In Anchorage, Alaska, Scott Summers lives with his wife, Madelyne, and son, Nathan. Lately, news about mutant affairs has been distracting Scott and Madelyne is beginning to sense the tension within their marriage, considering that she resembles Jean and he hasn’t been able to get over her.
In New Mexico, Warren enjoys the freedom of the skies. Hank and Bobby have been staying with Warren and his girlfriend, Candy, but are now ready to return back to the urban lifestyle with employment. A little accident with the construction crew working on Warren’s house has the former X-Men leap into action to save them. While Hank reminisces about old times, Warren isn’t ready to go back to living the life of a superhero.
After sending Hank and Bobby off, Warren receives a phone call from Mr Fantastic. News of Jean being alive sends Warren rushing off to meet Mr Fantastic in New York.
Mr Fantastic is at the airport to greet Warren and minimise the bad publicity with Warren exposing himself as a mutant. Warren is escorted to the Avengers Mansion. Warren meets Jean and is later put in the difficult position of contacting Scott. Warren still has feelings for Jean, and when Jean insists on seeing Scott, and Warren is worried that might jeopardise Scott’s marriage. In the end Warren makes that call and Scott rushes off, leaving Madelyne extremely upset.
Scott arrives at the Waldorf-Astoria Hotel and is shocked to see Jean alive. Jean is ecstatic to see Scott, but senses that he isn’t as thrilled to see her. Warren attempts to explain to Scott what happened with Jean and the Phoenix, and how Jean could still be alive. Jean is eager to get back into saving mutantkind but is none too pleased when Warren and Scott tell her that they’ve all quit the X-Men. Angered, Jean storms off. Scott resists going after Jean, leaving Warren to get to her.
Thinking about what Jean had said, Warren comes up with an idea and contacts Hank and Bobby. Hank and Bobby arrive at a waterfront estate in Manhattan’s lower east side. Warren introduces his old friends to his new corporate building, as well as Jean. Hank and Bobby are excited to be reunited with their former team mate and friend.
Warren tells them of another situation involving Scott, who’d disappeared a few weeks ago. The project that they’ve been working on has to include Scott. Hank and Bobby set off to talk to Scott and convince him to give Warren’s plan a shot.
Warren hires a friend, Cameron Hodge, to be their “public relations representative”. Hodge goes on to explain the motive behind X-Factor. On the surface, they apprehend mutants. While the public thinks they simply dispose of mutants, X-Factor is there to help train and rehabilitate them.
X-Factor’s first mission is to apprehend the sailor, Rusty, who had escaped from his detention cell. Under the guise of a profit-seeking organisation to exterminate mutants, X-Factor rescue Rusty and welcome him into the X-Factor family.
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