The members of X-Factor, in their masked costumes as mutant heroes, are attacking the mutant mercenary known as Tower. Beast is the first, pressing the attack by kicking the merc in the chin. They saw Tower outside the X-Factor complex. What business does he have with those mutant-hunting fiends? Has he turned against his own kind? The human spectators panic as they watch the display, even while Marvel Girl and Iceman are shielding them from the falling debris.
Tower mocks that he likes Beast’s new look but, without a good reason, he doesn’t talk, he snarls as he smashes Beast against Angel, dropping both of them. Cyclops tries to take out Tower with his optic blasts, like he has done in the past, but Tower is wise to this trick now and evades the blast by shrinking to miniature size. The heroes find that they have lost him.
Among the angry shouts of the crowd, the mutants leave, as ironically, some people suggest somebody ought o call X-Factor on them.
Meanwhile, in a secluded place outside the terminal, Tower puts on a trenchcoat, musing that the boss is not going to like his blowing the gig. As if on cue, a voice announces that he’s an utter incompetent. He looks around to see a statuesque African-American woman in a tight leather outfit and shouts out Frenzy. She continues that he failed to kidnap the child, as the master instructed. Never send a boy to do a woman’s job. The master ordered her to follow him as a back-up precaution if he succeeded. Apparently, now it’s her turn to try. It wasn’t his fault he snarls, adding that those freaks have been after him since he worked with Maddicks. And he has no idea what they want. The woman grabs him by his collar and tosses him into a dumpster, displaying superhuman strength. She points out that they probably are after the boy, just like them. So, they’ll have to hurry and she’ll attend to this matter personally. He is to report to the master.
Within the X-Factor HQ, Hank McCoy, now back to his original human look, is enjoying a workout the jungle gym Warren Worthington had installed. He decides that the new “old” Beast is one hundred percent fit and ready for action. Looking at the clock, he realizes that the next training session is to begin. After all, their charges need all the training they can get.
A few minutes later, one of those charges, the pyrokinetic Rusty Collins, joins him in the dressing room.
Hank tells him that Jean and Bobby will be working with him today. Noticing some hesitation on the boy’s part, he asks if anything is wrong. Rusty apologizes for staring, but Hank looks so different. Hank understands and replies that he feels his appearance is a distinct improvement. It must feel great to be human again, Rusty agrees as he changes into his training outfight. But they aren’t human, Hank stresses and they never will be. That’s why it’s so important to learn control of their power, so they can live among humans without fear. Rusty agrees unenthusiastically, as he leaves for the training room, and Hank realizes that the boy is not adjusting well.
Moments later, Rusty enters the training area, where Jean and Bobby are already waiting. Jean stresses the importance of their training, pointing out that it could make the difference between life and death for him one day. Rusty nervously promises not to let her down. Jean explains that Iceman will be throwing “ice-missiles” at him and it is his job to deflect them.
As the first, “missile” comes hurling at him Rusty reacts instinctively and melts it. But, suddenly, the door opens and Cyclops enters with their new ward Artie. Rusty is distracted for a moment, noticing too late the next ice missile speeding at him as Jean shouts at him to pay attention.
Startled, he reacts impulsively, engulfing the entire room with his flames. Jean telekinetically deflects the fireball that threatens Cyclops and Artie. The next moment, she turns to Rusty and tears into him, accusing him of carelessness. He’d better learn that this isn’t a game, quick! Cyclops interrupts, trying to calm her. She tells him to let her finish and tells Rusty that, without training, he’d end up where they found him. Locked up by humans. Does he want that?
Now Rusty loses his temper as well, shouting that they don’t care what he wants. He never asked for this! Does anyone here care about him? And then they put this ugly little guy – he points at Artie – in his room without even asking him. And they all treat him like he’s normal. If that’s what being a mutant is, he wants nothing to do with it. He’s not going to spend his life surrounded by freaks. He runs off, while Jean sternly tells him to come back.
Scott reiterates to her that they have to be patient.
Meanwhile, Cameron Hodge receives a call from his old headmaster at Fereden Boy School. After a brief discussion, he offers to send an investigation team.
At that moment, in an analysis lab down the hall, Cyclops fastens a device to Artie Maddicks’ head. He tells the boy that he hopes he didn’t take Rusty’s words to heart. He didn’t meant it, he’s in a difficult situation right now.
