Alphabet City, a police car on patrol. The two cops inside suddenly get the scare of a lifetime, when a man is thrown across their windshield. The cops, Murphy and Archangel’s girlfriend, Charlotte Jones, stop to help the man, the X-Man ally, Forge. Murphy asks what is going on and Forge rasps out a warning about the people following him. The cops turn around to see several heavily-armed men, who order them to stand aside. They want no trouble, only the mutie.
Over Forge’s warning, Murphy reaches for his gun. Reflexively, the Magistrates shoot him and Forge quickly drags himself and Jones behind the car. While the Magistrates are shooting at the car, which finally explodes, Forge drags Jones with him. In a state of shock, Jones can’t believe the men aren’t even trying to hide. Don’t they realize she s armed? She shoots at one of the Magistrates coming after them. Unimpressed, he boasts that he has body armor. No problem, he has a bigger gun, Forge quips, as he shoots him and the man falls against the burning car.
Forge order Jones to run, warning her the fire will set the ammo off. The car explodes and Forge and Jones fall into a shaft down an old storm sewer.
Forge grabs Jones and drags them out of the current. They introduce themselves to each other and Jones thanks him for saving her life. She notices the splinter in his leg, but he tells her that it isn’t as bad as it looks. The splinter was in his bionic leg. Looking slightly suspicious at the bionic limb, Jones remarks that she has heard of a cop with an arm like that. Misty Knight, Forge agrees, He worked on the designs. He tells her he is sorry about her partner. So is she, Jones replies and adds with hesitation that a part of her is glad that… She breaks off. Forge tells her he knows.
Jones asks who those men were, and Forge explains those were Magistrates, the federal police of Genosha. Jones immediately draws her gun and asks if he is wanted. Forge explains that, for the Genoshans, it is a crime to be a mutant, so, by their rights, he is indeed a criminal. But this is the United States, Jones protests. They don’t much care, Forge replies. They are after some friends of his. He just happened to get in the way. Same as her partner. And if she is going to keep waving that thing, he suggests she reload. Sheepishly, she admits that she hoped he hadn’t noticed.
Forge predicts that the Magistrates will be after them soon. Since their clothes are soaked, Forge takes a pair of X-Men uniforms from his bag and hands one to Jones. A little later, Jones complains that he has to be kidding. People actually appear in public dressed like this? More practical-minded, Forge points out that the uniform will keep her warm, dry and alive. What’s the point? If anyone she knows sees her, she will die from embarrassment, Jones mutters.
She adds that she lost her radio in the water. She should find a phone and call 9-1-1. That’s what the Magistrates expect them to do, Forge points out. If they do that, they will be nailed for sure. Jones asks him to suggest an alternative. The water level is rising, so they certainly cannot stay here.
At a high-class gym in Washington D.C., Dr. Val Cooper is jogging when she is joined by KGB agent Debra Levin who asks her to join her boss. Very soon Val joins Alexij Vazhin in another of the club’s rooms. Does he come here often? she jokes. Vazhin reveals that he is actually a charter member of the club (under another identity, of course). He quickly addresses business. When last he and Val spoke, he identified three main mutant factions: the Mutant Liberation Front, Apocalypse and Mr. Sinister.
However, there exists in the External Affairs Directorate of the KGB a special operations account, to an operative identified only as the Shadow King. The ultimate power broker who excels at playing all sides against the middle, working simultaneously for every great power on the globe, somehow making himself indispensable to each so that none dare take action against him. He is evil, Vazhin stresses. A word that doesn’t come easily in his rather cynical line of work. If he had a prayer of establishing a positive identification he would order the King’s immediate execution.
What’s this to do with her, Val asks. Vazhin explain that he has traced the King’s current operation to this country – at the cost of two of his best agents. As the President’s National Security Advisor on superhuman affairs Val is the American official primarily responsible for mutant and superpowered activities. So, if someone is interested in superbeings, the person to go to is Val. She should consider herself warned.
