This is Genosha, an island nation lying just east of Africa. Once little more than a barren rock, lacking even the most elementary natural resources, it is now a prosperous jewel in the Indian Ocean, whose population has achieved prosperity due to the efforts of a relatively few super-beings. These are the mutates, bio-engineered candidates whose minds are wiped clean of memory, even as their latent powers are encouraged, and their wills turned to the good of the state, nameless creatures whose numbers denote their place in an unnaturally ordered universe. It is from the citadel, headquarters of the Genoshan state security, that the mutates who drive Genosha’s economy spring and the only thing a native Genoshan fears is that he might become one chosen to serve...
Some of them using their powers to melt the ground, several of the mutates are working on a construction site. Looking up to the huge triangular structure on top of the citadel, they notice a flash of energy. One of the mutates states what they all know; it can only mean that Pipeline is sending more mutates and new slaves. His colleague tells him not to get back to work as their boss is watching and, frankly, he considers it none of their business.
Inside the citadel, the mutant Magistrate called Pipeline stares at a computer screen as he enacts the various phases of his power to digitize people into electronic people and to reassemble them at a different location. “Coded. Locked. In Transit. Acquisition.” The forms of four mutants materialize; they are Boom-Boom, Rictor, Storm and Wolfsbane and have just been attacked and kidnapped from the Xavier estate near Westchester. Disoriented and confused, the four mutants wonder where they are. Looming above and behind them, a monstrosity answers them that they have arrived in Genosha. About ten feet tall, the creature looks like a huge mechanical spider with a scorpion tail. It’s outfitted with several weapons and six legs that can also serve as tentacles. In the center of the massive body, there’s a human head.
Not daring to look behind himself, Rictor thinks to himself that the voice sounds like that of Cameron Hodge. Meanwhile, with a cocky remark Boom-Boom addresses the fact that they are all stark naked, asking if this is a “come as you are party.” Not bothering to answer, the mechanical man-spider alerts the captive mutants to the re-materialization of the fifth prisoner, Warlock. With an expression of shock and horror, the young alien collapses to the ground and in a mocking tone, the cybernetic creature pities that Warlock didn’t make it though the transition as well as the others.
Analyzing their situation, Storm thinks to herself that their being naked must be a side-effect of Pipeline’s power, but she decides to leave it to Boom-Boom to state the obvious. Knowing Wolfsbane to be rather shy and modest, Ororo thinks that it must be torture for her and is surprised to find that Rahne handles being nude quite well; it’s almost as if she doesn’t even notice it. Storm takes this as a sign that they are being drugged, and Rictor has reached the same conclusion. He feels the poisons raging in his mind, calming his reactions, and partially he is glad to have an excuse for not having to go up against the mechanical monstrosity that is their captor. Rahne too feels the effects of the drug, finding it hard to think until she sets her eyes on the still form of Warlock.
Her teammate in distress, Rahne gathers enough willpower to resist the drug. As she shifts into her transitionary form, Rahne answer’s Boom-Boom’s earlier comment about them being naked with “Naked and helpless they may have brought us here, Boom-Boom, but we will na‘ remain so!” While Wolfsbane runs over to Warlock, Tabitha asks how they are supposed to cover their being nude, as they can’t shapeshift. In a weak voice, Warlock answers that at least they are alive. Hearing her alien teammate talk, Rahne is relieved, as she actually feared he was dead. Looking up at the man-headed mechanical spider, she demands to know who he is, what they did to Warlock and what he wants of the New Mutants.
The villain cryptically answers that she will find out in time, even though by then it will be too late. Confirming himself to be Cameron Hodge, the man-headed spider turning to Rictor, who hasn’t spoken a single word since the mutants’ arrival, and asks him if the cat got his tongue. He assures him that even worse will have it when they are finished. Apparently having teased and taunted his prisoners enough for now, Hodge tells the guards to signal the Wipeout that’s safe to come in and that he wants him to remove the four mutants’ powers. That, Storm says, she can not allow.
