Midnight on the Southern California coast. An unassuming, bespectacled man is on the run from a super-powered group. One of them, a girl, calls him Nowlan and threatens to fry him. He knows she is bluffing, though, as he reaches the car – just as the note said. He doesn’t know which mutant is on his side, but as long as he can blow this joint, who cares. He has to find some junk, he tells himself as he drives away.
The four mutants, among them Frenzy and Tower, are desperate. The girl, Stinger, intends to blast the car, rather than let Nowlan get away. But the fourth member, Timeshadow, tells her to calm down. They can’t risk killing him. Desperately, the girl reminds him that, without his powers, the withdrawal will begin soon. She can’t handle that again. They’ll find him. Frenzy agrees. Nowlan’s escaped before. He leaves a trial a blind man could follow, Tower says and adds that he has a good idea where he s heading.
Meanwhile, on the east coast, the members of X-Factor are working out. After all, it’s not only their powers that need training (naturally one of Cyclops’ ideas). During the workout, Jean mentions that she’d like to bring something up at the meeting that’s been troubling her for a while. They are fanning mutant-hysteria by posing as an anti-mutant group. Don’t they remember how terrified that boy, Martin Davis, was when they came for him? There has to be a better way.
Iceman points at the successes they’ve had so far. Hank, who’s doing some acrobatics, snidely remarks that Bobby would do anything to keep from returning to his job as an accountant. Is everyone getting cold feet here, Iceman asks, as he ices up Hank’s feet. The Beast loses his balance and Angel catches him. Beast grabs Iceman, climbs up the walls and leaves him hanging from a plank high up. Bobby asks the others to get him down. Angel gets ready to do so, but Scott first shatters the plank with his eyebeams. Jean then catches him, telekinetically whirling him around fast. Getting the message, Bobby apologizes to Hank. Cyclops silently notes that everything seems so right with them, like old times. But things have changed. Are they living a lie?
Some three thousand miles westwards, at the Tomahawks motor lodge, is Mike Nowlan. He’s aware that his “pals” will catch up to him soon. If he’s stoned, his powers will be useless. Once withdrawal sets in, they’ll be helpless as babies - and then he’ll be free of them once and for all. He silently prays for Suzy to pick up the receiver. Finally, in a fashionable San Diego apartment Suzy answers the phone.
She’s not happy to hear from him, as in fact she’s asked him to not to call her anymore after their divorce. She’s clean, she tells him; she doesn’t deal anymore and won’t help him destroy himself. Mike threatens that he’ll break down her door to get what he needs. She’s had enough of him and his freak friends, she shouts, before pleading with him to get some help. Mike begs her to help or he is as good as dead. Good-bye, she tells him before putting down the receiver.
What is she going to do, she wonders. He’s crazy enough to be violent. Suddenly, she notices an ad on the TV – the X-Factor ad. After a few moments, Suzy calls X-Factor.
Meanwhile, in a chic Soho new-wave boutique, Bobby Drake and Vera Cantor are doing their best to lure Hank McCoy out of the changing room. He looks ridiculous, he moans. He is a respected bio-physicist. What if his colleagues saw him like that? No self-respecting bio-scientist would be caught dead in Soho, Vera tries to comfort him. If he loves her, he should come out, she blackmails him.
With a sigh, Hank, wearing a green squared jacket, purple pants and a pink tie with a spider on it steps out. He looks ludicrous, he moans. He doesn’t even play a musical instrument. He looks fantastic, Vera assures him, like Elvis Costello with muscles. More like “what if Magilla Gorilla attended a rock concert,” Bobby adds helpfully. Hank decides to ditch the clothes when their emergency signal comes up and they make a run for it, Hank asking Vera to conclude the transaction.
Back at X-Factor’s headquarters, Scott Summers is instructing their charges, Rusty Collins and Arthur Maddicks. But it is clear to the boys that Scott’s mind is elsewhere. Rusty asks if it is something they’ve done. Scott tells them they’ve been performing excellently. The alarm sounds and he leaves for the briefing.
After he departs, Rusty loudly wonders what’s wrong. Scott seems to have everything going for him. Why is he so gloomy? Artie knows of Scott’s problem. His eyes begin to glow and he makes images appear of Scott, his first love Jean Grey and his estranged wife, Madelyne. Rusty doesn’t get it. Who is the other woman? Should they talk to Miss Grey? Artie shakes his head.
In another section of the building, Jean has just returned and tells Warren that she’s decided to get on with her life, so she enrolled in night classes at Columbia. She figured a degree in psychology could come in handy. It might also help her understand the motivations of certain individuals around there. If she’s referring to Scott, it’s going to take more than a B.A. in psychology, Warren announces. Then why doesn’t he tell her what’s wrong with him, Jean asks, as the alarm sounds.
In the conference room, X-Factor’s administrator and PR agent, Cameron Hodge, informs them about Suzy Nowlan’s call. Though her information was sketchy, he believes this case warrants investigation. Beast and Angel have doubts, considering Nowlan’s history of drug use. Hodge explains there’s something else: according to Mrs. Nowlan, Michael has been in the company of people who, according to her description, sound a lot like Frenzy and Tower.
