To a pair of would-be burglars, it looked like another dark house waiting to be looted, but they soon discover that they were mistaken, as the Beast jumps on them from the landing above, making one of them drop his flashlight. The second burglar recognizes him as a member of the mutant X-Men and tries to escape, but the Beast goes after him. However, before he can reach the burglar, he receives the man's slams the bag he was carrying in the Beast's face.
Nearby, in a windowless inner chamber of the mansion, the rest of the X-Men are discussing what they are going to do in order to rescue their mentor, Professor Xavier, who has been taken hostage by the evil organization known as Factor Three. Iceman is anxious to get into action, but the other three remind him that they need to come up with a battle strategy first. Angel wonders where the Beast has gone off to, and Cyclops explains that their friend wanted to investigate a noise he heard upstairs. Thinking that it was probably just the wind, and believing that the Beast can take care of himself, Scott isn't concerned at all.
Upstairs, the Beast manages to punch the second burglar in the face, knocking him over, but the first one comes around again and slams a chair on the mutant's head.
In the lab downstairs, Warren and Jean are interpreting the readings of Cerebro. According to the mutant tracking device, the secret stronghold of Factor Three must be located in the Alps. Iceman interrupts, saying that he heard a crashing noise from above and he worries about the Beast. However, while Cyclops confirms to have heard the noise too, he decides that investigating is not necessary for Hank would contact them if he needed their help. The four X-Men continue to make plans about going to Europe.
Above, the chair barely fazed the Beast, and he slams his attacker onto a nearby table. The second burglar enters the fight again, grabbing Hank's knees from behind and trying to make him topple, but the agile X-Man tosses him away just as easily as the first burglar. After both of them are out cold, the Beast carries his two captives into the lab to the others.
Scott prepares to call the police, when Warren points out that the pair saw Hank in costume, and as such they now know the mansion to be the X-Men's secret base of operations. Cyclops has thought about that too, though, and has the Beast hook up the two burglars to Cerebro. Once they regain consciousness, they have only little time to wonder about the meaning of the strange helmets on their heads, for Cyclops turns on the machine. It allows him to make the two thieves forget what they have seen, and also he plants a post-hypnotic command for them to go to the nearest police station.
After the two amnesiac burglars have left, Warren makes a phone call to his parents, however he only reaches Curtis, their butler. Turns out that the Worthingtons are on a Caribbean cruise, so the X-Men can't borrow the money for the fare to Europe from them. In the mansion's hangar, the X-Men are equally unfortunate, for they find that their jet doesn't have enough gas left to get them across the Atlantic.
While the X-Men ponder some other ideas, the two burglars have arrived at the police station and, still under the influence of the post-hypnotic command planted in their brains by Cerebro, they tell the officers about all their crimes.
Not much later, the five mutant teenagers are driving towards New York in the Professor's Rolls Royce. Bobby says he doesn't get why they can't simply borrow some money on the car. The others explain that they can't, because like everything else at the school, the car is in Xavier's name and by going to a bank they'd only attract suspicion.
Once in the city, Warren and Jean enter a welfare center on New York's lower east side, where they try to get some money. They tell the worker, Miss King, about their teacher being gravely ill and them needing the money to aid him. Before considering their request, though, Miss King wants a few things cleared up - the residency requirement, for example, and also does she want to contact the students' parents. When Warren says that his parents are on a sea cruise, Miss King gets suspicious and asks the him and Jean either to cable Warren's parents for the money they need, or to return later, when they have returned from the cruise. Observing the teenagers leave in the Rolls Royce, Miss King and her superior are entirely convinced that they can't be in need of a welfare loan, and believe that it was some joke or college initiation stunt.
As the car passes a construction site, Scott has an idea and asks Warren to pull over. Scott explains that they could let themselves be hired to work on the construction site with their powers, and the others agree that it's a good idea. But, as five mutants might be a tad too much, Hank and Bobby decide to head for Greenwich Village, as they have some other idea how to raise some money. The five teenagers agree to meet in Washington Square Park at noon.
