| Synopsis
| - Cameron Hodge returns to the X-Factor Compound and is instantly bowled over by Hank, who despite being sick following a touch from the Horseman Pestilence, feels stronger than ever. Pulling Hodge away from Hank, and restraining him, they find out he has come because Warren Worthington's will is about to be read. Scott has some news for him: He's fired, because X-Factor no longer wishes him to be their public relations man because of his smear campaign. Cyclops also accuses him of being responsible for the Phoenix hologram that almost drove him mad. However, when Cameron asks for proof, they find that the computer no longer generates the hologram. Still, despite this, Scott tells Cameron to clean up his desk and get out of their building.
X-Factor is next approached by Caliban, who apologizes for not being able to be much of a help in their battle against the Horsemen of Apocalypse and wishes he had the power to fight X-Factor's enemies and power to get revenge against those who killed his fellow Morlocks. Bobby tells Caliban that when they first joined the X-Men that Professor Xavier taught them hand to hand combat and offers to teach Caliban how to fight. Now alone, Scott asks Jean what they should do about X-Factor now and wonders if they should disband, Jean tells him that they should stick together.
Meanwhile, Hank is playing chess with the kids when a news report regarding the reading of Worthington's will comes on the air. The report is by X-Factor's "favorite" newscaster, Trish Tilby, who is reporting at the Worthington Industries where pro and anti-mutant protesters have arrived for the reading. Tilby reports that X-Factor has been under a lot of scrutiny recently in light of the recent outing that mutant Warren Worthington was their financial backer, and their recent inaction in dealing with a mutant battle in Central Park. When the children bring up Angel's death, Hank suggests that Warren didn't know what he was doing when he committed suicide because he wasn't in his right mind. Hank leaves the children to ponder their next chess move while he prepares to go to the reading of Warren's will. Unknown to the members of X-Factor, they are being spied on by Cameron Hodge. As X-Factor discusses what to do with their organization after the reading they are unaware that Hodge, no longer hiding his hatred of mutants, is plotting against them. After he finishes monitoring them he picks up the phone and tells his operatives to begin provisional plans ready to deal with X-Factor if they step out of line after the reading.
At the will reading, the members of X-Factor are shocked when Warren's will bequeaths his entire fortune to X-Factor, to be administered by Cameron Hodge. Realizing they've been had and suspecting Hodge of foul play, Scott and the others refuse to work for X-Factor anymore. When they attempt to blow the lid on their operation to Trish Tilby, Hodge calls in his operatives. They arrive in giant suits of armor baring smiley faces and armed with shoulder mounted machine guns. Chanting pro-mutant slogans, these "smiley faces" fire upon the crowd for the purposes of destroying Trish's cameras. With no other choice, Scott and the others are forced to reveal that they are really mutants and fight off the Smiley Faces with their mutant powers. Over powered, the Smiley Faces flee and with the police trying to arrest Scott, Jean, Hank and Bobby, they make their escape into the sewers, leaving Cameron Hodge behind to answer to the media and spread more of his anti-mutant propaganda. As Cameron's interview appears on live television it is watched by Apocalypse and his Four Horsemen. Apocalypse finds Cameron's position on mutants incredibly hilarious, and encourages his newest addition, Death, to pay close attention and that he will soon get the chance to use his powers to attack humanity.
While at the X-Factor compound, the children -- still pouring over their chess game are alarmed by the recent news. Knowing that X-Factor would use the Morlock tunnels to return to their base, they rush down to unlock the door. When they do an army of Smiley Faces burst through the door, having come to capture the children.
This story is continued next issue....
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