Meanwhile, Richard continues to try to cling to life as the energy spear continues to attack his nervous system; leaving him completely paralyzed. He tries to reach for his gun, but someone comes along and steps on his hand. The person holds a gun to his head and threatens that there will be "no more anything" for Richard. Richard warns the man that his employers, the Hellfire Club, will pay the man back in kind. The man, who is later joined by four others who are shrouded in shadow, tells Richard that they are welcomed to try and they will get the same as Richard. Meanwhile Tommy continues to run, when she suddenly hears a gunshot and knows that Richard is dead. She comes across a freight train leaving and jumps on one of the doors. The door is locked, but she uses her powers to fold herself as flat as a sheet of paper and slips through the crack of the door. Tommy huddles to the ground as she thinks that she is safe and recalls Richard saving her when her friends were murdered. Outside the train, the Marauders have noticed Tommy slipping into the fifth car and debate on whether to take her now. One of them tells the group that they get her later according to the boss's plan and another says that before they're through they'll have all their share of kills and then some. Another one of teh Marauders says that they hope Malice is having as much fun with her assignment in San Francisco.

Elsewhere in San Francisco, Alison (Dazzler) has just finished a gig with her new band as she is invited to a party. She decides to pass, but the guy in the band (Conal) tells Ali that the band that plays together plays together. Ali tells him that she gets his meaning and she'll do it some other time. Conal reminds her that she's not a solo act anymore, she's part of a group and she can't keep acting like an outsider. Alison gets angry and tells Conal that she's bushed and wants to be left alone on the band bus, and asks if that's a crime. She tells them to take a hint and goes on the bus. She finds herself in the bathroom and tells herself that she shouldn't have yelled, that they meant well and they're right. She has no business playing the Prima Donna, Lila Cheney's the star, not her. She tells herself that she sings as well and looks as good, but just didn't get the breaks. She looks into the mirror and tells herself she looks awful. She tells herself she misses being a blonde, because she's living a lie; because the whole world now knows she is a mutant. She tells herslf that the band knows the truth, but the secret is safe with them because Lila's a mutant too. She goes on to say that she owes Lila so much, but doesn't want to; she wanted to prove something to her dad; but she is cut off as she sees Malice in the reflection of the mirror. Malice jumps from the mirror and attacks Ali. Malice tells her not to fight, that it is all for the best and it's what Dazzler really wants. Suddenly Ali screams "GET AWAY" and blacks out. She finds herself on the bathroom floor and thinks that she knocked herself unconscious with her light powers. She looks in the mirror and notices her reflection is normal and thinks that she was just hallucinating. Suddenly she notices a choker around her neck, but just says that it is her style as she leaves the bathroom.

Meanwhile in Manhattan, New York; Rogue is searching the skies for any sign of Rachel, who disappeared (Uncanny X-Men #208-209). She sees a wrecked building and a sign that says X-Factor, but dismisses it. She then begins to blame herself for Rachel disappearing, as Rachel needed her; but Rogue turned away as did the others. Rogue flies towards some skyscrapers as she thinks that they've lost Ray for good. All of a sudden she sees a window washing scaffold give way and the two men fall out. She first picks up the scaffold and throws it into the East River; as she then catches the two men. Once they land, a crowd surrounds the two men and Rogue as one of the men thank Rogue; while the other one is overjoyed that he is alive. The man tells Rogue he could just kiss her, but Rogue flies in the sky and tells him maybe nest time. As Rogue flies away, she thinks of how she would have liked that kiss...any kiss; but she doesn't dare. She flies past a building as she thinks of how people see mutants and notices her reflection. She tells herself that she looks awful (after her battle with Nimrod) and decides to keep searching till the stores open; and if Storm doesn't like it...tough.

Later, Rogue finds herself in Bloomingdale's as she tries on several clothes. She tells herself that she should feel guilty, but there is no sign of Phoenix (Rachel) and wonders if she's dead. She tells herself that it may be cruel, but that Rachel had a lot of problems and it may be for the best. Rogue then goes to a cosmetics lady and asks her to fix her face. Soon Rogue is given a makeover; when suddenly a man calls her a "mutie" and tells her that she doesn't belong in a store. The lady is confused, but Rogue just ignores the man as he tells her he's going to call X-Factor. Suddenly the nice man Rogue saved appears and threatens the bigot to leave Rogue alone. They are about to fight, but another woman arrives and tells them not to fight in the store. Suddenly the man notices that his "angel" is gone. Rogue flies out the store and pass a bus which has an ad for X-Factor on it. Rogue learns that they are mutant hunters and flies to warn Storm.

