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Quote1.png Your future, Caliban, holds power of a different kind. Come...your own transformation is about to begin. Quote2.png

Appearing in "Countdown!"

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Synopsis for "Countdown!"

Rusty, Skids, Boom-Boom, Rictor, Artie and Leech are out on the hull of X-Factor's newly acquired ship watching as tug boats out in the harbor unexpectedly crash into it. When the ship suddenly begins to shake, the at first blame Rictor until they realize it's the ship itself. Just when they are about to warn X-Factor, a trap door opens and they fall into the deep bowels of the ship. Inside the ship, the shaking catches the attention of Jean, Hank and Bobby. While Hank is quick to dismiss it as Rictor's powers, they realize that Leech would have nullified them if there was trouble and so Jean and Bobby go topside to investigate. When Hank tries to go with them, Bobby freezes his feet in place so that he doesn't use his powers and reduces his intelligence anymore than he already has. They find the endangered tugs and use their powers to prevent any damage. The tug operators are ungrateful for the rescue and blame X-Factor for putting the ship there in the first place. When they go looking for the kids, they are shocked when a device pops out of the ship and attempts to crush them.

At JFK Airport, Scott is attempting to get a flight to Dallas, Texas to question the Freedom Force about his wife's supposed death and see if he can learn any clues about his sons whereabout. However, a freak blizzard in Texas has grounded all flights. When Scott overhears a television report about their new ship headquarters coming to life and attacking his comrades, he leaves the terminal and requisitions a police helicopter to fly him there. While inside the ship, the children find themselves siding down a long tube, and they are all separated from Artie and locked in strange containment quarters. Boom-Boom blasts herself free and frees the others and they soon begin following mental projections created by Artie leading them to his location. While on the command bridge, Beast breaks free from the ice and smashes his way to the hull of the ship where he uses his increased strength to help Marvel Girl and Iceman fight off the various defenses that are springing up all over the outside of the ship. When they are about to be blown up by a missile launcher, Cyclops arrives and blasts it with his optic blast, and joins his teammates in fighting off the other traps.

Elsewhere, Warren arrives at the apartment of his ex-fiancée Candy Southern to find it empty an unoccupied for some time. Searching for clues to her whereabouts, he finds an envelope from Trish Tilby and a tranquilizer dart on the floor. His thoughts are distracted when he hears the action coming from X-Factor's ship. He considers going to help them for a moment and decides against it, still believing that they abandoned him to Apocalypse.

While back on the ship, Cyclops helps the others fight off the ships defenses, the whole time he and Jean are debating about Cyclops abandoning the team to look for his son, pointing out that he isn't the only one who is missing relatives and that they should work together. With the defenses fought off for the time being, Scott agrees that the team needs to count on him and that's why he came back to them. While deep in the bowls of the ship, the children find Artie and Artie shows them what they learn is the ships central processing unit. Artie detects that the ships intelligence is being kept locked up by a particular cable coming out of the device and shows them it. Rusty uses his powers to destroy the cable, and they soon learn that they succeeded in freeing the ships consciousness when it greets them.

With the ship free from the memory lock, it explains to them that Apocalypse has put in fail-safe program to activate a bomb to destroy the ship so that X-Factor could not take advantage of it. With the traps deactivated, Ship directs Cyclops and the others to the location of the bomb. Ripping it free from ship, Beast takes it and when Marvel Girl lifts him high in the air, he tosses it as far into the sky as possible where it explodes harmlessly. With the crisis over, Jean apologizes to Cyclops for snapping at him and they all agree to work together as a family. After freeing the children, the Ship asks to become part of that family, telling them that it is free from Apocalypse's control, X-Factor happily agrees. Later at a press conference, Cyclops tells those assembled of what happened and announces that X-Factor is going to continue to operate as a team, serving the good of both mutants and humans. Watching this on television, Apocalypse marvels at how X-Factor has won his newest test but muses how the children they train may find that the ship itself is more dangerous to a mere bomb. With the report over, Apocalypse invites Caliban into his labs so that he might begin his own transformation.

Epilogue: At trendy singles bar in the Manhattan's west village, a seemingly innocuous woman is picked up by a man in the bar who finds himself strangely attracted to her. The woman remarks about how she wouldn't mind having control of X-Factor's ship and invites the man home to explain why.

This story is continued next issue...

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