It has been hours since Flash Thompson became the unwilling participant in a jailbreak, where he had been imprisoned for the crimes of the Hobgoblin. Unaware that he has been framed for being the Hobgoblin, the news media pounce on his lawyer, Ms. Banks, as she walks down the street, accompanied by New York’s police force. One such reporter sticks her microphone in Ms. Banks’ face, asking her if it is true that she was conferring with her client when the jailbreak occurred. Not even deigning to look in the reporter’s direction, Ms. Banks replies, “No comment.”
Undeterred, the reporter is determined to get the story, even if Ms. Banks isn’t giving anything away. Suddenly, she stops, as she sees another man exiting a building, a man whom she recognizes. Calling out to him by name, Captain Keating, the reporter approaches him and holds out her microphone. She tells him that she understands that he has placed himself in charge of supervising the efforts to recapture Thompson. Replying that that’s right, he then adds that she takes it real personal whenever someone busts out of his jail.
Then asked if he thinks Thompson is guilty of the charges against him, Keating grows angry. Placing his finger in the camera’s lens, he replies that innocent men don’t run from the law… and he isn’t going to rest until Thompson’s back behind bars where he belongs.
Not even watching this, though is it playing on his TV set, Alfredo’s attention is focused on his guest, who is ready to leave. You’re leaving so soon? he asks. We just got here! Apologizing, Mary Jane Watson tells Alfredo that she really enjoyed hitting the dance clubs with him and partying with him until dawn… but this little working girl needs her beauty rest. Still clearly upset, Alfredo rejoins that he thought they were going to… Maybe next time, tiger, she says, giving him a kiss on the cheek. Leaving the apartment, Mary Jane rebuffs Alfredo’s offer to call his chauffeur and says goodbye with a ciao!
At street level, Mary Jane hails a taxi, all the while thinking that she might have enjoyed spending a but more time with Alfredo if it hadn’t been for that early morning news bulletin. Peter Parker must be frantic! He’s known Flash so much longer than she has!
Arriving at her destination at 410 Chelsea Street, Mary Jane ascends the steps of the apartment building, hoping that Peter is home. Since he is secretly Spider-Man, she thinks, looking for Flash could present a real dilemma to him. She’s sure he really wants to help his friend… but Peter could be in danger is Flash Thompson really is the Hobgoblin.
Not receiving a response for her knock, Mary Jane decides to use the spare key that Peter’s landlady gave her when she recently helped redecorate his apartment. Walking inside, she turns on the lights and regards the room. It’s funny, she thinks, she hasn’t felt comfortable in the place since she first realized that Peter was Spider-Man. She hates the thought of him out risking his neck in that stupid costume and she’s always afraid of what she might find in there. Oh, well, she thinks after a quick look around. No sign of him… unless he’s in the bathroom. Opening the door to investigate, she finds Peter, in his black Spider-Man costume, passed out on the bathroom floor.
Watching the end of Keating’s message on the news, J. Jonah Jameson notes that Keating seems out for blood. Interrupting Jonah’s thoughts, Robbie Robertson tells him that he doesn’t understand. He was so sure that Thompson wasn’t guilty. Incredulous, Jonah asks Robbie if he is basing his innocence of proof, or gut instinct.
Picking up two photos, Robbie replies that the two pictures were taken – barely an hour apart – on the day Thompson was arrested for the crimes of the Hobgoblin. They clearly show, he continues, that Thompson was wearing a slightly different costume from the real Hobgoblin. Maybe the guy owns more than one union suit, Jonah opines. Just like that wall-crawling pal! He couldn’t have changed his clothes, Robbie defends, because eye-witnesses report that he was busy fighting Spider-Man at the time.
Too bad Keating isn’t out hunting him, Jonah replies, hearing the wall-crawler’s name. Reminded by Robbie that Spider-Man’s not really involved in this at all, Jonah pours himself a cup of coffee and tells him not to kid himself. That web-slinging weirdo is the real menace to public safety.
As the television goes to commercial, Jonah’s attention is diverted to one advertisement in particular. They live in secret and plan to destroy the very lives of normal people. But now, X-Factor can protect you! If you suspect anyone of mutant activity, call this toll-free number now. And let the mutant professionals handle it!
