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The Alliance of Evil, comprising of Tower, Frenzy and two newly introduced mutants, Timeshadow and Stinger are shown to be chasing a man called Michael Nowlan. Stinger threatens to fry him with his electrical powers though Michael knows he is needed alive and manages to find a car and escape. Stinger readies herself to destroy the car with Michael in it, when she is stopped by Timeshadow who is worried about what their master will do to them if Michael is killed, though Stinger reveals that without Michaels mutant powers they'll all start to have withdrawals soon, something she can't handle. The others soothe her by stating Nowlan has escaped before and they've always brought him back and this time they have a good idea where he's heading.

The members of X-Factor are working out in the gym whilst Jean brings up her fear that X-Factor, by posing as mutant hunters, might actually be fanning the flames of anti-mutant sentiment. Bobby states that even if that's the case they have accomplished alot and when Beast, from high on rope equipment, quips that Iceman just doesn't want to return to his job as an accountant Bobby promptly freezes Hanks feet causing him to lose balance and fall. The rest of the team fear for Hanks wellbeing, though Angel catches him and in retaliation Beast grabs Iceman and places him by his underwear upon an exposed wooden plank up high. Cyclops blasts him down where Jean telekenetically catches him and spins him before Iceman apologizes to Hank. Cyclops notes that things seem so right now, like old times, but things are certainly different and he wonders if they're living a lie.

Michael calls up his ex-wife Susan in order to purchase drugs as if he's stoned then his powers will be useless and the Alliance of Evil will have withdrawals, in which case they'd be helpless. However, Susan claims she no longer deals and Michael eventually loses his nerves and threatens her, causing Susan to hang up. Susan then witnesses an ad on her television for X-Factor, the mutant hunters and calls them up.

Cameron Hodge summons the team together and reveals that Michael Nowlan has been in the company of Tower and Frenzy and so the team decides to move as quickly as possible to investigate.

Susan meanwhile, is packing her stuff to escape from her apartment, fearing Michael will turn her life upside down once more. Before she can even pack her bag she his knocked aside by Frenzy who demands to know where Michael is. Susan tries to escape but the rest of the Alliance of Evil block her path and Frenzy again grabs her and threatens to crush her to death.

X-Factor has reached the motor lodge within which Nowlan has been staying and upon forcing their way in they find the man passed out on heroin. After several hours Beast manages to revive him and Nowlan fears that X-Factor are truly mutant exterminators. Then Nowlans power activates which causes the powers of Cyclops, Jean and Iceman to become powerful out of their control. Nowlan is shocked until Cyclops reveals the setup X-Factor use, being mutant hunters in order to rescue mutants.

Michael then reveals his past, serving in Vietnam he was already hooked on heroin and the army put him and Susan in a detox facility as they didn't want the publicity of releasing their junkies upon an unsuspecting public. Due to his addictions, Nowlans powers had remained dormant for some time though a short-time after entering detox they revealed themselves when he met a fellow patient, Timeshadow, whose powers went out of control from their handshake. Word soon spread of Michaels abilities and mutants began seeking him out and getting addicted to his powers. The only thing that's stopping him being sought out by mutants is his use of Heroin but at the cost of his wife, health and he fears, his sanity. X-Factor offers to help but Michael believes they'll get addicted to his power too. Michael tries to run away but is stopped by Beast who reasons that without them Michael has nowhere to go and will either be dead in a matter of months or will end up being forced to use his powers on others for the rest of his life.

Just as Michael comes around and asks for their help Tower appears, smashing through the wall of the motor lodge, the rest of the Alliance of Evil behind him with Frenzy holding Susan hostage and threatening to snap her neck if Michael doesn't come with them. Michael gives in and powers up the Alliance of Evil. Frenzy then makes a getaway with Susan as the others are distracted, but she's followed by Beast, only for him to be defeated when Frenzy tears off a car door and bashes it into his face. Angel is knocked out when Tower punches him in the back whilst he's distracted with Stinger, then whilst Iceman is distracted with Tower, Stinger electrifies him. Jean is defeated by Timeshadow and Cyclops, the last one left, manages to fight off the other three before Frenzy returns and attacks him from behind.

With the entire X-Factor team unconscious, Michael agrees to go with the Alliance if they don't kill anyone. As they leave, a note is shown as having been left by Cyclops head. Later, the Alliance returns to their base with Michael and present him to their master who reveals his master plan, to have Michael provide all the mutants of the world with his power to create a race of 'super mutants' which the master will lead in a war to wipe out mankind. The master calls himself Apocalypse.

NOTE: Frenzy of the Alliance Of Evil is named Fury in the solicitation. This is also the first cameo appearance of Apocalypse.

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