Holding their infant son, Madelyne Pryor-Summers watches her husband, Scott, using his mutant optic blasts to reduce several trees to kindling. As they return inside, Maddie asks if they really need any more wood. He’s always out in the yard splitting wood, hour after hour. Even when he’s with her, he’s really not, she complains. Madelyne then asks Scott to fetch her a new diaper for the baby. Scott, however, is momentarily distracted by the TV. The news anchorman mentions a possible new law regarding mutant activity. The law would call for mandatory registration of all known mutants. Somberly, Scott thinks to himself that things are getting worse every day. Madelyne sharply reminds him that she asked for a little help. Certainly his fellow mutants can do without him for once. Hasn’t he done enough?
It’s not that simple, he begins to defend himself. Madelyne cuts him off, pointing out that things aren’t that simple here either. She reminds him of his responsibility to his family. She can’t be the only one working on this marriage. Bitterly, she adds that she knows that the reason he just came back to her and their son is because his bid to lead the X-Men didn’t succeed. That hurt her. Just as it hurts knowing that he only married her because she looks like his old flame, Jean Grey. Angrily, she shuts off the television set, shouting that she loves him. The X-Men don’t need him. Jean is dead. And she needs him.
Later that night, Madelyne wakes up to find that she is alone in the bed, apparently not for the first time. She follows Scott out on the balcony, asking him to come back. Maddy apologizes for her earlier outburst, pleading that she just doesn’t want to lose what they have. Scott understands but admits that he isn’t really sure what they actually do have anymore. Madelyne points out that she’s tried to overlook a lot of things, such as his not being there for the baby’s birth. Without looking at his wife, Scott agrees that he should have been there. Maddy continues, telling him it’s never been easy for her to deal with the fact that she resembles his dead lover. He’s thinking about Jean right now, isn’t he? Bluntly, he says ‘yes.’ Without a word, Madelyne turns away and walks inside.
It is morning in New Mexico, where Warren Worthington III is enjoying an early morning flight. Until recently, he had been a member of the Defenders but, with that team’s demise, his superheroing days seem over. Currently, Warren is just interested in the rebuilding of his New Mexico home and the pursuit of personal pleasures.
The same could be said for his guests and best friends, Bobby Drake aka Iceman and Hank McCoy aka Beast, who are intent on leaving that day to start a normal life. While juggling his luggage on his feet, Hank walks down the stairs on his hands, while, at the same time, reading a medical article. Having more trouble with his suitcases and not understanding a word of what his friend is talking about, Bobby follows. Finally, he’s had enough and creates an ice slide for the bags. Hank angrily reminds him that Warren has just refurbished his home and now Bobby has left him with two hundred pounds of ice melting in the living room. Bobby shrugs it off. Just an excuse for old moneybags to redecorate again.
They stop outside to say good-bye to Warren and his girlfriend, Candy Southern, who’s in the pool. Candy regrets their leaving, but Bobby has to report to his new job at an accounting firm the next day and Hank has a job interview lined up. They ask where Warren is. Candy makes apologies for her lover, figuring he’s a bit down about giving up the hero biz. The next moment, Warren swoops down to sweep her off her feet, leaving Bobby to sarcastically comment that he’s being positively morose, isn’t he? Angel tells them to cheer up. Mourning doesn’t help. They gave it their best shot but, as heroes, they can’t cut it anymore. Maybe they should give it one more shot, Bobby suggests, but Warren forcefully disagrees. They tried to be Defenders and now half of their team is dead. They simply don’t have what it takes.
While the three friends are knee-deep in their discussion, the construction workers comment on the weirdness of working for a mutant. One of them is so distracted that he cuts the wrong line and the scaffolding begins to fall. Tossing Candy into the pool, Warren grabs one of the falling men, while the Iceman and Beast go for the other two. However, they end up getting into each other’s way and they only barely manage to save the men before all ending up in the pool.