Jean, Warren and Scott change into their costumes, and search out the foreman of the construction site to apply for a job. He is a bit surprised by their request, but he sure would appreciate the help as the construction is behind schedule. He only wonders why heroes like them would sell their services. Cyclops replies that they have their reasons and urges the foreman to reach a decision; are they hired or not? The man is a bit unsure, as he has heard reports of mutants being a menace, but he never quite swallowed that. However, he would like to see what the X-Men are capable of first. Cyclops finds it fair enough to give him a demonstration of their powers, and tells Marvel Girl to start.
The young redhead uses an elevator to get on top of the construction site, and then telekinetically lifts three large girders up to her. While she arranges them into their desired position, Jean admits to the astonished foreman that she could not carry such great weights all day, but she could easily transport smaller supplies. The foreman is sold on her, and now wants to see what Cyclops and Angel are capable of. Grabbing a bucket of rivets, Cyclops asks his winged teammate to take him up. Once they are near Jean, Cyclops blasts the rivets into the girders, holding them together and taking their weight of Marvel Girl. While his optic beams didn’t do a permanent job, the rivets will hold till the other workers can solders them.
The three X-men return to ground level, where the foreman is convinced of their potential and is willing to hire them. If fact, they can start working right now. The only thing he needs from them are their union cards. Unfortunately, the X-Men have to admit that they don’t belong to a union, and the foreman replies that he was afraid of something like this. However, he thinks he might arrange something for them in a few days. Cyclops thanks the man, but tells him that this is too late for them, so they have to leave.
Having changed back to their civilian identities, the three teenagers go back to where they parked the car, only to find that it’s no longer there. Another teen notices their confusion and tells them that city trucks towed away the Rolls Royce, as they had parked it next to a fire hydrant. It seems to be a day of bad luck, as Warren knows that they can’t afford the 40 dollars to bail out the car, just like they can’t pay a cab down to the Village either. Hearing this, the friendly teenager introduces himself as Tom Regal, college student, and he offers to give the three a lift as he is headed for the Village too.
Before long, the four teenagers are sitting in a Volkswagen and driving through the streets of Manhattan. When Scott notices a heavy box on the floor of the car and asks what it is, Tom yells at him not to touch it. He immediately apologizes for his outburst, explaining that it contains a valuable science project he is working on and once it is finished, he will show the world what he can do. Scott thinks to himself that their driver sure got a mad on at the world, but, in their dire situation, the X-Men can’t afford to look a gift horse in the mouth.
Meanwhile, in Washington Square Park, the Beast and Iceman have drawn a crowd. Located on two ice-poles, they are juggling with no less than ten cones, the Beast actually using his feet to juggle as he is standing on his hands. The pair of X-Men hopes that the people watching their show will be generous when they will be asking for donations.
A few minutes later, Tom Regal drops off the three other X-Men at a corner of the park. As they part ways, Jean tells Scott and Warren that Tom sure seems odd. Despite driving his own car and wearing brand new clothes, he talks as if he is an underprivileged child. Warren, however, doesn’t share her concerns, he found Tom okay. Probably he would change his opinion, though, if he could witness Tom parking his car on the opposite side of the park, and taking the heavy box with him.
Spotting the commotion in the park, Tom thinks to himself that this is just what he needed, and he hurries, as he doesn’t want anyone to notice that he has actually stolen the box. Then again, he decides it wouldn’t make a difference anymore, as there’s nothing that could stop him now.
By now, Scott, Jean and Warren have arrived at Washington Park’s famed arch and witness the exhibition their two comrades are putting on. Warren suggests joining in on the idea, when Jean notices two policemen nearby. The two officers are unsure what to do – one of them thinks that the two mutants might be up to something, whereas the other replies that there is now law against freezing the water in the fountain.
