New York City, where civilians and the media alike have gathered to witness the Mayor thanking the Avengers and Tony Stark on behalf of all of New York, for donating the site of the recently destroyed Avengers Mansion to New York City. While Thor, She-Hulk, the Black Knight and Dr. Druid, well not Dr. Druid, revel in the adoration from the crowds, some cloaked figures stand nearby and mutter quietly, ‘See them simper!’ ‘How they smile and wave!’ ‘Trained apes frolicking for the crowd!’.
Thor thanks the Mayor on behalf of the Avengers for the city’s many years of hospitality, adding that they are pleased to return the favor in some small part by providing this much-needed park-land. The four shady figures, clad in long trench coats and wearing wide brim hats, remark that it is disgusting how the mighty Avengers revel in the adulation of lesser beings, the humans. ‘It sickens me!’ one of the others exclaims.
A reporter asks Thor for his comments on the recent defeat of the Leviathan, while a photographer for the Daily Bugle exclaims ‘Say, cheese!’ and the handsome Black Knight asks Dr. Druid if he ever smiles. ‘Hey, She-Hulk! Who’s stronger? You or Thor?’ shouts out a fan, while someone else asks if the Black Knight really looks like Harrison Ford beneath his mask. ‘Can I have your autograph?’ someone else exclaims.
One of the hidden beings points out that She-Hulk has moved into the crowd, and another exclaims that she is coming their way. ‘Hold your ground and mimic the actions of the humans around you’ one of the beings remarks, adding that the crowd’s attention is on the Avengers, ‘And their attention is feeding their tremendous egos’. Another points out that this is their perfect opportunity to study the Avengers at close range, so shakes She-Hulk’s hand as she walks past them.
The four shady beings then quickly make an exit, passing through the crowd until they come to a secluded area, ‘Fah! They grow and soft and weak!’ one of the beings remarks. ‘While we are strengthen by our drive to conquer…our need for vengeance’. One of the beings pulls a small device from his trench coat and contacts someone calls Lord Zano, announcing that they have seen enough and are ready to return to their ship. Instantly, the four are teleported away, leaving a smoldering mass where they once stood.
The alien space ship hovers above Earth, and inside it, Lord Zano tells his operatives that they may remove their disguises, before asking them if they were successful. Four alien warriors approach their leader, Lord Zano, disguises gone, they reply that they were, and that as ordered, they observed the Avengers both up close and from afar. ‘We have the templates of their beings’ another of the operatives remarks.
‘Then begin the transformations! Not just in bodies…but in power!’ Lord Zano orders. The four aliens do so, each transforming into one of the four Avengers - Thor, She-Hulk, Black Knight and Dr. Druid - and remarking that they are the Avengers duplicates, their equals. ‘Nay…their superiors in every way!’ another exclaims. ‘Where they are weak and gentle, we are strong and cruel!’. The alien transforming into Thor remarks that they only need the duplicate weaponry now, Thor’s hammer and the Black Knight’s sword.
Lord Zano exclaims that Xartan technology will provide those, before examining his warriors and exclaiming ‘Excellent…truly excellent! You are the Avengers!’ he exclaims, before declaring that the soul of his dead father cries out for vengeance - against Thor - defender of Earth whom he fought his first battle with. Lord Zano recalls that battle and tells his soldiers that none of the forms he assumed vanquished Thor, and he was crushingly defeated by the Norse God, who then conquered his father by flinging him into space. ‘This humiliation at Thor’s hands let to his ouster as supreme warlord of Xarta. Us he forced to assume the form of trees, confident that we would remain mindlessly trapped forever!’ Lord Zano explains.
