Rusty and Skids try to outrun Freedom Force. X-Factor follows the mob to track down Rusty and Skids.
In passing for human and hunting mutants, X-Factor become beloved by the majority of humankind, in favour even over the Avengers (humans who have acquired powers). Jean begins to question their morals. Making their way through the crowds, they spot Magneto walking into a building of the Hellfire Club. The team update Jean on the situation where Magneto has become the new leader of the X-Men since Xavier’s death and the disbandment of the Brotherhood. They leave the opportunity to confront Magneto to pursue Rusty and Skids.
Rusty and Skids run into Spiderwoman’s “energy web”. A crowd of human onlookers see the costumed Freedom Force as mutants attacking a couple of ‘humans’ (Rusty and Skids in civilian attire). They start “stoning” Freedom Force with various objects, and the distraction allow Rusty and Skids to escape into the Morlock tunnels.
X-Factor step in to put on a show in subduing Freedom Force, but are unable to do anything as Freedom Force are “federal officers”. Seeing X-Factor let Freedom Force go, the crowd start questioning their motives following an initiation by Trish Tilby’s reporting.
Back at the X-Factor base, Artie senses Rusty’s distress in the tunnels and realises that he and Skids are being chased by Freedom Force. Hodge refuses to help Artie, thus, he ventures off into the tunnels in search of Rusty and Skids himself. X-Factor return to find Artie missing. But Artie had left X-Factor “a drawing -- in marker” to let them know where he had gone. X-Factor quickly transform into their mutant personas, “X-Terminator” to rescue their young charges.
In the tunnels, Artie meets two mutants, Leech and Caliban.
Freedom Force has Rusty and Skids trapped in the tunnels, but “X-Terminator” arrive to drive them away. Rusty is injured and Cyclops instructs Marvel Girl to transport him back to the base for medical attention. Angel shows Skids the way back to the base, while Cyclops, Beast and Iceman go in search of Artie.
Back at the Pentagon, Valerie Cooper lectures Freedom Force on their incompetence. Freedom Force is given one last chance to bring in Rusty.