Carl Maddicks runs “chemo-therapy” and “radiation” experiments on Beast to “reverse the genetic cause of his mutation”, nearly killing him. Carl is carrying out his experiments in secret, in an effort to cure his son, Arthur, who is born a mutant with an obvious mutated appearance.
Carl leaves Hank to recuperate before he begins “phase two” of the experiments. Meanwhile, he has his telepathic son, who had established a mental link with Tower the day before, track and project “everything that transpired while [he] was conducting [his] experiment”. Arthur shows Carl that Tower is currently being defeated by a “mysterious band of mutants”. Carl orders Arthur to “mindlock” Tower so these mutants (unknown to him as X-Factor) cannot find their whereabouts by questioning Tower.
With their identities at stake if they turn over Tower to the police, X-Factor try all means to persuade Tower to talk. They strike a deal to let him go if he talks. When he finally does, Arthur’s mindlock kicks in, putting Tower in “stasis” and unable to speak. But the mindlock doesn’t last for long as Arthur is distracted by the screams of Beast being tested on and breaks contact with Tower.
Tower reveals Beast’s location, and that Carl Maddicks is running experiments on him. Staying true to their word, X-Factor cuts Tower loose and go to rescue Beast.
Back at the X-Factor base, Cameron Hodge is left to run the business. An anxious Vera waits to hear back regarding Hank’s safety. Hodge meets with Senator Thomson. Thomson is a family friend of Warren’s father and “sympathize[s] with the mutant cause”, but comes to deliver some documents that raise his concern “that X-Factor may be doing more harm than good”.
That night, against his father’s orders, Arthur visits a “comatose” Beast to learn more about his would-be saviour. Arthur learns about Beast’s family and friends, of love, and of pain, leaving him in tears.
Outside, X-Factor is preparing to break into Ryan Bio-Chemical. They split into two teams infiltrating from different points, increasing their odds to reach Beast. Iceman and Marvel Girl make up one team on the ground, while Cyclops and Angel comprise the other entering through the roof.
Expecting a break in, Carl has Arthur keep tabs on X-Factor’s progress, while he gathers his papers so they can relocate and carry on the research. So far, X-Factor has remained undetected by security, until a failure on Iceman’s part to locate the alarm system before icing and breaking down a door causes the facility to be on red alert.
Evading the troops, all four members of X-Factor make it down to the basement of the facility where Beast is held. Realising he is running out of time, Carl orders his son to go to the escape tunnel. Arthur refuses until his father agrees to stop his testing and torture of Beast, even if it means a cure to become a normal boy.
X-Factor catch up to Carl, Arthur and Beast. X-Factor find Beast in bandages and unconscious, a result of Carl trying to turn Beast human again. Carl explains that he and Hank used to work together at the Brand Corporation. Carl was at that time trying to steal Hank’s research discoveries for “the criminal organization, The Secret Empire”. When he made the effort to actually seize the formula, it resulted in a fight with Hank who “accidentally ingested the serum” and transformed him into the Beast. The Secret Empire shot and left Carl for dead. As he recovered in the hospital, The Secret Empire was “destroyed” and Carl walked away free to start anew. He started working at Ryan to take care of his now motherless son, and was content until Arthur manifested his mutant powers and the process left him “disfigured...and...mute”. Carl began obsessed with trying to reverse Arthur’s mutation, and thus lands him in his current situation.
By now, security troops have reached the basement “classified as top-secret” with “orders to shoot to kill”. They did not stand a good chance at fighting their way out alive. Carl fears for Arthur’s life if it his secret work is discovered.
In his last act as a compassionate father, Carl instructs X-Factor to take Arthur through the escape tunnels and protect him, as he attempts to hold off security long enough for X-Factor to escape. Arthur is horrified as he senses his father die.
Back at the X-Factor base, Scott finally summons the courage to tell Jean the truth when they are interrupted by Hank’s recovery, and the revelation that Carl Maddick’s experiments had actually worked in reversing Hank’s blue, furry appearance.
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