The Banshee has been searching Central Europe for the whereabouts of Factor Three. He comes across a manmade opening in the mountains but is unable to get past it’s security system. He returns to his rented chalet to contact the X-Men.
Meanwhile, the X-Men are busy searching for any clue as to where Factor Three had taken Xavier. Angel returns from “his look-out mission” but finds only a “saucer shaped vehicle”. Iceman receives the call from the Banshee and alerts his team mates.
An exhausted Banshee is taken captive by Factor Three. Knowing that the Banshee has contacted the X-Men, Factor Three sends “reconnaissance-units” to find out if the Banshee has told the X-Men about them and their whereabouts, and if so to destroy the X-Men.
But all the Banshee managed to send the X-Men was a message: beware the spider.
At that moment, Spiderman wanders into Westchester county on his motorcycle. He stops to explore an old mill when he is attacked by spider-like robot. The X-Men are alerted to the presence of a dangerous mutant. While they rush towards the mill, Spiderman uses the robots blasts against itself, destroying the robot. When the X-Men arrive, Spiderman emerges alone from the mill. The X-Men mistaken Spiderman to be the “spider” that the Banshee had warned them about and attack Spiderman. Realising that the team is no match for Spiderman, Cyclops calls off the attack to reason with Spiderman.
Marvel Girl remained at the mansion while her team mates headed out. Cerebro’s alert seized immediately after they left, which struck her as odd. She also comes across a note from Xavier stating that the Banshee’s headband is fitted with a crystal that would allow the X-Men to contact him using Cerebro tuned to s specific frequency.
When questioned by the X-Men, Spiderman tells them he knows nothing about Factor Three. Cyclops is inclined to believe Spiderman is telling the truth, but the X-Men are still suspicious and tries to capture Spiderman to interrogate him further. Spiderman still manages to elude the X-Men, but in his attempt to escape the mill, Spiderman lands in the river. Cyclops’ signal watch goes off. Marvel Girl contacts her team mates to let them know that the danger alert from Cerebro had stopped, which meant that Spiderman was neither a mutant nor dangerous. The X-Men apologise to Spiderman, who in turn brings up the fact that he had destroyed the spider robotic threat earlier.
After the X-Men return to the mansion, Marvel Girl tells them she has discovered the Banshee’s location. They start planning to escape Xavier. For fear of the safety of the woman he loves, Cyclops advises Marvel Girl to remain behind while they carry out the rescue mission. But Marvel Girl insists on coming along.
Cyclops: “Jean, we’ll be fighting the most powerful threat we’ve ever faced--on his home ground! I’d feel better if you weren’t along--but I haven’t the right to order you to remain behind!”
Marvel Girl: “Nor have I the right to stay--while the Professor, perhaps the entire earth is in deadly danger! (Thoughts.) But I’ll never forget, my darling, how you wanted to shield me--to protect me from harm! And I’ll always love you for it...no matter what!