Right then, another figure appears, on top of the arch. Clad in a green and orange suit, the man speaks into a megaphone, letting the crowd below know that he is the magnificent Mekano, and that they are privileged to be the first ones to see him in action, as he will demolish the new Memorial Library, which adjoins the park. Mekano continues his speech, saying that he must thank his “valued friends,” Iceman and the Beast, for attracting such a crowd for him, only to witness the dramatic debut of Mekano. The armored foe concludes his speech with a warning that he will smash anyone standing in his way.
As Mekano grabs a high-tensile cable to make his way to the library, down below, Scott and Jean worry about everyone present now thinking the Beast and Iceman to be the villain’s accomplices. Naturally, Bobby and Hank want to clear their names, so they leap of their ice-poles to confront Mekano. However, as Iceman reaches the ground, one of the two policemen snaps his cuffs on Bobby’s right wrist. Before the youngest X-Man even gets the chance to explain, the second officer jumps on him, and too uses his cuffs on Iceman, chaining him to a nearby fence. As the two cops rush off to pursue Mekano, Bobby is left behind trapped, finding himself unable to crack the hand-cuffs because he used up so much of his ice-powers during the show.
Meanwhile, the Beast is chasing Mekano and, while doing so, is also trying study the exo-skeleton he is wearing. Hank surmises that it gives its wearer increased strength and agility, but he finds that there is only one way to ascertain the facts. The Beast leaps over Mekano in front of him, blocking his way, and tells him that he can only get to the library once he has dealt with him. Mekano doesn’t like the delay, and calling him a fool, he orders the Beast to get out of the way.
Trying to get Mekano to admit that they are not working together, Hank questions why he is calling him a fool now, when only minutes ago he referred to him and Iceman as friends. However, Mekano doesn’t admit anything in front of the crowd of bystanders. A battle is inevitable and, before Hank can do anything, he receives a punch in the gut, and a second blow to his chin, sending him backwards. On the verge of blacking out, Hank thinks to himself that he was right about the capabilities of Mekano’s armored suit.
Unstopped, Mekano proceeds towards the library. He crashes through the building’s glass doors, stating that he could have broken in just as easily if they had been made of metal. He then begins rampaging around in the library, which was supposed to be dedicated and opened to the public today. He knocks over several shelves of books, letting go of his anger towards the “pencil-pusher of days past,” as he refers to such authors like Shakespeare, Zola and Hemingway.
By now, Cyclops and Angel have changed into their costumes, and they too enter the library through the damaged front area. Inside, they quietly observe Mekano’s rampage, and Scott can’t help but feel that the villain is tormented by something else, that’s not to be found inside the library. Angel doesn’t know, but suggests that they stop Mekano while the building is still intact. Just as the two mutants want to enter the room that Mekano is in, they are told not to move by the two policemen, pointing their guns at them.
Warren tries to think of a way they can get out of this situation without anyone getting hurt, when suddenly the guns are being wrested from the officer’s hands and flying up in the air. One of the cops correctly deduces that this must be Marvel Girl’s doing and, after revealing herself, the redhead levitates the two policemen outside, saying they'll be safer there.
Not willing to wait any longer, Warren flies straight into the chamber that Mekano is in, willing to attack. However, the villain notices the winged figure behind him in time and, with one punch to the jaw, he knocks the wind out of Warren. Cyclops comes to aid his teammate and fires a warning shot near Mekano’s feet, who responds by hurling an entire bookcase at the X-Men’s leader. Mekano gives the X-Men the advice to get lost and leave him be while they still can, and then leaves the chamber. In a stairway, Mekano is surprised that his suit enables him to leap up more than ten steps at a time, and he gets to the upper floors in no time. Eventually, he reaches the library’s audio-visual center, the section he was looking for, and rips open the door.
Below, both Angel and Cyclops have come around, and Warren complains about Mekano’s strength. Scott agrees, and says that this is why he has ordered Jean to wait outside the building. The pair of X-Men run up the stairs to engage Mekano another time. Both of them are rather impatient, though, as they know that they have more important things to do, like raising the plane fare to Europe to rescue Professor Xavier.
