In the Hudson River, a tugboat almost capsizes, as it’s nearly rammed by the massive space ship that once belonged to Apocalypse. A man on the bow hangs on to the rail and calls out, “haul hard to port!” Water splashes over the bow, men fall overboard. The tugboat’s captain, Gilroy, is perplexed, wondering how they could’ve hit that huge ship. We didn’t hit it, a crewman says, it hit us! It’s almost as if the ship’s come to life. . .
From their vantage point atop the ship, X-Factor’s young wards observe a tugboat ramming their ship. The barge that the tugboat was pulling is wrecked. The whole ship is shaking, but they know that the tugboat couldn’t cause their ship to shake. They initially blame it on Rictor, but he says he hadn’t lost control of his power in ages. Boom-Boom notices that the ship looks bigger – now it’s blocking the river! Rusty realizes that the damage it sustained in battle has disappeared. The kids don’t think they can handle the situation themselves, so they rush off to alert X-Factor. But, as soon as they get moving, the floor of the ship opens up beneath them, swallowing them up.
The vibrations are felt inside the ship as well. Bobby thinks it’s an earthquake. Jean disagrees. Hank, with a mouthful of apple, tells them it’s Rictor. Jean disagrees with that hypothesis, as well, saying that Leech would have dampened his power immediately. Jean and Bobby go up to investigate. Bobby tells Hank to wait where he is. He doesn’t want Hank exerting himself and further dulling his intelligence. Hank refuses to listen, so Bobby freezes Hank’s feet to the floor.
Iceman and Marvel Girl, suspended in mid air by her telekinesis, look down at the damage caused by the collision. It’s not too bad; just a few sunken barges. Iceman says that the tugboat must’ve been going full tilt to cause that powerful impact. When they arrive at the tugboat, one of the crewmen informs the two members of X-Factor that their ship bashed a hole in the side of his boat. Iceman is confused, saying that it was the tugboat that rammed the larger ship. He says this as he patches the tugboat’s hull with a blast of ice.
The crewman thanks him, but insists that it was indeed their ship that rammed his, adding, “I’m gonna sue your tails off!” But Iceman says that they aren’t the owners of the ship; they’re only living there because they defeated its owner and their own headquarters were destroyed. But one of the crewmen isn’t satisfied. X-Factor’s building was destroyed, along with half of the city, he says, climbing onto an ice floe created by Iceman. It’s X-Factor who’s responsible for putting that ship in the river.
Before Iceman can respond, Marvel Girl tells him not to waste his breath – the man’s already made up his mind. Just then, she wonders where the kids are. Iceman doesn’t know, nor does he know what makes “that dude” think X-Factor’s ship attacked theirs. But before he can finish his sentence, he’s interrupted by a loud, mechanical noise.
Turning around, they see some sort of belligerent-looking device emerge from the hull of the ship. “But it looks like we’re about to find out,” Iceman says. They both leap out of the way just as the device springs forward on a flexible arm in an attempt to crush them. “We could use Cyke about now!” Iceman says. Marvel Girl says to forget about Cyclops. He’s gone to find his son, alone.
Meanwhile, Scott is stuck at the airport because of holiday crowds and a freak blizzard in Dallas. He’s trying to get to Dallas so he can talk to Freedom Force to see if they heard Maddie or the X-Men say anything about the whereabouts of his son. He is feeling guilt over abandoning his baby, just like he was abandoned. He thinks about how terrible it was growing up in an orphanage, and he won’t leave his own son to be raised in one.
here is. . . As Boom-Boom frees the others, a cloudy image appears above them in shades of pink. It’s an arrow, one of Artie’s projections. It starts moving, and they follow it, hoping it leads them to Artie.
In the main communications complex, Hank struggles to break free from the ice Bobby used to freeze his feet to the floor, but he knows it was done for his own good. If he used his strength, he’d just lose more intelligence thanks to the touch of Pestilence, one of Apocalypse’s Horsemen. He should just stay put, but the ship keeps rocking and shaking, and he hears the sounds of gunfire from above. He feels like he has to help his friends. Finally breaking free from the ice, he bounds forward to help his friends.
And they look like they need all the help they can get. Iceman’s arms are trapped in mechanical shackles; coils neutralize his power as fast as he can generate it. Marvel Girl has her hands full trying to deflect a constant barrage of rockets.
Just when Iceman thinks they’ve had it, Beast pops up through the roof, tearing a cannon from its foundation and sending its projectile up in the air between two helicopters. Beast seems to not even notice he just saved their lives, asking with a smile if they need a hand. It is just enough help to give Iceman a chance to overload the coil that is neutralizing his power, if he can just manage to concentrate. . . He grimaces and grips the machine with both hands, finally generating enough ice to crack it.
With two obstacles out of the way, the two mutants divert all their energy to helping Marvel Girl. They rush to her aid, but another trap springs to hinder their efforts. As they scramble to free themselves from a morass of mechanical tentacles, Iceman warns Beast not to struggle – if he keeps it up, according to Iceman, he’ll end up with guacamole between his ears!
