Police and fire crews have arrived at the Grind Stone coffee shop in Salem Center and are searching the ruins for survivors. An officer discovers one of the Facility’s armored goons and nearby an O*N*E agent lies in a pool of blood. His communicator is a few feet away and his superiors are calling in to him, ordering him to return his mutant charges to campus immediately.
At the Institute, David and Nori have approached Bling with an invitation to join the New X-Men squad. She responds that they have to be joking. David tells her that she was in the thick of things alongside the X-Men when Apocalypse attacked and she came recommended by Rogue and Havok. Surge asks what her problem is and Roxy replies that anyone who signs on to be an X-Man with all that’s happened since M-Day must have a serious death wish! She adds that she and Onyxx are considering leaving the Institute before the government changes their mind and puts them all before a firing squad. Onyxx chimes in and adds that Hellion and “the clone” have already escaped. Surge is surprised to hear this and asks what he is talking about. Before he can answer, Colossus arrives with an O*N*E agent and informs them that all students are to report to the assembly hall at the O*N*E’s request. Bling glibly adds “firing squad”.
Elsewhere, Anole is shocked by the sheer volume of books that the Beast has given to Elixir. Josh notes that this isn’t exactly the kind of help he had in mind when he asked the Beast for some info on physiology, biology and anatomy. Victor asks if he really thinks studying all of this will help him use his powers better. Josh sighs and says it should only take him a thousand years or so. Anole suggests that he just ask one of the Cuckoos to dump the info directly into his brain. He notes that this is how the X-Men learn to fly spaceships and speak foreign languages when needed. They cheat. Before Elixir can respond, Rockslide passes along the info that the O*N*E has called them all into the auditorium. He adds that the want to kill them all or something, especially Victor, who is indignant at Santo’s suggestion.
In the hallway, Pixie is rapidly reporting to Dust what happened earlier when X-23 and Mercury took off to town and how shortly AFTER THAT Julian went looking for them and none of them have been seen since. Dust asks Pixie to slow down and repeat this and if she’s told anyone about this. Pixie replies that she is telling her since the New X-Men are like R.A.s now. Sooraya is confused and asks what an R.A. is. At that moment, Surge and David arrive and ask her where Julian and Laura are.
At that moment in New York City, a man in a suit with a gun flies through the window of a skyscraper and screams as he plummets to the ground. Hellion follows and yells “Dammit, Laura” at his teammate as he telekinetically grabs the man before he impacts with the sidewalk below. Hellion carries them back to the shattered window where X-23 stands, dressed in a schoolgirl’s outfit. Hellion rises to her level with the armed man in tow. He reprimands her harshly telling her that he thought he’d made it clear “No more killing!” She simply glares and replies that he is not dead since he saved him. Julian tells her that this isn’t funny and this guy didn’t know where Cessily was. He begins to suggest going back to the mansion for help, but Laura tells him that there is one person who will know Mercury’s whereabouts.
The pair of New X-Men makes their way to a dockside warehouse. X-23 takes the lead having changed into a sleek black leather jumpsuit. Hellion tries to tell her that they are wasting their time. She tells him in no uncertain terms that they are not and to do as she’s asked. He asks who they’re meeting and she tells him to be quiet as gunmen step from the shadows and level guns at their heads. The crime boss known as the Owl steps forward and tells him to stop right there. He tells Julian his name is The Owl and refers to Hellions as “dead boy” in a threatening manner. He tells him to remember it for the brief remainder of his life.
At the Facility, Mercury’s torturous testing continues. As she is hit by powerful lasers, her mercurial form dissolves into a fluid state and she cries out in agony. Dr. Harkins watches and asks his assistant Anderson to stop and give him some biofeedback readings from Cessily’s containment tube. Anderson asks if he should halt the laser and Harkins tells him no. They have succeeded in burning off a piece of her form but it is lifeless. Harkins tells his aide that they need a live sample and orders him to amplify the laser.
Cessily begs for him to stop. As the more powerful laser hits her, her body reacts by forming metallic spikes which burst through the containment unit, spearing Harkins’ assistant through the chest. Harkins orders that Mercury be subdued immediately. Anderson realizes his injuries and calls for help. The spike in his chest animates and begins to slip through his fingers. Harkins calls for a container for the live sample as it moves across the floor towards him. He kneels down and it coats his hand, eager to bond with an organism. Harkins is so taken with his discovery that he barely notices his dying colleague. He barks out an order to proceed with the next stage of replicating the sample and as an afterthought orders a medic for Anderson.
