Rusty and Skids greet X-Factor on the helipad as they return from San Francisco with Rictor. They heard Iceman’s speech on television and thought it was great, but grow concerned when they see Bobby is frozen solid again.
Jean telekinetically lifts Iceman and Beast carries Rictor inside, while Cyclops asks the kids to settle down. Skids and Rusty question Scott about Bobby freezing the building in San Francisco and Rictor shaking it apart.
Scott warns the kids to stay back, as Bobby is as cold as dry ice and touching him will pull their skin off. Skids reaches over and helps Jean with Bobby, as her force field protects her from his frigid form.
As the group enters their headquarters, Cameron Hodge welcomes them home. A nervous Rictor asks who Cameron is and Hank tells him Cameron is X-Factor’s public relations director. He’s intellectually dangerous, Beast says, but physically Rictor is safe enough.
Inside, Skids places Iceman flat on the floor and Rusty uses his flames to melt Bobby back to his human form. Shaken, Bobby thanks Rusty and jokes that when he said they should keep Rusty around to melt his ice masses, he didn’t mean HIM.
The stress of the deep freeze causes Bobby to keel over and Jean barely catches him with her telekinesis. Touching her fallen friend’s forehead, Jean asks Scott what has happened to Iceman.
Scott surmises that Bobby’s powers were changed somehow and Hank will try and analyze it. He tells Jean not to worry, but sarcastically notes that she is shivering and sopping wet. Isn’t rising from the ashes more her specialty?
Jean flashes Scott a stunned look, while Cameron looks on, smirking. As X-Factor leaves to take Bobby and Rictor to the infirmary, Skids comments on Scott’s strange behavior and wonders what he meant by “ashes”.
Rusty figures out that Scott was talking about Phoenix and Skids wonders what the energy creature has to do with Jean. Suddenly, Skids feet fly out from under her as she slips on the floor.
Rusty jokes that her force field is slippery when on and Skids replies that she always seems to be falling for him. Rusty says that it’s a good thing that they learned to control their powers and kisses Skids. Skids responds, but suddenly slams her force field back up. She worries that their relationship will tragically be like Scott and Jean’s turned out.
Rusty replies that it’s not likely that Skids will have some energy creature bury her in suspended animation and take her place. Nor is it likely that Rusty will marry somebody who looks just like Skids because he thinks she’s dead, only to have Skids turn up alive and the girl he married get killed!
Rusty thinks that it is no wonder Scott is a nut case and Skids agrees. She thinks it is like Scott blames Jean for everything, that he loves her but also nearly hates her.
Skids is afraid that if it could happen to Scott and Jean, it could happen to them and perhaps they should just be friends. Rusty strongly disagrees and thinks they should talk to Hank, that with so much bizarre stuff happening, maybe Hank can sort it out.
In Rictor’s room, Hank tells him that he just has a cot to sleep on for tonight, but they will get him some proper furniture and clothing tomorrow. Rictor, swimming in a pair of Hank’s pants, notes that sleeping on a cot is better than what he normally sleeps on.
Hank does a back flip out the door and lands flat on his back in the hallway. Rusty and Skids rush to his side, telling him that Boom-Boom has run away, Scott has been talking to thin air and Cameron Hodge is making weird phone calls!
Hank cuts Skids off mid-sentence, telling her that he will locate Boom-Boom and discuss Hodge’s intolerable ad campaign with Scott tomorrow. Hank leaves and Skids and Rusty head in to greet Rictor.
Rictor mistakes them for members of X-Factor, but Rusty assures him they are just kids like him. He tells Rictor X-Factor rescued them as well and they are learning to control their powers.
Rictor thought X-Factor were human mutant-hunters, because that’s what the television ads said. Rusty explains that is just their cover, but it’s not working. Skids guesses that is maybe why Scott is acting so nuts, as he’s not normally like this.
The next morning, Scott and Rusty practice in the training room. Scott uses his optic blasts to knock canisters into the air and Rusty tries to ignite them with his flame powers.
Scott congratulates Rusty on coming such a long way with his abilities. Scott’s old teacher, Professor Xavier, used to tell him that mastering your powers wasn’t enough, though, and you need to learn to think and use those powers responsibly.
Speaking of being responsible, Rusty tells Scott that he and Skids like each other a lot and wondered if Scott and Jean had ever…you know…when they were younger. Outside the training room, Jean is passing by carrying Rictor’s new bed and overhears the conversation.
Scott tells Rusty that he and Jean were very much in love, but things were different back then. They were being trained for combat and Xavier would have frowned on any “extracurricular activity”, or at least Scott thought he would.