At that moment, a rocket launcher emerges from the deck of the ship. Trapped by the tentacles, Iceman and Beast can only look on in horror. However, before the rockets fire, the launcher is destroyed by a red beam of energy. It’s Cyclops, swinging down from a helicopter without a moment to spare. He immediately resumes his role as leader: he chastises Iceman, telling to stop gawking and help Jean by freezing the other rocket launcher. He does, but the mechanism was already armed. With the launcher frozen, the rockets have nowhere to go, and the whole array explodes.
Jean thanks Scott for saving them, but says he shouldn’t have bothered. They’re going to have to learn how to take care of themselves. Scott says that he doesn’t think that all of them together can handle the monstrosity coming towards them: a ghastly machine bristling with claws, hooks, and blades!
Elsewhere in Manhattan, Angel flies toward a high-rise apartment building, the residence of Candy Southern, the woman who once loved him. He thinks about the last time they saw each other, a month ago. To him, it seems longer. He remembers how they fought over a childish misunderstanding… so much has changed since then.
He lands on her balcony, thinking that she can’t find out he’s alive, or what he’s become. He opens the door and peers through the curtains, calling her name. She’s not home. She’s a busy world traveler, hardly ever home, but Angel hoped she’d be there anyway. He’s surprised to see that she kept an old picture of the two of them. He looks at the image of himself, at his white skin, blond hair, the feathered wings that had been amputated, “the old me,” as he says. Candy doesn’t know about the “new improved version.”
He finds an envelope from Trish Tilby, “reporter witch.” He wonders what she has to do with Candy. Then he finds a dart on the floor, tipped with poison or tranquilizer. He fears that Candy is hurt, or even dead, because of him. For what other reason would anyone harm her? A bright flash in the sky catches his attention. It’s Apocalypse’s ship, out of control. Angel thinks for a second that he could help, but then changes his mind. He won’t help the people who abandoned him to Apocalypse. “Let them deal with the ship,” he says, “if they can!”
The members of X-Factor are “dealing,” but just barely. The giant claw of the machine that began attacking them earlier snaps shut right on their heels. Iceman says that they ought to postpone the debate over Cyclops’s presence for another time. Falling to the ground, Cyclops calls for his friends to scatter as his visor lights up, ready to unleash an optic blast. He destroys the machine, sending bits of purple scrap metal in every direction.
Still, they are still not safe. Jean beckons Cyclops to duck – incoming smart bombs! Jean diverts them with her telekinesis, causing them to collide and explode in mid-air. “Cyke saved you, you saved him,” Iceman says to Jean, “what say you call it even?” Cyclops tells him to shut up and freeze the giant launch assembly just meters in front of them. “You think I can’t talk and freeze stuff at the same time?” Iceman quips in his usual fashion. He freezes the launch assembly and Beast hurls a shard of debris at it, destroying it completely.
Iceman comments on their great teamwork. And that’s the point – teamwork, Jean tells Cyclops as they stand back-to-back in a defensive position. Jean has relatives missing, and she is feeling guilty about not searching for them, like Cyclops left to search for his son. But it’s not his problem alone, she tells him. Jean doesn’t want to get used to counting on him if he’s just going to walk away. Cyclops says that he came back when she needed him. What further proof does she need that they can count on him?
Deep inside the ship, the kids finally catch up with Artie, who is peering over a ledge at some massive, dome-shaped object. They stand in awe of this thing, connected to other parts of the ship by huge cables. One of the kids warns Leech to stay away from Artie – he’ll need to be able to use his power to tell them what it is.
With an intense scowl and glowing eyes, Artie projects a series of images. First he projects a picture of the semi-spherical object (the giant dome in front of them), then a picture of a brain. It’s the ship’s brain! Then he projects a brain shackled by heavy chains and a heavy iron ball. The ship’s brain is in trouble? Finally, he projects an image of one of the cables connected to the ship’s brain, superimposing an X over it. That cable is what’s imprisoning the ship’s brain!
Rictor volunteers to shake the cable off, but Boom-Boom says he’d shake the brain to jelly. “But a time bomb. . .” she begins, but Rusty interrupts her: “. . .could blow the shackle and the brain to smithereens!” Her feelings hurt, Boom-Boom challenges Rusty to do it himself – but not to blame her if the whole ship bursts into flames! Rusty squints and takes aim, pointing his index fingers at the target. They glow yellow. “Scott and Jean worked hard to train me,” he says as he triggers a small explosion along the surface of the cable. “And I’m not gonna let them down!” And he doesn’t. The small pyrotechnic blast becomes a huge explosion, ripping through the cable and scattering debris in all directions.
The kids all cheer, and a computerized voice thanks them for freeing its external logic functions. It’s the voice of the ship. “It talks!” Boom-Boom says. “I do… now,” the ship replies, “but Apocalypse still controls much of my body, and that is bad. . .10. . ” Rictor asks why the ship said “10.” The ship says it’s because Apocalypse put numerous override signals in place so that his program could run undeterred. . . .9. . .