Even while the guards point their guns at her, Storm creates a wind to lift her up in the air. Boom-Boom tells the de-aged X-Man that a little gust of wind will not get them out. Evading the gunfire, Storm fears that Boom-Boom is right. In her current body, her powers are uncertain and her mind is still sluggish from the drugs. While she managed to summon the wind, she doubts that she can call up a lightning. Cameron Hodge knows that as well, and he tells the guards to keep on firing. There being not enough room to maneuver, Storm begins to sink down, and the guards try to grab her. Blaming Storm for their current situation, thinking they wouldn’t have been captured in the first place if not for her, Boom-Boom creates a time-bomb to aid the X-Man. However, as Tabitha begins her countdown, she can’t help but admire Storm when she does create a small lightning bolt, keeping her pursuers at bay. Well aware that this won’t hold the guards for long, Tabitha claims that it’s up to her again to save the day, and she throws her time-bomb at one of the Magistrates.
Meanwhile some of the other guards have surrounded Wolfsbane, who is still holding the weakened Warlock in her arms. They tell her not to give them any trouble, and that she will soon have forgotten all this trouble, happily serving the state instead. Rahne answers that they must be fools if they really believe what they say, and that they have a rather twisted idea of happiness. She then lunges forward, using her claws on one of the Magistrates approaching her. Having just entered the room, another Magistrate notes that the ground around Rictor is trembling, and that the effect is spreading to the whole building. Deducing that he must have some seismic power, the Magistrate tries to talk Rictor out of using his ability, reminding him that he could collapse the entire citadel and all inside, including himself and his friends. Rictor doesn’t care though, answering that he prefers death to serving Hodge any time.
Hodge calls that a perspicacious answer, though he says that Rictor will not profit from his wisdom. He then orders Wipeout, the Magistrate who was arguing with Rictor, to stop whimpering and to finally do as told. Wipeout uses his gift and blocks the four mutant teenagers’ ability to access their powers. Immediately, Storm drops out of the air, and Wolfsbane finds herself transformed back to plain human. Thus defeated, the four students of Xavier’s are made to kneel before their captors, their hands behind their backs. Hovering above them, Cameron Hodge declares them prisoners of Genosha, slated to face trial and execution for crimes against the state.
Boom-Boom protests, saying that they have never been to Genosha before, but Hodge corrects her - Storm has been to Genosha in her adult incarnation. He then calls Storm’s effort to delude the Magistrates by playing the helpless child pathetic, as her gene-print confirms her true identity beyond question. Officially, Hodge continues, they will stand trial as X-Men. Unofficially, he adds, they are in his power now, and he will see to it that they will never escape to wreak their mutant havoc upon an unsuspecting world.
At the Xavier estate in Westchester, Gambit and Sunspot climb through the access hatch to Xavier’s underground complex and join Cable and Forge topside. Roberto says that, strong as he is in his Sunspot form, it took him quite a while to open the hatch, as it seems to have been fused shut. Looking around, he notes many weapons, ruined cycles and clothing on the ground and wonders what happened. Cable replies that Boom-Boom, Rictor and Wolfsbane were on the surface, renewing their acquaintance with Stevie Hunter, when there was an alarm. He, Forge, Banshee and Cannonball responded, but as they reached the hatch to the surface, Storm shoved Stevie through the opening and slammed the door. Forge adds that Stevie told them that the kids were under attack by persons unknown.
Cannonball and Banshee land near the others, having finished a quick aerial recon. Cannonball reports that Cable was right in assuming that there must have been lots of attackers, but now there’s no trace of them, as if they all vanished into thin air. Banshee confirms Sam’s report; he too believes that the attackers are truly gone by now, prompting Gambit to ask what became of Storm. When Cable asks if the fate of the other kidnapped mutants doesn’t concern him, the Cajun replies that he doesn’t care for people he hardly knows; it is only the fate of his partner that matters to him, just like Cable thinks first and foremost of his charges, the New Mutants. Cable and Forge explain that when they tried the hatch a second time, after disentangling themselves from Stevie. It had been fused shut. Instead, they left the underground complex through the lake access, but by the time they got to the surface, they only found the weapons and the other equipment left behind by the attackers.
