- 🢐 Jack McGee 🢒
- Alice Morrow (First and only known appearance) (Main story and flashback)
- Louie Shaw (First and only known appearance)
- Joan Roberts (First and only known appearance)
- Ernie (First and only known appearance)
- Molly Margo (First and only known appearance)
- Rosalyn Morrow (Only in flashback)
- Art Philbin (First and only known appearance)
- Al (First and only known appearance)
- Bernard (First and only known appearance)
- Sarah (First and only known appearance)
While working at the Pandemonium Disco as a bartender, David Banner watches several teenagers break out on the dance floor, and among them, he recognizes the star dancer, Alice Morrow. He immediately recognizes Alice as the daughter of an old friend of his. He had helped take care of Alice, and they often read Alice in Wonderland together. His friend had died, and Alice and her mother, Rosalyn, had left David, since they needed to move on. A man comes in and talks to Ernie, the disco owner, and tells him not to bribe anyone in court hearings involving drunken accidents. Everyone leaves, and the disco closes down. The next day, David calls Rosalyn, but only gets secretary. That night, David is back as the bartender at the disco, and he gets his chance to talk to Alice when she comes up to the bar for a drink. She dejectedly watches her boyfriend, Louie Shaw, dance with Molly Margo, another girl, on the floor. David puts her a drink, and the two begin talking, though David doesn't tell her that he knew her when she was really young. Louie finishes his dance, and he comes over and leaves with Alice. David goes to a rehab facility the next day, and interviews an employee there, Joan Roberts, about alcoholism symptoms, saying the knows an alcoholic (Alice). The next night, all the teenagers there are angered that the bartenders are checking their IDs, to make sure that they're all of drinking age. David talks to Alice, who says that she can stop drinking any time she wants, but that she doesn't want to. Louie shows her posters that Ernie made of the dance contest that's happening in a few nights, and that they could win, but she blows him off and he leaves in a huff. After the disco closes down, David goes outside, and hears screams. Molly Margo approaches him, and frantically tells him that Alice is getting ready to jump off of a billboard. He looks up, and sees her, and she is drunkenly hallucinating, seeing her father. David runs into a boarded up entry stairway to the roof of the building where the billboard is, but as he makes his way up the stairs, he hurts his leg on the stairs. Slowly moving up the stairs, the pain finally becomes too much, and David becomes the Hulk. The Hulk crashes through the wall of the billboard, and he picks up Alice and takes her back into the stairway. Alice's friends come up and see Hulk, who growls at them and runs away.
The net day, David finds Alice on a park bench, and he promises to help her lose her alcoholism. She agrees, and they leave to have breakfast. Louie practices for the competition, and he is visited by Jack McGee, who asks him about the alleged Hulk sighting from the previous night. He tells the reporter that Alice was the one ho saw him the most, so they go to see Alice. Meanwhile, David takes Alice an alcoholism support group at the rehab center, and it's lead by Joan Roberts. Though she is stubborn at the start, she agrees to go along with it, and she gains the support of Joan and the other group members. On their way back from the group, they see Jack and Louie crossing the street. Alice says hi, and David walks away before Jack can see him. He presses Alice about attending the competition, and Jack presses her for an interview about the Hulk, so she leaves. They meet her back at her apartment, and he gives her a bottle of alcohol as a gift. She tells him that she can't accept it, and that she needs to stay away from the disco since that is her main source of alcohol. She sends Louie and Jack out of her apartment, and once they leave, David comes out from around the corner and goes in. He convinces her that she shouldn't run from the disco, and that she shouldn't let alcoholism get in the way of her dreams of being a dancer. He says that she can stay away from the booze but still be at the disco, and she agrees to go. Meanwhile, Louie visits Ernie, and tells him to bounce David when he comes in to watch the contest.
The next night, Alice and Louie wait for their turn on the floor, and David coms in. Ernie and his bodyguard take David into the basement, and ask if he knows anything about the court hearings and bribes. Despite David's protests that he knows nothing, they handcuff him to a chair and lock the door to the basement on their way out. Alice and Louie finally get their turn, and they wow the crowd wit their routine. In the basement, David is able to break his cuffs off of his chair. He tries to climb a stack of alcohol bottle boxes, but they fall out from under him and he crashes through the floor. This turns him into the Hulk, and as the Hulk, David crashes out of the basement through the locked door, scaring the crowd. They scatter, and Hulk rips the bar off of the floor and moves it out of place. Hulk tears up the disco, smashing the cash register aginadt a mirror and throwing Ernie's henchman across he room. Ernie throws a chair at the Hulk, but this only angers the behemoth. Hulk catches Ernie before the man can flee, and he tears Ernie's jacket and throws him as well. He turns to the scared crowd, but the chain holding the swinging disco ball to the ceiling suddenly snaps, and it crashes to the floor. This spooks the Hulk, who roars at the crowd and runs out. Jack McGee is waiting outside of the disco to all to Louie and Alice, but the Hulk runs by him, and he chases the creature. Before long the Hulk outruns him, and Jack calls a cab to follow him. The next day, David meets Alice, and she gives him a copy of Alice in Wonderland, with an inscription from her inside. They walk off together. Later, David leaves town.
- David turns into the Hulk 2 times in this episode.
- David is shown to be a friend of the Morrow family in several flash backs.
There are multiple flashbacks that affect the chronology of the following characters:
The opening scene in the disco: David Banner is shown to be an early friend and mentor to a young Alice Morrow.