Deemed incompetent by the courts, and with the gangrene in his damaged wings threatening to kill him, Warren Worthington III has had emergency surgery done on him to amputate his wings. The surgery is a success and Warren is expected to live. As Jean and Bobby sleep in his hospital room, Warren awakens and finds that his wings are gone and goes on a rampage in his room. When Jean tries to calm him down and tell him that the doctors saved his life, he asks why they let the doctors destroy him. While in Alaska, the police take Scott to the morgue where they show him a body that appears to be the corpse of his wife. Scott blames himself for the apparent death of his wife and child because he left, however he vows not to leave until he's found their killers and brought them to justice.

While at X-Factor headquarters, Hank gets a call from Scott who tells them about Maddie's death, and Hank has to tell him over the phone that the doctors are going to amputate Angel's wings. This is overheard by Artie, Boom Boom, Rusty and Skids. Artie blames himself, however the children comfort him and tell the boy that it isn't. They are then confronted by Masque who tells them that X-Factor got what they deserved for being "do-gooders", leading to a fight where Masque attempts to change Boom Boom's face. Tabitha defends herself by making a time-bomb to blow Masque up with one of her time bombs. Hank kicks it out of the way, and warns her never to create her time bombs in such a reckless way and sends his charges on laundry detail as punishment.

At St. Vincents Hospital, Jean walks in on Warren as he watches news reports and reads newspapers about his current situation. Jean shuts off the TV and tries to comfort Warren, however, not liking her sympathy he freaks out and tells her to leave. In Alaska, Scott has a funeral arranged for Maddie which he attends alone. He gets a collect call from Jean asking him to come back and help Warren. However, Scott refuses, telling her that he needs to stay and find Maddie's killers and that he won't fail her in this at least and slams down the phone.

Back at the compound, the Morlocks that were rescued by X-Factor prepare to return to the sewers, having learned there were other survivors. When Hank tries to convince them to come back, Skids tells him off for punishing Tabitha without hearing her side of the story. When Hank decides to confront Masque with this, the embittered Morlock uses his powers to alter Hank's face. Angry at this Caliban orders Masque to turn Hank back and Masque attacks him next. Before Masque can alter Caliban's face, Leech steps in and nullified Masque's powers allowing Caliban to easily subdue Masque and strong arm him in restoring Hank to normal when Leech backs away. With the altercation over, the Morlocks decide to leave, deciding that they are better off looking after themselves than seeking protection from others. Skids however, has decided that she is going to stay among X-Factor.

In Alaska, Scott stands over Maddie's grave and vows to kill the people that apparently murdered his wife and child. An image of Madelyne appears before him and points out that while he's going out to kill her murderers, his friend Warren is busy starving himself to death. Scott realizes that he's abandoned a friend in need for some vendetta and realizes what he's doing and rushes off to New York. At St. Vincents, Angel waits for his nurse to make her rounds and then sneaks out of the hospital, wanting air and space to think. He grabs a cab and orders the cabbie to head toward Kennedy Airport.

Interlude: In a cloaked ship above New York City, Apocalypse has prepared his new minions, his Horsemen from the mutants he has gathered over the past days. He rechristens them War, Pestilence and Famine.

X-Factor Compound: Hank and X-Factor's charges say goodbye to the Morlocks as they return to the sewers.

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