San Diego California, an apartment of the Tomahawk Lodge Motel has just been thrashed and the owner, Joe, demands to know of the cops why they aren’t doing anything. Sarcastically, the cop points out that the last time somebody thrashed his roach motel he didn’t want the cops anywhere near. How come he called them this time?
Joe and his assistant, Ruby, show them the X-Factor ad. Those were the guys in the limo that arrived at the motel. They went in and some muties thrashed the place after them. They probably killed those X-Factor guys. The cop swears about bounty hunters, even as Joe demands he do his duty and protect them.
Inside the room, the members of X-Factor in their costumed mutant guises are angry and Cyclops unleashes his optic blast at the ground in impotent fury. They handled this fight like a bunch of amateurs, letting the Alliance walk all over them and walk out with Mike Nowlan… and that little junkie helped them!
Iceman and Beast remind Cyclops that the Alliance had taken Nowlan’s ex-wife hostage. He didn’t have a choice. How could he abandon someone he loves, Jean adds and Cyclops angrily replies that sometimes a man has to make hard choice. They shouldn’t have been able to sneak up on X-Factor. Jean takes that personally. Cyclops is blaming her, isn’t he, for not being Phoenix…
Angrily, she telekinetically tosses a mattress at him and tells him how much it hurts her not to be a telepath anymore. And he is keeping things from her, acting like he hates her and she doesn’t know why. Angel interrupts, telling Jean it’s not her, it’s Scott. He turns to Scott, telling him that Jean deserves the truth. As if he would understand, Cyclops retorts, but, after all, it was Angel’s idea to form X-Factor, wasn’t it, and now they are fueling anti mutant paranoia.
Cyclops unleashes his optic blast at Angel and Angel lands outside, before the frightened crowd. The cop draws his weapon at him and Angel quickly flies back inside, admitting that maybe those anti-mutant ads weren’t a good idea, but this is a rotten place to discuss it. Cyclops orders Iceman to ram an iceladder through the backside of the roof and they climb up and out. As Iceman wonders about the damage they caused, Angel nonchalantly tosses a bundle of dollars down, much to Scott’s chagrin. Warren adds jokingly that should his financial situation worry Scott, he can always get X-Factor to reimburse him.
Jean telekinetically levitates them away, as Warren insist that the situation isn’t that bad. Scott disagrees vehemently, reminding the others that Mike Nolan ripped their X-Factor guise apart. He knows who they are. What’s to keep him from telling the Alliance?
Nearby, the Alliance threatens Nowlan, also wondering what the connection between X-Factor and the mutants they keep on running into is. Mike claims to not know anything and begs them to let Suzie go, no matter what they do to him. Frenzy threatens Suzie, should Nolan refuse to cooperate. Tower grabs him up and demands to know who they are. Nowlan lies that they are just mutants, who banded together to fight X-Factor and drove them off. He tells them that’s all and begs for the drugs he needs. Timeshadow refuses. After all, Drugs block Mike’s power to increase their abilities. Stinger suggests they torture Suzie to get Mike to talk. As Mike gets anxious, his power spins out of control and, as a result, the same happens to Stinger’s power.
Not too far away, X-factor is still discussing events. Beast insists that he’d gotten through to Mike. He only aided the Alliance for love of the girl. His sense of honor… He’s a junkie, Scott retorts. He has no honor and will do anything for a fix. The goal is to rescue Mike, not put him on trial, Beast reminds him. Suddenly, Angel sees the explosion nearby, courtesy of his eagle eyes, and decides to check it out.
Several miles away, Stinger and Tower’s powers are sill out of control. Same goes for Timeshadow, who finds he’s stuck out of sync. Frenzy grabs Mike. His powers just makes hr more invulnerable than ever – not a good thing. She threatens him, only to be cut off by their mystery leader, who announces that she will do nothing or has she forgotten his order? Michael is not to be damaged. He orders her to place him within the monitor machine, so he will be quietened.
Frenzy at first refuses. That will block his power and weaken her. Apocalypse strikes her, telling her to kneel, for he, her master, could destroy her. For he controls his body, rearranges and restructures its molecule as it suits him. Her strength and invulnerability are nothing compared to the power Apocalypse can summon. She should be grateful that the centuries have taught him not to waste what might prove useful. The order that preserves Michael’s life keeps her alive as well.
He slams Mike within the monitor and its drugs render him unconscious. His power surge fades and Apocalypse takes him down to the lab to test him further. He reminds the Alliance that, flawed though they may be, Apocalypse is pleased with them, for, in their rush to destroy, they further his goals. Mutant must fight mutant if the weak are to be winnowed from the strong. And only when the strong are left, will Apocalypse make his move. They should pray that they are among the strong…
That evening, X-Factor closes in on the cabin. Cyclops orders Angel and Jean to reconnoitre trough the hole in the roof left by Stinger’s outburst, while Beast is to check the windows. He and Iceman will wait. Jean and Warren fly away, making spy jokes. It’s nice up there, Bobby observes and Scott replies that it reminds him of the cabin where Maddie and he and the baby live… lived, he amends. Iceman reminds him that keeping his marriage from Jean is tearing her apart and has he called Maddie? There’s no answer, Scott confides. He thinks Maddie has left him. Part of him wants to find her, explain about Jean’s resurrection, make Maddie forgive him and let him come home.
