In an alley in New York, Mole helps his fellow Morlock, Chicken Wings, walk as they look for their friend Grover. They have checked all his usual foraging spots, but Chicken Wings fears that Sabretooth has hunted Grover down. Mole tells Chicken Wings that is crazy, as the “X-Guys” killed Sabretooth with the rest of the Marauders. Chicken Wings reminds Mole that Sabretooth is hard to kill with his healing factor.
Suddenly, Sabretooth leaps down from the roof above and backhands Mole, sending him flying. Sabretooth tells Chicken Wings he’s here to finish the job on him, then he’ll take care of Mole. Chicken Wings slashes Sabretooth across the face with his talons, vowing Sabretooth will not hurt him again.
Chicken Wings warns Mole to run away, when he is grabbed and gutted by Sabretooth. Sabretooth turns to attack Mole, but the Morlock has run away. Sabretooth takes off in pursuit, following Mole’s scent.
Meanwhile, in a citadel in the Himalayas, Apocalypse and Caliban watch Sabretooth hunt his prey. Caliban knows Chicken Wings and Mole, as he too was a Morlock who survived the Massacre.
He asks his master to allow him to have his revenge and destroy Sabretooth with his newly enhanced powers. Apocalypse forbids him to teleport to New York, even though Caliban has sworn to destroy Sabretooth. Apocalypse reminds Caliban that the weak, like the Morlocks, need to be culled so the strong can grow and prosper.
Caliban cries out that he only became Apocalypse’s hell-hound, re-made in Apocalypse’s image, so he could have the power to exact his revenge against the Marauders. Apocalypse loses patience and strikes Caliban and tells him he must learn the value of patience.
Mole races through the alleys, suffering from a gash in his side from Sabretooth’s attack. He uses some wooden slats for cover as he uses his mutant power to pass through a wall.
Sabretooth pounces through the slats, only to find the Morlock has vanished. Sabretooth vows to not rest until he’s hunted Mole down.
Elsewhere, the members of X-Factor relax on the final leg of their journey home in outer space. Hank and Bobby are enjoying the amazing sights from within Ship’s viewing bubble. Scott and Jean play with Nathan Christopher, who says his first word, “ba” (ball).
Ship tells the team they are approaching Earth and he has a surprise for them. As Ship speeds towards the surface, X-Factor fears they are going to crash. Instead, Ship turns himself vertical and lands amongst the skyscrapers of New York, forming a large “X” on his side. He hopes X-Factor likes their surprise, as they should have a headquarters that is befitting their stature as super-heroes.
At Acme Records, Opal Tanaka wonders if there is an earthquake, as the ground shudders from Ship’s landing. Her boss, Carmichael, tells her to stop scaring the customers and go get some new CD’s from the stock room.
As Opal heads down the stairs, she realizes someone is hiding underneath. Opal orders whomever it is to come out, but shrieks when she sees Mole’s face staring out at her.
At his citadel beneath the Himalayas, Apocalypse watches his former Ship transform itself into X-Factor’s headquarters. He notes that Ship has grown beyond its programming and doubts even he could command it now.
Below him, Caliban maneuvers through a grueling training course, but falls when blasted by an electron bomb. Apocalypse tells him he must wait before venturing out on his own, but Caliban tells Apocalypse that he is as strong as he can be.
Back at Acme Records, Carmichael rushes onto the landing leading to the stock room. He yells at Opal for screaming and warns her she better not be doing drugs down there. She snaps at him that she doesn’t do drugs and that she saw a rat, not revealing that she saw Mole under the stairs.
Carmichael storms off and Mole thanks Opal for not telling Carmichael he was hiding in the stock room. Opal asks him how he got in, and asks Mole to step out into the light. Opal puts on her glasses and gasps when she sees Mole’s mutant features. She tells Mole he can’t stay in the stock room and he should leave before she loses her job.
Back at Ship, Cyclops thanks him for their surprise but tells Ship they can’t stay there. A police helicopter arrives, telling them they must move their ship immediately. Iceman laughs, as Ship has landed on the site Warren had deeded to X-Factor when he supposedly died, so the property is theirs.
Cyclops tells Archangel to lure the helicopter away, but a news chopper has also arrived on the scene and in the chaos the helicopters collide.
Warren quickly grabs a falling officer, while Jean, Scott and Bobby use their powers to catch the falling choppers and save their crews. Ship explains to the officers and news crew that he presents no danger to the city or any of its systems. Warren flies an uneasy Officer Jones to the ground, while the others hop on Bobby’s ice slide.
Blocks away, Opal notices that Mole is injured. Mole tells her someone is after him and Opal is torn between Mole’s safety and Carmichael finding out he’s in the stock room. She offers Mole her vegetarian sandwich and he snatches it up hungrily.
Opal decides to give Mole safe harbor in the basement and tells him to stay hidden under the stairs. To keep everyone else out, she tells Carmichael there are huge rats all over the stock room.
Back at the base of Ship, the media swarms X-Factor and Hank is reunited with Trish Tilby, who scolds him for being away so long.
Archangel, uncomfortable with all the attention and questions, lashes out with his metal wings. Several cameras and microphones are damaged and the reporters start to shout insults at Warren as he flies away.
Officer Jones jumps to his defense, telling the media X-Factor just saved several cameramen and police officers and that Archangel is a hero. Meanwhile, from a rooftop nearby, Sabretooth watches Archangel’s exit.
At his citadel, Apocalypse also watches Warren, noting his wings have a taste for blood. Archangel was his masterpiece and Apocalypse in angered by Warren leaving him. Suddenly, Caliban grabs a huge piece of machinery at and throws it at Apocalypse, allowing him to get away and teleport to New York in his quest for revenge against Sabretooth.