In Manhattan, the citizens still have a hard time getting used to the newest tallest skyscraper – X-Factor’s sentient ship. Within the building, Jean Grey gazes out onto New York. Her teammate and friend, Beast, joins her and notes that she is still wearing the X-Men uniform that Banshee gave her. Does she want to switch teams? Whatever they call themselves, Jean explains, they are still all the “children” of Charles Xavier. In the ways that matter, all the X-teams are one.
Hank agrees, but why does he hear a discordant note? Jean explains that the heart of Xavier’s dream was to build a bridge between mutants and the rest of humanity. But they are locked in their own private world now. Is it any wonder people are finding it hard to accept them? Other superteams face that conundrum as well, Beast points out. For example, the Avengers have their mansion, the Fantastic Four their own skyscraper. Perhaps the isolation comes with the territory.
Back in the sewers, the remaining Magistrates are looking for Forge and Jones. One of them has second thoughts. They killed a Cop. It was like dropping one of their own. His older colleague shoots back that Perrin was one of their own and he is not going back without the genejoke that killed him. Forge, who has been hiding beneath the water’s surface, takes this as the cue to reveal himself, attacking two Magistrates. Jones shows up, ordering the third man to lay down his weapon. He doesn’t take her seriously. Both of them shoot pointblank at each other, but only Jones’ body armor holds. Forge finishes with his guys right afterwards.
Jones hesitatingly admits that she never killed a man before. Forge tells her he is sorry she had to go through that and warns her that, before the night is over, she might have to do it again…
A little later, Jones makes her way out of the sewers through a manhole and tells Forge the coast is clear. Forge has secured the two surviving Magistrates, who protest that he cannot just leave them there. They are safe enough, he retorts, provided someone comes back before they are found by the rats or the giant alligators. Or the Turtles. Unless, they’d rather join their dead friend, he smirks. The men shout angry insults after him and threaten that both he and the woman are as good as dead.
Elsewhere, Magistrates and members of the Press Gang are preparing to attack X-Factor’s ship. Press Gang member Wipeout is nervous as they haven’t heard anything from the Magistrates that went after Forge. His team member Pipeline is less impressed. How dangerous can a mutant whose power is inventing things be? He addresses Wipeout, asking him whether he can handle X-Factor’s ship. Wipeout explains that the Ship is more or less alive, so his power to disrupt powers should work on it. Due to the sheer size, though, the disruption will be temporarily. Hunched over his computer, Pipeline replies that Wipeout needs to just open a window. He will do the rest.
Inside the Ship, X-Factor members Beast and Marvel Girl, as well as their guests, Banshee, the amnesiac Colossus, Callisto, Jennifer Ransome and Phil Moreau are relaxing.
Outside, Wipeout uses his powers. Inside, the phone is ringing. When Jean answers it, Ship suddenly begins to scream and the lights go out. The receiver begins to glow and several Magistrates, as well as the Press Gang members Punchout and Hawkshaw are transmitted into the room.
Hawkshaw informs the mutants that they have property that belongs to Genosha and they intend to reclaim it. Beast shoots back that they are trespassing and that they have no right to take Jenny Ransome. In response, Punchout hits him, while the Magistrates threaten the others with their weapons.
One of them informs Phil that they have a warrant for his arrest, on charge of treason relating to the theft of an enhanced genetics module. Phil angrily interrupts. Jenny is a person, not a machine! The Magistrate addresses Jenny as unit 4-8-1-7. Jean interrupts and telekinetically levitates the Magistrates’ guns away. She angrily tells them that they don’t have the right to storm into their home and take those people.
One Magistrate whom she missed fires at Jean, injuring her arm. He tells her that the doctrine of “Hot Pursuit” gives them the right to go anywhere and use whatever force necessary to do the job. Besides, the X-Men did worse in Genosha when they stole the unit in the first place.
Banshee attacks with a sonic scream, while shouting that Jenny left of her own free will. A Magistrate his him with the butt of his rifle, while spitting that “it” is a biological machine and has no more free will than a typewriter.