Lord Zano calls Thor a blind fool, for without conscious control, their forms, in time, revert. He declares that they have wakened, vowing vengeance and determined to carry out his father’s final order and redeem their birthright. ‘We have bided our time, studied the Earth, made certain that we have every advantage’. Lord Zano points out, announcing that right now, their ship heads for Hydrobase, where they will destroy Thor and the Avengers who aid him. ‘In the forms of Earth’s Mightiest Heroes, we will conquer their Earth…and use this world to launch an armada that will retake Xarta for out own!’ Lord Zano boasts, when suddenly, the Xartan disguised as the Black Knight, announces that there is another spaceship over the Atlantic….
Inside the aforementioned ship, which is actually a sentient vessel, appropriately called “Ship”, headquarters and home of X-Factor, Scott “Cyclops” Summers declares that they got here as soon as they could and asks how the Beast is. Ship announces that the Beast is in a coma, and that it is possible he is dying. Jean “Marvel Girl” Grey tends to the unconscious Dr. Henry McCoy while Bobby “Iceman” Drake wipes away a tear, exclaiming that it is all his fault, for while Scott and Jean were away, he was taken by a girl that he rescued, a mutant named Infectia who could make flowers grow larger with a kiss.
‘It was a gentle little power, and she was gorgeous…and I fell for her’ Bobby tells his friends, before explaining that it turned out that Infectia was the one how made the Anti-Bodies, it seems she can change people too. Ship makes it known that Infectia even threatened him, while Iceman explains that Infectia captured him, which is when Hank broke in and took a kiss that was meant for Bobby himself. Iceman reveals that Hank began to transform, like the Anti-Bodies transformed, before turning normal and collapsing. Bobby admits that Hank tried to warn him about Infectia, but that he wouldn’t listen to him since Hank’s mind had been destroyed by Pestilence. ‘And I thought…what could he possibly know about anything…? And now…’ Bobby’s voice trails off.
Ship explains that if not for Pestilence’s attack, Hank’s body repair systems would not have been over-activated, and he would be dead, already. Jean tells Scott that they have to stay here with Hank…just in case. ‘In case he dies, Jean? Like my brother and Maddie died? Like everyone I love dies?’ Scott asks, upset, before reminding Jean that his son, his baby is out there somewhere in danger. ‘I’m helpless to stop any of it!’.
Cyclops points out that Destiny’s hints concerning his son’s whereabouts were so oracular and obscure, to which Grey remarks that they wouldn’t know where to begin looking for him, in any case, which is when Ship offers to help. Ship asks Cyclops to feed the information into his computers, when suddenly, he interrupts himself, announcing that something strange is approaching. ‘It looks like…’ Ship begins, ‘Thor!’ Iceman exclaims as he motions to the monitor, when, suddenly, there is a mighty crash, startling X-Factor.
‘What was that?’ Scott asks, to which Ship reveals that Thor has smashed through his hull, before remarking ‘Thor is our friend, is he not? Why would he do this?’ Scott replies that he doesn’t know, but they are going to find out. Ship announces that Thor has planted a device on the floor, and suddenly, She-Hulk, Black Knight and Dr. Druid appear.
Ship informs X-Factor that the Avengers have teleported inside, and remarks that only mutants can enter. Ship declares that he has run a check, and that part of his programming remains intact. ‘How can this be? Should I take defensive action? Are the Avengers secretly mutants?’ Ship asks, question after question. Scott tells him not to worry about that now, as the Avengers are in, so they need to decide what to do about them.
Several decks away, the wards of X-Factor are hanging out. Rusty Collins and Sally “Skids” Blevins are ready, Artie Maddicks chases the Morlock known as Leech around, Rictor sits at a desk playing on the computer, while Tabitha “Boom-Boom” Smith holds up one of her records and asks who has been using them for a pizza tray. ‘It can only improve it, Boom-Boom. Crippled Puppies howls - loud and long!’ Rictor exclaims, before asking her how she can gripe about that junk with Hank so sick. ‘If we’d just been more alert…’ Rictor remarks.
