Angel lies facedown on a hospital bed, his back bandaged where his mutant wings have been amputated. Marvel Girl and Iceman sleep on couches nearby, when Warren drifts back into consciousness.
Feeling woozy, Warren recalls the battle in the Morlock tunnels and that his wings were crushed. As he tries to get up, his back feels like it is on fire and Warren realizes his wings are gone.
Crying out in disbelief, Warren starts knocking over hospital equipment. Jean rushes to hold him back, telling him his wings were fatally gangrenous and she’s just glad he’s alive. Warren freaks out, screaming that this isn’t “alive”, and that Jean let them destroy him!
Meanwhile, in Anchorage, Alaska, Cyclops heads towards the city morgue. A police officer tells Scott the body is not a pretty sight, and he wouldn’t have bothered Scott except that his missing wife is a redhead.
As a morgue attendant slides open the drawer containing the body, the officer warns Scott that the body is badly decomposed and identification may be near impossible.
Scott replies that he has seen dead bodies before, but gasps at the sight of the redheaded corpse. At first he doesn’t believe that it is Madelyne, but soon convinces himself that it must be her.
Leaving the morgue, Scott relays his guilt to the officer, that it’s his fault that Maddie and the baby were killed. The officer tells Scott to get a grip, that he’s not to blame. Scott feels he should have been here, and now he has to stay and find out who killed Maddie and he has friends in New York who can help him.
Back at X-Factor’s headquarters, Beast answers a phone call from Scott while Skids, Rusty and Boom-Boom gripe about doing chores. Tabitha whines that it’s slave labor, but Skids is glad to rescued and get X-Factor’s help.
Boom-Boom scoffs that the training Skids has received hasn’t helped her, as Skids’ force field sends laundry flying in all directions.
Sending a dirty look at Tabitha, Skids notices that Artie is projecting a picture of Scott, who is on the phone with Hank.
Relieved to finally being hearing from his friend, Hank asks Scott if he found Maddie. Hank is stunned when Scott tells him of Maddie’s death and asks is there is anything X-Factor can do.
Scott asks Hank to get the team to join him in Anchorage, but Hank tells him they can’t leave as Warren’s wings have been cut off!
The kids, who have been eavesdropping, all cry out in alarm. Skids hugs a grieving Artie, who projects a picture of Angel saving him when he was lost in the Morlock tunnels.
Artie feels guilty about Warren’s wings being hurt by the Marauders, but Skids assures him it is nobody’s fault. Saving mutants is what X-Factor does, and sometimes they will get hurt in the process.
Masque interjects that they deserve what they get, being do-gooders who try to teach mutants to pass as humans and taunts that no one could teach Artie to look human.
Tabitha tells him to leave Artie alone and if it weren’t for X-Factor, Masque would be dead. Masque reaches to grab Boom-Boom’s face and she releases a time bomb in defense.
Hank swings in and deflects the bomb away from Masque with his foot. The bomb blows a hole in the wall and Hank misunderstands and thinks Tabitha was pulling another one of her pranks. He berates her for her irresponsible behavior and makes her do laundry as a punishment, while a smirking Masque looks on.
Several days later, Warren lies in his hospital bed, watching a news report about him losing his wings and the government’s investigation into his financial interest in X-Factor.
Jean walks in the room, overhears the news report, and shuts the television off with her telekinesis. She tells him he doesn’t need to hear junk like that, and Warren snaps back that all he’s hearing is lies about how he will get better and everything will be fine.
Jean says that he needs to hear that they love him, and care for him. Warren doesn’t understand how Jean can love him because without his wings he’s nothing, less than nothing and how could she let them amputate his wings!
Jean reminds him he would have died without surgery and Warren yells that he should have died. Losing his temper, he throws a newspaper across the room and screams at Jean to take her lies and get out!
In Anchorage, Scott is sitting in the funeral home in front of Maddie’s casket when he receives a call from Jean. She tells him how sorry she is about Maddie, but he needs to come home to help Warren. Scott refuses to come back, that he has to bury Maddie and find the people who murdered her.
Jean understands, but with Warren so angry and wishing he was dead, Warren needs Scott by his side. Scott yells that at least Warren is alive, that he wasn’t there when Maddie needed him and now she’s dead! Scott tells Jean he understands why she can’t come to Maddie’s funeral so she will have to understand why he can’t come home.
In the lower level of the X-Factor complex, Hank asks Erg and Caliban why they want to leave. Caliban can sense the other surviving Morlocks returning to the tunnels and they want to go home.
