San Diego, California. Marvel Girl levitates the group above the town in an effort for them to sneak on their own airplane, all because their X-Factor uniforms were destroyed in their battle with the Alliance of Evil. With the coast clear, Jean lowers them to the ground and they head for the hangar. They can’t help but overhear a news report on TV nearby, where their foe, Tower, claims they were just trying to protect their friends from the mutant hunters X-Factor. He also notices how the mutants that caught them always show up near X-Factor…
While the onlookers discuss whether mutants are humans or monsters, Beast kicks away a barrel as a diversion and the team heads for the plane. Scott tells Jean to mind-throw the access hatch. Jean doesn’t know which switch to throw. She’s never flown this kind of plane. Impatiently, Scott blurts out: “Honestly, Maddie, you …” Jean throws him an odd look. Who is Maddie? She’s someone who knows how to open a hatch, he replies and does so by breaking the window with his optic blast.
The team enters and, while Jean wonders who Maddie is, Scott silently berates himself for snapping at her like that. Keeping Madelyne from her is bad enough but, during the battle, he was sure he saw a fire display around Jean, much like the Phoenix effect. Maybe Jean is Phoenix after all. He tells himself to stop thinking like that. He’ll go crazy!
Bobby switches on TV for another report of the Alliance and X-Factor. Beast has finally finished repairing the window and Warren can start the plane. In New York, they are in for a surprise as pro and anti-mutant demonstrations, triggered by California’s ‘mutant murder,’ are in progress outside their headquarters. The whole thing is covered by Trish Tilby of W-Arc-TV.
The members of X-Factor see that they are mobbing someone. No doubt some ‘expert’ on the mutant phenomenon, Hank scoffs, until he sees that it’s his girlfriend, Vera. Hank jumps out of the car, intending to rescue Vera, who’s busy being interviewed. Just as she is about to assure Trish Tilby of how harmless mutants are, Hank drags her away and inside where Cameron Hodge already expects them and leaves to make a statement or two. He starts discussing X-Factor’s involvement in the California “mutant murders,” while, inside, Iceman wonders whether P.R. men aren’t supposed to make their clients lookbetter?
Their charges, Rusty Collins and Artie Maddicks, join them and offer the group sandwiches. Scott curtly tells them he’ll pass. There’s a phone call he must make. Jean wonders what’s wrong with him. Why can’t he be civil to some kids who worship him?
Across the Hudson River, on a hazardous waste facility, two bizarre looking mutants - Glow Worm and Bulk sift through the waste. Bulk has found a rat and wants to keep it. Glow Worm reminds him that the animal is going to die should he do that, just like the other pets. A group of men find them. Egged on by X-Factor ads, they decide to save a few bucks and kill the muties themselves. The two mutants flee.
As they enter a tunnel and return to their hole, Glow Worm complains that that’s the fourth time this month. Always those hunters are shouting about X-Factor. He changes the subject, asking Bulk how his mouse is. Dead already, his companions realizes. But, he used to be able to keep them longer. Why do they die so fast now? Glow Worm reminds him that neither of them has been feeling too well lately. They are irradiated. He continues that he doesn’t mind dying, but their deaths should mean something. Bulk wonders why they are always running and Glow Worm takes a look at an X-Factor flier. He has just found a worthy cause…
Outside the X-Factor complex, the people are still protesting. Inside, Cyclops has made several phone calls to friends and neighbors in Anchorage. To no avail. Nobody knows where Madelyne has gone. She just disappeared. Scott knows that he is the one to blame. And he also knows that he finally has to tell Jean… to see her walk out of his life, just like Maddie did.
Below in the training room, the other four X-Factor members are gathered for a playful practice session: a game of tag to hone Jean’s senses. Jean is “it” but she tells her teammates that she has some questions for them as they start. She confronts Iceman with the statement that there is someone else in Scott’s life, isn’t there? Another woman, she insists, as she telekinetically deflects Bobby’s ice missile on Angel, who was trying to sneak up on her. Angel stalls and Jean presses the point. Is Scott still in love with Phoenix? Beast denies this vehemently and Jean telekinetically manipulates her own body to kick him in midair and takes him out.
Who is her rival then, if not Phoenix? she asks Bobby and Angel, while deflecting Bobby’s attack onto Warren. Scott called her Maddie. Who’s Maddie? Is she Scott’s girlfriend, she asks. Not exactly, Bobby stutters. Jean breaks his iceslide, causing him to fall. The penny’s finally dropped. Scott is married and they have all kept it from her! Angrily, she runs off. Hank urges Angel not to go after her but Angel ignores his advice.
Meanwhile, in the Morlock tunnels, Glow Worm and Bulk wade through the water. Even the Morlocks reject them. That’s because they are dangerous, a pretty teenage blonde tells them. They wonder if she is a Morlock, as she is pretty. Usually, Masque distorts all Morlocks’ features. The girl introduces herself as Skids and explains that she is a Morlock all right, but Masque’s power doesn’t affect her. His changes skid off her, just like their radiation. Glow Worm asks her to tell the other Morlocks to stay out of their way. They are cutting through the Alley to a rendezvous with destiny… and they are taking X-Factor with them.
