The Marauders have invaded the Morlock Tunnels, killing the Morlocks in sight.
Several miles away, Angel, Marvel Girl and Skids are transporting an injured Rusty back to the X-Factor complex. While Cyclops, Beast and Iceman go in search of Artie, they encounter a couple of Marauders on a killing spree. Cyclops acts swiftly, causing a “cave-in” to block the attackers, saving the Morlocks in their presence.
Skids freaks out when she sees Angel talking to Cameron Hodge about getting a doctor to see Rusty and realises that he and Marvel Girl are part of X-Factor, the notorious mutant hunters. Skids tries to escape but Marvel Girl manages to restrain her as it is not safe for her to return to the Morlock Tunnels. She convinces Skids to stay for Rusty’s sake.
Meanwhile, Artie is on his on quest in search of Rusty, accompanied by Leech and Caliban. Caliban takes the lead when he is attacked by Sabretooth. Leech pushes Artie into a hole to hide. Cyclops, Beast and Iceman pass by. Cyclops sees Sabretooth hurting Caliban and knocks him out with an optic blast. Beast urges him to leave Sabretooth aside to help the other Morlocks in need of assistance. In their haste, they fail to notice Artie hiding with Leech in the hole nearby. Artie and Leech drag the unconscious Caliban into the hole. Sabretooth awakens and hounds them in the hole.
Freedom Force is putting forth their own agenda to expose X-Factor as the mutants known as the X-Terminators, by linking Warren, publicly known as “The Angel”, the “evil mutant”, as the financial backer of X-Factor, on public television. Candy Southern, newly appointed “Chairman of the Board” of Worthington Enterprises, is immediately alerted to the revelation. She adjourns the meeting and flies to New York to speak with Warren.
A doctor is tending to Rusty when Warren hears the expose on television.
Back in the Morlock Tunnels, Cyclops, Beast and Iceman are still defending the Morlocks against the Marauders. When the coast is clear, Artie leaves the safety of his hiding place to find X-Factor to save Caliban’s life.
Rusty’s condition is stable. Warren confides in Jean of his poor choice to gamble X-Factor’s reputation by being its financial backer. He is tired of the premise of X-Factor built on lies, of “chasing after a dream”. Jean has the opposite opinion, that X-Factor has given her a new lease of life after her supposed death and Scott had moved on and married someone else. Jean dwells on her conflicting feelings for Scott. Warren tries to comfort Jean with an embrace when Candy walks in and gets the wrong impression. Candy storm out on Warren. Jean advises Warren to go after her. But Warren decides to help Jean save the man she loves.
Apocalypse makes the mutant known as Plague, his first horseman, Pestilence.
Marvel Girl and Angel reach the rest of X-Factor, only to find Cyclops and Beast injured. With Iceman’s help in securing a safe escape, Marvel Girl takes Cyclops and Beast back to the complex. Angel goes in search of Artie, but ends up sacrificing himself to the Marauders to save Artie.