‘It’s a hotdog stand, for pete’s sake!’ exclaims Bobby “Iceman” Drake. ‘So what’s it doing trying to eat a kid?’ Hank McCoy a.k.a. the Beast asks as the two friends try and stop the hotdog stand which has come to life with a demonic urge and is chasing a small boy down a Manhattan street. Nearby, renowned reporter, Trish Tilby, is reporting on the strange events that are plaguing the city. ‘…as previously inanimate objects continue to evince bizarre and anti-social behavior’ she announces, while asking her cameraman if he is getting this. The cameraman, Rick, replies that he is filming, but having the same interference that they have been experiencing all over Manhattan, so he cannot vouch for what is going to show on tape. He remarks that this is too bad, and tells Trish that her erstwhile boyfriend is coming off as quite the hero.
Indeed, as Hank grabs hold of the hotdog stand and leaps into the air. ‘Recant, monster. You’re providing an excellent show, but we’re far beyond your league!’ Hank exclaims, when suddenly, a fire hydrant opens, gushing water upwards at Bobby and Hank. ‘Oh, swell! Now the hydrant wants a piece of the action. More power than brain on that sucker’ Bobby remarks as he proceeds to freeze the hydrant, while Hank destroys the hotdog stand. ‘Icing dudes like you is what Iceman does best!’ Bobby exclaims, while muttering that he cannot believe he is sitting here and talking to a fire hydrant. ‘The heat must be getting to me worse than I thought’ Bobby decides.
Hank approaches Trish and announces that he didn’t know they assigned her to the mid-town beat. Trish explains that all the reporters are out, that this city is a journalist’s bonanza. ‘Not that we have much to show for it, not like you’ she adds. Trish tells Beast that she handled the creature superbly, saved the child. ‘These transformations are so…unsettling’ she adds. Hank frowns? ‘Beast? Not Hank…? And my own transformation…?’ Hank exclaims. Trish replies that it is unsettling. ‘Not just your physical appearance, it’s…’ Trish’s voice trails off.
‘I…see’ Hank declares, before turning around and telling Bobby to come with him. ‘It’s getting hard to breathe around here’ Hank exclaims. Iceman asks Hank if there is anything he can do, as he feels like it is his fault that Hank has mutated like this. Trish looks somewhat teary, when suddenly, there is a massive rumble – and Trish screams as she and her cameraman are swallowed up by a subway train that has burst up through the ground. ‘Trish!’ Hank calls out. ‘What the heck?’ Iceman exclaims, as the subway train then dives back down into the ground. ‘Anthropomorphized subway! Tracks run right below’ Hank points out, while Iceman sees through one of the windows that the train is packed with a rush-hour crowd. ‘Come on!’ Hank exclaims as they leap down after the demonic train.
Meanwhile, at an eerie graveyard, the demon N’astirh sits on top of a tomb, exclaiming that the transformation of Manhattan is near completion, and his long range plan progresses nicely. N’astirh declares that soon his demons will return with the babies he requires, including the special boy, the final piece that will drive his mother, the Goblin Queen, into madness. ‘Little Madelyne, revelling in her dream-awakened powers think she uses me. She will learn…’ N’astirh boasts. The demon admits that Madelyne is more potent than he had anticipated, but that is all to the good, for with that power, fueled by her pent-up rage and frustration, she will blow the lid off Manhattan.
N’astirh tells himself that it will work, as long as the father does not interfere, as even now he tracks the child, through the powers of Jean Grey. N’astirh admits that he did not anticipate this possibility, but decides that it should not remain a problem, for by the time they arrive, he will have primed Manhattan to destroy them. ‘Too bad that, for now, Jean Grey is of such small use to me, so like the other…and yet…in her, the light far outshines the darkness’. The demon realizes that he will not be able to subvert Jean Grey or Scott Summers, however that may not be true of all of X-Factor.
Elsewhere, Warren Worthington II a.k.a. Death a.k.a. Angel, formerly of X-Factor, kneels on the ground, holding the lifeless body of Candy Southern in his arms. ‘So ends your life, my darling Candy. But they have paid. I’ve destroyed those who destroyed you’ he states. ‘Despite their sworn protection of demons’ Warren adds, when suddenly, a ball of energy above him grows, and a voice exclaims ‘Beware, Dark Angel, how you denigrate my power!’ N’astirh appears, and reveals that it was he who promised Cameron Hodge that in facing Angel he would not die. ‘And gave him courage to defy me, to slaughter this women…whose only offense was to love me’ Warren exclaims, before pointing out that N’astirh failed, as he has killed Hodge. ‘Have you?’ N’astirh asks, looking at Hodge’s unmoving body.