Boom-Boom puts the record into its sleeve and remarks that destroying her record is not going to help Hank get better, before complaining that they shouldn’t have to play records anyway. ‘If this Ship is so great, why don’t we have a CD player?’ she asks. Rusty frowns and points out that they have another problem. ‘You know where X-Factor’s thinking of sending us?’ Sally remarks. ‘Boarding school!’ exclaims Leech, while Rictor adds that the deadline for the Mutant Registration Act is only days away.
‘So we got a few problems! When X-Factor rescued us, we didn’t think it would be a total bed of roses!’ Boom-Boom replies, deciding that they will just have to convince X-Factor that school would be a very bad idea. Suddenly, the door to the kids’ lounge slams down and locks them in. Boom-Boom bangs on the door, asking Ship why he locked them in. ‘I didn’t mean that crack about the CD player!’ she tells him, but Ship replies that he is not offended, and that he has his orders. ‘Orders?’ Rictor asks, but gets no response.
Meanwhile, Cyclops, Bobby and Grey run through the corridors, and Cyclops remarks that the kids won’t like being locked in, but that they don’t know what to expect from an attack like this, and they cannot risk the kids being hurt, adding that the Avengers are way out of their league. Jean wonders how the Avengers got inside, and what it is they are doing here, to which Bobby suggests that they might be acting on behalf of the government to make certain that X-Factor complies with the Registration Act. ‘We’ll find out soon enough’ Scott replies, pointing out that the Avengers should be in the junction, but as X-Factor enter the large chamber, they find no-one.
Ship remarks that this is where the Avengers arrived, however he can no longer register their presence, when suddenly, ‘Cyclops! Look out!’ shouts Grey as Thor’s hammer comes careening towards Scott. Jean manages to telekinetically move Scott from harms way, while Ship apologizes and remarks that it appears the Avengers can somehow screen themselves from his perceptions. After the hammer smacks into the ground, it returns to “Thor”, standing above X-Factor on a platform, Scott asks him why he is here and what he wants with them.
‘We want your deaths!’ shouts “Dr. Druid” as he reveals himself, while the “Black Knight” and “Thor” leap towards X-Factor and “She-Hulk” busts through a wall nearby. ‘Surrender!’ the “Black Knight” exclaims as he places his sword to Scott’s neck, while “Dr. Druid” conjures a spell, the fake She-Hulk punches Iceman in the face while boasting that this will become the first ship in the armada to conquer Earth. ‘Conquer the Earth?’ Bobby asks, confused, wanting to know why the Avengers would want to conquer Earth.
Cyclops manages to flip the fake Black Knight over his shoulder, crashing him into some equipment, while “Druid” warns Marvel Girl not to come any closer, or else he will destroy her. ‘I think not!’ Jean replies, declaring that she was a telepath once, and as she stands in what appears to be some flames that “Druid” has conjured, Jean declares that enough rudimentary awareness remains that she can feel what Druid is doing, and can fight it.
The fake Druid points out that Jean is having to use every ounce of her concentration though. ‘Keep back!’ Cyclops calls out to Jean, who replies ‘No!’, while the fake She-Hulk backs Bobby up against a wall, as Bobby remarks that he would hate to have to ice a lady, ‘But you Avengers have obviously popped your corks!’ As Jean begins to melt in the flames, she assures Scott that the flames are not real, when the fake Thor suddenly punches Cyclops, boasting ‘But my victory is!’.
Decks below, ‘Ship…have you lost you mind!?’ Rusty asks as he and his friends watch what is transpiring on a monitor. Sally reminds Ship that he got over locking them in when they saved him from Apocalypse’s bomb, to which Ship replies that this is different, for Cyclops has given him a direct order. Sally remarks that she doesn’t understand why X-Factor are not fighting back. ‘X-Factor could take ‘em easy!’ she declares, while Rictor points out that the Avengers are supposed to be their friends.
Suddenly, Artie Maddicks projects an astral image of the four Avengers, with a red circle around them and a line through it. ‘What do you mean, Artie?’ Boom-Boom asks, while Leech declares that Artie is right, and tells everyone to look at the television, where Dr. Druid frowns at the camera as a reporter, Chuck Cherkle, can be heard announcing that they are at New York hospital, where it has just been revealed that Dr. Druid is the new chairman of the Avengers. ‘Your comments, Dr. Druid…?’.
