Forge reactivates Mystique’s inhibitor device and Sabretooth’s inhibitor collar. He had no time to argue with them and it’s not like either of them could already be any angrier about being forced to work for X-Factor, he figures. And it’s not like he cares after what happened today. X-Factor failed to stop the Sentinel launch. They are not going to fail at finding the real Hank McCoy alive, he tells himself. They split up. Forge goes with Sabretooth. Wild Child will go with Mystique, whereas Polaris and Shard will stay and guard the apparently brainwashed Havok and the turncoat, Random.
The two teams start to search the building, leaving the two women and the prisoners behind. Shard insults Havok and Random before recalling what Havok meant to Lorna. She apologizes but, surprisingly, Lorna tells her not to worry about it. Right now, other than betrayed, she doesn’t know how she feels about either of them. She probably never has been closer to any people in her lie. What they did to her is… overwhelming. So she needs a favor from Shard. If they try anything, she wants Shard to hit them hard. She’s not going to have any problem with that, Shard replies. What about her? Taking a long look at Havok, Polaris admits that she just doesn’t know.
Deep within the network of tunnels, which honeycomb the abandoned Brand Corporation factory, Mystique and Wild Child are looking for clues. Wild Child babbles that he never thought they’d be working together so closely again. How about they catch up on their personal lives? Mystique refuses. Wild Child keeps on needling her, asking how come she has never settled down. He bets she’d make on fine mom. He doesn’t want to know what kind of mother she’d make, she retorts. Or maybe he does? Is he longing for the mommy he never knew and the daddy who disowned him? Did they kick him out when he turned into a mutant freak? On the defensive, Wild Child replies that he had great parents.
Mystique replies she doesn’t care, a moment before she is about to drop into a hole in the ground. Wild Child grabs her by her hair and pulls her back, whispering that she better watch herself. Next time, he might not be so fast to pull her back from the edge. Besides, the tunnel is a dead end. He’s picking up a strong scent but they have to find another way down.
Mystique tells him to hold on to momma. He’s in for the ride of his life.
Meanwhile, Forge and Sabretooth find themselves in a tunnel, rigged for intruders, as steel tentacles reach for them. Creed makes short work of them and Forge watches disgusted.
Suddenly, Creed finds that the tentacles have stopped moving - Forge has killed the power source. Curtly, he tells Creed to keep moving and the villain mocks that he gets the impression Forge doesn’t like him.
Forge doesn’t answer but is deeply troubled. Why were convicted criminals like Mystique and Sabretooth placed within the government’s mutant militia? No one is giving him answers. Washington keeps throwing missions at them and hopes they won’t have time to notice. What they’ve uncovered about the government’s Hound program does not bode well for the future of mutants. And it all comes back to Sabretooth. If it wasn’t for him, Forge would have gone on playing the good soldier but Creed had him thinking about leaving X-Factor. But now, with what he’s learned of Onslaught, after seeing the real threat mutants can be to the world Forge is not sure that the new direction of X-Factor is such a bad idea after all. Maybe they do need to start policing their own. And he’s certainly not going to leave the job to a killer like Creed.
Suddenly, Creed hears a sound, while Forge’s scanner gets off-the-scale energy readings.
Sabretooth tears through the wall and they find a huge chamber, in the center of which a shackled Beast stands. He warns them to stay back explaining that the floor is rigged and every step they take sends high voltage through his body.
Forge and Sabretooth freeze in place. And as they decide what will be the best course of action to rescue the Beast, Fatale somersaults down and lands in front of them. She was hoping to get this chance, she tells Creed. She owes him. Sure she does, he leers goading that she can try to do worse than she did in Bangkok. Is there anyone who doesn’t hold a grudge against him, Wild Child asks from above. Mystique, who has grown wings, has transported both of them down. And Wild Child uses Fatale’s surprise to kick her in the head. Forge expresses that he is impressed by Mystique’s use of her powers, until Beast reminds them of the situation he is in.