Beast pipes up, wondering if there is a connection with the attempt to kidnap Rusty last week. X-Factor decide unanimously to fly to San Diego at once.
In San Diego, Suzy Nowlan has packed her belonging, deciding to get out before Michael turns her life upside down again. Suddenly, she is grabbed from behind and brutally slapped in the face, courtesy of Frenzy. The Alliance has arrived. Suzy makes a run for the door, only to find the leering Tower waiting there. There is no way out for her. Grabbing her by the throat, Frenzy demands she tells them where Nowlan is.
Meanwhile, X-Factor has arrived in San Diego and, a short time later knock at one apartment of the Tomahawk Motor Lodge, Mike Nowlan’s address, according to Suzy. There’s no reply and Cyclops decides they should break in. Jean protests but Cyclops repeats his order forcefully. Jean complies, using her telekinetic power to unlock the door mechanism. Coldly, she tells Scott it’s open and she’ll thank him not to yell at her again. Inside, they find the unconscious Mike, high on Heroin.
Scott tells Hank to revive Nowlan and, after a few hours, Mike stirs back to consciousness. Recognizing X-Factor as the mutant hunters he has heard about, Mike panics, in spite of Hank’s attempt to calm him. He leashes out with his powers and, suddenly, Jean, Bobby and Scott find their powers going out of control. Mike realizes they are mutants and angrily demands to know what kind of scam this is. Are they out to destroy their own kind? With their X-Factor uniforms in tatters, the mutants reveal their masked hero uniforms beneath and Cyclops explains what they are really about. A clever set-up, Mike admits, but they can’t help him. Nobody can. Jean doesn’t understand and asks why he insists on harming himself with those drugs. Mike tells them his story.
Mike Nowlan got hooked on drugs long before he was sent home from the Vietnam War. The army put him into a military detox center to dry out. Suzy and he were still together at the time, cleaning up their act. What he didn’t know was that his power had manifested while he was doped up. It stayed dormant through his late teens, due to the drugs. A short time, after entering de-tox, he met a fellow patient in the ward… the man who was later to become Timeshadow. Mike merely shook his hand and, the next moment, the other man’s mutant power went wild, as his other selves suddenly sprung up.
After that, word hit the street about Mike’s power to augment mutant energies. Things went from bad to worse, as mutants started seeking him out. They got hooked on the power like a drug. And the only thing that made him useless to them was putting that junk into his veins. It retards the energy transfer… but has cost him everything else. Jean offers help and Mike wildly shouts back that, every time he trusted a fellow mutant, he wind up power junkies. No thanks!
The mutants discuss what to do. Hank suggests that he might be able to help him by synthesizing a drug with the same effects without harming his health. Perhaps they could train him. Mike wildly refuses. Nobody’s using him for a guinea pig again. He wants to run but Beast stops him, asking him what he’s going to do. If he doesn’t let them help, he will be dead in a matter of months. Or worse yet, fall into the wrong hands ands spend the rest of his life as a slave. Does he want that?
Beast’s attempts to reach out are met with success and Mike sobs and asks him to help. Hank promises that everything is going to be all right. That moment, Tower kicks in the door and the Alliance with their hostage Suzy have arrived. Tower orders Mike to give them “the juice” now or Frenzy will snap Suzy’s neck. Cyclops shouts at Mike not to do it. They’ll save the girl. The Alliance is bluffing. Tower orders Frenzy to snap Suzy’s neck. Instead, Mike gives in and uses his power to augment their powers.
Timeshadow tells Frenzy to take Suzy out into the car, while they take care of their foes. Realizing that Suzy is their only bargaining chip, Beast tries to stop Frenzy, but fails. Tower takes care of Angel and Stinger takes out Iceman. Mike hysterically shouts that they can’t protect him. Cyclops asks him to even odds by powering them up as well. Nowlan refuses. They’ll just end up power junkies like the alliance. He runs off, trying to find Suzy.
Marvel Girl finds herself surrounded by different phase-forms of Timeshadow. Telekinetically, she pushes them all away to find that they vanish, apart from the one behind her, who knocks her out. Cyclops tries to stop him, angrily blasting away at him, Stinger and Tower. But it is Frenzy who knocks him out. X-Factor is beaten.
Tower gives Mike an ultimatum. Come with them or they’ll kill Suzy and the unconscious mutants. Mike tells them they win. They leave, none of them noticing the note next to Cyclops.
A few hours later, at the chateau where it all began, the Alliance tells their master that they have brought him back. The mystery master tells Nowlan that he has caused him considerable grief. He better mark his words well. Mike will return to the laboratory, where he shall complete his experiments on Mike. If he fails to cooperate, the girl dies. If he chooses to escape again, the girl dies.
Still obscured by shadows, the master vows that the time is nearly at hand and Mike will soon provide all mutantkind with a source of unlimited might - a race of supermutants and he shall lead them to war against man! So swears Apocalypse!