Somewhere deep within the bowels of this abandoned Brand Corporation factory in New Jersey, a confrontation is taking place, as Onslaught has McCoy, the Dark Beast, the evil alternate being from the Age of Apocalypse, who has taken the real Beast’s place at his mercy. Onslaught is intrigued by the doppelganger and he isn’t easily intrigued. He begins to probe McCoy’s mind but suddenly notices the presence of someone else. A moment later, Fatale lunges at him, two weapons pointed at him. Onslaught is not impressed and simply psychically swats her aside. If that is all McCoy has to offer for his life, Onslaught will have to be satisfied with tearing from his mind all that may be of use to him.
There are others. One placed in X-Factor, McCoy rasps. An explosive release of energy cuts short the conversation. Onslaught erects a psionic shield and asks McCoy to continue: who is the other? Prelate Summers, formerly known as Havok, McCoy replies, the being who just attacked Onslaught. Onslaught decides that McCoy and his servants may be of use after all and inquires after the one agent inside X-Factor. They have something Onslaught claims, so McCoy’s first task is to affirm his claimed fealty.
When X-Factor first moved into their Falls Edge base of operations, Forge and Val Cooper acquired a deactivated Sentinel to use as a training device for the team. A team effort made short work and many pieces of this government-owned mutant hunter. Since then, Forge has been attempting to get the mechanical giant back in working order before its return to their government sponsors. Thirty seconds ago, when all the security sirens at the compound began blaring… X-Factor learned that Forge had been successful.
Polaris attacks the robot with her magnetic powers, whereas Forge, Mystique and X-Factor’s houseguest, Random, are firing guns at it. Nice wake-up call they’ve got for their weekend “guests,” the bounty hunter mocks. All part of the friendly service at Club Fed, Mystique quips back. If he wouldn’t mind targeting the head, maybe he can earn his board and room, Forge wryly adds. Wild Child, who isn’t of much use in the situation, inquires how this thing got powered up. Unfortunately Forge has no idea. He was heading to the ready room to answer an incoming emergency transmission when the alarms started sounding. He never made it, so he doesn’t know who the message was from. Mystique suggests he get on his way then and maybe this time he won’t have to play the mechanical genius and put the Sentinel together again. Forge points out that he built a failsafe device, which should have prevented the Sentinel from attacking any of them without any special override orders from Forge.
He states that he and Mystique are rather useless in this battle. Their best bet is to pick up some firepower by calling in reinforcements. The X-Men? Random asks. No, they have a heavy-hitter downstairs. He’ll be heading for the ready room while Mystique is to - Not him? She asks quietly. Forge stresses that they need him. Mystique leaves, sarcastically adding he needn’t expect her to bring him alive.
A subbasement below where Sabretooth is being held. Even before the door to his cell slides open, Victor Creed can smell the mixture of fear and hate emanating from his visitor. And it makes him smile.
Mystique points her gun at him. It would be so easy… Sure it would, he agrees. But she ain’t going to do it. No more than he’s going to rip that pretty little head off her shoulders. Because both of them know that being in X-Factor is the best place for them. They can hide in plain sight and bide their time until they know which way the wind is blowing. She’s got her agenda just like he does. So she should put away the gun. Idle threats never were her style. He adds that he knows her. Transforming her hand into a claw, Mystique states that, if that were true, he’d know she’d never use a gun when she could do it up and personal…
Nice to see her getting back to taking advantage of her shapeshifting powers like in the good old days… when they shared more than good times. She doesn’t remember any good times, she spits. Whatever she says. So do they end it here and let her boyfriend and the others fend for themselves, he asks, adding that he’s seen the way she looks at Forge and he knows what that look means. It means he’s out of the loop, Mystique tells him curtly and orders him to come. Sabretooth keeps on goading her when, suddenly, a light appears before them. It is a teleportation portal, courtesy of Fatale, who’s been ordered by the Dark Beast to bring them.
Minutes later outside, Wild Child points out that they are not doing so good. Any word on the back-up? Forge has no idea what’s keeping Mystique and Sabretooth. Suddenly, Fatale appears again, revealing that their “back-up players” are gone. She has come to pick up the robot. With that, the Sentinel disappears in her portal. She adds that the bounty hunter looks like her type and asks if he wants to jump in. No, he’s exactly where he belongs, Random insists. Giving him a sharp look, Fatale states that this is interesting.
With that, she’s gone and Forge finds that she took out the security and communication system. They can’t contact the X-Men. How could this happen, Polaris wonders. Forge doesn’t know but suggests they go after the Sentinel. He can still trace the energy signature from the failsafe device he planted into it. What about Mystique and Sabretooth, Lorna asks, They’ll worry about them later, Forge decides. A loose Sentinel is even more dangerous than the two of them. They have to find it before Fatale disconnects the failsafe.
