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S’ym sends N’astirh and his N’asteris to Earth with the intention of capturing 13 babies of power to fulfil his dread purpose. N’astirh does so, with a plan of his own. X-Factor’s wards are being split into three - Artie and Leech are taken to St. Simons school, Skids, Rictor and Boom-Boom to the prestigious Philips Academy, and Rusty is voluntarily surrendering himself to the Navy, but only to prove a point - that he will not register as a mutant, but will follow human law. Though Skids does not agree with him, she accepts his decision. Leech and Artie are adored by St. Simons’ faculty, but are tormented by the wheelchair bound Takeshi Matsuya, a genius inventor who, with Leech’s help, discovers that he is a mutant. Skids, Rictor and Boom-Boom find the Academy somewhat unwelcoming, but Boom-Boom causes plenty of trouble too. Taki becomes quite fond of Artie and Leech and is shocked to see some goblins (the N’asteris) kidnapping them. He tries to stop them and discovers he can transform his wheelchair into other modes of transportation. He puts up a good fight trying to save Artie and Leech, but the N’asteris still escape. Taki tells the faculty what happens and they inform the police, but no one really believes him, so he contacts the Academy, thinking Skids can help him, except a rude student hangs up on him. Transforming his wheelchair into a copter, Taki flies to the Academy in the dead of the night and causes quite a commotion as he locates Skids and tells her what has happened. Skids, Boom-Boom and Rictor leave the Academy, and the quartet travel to the prison where Rusty is being held. They break Rusty out, despite him not wanting to go, but agrees, as Artie and Leech are important. Only problem is - how are they going to find them?