He asks Artie to pick something from his head and project it on thee screen in front of them. The mute boy’s eyes begin to glow and images form of Cyclops and Angel and Professor Xavier during their early days as X-Men. Scott tells Artie who Xavier is – the man who taught them how to use their powers, the same way they are now trying to help Artie. He was a good man and they are trying to carry on for him. Artie smiles as he feels the warmth in Scott’s words for his mentor. Suddenly, the image shifts to something less pleasant: Cyclops and his wife, Madelyne Pryor, arguing. Scott asks Artie to break contact. As Artie puts a hand on his shoulder, Scott admits that he can’t escape it. He’s lost Madelyne forever. And how can he tell Jean about Maddie? He’s made such a mess of his life.
Meanwhile, Jean pays a visit to Warren Worthington’s sumptuous quarters. Warren asks her in and Jean wants to know why Scott has been avoiding her and evading her question ever since her return. Something’s tearing him up inside. He’s so moody and somber. Warren makes light of the situation by asking if she’s ever seen him not moody. Both start laughing at the quip but the laughter dies away as they stare deep into each other’s eyes. Warren starts that he has to tell her something about his feelings. At that moment, the phone rings and Jean tells him to answer it. It’s Candy Southern, Warren’s lover, who reminds him that a few of his business holdings are demanding attention. Some decisions have to be made. What should she do? He curtly tells her that she is in charge and that he trusts her, then he breaks the connection. Jean gently reminds him that he cannot ignore the rest of his responsibilities for X-Factor. Candy is capable and he is needed here, he defends himself. At that moment, Hodge calls all X-Factor personnel over the intercom.
A few hours later, the X-Factor jet lands in Boston and, in their guise as mutant hunters, the five members of X-Factor visit a prestigious boys’ school. Headmaster Wooley greets them and ushers them into his office. A little embarrassed, he tells them about the problem: students have been terrorized by a pupil who claims to be a mutant telepath. He doesn’t know how much credit to give the idea and the boy in question, Martin Davis, has always been a problem student … Bobby asks what makes him think that his powers are genuine. Embarrassed, Wooley admits that Davis began blackmailing him,as, inexplicably, he is aware of an… indiscretion Wooley had with his secretary …
After Warren asks if they can see the boy, Wooley leads them to Martin Davis’ room and knocks. The boy shouts that Wooley had better send them away or he’ll be sorry. He can read their minds, after all. Even as Wooley wonders how he knew about them being there, Hank already deduces that the boy’s no mutant or he’d have known about their trued identities. Cyclops decides that the only way to get the truth is to ask the boy and, in a stern voice, orders him to come with them.
The frightened boy blurts out that he isn’t really a mutant. It was all a joke. He explains that the other kids don’t like him and always pick on him. He wanted to get them back. Cyclops demands an explanation for his “powers” and the shivering boy explains that he’s good with electronics, so he sneaked around school, planting self-built bugs into everyone’s room. He begs them to believe him. Why did he do all this, Cyclops asks. Because he hates it here, the crying boy admits. His parent sent him here without asking him. They’ve got his whole life mapped out for him. Nobody asked him what he wants.
Jean feels sorry for the boy and realizes that she’s been treating Rusty as thoughtlessly as others have treated Martin. She reaches out to Martin, telling him they’ll have to inform his headmaster, but they’ll work something out. But why did he tell everyone he was amutant? Because of the ads on TV. Everybody’s afraid of them, is Martin’s explanation. But when it got out of hand and they called X-Factor, he was afraid they were going to kill him. Jean promises that they would never have harmed him and realizes that X-Factor’s way of carrying on the dream might actually be harmful.
Back at X-Factor HQ, Rusty Collins has packed his few belongings, meaning to strike out on his own while everybody’s gone. Before he can slip away, Artie sees him. He looks at the suitcase and then at his roommate. Rusty shouts at him not to look at him like that. Artie’s kind may belong here, but he doesn’t. He’s no freaking mutie! Angrily, he leaves and Artie’s eyes fill with tears. He reaches out to Rusty’s mind, trying to understand his anger, and finally feels Rusty’s fear and terror. He understands that it is Rusty’s fear of his own powers that has driven him away from his salvation and he also understands that Rusty hates no one, save himself. Artie breaks contact and realizes he must do something.