In the Owl’s lair, the newly-minted crime boss gloats over the irony of the Kingpin’s favorite assassin is seeking him out for help. Julian pipes up and tells The Owl that they just want some information. The Owl threatens to eat his tongue and eyes if he dares to speak again. Laura tells Hellion to stop talking and asks the Owl if he has the info they need or not. The Owl is livid and demands that she speak to him with respect she showed to the Kingpin. X-23 draws closer and glares at him. She tells him he’s only in control because the Kingpin left the country and will only remain in power until Fisk return or someone else takes him out. As such, she refuses to show him the same level of respect. The Owl is enraged and orders his men to kill them both. The two are surrounded by gunmen and X-23 simply says, “Now.” Given the signal, Hellion envelopes them in a telekinetic field and grabs the Owl. He launches them through the roof of the warehouse and high into the night sky. X-23 tells him that the Kingpin taught her that the first rule of negotiation is to know who you’re dealing with. She demands to know the location of the Facility’s operations or they will find out if The Owl can truly fly.
Back at the Facility, Mercury comes to asks Harkins why he’s doing all this to her. He explains that the Facility is a business and creates weapons for its clientele. He tells her that they created X-23 and she is one of their prized creations. One client requested a weapon for a specific job and promised to provide a necessary ingredient but she and her teammates killed him before he could deliver it. Cessily realizes that he must mean Stryker. Harkins verifies this and tells her that she was the final ingredient he needed. As he says this, his latest creature emerges to Cessily’s horror. Harkins agrees that it is impressive and tells her that he’s calling it “Predator X” and all it needs now is skin. Her skin. Cessily begs him again not to do this. He assures her that they won’t need all of her flesh and that they think she’ll actually survive the process after which the creature will be hungry and she can provide it a meal. He orders the machines turned on and as they initiate, Mercury begins to scream once more.
Meanwhile at the Xavier Institute, Cyclops chides Colonel Reyes for his decision regarding the student body especially in light of the 198 incident. He demands to know if Val Cooper knows about his decision and reminds Reyes that they are not prisoners here. Reyes adds that he’s trying to protect them and that they both failed these kids before. They are interrupted by Kitty Pryde, who arrives with an O*N*E agent. The agent reports that Agent Herrera who was trailing Mercury and X-23 is dead and that the Grind Stone coffee shop has been destroyed and the girls are missing. Cyclops is upset to hear that his students were being followed and tells Kitty to get Surge and Prodigy. He belays this order and relays the message telepathically through Emma Frost. She reports that Hellion, X-23 and Mercury are all off the grounds and tells him to meet her at Cerebra. She also tells him to send someone to collect Surge before she gets hurt.
Outside, Surge, Rockslide and Dust are confronting a O*N*E Sentinel and Nori tells the pilot that he has one second to get out of her way. The pilot, Lex tells her not to do this and that something’s going on and she needs to stay put. Hearing this, Surge tells Rockslide to “Sic him” much to his delight. He admits that he’s liking here more and more each day. They’re interrupted by the arrival of Shadowcat who calls them “X-Babies” and tells them to chill out and come inside because they have info on their friends that they’re going to want to hear about.
As X-23 and Hellions fly across the state towards Vermont, he tells her that he doesn’t know here or anything about her. He asks who and what she is and she simply replies that she doesn’t know.
Inside Cerebra, Cyclops is briefed by Emma who has managed to piece together the events involving Laura and X-23. She relates how X-23 and Cessily left for Salem Center and that Onyxx saw Laura return alone covered in blood. Colonel Reyes asks why this wasn’t reported and Emma notes that the boy has issues. She uses Cerebra but cannot locate Cessily. David suggests that she try finding X-23 and Julian and Emma snidely tells him to keep quiet unless he has any other obvious advice to offer.
She finds them and tells the others that they seem to have some idea of Mercury’s whereabouts. She reports that she been captured by X-23’s creators and that they are going to try to rescue her on their own. As she tries to telepathically contact them, they are suddenly cut off from contact as they enter a psionic dead zone surrounding the Facility. Cyclops orders Prodigy to prep the Blackbird as Santo and Nori arrive at Cerebra. Rockslide tells Cyclops not to let David fly because he sucks. Colonel Reyes tells Cyclops to let O*N*E help as they know a thing or two about tracking mutants.
At the Facility, Mercury is in bad shape. She weakly calls out for help. Nearby Predator X is sporting new silvery skin. Harkins orders a lackey to contact Risman and tell him that his new weapon will be ready for delivery within a week. His sentence is interrupted by a rumbling and alarms that the perimeter has been breached. He shouts into a headset for a report and calls to Kimura for an update on what’s happening. She tells him to relax that it’s nothing they can’t handle. X-23 and Hellion stand back to back looking grim and determined although they are surrounded by a small army of Facility troops under Kimura’s leadership.