Made up of ex-mutants, the group targets government authorities in an attempt to regain their lost powers after the Decimation event, which de-powered over 90% of the world's mutant population and which they believe was caused by the United States government because they felt the goverment wanted to get rid of them in the past.

Little about the group is known, other than the fact that Quicksilver is associated with them in some way. when the group's leader Elijah Cross goes to talk with Quicksilver about the possibility of him restoring his and his group former powers. Later that day, the X-Factor members find themselves under attack by the Blob and Fatale, who in turn surprisingly get stopped by Marrow.

Quicksilver then used the Terrigen Crystals on his body to repower Fatale, Abyss, Elijah Cross, Reaper, and Rictor to fight the X-Factor. He offered to repower Marrow, but Callisto convinced her it wasn't a good idea remembering her own experience with Pietro's repowering abilities in Genosha. As an army of Madrox dupes launched an assault on Quicksilver's headquarters, the repowered members fought back until something strange occurred, Elijah Cross suddenly exploded. As the other members began feeling a heat build-up, Abyss snagged Reaper and Fatale and thrusted them into his Brimstone dimension and following them.

Meanwhile, Callisto and Marrow learned of Quicksilver's role in the depowering of the world's mutants, holding off his future counterparts while Layla revealed the information. After an unseen counterpart managed to stab Marrow from behind, Callisto fled with her to the sewers. Rictor managed to destroy the Terrigen Crystals on Quicksilver but started to grow what might be them on his back. The final fate of the surviving X-Cell members is currently unknown.