Callisto and Peter are doing their best to fight, but are overwhelmed, especially as Callisto doesn’t remember her fighting skills, nor Peter his powers. One Magistrate again addresses Jenny as Unit 4-8-1-7 and orders her to cease all resistance and Jenny finds that she has no choice but to obey.
Forge and Jones have arrived outside X-Factor’s ship and see what Wipeout is doing. They have to do something they realize before the Magistrates get away. Their chance to play the last scene from “Butch Cassidy and the Sundance Kid,” right? Jones jokes nervously. Maybe, Forge replies.
Inside the building, Punchout has fitted Jean with a “baffler” headband that scrambles her synapses, so that she cannot use her telekinesis. With everybody subdued, Hawkshaw wants to alert Pipeline, until he notices that the ”monkey” – Beast – is missing. He orders two men to find him. As they search the rooms, they tell each other that, with Wipeout neutralizing the ship, Beast is trapped on this level. Crouching above them, Beast taps both of them on the shoulder, than bangs their heads together.
Punchout suggests they torture Jean until Beast comes out. Surprisingly, he is already there. He kicks Punchout and quickly frees Jean of the headband. Hawkshaw orders his men to end this now. With a nasty grin and a free Jean now by his side, Beast replies those are their sentiments exactly.
Outside, Jones is in vain trying to convince a shop owner to call the cops, while Forge is fidgeting with two small gadgets. He finally hands Jones a pair of goggles and puts on one himself. She can see it as an edge Butch and Sundance never had. With that, he tosses a stroboscopic grenade at the Magistrates. Even closed eyes won’t protect a person from its effect. For a minute, the Magistrates are blind. Jones uses that opportunity to take out Wipeout, forcing him to let Ship go.
Free again, Ship helps Jean and Beast to handle and subdue the Magistrates the ship and restrains them. Reluctantly they decide to hand their prisoners over to the authorities.
A little later, Jones tells her superior about the Magistrates’ crimes, including the murder of her partner, Murphy. The inspector is proud of her work. However, he is suddenly called to a limo with federal plates. After the conversation, he angrily turns back to Jones, ordering her to cut them all loose. They have their orders. The Genoshans are to be turned over to the feds and, for reasons of national security, to be repatriated home. They are cop-killers, Jones protests. Doesn’t that count for anything? In this case not enough, the inspector replies grimly.
Later, Jones informs X-Factor and the others of this turn of events. The Genoshans didn’t even receive a slap on the hand. As far as the US government is concerned, Murph was gunned down by “persons unknown.” If she breathes a word of the truth, she is on instant, permanent suspension. Forge grimly points out that somebody has cut a deal to allow Genosha free-rein to operate on US soil without fear of retribution.
Beast offers another option. He has passed the story on to Trish Tilby and Neal Conan at NPR. Maybe the glare of publicity will accomplish what the establishment is unwilling to do. And force the Press Gang to lie low for a while Jenny concludes.
Phil miserably adds that it’s him and Jenny they want. With them gone, they will leave the X-teams alone. And as well it is hard to lead a human rights campaign from hiding. It’s hard to do anything, Peter adds. He and Cal are leaving as well. He is an artist. The city is where he lives and works. Their ship and this existence are a prison to him.
Banshee suggests to Jean that for the time being, he and Forge should link up with X-Factor. With X-Factor’s resources, they will have a better chance of finding the X-Men. Jean agrees. The irony is that they have already taken a big step towards that goal; only Colossus doesn’t remember a thing. Peter Rasputin has become Peter Nicholas, artist. Doesn’t his family deserve the truth?
Which truth, Banshee asks. Colossus died in Dallas along with the rest of the X-Men. The whole world saw it on TV. But they didn’t die, Jean insists. To say otherwise is a cruel lie. Banshee disagrees. Peter is now doing what he always yearned for, finally able to express through his art the feelings, the poetry he’s had bottled up inside of him. He’s in love. If he has found his heart’s desire have they the right to take it away?
As they watch Peter and Cal embrace Jean insists that they need him. Then they know where to find him, Sean replies simply. Until then he has earned his happy ending.