New York City has gone insane, lifeless objects are transforming into demonic creatures and terrorizing the citizens of the city. Beast and Iceman attempt to fight off a transformed hot dog cart and fire hydrant. Witnessing the battle is reporter Trish Tilby, who is put off not by the Beast's restored furry form, but his devil-may care attitude and returned intelligence. Before she can communicate this, a demonically transformed subway train smashes out of the ground and swallows her and her camera crew up before diving back underground again.

While elsewhere in the transformed city, the demon N'Astirh prepares for the arrival of the kidnapped baby mutants, particularly the child of Cyclops and Madelyne Pryor, who's sacrifice will smash open the barriers between Earth and Limbo, turning the Earth into a true inferno. As he waits, he considers the fact that Jean Grey and Madelyne Pryor's similar appearances and muses how they are both two sides of the different coin. He turns his attention to Warren Worthington, who is still at the Boston headquarters of the Right, having slain Cameron Hodge and his minions he now cradles the lifeless body of Candy Southern in his arms. When N'Astirh appears to mock him and tells him that he granted Cameron Hodge immortality (although seemingly false) the former Horseman of Apocalypse notices that the demon is projecting his image from New York City. When N'Astirh finishes his communication following the arrival of the mutant babies, Warren vows to hunt down N'Astirh and kill him for his part in Candy's death.

Meanwhile, Marvel Girl and Cyclops are flying toward New York City, Jean still psi-linked to young Christopher Summers, she feels the child's pain and fear. Scott tells her to control these powerful emotions so that they can focus on his location and rescue him. While down below the city, the Beast and Iceman board the demonically transformed subway train to try and save the people trapped inside. As it speeds down the subway tunnels of New York, Iceman pulls Trish aside and tells her that Beast is still a great guy and that under his current personality he is still fundimentally the same guy she has begun to have feelings for. While high above the city Cyclops and Marvel Girl notice that some power has transformed the Empire State Building into a giant obelisk that continues to grow. As they witness this they are attacked by a demonically transformed airplane, which Cyclops fights off with his optic blast before they decide to land and try and land to see what's going on.

Back aboard the train, Iceman uses his powers to freeze up it's rails as they pass under the Manhattan Bridge. This stops the creature temporarily and allows Iceman and Beast to evacuate the people on board either down to the Circle Line ferry in the East River below or onto the bridge. When the monster subway car breaks free, Trish disobeys Beast's orders to flee so that she can grab a live electrical wire and toss it toward the creature. Seeing what Trish is doing, he dives toward her and pulls her away as the live wire hits the subway train and causes an explosion. The couple make amends of sorts as they flee.

As Scott and Jean attempt to land their craft they witness a giant mystical pentagram appear above the city. Their ship is then struck by lightning forcing them to abandon ship. As they pull themselves away telekinetically, they witness in horror as the pentagram turns into a portal and spews forth an army of demons into the city. While elsewhere in the city, Iceman and Beast witness the same thing and Trish tells Beast to go off to save the city, kissing him for good luck. As Cyclops and Marvel Girl defend themselves from the demon horde, they are soon aided not only by the timely arrival of Beast and Iceman, but the Dark Angel as well. Having fought all the demons off, X-Factor is happy to have Warren back in their ranks and after comparing notes they rush off to try and find y

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