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As Hellion works on fine controlling his powers, Emma Frost recommends that X-23 should leave. Mercury over hears and is outraged, and realises that X-23 likes Hellion so they decide to go into Salem Town to get coffee. There, they attacked by Kimura and members of The Facility. X-23 tell them to leave Mercury out of it, but they reveal they're actually there to take her.
Mercury is captured and after a breif scuffle breif scuffle between Kimura and X-23, the Facility members leave. X-23 goes back to the mansion covered in blood, and when caught by Hellion, he insists on coming with her to go get Mercury back. They shake down some of her contacts, including the Owl, but at first find nothing.
Back at the Institute, people are starting to worry about the missing students, including Surge who is incredibly angry. While Mercury is being tortured and her skin is being removed to help create a mutant hunting biological weapon, Hellion and X-23 shake down one last contact, and get the location of the Facility, and arrive at the base.
X-23 and Hellion fight they're way through the guards of the Facilty, as the Facility scientists perfect the weapons. Hellion manages to throw Kimura three miles away, and the duo free Mercury. Two of the three biological weapons are taken out, but one escapes. The X-Men and ONE arrive and help the others. Kimura later appears outside the Institute ready to kill/hurt X-23, but she is beat on by Emma and sent to kill every member of the Facility.