Scott thinks perhaps he was wrong, that it was just an excuse not to get close to Jean. He spent his adolescence worshipping Jean in tortured silence. Their time for love didn’t come until they were older, Scott explains.
On a butte in New Mexico, he and Jean were talking and she was scolding him for always brooding. Jean pulled off Scott’s ruby quartz visor, because she wanted to see his face. He yelled at her, as without his visor his deadly optic blasts would be uncontrolled.
Jean told him to open his eyes, as she was telekinetically keeping his optic blasts in check. Scott opened his eyes and the world was someplace wonderful.
In the hallway, tears run down Jean’s face as she listens to Scott’s story.
Rusty is amazed by the story and can’t believe Jean’s telekinetics are strong enough to hold back Scott’s blasts. Scott stammers, broken from his reverie, that it was Phoenix who was strong enough…Phoenix did it. A loud crash sends Scott and Rusty rushing to the hallway, where they find Rictor’s bed smashed and Scott yells out for Jean.
In his media complex, Cameron Hodge watches the events unfold with glee. Scott and Jean are right where he wants them and he plans more holography and a interview with Scott concerning his advertising policies.
Soon after, Scott meets with Cameron in his office. Cameron tells Scott he understands the concern over his advertising policies, but wants to show Scott why he is pleased with the way things are going.
They head to the training room, where Rictor tries to shake Hank off a pole. Cameron notes that without the ad campaign, they would never have been able to rescue Rictor. Scott’s concern is they are making ordinary people fear mutants more than ever.
Cameron replies that is nonsense, that humans have always feared mutants but his campaign has brought their feelings out into the open where they can deal with them. Cameron thinks that the death of Scott’s wife has left him irrational and hasty, and having Jean around must be a constant reminder.
Meanwhile, Rictor starts to shake uncontrollably as he hears Hodge’s voice. Hank yells for Rictor to stop as Hodge continues his sly attack on Scott. Cameron notes that it is remarkable how Scott could find three women in his life with such an uncanny resemblance to each other, but then again, Phoenix wasn’t exactly a woman.
Rictor’s tremors knock Hank to the ground, but Hank is unharmed. He tries to get Rictor to calm down, but the boy is shaking uncontrollably.
Cameron notes that it’s odd how these redheads have existed serially - Jean, Phoenix, Maddie, then Jean again. Scott is baffled as to how Cameron knows so much about him and Cameron explains that it’s all in the computer, along with everything known about all of them. All you need to do is look it up, Cameron says.
Suddenly Rictor flees from the room and Scott takes off after him, afraid he’ll shake the building apart. Bobby and Caliban approach Hank and Cameron, who asks Hank to locate Boom-Boom.
Hank replies that he was planning to look for her and Bobby volunteers himself and Caliban to help. Hank protests that Bobby is ill, but Bobby snarls that he is sick of Cameron Hodge and his anti-mutant mania and wants to find Boom-Boom as a fellow mutant, not a mutant hunter
Scott follows Rictor to his room and asks him what happened back in the training room. Rictor says it was nothing and he’s just rotten at using his mutant power. Scott notes that Rictor was doing fine until he noticed Hodge and asks what is frightening him.
Rictor uses the excuse that he doesn’t like an audience, but Scott doesn’t buy it and wants to know why seeing Hodge upset him. Rictor replies that it wasn’t looking at Hodge that upset him-it was his voice! Cameron’s voice is cold and sounds like the voice of the Right’s leader, the men who tortured Rictor.
Jean walks into the room to investigate the shaking and sees Scott with his hands on Rictor’s shoulders. She assumes he is harming the boy and tells him to leave Rictor alone.
Furious, Scott asks Jean what right she has to question him about anything. Artie and Leech walk into the room and the shaking abruptly ceases. Rictor asks what happened and Jean explains Leech’s ability to dampen powers, as Scott storms out of the room.
Jean asks Rictor to look after Artie and Leech for a few minutes, as Rictor could use the company and Leech’s power will help calm him down. Jean then heads off in search of Scott, tired of his insinuations and moods. She doesn’t understand what has happened to change Scott’s feelings towards her but she intends to find out and have it out with him, once and for all!
In his penthouse suite, Scott uses the computer to look up information on Hodge. An image of Phoenix appears on the screen and Scott cries out her name. The image replies that she is Jean-Phoenix-Maddie-Jean, to name her thoroughly! Jean is the Alpha and the Omega - the beginning and the end.
Phoenix rises from the computer screen, hovering over Scott. He yells for her to keep away and she doesn’t understand that he loves her. Phoenix replies that love is mostly an illusion - hasn’t he found it to be so?
