagle
- Dr. Spectrum
- Power Princess
- Tom Thumb
- Whizzer (Main story and flashback)
- Ape-X (Joins team)
- Dr. Decibel (Joins team)
- Foxfire (Joins team)
- Lamprey (Joins team)
- Quagmire (Joins team)
- Shape (Joins team)
- Amphibian (Leaves team)
- Golden Archer (Main story and flashback) (Leaves team)
- Lady Lark (Main story and flashback) (Leaves team)
- Phillip Jones
- Katrina Jones
- Drusilla Jones
- Andrew Jones
- Madeline Stewart
- Tina Stewart
- Crowley (Arcanna's cat)
- Master Menace
- Mink (First appearance)
- Remnant (First appearance)
- Pinball (First appearance)
- Squadron City (First appearance)
- Professor Imam's Temple of Contemplation
- Squadron Supreme aircar
Synopsis for "Inner Circle"
Standing above the crater that contains the Squadron's new Squadron City headquarters, Arcanna casts an illusion spell that masks its presence from the outside world, watched by Hyperion, Tom Thumb, and her family. That done, Hyperion and Arcanna fly the others down into the city, where Arcanna talks to the Whizzer's wife Maddy about Whizzer's guilt about his seeming cowardice when facing the Institute of Evil. Hyperion flies Tom to the lab complex, where Ape X is at work adapting some of Tom's designs. Tom gets resentful until she praises him as a genius.
Elsewhere, Amphibian and Shape are filling the city's artificial lake and Amphibian, who was the only one who opposed the Behavior-Modification Program for criminals, is asking Shape if the process has affected him badly, but is frustrated that he and the other modified recruits are unable to speak up against it. Hyperion lands to talk to them and Amphibian angrily says they should call the lake Fake Lake, because of his outrage that their new headquarters is so far from any real body of water. Hyperion says Amphibian was outvoted on its location and he bitterly replies that him being outvoted has happened a lot lately.
Hyperion is concerned that a lot of the Squadron haven't been themselves, including Lady Lark and Golden Archer. He checks on Foxfire, who was supposed to be supervising supply deliveries with Lady Lark, but finds out that Lady Lark rushed away to be with the Archer.
In the hospital where the Archer is recuperating from his injuries, Lady Lark smothers him with affection - a result of the behavior-modification he used to make her love him. After she leaves him, she herself wonders why she's so crazy for him. She's approached by her ex, Blue Eagle, who demands to know what's behind her change in emotions toward the Archer. she rebuffs him and sends him flying with a sonic scream. As he recovers, he realizes what's happened to her.
In his hidden base, Master Menace watches news reports about the B-Mod device and is desperate to get hold of a device so he can learn how to counteract it. He goes to see Mink, Remnant, and Pinball, who have holed up at his base to avoid being modified. They ask if he will send them to another world to avoid that fate and he agrees, sending them to Earth-616. He refuses to leave himself, saying it is his planet.
The Squadron meet and discuss various subjects, including a prison governor who has refused to allow Behavior-Modification in his prison. Amphibian angrily speaks up in the man's defense, but is ignored. The Squadron then votes on whether to fully induct the Behavior-Modified Institute members into the Squadron. The vote is four in favor (Power Princess, Doctor Spectrum, Tom Thumb, and Arcanna) and four against (Whizzer, Blue Eagle, Lady Lark, and Amphibian). Hyperion casts the deciding vote in favor. Blue Eagle speaks up with some new business - he accuses the Archer of Behavior-Modifying Lady Lark to love him and thus committing high treason. Blue Eagle points out that Tom Thumb built a memory into the B-Mod machine, and Tom admits he found out the machine had been used on Lady Lark, but couldn't tell by whom. They bring in the Archer, who admits what he did and then debate what to do about it. They vote, and three vote in favor of no discipline for the Archer (Whizzer, Amphibian, and Spectrum), one for Behavior-Modifying him (Power Princess), and three for expelling him (Tom Thumb, Blue Eagle, and Arcanna). Hyperion casts the deciding vote again, to expel him, and Spectrum angrily threatens Blue Eagle for exposing his friend. Hyperion tells the Archer he's expelled, and in protest Lady Lark quits too.
That night, Amphibian destroys the B-Mod machines, orders Ape X to erase the plans for them and steals an aircar, ditching it in the sea and returning to his beloved oceans.
- The captured members of the Institute of Evil are put through the B-Mod device, suppressing their violent/destructive tendencies. And, in a 5-4 decision, they're then voted in as members of the Squadron Supreme.
- Golden Archer reveals that he used the B-Mod device on Lady Lark in order to make her love him and is expelled from the team.
- Amphibian, angered over the use of the B-Mod device, destroys the only two working models and leaves the team.
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