‘He said you swore that his organization would prosper…yet I have wrecked it. It lies in shambles at my feet’ Warren exclaims. ‘Destroyed by those wings…those malevolent wings. Dark, Dark Angel…you have one soul…but your wings have another’ N’astirh remarks. ‘Maybe. But both are bent on your destruction!’ Warren replies as he attempts to attack N’astirh with his wings, but N’astirh’s magic protects him. ‘You – the ally who gave him the audacity for such evil!’ Warren shouts. N’astirh points out that evil speaks to evil in its own language, it rends, tears, slashes and destroys. ‘Oh, yes, those wings would kill me if they could…and you would let them. But as you see –’ N’astirh begins, before being interrupted by his demon servant, Crotus, who informs him that the demons are ready to enter Manhattan.
N’astirh warns Crotus that he interrupts at his own peril, but brings excellent news. He adds that it is a pleasure watching a man struggle to reconcile his dual natures, knowing that in the end, the lower one will always triumph. N’astirh begins to fade from view, but Warren tells the demon that he engaged his spell too late, as he knows now where to find him. ‘I have friends in Manhattan, and responsibilities. Before I allow you to harm any more of those I love, I will unleash my evil upon you…and see you utterly destroyed!’ Angel announces.
Elsewhere, Jean “Marvel Girl” Grey and Scott “Cyclops” Summers are inside a jet, soaring towards Manhattan. Jean doesn’t hear the jets muffled roar, nor see the towering skyline over Manhattan, as her normal perceptions are clouded by a re-emerging sixth sense. ‘Get away from me! Get away!’ Jean exclaims urgently. ‘Jean…what’s the matter? Let me help you!’ Scott calls out. After long months of living in a muffled world of merely physical phenomena, Jean sees, hears, feels, tastes and smells not only her surroundings, but the psychic reality experienced by Scott Summers’ infant son – ‘Demons…clawing at me…wants to eat me…no! Master wouldn’t like it…no! Get away!’ Jean calls out as she experiences what baby Nathan Christopher Summers is going through.
‘Christopher – what’s happening to him?’ Scott asks. Jean replies that he is alive, but that she is scared. ‘Their claws…it hurts…I’m scared’. Cyclops tells Jean to pull back inside herself, explaining to her that the baby is frightened, not her. Jean replies that she has to stay with the baby, and pushes Scott away from her. Scott tells Jean that she can stay in telepathic rapport without letting it overwhelm her. ‘You used to know how’ he exclaims, telling Jean to pull herself together, otherwise she will be no use to Christopher. ‘Or…to you?’ Jean asks, before telling Cyclops that this is his fault. ‘You married that woman, why did you have to marry her?’ Jean asks. ‘The baby…Christopher…he’s yours…and hers’ Jean exclaims. Christopher is a helpless baby, perfect, but crying and scared, so she has to save him. ‘What’s he doing inside my head?’ Jean asks as she continues to experience the demons as Christopher does.
At that moment, New York City’s subway system is the biggest, fastest, smelliest, noisiest, most-crowded, down and dirtiest network of trains and tunnels in the world. But that’s what New York is all about. The best and the worst. And right now, its worst is the stuff of nightmares. Several passengers run from the platform as the transformed train races past them, baring its fangs. Beast and Iceman use this moment and the space on the platform to manuever themselves into the train through the windows. ‘Eeek! Monsters!’ one passenger calls out. ‘Monsters? You wound me! We’re local celebrities! Heroes!’ Hank exclaims, with Iceman telling the passengers that they must have seen the two of them on TV. ‘Heroes, huh? Then why are you dudes climbing in here?’ another passenger asks.