Random tries to hold Lorna back, asking her not to go on this mission. She doesn’t know what they are going up against. Lorna scoffs at this and asks how Fatale knew him. He once met her as a mercenary, he replies and adds that she is dangerous. Lorna tells him they are leaving with him or without him. X-Factor leaves, believing the emergency transmission lost forever. In the ready room, the face of Jean Grey appears, as she desperately asks for help.
Half an hour later, they arrive at the Brand Corporation factory, where the signal ends. Impatiently, Lorna suggests putting a magnetic pulse through the door. Forge asks her to wait. He is picking up a wide array of energy readings from the inside and would like to sort them out before kicking down any doors. He’s going to scout around the back and see if he can get a better reading on the signals.
Random asks why Lorna has become so reckless but she tells him to lay off. She doesn’t need an overprotective brother right now. He isn’t part of X-Factor and needn’t be here. While they are arguing, Wild Child and Shard notice something odd about the door. It is heating up. Suddenly, a familiar energy signature appears and, one moment later, a disbelieving team sees their erstwhile leader, Havok, joined by Fatale, who gloats that Polaris’ boyfriend is hers now. They never had anything to offer him. They couldn’t even get his powers under control. That’s all different now. Now he’s got the control, a new attitude and an overwhelming desire to fry their sorry butts. They should have left all well enough alone. All they wanted from X-Factor was the Sentinel’s head. Now they’re going to have to kill them.
Lorna appeals to Alex. All she’s heard are Fatale’s words. This isn’t him. She walks towards him asking what it is… mindcontrol? Brainwashing? She asks for a sign. They’ll help him beat this thing. Random tries to hold her back telling her that Alex didn’t leave her. They took him, but nothing she says will break through the brainwashing. The Alex she knew is gone. How does he know all this, she demands suspiciously. He can tell by looking at him, he claims, lamely.
Polaris is unconvinced, but then Alex uses his powers on her and she barely manages to throw up a magnetic shield to protect herself and the others. Annoyed, Fatale tells her to stop whining. She’s been authorized to cut a deal with them. If they turn themselves over to Fatale, they’ll live. The boss is always looking for a few more subjects for his genetic playroom. The bright side is Lorna gets to live and be with her boyfriend.
Almost faltering under the onslaught of Alex’s power, Lorna still appeals to him not to do his. Fatale turns to Random and tells him to get to work and no more of that “I am exactly where I belong” garbage. He had no problem bringing Summers to the boss, so he needn’t be getting all loyal now. Lorna can’t believe she’s hearing this. Random apologizes and tells her he won’t let them hurt her but she has to drop the shield or he’ll kill Wild Child.
At that moment, Forge, on the trail of the Sentinel energy readings, has discovered an airshaft leading into the interior of the faculty. The energy readings are jumping off the scale and, beneath him, he finds a mass of Sentinels, all being programmed to launch. But the operation configurations aren’t in any known government code. They’re being prepared for launch at… He is broken out of his train of thought, as a massive hand grabs his shoulder, announcing that he will not live long enough to learn the truth about Onslaught.
Outside, Polaris has been forced to drop the shield, but she still appeals to Alex. She turns to Random, telling him that she trusted him. Was he laughing hat her the entire time? Is he proud of himself? Sickened, Fatale orders Random to kill them already. Random refuses. Killing was not part of the bargain. It is now, Fatal replies curtly. And his word doesn’t count for squat around here. She turns to ‘Prelate Summers,’ telling him to do it.
But before Havok can again turn on his former friends, Post and Forge burst though the building’s wall. Forge warns the others that the place is full of Sentinels, which have been reconfigured to attack humans, and this madman is going to launch them on New York City. They’ve got to stop the launch. Post replies he can no sooner stop the launch that he can stop him with those energy blasters of his. The Sentinels will be launched, these and others which have been reconfigured at hidden bases around the country. The Onslaught begins.
Lorna apologizes to Alex. She cannot let this happen, even if it means fighting him. A magnetic pulse flares from Polaris’ body and pulls all metal from the surrounding earth. Chunks of ore and long buried debris fly towards X-Factor’s enemies. In a sudden release of their powers, Polaris and Havok strike at each other. She stares into the eyes she has known so well, eyes once filled with love and desire for her. Now, they're filled only with hatred. In that split-second, she falters and falls, knowing full well that she is about to die by a hand which once showed her only tenderness.
Random aims at Havok, announcing he won’t let him kill her. Then, Havok states, he shall kill him and he fires at Random. Taking a direct hit, Random finds he cannot hold his body’s molecular structure together and unravels into his true form – that of a teenager. He apologizes to Lorna. McCoy promised this would never happen again, he mutters. Exhausted, he sinks to the ground, exclaiming Havok’s going to kill them all now. Surprised, Lorna asks who and what he is.
