X-Factor’s ship is growing bigger and soon obstructs daily traffic on the Hudson River. On board the ship, it feels like an earthquake is happening. Everyone immediately turns to Rictor but he is not the culprit behind the shaking. Marvel Girl and Iceman go out to investigate. They find out that the ship had collided with a tugboat. They rescue the crew that had been thrown overboard. Suddenly, the ship attacks Marvel Girl and Iceman.
At the airport, Scott’s plane to Dallas is delayed due to the blizzard in Texas. Scott is anxious to find out his son’s whereabouts, and any news he can on the X-Men. The news breaks about the ship’s collision with the tugboat and the current situation with the ship attacking X-Factor. With the help of the police, Scott secures a ride on a helicopter back to Manhattan.
The kids are thrown around the ship as it transforms and attacks X-Factor outside. Beast, who is still inside, smashes his way out to help his team mates. Cyclops arrives to join in the fight against the ship.
Meanwhile, Archangel returns to New York City in search of Candy Southern. He arrives at her apartment but finds it empty. He gets suspicious about Trish Tilby’s letter addressed to Candy, as well as a tranquiliser dart on the floor.
X-Factor are fighting for their life against the ship. During the fight, Marvel Girl questions whether the team can rely on Cyclops as he runs off every time to deal with his personal crisis.
Inside, the kids stumble across the “brain” of the ship. Artie senses that the ship’s brain is being held hostage. The kids devise a plan to free the ship’s brain from Apocalypse’s control. They are successful, but the ship tells them that Apocalypse still has control of the rest of the ship’s functions. The ship is also set to self-destruct because the kids have freed the brain from his control.
Marvel Girl: “I have relatives missing too, Scott! I feel guilty because I wasn’t there to save them, like you do! But Scott--you left. Insisted on treating it like it’s your problem alone. You’ll walk away again when this is over. I don’t want to get used to...to counting on you.”
Cyclops: “You were in trouble. I came. What further proof do you need that you can count on me?”
The ship stops fighting X-Factor and tells them to act quickly to stop the impending explosion. Cyclops blasts an entry into the ship, allowing Beast to rip the bomb out and toss it high enough so that it explodes safely in the sky. With that, X-Factor has once again rescued New York City. The kids are unharmed and safe. In gratitude, the ship continues to extends its hospitality to X-Factor.
Cyclops addresses the crowd who have gathered outside. He explains that Apocalypse had been controlling the ship, causing it to fight X-Factor. Now, thanks to their kids, X-Factor has released the ship from Apocalypse’s control and stopped the bomb from destroying New York City. X-Factor will continue to lend its service to the city “wherever that help is needed”.
Apocalypse watches on, miffed. He starts to plan his next move. At a bar, a mutant named Infectia seduces a man who wishes he was a mutant.
Next: X-Factor #29