Skids begins banging on the door, pointing out that X-Factor is going easy on those guys out there because they don’t want to hurt the Avengers, only they are not the real Avengers. ‘C’mon, Ship - let us out! We’ve got to tell them!’ Sally exclaims. ‘Mr orders…’ Ship replies, before Boom-Boom asks Leech to keep his power canceling field real close to him. ‘Guys, if you want the door opened…all you hafta do…is ask!’ Boom-Boom exclaims as she tosses a time-bomb at the door, creating an explosion.
Watching the battle between X-Factor and the “Avengers” from a nearby corridor is Lord Zano, who decides that the battle is not going well. ‘We are four against three…and have the power of the mightiest heroes on Earth!’ Lord Zano remarks to himself, adding that his minions have been ordered to defeat these humans called X-Factor, ‘They cannot fail…and yet…’ Jean tosses a telekinetic bubble around the fake She-Hulk and holds her in the air, while Iceman, on an ice-sled challenges “Dr. Druid”, until an optic beam which Cyclops aimed at the fake Thor ricochets off the fake Thor’s hammer, and cuts the sled where Bobby stands, causing him to fall to the ground.
Lord Zano decides that if he wants X-Factor defeated, he must see to it himself, adding that he has studied their powers and can provide what is needed to counter them. Iceman stands before the fake Black Knight, remarking that the Avengers obviously have some problem with X-Factor, ‘You can’t really think we’re gonna use this Ship to conquer the Earth…can you?’ Bobby tells the “Black Knight” that he doesn’t want to hurt him, as they have been friends. ‘And that mistaken belief has stayed your hand!’ the fake Black Knight replies as he smacks Bobby in the chest, causing Bobby to fall to the ground, the fake Black Knight raises his sword above Iceman, ready to bring it down as he exclaims ‘It will not stay ours!’.
But before the phoney Black Knight can strike the handsome mutant, Cyclops comes to his teammate’s aid and fires a powerful optic blast at the “Black Knight’s” back, causing him to drop his sword. Bobby remarks that it is lucky he is in his ice form, adding that he thought the Black Knight wouldn’t cut him, as his sword has a curse on it. Cyclops turns to the fake Thor and remarks that the Avengers are obviously beyond reason, to which Thor just smirks, so Scott orders Grey to take them out now, and not to hold back. Suddenly though, Lord Zano, transformed into a large demonic-like being, enters the chamber, ‘Yes…do that! All of us will be most interested in how you will accomplish it!’ he bellows.
Below, the X-Factor kids storm out of the lounge area, while Ship exclaims that he has his orders, and slams another door closed on them. Boom-Boom asks Ship why he is doing this to himself, as she will just blast them out again. Rusty begins burning his way through the panel as Ship declares that he will erect yet another barrier, pointing out that Cyclops is their leader and he wants them all to be safe. ‘I must obey him…and redeem myself in his eyes’ Ship remarks. ‘Redeem yourself? From what?’ Rusty asks as the completes the hole and passes through, followed by his friends.
Ship explains that he didn’t keep Bobby safe, as he gave him an aircraft to go into the city with Infectia, even though he knew she was dangerous, because she had threatened to use her power to change him if he didn’t obey. Sally notices that Rictor is missing, and asks where he has gone, to which Artie projects an astral arrow, which points in Rictor’s direction. ‘Hank…room…’ Leech remarks as the kids go and stand in the doorway.
Ship tells the kids that he then gave Hank an aircraft to go and rescue Bobby. ‘Look at the result: I did not keep him safe either!’ Rictor hangs his head solemnly as he stands beside the unconscious Beast, remarking that they all slept in late, otherwise they would have stopped Bobby, or gone with Hank and spared him from all of this. ‘Look, Ship, this time you’ve got to let us help X-Factor!’ Rictor pleads. ‘Or something like this could happen to them all!’.
