On a building adjacent to X-Factor’s headquarters, Archangel stands on the roof in the blowing snow. He is disturbed by his behavior towards the reporters, his wings nearly decapitating them in his anger.
In the alley below, a homeless person tells Officer Jones about a giant chicken she found. Officer Jones wonders if the woman has been drinking, but is shocked when she sees the body of the mutant Chicken Wings. She alerts the morgue about the body, telling it looks like its been ripped apart by an animal.
Some young gang members spot Officer Jones and pull their guns. Archangel dives down, paralyzing them with his wing blades. A startled Officer Jones asks what he did to them and he tells her the neural disruptors in the feathers paralyzed the thugs. She calls for an ambulance, as Warren takes off, disgusted at himself for frightening her. Officer Jones is frightened of him, but knows he wouldn’t intentionally hurt her and is grateful for him saving her again.
On a rooftop above, Sabretooth takes aim at Archangel with his assault rifle. He shoots, blasting Warren and knocking him from the sky.
At the Windows on the World restaurant in Manhattan, Scott and Jean join Hank and Trish Tilby for dinner. Hank wanted to go to small place in the village but lost a coin toss with Scott, who comments it’s not like Hank to be a sore loser. Hank is more concerned with all the attention they are getting from the other patrons, who recognize them from television.
Trish notices that Jean is distracted and asks her if she is worried about Nathan Christopher. Jean assures Trish the baby is safe with Bobby, but she is concerned about Warren and his moods.
As the foursome settles at their table, people start to cry out as they stare out the window. The glass smashes, and the restaurant is invaded by giant cockroaches!
Elsewhere, Opal Tanaka walks to her job at Acme Records. She is annoyed by the huge shadow X-Factor’s Ship has cast across the city and what an eyesore it is. Her boss, Carmichael, yells at her for being two minutes late and for wearing a Santa hat, as Christmas was a month ago.
As Opal opens the door to the stock room in the basement, she accidentally hits Mole in the nose. Telling Carmichael she tripped over a case of CD’s to cover for all the noise, she rushes to see if Mole is okay.
Mole was worried about Opal’s lateness, but she jokes that he was probably more concerned about his dinner. She hands him some food and gives him the Santa hat to keep him warm. She promises to try and find him a better place to hide and tells him not to worry about her-she’s not the one being hunted.
On a low-rise building’s roof, Sabretooth approaches a fallen, bleeding Archangel. As he prepares to shoot Warren in the head, Warren slashes him across the face with his wings and grabs the gun away from Sabretooth. Archangel is shocked to see his attacker is the murderous Marauder, who leaps up and knocks them both off the rooftop.
At the restaurant, Jean tries to clear the patrons out while Scott blasts the giant cockroaches with his optic beam. Hank tells Trish to get down, as she is taking pictures of the attack, and he mutters that they should have eaten in the village.
As the monstrous roaches keep coming at them, Hank remembers fighting giant bugs when they were young X-Men. Jean recalls that as well, but is unable to remember the name of the mad scientist who attacked them.
On the streets of New York, Bobby is shopping with Nathan Christopher. He pushes the stroller into Acme Records to buy a CD. Carmichael instantly rushes to Bobby side and starts gushing over him.
Opal wonders who the customer is, and the cashier tells her it is Iceman from X-Factor. As Carmichael heads towards the stock room to find Bobby a CD, Opal panics and pushes him out of the way, offering to get it herself. Carmichael tries to take a picture of Bobby and get his autograph.
Opal brings Bobby the CD and tells him he should leave before Carmichael gets out of hand. Bobby is very attracted to her and tries to strike up a conversation, but Opal brushes him off. He asks her if he’s done something wrong and she tells him her plants are dying because Ship is blocking the light.
Bobby apologizes and offers to take her out to dinner to discuss it. As Opal agrees, a jealous Mole peers from the basement, upset because he hoped Opal would stay with him after the store closed.
On the rooftops, Sabretooth and Archangel continue to battle. Sabretooth has almost healed from the cut Warren gave him and tries to slash his adversary. Archangel reacts quickly, striking Sabretooth and sending a barrage of his wing knives at him. Warren stands over the fallen Marauder, but Sabretooth lashes out and claws Warren in the stomach.
Back at the restaurant, Trish notices that all the giant roaches seem to be coming from the roof. Jean telekinetically lifts herself to the roof and discovers The Locust, who has used his magna-ray to enlarge the cockroaches. Jean remembers him from her early days with the X-Men and grabs him with her powers. This allows Beast to unmask The Locust, who is Dr. August Hopper, but Hank wonders why he is attacking them.
At Acme Records, Carmichael tells Opal she should be getting made-up for her date with Iceman. Opal retorts that she doesn’t wear make-up and he should go home while she locks up, like usual. Bobby arrives for their date and Carmichael tries to get an invitation to tag along, basking in Bobby’s “celebrity”.
Seeing an opportunity, Bobby offers to show Carmichael his ice-making abilities and get his picture taken with him. Bobby freezes Carmichael’s feet to the floor, allowing him to leave with Opal for their night out.
As Carmichael struggles with his frozen feet, Mole throws a sack over his head and takes off after Opal and Bobby. He has developed quite a crush on Opal and is worried Iceman will take advantage of her.
Meanwhile, Jean apologizes to the restaurant maitre de for all of The Locust’s destruction. He shrugs it off as the owner has super-hero insurance and planned to redecorate anyway.
Scott talks to a police officer, who tells him Dr. Hopper saw X-Factor on television and recognized them from their battle with him as X-Men. He became jealous of their popularity and escaped, tracking them and attacking at the opportune moment.
They prepare to leave, as the girls’ coats were destroyed in the restaurant, and the officer asks them for their autographs. They hop into a cab, heading for the small place in the village Hank originally wanted to go to.
On the rooftop, Archangel and Sabretooth continue to battle. Warren is suffering badly from his abdominal wound but manages to cut Sabretooth severely with his wings. Both men collapse to the ground, grievously injured.