Sometime later, on the lower west side of Manhattan at their corporate headquarters, the members of X-Factor are in combat. Are to you crazy, Angel asks, as Cyclops and Marvel Girl advance on his, Iceman and Beast’s position, to think the two of them can take on the three of them? Pithy as always, Cyclops replies that it remains to be seen. Oh yeah, Iceman quips back, he’s sure a few dozen ice balls will convince them!
Despite Iceman’s attack, Marvel Girl easily uses her telekinesis to divert his ice balls back, which Iceman quickly deflects with an ice shield. Explaining his bad move, Jean tells him that he should have realized that she would telekinetically redirect his attack back at his and his teammates. She’s right, Angels adds, dodging a few of the balls aimed at him. It’s taking all his skill and speed to dodge his stupid snowflakes.
Pressing their advantage, Cyclops orders Marvel Girl to forget the Angel and to concentrate on Iceman. His energy beam has pierced his shield! Now finding himself under attack by both optic blasts and telekinetically thrown ice, Iceman cries foul. Two against one isn’t very fair.
From above Cyclops, the Beast descends, chiding their leader as to whether he’s taking the practice session a wee bit too seriously. Avoiding the Beast’s attack, Cyclops rejoins that he should know better. They must hone their skills! Be prepared for any attack!
Using his momentum, the Beast bands back upward, repelling against a piece of piping and leaping toward a trapeze. Seeing his target, Cyclops orders Marvel Girl to use her powers on it, but Jean cuts him off, saying that he’s way ahead of him. Using her powers to raise the roped bar, Jean denies Hank his target, causing him to fall onto Angel, who is flying below. With Angel and Beast lying on top of each other, and Iceman still recovering, Cyclops asks if they care to try their luck again, to which Iceman denies.
Voicing his own wish, Beast asks Cyclops to answer the video monitor, since he’s all tied up now. Answering the message, Cyclops and the team see Cameron Hodge, who informs the group that they have client… with an interesting offer.
A short time later, X-Factor sits in the conference room, looking at a projection of Spider-Man in his red and blue costume. Raising his pointer, Hodge explains that J. Jonah Jameson, publisher of the Daily Bugle, saw one of their ads earlier this morning. He wants to hire X-Factor to capture Spider-Man. After Jean asks Hodge if he’s serious, Beast suggests Hodge to tell him to try calling C-Factor. They specialize in mutants, not costumed cornballs.
Agreeing, Angel adds that they’re right. Spider-Man’s no mutant! But how can they be so sure, Hodge asks. He looks weird, and can apparently stick to walls. That says mutant to a man on the street. Look, he continues, before they can respond, they get a lot of crank calls that are easy to dismiss! People reporting neighbors as mutants. But they can’t just brush off an important man like Jameson!
Why not, Jean asks. They formed X-Factor so that they could find other mutants – and secretly train them to control their special abilities – so that they won’t be a menace to society. They’re not bounty hunters! The public thinks they are, the Angel counters. Thanks to their ads! Sitting in a chair, Bobby asks who said they can’t help Spider-Man in the same way they help their fellow mutants? And, Hodge, replies back, just think of all the free publicity they’d get from this assignment. Turning to Cyclops, Angel asks him, as their leader, what he thinks they should do.
With a sharp pain to his head, Peter Parker returns to the land of the conscious, crying out in agony. Rushing into the bedroom, Mary Jane calls his name, asking what’s wrong. Trying to regain his surroundings, Peter asks what she’s doing t here. How’d he get in bed?
Never mind that now, she says, leaning over his bedside. Why did she find him crumpled up on the floor? Trying his best to answer, Peter replies that he doesn’t even remember getting home last night. He must have passed out right after he slipped through the skylight.
As he collapses back to the bed, Mary Jane asks what happened. He was trying to earn some money to help Flash Thompson pay his legal costs, Peter replies. He took a temporary job… but things went sour and he was clobbered by a big bruiser named the Rhino. He must’a hit him a lot harder than he thought. His head’s still pounding.
As Peter begins to lose consciousness, Mary Jane realizes that he doesn’t know about Flash’s escape from jail. Should she tell him? He’d want to know! Thinking better, she wonders how she can burden him no. He’s in no shape to help anyone else.
In his office at the Bugle, Jonah entertains his guests, the mutant-hunting group called X-Factor. Asked by them if he is absolutely certain that Spider-Man is a mutant, Jonah asks what else can he be? Have they ever seen how he hangs upside-down? Weird, he tells them.