An hour later, Rusty finds himself lost in a rundown part of Manhattan. He’s starting to wonder if leaving was so smart but, if he returned, they’d ride him twice as hard. And he couldn’t handle the look in Jean’s eyes when she found out. He tried so hard to please her, but she’ll always just se him as a test subject and nothing more.
Suddenly, a man accosts him, asking him to show him some presidents. Puzzled, the boy asks what he means. The man draws a knife and orders Rusty to hand over his money. Rusty stutters that he doesn’t have any. Angrily, the would-be-robber asks him what he is doing here anyway – is he some kind of freak?! The word sets Rusty off. Angrily, he uses his pyrokinesis to set the man’s hand on fire, making him drop the knife. The man runs away, still shouting curses and threats.
Someone suddenly addresses Rusty as ‘Mr Collins,’ stating that humans can be such fools, doesn’t he agree? It’s Frenzy. The tall woman tells him that she’s been tailing him ever since he left X-Factor HQ. She was preparing to rescue him from the mutant hunters, when she saw him get away. How did he escape anyway? He found a way, Rusty answers evasively, but how did she know about him? News write-ups in the San Diego papers. Her employer is interested in him. He is to come with her and they will teach him to make use of his wonderful talents. Rusty tells her he is not interested and turns around. Frenzy grabs him by the collar, coldly explaining that she never gave him any choice. She starts to crush him, intending to render him unconscious. Rusty uses his powers on her in a desperate attempt to get free. However, Frenzy s not even singed. She slaps him contemptuously.
In the meantime, X-Factor have returned to their HQ. They are greeted by Hodge. Suddenly, Artie joins them, dressed in Hank’s coat and hat, seemingly frantic. He shows them a projection of Rusty being kidnapped by Frenzy. Cyclops orders everyone into combat gear. And the team scrambles, save for Bobby, who commends Artie but tells him that it’d be too dangerous for him to accompany them. They’ll get Rusty back, he promises. A minute later, Artie and Hodge watch as the group departs in a helicopter.
Back on the streets, Rusty is running for his life. Frenzy corners him, telling him to not make her hurt him. Suddenly, Beast kicks her from behind. Frenzy recognizes him as one of the mutants who attacked Tower, as she belts Hank. Luckily, Marvel Girl telekinetically catches him. Frenzy grabs a big piece of debris, intending to throw it at X-Factor, but Cyclops pulverizes it, while shouting at Marvel Girl and Angel to perform Maneuver Three. The trio attack Frenzy simultaneously and Iceman follows up by encasing the villainess in ice. Frenzy quickly frees herself but Rusty is already with his saviors. She realizes that, together, they are too powerful and starts running. She drops a burned-out tenement to cover her escape, vowing to herself that, next time, the boy will be hers and X-Factor will be destroyed.
The mutants wonder who Frenzy worked for and the confused Rusty accompanies them home. Later, in X-Factor’s living room, Scott tells Rusty that running is not an answer and they all know how he feels. No, they don’t, the boy protests. He isn’t comfortable about what he is. He doesn’t want to be a …
A freak? Jean asks. He’s wrong and so was she, she admits, adding that she pushed him too hard because she was so concerned with her own problems that she’d forgotten that he’s more than a fellow mutant He’s a good person and she’s sorry for not telling him before. Scott apologizes as well for thoughtlessly entering the training area during Rusty’s training, which disrupted the session. He has to explain something about them. Today, Rusty experienced one of the dangers they face every day – evil mutants who are a threat to everyone. When they were younger than Rusty, they were banded together and trained by Professor Xavier to combat those evil mutants These beings stop at nothing, so even if Rusty were normal, he’d never be safe. That’s why they’re together, Jean adds, mentioning that she’d forgotten Xavier’s most valuable lesson: to care for each other as people first.
Bobby asks if they can start all over again and Rusty agrees. After all, they’ve saved him twice. The thanks for that goes to Artie, Bobby explains, as Artie and Hodge join them. Rusty smiles, apologizes to Artie and shakes his hand. Artie returns the smile.
Outside the X-Factor building stands Frenzy, wondering how many mutants are trapped inside. A com-device in her bracelet beeps and someone identifying himself as Timeshadow speaks, stating that Frenzy’s time has almost expired. She is to return to the master immediately, before the symptoms begin. Frenzy tells him to inform the master that she’ll be back before withdrawal begins. Frenzy breaks contact and muses that the master holds them all in sway by their dependence on the “source.” But, one day, she vows, she won’t need it anymore and then all her enemies will die.