Back at X-Factor’s, Rusty hesitatingly enters the training room, which is now a frozen mess. He nervously asks Hank and Bobby what would happen if those reporters found out he was there… the government is still after him for what he accidentally did to that lady. Bobby diverts his attention by pointing out all the ice. They’ll be likelier to spot him than Rusty, he jokes. Rusty melts the ice away and Iceman jokes that they ought to team up. He’ll make the messes. Rusty can melt them.
An agitated Artie suddenly joins them. The mute boy shows them a mental picture of Glow Worm and Bulk. The four of them and Warren join Scott, who is looking outside the window. As if on cue, Glow Worm and Bulk arrive outside, calling X-Factor out. If they won’t come out, they’ll rip the building down. X-Factor has to stop them, Angel decides, before someone gets hurt. But their mutant hunter equipment is a sham, Vera Cantor, who has joined them with Cameron Hodge, points out. They will have to use their powers. And intervening as X-Men might link them more closely in the public eye with X-Factor. It would be odd if mutants stepped in to save mutant hunters, so what should they do? And where’s Jean, Angel wonders. She hasn’t answered her beeper. Scott tells him to forget Jean, but Warren insists that he might have an idea, and they need Jean for that.
Below, Jean angrily sulks in the corner of an empty basement. When her beeper goes off, she smashes it.
Outside, Glow Worm and Bulk are shot at by the cops, while the crowd wonders why X-Factor isn’t doing anything. Nearby, Cyclops, Beast and Iceman, in their Superhero uniforms, have exited the building via a manhole and are now some distance away from the crowd. Neither of them is overly happy with the plan or the situation.
Inside, Artie has helped Angel locate Jean. What does he want, Jean demands. Does he have more half-lies he wants to tell her? More nasty little secrets? A few more, he guesses, Warren answers with unaccustomed honesty, but that will have to wait. Scott and the others are in trouble and it’s up to the two of them to bail them out.
Cyclops, Iceman and Beast run toward Glow Worm and Bulk, shouting pro-mutant anti-X-Factor slogans. ‘X-terminate X-Factor,’ Beast shouts. The public gets excited, recognizing the mutants from the California murders, and Trish Tilby repeats Beast’s line, dubbing them X-Terminators as she describes the situation.
Iceman, Cyclops and Beast seemingly try to help Glow Worm and Bulk, while actually keeping them from damaging the X-Factor headquarters or injuring the humans, a fact that’s not lost on the two irradiated mutants. They attack the ’X-terminators,’ telling them to leave. This is their fight alone. The humans don’t understand why the mutants are fighting each other. And where is X-Factor? Bulk tells Beast to get away. They want X-Factor to get sick like them, but not fellow mutants. Beast understands that they are radioactive and tells his teammates. Cyclops orders Iceman to freeze the street beneath them. He uses an ice column to raise the ground with them, getting them away from the humans.
Suddenly, the members of X-Factor leave the complex - five mutant hunters to Cyclops’ surprise. Rusty, Vera and Hodge are subbing for the three other members. Glow Worm attacks with a force ball and Jean points a weapon at it, while actually containing it in a forcefield. Warren tells Rusty to hit them with his flame thrower and Rusty uses his pyrokinesis in combination with the ice, making steam appear to blind the crowd, which enables Jean to teekinetically grab them. A mutant-gravity disruption web,’ Cyclops exclaims.
X-Factor moves in after the ‘X-Terminators,’ causing Iceman to do a Wicked Witch of the West imitation until Beast tells him to stop hamming. He too shouts that their powers are fading and that they have to flee. Cyclops tells the hesitating Iceman to grab the two radioactive mutants. He hesitates and Beast tells him his children would probably be mutants anyway. So they leave on an iceslide, after exchanging some parting shots with X-Factor.
Several blocks away, the icebridge ends and Cyclops vaporizes it. They lead the others into the sewers. Iceman offers them a place where they can stay and be reintroduced into society. They can’t pass for human, Glow Worm replies. Even the Morlocks don’t want them and they are contaminated, dying. They wanted to make their deaths count for something. They’ve been constantly hounded since those X-Factor ads began. They cannot be the only ones. They wanted to strike a blow against them. All for nothing.
The members of X-Factor realize they cannot help them and do not reveal their secrets. Disappointed, the irradiated mutants leave. Wanting to at least give them something, Beast tells them to watch the papers. They are going to take care of X-Factor.
Back at the complex, Cyclops admits to Angel that this was a great idea. Now all they have to do is work on the mutant hunter angle. He turns to Jean, telling her how great she was. Wonderful teamwork, even under these circumstances. Coldly, Jean tells him to cut the baloney. The two of them have some serious talking to do.