Scott trips over a chair and falls to the ground, crying out that Phoenix is an illusion, a figment of his imagination. He starts to think he is going mad and wonders how she can hate him so much to do this to him.
The image of Phoenix floats over to the door, taunting Scott that when he couldn’t save Jean, he took Phoenix and when he couldn’t save Phoenix, he took Maddie. Now that he has been unable to save Maddie, Jean is back, which is the biggest illusion of all!
The door swings open and Jean walks in, the image of Phoenix fading into her. Scott cries out to Phoenix and a confused Jean tells him she’s just Jean and why won’t he believe her?
Scott replies that she just told him who she really is and asks if she thinks he is stupid. Raging, Scott roughly grabs Jean and yells that she let him believe he’d killed her and let her die three times, and each time she returned to haunt him.
Jean cries that she never died, that he never killed anyone and pleads with him to let go of her. Scott can’t understand why she wants him to let go - doesn’t she know he loves her?
Angered, Jean demands he let her go and hurls Scott across the room with her telekinesis. Scott slams into the desk and Jean taunts that he can’t stand plain, ordinary Jean.
Hearing the crash, Skids rushes into the room and is shocked to see Scott and Jean fighting. They scream at her to get out and she runs away, unsure who to get to help as Hank and Bobby are gone and Hodge is useless.
Scott tells Jean that he wants her and loves her, just as she is. As Scott fires an optic blast at Jean, he says they’ll forget about Phoenix, as Phoenix destroys. Jean ducks out of the way of the blast and it smashes a hole through the penthouse wall.
Scott unleashes another blast, causing the ceiling to cave in. Jean grabs the falling pieces, yelling that with all her power and majesty, being with Phoenix must have been like loving a goddess.
Jean launches the pieces of the roof at Scott. Phoenix imitated her, took her likeness, and Jean is angered that Scott is making her feel like the counterfeit. She knows whom he really loves, but Scott interjects that he loves her.
Jean pulls the carpet out from under Scott and tangles him in it. Jean reminds him about the butte in New Mexico and that it is Phoenix he really loves. Scott cries that Jean is tearing him apart and she can trust him.
Jean dives through the hole in the wall out onto the roof, narrowly missing being hit by an optic blast. Jean scoffs that Phoenix stole him from her, stole her very identity and Scott went gladly, so how can she trust him?
Now that Phoenix is gone, Jean thinks Scott is trying to turn her into Phoenix, but Jean won’t do it. She won’t become the Phoenix for him, or for anyone, and she telekinetically slams him against the helicopter on the helipad.
Jean rushes over to make sure Scott is okay, but he fakes her out and grabs her. Scott says he saw what she did in San Francisco and he knows what she did on the butte. He can prove she is Phoenix, and Scott pulls off his visor.
Scott stares at Jean with his naked eyes and cries out that she did it, she held back his optic blast! He babbles that it proves she is the Phoenix, that he didn’t let anyone die and that she rose from the ashes.
Jean starts to cry and replies that she is not Phoenix, no matter how much he wants it. Jean hates Phoenix and is frustrated that Scott can’t understand that it wasn’t her.
Scott again points out that holding back his optic blasts prove she is Phoenix, when a voice from behind calls out “no powers”. They turn around to find Leech standing there with Rusty, Skids and Artie. Leech’s power damping abilities are the cause for Scott’s loss of his optic blast, not Jean.
Scott looks shocked and Jean tells him Phoenix was never Jean and she was never Phoenix, but for his sake she almost wishes she could be. Leech hands Scott his visor and Scott berates himself for acting insane, as he could have killed Jean if Leech hadn’t been there.
Scott cries that another person he loves would be dead because of him. The only thing the computer would give him was Phoenix, so he thought Jean was trying to tell him she really was Phoenix.
Rusty approaches the computer and suddenly the image of Phoenix appears. Scott and Jean rush over and Rusty tells them it’s a hologram. Rusty asks who could have done something like this and Scott answers him-Cameron Hodge!
Meanwhile, high over Manhattan in a hidden fortress, Warren Worthington wakes up. He sees Apocalypse standing over him and asks why Apocalypse saved his life instead of letting him die.
Apocalypse replies that Warren is valuable and he can help Warren get revenge for what was done to him. With his regenerative technology, derived from his own malleable cells, he can restore Warren’s wings, but the pain will be terrible.
Warren says he can bear anything to be able to fly again and starts to scream as Apocalypse starts the procedure. Apocalypse tells him to focus on the pain, on destruction, anger and death. Warren can use it to be forged into a weapon and he will be Death, the fourth horseman of Apocalypse!