Back at the battle scene, Lord Zano exclaims that he has studied them and knows their powers will not affect him, while the phoney Thor punches Cyclops, who manages to evade impact, though “Thor” exclaims that soon he will not be so lucky. Jean attacks Lord Zano telekinetically, and soon exclaims that she is feeling dizzy. Lord Zano boasts that her powers do not affect him, for he has become an ironion juggernaut. ‘The frequency I emit will cloud your minds!’ Lord Zano exclaims as the fake Black Knight punches Cyclops, and the phoney She-Hulk deals a powerful blow to Iceman. Lord Zano declares that they will increasingly be unable to resist him, and boasts that he has structured himself to be invulnerable to them all, and punches the ground where Grey is standing, knocking her over.
Another plasma time-bomb signals another explosion as the kids try and break through into the chamber where X-Factor are in dire need of help. ‘Well that didn’t work either!’ Boom-Boom complains. Sally tells Ship that it doesn’t surprise her that he can instantly repair any damage that they might cause, to which Rictor suggests Ship rethink he strategy, and at least tell X-Factor that the Avengers in there are fakes. ‘Let them know that they should quit pulling their punches!’ Rictor suggests.
But Ship replies that there was no need for him to tell X-Factor, as a giant alien monster suddenly appeared and is fighting them. Ship adds that the monster has made it quite clear that none of them are what they appear to be. ‘Then that’s something! They oughta be mopping the floor with those guys!’ Rictor exclaims. But Ship replies that is not the case, as the monster has observed them and designed himself to be impervious to X-Factor’s powers.
Rictor exclaims that now more than ever Ship must let them go help X-Factor. ‘Don’t you see? It designed itself to counter their powers - not ours!’ Rictor exclaims. ‘But my orders…’ Ship begins, causing the kids to hang their heads, while Rictor remarks that Ship followed Bobby’s stupid order and let him to with Infectia. ‘And see what happened to Hank!’ Rictor remarks, before asking Ship if he wants that to happen to the rest of X-Factor too. ‘Use your head! Think for yourself. Please…we’re their only hope!’ Rictor exclaims.
Inside the chamber, the fake She-Hulk pulls of Cyclops’ visor, causing optic beams to scatter throughout the chamber, despite Scott trying to cover his eyes, the phoney She-Hulk then smashes the visor, while Lord Zano approaches Jean and boasts that he will destroy her. Suddenly, ‘No! Stop!’ shouts Leech as he rushes towards Lord Zano, who has picked Grey up. ‘No powers!’ the young Morlock exclaims as he leaps on Lord Zano’s leg, causing the alien to revert to his true form, and freeing Grey.
‘What?’ gasps “She-Hulk”, as she sees Rictor standing nearby. ‘It’s the cavalry to the rescue!’ Bobby exclaims, blasting the phoney She-Hulk with a burst of ice, and telling her to chill out. The fake She-Hulk then falls to the floor, motionless. ‘Hey…what’s happening?’ Bobby asks, while, nearby, Artie Maddicks has created an astral projection of Dr. Strange, and challenges “Dr. Druid”, who remarks that they have observed his mystical powers. Iceman is shocked when the unconscious “She-Hulk” reverts back to its true alien form, while Grey remarks that Dr. Strange’s powers are well established, but not needed here, and uses her telekinesis to lift some equipment up and smash it into the fake Dr. Druid’s head, knocking him out, to Artie’s delight.
The “Black Knight” attempts to strike Skids with his sword, but finds he cannot touch her. Sally points out that it is obvious how she got her codename, and pokes her tongue out at the fake Black Knight, while Jean removes his helmet with her telekinesis, and Rusty goes over and punches him in the face. ‘Thanks, Marvel Girl!’ Rusty exclaims. ‘The pleasure was mine!’ Grey replies, to which the phoney Thor bellows that the final victory will be his, and smashes the floor with his hammer, then begins to spin it around, ‘Children! Mere human babies! You have foiled our great purpose…and I will destroy you!’ he boasts.