After Angel tells the men he’ll raise their wages, Beast somberly points out that fate sees to punctuate Warren’s point. Without a Professor Xavier or a Scott Summers to lead them, they are not much to write home about. Warren agrees. They’re his best friends but it’s time they all started having a little fun. Candy and Warren wave the others goodbye and return to the house. Inside, he sees that Hank has forgotten one of his bags. Hoping that nothing too important is in it, Warren takes a look to find a picture of the original X-Men.
At that moment, the phone rings and Candy tells Warren it’s Reed Richards. Warren takes the call and becomes very agitated when he hears what Richards has to say. He tells Candy he has no time to explain. He must go to New York City as fast as possible. He flies off leaving a perplexed Candy.
In the meantime, at the San Diego Naval Yard, the medical frigate U.S.S. Essex docks after months of duty at sea. Chief Fisher takes one of the younger sailors, Rusty Collins, under his wing and drags him to the Washington Street strip. After a few drinks, Fisher introduces the young man to Emma laPorte; a prostitute. Rusty is nervous and shy, as the woman comes onto him, and Fisher slyly suggests she take him out for some night air.
Out in the alleyway, Emma is all over the boy and kisses him passionately. Rusty’s emotions well up. He screams that he is burning up –and, suddenly, he is. Flames emit from his body and Emma catches fire. Riveted at the horrifying sight before him, Rusty runs in terror, shouting for somebody to make it stop.
Four and a half hours after receiving Reed Richards’ call, Warren’s Concorde touches down at JFK airport. For the Angel, it seemed like the longest flight of his life. He runs into the airport’s hall, tearing off his shirt, flying over to Richards and not caring that he scares several people. Richards urges him to calm down before there is any commotion. Too late, as bystanders are already throwing objects at Warren, hitting Richards in the process. Reed orders Warren to follow him to Avengers Mansion. Talking is impossible here.
Twenty minutes later, on the front law of Avengers Mansion, the two men finally get to talk and Warren asks how it is possible that Jean Grey is alive! Reed states that he surmised Warren’s presence might be what she needs right now … to help her adjust. She’s been through an incredible ordeal, Reed continues, but she seems to be in good spirits. Nevertheless, Warren should take it slowly. Warren agrees and asks if he can see her now.
In San Diego, Rusty has been caught by Naval forces in special protection suits. As he looks around for a friendly face, he hears the word ‘mutant’ spat at him. Two navy personnel can barely hold back an enraged Fisher, who shouts at Rusty that Emma may die because of him. He’ll make him pay, he vows.
Four o’clock in the morning EST finds Warren in the posh confines of a suit of the Waldorf-Astoria, wrestling with his conscience. Jean wants to see Scott. If Warren calls him, he’ll come, but what will that do to his marriage? Not to mention that part of Warren is hoping Scott won’t come. It could be a chance for Warren and Jean… He thinks hard for several hours. There truly is no choice and, finally, he makes the call.
At that moment in Alaska Scott and Madelyne are cleaning up after breakfast. Scott apologizes for last night, adding they’ll work it out. At that moment, the phone rings and Scott gets it. Pleased to hear from his friend, Warren, Scott shouts out in disbelief when he hears what Warren has to say. He just states he’ll be there before hanging up, not able to look at the curious Maddie, who demands to know what Warren wanted. Scott replies cautiously that Warren needs to meet him in New York today. Maddie asks him to tell Warren he can’t make it. Still not turning around, Scott insists that he can’t do that. Her fingers clenched, Maddie tells him that, if he walks out of that door now, he needn’t come back. Telling her only that he has to, Scott walks away, leaving Madelyne to bury her face in the towel.
Twelve hours later, Scott arrives at the Waldorf Astoria, New York. As the elevator reaches the eleventh floor, Scott finds the entire floor guarded by security guards. One of the guards recognizes him as the man Mister Worthington’s waiting for and they escort him to Angel’s suite. Without a greeting, Scott asks what is going on here. Warren chides him for his rudeness, adding hat the guards are there to ensure their privacy. You can’t be too sure these days with all the mutant haters. Scott asks where she is. In the next room, Warren answers. How much has Warren told her, Scott asks, referring to his marriage. Nothing, Warren admits. He had to leave that to Scott.