While Cable and Forge examine the weapons, Gambit wants to know who could have taken Storm or where she might have been taken to, and Forge answers that this is what they are trying to find out. Unfortunately, nothing on the attackers’ equipment provides a clue where they came from. Forge can only tell that these weapons are the most sophisticated money can buy, which makes it seem rather strange that the attackers chose to abandon them, Gambit agrees. Sunspot interrupts, saying that he found Rictor’s and Boom-Boom’s swimsuits on the ground, as if someone teleported them right out of their clothes. Right then Stevie emerges from the hatch. Bobby asks her if she remembers what Rahne or Storm were wearing, and she offers to help him search the ground for their clothes. First though, she informs Cable that she reached X-Factor by phone and that they are on their way to join them.
Meanwhile, in Genosha, the powerless mutants have been dressed in the skin-tight colorful suits that are worn by all mutates; in fact they serve as self-regulative systems and are bound to the flesh during the transformation process into a mutate. Locked in a communal cell the captive New Mutants and Storm are pending their arraignment. In disbelief, Boom-Boom keeps on ranting about the guards who told them that from now on they have no names but will answer to numbers instead. She lets out all her frustration, saying that they have been grounded for life without having done anything. “Except to be associated with the X-Men,” Storm says. Angrily, Boom-Boom answers that it figures; it’s always the X-Men’s fault.
Wolfsbane corrects her teammate, reassuring her that, whatever the X-Men did to the Genoshans, they surely must have deserved it. However, Rahne points out that this happened in the past, and that they have a much more pressing problem at their hands, namely Warlock. Holding the weakened alien in her arms, Rahne explains to him that they no longer have their mutant abilities because of Wipeout’s power, and asks if his alien physiology was affected as well. Warlock denies it, his condition isn’t Wipeout’s fault, but an unpleasant side-effect of their being teleported to Genosha. When Warlock was reassembled from the electronic impulses that Pipeline digitizes his passengers into, most of the life-energy that animates the alien was lost.
Hearing this, all of the young mutants gather around Warlock. Wondering aloud if he really intends to just lie there and get weaker and weaker until he is dead, Rictor offers for Warlock to take some of the New Mutants’ life-energy. Warlock is touched by this gesture, and says that they must truly be the best friends in the world, though he also warns them of the dangers involved. Sharing their energy might infect them with the transmode virus, same as Warlock fears Doug Ramsey was months ago. Storm answer that Doug is dead so they don’t know for sure if he was infected, but it doesn’t matter; without taking some of their energies it is Warlock who will be dead. Rahne agrees, they are all in this together - and if he takes only a little from them each, it should lessen the danger. Boom-Boom pretends that she is doing it for her own good, as they might need Warlock safe and sound to rescue them later on, but Warlock sees through the ruse and accepts her for her noble offer, same as the other mutants’.
Just as they are about to link hands for Warlock to absorb the needed life-force, Cameron Hodge makes his presence known, secretly having entered the cell while the mutants were occupied. “Away from him, little nameless numbers! Little mutant un-persons! That is not what I had in mind,” Hodge exclaims. He continues to explain that it will not be Warlock’s teammates but he who gets infected by the alien’s transmode virus, so that he gains the ability to alter the shape of his body at will. Storm demands to know how Hodge managed to sneak up on them so quietly. Belittling her for being a powerless child and no more the powerful leader of the X-Men, the mutant hater answers that for all its unconventionality, his mechanical body has many advantages. To demonstrate, he uses one of the spider-legs to grab Wolfsbane and lifts her up in the air.
Rahne cries in pain, the tentacle-lie leg squeezing her upper body. Storm and Rictor try to help her, and run towards Hodge, but with some of the other spider-legs, he slams the two mutants into the cell walls before they can even reach him. Rictor says that they believed Hodge dead, but no matter how he survived or what has happened to him, he thinks it’s fitting that the mutant-hater now has a monster’s body to match his monster’s soul. Addressing Rictor as “Unit 2347,” Hodge says that what he did to him before was nothing compared to what he has in mind for the mutants’ future – and, even that, will seem like nothing compared to the ordeals that Hodge himself went through.
