Inexperienced, Rusty, Skids, Rictor, Artie and Leech are quickly defeated and sedated by Hodge’s robotic army. Caliban tries to fight off the army by is outnumbered and presumably left for dead.
The news media has reported human casualties in the recent attack on X-Factor. X-Factor’s secret mutant identities hang on by a thread as they have not yet been connected with their mutant alter ego the X-Terminators. X-Factor makes their way back to the complex through the sewers.
Boom Boom returns to the complex. She lets herself in when no one comes to the door. She comes across the rest of the kids being taken away and secretly follows the army, stowing away on their plane. At the same time, X-Factor returns to find the kids kidnapped and Caliban unconscious. Once again, Caliban feels he has let the team down. But he did learn where the army was taking the kids, and insist on being part of the rescue mission.
Boom Boom tracks the kidnappers to the Arlington Interactive Museum of Science. Security identifies her as a mutant and chases her before she has a chance to contact X-Factor. She escapes the guards by crawling into the ventilation shafts where she discovers Rictor being tortured. She scares the guards off with her bombs, and frees Rictor. But they are swiftly captured by Hodge’s robotic army.
Apocalypse prepares his Horsemen for the next battle.