‘No! Leave them alone!’ Cyclops exclaims, eyes clamped shut. ‘As you wish!’ “Thor” replies as he tosses his hammer. Bobby calls out for Scott to duck, which he does, just in time, while Boom-Boom remarks to Bobby that the hammer acts exactly like Thor’s does, returning to him. ‘Yeah, but…’ Bobby begins. ‘No problem then!’ Tabby exclaims as she tosses a small time-bomb onto the hammer as it returns to Thor, and upon impact, explodes.
Meanwhile…there are many realities, here, in the sub-basement of an immense skyscraper…a mainstay of Chicago’s business community…conflicting realities meet…and make their accommodations…. From the other side of a portal, a being declares that it is most unusual for Limbo to receive a call from Earth. A cloaked figure in the sub-basement replies that his “organization” has access to certain arcane rituals based on the notes of the Fifteenth Century mystic Belasco. The other-dimensional being replies ‘That would explain it’ before asking the cloaked figure why he has contacted him.
‘You are a demon. I have enemies…and a need for power. I offer you my soul in return’ the cloaked figure explains. ‘We have your soul. What else do you offer?’ the Limbo creature snaps back. ‘What do you want to buy?’ the cloaked figure asks. ‘The one I serve has ordered me to acquire certain infants from your world…babes of power and purity to be sacrificed in an arcane rite’ the demon explains, adding that he is reluctant to leave his studies in Limbo at this time. ‘If you could save me this onerous journey…’ he suggests.
The human replies that he knows the location of many mutant children, including an organization that specializes in them. He explains that, until recently, his organization has allowed them to exist, since these…creatures might eventually prove useful to them also. ‘But a recent confrontation has convinced me that no mutant must be allowed to live. ‘Those children are maggots, thriving on humanity’s corruption. I have ordered my troops to crush them!’ the cloaked figure explains. ‘But if they would be of us…?’ he remarks.
A horse-like face comes into view on the portal, ‘A bargain! Tell me where to find these infants!’ the demon from Limbo exclaims. ‘And I - N’astirh - will protect you from total destruction at your great enemy’s hand!’.
Back over the Atlantic, the Xartans have all returned to their default forms, and Ship announces that he has placed them in stasis where they will remain. ‘Forever…I hope!’ Sally remarks, before commenting on how they made a good team today. Boom-Boom declares that the wildest part for her was learning that she could beat Thor. ‘I just can’t believe it!’ she exclaims. Rusty tells her not to believe it, pointing out that it wasn’t the real Thor. ‘For all intents and purposes, it was Thor!’ Tabby exclaims.
Rictor ask what about the rest of them, telling Boom-Boom that she didn’t exactly win all by herself. ‘Against Thor I did!’ Boom-Boom snaps back. ‘You wouldn’t expect it…but that’s what it’s gotta be!’ she exclaims while Iceman, the other kids, Artie and Leech watch her rant on.
Standing on a platform Cyclops, wearing a pair of ruby quartz glasses, remarks to Jean that this is the second time Ship has been attacked in a week. Jean points out that the kids handled themselves well, but that there is more to life than super-heroing, and remarks that the owe these kids a good education, the chance to learn to interact in the “human” world. Grey remarks that she sometimes thinks Xavier’s real mistake was isolating them at the mansion with their own kind.
Cyclops tells Jean that she is right, ‘Mutants should be a part of society’, while down below, Rictor tells Boom-Boom that perhaps they should arrange a re-match with the real Thor. ‘Not necessary!’ Tabby snaps back, declaring that she will go to her grave knowing that she could kick Thor’s tail anytime she wants. Jean and Scott smile at this, and Jean remarks ‘But I’m still not sure the “real world” is ready for Boom-Boom!’.