Providing an explanation for both his survival and his altered appearance, Hodge then mentions his bargain for immortality with the demon N’astir’h. His head continued to live on after Archangel cut it off, and Hodge had his cybernetic experts construct this strong and deadly mechanical body for him. Through Warlock’s shapeshifting ability, Hodge hopes to re-gain a human appearance once more, without having to lose any of the mechanical body’s powers. He then lets go of Rahne and picks up the weak alien instead. The young mutants helplessly watch as their captor phases out through the cell wall, with Warlock in tow. They know that Hodge is mad and that they need to escape somehow.
Meanwhile, in the lab complex of the huge citadel, the Genegineer Dr. Moreau is talking to a boy named Michael, who is also wearing on of the mutate suits. Michael’s genetest, required of every Genoshan citizen on their thirteenth birthday, showed some useful mutagenic properties. Dr. Moreau asks Michael to calm down and to accept what’s happening, soon a telepath will erase his memories. Michael, however, says he wants to remember his parents because they love him. Then he thinks of what’s ahead of him; his head will be shaved, he’ll have a number on his forehead and he’ll be forever bonded to his mutate suit. Michael is concerned that his friends and his family will see him like his. The Genegineer assures Michael to assign him far from his former home as it’s not his intention to cause his family pain, though he also points out that they probably wouldn’t recognize him anyway; most people do not look beyond the colorful suits and the numbers to see a mutate’s face.
Beginning to panic, Michael says that he has done nothing wrong to be punished like that, but Dr. Moreau replies that it’s his duty to the state that succored him. Michael’s eyes widen in shock and terror upon seeing Cameron Hodge who just entered the room, still carrying Warlock. Having overheard the last part of the conversation, Warlock says “Self does not understand. Does duty mean sacrifice of self? To wipe out memory is a crime! Why punish boy? Why punish selfriends New Mutants?” Hodge answers that young or old, they are all part of the same team, all enemies of the Genoshan state. The X-Men’s existence threatens the status quo of the Genoshan society, and for each mutate they free, they will pay fivefold.
Dr. Moreau demands to know why Hodge brought Warlock to his lab, where he creates the mutates who provide for Genosha’s well being. Calling the Genegineer a hypocrite, Hodge answers that he has a plan of benefit for no one but himself, and he needs the Genegineer to assist him with his expertise. While the mechanical man-spider places Warlock on a lab table, Dr. Moreau reminds Hodge that the captured mutants are to be transformed into servants and supply new genetic material for his genebanks. Hodge doesn’t deny that, though he points out that Warlock is no “real mutant” but an alien, and as such his genetic material would be useless to him anyway.
Noticing that the two men are so engrossed in their argument, Warlock realizes that they have forgotten him. While too weak to stand, the young alien has kept his eyes and ears open to learn all his enemies’ weaknesses as well as the fate the Genoshans have in mind for his teammates. Just like his friends offered their energy to save him, Warlock wants to rescue his teammates and begins to slither off the table.
In the prison cell, Storm and Boom-Boom examine the bars and come to the conclusion that they are no ordinary bars but force-field generators. That, Storm reasons, must be how Hodge was able to pass through them. Boom-Boom answers that one little timebomb would blow the bars aside, that is if they still had their powers. Storm says that she still can’t get over the fact that Havok was one of the Magistrates who captured them, to which Boom-Boom angrily says that this is why she got them captured in the first place, to go after one of her “precious lost X-Men.” Boom-Boom blames Storm for shutting the hatch to Xavier’s underground complex, thus stopping Cable and the other from helping them when they were attacked. Storm defends her action, saying that it was a gamble, a calculated risk. When Boom-Boom asks what she was gambling on then, Storm explains that she saved the others from getting caught as well, so that they could start a rescue mission and come after them. However, Boom-Boom points out that the others don’t even know where they are, and says that while Storm may have been great in the old days, raging teenage hormones must have addled her brain.
