At X-Factor Headquarters, Cyclops and the Beast have arrived to meet Huber and hear his idea for mutants falling on the Endangered Species list. Because of the controntation during the Civil War, Cyclops and Madrox don't like each other and trade barbs before the Beast steps in to separate them. Huber introduces himself and tells the X-Men his story, then reveals in his own narration that he is using persuasion powers to get the mutants to fall in line behind his plan. Cyclops is hesitant at first, but Huber's powers do their job.

Back at the park, Layla wakes up in a dark room with some machinery working in the background. She asks Pietro where they are, but he's just starting at her. He looks at his hands, they're trembling, and he feels that God is testing him as he did Abraham, that he must kill Layla and rid that devil from the Earth. He tells Layla that he thinks he's dying, but he's been given a chance to redeem his life by killing Layla. she starts to flee, and Pietro tries to catch her. But the lack of his speed, as well as her knowledge of what might happen, allows Layla to escape the room. She goes out the door and its revealed that Pietro was holding her in the control room at the center of a merry-go-round. Pietro follows her out, and Layla uses her knowledge of timing to get him struck by a 'catch the brass ring' bar. Pietro whispers his sister's name before he's knocked out and Layla makes her escape.

For some reason, Huber's persuasion doesn't seem to work on Rictor. It also doesn't work on telepaths, good thing X-Factor's resident telepaths weren't around. Cyclops and Beast agree to take Huber's plan back to the X-Men, and Huber is rather pleased at his own success.

In Las Vegas, Solo and Clay are still guarding Wally, Molly and their parents. They load them into the elevator to take them up to their hotel suite, and there's no sign of Money or Siryn. The family is riding up the elevator, but it suddenly starts shaking. They think they're falling, but after a bit they realize that they're falling...up. Clay checks the elevator and all he sees is an empty shaft. It turns out that Monet grabbed the wires and used her strength to pull the elevator up and out of the building. They called it "Operation Wonkavator." Clay watches Siryn and Monet fly away with the elevator and calls someone up to let them know that they succeeded in getting the kids, which should keep them busy for awhile longer.

Who did he call? Huber! He's sitting with X-Factor in Jamie's office, and tells them at they needed be concerned with the phone call. Jamie then gets a call on his own phone and it's Layla. She reveals to Jamie what Nicole did to her, and that she was working for Huber, and suddenly all eyes are on Huber. Jamie tries to play it cool as he hangs up, but Huber knows that his plan has been blown. But that's okay, X-Factor has served their purpose. He immediately activates more of his powers, including steel skin and red eye blasts, and starts beating up Jamie, Strong Guy and Wolfsbane. He blasts Guido through the wall and kicks Jamie outside as well, using Nightcrawler's teleportation to get behind him. In narration, he reveals that he has been behind all of X-Factor's troubles so far: from giving X-Cell their weapons to being a silent partner in Singularity Investigations. He even made it so that Monet and Siryn were gone when he introduced himself. Jamie asks why he's doing this, and Huber says because they're driving him mad, and that's the simple truth. X-Factor tries to charge him, but he has used Forge's ability to create a teleporter and he sends them to some frozen, icy wasteland.

Review: This is a nice transition issue, bringing us several steps closer to the climactic battle with Huber. He finally reveals his cards as a bad guy and has quite a bit of curiosity about himself. Apparently he can mimic some of the X-Men. Quite curious. He's not especially compelling however, and there isn't much of a fight. He just turns on X-Factor and does away with them, giving us the cliffhanger.The rest of the story is pretty good. Layla's misadventures with Quicksilver are pretty tense, as is her escape and the phone call letting Jamie know the truth about Huber. It definitely creates a tense scene in Jamie's office at the end of the issue. So I'm looking forward to the climax because this was a nice set-up issue.

I'm not happy with how Cyclops and Madrox seem to dislike each other. It just feels forced, and Jamie and X-Factor are worse off because of it. They're the current flash-in-the-pan fad while Cyclops and the X-Men are eternal, it's not good to be on the bad side of those heroes with staying power. The X-Men are the best chance that X-Factor has to actually have purpose in the greater Marvel Universe, so to be at odds with the X-Men is to be at odds with moving beyond their own series. Alas. The banter between them, and including the Beast, is fun though. It's a fun cameo, even though Raimondi gives Cyclops some weird looking hair. Monet and Siryn's scene is also a lot of fun, especially the name Operation: Wonkavator. It rings with the nostalgic fun of a movie from my youth, so it provides a few giggles.