Within every Hellspawn, a battle is waged. What scraps of humanity can they hold on to? What master do they serve? A withered man crawls among the bugs in a cell muttering, don't let the demons take you. In the alley, a battle takes place within Spawn's tormented mind. Cogliostro is aware of the battle. He has was once a Hellspawn himself and he tells Spawn that he must choose which master he serves. For as long as Spawn lives a life of violence, he serves Malebolgia.

Four street punks, Petey, Bobbie, Frankie and their college-going friend Joey are out for a night on the town. But things have changed. The youths are on the verge of becoming men, and for some men, this change comes with the spilling of blood. After a hit, Joey panics and says he'll go to the cops. Now he must be killed as well, and the task is handed to Frankie, Joey's best friend. It's a test. Kill the potential squealer, become a man.

Spawn and Cogliostro attempt to intercede. Spawn wants the punks gone. Cogliostro

How does one find humanity in an alley? How does one regain one's soul... An abandoned church. Memories rip through Spawn's fragmented mind. Frustrated with his plight, the Hellspawn lashes out, and then turns his rage toward the alley in search of the old man Cogliostro, the man with the answers. The old man, once a Hellspawn himself, attempts to guide Spawn. The old man reveals that he was the Black Knight and was also known as Merlin. He tells Spawn that the curse can be broken, but Spawn must first accept who and what he is, and abandon the red cloak.

Meanwhile, Jason Wynn is doing some investigating of his own. Using his crooked chief Banks, Wynn probes the appearance of a red cloaked man in the alley. Wynn wants the cloaked man found. The cops at the center of the investigation are Sam and Twitch. Bank orders the duo to find the red cloaked man at all costs. But the cops and Wynn aren't the only ones on the trail of the Hellspawn. There is another, a reporter named Lisa Wu.

Sam

Twitch lies wounded in his hospital bed, his memory as shattered as his brain. The blame for the shooting has been shifted to Spawn when in fact the shooter is Chief Banks, a Jason Wynn puppet. Spawn finds sanctuary from the streets with Cogliostro who reluctantly tells Spawn that his scarlet shroud can be used to turn the Hellspawn into any form he requires, including human. In human form Spawn attempts to visit Wanda, but instead, a wise blind woman, Granny, knows that the mysterious visitor is her daughters dead husband. Has he come back as an angel, or curse? Twitch tries to remember who shot him while Wynn reams Banks for botching the hit. If Twitch remembers that the chief was the trigger man, then the cesspool of Wynn's corruption could be exposed. But the walls are closing in. Terry Fitzgerald has contacted NSC investigators and hands over information that could bring down Wynn for good. As Wynn's world crumbles and collapses, an old friend calls in and informs Jason of Terry

Before hell swindled his life, mercenary Al Simmons ventured into the heat of the jungle to retrieve Major Forsberg, a fallen soldier who sought sanctuary in a hidden temple to escape the horrors of war. Sent by Jason Wynn, Simmons mission was to bring Forsberg back to him alive if possible, dead if necessary. It does not matter that Forsberg is a trusted friend. Orders are orders. Simmons betrays his friend without regret. Cogliostro tells Spawn these memories have meaning. They are defining moments in Al Simmons destiny as a pawn of Malebolgia. Spawn claims he did not know what Wynn meant to do with Forsberg, but Cogliostro knows better. What neither is aware of is that Wynn has kept the major alive for all of these years in an opium den, in a cell where Forsberg rots. Now Wynn has come to visit the major in his cell and Wynn wants to know about a mask that was in the temple when he was captured. It is the war mask of Genghis Khan. The mask possesses great power, and Wynn wants it.

The Hellspawn stands closer to his destiny. He lies caught between two forces, Heaven and Hell, a prisoner in a scheme that is not his own. Heaven's bounty hunters appear outside the sanctuary. Spawn learns that if he does not reclaim his humanity, Wanda is in danger because when Spawn made love to her, he made her a pawn in the game, a weapon in the war. Spawn is confused. Cog is enraged.

It is the prophecy. Hellspawn would plant his seed in a human woman. A child would be born. That child would decide the outcome of armageddon. The final battle between Heaven and Hell!

Malebolgia has tricked Spawn again. It was never about him. It was always about the prophecy, and the child Spawn would bring into the world.

Downtown Officers Sam and Twitch are dealing with their own double-cross. Somebody shot Twitch in the head. At first they thought Spawn was the assailant. Now they know it was an inside job. Chief Banks tries to throw up a smoke screen by telling Sam that an investigation is un