X-Factor have caught Tower lurking about their base and chased him all the way to La Guardia Airport. Tower gets into a scuffle with X-Factor, taking the brunt of the blows from Beast, who has his own score to settle with Tower.
Tower flees the scene quickly, only to be caught up with Frenzy, sent by the Master to check on his progress. His job had been to acquire Arthur Maddicks. Frenzy relieves Tower of his duties, with orders that he is to “report to the Master immediately”.
Back at the X-Factor base, Beast is pleased with his round of training and proclaims “the new, ‘old’ Beast is one hundred percent fit and ready for action”. In the changing room, he has a brief pep talk with the young Rusty, who is still having difficulty coping with and accepting his mutant powers.
Rusty is sent off to training with Marvel Girl and Iceman. Marvel Girl wants Rusty to “destroy [Iceman’s] ice bolts”. Rusty begins steadily, but easily got sidetracked by Scott and Arthur (nicknamed Artie by the team) entering the training room that he failed to notice an ice bolt aimed right at him. Rusty implodes in a huge fireball, threatening to set fire to everything in the room. Marvel Girl quickly deflects the fireball away from everyone.
Getting impatient with Rusty, Marvel Girl reprimands him for his “carelessness” and not taking his training seriously enough. Upset, Rusty runs out of the training room, saying he “never asked” to be saved by X-Factor and that they put him here against his will, “surrounded by freaks”. Scott cautions Marvel Girl against losing her temper so quickly with Rusty.
In his office, Hodge receives a call from the “headmaster at Ferreden Boys School”, needing to investigate a mutant situation.
Meanwhile, Scott takes Arthur to an “analysis lab” to learn how his telepathy functions. He instructs the young boy to “pick something from [his] mind and project it on the screen in front of [him]”. Artie picks up on Scott’s thoughts on his mentor Charles Xavier, and then of his estranged wife, Madelyne. Scott has Arthur break contact immediately.
Jean seeks Warren to confide in her concern for Scott. She observes that Scott’s been “avoiding” her and seems moodier than ever. Warren cracks a joke about “Scott ever not been moody” and the two laugh as they reminisce old times. Joking aside, Warren attempts to make a move at rekindling a romance with Jean when he receives a call from his girlfriend, Candy Southern. Warren had put Candy in charge of his responsibilities at Worthington Enterprises but she is feeling the stress his “business holdings are demanding” answers to his recent business decisions (with regards to financing X-Factor). Not wanting to deal with his business, Warren tells Candy she is capable of dealing with them and hangs up on her.
X-Factor is called to assemble by Hodge and they are off to investigate a mutant at Ferreden Boys School. The headmaster has been receiving blackmail from a student (and the alleged mutant) regarding his affair with his secretary. Refusing to go to the authorities and having his affair revealed, and suspicious that the student is a mutant, X-Factor is brought in.
After seeing X-Factor, the fearful student immediately confesses to his pranks. He had been placing electronic “bugs” in every room of the school, and that is how he finds out about everyone’s secrets. A victim of bullying, he just wants to get back at them, and by posing as a mutant, he would rouse fear in other students. He has no desire to be at this school but his parents have abandoned him there to make good grades. Seeing him so scared of X-Factor’s reputation made Jean feel guilty of the impression X-Factor has given humans and mutants alike, and of the cold way she had been treating Rusty, pushing him away from her.
Rusty is running away from X-Factor. He meets Artie on the way out. Artie makes telepathic contact with Rusty and discovers his greatest fear lies in being unable to control his powers and hurting everyone around him. He encounters a mugger, which he scares off easily. Then he meets Frenzy who is unfazed by an attack with his flame prowess.
On X-Factor’s return, Artie anxiously alerts them to Rusty’s falling out. He also projects an image of Rusty in trouble. X-Factor wastes no time in flying off to find Rusty. They quickly defeat Frenzy and take Rusty back to the base.
Jean apologises for the way she had been treating Rusty and the pressure she had been putting on him. Scott apologises for disrupting Rusty’s training session. Regarding Rusty’s encounter with Frenzy, Scott gives a pep talk about how some mutants use their powers for evil and how they need to use their power for good, “to combat the menace of the growing population of evil mutants”. Rusty reconciles with X-Factor, and befriends Artie, the young mutant who was instrumental in saving his life earlier that day.