Bruce Banner, Rick Jones, and Clay Quartermain have made it to Boulder, Colorado. Clay confronts Bruce about his past—the abuse he suffered at the hands of his father. Bruce becomes angry and refuses to talk about it. Clay theorizes that the Hulk is a manifestation of that trauma.
Meanwhile, Betty Ross is in New Orleans, living in an apartment with Ramon. She mentions feeling ill and goes to take a shower.
Night falls, and Bruce transforms into the Hulk. Rick finds it curious that the Hulk seems more focused on finding Betty than locating the Gamma bombs. The Hulk grows angry when Rick attempts to psychoanalyze him, suggesting that the Hulk embodies Bruce’s repressed emotions—jealousy, passion, and rage.
In Washington D.C., the shadowy man introduces himself to a general. This time, he is more definitively revealed to be the Leader. The Leader brings the general under his mental control, expressing interest in the Gamma bomb project.
Clay takes the Hulk and Rick to a S.H.I.E.L.D. safe house in Boulder, hoping to access the S.H.I.E.L.D. computer database. A man and his young son are living in the house. When the Hulk and company break in, the man confronts them with a pistol but is quickly overpowered by the Hulk.
In reality, the man is a S.H.I.E.L.D. agent posing as the boy’s father. Clay recalls that the boy’s name is Alex Woolcot. Alex doesn’t remember his real father—a scientist who developed an incineration ray. Though brilliant, his father was also abusive. After an accident with the ray, Alex absorbed its properties and inadvertently killed his father. Following this trauma, Alex lost his memory after S.H.I.E.L.D. agents made an unauthorized attempt on his life.
Alex became emotionally unstable, and S.H.I.E.L.D. created a new home life for him in hopes of restoring his sanity. In the present, Clay fails to access the S.H.I.E.L.D. database but does gather information on Betty’s whereabouts.
Suddenly, Alex’s powers activate, and he accidentally zaps the Hulk. Enraged, the Hulk seeks revenge. Rick tries to reason with him, but fails.
Meanwhile, in New Orleans, Ramon breaks into the bathroom to find the water running—but Betty is gone.
The Hulk tracks Alex to a nearby carnival and into a funhouse. He smashes through mirrors to reach the boy and is about to strike him when memories of his own father’s abuse surface. Alex sobs, remembering that he killed his real father and fearing he is about to die.
Instead of attacking, the Hulk consoles Alex and returns him to the house. Alex decides to stay and accept the S.H.I.E.L.D. agent as his father.
In the epilogue, Rick takes note when the Hulk calls him by his first name.
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