On the other side of the cell, Rahne sits by Rictor, who says that they all must think him to be a coward as it took him so long to react to Hodge. Rahne tells him that this is not true and asks why they should think that. Rictor replies that he was so scared it must have shown; from the second he heard Hodge’s voice he could hardly move. Rahne answers that they were all frightened, but Rictor knows it was different for him. He explains that Hodge had captured him once before, when he was younger. Back then, Hodge had him tortured, trying to make him topple San Francisco with his seismic powers, and if not for X-Factor saving him, he might have well succeeded. Further opening up to his teammate, Rictor says that he was glad when he heard that Archangel had killed Hodge and that for the first time in a long time he felt safe. But now, Hodge is back, and they are all trapped in Rictor’s worst nightmare.
Having made his way back to the cell, Warlock tells his friends that they need to escape. He fills them in on what he learned from listening to Hodge and Dr. Moreau. Hearing that their memories will be wiped and that numbers are going to be written on their foreheads, Boom-Boom thinks that the strain must have been too much for Warlock and that he is delirious, but Storm confirms this to be the regular treatment of people undergoing the mutate bonding process. As the de-aged X-Man states once again that they need to escape before its too late, Tabitha makes a snappy remark of her sounding like a broken record, when neither one of them has an idea how to break free.
Warlock says that he has studied the Genoshan technology and that he might be able to free the others; however they need to act fast before Hodge and the Genegineer notice his disappearance. As he begins to interface with the computers that regulate the force-field generators, Boom-Boom protests, stating that it will short out his circuits and further drain him. Storm, though, knows that Warlock is their only chance, and it’s too late to stop the young alien anyway. There’s a flash of light as Warlock channels the electric power though his own body, and with the words “There, selfriends.... it is... done...” he collapses to the ground. Concerned, Storm asks if he is dead, but Boom-Boom finds her teammate to be alive – barely. Immediately, she offers Warlock to take some of her own life-energy, but he says that there is no time. He can already hear some guards approaching.
As the mutants leave their prison cell, Storm and Boom-Boom try to carry Warlock, though it’s clear to him that he is too heavy for them to carry him for long, and too weak to walk on his own. Therefore, he makes the only possible choice and tells the others to leave him behind, to run as fast as they can and to alert X-Factor. All he hopes for is that his sacrifice was not in vain. Hearing this, Rahne turns back, not wanting to leave Warlock behind, but Rictor convinces her that they have no other options. They need to split up and try to get out of the citadel. Rahne reminds him that they have no powers, but Rictor says that it doesn’t matter as they have been trained in hand-to-hand combat by Cable. Reluctantly, Rahne agrees and promises to Warlock that they will come back for him. “Last mutant to the American Embassy is a rotten egg!” says Boom-Boom in a desperate attempt to lighten up the mood, before the four depowered mutants run out of the prison complex.
Scant seconds later, a team of Magistrates secure the area. Reporting to Cameron Hodge, Havok sums up that the mutants escaped though that they left the alien behind. The monstrous mutant-hater orders Havok and the Magistrates to hunt down the escaped mutants without mercy, but to bring in “that genejoke vermin” alive. In regards to Warlock, Hodge says that the alien’s power will now be his.
In upstate New York, a small craft carrying the members of X-Factor arrives at the Xavier estate. The team meets with the remaining X-Men and New Mutants, and Cyclops states that they can as soon as they received the call. The others fill X-Factor in what happened, and still carrying a grudge, Cable states that no matter what danger threatened his students, he thinks that Storm had no right to take matters so completely into her hands and to lock them out of the battle by slamming the exterior hatch to the underground complex. Taking a closer look at the hatch, Cyclops notes that it’s been partially melted by some sort of plasma blast - similar to the one his brother Havok used to wield before he disappeared. At that point, Cannonball flies by and interrupts, saying that X-Factor’s sentient ship forwarded a call from Val Cooper, the secretary in charge of mutant affairs in Washington. She wanted to inform them of an announcement about the trial and execution of some captive mutants.