When they reach the audio-visual center, they find Mekano ripping apart the machinery inside. Angel wants to fight, but Cyclops holds him back, trying to reason with Mekano a final time. He asks the villain why he has the urge to destroy a harmless library, but Scott’s use of the word “harmless” gets Mekano even angrier. He hurls a huge reading machine at Cyclops, who, not wanting to destroy the expensive machine, regulates his force blast that it only stops the machine in mid-air and slowly lowers it to the ground, without damaging it.
Angel launches forward, trying to land a blow at Mekano’s chin, the only area not covered by his exo-skeleton, but once again is the villain faster, grabbing the winged mutant and using him as a living shield. Warren calls out to Scott not to worry about him and to fire his optic blasts anyway, but the newly arrived Beast says that this is not the X-Men’s way of handling things.
Outnumbered three to one, Mekano decides it’s time to make his escape, for he considers the Beast the strongest of the X-Men, and he knows he won’t catch him off-guard a second time. He throws the Angel towards his teammates, intending to knock all three of them unconscious, but as Warren cushioned the impact a bit by slowing himself down with his wings, none of the X-Men is seriously harmed.
Though he never fully tested the leg power of his suit, Mekano leaps out of the window, thinking it will carry him onto the rooftop of the nearest building. The crowd outside, including a just arrived businessman stepping out of a limousine, watches in awe as the figure in the armored suit leaps over them. Mekano barely reaches the next building and grabs the ledge, but he with his increased strength, he grabbed it too hard and it cracks before he can clamber onto the rooftop. The villain falls down towards his doom, knowing that his exoskeleton won’t save him from the impact, when suddenly he stops in mid-air.
Below, Marvel Girl is using her telekinesis to keep him aloft, though it’s an almost unbearable strain from her. Mekano says that he has run out of tricks and that he gives up, but Jean doesn’t let him down, she prefers to wait until the rest of the X-Men have arrived. When they do, Jean gently lets the villain down, right in time for the two policemen to re-enter the scene again. They order all of them, Mekano and the mutants, to raise their hands.
The businessman interrupts the arrest, saying that it was his money that built the library, so he has got a stake in this. One of the cops apologizes to the man, Mr. Regal, for not recognizing him sooner. Next, Mr. Regal asks Mekano to unmask himself and, as he already suspected when he heard his voice, it turns out to be his son, Tom Regal, the guy who earlier gave the X-Men a lift.
His identity exposed, Tom admits that it was him alone who broke into the library and that the X-Men are not to blame. Apparently, his near death experience shook Tom back to his senses, and he now knows that he shouldn’t have done it, but he was tired of being the philanthropist’s kid and that everyone but he seemed to get his father’s time and attention. Everything he did, including stealing the suit from the university research center, was just to get his father’s attention.
Tom wants to take full blame for his actions, but Mr. Regal realizes that he partially is responsible for what happened as well. Also, as the library technically still belongs to him until the dedication, there is nobody who could press any charges. The two officers agree, given that Tom will return the exoskeleton he stole. Turning to the X-Men, Mr. Regal says that he owes them a lot, including Tom’s life, and that he wants to give them a reward. Cyclops replies that they don’t accept rewards, but that they’d like to loan the costs of five plane tickets to central Europe. The Beast adds that it would be about $1,500. Mr. Regal hands the five mutants a check covering the amount, and once more thanks the team, before leaving with his son to the research center.
(a few hours later)
The students of Professor Xavier are at the airport, with packed suitcases. Not only could they buy the tickets to Europe, but they even had some money left to bail out the car. Bobby and Hank crack a few jokes, but Scott knows that they are only trying to act nonchalant about their upcoming battle with Factor Three. The five teenagers board their plane, unaware that they are being watched.
Far away, a figure wearing a strange helmet sits before a tele-screen inside a hollow mountain in central Europe, following their every move. The person considers the X-Men fools for believing that they could travel unrecognized in their civilian clothes, and shouts out loud that they won’t reach Factor Three’s stronghold alive.