Getting to business, Scott informs Jonah that they’re going to need a small retainer before they can begin work. Asked by Jonah how small, Scott replies $50,000 to start. Clutching his chest, Jonah asks how much this is going to cost. A job like this, Bobby replies, could run into the hundreds of thousands. Despite haruumphing at the number, Jonah takes out his checkbook and begins to write. Giving it to them, he tells them to call him when it’s used up, and they’ll discuss whether they should continue. As Scott takes it, Jonah tells him that he’s paying for this out of his on pocket because he honestly believes that wall-crawling creep is a threat to society. He’s a very big man in this town, and he expects results for his money. Replying that he understands, Scott and the rest of X-Factor take their leave.
Once they are gone, Robbie asks Jonah how he can do business with those people. They’re cold-blooded bounty hunters! Not so cheap, Jonah replies. Besides, there’s no way he can lose on the deal! If X-Factor comes through for him, the city will finally be safe from Spider-Man! If not, he can expose them as frauds! Either way, the Bugle and Now Magazine are guaranteed some pretty juicy headlines!
As Jonah reclines in his chair, his arms folded behind his back, Robbie tells Jonah that he knows that smile. He intends to mount a campaign against those people even if they do succeed. Of course, Jonah replies, waving his arms widely. In it’s own way, X-Factor is as much a menace to society as the web-singer! They’re vultures, who are fueling the country’s paranoia for their own profit. Maybe so, Robbie says, leaving Jonah’s office, but he doesn’t like the way he set them up.
Walking through the bullpen, lost in thought, Robbie wonders why he should care if Jonah wants to crucify X-Factor. He hates everything they stand for! They hunt mutants the way others used to hunt blacks… and Jews! But, the Bugle must act responsibly. They’re a newspaper… not a smear sheet.
Calling out to Betty Brant, Robbie asks her if she managed to get Sharon Banks on the phone. She tried her office, she explains, but she isn’t taking any calls from the press. Following Robbie into his office, she asks if she can ask why he’s been trying to reach Flash Thompson’s lawyer. Look, he replies, he knows that she and Thompson go back a ways and that she cares for him. She shouldn’t get her hopes up, he continues, but there’s a chance… a chance… he might have some information which can help her defend him.
By the way, he asks, how are things between she and her husband, Ned? Not good, she replies. She loves Ned, but she just can’t seem to make him happy. She then asks Robbie if he’s ever hoped that something would work out… but, deep down, he knew he couldn’t let it.
Emerging from his bedroom, Peter catches the end of a newscast that Mary Jane had been watching. Asked by him why she didn’t tell him, Mary Jane asks how long he’s been there. Long enough, he replies. What good would it have done, she asks. Look at himself. He can’t help him now – he can barely walk!
Suddenly, Peter starts to double over and asks Mary Jane to get him to the bathroom. After helping him in, Mary Jane begins to worry. She’s never seen him so weak, so helpless. The shape he’s in, she thinks, he’s just crazy enough to try going after Flash anyway. But, he can’t go web-swinging in his undies, she thinks. She’ll just slip his costume off its hangar and stash it in…
Oh, no, she exclaims, seeing the empty hangar on the closet doorknob. It’s gone! Realizing what this means, Mary Jane darts for the bathroom, but finds it empty and the skylight open.
Swinging through the skyline, Spider-Man realizes that web-swinging is not clearing his mind like he hoped. Mary Jane was right, he thinks. Suddenly, a wave of dizziness rushes over him and he lets the webbing slip from his hand. Moving quickly, Spidey manages to flip over and latch onto a nearby wall. There, he rests for a few minutes, as his head continues to spin. Does he really need this grief, he asks himself.
Entering her office building, Ms. Banks is stopped by Robbie Robertson, who introduces himself as editor-in-chief of the Daily Bugle. Before he can explain further, however, Ms. Banks stops him cold, asking if he can’t take no for an answer. She already told his secretary that she s not going to discuss Flash Thompson’s case with him… and she means it! With this, she slams the door in Robbie’s face. Frustrated, Robbie wonders is he should just forget Thompson and concentrate on his own person problems.
Meanwhile, high above the skyline of Manhattan, the Angel scours the city, looking for Spider-Man. As he does so, he ponders the irony of the possibility of someone spotting him, and reporting him to X-Factor!
Elsewhere, the bouncing Beast bounds over automobiles, and up and over buildings. Almost lost in thought, he wonders how Spidey will react when he learns that X-Factor’s been hired to get him. A moment later, he actually sees Spider-Man, swinging away, and realizes that he will get to ask him that question in person. Taking out his communicator, he contacts the others.
