Five minutes ago, Hank McCoy hovered on the brink of death. Kidnapped by Dr. Carl Maddicks, the Beast has become the subject of a bizarre experiment to reverse the genetic cause of his mutation. The experiment has almost cost him his life, but Maddicks managed to pull him out of cardiac arrest at the last moment. He checks the unconscious Hank’s pulse rate and is satisfied to find that it is steady. Already, Hank is displaying signs of cellular regression. Hopefully, he’ll be strong enough for phase two soon.
However, Maddicks decides, he must make sure that his scheme remains undiscovered. Nothing must impede his progress if he is to cure his son. He joins his young son, Arthur, who is playing with his kitten, and asks him if he still has a mental link to the man he introduced him to the day before. When the young boy nods, his father asks him to project a mind scan for his father to see. Arthur does so and Maddicks witnesses how X-Factor captures Tower. He then orders his son to mindlock the “bad man,” so he can’t talk to those people. When Artie hesitates, Maddicks tells him that those people are going to hurt them and even his kitten; he doesn’t want that, does he? The child shakes his heads. His eyes begin to glow and he does as his father asks.
At that moment in a nearby suburb of Atlanta, the members of X-Factor want information from their prisoner, the mercenary Tower. The size-changing merc isn’t interested in talking unless the mutants agree to let him walk free after that. Reluctantly, Cyclops agrees. Tower starts explaining about this scientist when, suddenly, he goes into a catatonic state.
Back at Ryan Labs Maddicks urges his son to continue the mindlock, while he himself continues the experiment, injecting the ailing Beast with another dose. Hank shouts in agony, disturbing Artie more and more until his concentration falters. Exhausted, the boy slumps to the floor and Tower is finally able to break free of his control.
‘Blasted kid,’ he curses. He decides he’s had enough and just wants out. Quickly, he tells X-Factor the pertinent facts. They are looking for Dr. Carl Maddicks, who runs a top-secret research lab at Ryan Biochemical. He’s got Beast in an underground complex there. Gloatingly, he adds that, if they think their buddy is still in one piece, he wouldn’t bet the farm on it. Cyclops angrily orders him to leave and he’d better pray they never meet again. Jean then addresses Tower, appealing to his better nature. He’s a mutant like them. He could make amends by using his powers to help all mutantkind. Tower walks away, laughing. She’s got to be kidding him. Disappointed, the others walk to the car and head towards Ryan Labs.
In the meantime, at the X-Factor complex, X-Factor’s PR manager Cameron Hodge and Beast’s sometime girlfriend, Vera Cantor, are nervously waiting for some news. Hank tells Vera that he’s sorry but there has been no news so far. However, he assures her that their friends are on the right track. Suddenly, a man in a trenchcoat joins them and Cameron apologizes to Vera. He has some business to attend to. Hodge greets the other man, Senator Thompson, and tells him it’s a pleasure to finally meet him face-to-face. Likewise, Thompson assures him, he only wishes circumstances weren’t so grave. His coming here is not without risk…
Hodge assures him that his seat with the Senate committee on mutant affairs is safe. Thompson explains that he’s agreed to help Warren because he was a good friend of his father’s and sympathizes with the mutant cause, but do they realize that X-Factor may be doing more harm than good?
Meanwhile, the comatose and bandaged Hank McCoy receives a silent visitor in the form of Artie Maddicks. The young boy touches him and establishes a mindlink. Through it, he first experiences Hank’s memories of the people close to him, then he feels the pain Hank has had to endure. He breaks off the mindlink and Artie’s eyes fill with tears, though he couldn’t say if for McCoy or for his father.
At that moment, the members of X-Factor have gathered outside the compound. Angel tells the others that he has scouted the area. Two possible entrances: one on the roof, the other is the south service door. Both look unguarded. Cyclops decides that they’ll split up. With two teams, they’ll stand a better chance of reaching Hank. Moments later, Iceman and Marvel Girl reach the south face of the complex to find an electrified fence. Iceman suggests he whip up an icebridge, but Marvel Girl is against the idea. It would take hours to melt and would be spotted. Instead, she lifts up a part of the fence – without even breaking the connections – allowing her and Iceman to slip through underneath.
The other group has it easier. Angel simply flies Cyclops to the roof. He informs Scott that he just realized Worthington Enterprises holds major stock in this company! Well, he’s going to have a hard time explaining this to his board of directors, Scott jokes. They land gently but not unnoticed, as a camera picks them up and the personnel decide to inform security.
Unaware of this, Angel tells Cyclops that he knows that the timing is lousy, but has Scott been able to talk to Madelyne? He’s right, his timing is lousy, Scott replies, stony-faced, and amends that he has tried to call Madelyne, but she moved out. He uses his optic blast to destroy the door’s lock. They enter, only to find a horde of armed and armored security guards waiting for them.
Marvel Girl and Iceman, in the meantime, are still at the outer perimeter. Iceman wants to press onwards but Jean alerts him to the ground sensors. If they walk though the compound, the vibrations of their footsteps will set it off. She gives him her hand and tells him to hold on as she levitates them over the ground. Why didn’t she do that before with the fence, Iceman inquires. She wanted to show off, Jean replies.
Maddicks, in the meantime, is quite aware of the intruders’ presence, thanks to young Arthur’s powers. He tells his son to keep scanning their progress, while he gathers the rest of his papers. Arthur looks at McCoy and then looks questioningly at his father. Maddicks explains that there is one more phase of the experiment left, so they can’t let him go quite yet.
