X-Factor stand outside on Apocalypse’s ship finishing up a round of questions from a group of reporters. They had just finished saving the city of Manhattan. The police arrive and place the team under arrest. They question them as to why since they were the ones who fought and beat Apocalypse. The officer tells them that he only has their word on that. Beast gets a bit angry and yells down at the cop. Bobby grabs ahold of him and tries to calm him down. Angel tells them that there’s nothing they can do to force them to go with them. He lays down a volley of blades that land at their feet. He then takes off in the air. The Lt. tells his men to go after the rest of them, however an explosion occurs nearby and X-Factor leave to investigate.
Meanwhile at Apocalypse’s new location, the evil one himself watches his monitor screens where a trio of news people are trying to sneak into his former ship. They reach the entrance and are zapped upon trying to enter. Apocalypse laughs as he views this. He informs War and Caliban that only mutants can enter the ship. He believes this will drive a further gap between mutant and human relations. He then directs their attention towards another screen where Famine is wreaking havoc in America’s Breadbasket. He teleports her back to his current base and she informs him of the destruction she caused. She only has one question, “Where are we?”
Back in Manhattan, X-Factor reaches the explosion site and guesses it was caused by a gas leak. Below them, the police arrive. Bobby reminds Hank not to use his strength no matter what. Hank blames himself for the city’s carnage since he was the one who sent the ship spinning. Bobby tells him that Apocalypse took advantage of his dumbness and tricked him into destroying the ship’s gyroscope.
Below them another explosion occurs, sending a crew of firefighters flying in the air. Angel swoops in and catches one of the guys in midair. Beast runs over towards the rubble and helps rescue some of the trapped rescuers. Scott tells Jean to throw up a shield around the fire in case of another explosion. She does so, and another explosion does occur. Jean is knocked backwards and Iceman ices the fire up. Scott rushes over and catches Jean before she hits the ground. A nearby police officer mentions a collapsed building nearby. X-Factor leaves to help out.
They arrive and Cyclops blasts away the debris. Hank notices all the reporters and asks Bobby where he thinks Trish is. Iceman reminds him that Trish was shot by the Smiley-Face villains and tells Beast that she’s better off forgotten. Beast defends her, though, telling Iceman that she’s both pretty and smart. She realized what X-Factor was really up to when everyone else was duped. Hank also saved her life, and he’s happy about that.
Beast and Iceman climb an ice ladder up to the second floor of the building. Inside, they find an elderly man pinned under some beams. Beast frees him and the trio head back out the window and to the ground below.
Nearby, Jean carries a red-headed woman telekinetically and drops her off with Scott. For a second there Scott thinks the woman is Maddie and yells out her name. The woman is confused, but Scott explains. Then he admits to Jean that he still holds out hope that Maddie is alive. They found a body, but it was badly decomposed and he thinks that it may not have been her after all.
A couple of police officers approach X-Factor and inform them that everyone’s been rescued. However, the ambulances could take a while and Sgt. Miller suggests they ask the mutants for help. His Lt. is aghast as they are supposed to arrest them. Jean recognizes the problem and tells Lt. Craig that they can take the patients to the hospital if he would only tell them where to go. He mentions Roosevelt Hospital and Jean thanks him. She takes about fifteen people with her and heads to the hospital. Scott in tow, Jean asks him if he loved Maddie. Scott tells her that he thought he did, but realized after he married her that he was living a lie, which affected him in many ways. She had loved him truly, though, and so he had stayed with her and had a baby, after all he believed true happiness was impossible for him with Jean dead. He explains how much Madelyne despised him being an X-Man and being in danger all the time so he quit and they moved to Alaska. After a while Jean was found alive and he had to leave to find out for himself. When he did, Maddie told him to never come back. Shortly afterwards she disappeared.
They arrive at the hospital and Scott explains how he went to find Maddie and instead found all evidence of her existence destroyed. And the police eventually found the body, but not his baby. All of the wounded get placed on gurneys and Scott sees to it that the red-headed woman gets her baby. One of the doctors bumps into Beast and yells at him to get out of the way. He then blames the Smiley-Face attacks on the mutants. Beast tells him that those attacks weren’t from mutants, but the doctor doesn’t listen. Instead, he talks about the Horsemen attacks and how the ship destroyed parts of the city. He says that whoever was behind that should be “strung up”.
