| Synopsis | - As Trish Tilby reports live about strange occurring that are happening in Manhattan as a sweltering heatwave continues through the city, she is attacked by the Alliance of Evil. With the deadline for mutants to register with the Mutant Registration Act, Frenzy grabs Trish's mike and tells the live audience that if humans can't keep the Alliance in prison there is no way they can make them sign over to the Act and they challenge X-Factor to try and stop them.
Elsewhere in the city, Iceman and Marvel Girl have taken the children out clothes shopping for their impending session in summer school. As they struggle with finding outfits, they talk about the looming deadline for the Registration Act and Boom-Boom wonders if X-Factor are going to sign it or not. She remarks how as Rusty is the only member who is of legal age and has to participate in mandatory registration, she wonders if she and the other wards of X-Factor should register voluntarily. As she muses over this she is attacked by the sweater she is trying to put on and has to blow it up with a time bomb. The others are not ready to believe her when she says the sweater attacked her and Bobby is giving her another lecture on the reckless use of her powers when Tower attacks them in the clothing store.
Meanwhile, aboard X-Factor's Ship, hovering over the Atlantic, Cyclops is watching over Hank trying to puzzle out with Ship what Destiny's prophetic visions about the location of his son mean when suddenly Hank changes into his blue furred form and screams in pain. Breaking through his restraints, Ship contains Beast with more as he changes back to his hairless form. Scott then notices a the television and recognizes his old foes the Alliance of Evil, and notes that they are out for X-Factor's blood. In the city, Marvel Girl and Iceman try to battle off the Alliance members but find themselves outnumbered so the children decide to lend a helping hand, all except for Rusty who stays back because he is wanted by the police. He hates having to hide back while his friends are risking their lives.
In a Kansas City suburb, the two cyborgs named Orphan Maker and Nanny arrive at the home of Blake family, who live in a Kansas City suburb. Having detected the children to be latent mutants, Nanny sends Orphan Maker down to collect them, putting them under his control with Pixie Dust. When their parents enter the room to see what's going on, Orphan Maker guns them down and the children are taken away, two more additions to Nanny's collection of Lost Boys and Lost Girls, mutant children that she intends to protect.
Back in Manhattan, Rusty dawns a mask and jumps into the battle, freeing Boom-Boom from Frenzy's grasp. Frenzy recognizes Rusty despite the mask and makes him one more offer to join their group. As Scott watches helplessly from the Ship he shouts at the boy to not join. Suddenly the Beast screams out in pain once more and reverts into his blue furred form. Breaking free of his restraints and with his intelligence restored to normal, Hank tells Scott that he feels better than ever and suggests they get to the city and help battle the Alliance as quickly as possible.
Before Rusty can give the Alliance an answer, Beast and Cyclops arrive and everyone is shocked to see Hank back in his hirsute form. X-Factor and their charges renew their attack, taking out the various Alliance members with ease, but not before Tower can hand Rusty a copy of his wanted poster and tell him that he is still a criminal and criminals don't work with heroes. With the Alliance defeated, the Freedom Force arrive to take them away. Upon their arrival, Mystique warns X-Factor that the deadline for the Mutant Registration Act is looming and that they have to make a decision now. X-Factor decides to sign under the act, but only sign in their code names, stating that it's their rights as citizens of the United States to maintain their privacy. When Mystique asks Rusty what he intends to do, he tells her that he believes that it is against his rights to be forced to register himself with the government as a weapon. As he destroys the wanted poster, he tells them that he doesn't intend to sign and that he will go and try to clear his name of all charges against him.
Lastly, at he Boston headquarters of the Right, Cameron Hodge prepares for the arrival of Warren Worthington, however since his previous brush with death he refuses to leave himself vulnerable and is being fitted with a powerful suit of armor that he intends to use to kill the former Horseman of Apocalypse.
This story is continued next issue....
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