While Shard and Wild Child take care of Post and Fatale, Lorna once more turns to Havok, begging him to stop. She knows him. And if there is even a spark of Alex Summers left in him, he will fight this thing. She can’t lose him that way. She doesn’t want to live in a world in which there is no hope that she can never have him back. She sees he’s hesitating. She reaches out, asking his forgiveness and hits him with a magnetic pulse. She imprisons him in a magnetic field, telling him to keep fighting the brainwashing. They are stronger than the others. Maybe not, Alex replies before slumping down.
Post is bored and wishes to join Onslaught in his final glory. X-Factor fought valiantly but ultimately they have failed. And, before the heroes can act, the Sentinels are launched.
Moments ago, Sabretooth and Mystique were running through a corridor in X-Factor’s Falls Edge compound. Now they are in free fall. As blackness envelops the two killers, they do what they do best. Adapt and survive. For Mystique, survival comes by using her ability to shapeshift any part of her body as the need arises. Her eyes takes on a cat-like appearance, her hand morphs into a claw-like appendage and she saves herself by holding onto the wall without any thought to her companion.
Sabretooth takes care of himself by holding onto her leg. Mystique orders him to let go. She can’t support both their weight. They’ll both fall. Then that’s what it’s going to be, he replies, for he isn’t taking that dive alone. She reaches for her gun and points it at him, threatening to kill him if he doesn’t let got. He urges her to do it, adding that he’ll take her with him.
Suddenly, a rope is thrown toward them from above. They climb upwards to find their rescuer in the shadows. Both voice and scent are familiar to Creed, yet different. Pointing her gun at the being, Mystique orders him to step into the light and they see the Beast, who wishes to make them an offer they cannot refuse.
He asks them to follow him and leads them to a huge chamber with several view screen, which among other things show Havok, Onslaught and the real imprisoned Beast. He explains that he is not the real McCoy but a far superior version of him. As of late, he has taken up with Onslaught and he is here to recruit them on his behalf. Before they answer, he intends to give proof of his good intent.
He addresses Fatale, seeing that she and the other Dark Descendants have fallen before X-Factor. How disappointing. But the objective has been accomplished. Now if she would be so kind as to teleport the Native American leader of that little band, then perhaps he will forgive her and the others for their gross incompetence. Moments later, a confused Forge is teleported to their side.
McCoy tells Creed and Mystique that Forge is responsible for much discomfort in their lives. Something should be done about him, no? But first he has another gift for them. He presses a button and Sabretooth and Mystique find that the inhibitor collar and neural implant they have are no defunct. Which brings them back to his first offer. He tosses Forge in front of them and tells them to kill him with his blessings. Then, they can move on to the business at hand, of joining Onslaught on his forward march to glory.
Sabretooth doesn’t trust McCoy. He talks too pretty. Only one way to find out, Mystique announces, drawing her weapon. Both close in on Forge, thinking of the disadvantages his death would bring. No more being sanctioned operatives. No more using the government for their own purposes. Oh, well … let’s do it! Creed announces. Well said, Mystique agrees and, without missing a beat, fires at McCoy, followed by Sabretooth who lunges at him. He always wanted to do this to the real McCoy, he announces. He’ll garrotte him with his intestines, McCoy threatens. Hey, they do speak the same language, Creed quips.
Mystique helps Forge to his feet and he asks why she didn’t kill him. Roughly, she tells him not to get all teary-eyed. His death doesn’t suit her purposes yet. He thinks there’s more to that, but leaves that aside to bring her up to speed.
McCoy hits Creed one final time and runs, cursing them to hell. Suddenly, Mystique grabs his arm; a Mystique who has altered her form in an unusual manner, suddenly sporting spikes and a kind of armor. Ever the bio-geneticist, McCoy finds himself suitably impressed. Nevertheless, McCoy manages to take her out, leaving only he and Forge, who still believes him to be the real Beast. He grabs Forge as well, only to suddenly find Creed holding his claws to his throat. Let them go or your jugular is shredded, he states. How does he know Creed won’t kill him anyway, McCoy inquires. Oh, he will, Creed replies, but he thought he might stand a fighting chance with both hands free.
McCoy lets his prisoners go and Creed instantly decks him. No ten-dollar-word? he mocks. Well, he’ll be saying good-bye then in his own cretinous way. Forge tells him not to do it. He can forget about that, Creed snarls. In case he forgot, the restraining collar is off. Forge argues that they need information from him. Indeed, McCoy agrees. He could be a veritable fountain of information. Regarding Onslaught and how to find he real McCoy, but he’s afraid they’re too late. Another portal of Fatale appears, taking McCoy with it. By the time they’ll find their way out of these catacombs, he announces, Hank McCoy will long be dead!