Rahne has a dream where she and Havok are in a “Wayne’s world”-scenario. She is woken up by Val Cooper, who tells her that Polaris is awake. Polaris has a broken jaw and has various other injuries. She tells them that her assailant told her not to protect Marilyn Maycroft, though she has no idea who that might be. Guido then fills her in that protecting Maycroft is X-Factor‘s next assignment: Marilyn a.k.a. Shrew is a member of the Hell’s Belles, a group of drug enforcers. Shrew agreed to testify against the group’s employers. Polaris tells them to go ahead with the mission.
In Maine, Rhapsody is imprisoned, but Jamie tells her that he and Quicksilver will prove her innocence. Outside Multiple Man tells Quicksilver that she probably won’t get a trial, so that they have to help her. They go check out Dick Roper’s office, suspecting him of having killed his partner, so that he gets their business for himself.
Elsewhere, Hell’s Belle Flambé tortures a thug to find out Shrew’s hiding place. She kills the man after that. Her mysterious boss tells her that he took out Polaris because she was the most dangerous to him.
Back in Maine, Dick Roper is deeply offended by the accusations Multiple Man makes against him. In jail, Rhapsody uses the music a prison guard makes on his harmonica, to ensnare the guard. Madrox tells Roper that he will see a lot more of him.
In the Barclay hotel, Shrew is being guarded by the rest of X-Factor. When room service arrives, Wolfsbane spots the transparent Hell’s Belle Vague. Wolfsbane and Havok chase her, while Strong Guy stays behind to guard Shrew. Vague is assisted by Flambé.
Meanwhile Roper files charges to Madrox for harassment, Madrox’s dupes have been following him everywhere. The police agrees to call off Madrox and Quicksilver.
Back in Virginia Havok and Wolfsbane fight Vague and Flambé, while the other Hell’s Belles, Tremolo and Briquette, enter the hotel room through the wall. Strong Guy fights Briquettes, but they burn through the floor thanks to Briquette’s powers. Shrew turns into a rodent-like creature and fights Tremolo, the group’s leader. In the basement Strong Guy is poisoned by Cyber, the group’s mentor. Cyber tells him to turn over Shrew or otherwise he won’t give Strong Guy the antidote.
