The young mutants try to adapt to their new lives in school. Meanwhile, demons are out and about and nobody seems able to do anything about it, especially when Artie and Leech go missing. The young mutants break Rusty out of naval prison and head out to save their friends.
Note: A tombstone bears the name Frederick Wertham. This is probably a tongue-in-cheek reference to the man who wrote extensively about the dangers of violence in the media, including comic books. Seeing as how this issue deals with demons and violence, the visual gesture makes sense.
In the pits of Limbo, two demons clash. N'Astirh, a demon of immense magical power, and S'ym, a demon infused with the Transmode Virus, have a power play in which S'ym gets the upper-hand and orders N'Astirh to find 13 mutant babies to open a portal from Limbo to Earth. N'Astirh accepts defeat, but only because he has his own plan in the making. N'Astirh takes his followers and take up residence in a cemetery in Manhattan. The groundskeeper confronts the demons but is quickly turned into a demon himself. The demons are sent out to find the mutant babies.
Meanwhile, X-Factor accompanies Rusty Collins and the other young mutants to the Portsmouth Naval Prison. Rusty is bent on being responsible for his past actions by turning himself in, but he has a hard time convincing Skids to let him go. The authorities try to rush the arrest but Rusty and Skids use their powers to protect their last embrace. Rusty is finally taken prisoner and interred in jail to await what he hopes is a fair trial.
A few days later, Jean Grey drops Artie and Leech off at their new school, St. Simon's. The initial plan is to separate the two, but the boys make it nearly impossible to do. One boy, Taki, sees the coddling the two get and becomes a little emotional when he thinks about how alone he is. Things get worse when he wheels his custom wheelchair by Leech and crashes. He can't explain how, but he is mad at Leech for ruining his chair.
At the Phillips Academy, Iceman drops of the older mutant kids, who have a scholarship due to a fund Angel had set up in the past. They are greeted by some stuck up kids. Boom Boom and Skids are shown their room and the uniforms they are required to wear. Boom Boom "accidentally" drops a time bomb in the closet and ruins the unstylish uniforms.
Back at St. Simon's, Artie and Leech help Taki with a new invention. Leech has to stand clear because he seems to ruin things Taki works on. Leech gets too close at one point and ruins a big project and Taki sends the boys away. Artie and Leech almost leave, but Taki realizes he enjoys their company, even if Leech makes him feel a little weird.
That night, Taki gets an odd feeling and looks out his window. He sees demons sneaking in to Artie and Leech's room. He hurries in to find the boys being stuffed into sacks. The main demon, Crotus, feels Taki's power and labels him a mutant but they leave him since he is not a baby. On instinct alone, Taki makes a gun form on his wheelchair. The gun fires at a demon and Taki realizes that he has the power to control computerized units. He shifts his wheelchair into a full-on assault vehicle and charges the demons. He gets too close to Leech, however, and this chair reverts to normal. A demon knocks Taki out. He wakes up and tries to tell his teachers about the abduction of Artie and Leech but no one believes him, despite effigies lying on the boys' pillows.
Taki takes matters into his own hands and calls the Phillips Academy to get ahold of the older mutants. He is rebuffed, however, by one of the snooty kids. He determines to try out his powers again and forms a personal helicopter with his wheelchair. He flies to the Phillips Academy and finds the mutants. He convinces them to jump on his helicopter. The weight is too much, though, until Boom Boom starts dropping time bombs into Taki's generator. The mutants zoom away from the school - and the local security - and head to the Portsmouth Naval Prison. They snoop around and learn where Rusty is being held, as well as how unfair the trial should be. They bust Rusty and fight off some of the resident military guard and then fly off to find Artie and Leech.