‘Why…we’re signing autographs!’ the Beast claims, while Iceman approaches Trish, who tells him that she is happy to see him. ‘Yeah. Right’ Bobby mutters, before asking Trish what happened between her and Hank. ‘This hardly seems the time…’ Trish begins, but Bobby points out that it may be the only time they will have, as things are bad out there, there are monsters in the tunnels worse than this one. ‘All right! About Hank, just…try and understand, okay?’ Trish asks, explaining that the Hank she knew was special and gentle, vulnerable if not too bright, but the Beast is a strong, cocky genius with fur and fangs and a glib rap. ‘I’m glad he’s recovered…even in this state’ Trish assures Bobby, but adds that she doesn’t know him anymore, that Hank doesn’t need her anymore, and he frightens her. Bobby tells Trish not to let Hank’s patter fool her, as inside he is the same great guy that he ever was. ‘And right now, I think he needs you more than ever’ Bobby adds.
The jet containing Cyclops and Jean Grey quickly approaches Manhattan, and the assault of telepathic images comes in waves. First a gentle wash of impressions, then a mounting riptide that knocks and drags Jean from her senses, gasping and struggling for footing where the is no solid ground. And as Jean fights for control, she wonders ‘How can this be…? He’s just a baby. How can this be…?’ Marvel Girl tells Scott that it is better for the moment, and she has to stay on top of it next time. Jean points out that she used to be a full telepath, that she learned how to handle these impressions, and wonders why she cannot do it anymore, before informing Scott that it is started again, and that Christopher is down in the city somewhere. ‘I’m…he’s so scared. No. I’m scared to’ Jean declares. ‘He’s Madelyne’s child. And your child. And yet – No! Oh, no! Scott, I can’t feel him anymore!’ Jean exclaims urgently.
The jet has reached the city, and Jean explains that she lost her trace of Christopher as soon as they reached the city. ‘I thought it would be such a relief to have my mind back…but it’s not! I’ve never felt so alone!’ Jean exclaims, when suddenly, an aeroplane flying nearby suddenly bites down on Scott and Jean’s jet – the aeroplane has been demonically transformed! ‘Jean, what is that thing?’ Scott asks. Jean replies that she doesn’t know, before Scott tells her to fire the after burners and make it let go. Jean does so, and the jet manages to escape the demon-plane’s grip, although the demon-plane flies after them. Scott tells Jean to roll the jet around so they can get a front shot at their attacker.
Jean does so, and blasts one of the wings of the demonically transformed aeroplane. ‘Look back there! It was a jet!’ Marvel Girl exclaims. Cyclops replies that it was not like any jet he ever saw. ‘It was…alive’ he tells Jean, announcing that the attacking plane took out one engine of their jet, but it has another, so it should be able to limp – ‘Ohmigosh! Swerve! Quick!’ Scott shouts, as their jet careens towards the demonically transformed Empire State Building. Cyclops remarks that it looks like the Empire State Building, or possibly some obscene parody. ‘Look at our altitude! No building on Earth could be so tall!’ he remarks as they swerve the horrid building.
Down below, the subway-worm roars from its tunnel below City Hall, heading onto the Manhattan Bridge to cross over the East River into Brooklyn. ‘all right! We’re outside! We’ll have a chance!’ someone exclaims, while the Beast tells everyone onboard to brace themselves. ‘Why?’ someone asks. ‘Whatcha gonna do?’ another enquires. ‘Why, we’re going to stop the train!’ Hank announces, calling out to Iceman, who asks ‘A drum roll, maestro, if you please?’ as Bobby begins to use his power. At first, the wheels show the barest slick of frost…a frost that grows and thickens into a solid mass of ice which locks the wheels…and eventually, the demonic subway-worm comes screeching to a halt, but in the process, comes off the rails, before finally crashing, half of the bridge.
‘We’re off the rails!’ ‘We’re being thrown around worse than before!’ ‘Some heroes!’ ‘What did you think you were doing…?’ ‘You’re worse than the subway worm!’ the civilians trapped inside begin yelling at Bobby and Hank. One of the civilians accuses the mutants of being in cahoots with the train, while another shouts ‘You should be arrested for reckless endangerment…you…you mutant monster!’ This annoys Trish, who spins around and snaps ‘Oh – shut up and let them save your ungrateful lives. It’d serve you right if he let the train have you!’ Her reaction surprises the Beast, but he returns to saving lives as he smashes a panel off the train, ‘Let the worm thrash around all it wants to! Once we’re out…and we will get out…we’ll be safe!’ he exclaims.