In an unmarked, blue van, Jean asks Scott, sitting at the comm. unit, asks how they should approach him – as mutants or as the mutant hunters. It’s a gamble either way, he responds. But he thinks they’d better slip off those X-Factor jumpsuits if they don’t want the public to realize that they’re fraternizing with the enemy.
Back on he rooftops, Spidey’s spider-sense warns him of danger… from behind. Turning around, he sees the Beast, bounding towards him. Though swiftly approaching, Beast tells Spidey to relax – he’s on his side! Sure, Spidey replies, leaping to safety. The Beast tries to tell Spidey to slow down, but the dizzy wall-crawler orders him to keep his distance. When Beast does not comply to his satisfaction, he fires a few strands of webbing, which are easily avoided. The Beast thinks that he should have realized that Spidey wouldn’t have recognized him, since he has reverted from his previous beast-like, ape form. He was blue and hairy he last time they met!
Suddenly, they two are joined by the Angel, who flies by, warning Spider-Man that he really oughta do something about that nasty temper. Rather than quipping back, Spidey leaps up to the ascending Angel, even while wondering why the former X-Man is attacking him. Sticking to Angel’s leg, he then kicks upward, impacting in the Angel’s torso. Then, sticking to a nearby wall, he tosses Angel to the Beast below. He tells him to take his pal back, as the Angel would only clash with the rest of his butterfly collection.
Before Spidey has time to take advantage of his temporary victory, he is accosted by thrown iceballs and optic blasts. As he leaps to safety, he realizes that he recognizes some of ht them: they’re former X-Men, who now call themselves the X-Terminators… and they’ve been seen battling those anti-mutant X-Factor people. But why are they after him?
Below, Cyclops orders Iceman to stop tosses his iceballs, as he’s only antagonizing Spider-Man. Iceman, however, protests, replying that Cyclops saw the way he attacked Beast and the Angel. Maybe Jameson’s right. Maybe he is a menace! Above, Spider-Man still reels at his head, which continues to pound so loud that he can barely hear them. But it sounds like they’re preparing to attack. Well, he declares, if there’s got to be a fight… it’s gonna be on his terms. With this, he leaps into the fray.
On her way back home, Ms. Banks can’t wait to get there. She doesn’t know who was rougher on her… the police or the press! As she prepares to enter her car, she is stopped again by Robbie. Asked by her if he ever gets up, Robbie replies that he doesn’t, not when an innocent life is concerned. Having gained her attention, he presents several photographs, explaining that they might help her defend her client. Amazed, she is startled that he’s been trying to help her, after all of the grief she’s put him through… More people should have his sense of responsibility, she tells him.
Elsewhere, Spider-Man has found himself suspended above the rooftop, and spinning like a top. Cyclops congratulates Marvel Girl on her good work, as she’s managed to ensnare him within a telekinetic cocoon. Maybe they can talk now. Jean urges him to hurry, as she can’t hold him much longer.
Meanwhile, Spider-Man has not given up. Though every moment is pure agony, he forces his arm forward and hits a chimney. The shrapnel of the bricks are thrown toward the team, but Cyclops’ optic blasts make short work of them, pulverizing the debris before it can strike them. Nearby, Spider-Man is still reeling from his head, unable to concentrate. He has little time to react as the Beast lunges at him.
What’s wrong with you people, he asks them. Why’re they suddenly turn so bad? Some of them used to be X-Men! Why’d they form the X-Terminators? Why attack him? Is X-Factor right? Are all mutants a threat to humanity? Finally able to think clearly enough, Spider-Man flips the Beast over, throwing him back to the rest of the team. Thinking quickly, however, Cyclops orders Iceman to enact maneuver 14D, which he does, instantaneously creating an ice-slide. The Beast’s momentum causes him to hit the top of the slide, redirecting him back to the direction from which he was just thrown. As he comes back at Spidey from “the high road,” Cyclops comes at him from the low one, via an optic blast.
Both attacks knock Spider-Man off of his feet, but he quickly recovers. He flips out of the path of their joint attack, but immediately senses another danger, though it is too late for him to change his direction. A moment later, the Angel is able to land a punch across Spidey’s chin. Unfortunately, the momentum of Angel’s blow sends him crashing into Marvel Girl and sending her over the side of the building.