Hank suggests that they bring the other Morlocks back to X-Factor’s headquarters, where they will be safe and protected. An angry Skids tells Hank he didn’t do a very good job of protecting Boom-Boom earlier when she only set off her time bomb to defend herself from Masque.
Masque says that he is a Morlock and X-Factor doesn’t command him. He threatens to do want he wants and use his powers on anyone he cares to.
When Hank leaps in front of him, Masque reaches over and mangles Hank’s face. As Hank collapses in agony, Caliban orders Masque to change him back.
Masque snarls that Beast challenged him and he fought him, which is the Morlock way. Caliban reminds him that their way to answer a challenge is without using their mutant powers, and challenges Masque to a fight. If Caliban wins, Masque must change Hank back to normal.
Masque leaps at Caliban and grabs hold of his face, trying to use his power on him. Leech yells out to Masque and uses his power-draining ability to neutralize Masque’s attack.
Distracted by Leech, Masque forgets about Caliban, who slams him into the ground and twists his arm. He tells Masque to restore Hank or he will tear his arm off.
After Hank has been returned to normal, Erg thanks him for X-Factor’s help but they are returning to the tunnels to be with their own kind. Skids understands and feels like she should go with them, but she wants to learn to control her abilities and she decides to stay with X-Factor.
At the cemetery in Anchorage, Scott stands over Maddie’s grave. He tells her how bad the past few months were, that he had almost wished her dead so he didn’t have to choose between her and Jean.
Above the gravestone, a vision of Madelyne appears, sarcastically telling him what a tough problem choosing between them was. He tells her she may not believe it, but he loved her and baby Nathan and he’ll kill whoever murdered her.
Maddie scoffs at his righteousness, and her face turns into a skull. She tells all the time he’s been here, Angel is in New York starving himself, brooding, killing himself while Scott is here chasing a dream.
Scott can’t believe that Warren is killing himself, that he is alive with Jean watching him. Scott takes off out of the cemetery, running away from the fading vision of Maddie.
That night at St. Vincent’s hospital, the nurse comes in the check on Warren and gives him his sleeping pills. Warren pretends to take them, but quickly throws them in the trash when the nurse leaves the room.
Struggling out of bed, Warren dresses and disguises himself with a lab coat. He flags down a taxi and heads to Kennedy Airport-he has to fly one more time!
High above Manhattan, Apocalypse’s ship hovers, cloaked from human and mechanical senses. Apocalypse tells his Horsemen to look below at the wretched, weak humans and how mutants like themselves have become soft and the gene pool polluted.
The weak must be removed to give the strong room to thrive, and Apocalypse’s Horsemen will soon thunder over the earth. Pestilence, War and Famine will soon be joined by the fourth Horseman, Death and the strong will live to sit at the right hand of Apocalypse and the weak shall burn!
Back at the X-Factor complex, the team says goodbye to the parting Morlocks. Masque scornfully tells Skids that he hates her for staying with X-Factor to learn to control her powers and he will destroy her.
Caliban gathers up Leech, who is sharing a tearful goodbye with his pal Artie. Caliban tells Jean he will honour his promise to Scott and return to X-Factor.
Jean carries Artie off to bed and Hank discusses his disappointment about the Morlocks leaving with Bobby. He asks Bobby to join him for a quick workout, but with all that is going on Bobby just wants to go somewhere and think.
When Hank’s back is turned, Bobby is teleported away in a flash of light! Hank turns around and is stunned that Bobby disappeared that quickly, but assumes he was just fast on his feet.
The next morning, Hank trains with Skids while she tries to pick up a piece of chocolate. Unable to control her force field, the chocolate goes bouncing across the room. As Hank yawns, a frustrated Skids asks him if she’s boring him and why hasn’t he gone to pick Scott up from the airport?
Yawning again, Hank starts to reply when Jean bursts into the room. She tells him Warren has left the hospital and was spotted taking a cab for Kennedy Airport and saying he wanted to fly one more time.
Jean cries that Warren changed his will, giving everything to X-Factor and that he thinks they would be better off with him dead. Fearing the worst, Jean and Hank hop in X-Factor’s helicopter to try and stop him.
At Kennedy Airport, Scott spots the X-Factor helicopter and is surprised they came to pick him up. Jean tells him about Warren, as Hank confirms with the flight tower that Warren has filed a flight plan to Arizona.
They see Warren’s plane on the runway, and it takes off. Jean notices that the plane is turning out over the ocean, instead of heading for Arizona.
Suddenly, Warren’s plane explodes in to ball of flames. Jean and Hank cry out and Scott berates himself for not coming to Warren sooner. Jean tries to comfort him, telling him it’s not his fault.