Cyber’s recaps the events from the last issue and his demands to X-Factor : an antidote for Guido in exchange for Shrew, who wants to testify against organized crime. Strong Guy refuses and fights both him and Briquette. Briquette blows up the hotel’s boiler, but Strong Guy can warn Havok through his headset. Meanwhile Havok tells Wolfsbane to get out of the building, but the Hell’s Belles also flee, when they hear the building is going to explode. Wolfsbane rescues Shrew. Outside Havok doesn’t see Strong Guy and the building explodes with Guido inside.
In Maine, the imprisoned Rhapsody is visited by Jamie, who tells her he is going to free her. She then tells that she already could escape but was waiting for him. Quicksilver is heading for the jail, when he sees Rhapsody and Madrox leaving through the sky. Jamie talks with Rhapsody and she admits to have killed Sharpe. Jamie frees himself from Rhapsody’s spell and locks her up in jail.
In Virginia, Strong Guy emerges fully charged from the rests of the building. He releases his energy and then tells Havok he has been poisoned. Back at base, Strong Guy is being examined by Dr. Middleman, a toxicologists. Val gets a call from Cyber who repeats his threats again. Dr. Middleman thinks to have found the cortrect antidote, but Guido doesn’t trust it. To gain his trust, Havok drinks a vial with poison, isolated from Guido’s blood. Then they both drink the antidote.
In New York a ship with Genoshan refugees arrive and they refuse to leave. Their leader rusts the weapons of the policemen who guard the ship.
At a subway station X-Factor has a meeting with Cyber and the Hell’s Belles. Guido suddenly drops over in pain. The a train arrives, inside the train are an army of Multiple Men. They attack the Hell’s Belles, who are quickly overwhelmed. Guido then knocks into Cyber, saying that he only acted that the anti-toxin didn’t work. Shrew attacks Cyber who had Havok in his hands. Shrew and Cyber land in front of a speeding subway train, but Shrew is rescued by Quicksilver. Havok tells Quicksilver that he didn’t really drank the poison, but filled the vial with water. Quicksilver is mightily impressed that Havok deceived his teammates but only to gain their trust and loyalty.