He releases his optic blast at the ground, as he continues that Jean’s back in his life now, high in X-Factor’s promise, eager to rescue a love-sick junkie loser, flying in Warren’s arms and laughing with him… and part of Scott wants to punch their hearts out. He thinks he must be going mad, he shouts desperately. Iceman takes offense at Scott’s judgment of Mike and Scott admits that, in spite of everything, Mike sacrificed himself for the woman he loved, while he can’t decide whom he loves, so he sacrifices them instead. Maybe they are the losers. They are sure no Professor X. How can they expect to train anything but losers?
High up above, Jean clears a good-sized hole and asks what Warren meant earlier about “all she was to Scott”? While she was asleep in the cocoon, Scott fell in love with Phoenix, didn’t he? Jean is just a pale reflection of her. And it’s eating at him till the very sight of her sickens him. That must be it, right? Angel carefully lowers her down, as he debates with himself what to tell her. She deserves to know about Scott’s marriage and yet… Why the sudden passion for truth, he wonders. Or is it his passion for something else? He moves closer to Jean, as he starts confiding that it isn’t Phoenix…
That’s really romantic, a voice announces, but not the right time. The Alliance has arrived and Stinger shoots her electric blasts at Angel and Marvel Girl, who protects them with a TK shield. If not for Stinger’s smart mouth, they’d have been fried, Jean realizes. No wonder Scott misses Phoenix!
Down below, the Beast looks through the window, seeing a laboratory inside and hearing sounds of sobbing. Suddenly, he sees light emanating from the hole in the roof and realizes the fight has started. Since the intruder alarms have already started, he figures crashing through the window will be as fast a route as any other.
Inside the room, he finds Mike Nolan hooked up to some high tech chair and Suzy sobbing in the corner. She scrams when she sees Beast, but Mike tells her he’s a friend. Beast tells him he’ll try to unravel that machine but Mike begs him to just take Suzy and leave. The machine monitors his blood and supplies him with heroin that blocks his ability to boost powers. He begs Beast to go. He’s not worth saving. He is underrating himself, a voice announces.
Apocalypse stands in the doorway. As a mutant, he out-values any human alive. His attachment to the girl does him little credit. It weakens him. Perhaps the time has come to remove that weakness. Apocalypse reshapes his body, stretching and turning his arms into huge battering rams, which hit Beast.
Meanwhile, Iceman and Cyclops have joined Jean and Angel in their fight against the Alliance. Timeshadow blocks Cyclops, who uses a judo move to toss him into Stinger. Iceman freezes Frenzy in a block of ice, which doesn’t hold her for long. Stinger’s bolts can’t get to Marvel Girl, but neither can Jean use her powers for anything but protecting herself.
Suddenly, through the floor, Apocalypse’s platform rises with the still hooked-up Mike and the captured Beast and Suzy. The monitor now blocks the drug from his blood, Apocalypse announces. He is free to use the power in his service. Mike refuses. Tower grabs Susan and Apocalypse reiterates his order. He is to use his powers for the Alliance or the girl dies. Mike sees no choice and supercharges the Alliance.
Suzy runs in panic, as the battle against the newly invigorated Alliance starts again and she is hit by one of Stingers stray bolts. Seeing this, Mike goes mad. With his power out of control, all of them are hypercharged, not just the Alliance members. Cycops’ eyeblast can no longer be regulated through his visor, Iceman’s ice spreads everywhere and, as Jean blocks Stinger’s attack and attempts to protect Suzy’s lifeless form, the energy sprays off her forcefield in a vague birdlike form – an effect that is not lost on Cyclops.
Mike feels that he has only brought pain and sorrow and calls the energy back into himself over Apocalypse warnings. Apocalypse intends to reset the monitor but Beast lunges at him, while he orders Cyclops to destroy the machine. It blocks the effects of the heroin on Mike’s brain. With the machine out of the way, this will cease and Mike will not be able to try and kill himself anymore.
Cyclops destroys the machine with an optic blast, while Hank grabs Mike to get him out. Excellent, Apocalypse announces, in spite of the apparent thwarting of his plans. X-Factor’s assistance has been invaluable. He will find them again when he requires their aid in winnowing out the weak. Incredulous at this seeming contradictory statement, Cyclops has no idea what their foe is talking about, but Tower keeps him busy. Marvel Girl manages to finish off Stinger with a forcefield around the girl and Iceman blinds them with a veritable Blizzard.
Apocalypse addresses them all, telling them they are the strong for now, but they should heed him. It wasn’t the drugs, but Michael’s weakness for a human that destroyed him. A similar weakness could destroy them all. His platform sinks into the ground, as he bids them all adieu, adding any attempt of theirs to find him would prove fruitless.
Trying to hold up what’s left of their secret identity Angel loudly announces that they should hand over the Alliance to X-Factor, but then amends that they are still mutants. They couldn’t turn them over to their greatest enemies. The Alliance intends to flee but, at that moment, the police arrive and take them into custody. Inside the building, Cyclops asks Angel what his comments before were about and Angel explains that he was trying to make sure the Alliance didn’t know they are X-Factor.
They guessed at a connection, Mike weakly says, but he never told. Beast assures him they knew that. Mike asks if Suzy s dead and then adds that he killed her. Beast tells him it was an accident. They’ll help him at their headquarters. Mike refuses. It’s better this way, but what they are doing is good. There are others who need … deserve … their help. With a last plea to help them, he passes away.
Iceman somberly states that they may never be as good as Professor X, but Xavier’s gone and they are all they have left. Jean muses that looking at Mike and Suzy makes her problems seem small, as Angel puts his arm around her shoulder in comfort. Cyclops, however, is still shocked by what he believes to have seen during the battle. A bird-shaped flame effect around Jean… the Phoenix effect? Could Jean and Phoenix be one?