In Los Angeles, Richard Salmons, a Hellfire Club guard is hit in the back by an energy spear. He collapses to the ground and tells his companion Tommy, a morlock girl, to pass his gun to him. She is scared and runs away instead, against Richard’s better judgement. Before Richard can reach his gun, his hand is trod on. A gun is pointed to his head by one of a group of unknown assailants. Tommy is still running and hears a gunshot, she thinks its Richard as she tries to get into a nearby train cab. The door is locked so she uses her mutant power to slip through the crack of the door. As she sits on the floor of the cab, she cries and apologizes to Richard. Outside the cab the unknown assailants have caught up with her and decide to wait before taking Tommy out. They refer to themselves as the Marauders.
In San Francisco, Dazzler is with Lila Cheney’s band packing music equipment up. They decide to go and party but Alison prefers to go back to her trailer and rest. She washes her face and is upset over having to disguise herself. She has had to hide herself because the world knows that Alison Blaire is a mutant and the people don’t like it. She wishes she didn’t owe Lila Cheney so much and that she would be able to make it on her own. Suddenly there is another face in the mirror. It talks back to Alison and calls herself Malice. She then says that she is Alison. Malice lunges out of the mirror and fights with Alison. Alison shouts get away and causes a flash of light. A few minutes later Alison wakes up on the floor, feeling groggy and wonders where Malice has gone. She thinks she might have imagined it, as she is exhausted. As she leaves the room Alison notices the choker round her neck and how nice it looks.
In Manhattan, Rogue flies through the sky looking for signs of Rachel. She realizes that Phoenix is not in new York and blames herself for her leaving as she turned away when she needed her teammates the most. Rogue notices a window-cleaning scaffold fall and rushes to help. She grabs the scaffold and throws it into the East River before catching the workmen. She safely puts them on the ground and the workmen thank her. She flies off and realizes how dreadful she looks. Rogue decides to keep searching for Phoenix till the shops are open. Later on, Rogue visits Bloomindales and tries on some new clothes. She then asks an assistant to do her makeup. A crowd gathers around her and one of them confronts her for being a mutant. He tells her that he is going to call X-Factor on her but rogue doesn’t know what he is talking about. One of the window cleaners from earlier steps in and tells the man that she saved his life and that if he has a problem he should talk with him about it. Whilst everyone is distracted Rogue flies out of the building. As she passes a bus she notices an advertisement sign for X-Factor which says what they do – they are hunting mutants. She thinks that she should mention this to Storm.
At the Xavier institute, Colossus visits his sister, Illyana. She is worried about Kitty because she is upset about what happened to Nightcrawler and Phoenix. She tells Peter that Kitty needs him as it is as if the world and the X-Men are falling apart around her. Downstairs Kitty is working on Cerebro in the Headmasters study. She uses her phasing ability to make alterations to the inside of the machine without having to take it apart. She finishes it and tells Lockheed that she has altered Cerebro so that anyone can use it, not just Psi-sensitives. She hopes that it will help them find Phoenix and Nightcrawler. Colossus and Illyana arrive and start to talk to her. Kitty is upset that Phoenix left them when they need her the most. She tries to change the subject but is unable to do so. She wonders what you are supposed to do when someone you love betrays you. Colossus tells her that anything is possible and to offer Rachel a second chance if she comes back, when suddenly an alarm goes off. Kitty tells the others that Cerebro has found one of their missing teammates.
Magneto is on his way to the Hellfire Club and, using his mutant ability, changes his costume into a suit to look less suspicious. He notices a crowd outside the club and spots X-Factor talking with local police. Magnus recognizes them as original X-Men and thinks they are betraying Xavier’s dream by hunting mutants. He then enters the club. Inside Magneto meets with the Inner circle, Sebastian Shaw, Selene and Emma Frost. They ask Magneto to join the inner circle as the White King. He can’t believe it as they were fighting each other only the previous night. Shaw tells Magneto that they have common foes in X-Factor, Freedom Force and Nimrod and that to survive they need to join forces or otherwise be eliminated. Magneto tells him it is tempting and he will consider their offer.
In a derelict warehouse on the Hudson River, Nightcrawler is being attacked by a mob. He is badly hurt when Kitty, Peter and Illyana arrive. Peter steps in between the mob and Nightcrawler and asks why they are beating him up. One of the crowd tells him about X-Factor dealing with some radioactive mutants and he might be one. They are worried incase they are contaminated. Kitty joins Peter and tells them they are just as bad as the nazi’s persecuting the jews. The crowd decides to disperse and the three of them check on Kurt, who appears to have lost his teleportation power.
Wolverine and Storm are in the Delacote Theatre. Logan tells Ororo that Phoenix’s trail ends there. Storm wonders if there is anything they could do and Wolverine thinks he has already done enough when he tried to kill her (last issues). Storm tells him the X-Men are a team and that she needs their trust. They hold hands and Wolverine tells her he will be there till the end.
Beneath Park Avenue Tommy gets out of the train cab and runs through the tunnels towards the Morlock’s home. She thinks that she is safe before being hit with an energy spear. The Marauders stand over her and tell her that the only reason they let her get so far was so that they could get to the Morlock tunnels. As one of the Marauders loads his weapon, he tells her that where she is going she will soon have lots of company. A loud BOOM is then heard.