Slowly, Scott opens the door to find a radiant Jean Grey, who’s overjoyed to finally see him. Jean rushes at him and hugs him, babbling that she was afraid she’d never see him again. Scott can’t believe his eyes at first. It doesn’t seem possible. Of course, it’s her, Jean states smiling and adds ‘who else loves you this much’, as she hugs him again. Overcome by his emotions, Scott just stammers and cries. Jean assures him it’s okay, that she understands how he feels and adds that now everything will be the way it used to be. Scott replies that he has to tell her something but they are interrupted, as Warrens joins them. Jean enthuses how great it is for them to be together again and Scott asks Warren how Jean survived. They thought she’d died. Warren tells Scott what Dr. Richards explained to him.
He reminds Scott how it started when the X-Men had become involved in a skirmish in outer space. Marvel Girl took it upon herself to pilot a damaged craft earthward through a radiation storm. The shuttle crashed violently and sank into Jamaica Bay. The X-Men assumed that Jean had perished. Instead, however, Jean Grey emerged from the crash, more powerful than ever, now calling herself Phoenix. Or so they thought.
For months, life continued as normal – as normal as it gets for the X-Men. Then Phoenix’s growing cosmic powers corrupted her. She became the evil, star-consuming Dark Phoenix. Her powers threatened to destroy the world. Realizing what she had become, she saved the galaxy by heroically committing suicide.
Jean interrupts Warren’s narration by referring to Phoenix as a ‘poor creature.’ Scott wonders why they are acting like the Phoenix was someone else. That’s why he was giving him the build-up, Warren continues.
A week ago, the Avengers found a mysterious cocoon in Jamaica Bay and took it to their headquarters. Mr. Fantastic examined it and his probes resulted in the release of its occupant – Jean Grey. The Phoenix had been a separate entity who had perfectly duplicated Jean’s body and personality – too perfectly, since Jean’s heroism caused the entity’s self-destruction.
Warren finishes his tale, explaining that Jean was left in stasis in the cocoon until her extensive injuries were healed. The only negative outcome appears to be the loss of her telepathic abilities. Though, oddly enough, Jean chimes in, her telekinesis has increased dramatically.
Scott doesn’t know what to say, but it’s Jean’s turn now as she tells them that she has a few million questions for them. She’s been catching up on what’s happening in the world. Are they aware of the extreme anti-mutant sentiments? Something has to be done. As Scott lamely states that things don’t look good, Jean angrily interrupts that it’s open season on mutants. Every magazine, newspaper or show has something to say against them. They have to do something! She knows they can’t return to the X-Men, as Magneto has taken charge of the school. But maybe they can form their own group. Warren tells her that he has given up the hero biz. He’s tired of the good guy-bad guy routine.
Jean can’t believe this. Angrily she turns to Scott asking him to talk some sense into Warren. After all, he’s always been the leader of the group. Scott tells her that he actually shares Warren’s feeling. He recently tried to take over the X-Men’s leadership, but couldn’t cut it so he’s more or less retired. He’s actually tried to work with Magneto, Jean demands incredulously. Infuriated, she tells the men that they make her sick and she’s not going to stand around twiddling thumbs while her kind is totally wiped from the face of the earth. She lashes out with her telekinesis, shattering the room’s outer wall and floats away.
Warren urges to Scott that they have to go after her, but his former teammate seems to be on the verge of a nervous breakdown, as he mutters that nothing makes sense anymore. Warren tells him to go to hell and flies after Jean, who wonders what to do now that her temper has cooled off. The Angel apologizes and admits that she’s right. He already has an idea.
Two weeks later, in the dean’s office of Boston’s Harvard Medical School, Hank McCoy is waiting for his job interview. The dean finally asks him in, nervously admitting that his resume is impressive, but he has received a petition from the other faculty members, who felt hat a known mutant on the staff would jeopardize the reputation of the school. Therefore, he must reject Hanks’ application.