Passengers begin climbing through windows and broken panels, as Hank informs them that they have arrived at their destination, overlooking the scenic East River. Hank tells himself that he needs to keep the situation light and distracting, that he must downplay the danger, which is real and present, to avoid panic at any cost. Hank informs the civilians that the train is frozen to the tracks for now, but that it is attempting to remedy the situation, so they need to pick up the pace. As Trish, the last passenger, prepares to leave, Hank smiles and holds a hand out: ‘A big hand for the little lady’ he exclaims. ‘Thanks. But I can manage’ Trish replies as she climbs out on her own. Trish frowns and thinks to herself that it is not the fur, as she could get used to the fur, but the chatter bothers her, as if this is all some massive joke.
‘Can’t he see how scared I am? How scared we all are?’ Trish wonders, while Hank is confused, recalling how Trish practically nuked the guy who called him a “monster”, but she cannot even stand to look at him. Suddenly, ‘It’s pulled loose!’ a civilian shouts as the demonic subway train stirs. ‘Jump!’ another suggests. But the Beast points out that from this height they will be killed. Standing on the front of the subway demon, Hank calls out to Iceman ‘The Circle Line tour boat’. Bobby replies that he sees it, and creates a massive ice-slide from the bridge down to the boat. ‘Line forms to the rear, folks. Salvation is just an ice slide away!’ Bobby jokes as the civilians begin to slide down the ice slide and land on the boar below.
But as the subway demon worm moves upwards, the civilians begin to panic. ‘It’s gonna eat us!’ someone shouts. ‘Not if I can help it!’ the Beast exclaims, urging the civilians to get going. ‘It’s coming right for him! Is he crazy?’ Trish thinks to herself as she watches the Beast leap in front of the demon train. ‘Hank! Darn it – move!’ Trish calls out. The Beast uses his incredible strength to tear a section of the railing, and uses it to spear the demon train, while telling Trish that is one positive result from this urban disaster – that although it might cost them their lives, it made her call him Hank. ‘Stop it! Stop it!’ Trish exclaims. ‘What does it matter what I call you?’ she asks. Hank ignores Trish’s question, instead telling her to get off the bridge and to take everyone else with her.
Trish goes wide-eyed when she sees that the railing is bending under the train’s weight. ‘Hank’s strong, but he’s not invulnerable. He’ll try to wrestle that thing single handed…and he’ll be crushed’ Trish thinks to herself. As the train moves along, Trish sees that cables are snapping, and the train begins to get its energy from a third rail. ‘Wonder what it’d take to short it out?’ Beast tells Trish to get out of here, and as Trish climbs along a large steel beam, she wonders why it took her so long to realize that this is the same old Hank, but with a better vocabulary, only the same old macho attitudes. ‘Let me out there first. Gonna take on the world. No, no. Let me save you. Let me die’ Trish thinks to herself, before calling out to Hank, telling him that is the kind of thinking that got him covered with fur. ‘What are you doing?’ Hank calls out as he sees Trish climb down a beam. ‘Cutting to the head of the line for the pearly gates?’ he asks.
‘Never entered my head. Not with you around’ Trish replies, while Hank tells her to get going, as this is dangerous. Hank calls out to Iceman, but Trish informs Hank that Bobby is busy getting people off the bridge. ‘It’s just you and me. Keep that thing busy for a few seconds more, okay?’ Trish asks, as she reaches for a cable. ‘Trish. No. It’s too dangerous’ Hank replies. Trish tells Hank that is a funny comment coming from the likes of him, and adds that the jokes may play well in Milwaukee, but they do not fool her, not any more. Trish tells Hank that his jokes serve to distract the audience while he looks for a new way to die. ‘Not this time! Not if I have anything to do with it!’ Trish exclaims as she hurls the cable she caught towards the third rail. ‘If you’re gonna save me, Hank…you better do it now!’ Trish exclaims. An instant later, Hank lunges towards Trish, while the cable on the railing creates a shock, which stuns the subway demon train.
