Spotting Tower snooping around X-Factor headquarters, the team decides to confront him in their guise the X-Terminators. In order to protect their double lives, they attack Tower under the pretense that he is a traitor to mutants for being seen around the headquarters of known mutant hunters. However, they find few answers and Tower gives them the slip by shrinking down in size and escaping. Getting to safety, he panics about what he is going to do when his employer learns that he failed to capture their target when he is confronted by his field leader Frenzy. Frenzy is not impressed by Tower's failure, and decides to deal with the capture herself.
While back at X-Factor headquarters, the Beast -- back on his feet after being reverted back to his non-hairy form -- is exercising in the training room where he finds that his abilities are still at their peak. In the locker room, he runs into Rusty Collins who is off to yet another training session with Jean Grey. When Rusty admits that he is having a hard time getting used to Hank's "new look", Hank reminds him that they are mutants and will always be considered different. When Rusty goes off to his training session, Hank notes that the boy is not adjusting very well. In his training session, Jean has Rusty use his powers to fend off attacks from Iceman. When Scott and Artie's entrance into the training room distracts Rusty he powers flare out of control almost hurting them. Jean scolds him for his distraction, and the already emotional Rusty yells at her for apparently knowing what's good for him and storms out of the training room.
Elsewhere in the headquarters, Cameron Hodge gets a phone call from his former headmaster at Ferreden Boys School, seeking the services of X-Factor. Meanwhile, Scott decides to run some tests on Artie to learn how his powers work. Hooking the boy up to a machine he has the boy pull out and images from his mind. First he pulls out a memory of Scotts early days with the X-Men, and then a picture of him and his wife Madelyne having an argument. The image upsets Scott so much he cancels the test and once more tortures himself with the conflicting emotions he's having in telling Jean that he is married. At the same time, Jean is visiting Warren's private quarters to ask about Scott's recent bout of brooding since her return. Angel lightens up the mood by asking her when Scott wasn't brooding about something leading them both into peals of laughter. When the two are about to confide feelings for one another, the phone rings and it's Warren's girlfriend Candy. Candice wants Warren to go over some of his business operations that he's neglected since starting up X-Factor, however Warren tells her that he trusts her judgement and terminates the call. Before Jean can totally convince him not to let his business hurt from his full devotion to X-Factor, they are called into a meeting with Cameron Hodge.
Flying to Boston, they meet with Headmaster Woodley, Hodge's former headmaster. Woodley tells X-Factor that one of his students admitted to him that he is a mutant telepath and had threatened to blackmail him or risk exposing an affair that he is having with one of his staff which would ruin his reputation. Not liking this assignment, the members of X-Factor agree to see the boy and give him a good scare. The boy admits that he is not really a mutant and that he had used spying devices to bug the headmasters phone. Fearful of being hunted down by the "mutant hunters", the boy admits that he hates it at the school because his parents have already determine his future without asking him and that he'd gone around telling people that he was a mutant to scare them. This makes Jean realize the mistakes she has been making with Rusty and when she comforts the crying boy, she realizes what sort of fear X-Factor is putting into the public and begins to wonder if what they are doing is the right thing.
Back at X-Factor headquarters, Rusty has packed a bag and is in the process of running away from home when he is spotted by Artie. Rusty snaps at the boy and leaves, telling him that he isn't coming back, when Artie reaches into Rusty's mind to find what's there he sees that Rusty feel alone and is afraid of his powers going out of control. Realizing that Rusty could get into trouble, Artie rushes off to do something about it. Artie's hunch is right as shortly after leaving the X-Factor compound, Rusty makes the mistake of walking through a dark alley and almost gets mugged, but uses his powers to fight off the mugger. Rusty is then confronted by Frenzy, she explains that she had come to spring him from X-Factor's headquarters and offer him a position with her employer. When Rusty refuses, she attempts to force him, forcing Rusty to defend himself with his powers.
Around this time, X-Factor returns from their mission and when reporting in to Cameron, they notice Artie trying to sneak out of the compound in a disguise. Learning from the boy that Rusty is in trouble, the team dresses in their X-Terminator costumes and attack Frenzy. Despite her super-strength, Frenzy is no match for the combined numbers of the X-Terminators and flees the scene. Iceman then convinces Rusty to come back to their compound, and although the boy is still confused he sees no other choice. There Rusty confides in them and tells them that he doesn't feel like he belongs and feels like a freak. After Jean apologizes for pushing Rusty to hard, Scott tells him that all of them once felt the same way until they were brought together by Professor Xavier as the original X-Men and they learned to control their powers and use them to defend the world from evil mutants such as Magneto's Brotherhood of Evil Mutants. Rusty is encouraged by this and agrees to give it another try, and thanks Artie for being there and helping him out.
While not far away, Frenzy is contacted by one of her fellow minions named Timeshadow who tells her that her time is up and that the master has ordered her to return to base. She agrees to do so, and thinks about how her employer has control over her for now, however once she finds a way to beat this control she will insure that all her enemies will die.