‘Reject!’ Hank shouts. This is the fifteenth interview he’s been to and all he has encountered are petty bigots. He tells the Dean to shove it; he has had enough. He takes off his shirt, jacket and shoes and jumps out of the window, even as the Dean begs him to consider the school’s reputation. Frustrated, he considers retiring to an island when a man asks him if he may have a word with him. Warren sent him. In that case, Beast states, lead the way.
Later that day, at the accounting firm of Harras, Anderson and Brown, Bobby Drake goes over the mundane task of auditing, bored to tears. The call from Warren can’t come soon enough. The next moment, Bobby ices up and runs by his colleagues announcing that the Iceman cometh again.
Six hours later on Manhattan’s lower eastside, a sleek helicopter makes its descent onto a piece of waterfront property and two bewildered passengers cautiously enter the building, admiring its size. Bobby and Hank ask Warren what this is about and he apologizes for the secrecy: this is the brand-new headquarters of his newest corporation. But that’s not why he called them here. He tells them to get ready for the biggest surprise of their lives and, a moment later, Jean Grey enters the room to greet them. The joyous reunion segues slowly into explanations, as the two newcomers are told Jean’s tale. Warren tells them that they need their help, desperately. Scott disappeared a few weeks ago after they had an argument. They’d hoped that Hank and Bobby could find him, as he and Jean still have a lot of work to do here. And everything they are doing here depends on Scott’s participation, Jean adds.
Hank agrees and they finally find him at Jamaica Bay, looking dishevelled, unshaven and desperate. Hank cautiously calls out to him but Scott rudely brushes him off. Refusing to be deterred, Hank explains they’ve been looking all over for him. Scott mocks his cleverness and tells them to let him be. Bobby asks him what’s wrong and Scott bitterly spits that it’s his whole life. Nothing is what he thought it was. His Jean never died. Only that… thing! He had mourned for her, resolved his feelings. How can he even face her now? Or Madelyne? Hank states that he’s still in love with Jean, isn’t he? Scott just stammers.
Hank tells him he can’t pretend knowing how he feels, but he knows one thing. He can’t run away from his problems or from them. They always were family and that hasn’t changed.
Scott confides that he wants to be near Jean but he can’t face her yet or tell her the truth. He’s afraid of losing her again. Hank is certain that Jean would understand. She was gone and Scott had to go on with his life. She won’t blame him for that. They all have a second chance now … to do something beneficial. The five of them like the old days. He knows, Scott admits. Jean was right about that. Finally, he follows his friends.
The next day in the housing complex, Warren calls his friends together for a meeting. He introduces them to Cameron Hodge, their new public relations representative Cameron comes from one of the most successful advertising agencies and also happens to be Warren’s college roommate. He’s been doing research and surveys and now has an excellent grasp of the mutant phenomenon. Cameron gets straight to the matter: their problem is to locate and gain the trust of the growing mutant population. After providing them with the necessary training to control their gifts, they can return them to society to lead productive lives. Thanks to his years of PR experience, he believes to have found a viable system of defusing the mutant hysteria by turning it upon itself. Beast finds himself reminded of what Professor X taught them, as he listens to Hodge’s words.
Cameron proposes that they capitalize on humanity’s distrust towards mutants by posing as a mutant deterrent agency. People that suspect mutants will call their toll-free number to report an incident. They will then, in the guise of a team of psychologists and scientists, investigate the subject, their true goal being the protection of people with the X-Factor gene. Appropriately, their organization will be called X-Factor. He shows them an advertisement and a prepared TV spot.
How long before these spots begin to air, Scott asks. As Jean and Warren smirk, Cameron informs him that they’ve been airing for several days now. He hates to waste time. Shall they begin the briefing?