Inside the citadel, Rictor and Wolfsbane have reached a point where the corridor branches again. Rahne tells Rictor to take the left path while tries out the right one. Noticing that Rictor doesn’t fully agree, she asks him what the matter is. After all, he was the one who earlier said they should split up so that they would have a better chance of breaking free. She then realizes that Rictor doesn’t trust her, and accuses him of thinking that the second he turns his back, she will go back for Warlock. Rahne asks if he truly thinks her to be that daft to confront Hodge on her on. “Yes. No. I...” Rictor hesitates, and doesn’t know what to say. He then wishes Rahne good-bye and promises to wait for her at the embassy. Before the part ways they share a passionate kiss. As Rictor runs off, Rahne thinks to herself that while she loved Doug, he never made her feel like this - so wonderful that it must be wrong.
Next, she thinks that Rictor was right to suspect her and she hopes that he won’t be too angry when he finds out. She hopes that, while he will reach the outside and contact Cable, she can find Warlock and keep him alive, even if it’s only by sharing energy with him. Eventually, she makes her way through the citadel and reaches the lab complex. From one room she hears the voice of Cameron Hodge. “Strap him into the transmutator, the bands go there... and connect to my body here. Now - activate the machineries,” he says, and what Rahne hears next is the scream of her teammate. She thinks of Rictor one last time, that she loves him and that she would like to do as he wished, but she can’t stand the thought of yet another teammate after Douglas sacrificing himself for her. Having reached a decision, she storms into the room.
Immediately, she gets a grasp on the situation: there are several Magistrates in the room and Warlock, glowing white-hot, has been strapped to a machine that is to transfer his shape-shifting power to Hodge. Wondering if such a thing is even possible, Rahne leaps over several Magistrates and evades their gunfire with quick and sudden moves. Thinking that Cable’s training is really paying off, Rahne places several kicks and blows and tears through her opponents with a ferocity that she would normally show only in her wolfen form. However, she is hopelessly outnumbered, and Cameron Hodge encourages the Magistrates that they only need to distract her for a few more seconds. Indeed, the machine is doing what it was designed for, and Rahne notes that one of Hodge’s tentacles begins to alter its appearance, already somewhat resembling a hand. She knows that she has only one chance left. Gathering all her strength, she leaps forwards and sunders the bond between Warlock and Hodge, thus stopping the transference.
“You have doomed me to this body!” Hodge yells, apparently it being too late to re-establish the connection. Knocking Rahne over with one of his spider-legs, Hodge says that Warlock is likewise doomed – he is dying. Tears in her eyes, Rahne can do nothing but look as Warlock glows brighter and brighter, eventually fading with there only a pile of ashes remaining. Touching the ashes, Rahne apologizes to him; she tried, but she couldn’t save him. Quite angry that the chance to re-gain a semi-human appearance is now lost, Hodge promises to make Rahne pay with her life’s blood. For now, though, he takes satisfaction in the fact how much Warlock’s death is hurting her already.
At Xavier’s underground complex, X-Factor and the remaining members of the New Mutants and the X-Men watch the news on TV. Genosha’s president recites a shear endless litany of crimes that are blamed against the X-Men. The speech ends with “... the minister of defense has just handed me a note, saying that the mutant Warlock has been killed while trying to escape. An incident which Genosha sincerely regrets. Our other mutant captives will be tried as enemies of the state and if found guilty, will be executed! Rahne’s image is shown, prompting Cable to say that at least she is still alive. At the same time, he wonders about the fate’s of the others. Marvel Girl agrees that they have to go to Genosha and get them back, before the Genoshans can carry out their mad plans.
Suddenly, the phone rings. Forge picks up; it’s Val cooper again, informing them that the president of the United States requests their presence in Washington. The assembled mutants are left wondering, though, whether he wants to offer them assistance or if he wants to stop them from acting. The Beast says there’s only one way to find out - if they hurry, they can make it to Washington in less than half an hour.