Upstairs, Trish Tilby gets out of her hospital bed after hearing about the lack of beds for the incoming patients. She leaves her room with her cane. She’s upset that she’s missing this great news story. She bumps into Hank and thanks him for saving her. She calls him a hero, and upon closer notice sees that he’s crying his eyes out. He wraps his arms around her and continues to cry. She asks him what’s wrong and he tells her how he messed up the ship that came down on the city.
Iceman turns the corner and sees Trish and Hank talking. She asks Iceman about Beast’s current condition. Bobby explains to her what Pestilence’s touch did to him. She wants to know if Hank really set the ship spinning. Iceman tells her that he did, but that Apocalypse tricked him into doing it. He asks Tilby why she’s bothering Hank. She tells him that she just wants the truth. He tells Trish that if she really wants the story, he’ll give it to her after they’re done. He turns his attention to Beast and tells him of some nearby trouble they need to take care of. However, he wants Henry to stay with Trish. Beast won’t listen to him, though. He’s going to do whatever he can to set things right.
That morning, Jean and Scott drop off more patients. Upon arrival, Jean collapses from the stress. One of the doctors comes over and tells her and Scott to go home and get some rest. The city has things under control. As they are about to leave, Lt. Craig calls out to Cyclops. Scott asks him if he still wants to arrest them. Miller smiles and tells him no. In fact, X-Factor have been dubbed heroes. The Lt. tells Scott that he believes them to be heroes too. He puts his hand out and Scott shakes it. Then Lt. Craig offers to put them into protective custody to keep them away from the press. Jean declines the invite and prepares to take off with her teammates. The Lt. offers them a ride in the squad cars seeing as how she’s so exhausted. They accept.
In a nearby bar the reports of X-Factor’s deeds are blaring on the TV. The X-Factor crew are heroes and most everyone in the bar is excited. Another broadcast is played from Dallas. It’s of Madelyne Pryor and she makes a plea to Scott to find their son. Unfortunately, he’s not there to see it.
Out in the squad cars a little girl runs over and hands Jean some roses. X-Factor had saved her grandmother earlier. Jean comments on how overwhelmed she is by all these people accepting them. Lt. Craig informs them that there’s even more to come. There’ll be a ticker-tape parade later in the afternoon. Jean gives the Lt. a kiss on the cheek and tells him he’s great.
X-Factor is dropped off at their ship where a bunch of reporters are being zapped by the entrance. Beast and Iceman head off in search of some beds. Scott and Jean stay behind and look out over the city. Scott mentions how ironic it is that he’s alive today and that Madelyne, who was always worried about his safety, is now dead. He tells Jean that he’s going to find the killer(s) now that he’ll have time for himself. Jean holds him and tells him that they’ll help him too. He moves away from her. Jean yells at him, telling him that though Madelyne and the Phoenix are dead, she’s still alive. She tells him that she won’t let anything come between them. She kisses him deeply and reminds him that with their line of work they could all be dead tomorrow. He kisses her back.
Later that day, Bobby searches for Jean and Scott. He finally finds them all dressed in Horsemen gear. Behind Bobby, Hank carries a box shipped that was shipped to them that day. It turns out that one of the guys they saved was big-time designer and he had his people make new costumes for them. Everyone’s pleased with the new duds.
As viewed from Apocalypse’s new base, the police show up at the ship to take X-Factor to the parade. It turns out that Lt. Craig and Sgt. Miller were made their honor guards. Apocalypse scoffs at the idea of humans being mutants’ honor guards. He can’t believe that X-Factor has gained the humans’ trust. He tells his Horsemen that X-Factor is indeed strong, but proud as well. And it will be their pride that will prove to be their undoing.
Angel watches from atop a roof as his teammates are cheered and lauded in the parade. Cyclops and Marvel Girl stand in the first car, Beast and Iceman in the second.