X-Factor tracks Hodge’s army, The Right, to the science museum where the kids are held. They break into the fortified compound. When Beast questions a guard as to the whereabouts of the kids, the guard commits suicide instead of giving up information. Moving forward with their search, Beast exhibits increased strength since his encounter with Pestilence, but he realises his intelligence is being compromised.
Hodge is in the middle of torture-interrogating the kids when X-Factor intrudes. Hodge and the guards leave to deal with X-Factor. The kids figure out that X-Factor has come to rescue them, and they need to put their heads together to break themselves out of their restraints while they a unguarded.
Fending off the robotic army, Beast walks X-Factor into a trap. X-Factor cannot fight their way out of the ruby quartz box. They pretend to lose consciousness when they are being gassed. When the guards let their guard down and remove the box, X-Factor attacks them and make their escape.
Meanwhile, Apocalypse pits his Horsemen against each other to decide the field leader amongst them. Death easily takes out his team mates and is awarded the leadership position.
At the science museum, the kids are fighting their way past the guards, as are X-Factor. But the kids are still powerless because of their power dampeners, and quickly run out of ammunition from the guns they swiped. Iceman loses his powers when one of the robotic army surprises him with a power dampener. Hodge intensely targets Cyclops. A determined Iceman overpowers his power dampener, that was designed based on his "old power stats". With teamwork, X-Factor defeats Hodge. They find out that Hodge had turned himself into a cyborg.
X-Factor leaves with the kids and destroys Hodge’s compound. When they are at a safe distance, the kids have their power dampeners removed. Apocalypse makes his move and kidnaps the X-Factor team.