Just above the Earth, in orbit around the planet, a space shuttle releases a new Stark communications satellite and prepares to activate it. However, no sooner is the satellite activated when it collides with a secretly cloaked object, causing a chain reaction. In a flash of light Cable’s secret orbital base reveals itself, a huge structure, miles in length, which dwarves the Earth shuttle in comparison.
Back on Earth, Gyrich is on the case, and he has brought Dr. Valerie Cooper into the matter as well, showing her pictures of the vast structure above their heads. Val is unsure if X-Factor is suited for the job, and asks why she has been called in. At which point, Gyrich tells her that they suspect that they have found the location of the outlaw Cable’s secret technology. Gyrich wants to get another stab at arresting Cable, and placing the technology firmly within the US government’s hands. Val, instead, refers the project to SHIELD.
Word quickly spreads, and G.W. Bridge isn’t happy. He wants in on the project, but Fury informs Bridge that he has just quit. Bridge manages to talk Fury into reinstating him because of his long association with Cable. At that point SHIELD hits another snag, Stark Enterprises which discovered the orbital base with their satellite, want access to the technology as well. However, Jim Rhodes is willing to allow SHIELD to get onto the craft, but only if they allow an agent of Stark Enterprises to accompany them.
Camp Verde, Arizona:
Elsewhere, the members of X-Force begin to make themselves at home in their new base, after their recent troubles with the X-Men. With part of the team away for supplies, Cannonball and the rest attempt to install a new communications array, that Lila has acquired thanks to her pan-galactic teleportation power. While a complaining Sunspot holds the giant array above them, Cannonball, Rictor, and Lila attempt to get the new equipment activated, but it seems to be giving them problems.
Off to the side, Feral watches rather bemused both the mutants working on the array and Shatterstar, who is in the middle of his workout. Feral asks Sunspot if he would rather listen to Boomer’s complaining that she doesn’t have a TV to watch, at which point Sunspot agrees and tells the others to take their time. This provides little solace to Cannonball who still can’t figure out how to start up the array, commenting that they are dealing with sophisticated alien technology. Shatterstar, however, is familiar with advanced technology, so he strides up to Cannonball, takes the laser torch from his hand and easily makes the right connections, then while walking away he throws the torch back to Cannonball and states that they’ll be ready to download in fifteen seconds. Cannonball asks why Shatterstar never told them that he understood the machinery, but Shatterstar calmly points out that they never asked.
Lila turns on the array, surprised that Shatterstar actually got it to work, but all that quickly fades away as she sees what the array is picking up. The first thing they find is a news story of the discovered orbital space station. The X-Forcers recognizes it for what it is, Cable’s secret base, and they want it for themselves. Cannonball orders the team out, and after suiting up, Lila Cheney teleports them up to Graymalkin.
Once there, the team cautiously make their way through the base, but they soon discover that the station has an artificial intelligence running it, and furthermore it’s one that Cannonball recognizes … Ship, which they thought had long since been destroyed.
Meanwhile, the long convalescing Vanessa Carlysle (Copycat) continues her seclusion in the apartment of her best friend, Tina. Tina, however, is getting tired of Vanessa’s self-imposed exile in her bedroom and demands that she come out. Vanessa is concerned, stating that she doesn’t want Tina to see her in her current condition. Tina argues that she has seen Vanessa in just about every possibly way, at which point Vanessa finally emerges … looking exactly like Tina.
Meanwhile, somewhere in the outback, Domino arrives in a small town out in the middle of nowhere. She enters a bar and steps up to a booth in the far corner, which is occupied by Grizzly, a former member of Domino’s old team, the Six Pack. Domino’s states that she needs Grizzly’s help to track down X-Force, but Grizzly wants nothing more to do with Cable or X-Force. Domino is insistent, sternly telling him that staying away isn’t always a choice, and then downs one of Grizzly’s shot glasses. Grizzly asks where they go from there.
The Swiss Alps:
Elsewhere again, the mutant External Nicodemus is deathly sick, and not even the doctors he has gathered can figure out why he’s degenerating so quickly. However, before they can get any answers, Nicodemus suddenly coughs convulsively and then suddenly explodes, destroying a portion of Gideon’s Chalet in the process. When Gideon rushes in to investigate he finds Nicodemus, an immortal mutant, has … died.
Back in space, just outside of Graymalkin, a SHIELD shuttle containing Nick Fury, G.W. Bridge and two other agents, Network Nina and Alexander Pierce, prepare to make their way inside the huge space station. Donning space suits, the foursome space-walk their way to one of the stations access hatches, and using Network Nina’s hacking skills, they manage to break their way in.
Elsewhere in the ship, Cannonball and Sunspot continue to grill the A.I., which they find out is named Professor, and find that it doesn’t recognize the name Ship, and that the Professor’s first core memory was its activation on the date of November 17, 3761 A.D.
To the side, Lila Cheney and rest of the members of X-Force are more concerned about what else the station contained, and find a holographic display of the entire base, which includes a wide variety of weapons as well as air and surface vehicles. However, just as the team receives more questions than answers, the Professor detects the SHIELD agents’ presence and proceeds to alert X-Force. It shows them a holographic image of the agents, and Cannonball recognizes the leader as Fury, but he is bound and determined to not let others get a hold of Cable’s technology.
Elsewhere in the ship, Fury, Bridge and the others cautiously make their way through the station, noting that the walls and equipment are exactly like Cable’s known technology, they can’t be broken down or duplicated. Nina notes that whatever force decloaked the station is also interfering with her telepathy, so she can’t detect the presence of anyone on board. Nick warns them to keep on their toes, and to expect an ambush … which promptly comes as X-Force blasts them from above.
Cannonball leads the charge against Fury’s team which only proceeds to upset Bridge further, taking X-Force’s presence as a sign that Cable is still alive. Despite veiled attempts to explain that that isn’t the case from the members of X-Force, Bridge won’t listen, even as his team is summarily taken down one by one. Rictor manages to stop him by vibe-blasting him, leaving only Fury who Cannonball rockets into at full thrust, also knocking him out of the fight.
Just when it appears that X-Force has won the battle, they are all given a rude surprise. Fury’s team wasn’t alone, the agent that Stark Industries sent to represent their interests is none other than War Machine, and he’s armed for battle.