In the meantime, Jean and Iceman have landed in front of a door but Jean finds that the electronic lock mechanism is too complicated for her to manipulate telekinetically. Iceman tells her to leave that to him. He applies extreme cold to the door allowing Jean to shatter it with a simple telekinetic push. Unfortunately, neither counted on the alarm system.
Elsewhere, Cyclops and Angel are fighting their way through the crowd of security men, until they finally reach an elevator. They manage to close the door but realize they’ve only bought themselves a few minutes.
The head of security realizes that they are heading for the top-secret labs and orders unit two to intercept corridor seven. They are to implement Plan Z. Seconds later, the elevator stops and gas is released into he small cabin. Cyclops orders Angel to implement maneuver six. Angel grabs Cyclops, who shoots his optic blasts at the ground and both men fall to be swept up by Angel seconds later. Angel flies them down the shaft and hopes the group had more luck.
Actually, they are fighting as well. While Jean holds back the armored goons, Iceman opens the elevator door. However, he points out, there's no elevator. Big deal, Jean announces and shoves him into the shaft. Telekinetically, she lowers both of them.
Upstairs, the men decide that, in order to protect the top secret projects, they are going to have to shoot to kill if necessary.
At the bottom of the shaft, Jean and Bobby take a look at the destruction around them and realize they weren’t the first to arrive. As they round the corner, they find the other half of their team. Cyclops tells them that the door to the security lab is impenetrable, even resisting his most powerful optic blasts, but perhaps the wall…
Behind the door, Maddicks orders his son to wait in the escape tunnel. No one must know what they’ve been doing here. Artie doesn’t move; instead, he points at the comatose McCoy, slumped over in a wheelchair. His father tells him that he knows this doesn’t seem right, but he’s done it for his son. So he can be his normal little boy again. Artie stands firm. He wants no part of this.
Suddenly, the wall shatters under the onslaught of Cyclops’ optic blast and X-Factor enters, mad as hell, demanding where Hank is. Jean realizes it’s him in the wheelchair and a furious Cyclops demands answers. Maddicks explains that McCoy is in the second stage of cellular mutation regression. He’s reversed the mutation process and made him human.
He explains how, a few years ago, he was the head-geneticist at the Band Corporation, until the day the boy-wonder Hank McCoy was hired to isolate the chemical cause of mutation. Maddicks, on the other hand, was trying to steal that secret for the criminal Secret Empire. He made a botched attempt at stealing the formula. Somehow, Hank accidentally ingested the serum, transforming him into a furry anthropoid form. As a reward for failure, Maddicks was shot, left to die. The agents dumped him in a roadside ditch, little knowing that his wounds weren’t fatal. Eventually, he was discovered and taken to a hospital. In the meantime, the Secret Empire had been destroyed, leaving Maddicks a free man.
He wanted to begin his life anew and his son, Arthur, rejoined him. As his mother had died years go, Arthur was all Maddicks had. He began a job at Ryan’s Labs. Then, on Artie’s eleventh birthday, his mutation manifested, leaving him disfigured and mute. Maddicks was determined to make him normal again.
Tower was a volunteer at Ryan’s to be tested for his mutant abilities. Maddicks formed an alliance with him and instructed him to abduct McCoy. He had reached an impasse and knew that only McCoy could help. They know the rest.
Maddicks continues that the mutants arrived before X-Factor could remove Tower from the picture. Jean urges Cyclops that they have to get Hank medical help. Angel agrees. The security men will be here any moment. Cyclops orders them to get Hank away. He’ll hold the guards off. The others argue; he’s not going to sacrifice himself for them!
Suddenly, Artie shows them a vision of the security guards having reached the lower level. They are all doomed, Maddicks shouts and explains that this level is classified as top-secret. They have orders to shoot to kill. He’s been conducting his experiment clandestinely. Once they find out, he’s finished. If they engage them, they’ll shoot anyone looking like a mutant, including his son. Maddicks begs the mutants to save Arthur and tells them where they can find a bio-hazard escape tunnel that leads outside. He tells them to go. He’ll delay them as long as possible.
As the others leave, he takes out a gun, stating that he’s failed again and he knows the price of failure all too well. He wishes his son farewell. As X-Factor runs, not yet realizing that Maddicks has sacrificed himself for them, Arthur starts a mindlink with his father, displaying what happens for the others to see. Maddicks crouches behind is desk, waiting for the guard to arrive. He shoots and so do they. Maddicks is cut down and dies and Arthur screams silently.
X-Factor HQ, the next day
Cyclops broods on his personal problems again. In addition to the Jean / Madelyne mess, now his best friend is in a coma. He wonders if he should finally tell Jean the truth. At that moment, the door swings open without warning and Jean walks in, stating that it’s about time they had a talk. Is it about Hank, Cyclops asks. Jean replies that the specialist Cameron found is observing Hank around the clock. And little Arthur is finally sleeping. No, she finally wants to know what’s wrong between them. If it’s bad news, she can handle it, but he has to be honest. Scott finally seems willing to talk but, at that moment, Warren alerts them over the comm.-system and asks them to come to the med-lab. Hank is conscious.
A minute later, the members of X-Factor are gathered around Hank’s bed, as the specialist removes the dressing. As the final dressing is removed, they see Hank, who looks as human as he used to, save for his hair, which still stands up wildly as it used to when was the furry Beast. Relieved, his friends joke about his new look and Hank wonders what Vera is going to say about this.