Rusty asks what the countdown is for, and the ship tells him that Apocalypse so valued the ship, that he’d rather destroy it than leave it to serve X-Factor. “Now you know my secret,” the ship says. The ship goes on to say that Apocalypse has armed a deterrent placed within the hull. . . .8. . . When one of the kids mentions warning X-Factor, the ship locks them in, saying Apocalypse won’t allow that – they will remain trapped unless the ones without can save them. . . .7. . .
On the outside, the ship has suddenly stopped fighting X-Factor. Cyclops talks to the ship, saying that they will remove the bomb if the ship can locate it. . .6. . . The ship instructs “the one called Marvel Girl” to lift them to a certain location. …5. . . then for Cyclops to cut his way inside. His optic blast leaves a twisted mess of metal in its wake, but the ship’s hull instantly begins repairing itself. it begins repairing itself. The ship apologizes, saying it has not yet gained total control from Apocalypse. . . .4. . . Iceman tries his hand. “Let’s see it fix itself at 100 degrees below!”
The ship instructs them that the bomb is inside and may be difficult to dislodge. …3. . . Cyclops has Jean carefully lower Beast into the hole, making sure to keep him safe from the sharp metal wreckage. But the headstrong Beast isn’t scared. He punches his way through the debris and finds the bomb. ... 2… and tears it from the hull. Jean uses her telekinesis to lift Beast out of the hole, yells for him to get rid of it. He hurls it into the sky. The ship calls the final number in the countdown as Jean and Cyclops look on pensively in the brief silence before the bomb explodes. When it finally does, shockwaves and smoke ripple out over downtown Manhattan and the Hudson River.
After a short conversation with an apologetic ship, X-Factor make their way into the bowels of the ship, where their students have been trapped. Cyclops pounds on a pair of heavy steel doors, calling out to Rusty and the kids. The ship reminds him that the door has been sealed shut and is about to offer an alternative plan when one of Artie’s projections appears over Jean’s head: a pink arrow floating in a white cloud. She gets Cyclops’s attention, assuring him that the kids must be in there. She’s amazed that Artie can now send his projections over long distances, acknowledging that their training has done some good, after all.
Jean then takes the opportunity to apologize to Cyclops for snapping at him earlier, saying he has every right to look for his son alone, if that’s his choice. He doesn’t seem to pay her any attention, instead yelling to the kids on the other side of the door, telling them to stand back – he’s going to punch his way in. On the other side of the door, the kids all huddle behind a couple of large tanks as Cyclops’s irresistible optic beams obliterate the door.
As X-Factor and their wards enjoy a happy reunion, Cyclops replies to Jean and the rest of X-Factor. As the self-appointed guardians of the mutant race, he says, it’s wrong for him to divert the team’s energy for personal needs. As Jean hugs a very happy Leech, she says, “I know, Scott, but we’re also a family. Don’t you feel it?” He feels it, but he’s never been good at families. Jean wonders if it’s because he’s never given himself a chance. The ship expresses a wish to be part of that family, to be their home and theirs to command. He observes a group of humans outside, and it seems the ship’s restlessness has made them nervous.
Outside the ship, X-Factor holds a press conference. Cyclops explains to the crowd that the ship is sentient, controlled by an artificial intelligence. It had been subverted by Apocalypse, who planted a bomb on board, but X-Factor defused the bomb and freed the ship. He goes on to say that their young students played the most important part, and that X-Factor’s strength was in unity. It has served X-Factor as X-Factor serves and protects all people, human or mutant, wherever help is needed.
As Cyclops makes his speech, Apocalypse watches on a giant monitor with Caliban standing over his shoulder. The screen they stand in front of is so large that Cyclops’s head appears twice as tall as either of them. To Caliban, it appears that X-Factor has won this hand. “But not the game, my hellhound,” Apocalypse replies. X-Factor is worthy to command the ship, for now, he continues. They’ll use it to rescue and train other mutants, as they did Caliban, and they will come to find that the ship is a thing if immense power. But it will prove more dangerous to them than any bomb on Earth.
As Caliban looks uneasily over his shoulder at the giant image of his former leader, Apocalypse says that Caliban’s future holds a different kind of power. His transformation is about to begin!
While at a trendy singles bar in Manhattan’s West Village, the customers at the bar, as well as the bartender, are fixated on the television. A sentient ship. . .a villainous arch-fiend. . .a brave band of mutant heroes. . .one of the patrons finds it all very romantic. She imagines Cyclops is very handsome behind that mask, but her favorite is that beautiful Iceman!
However, one of the men at the bar disagrees. He thinks she’s just dazzled by a few powers. “If I could do even half of what those dudes can do I’d…” She interrupts him, asking him if he actually wants to be a mutant. The way girls swoon over them, he says, who wouldn’t want to be one? She’s a strangely beautiful woman in a tiny, frilly green dress, blue-black curls piled on top of her head. She eyes him seductively. She flatters him, calling him handsome, special; saying she’s drawn to him. She beckons him to come home with her, where he can tell her all about what kind of power he might fancy. . . “And I’ll tell you why I simply need that adorable ship!” she says, as they head for the door, arm in arm.