No longer thinking of his own safety, Spider-Man pivots, shooting a web down to the falling Marvel Girl. He succeeds, but strains to even stay conscious himself, as his head continues to pound. Everything’s spinning. He begins to lose it… A moment later, he has passed out. Fortunately, Marvel Girl had recovered and telekinetically returns herself to the rooftop.
With their quarry now unconscious, the team debates what to do next. Do they turn him over to J. Jonah Jameson… or do the try to help him? After what’s happened there, Jean replies, they don’t have much choice, do they?
Returning to the Daily Bugle, Robbie Robertson learns that Jonah’s been crawling the walls looking for him. An office aid tells him that Jameson wants him in his office pronto! Arriving there, he hears an irate Jonah calling out. Once inside, he sees that X-Factor is already there, explaining that they are returning his retainer. X-Factor, Scott explains, cannot accept his assignment.
Asked by Jonah why they can’t, Scott replies that, after extensive research, they can only conclude that Spider-Man is not a mutant. Who cares about that, Jonah asks. He wants that web-swinging stooge locked up! Perhaps, Scott rejoins, he should consult with one of the local law enforcement agencies. They are specialists. They only deal with mutants. As the group leaves, Jonah calls that they’re frauds – that’s what they are – and they haven’t heard the last of this matter!
Once they have left, Jonah informs Robbie that he wants him to flay them alive. He’s to do a full exposé in the Bugle. Turn public opinion against them. To this, Robbie replies with a succinct, “no.” Not registering the reply, Jonah continues that he wants him to write an editorial that demands… what? Realizing that Jonah has just digested statement, Robbie explains. He dislikes those people as much as Jonah does… but they have a responsibility to their readers. If he wants, he’ll assign reporters to investigate them… and they’re print the real facts – good or bad – but he won’t do a hatchet for him.
With this, Robbie takes out his key to the executive washroom and gives it to Jonah. He might not need it after today. It’s Jonah’s choice. He can send down his editorial, or his key in the inter-office mail. We won’t need both. As Robbie leaves, Jonah is left alone, staring at the key and pondering his choice.
Later, in the blue, unmarked van, Spider-Man returns to the land of the conscious. At his side, Iceman tells Spidey to take it easy. He’s been asleep for hours. He then apologizes for the fight earlier. His friends and he were actually trying to help him. Really, Spidey replies, incredulously. He had him fooled!
Continuing, Iceman explains that they head through the mutant grapevine that X-Factor was looking for him. Him, Spidey asks. He thought they only hunted… er… mutants. Hearing Iceman explain that J. Jonah Jameson hired them, Spider-Man asks why he is not surprised.
As the two exit the rear of the van, Spider-Man comments to Iceman that these anti-mutant groups must really be giving his people a hard time. Iceman replies that they have, but a lot of them still believe that mutants and humans can co-exist peacefully. They’ve banded together for self-protection. They came looking for him today to extend that protection. They have a place he can stay… and be safe. Spider-Man thanks Iceman for his offer, but says he’s just a normal guy beneath his “zoot suit.” He doesn’t need a special place to hide.
With this, Iceman climbs in to the driver’s seat of the van, lamenting that he doesn’t like lying to Spider-Man, but he can’t trust any outsider with the true secret of X-Factor. Driving off, he calls back to Spider-Man to take care. They two of them aren’t all that different – the general public will always distrust and fear them both. Yeah, Spidey thinks to himself – but Iceman will always be a mutant. His wall-crawling days will be over – just as soon as he finds Flash Thompson and straightens out things between him and the law. As he bounds away over the rooftops, Spider-Man thinks that his head still aches – but that little nap seems top have helped a bit.
Later, at the Daily Bugle, Robbie is working at his desk when an employee brings in an envelope from inter-office mail. Thanking the young man by name, John, Robbie takes the envelope and opens it. Out of it drops a key, which Robbie takes and tosses in the air in satisfaction. His approval is joined by Jonah, who stands at Robbie’s door, asking him if anybody ever told him that he can really be an unswerving, unreasonable, pig-headed, old-goat on occasion? He learned from the master, Robbie replies.
With a harrumpf, Jonah asks Robbie if he cares for a drink after work. Receiving a reply from Robbie that he’d prefer coffee, Jonah tells him that the bit with the key was real impressive. He never realized he had such a flair for the dramatic. Well, Robbie replies, sometimes the end does justify the means.