At that moment at the X-Mansion; Peter (or Piotr) finds Illyana in his room looking at several of his sketches. He is wearing his original X-Man uniform after he ruined all the new ones. Peter tells Illyana that he wanted to send her some of the sketches, but never got the chance; but now she has joined the New Mutants. Illyana finds a sketch of Kitty and Illyana tells Peter that Kitty's really upset about Rachel. After Peter admits that he never stopped caring about Kitty, Illyana tells him that Kitty needs him...her entire world is falling to pieces around her and they have to find a way to stop it before it's too late. Peter tells his sister that perhaps it already is. Downstairs in the headmaster's private study, Kitty is fixing up Cerebro so that anyone can use it; while Lockheed watches. She says hopefully they will be able to find Ray and Kurt, as she wonders if people will continue to not care that they save the world all her life. Suddenly Illyana and Peter walk in and Peter asks if she wishes to quit after hearing her previous quote. Kitty tries changing the subject, but Peter won't let her. Kitty angrily yells that Rachel deserted them when they needed her most. They nearly died fighting Nimrod, and Nightcrawler maybe has; but Phoenix was only thinking of herself. Peter tries convincing Kitty different, but Cerebro detects one of the missing X-Men.

Meanwhile, Magneto has arrived at the Hellfire Club on Fifth Avenue. As he walks to the entrance, he sees the five members of X-Factor (Cyclops, Marvel Girl, Beast, Iceman, and Angel) in Central Park being thanked for arriving at the scene after the Nimrod fiasco. Scott asks one of the police officers why they didn't summon the Avengers, they're right down the street. The officer tells him that he doesn't trust them, he rather deal with real human beings than lousy muties. Jean tells him that they're not mutants, they're super beings. The officer asks what's the difference. One of the five (not sure who) whispers that he wonders how the officer would feel if he knew X-Factor were lousy muties. Meanwhile Magneto stands among the crowd and identifies X-Factor as Scott, Hank, Bobby, and Warren; but thinks the red-head must be Scott's wife Madelyne Pryor. Suddenly Jean notices Magneto, as Warren wonders if they should do something. Scott tells them that it is a great risk of bystanders being hurt, they'll wait and watch him make his next move. They then notice Magneto going into the Hellfire Club. Magneto enters the club as he can't believe the original X-Men hunting down their own kind.

In the club building, Magneto stands before Sebastian Shaw (Black King), Emma Frost (White Queen), Selene (Black Queen), and Tessa. Shaw tells Mags a little about the Hellfire Club, but then tells him that the Inner Circle is a cabal whose ambition is to rule the world. Shaw then goes on to say that they want Magneto to be their White King. Magneto reminds Shaw that he, Selene, and Emma have opposed the X-Men and New Mutants. Selene tells Mags that they acted in self defense from Rachel who tried to murder Selene (*UXN#207). Mags tells Selene that it was with good reason. Shaw tells Mags that the X-Men & Inner Cirlce faced a common foe and worked together. Shaw offers Mags, the X-Men, and New Mutants full protection under their power; but if Mags refuses the offer the Inner Circle will not lift a finger to help the X-Men again. Shaw tells Mags that mutants face common threats (X-Factor, Freedom Force, and Nimrod). Mags tells Shaw that he'll consider it. Meanwhile in a warehouse on the Hudson River, Kurt is being chased by an angry mob. He is too weak to fight and has no Professor X to save him like he did years ago. Suddenly Kitty, Peter, and Illyana arrive via Illyana's portals. They spot Kurt and as Illyana goes to save him, Peter stops her. Peter tells them that mutantkind has no hope if all they do is flee from mobs. Peter jumps in front of Nightcrawler and asks the mob if Kurt is a criminal. One of the men tells Peter that he ain't no mann, he's a mutie. A woman tells Peter about Glowworm and Bulk from XF#7, but Peter tries to convince the mob to treat Kurt equally. In the background, Kitty thinks Peter is crazy for pulling a stuny like this and she must be crazier for going along. Kitty comes from the shadows and tells the crowd that they are treating Kurt just like the Nazis treated the Jews, and how people hated Blacks and still do. One of the men tell Kitty that Kurt scared his kid, but Kitty scremas back that the man scares her; but does that give her the right to beat his brains out. Kitty then dares the man to prove how big and tough he is by beating up on her. Kitty then screams that she may be a mutie too, that maybe they all are. Kitty gives another rousing argument and soon the people all walk away. After Peter talks a little about Xavier's dream, Kurt reveals to his teammates that he thinks he has lost his power.

At the Delacorte Theatre where Rachel disappeared, Storm and Wolvie search for any signs of Rachel but turn up empty. Wolverine says he did enough when he nearly killed her and wonders if he should have let Ray kill Selene. Storm says that it should never have come to that, the X-Men are a team; they should have tried to stop Rachel together and if they had she might be there with them now. Storm tells Logan that as leader she needs his trust and obedience. Logan tells Ororo that he's been a loner all his life. Ororo tells him that they can not afford a next time, the stakes have grown too high; they depend on him...and he must be there. Logan and Ororo hold hands as Logan tells her he will be...to the end.

Elsewhere, Tommy has made it to the Morlock Tunnels in New York. She thinks that she is safe, but suddenly she is hit with an energy spear. She collapses to the ground as energy surrounds her. Tommy begs her attackers not to hurt her, but one of the Marauders tells her that she should have listened to her Hellfire boyfriend, they did have a chance together. They tell her that they let her go so she could lead them to her fellow Morlocks. After boasting about themselves, they tell her that she'll soon have lots of company as they shoot her.