New York City
Ryan Biochemicals Laboratories
Jean Grey awakens from a nightmare where she relives the night the Phoenix Force replaced her and took over her life years ago. Waking to a snowy nigh she reflects how things have changed since her return from the "dead", her without her telepathic powers, Xavier gone, Magneto supposedly leading the X-Men, and Scott strangely distant from her. She also reflects on the new direction in her life, being a member of X-Factor -- posing with her friends the original X-Men as mutant hunters in order to teach mutants to control their powers, and how their first mission in recovering the young mutant Rusty Collins was a complete success. While elsewhere in the complex Jean is not the only one having a sleepless night: Scott and Warren are up late as well. Warren is trying to be there for Scott and tells him that he needs to tell Madyline that Jean is alive and Jean that Scott is married to Madyline. Despite the fact that Scott knows he has to do this, he doesn't know how he feels about the situation and can't bring himself to talk to either woman about it. When Warren presses on the subject, Scott tells him to butt out and Warren leaves him be. Warren meets up with Cameron Hodge, their public relations man at X-Factor. He reports that Hank and Bobby are still out apartment hunting and points out a pitfall to their operation: At least 48% of the calls to their hotline are obvious crank phone calls.
Out in the rain, Bobby and Hank decide to take some time away from apartment hunting to pay a visit to Hank's old girlfriend Vera Cantor. When Bobby rashly uses his freezing powers to prevent himself from being splashed by a puddle, Beast scolds him for not being more discrete about using their powers and warns that they could potentially blow their cover as X-Factor. When they arrive at Vera's apartment, Hank and Bobby are shocked by Vera's sudden change in appearance. As a shocked Hank tries to make sense of Vera's "New Wave" appearance, she tells them that she decided to change her life around and live more on the wild side, and that now she is attending pop culture classes as Columbia University.
Back at X-Factor headquarters, Scott and Jean put Rusty through a training routine to get him to slowly learn how to control his pyrokinetic powers. When Rusty flubs the test he believes he'll never learn how to control his powers and walks out. When Jean tries to stop him, Scott reminds her of Professor Xavier's teaching methods and cautions her from pushing Rusty before he is ready. Jean asks Scott to talk about their situation, however Scott sheepishly changes the subject by telling her that he has to go and check on Rusty.
Hank and Vera's reunion is interrupted when they are attacked by a size changing mutant named Tower who has come seeking the Beast. Before the can do anything, Tower knocks out all three of them and takes Beast hostage and takes him into a getaway care that is waiting for him outside. In the drivers seat is Carl Maddicks, Hank's old colleague from his Brand Corporation days who commends Tower on a successful capture. At X-Factor headquarters, Scott is brooding over his situation in his room and decides that Warren is right. When he attempts to call Madelyne to tell her what's going on he is shocked to find that the phone number to the house is no longer in service. Furious at his lot in life, Scott lashes out at the phone with his optic blast.Soon, Scott and Jean are called to the ready room and they mobilize as X-Factor to Vera's apartment, called there by Bobby. After pushing away the press, they learn from Bobby what happened to Hank and the Scott suggests that they all find Hank as soon as possible.
Hank has been taken to a secret laboratory operated by Maddick's deep under the headquarters of Ryan Research Inc. There Maddicks tells Hank that he has sought him out due to Hank's previous work on isolating the chemical cause of mutation. Hank refuses to work with him, blaming him for his current furry state and warns Maddicks that he has friends that will come looking for him. Maddicks tells Hank that he has just the thing to deal with that. Ironically, the solution is to hire X-Factor to capture his operative Tower, thus eliminating anything that will link Hank's disappearance to Maddicks.
As X-Factor fly toward Atlanta to follow up on Maddick's "anonymous tip", they remark how the mutants description matches the very mutant that kidnapped Hank and wonder if they are not walking into a trap, and consider the possibility that their cover as mutant hunters may already have been compromised. With it being the only possible lead to finding out what happened to the Beast, they decide to investigate the lead either way.
Back at the lab where Hank is being held prisoner, Maddicks leaves his note for Beast to go over. What Hank doesn't know is that Maddicks' own son Artie is a mutant who other than being deformed can project thoughts. Carl knows that Hank's curiosity would not keep him from looking at the notes, and Artie could project the thoughts in Beast's head so that the can make the necessary corrections to his formulas. While in Atlanta, X-Factor arrives outside the home of Tower and see that the mutant is packing up to go somewhere. Deciding to stop him, they change into their X-Terminator uniforms and attack him head on. As X-Factor easily over powers Tower and knocks him out, Maddicks tranquilizes Hank and puts him on a table for experimentation for his intended project: A chemical means to eliminate mutation.
In Atlanta, Tower suddenly realizes that there is a double-cross going on, and cuts the X-Terminators a deal: If they let him go, he will tell him who took Hank and where. While down below in the Ryan laboratories, Beast has gone into cardiac arrest due to Maddicks' experimentations. Carl is trying desperately to revive Hank so that he can continue with his experiment.