Up above the city, Jean informs Scott that she cannot pick up anything from Christopher, and exclaims that it is maddening, before announcing that there is something else, not the baby, but some form of energy. Suddenly, every instrument on the ship shorts out, and Scott and Jean notice a star form in the sky above them. ‘What the -?’ Scott asks, before they jet is struck by energy from the star. ‘We’ve been hit!’ Scott announces. ‘We’re going down!’ Jean exclaims. They open the canopy, and leap out of the jet, while a demonic helicopter flies behind them, then swallows their jet. Jean telekinetically keeps herself and Scott up in the air as the jet, and the demon-copter explodes, with Scott explaining that he set the auto-destruct to explode over the Atlantic. They look up to the sky once again, and see a circle of light, north over then, at Times Square. Soon, they notice something coming from the circle, straight towards them. ‘What are they’ Jean asks, as countless horrid demons pour from the circle, aiming straight for Cyclops and Jean Grey.
Blocks away, on the East River, Iceman catches Hank and Trish after Hank leap from the bridge. Safe on the boat with all the rescued civilians, Bobby tells Hank that he has not had much chance to tread the papers in the last few days, but wonders if anyone scheduled a major fireworks display for this evening. Looking up over the city, they see the massive portal. ‘Oh my stars and garters! That’s no ordinary fireworks!’ Hank exclaims, before they see a powerful optic blast rise up over the city. They realize it is Scott and suppose Jean is with him. ‘What’re we waiting for?’ Bobby asks. Hank turns to Trish, who is lying down, and she tells him to go and do his thing. ‘Trish, i…’ Hank begins, but Trish tells him that she does not want one crack or flip remark from him. ‘Just go. Only…try not to get yourself killed this time, okay?’ she tells him, before telling him that he is not the Hank she knew, but he is a guy who she would like to get to know a whole lot better, and kisses him on his lips, surprising Hank.
Meanwhile, ‘Trash cans are hurling themselves at us!’ Jean exclaims. ‘That’s not all!’ Scott replies as a demon looms over him, although Cyclops frees himself with an optic blast. They look up and see more demons. ‘A horde of them!’ Scott shouts. ‘Against the two of us -? We’ll never –’ Jean begins, when suddenly, the demon horde is covered in ice, as Iceman and the Beast arrive on an ice-sled. ‘Marvelous Marvel Girl!’ the Beast exclaims as he throws Jean into the air above him. ‘Where were you? Jean asks. ‘Salvaging Hank’s love life!’ Bobby explains. ‘What?’ Hank exclaims, to which Bobby points out that he took the blame for Hank and Trish’s break-up, so he might as well take credit for Hank’s success as well.
Hank tells Bobby to save his breath for fighting, as it looks like he will need it, as countless demons descend upon X-Factor. ‘There must be hundreds of them!’ Jean exclaims as she uses her telekinesis to knock some of them back. ‘Against the four of us!’ Cyclops exclaims. ‘What are they? Where do they come from?’ Iceman asks. The Beast replies that he hopes they survive to learn the answer, but points out that prospect grows more doubtful with every new arrival. Suddenly, there is a screeching sound – as Angel soars down and slices several demons apart with his razor-sharp wings. ‘Warren!’ Iceman exclaims. ‘Angel!’ Jean declares. ‘Death!’ Cyclops calls out, before telling X-Factor that here is the help they have been waiting for. The five mutants begin battling the demons. ‘Let’s do it. Cut them. Freeze them. Blow them apart. Whatever it takes…to get the job done!’ Cyclops orders.
Eventually, the demons are defeated. ‘Why are you here? How did you know?’ Cyclops calls out to Angel, who receives a big hug from Jean, and explains that Cameron Hodge killed Candy Southern, and that he killed Hodge. ‘The demons were Hodge’s allies’ Warren announces, before telling Jean that she should not come so close, as he is not what he was. ‘I’m tainted…dangerous. I’ve lost myself’ he tells her. ‘But we’ve found you. You’ve come home’ Jean replies, before informing Warren that they followed demons here as well, and that they have Scott’s son, they want to kill him.
Someone motions to the sky, which begins to glow again, but Jean announces that the static has gone, and informs Scott that she has found Christopher, that the demons are landed and scanning the city. ‘Can’t find what…no who…who they’re looking for. They say if they can’t sacrifice him, they will eat him – now!’ Jean declares. ‘Come on!’ Cyclops orders. ‘He’s scared, Scott’ Jean remarks. X-Factor leap into action, racing forwards, as Scott asks Jean to talk to his son. ‘You have all of us to support you now. Let him know we’ll support him. Tell him his daddy knows where he is now. That he loves him, that he’s coming to save him’ Cyclops tells Jean. ‘I’ll say we’ll all save him…all of us together!’ Jean replies….