Meanwhile, at the naval security facility where Rusty Collins is being held in solitary confinement, his guards decide to turn a blind eye when chief Fisher comes to pay the boy a visit. Fisher verbally assaults the frightened young man, telling him he’s heard Rusty’s going to be moved to a medical centre for some tests, because they think he didn’t do it intentionally; but he knows better. He thinks they will just be as happy to do an autopsy on Rusty, he gloats, as he draws a gun. Rusty shouts for the guards, who don’t come, and his powers erupt once more as he warns the chief to run away. A moment later, the flames explode and Rusty runs, panicked, his flames out of control. As helicopters follow him, he only gets more frightened and, as a result, within three minutes, the base is a smoldering ruin and Rusty is on the run.
Fisher, only mildly hurt, finds himself at a local pub a few hours later, worrying about what’s going to happen if the boy is caught and spills the beans on what Fisher tried to do. The bartender greets him and points to the new X-Factor TV spot, giving Fisher a great idea. He asks for a phone…
An hour later at X-Factor’s headquarters, Jean enters Scott’s quarters, asking why he is still here. Didn’t he hear? They’ve got an assignment. Scott tells her this is ludicrous and won’t work. Jean urges him to believe it will, as they all depend on him. Finally, she tells him to at least do it so he will be with her. That’s the only reason he’s still here, he replies and decides to come, thinking he has to at least be around until he can tell her about Madelyne.
A short time later, a helicopter has brought the group to LaGuardia Airport, where their new sumptuous X-Factor jet awaits. Five hours later, the aircraft touches down in San Diego and Scott, Bobby and Jean, dressed in official, blue X-Factor jumpsuits, head for their meeting with Fisher. Being obvious mutants, Angel and Beast have to sit that one out. Fisher hands them some half-truths about Rusty, claiming that he doesn’t believe the military police will be able to stop him. Hence, he has called X-Factor. The disgusted trio learn that the pursuit has led the military outside town about ten miles into the hills. They assure Fisher they’ll get the mutant.
A short time later, a still-panicked and still-burning Rusty runs for his life, chased by armed vehicles and helicopters, all the while shouting that he doesn’t want to hurt them. With his back to a rock, he’s ready to fight back but, suddenly, one of the vehicles is disabled by an optic blast.. Having changed into their masked, superhero outfits, the members of X-Factor now use their powers to immobilize the vehicles and keep the soldiers from hurting Rusty. Scott, shouting orders, is now back in his element. Moments later, the cars retreat and the mutants follow Rusty’s trail into a cave. Scott realizes that this is working, that he belongs with a team that can do good… but where does that leave Madelyne?
They close in on Rusty, assuring him they want to help, but the boy is now in a state of hysteria, believing they want to use him as guinea pig. He lashes out at them with his powers and the heroes are only protected by Iceman’s iceshield. Cyclops orders the others to attack and keep Rusty off-balance. Rusty lashes out one last time, intent on collapsing the cave on them all. Jean throws up a telekinetic bubble around them but can barely hold it. Cyclops, once more, painfully realizes that, if he weren’t around, Jean, his friends and Rusty would be dead. He realizes that he’s needed, as he unleashes an optic blast that shatters the rock above them and allows them to climb out.
After they’ve wrapped the unconscious Rusty in an asbestos bag, Warren turns to Cyclops, asking what now. Decisively Scott explains that he, Jean and Bobby are now changing back into X-Factor gear. Then they’ll contact Fisher.
A few hours later, a surprised Fisher finds they actually caught Rusty. Are they going to take him to their base and conduct tests on him, he suggests slyly, not wanting them to turn the boy over to naval authorities. Cyclops agrees but there is still one small matter… as Bobby hands him the bill for their services; a bill for over 42,000 Dollars. Not wanting them to turn Rusty over to the Navy, Fisher is forced to cough up the money, while X-Factor gloat behind his back.
On their way back to New York, they release Rusty from his asbestos ties and explain the situation to him, as they offer him help and guidance. Jean enthusiastically tells Warren, who is standing close to her, that this is going to work, while Cyclops, quietly and somberly, watches them.
That same night at 3.30 in Anchorage, a sleepless Madelyne Pryor sits in front of the TV set, watching an X-Factor commercial spot.