Outside, Lorna addresses Havok and Random, asking that they can’t even look her in her eye, can they? She reminds Random of how he hurt her. The boy tries to defend himself, explaining that McCoy is the only person who ever took care of him. For as long as he remembers, McCoy has been working to help him control his mutant powers and give him a chance at normalcy. Without him, he’d be a pile of formless gunk. He helped create the Random identity and gave him a life. And Random really didn’t think anything he asked him to do was so bad. Maybe he was stupid to have trusted him but he’s the closest thing to a father he’s ever known. The thing about McCoy is he never makes you do anything you don’t really want to do, so Lorna had better watch Alex. McCoy played around with his head a bit, but none of it would have taken, unless he’d keyed into something that was already there. He assures her that he still doesn’t want to see her hurt. He’d rather die. He loves her. Spare me, Lorna scoffs. She feels sorry for him, but she will never forgive him for what he did to them.
What about him, Havok suddenly asks.
Inside, the freed Beast thanks X-Factor and announces that he will rejoin the X-Men to help battle Onslaught. Hold it right there, McCoy! Sabretooth suddenly snarls.
He sniffs him, announcing that he doesn’t lie the smell of any of this and he doesn’t like the smell of him. Forge and Mystique train their weapons on Creed, and Forge states he doesn’t know why his restraining collar is malfunctioning but he wants him to back off. Maybe the collar ain’t broken, Creed suggests. Wild Child suddenly moves in front of Creed, telling the others that he is right.
Outside, Alex assures Lorna that it’s really him. He’s finally gotten through McCoy’s mind control. He needs her to get him to Professor X to assure it stays that way. Does he expect her to take off the restraints, Polaris asks. That’s the last thing he wants, Alex claims. Not until the Professor give the word. That’s all the proof she needs, Lorna decides, kisses him and takes and takes off the shackles over Random’s protests. He’s lying, he shouts and turns back to his adult form, managing to free himself from his shackles. With his powers working again, he orders Lorna to move away from Havok and fires at her and Shard, forcing them to move away.
That’s sweet, Havok mocks, but did he think Lorna would fall to the hero bit? He pushed his powers to the limit, breaking free just to impress the girl. McCoy boosted his powers as well, Havok announces and fires at him, adding how about they finish what they started in Virginia. He owes Random for turning him over to McCoy.
Random finds that his powers to randomly reflect attacks isn’t working. Shouting for help, he turns into a puddle of grey ooze that drops into the sewers. Shard races after him, while Lorna turns to Havok, only to see that he’s still all powered up. Random was right, he announces. It isn’t so easy to shake off the effects of McCoy’s. First one has to want to.
Inside, Creed tells Wild Child to stuff his heroics. But he does give him credit for picking up exactly what he sensed. Creed hits the wall next to McCoy. Behind it there’s another chamber, where the true Hank McCoy is shackled. He thanks Creed and explains that in a last attempt to supersede him the impostor finally hoped to cause his demise by cutting off his oxygen supply.
Can they not see through such a simplistic deception, the Dark Beast asks Forge. No, they can’t, Forge admits. But Sabretooth can. Stars and garters, McCoy exclaims and tells him to use his brain. The real Hank McCoy exits the hole, announcing that’s enough. He may bamboozle his friends, he may even try to kill him, but when he steals an idiom which he worked so hard to coin he has stepped over the line. With that, Beast attacks McCoy and slams him on the ground. That done, he asks what he has missed.
Outside, Shard attempts CPR on the injured Polaris but finds she can’t solidify herself enough for chest compressions, let alone breathe for her. She is joined by the others and Forge orders Fatale to teleport them to the nearest hospital. Fatale asks McCoy whether she should comply once they unshackle her or should they make their escape? McCoy asks her to help. X-Factor will forever be indebted to them, and they can bide their time as their prisoners. After all, time is on their side. This is exactly where he wants to be.