X-Factor battles the Avengers...or do they?
Mayor Ed Koch holds a press conference to publicly thank the Avengers for their donation of former location of the Avenger mansion to the city. From the shadows, disguised figures mock the Avengers and make a move that they hope will ultimately lead to Thor's downfall: they shake hands with each Avenger. The retire to a secluded area and teleport to their alien spaceship above Earth.
Lord Zano, leader of the Xartans, confirms that his charges have indeed returned with templates of the Avengers. He then instructs the four Xartanians to change their form into perfect replicates of the Avengers. They do so and their technology replicates the weapons of the Avengers. Zano swears vengeance on Thor and reaffirms his desire to take over Earth. His musings are interrupted as the fake Black Knight spots another spaceship nearby.
The ship belongs to X-Factor. They are returning home. Beast is in a coma and Iceman is distraught that it was his actions with Infectia that caused Beast's problems. The team bemoans their condition but are interrupted by Ship telling them that Thor is inbound. Thor crashes through the ship and beams the rest of the Avengers in.
Elsewhere, Boom Boom confronts her young friends about the misuse of her property when Ship blockades the young mutants to the room. X-Factor placed the order to keep them safe while they investigated why the Avengers would break into their ship. They enter a large room and confront the Avengers. The Avengers attack immediately and X-Factor takes it easy, as they still want to figure out what is going on.
The young mutants, however, see Dr. Druid on television and realize that the Avengers in the ship can't be the real Avengers. Boom Boom blows a door open and the young mutants attempt to join the fight. They meet several obstacles and overcome them all until they reach the final door to the battle. Ship explains that he cannot let them join the fight because he has to repay X-Factor for not following their last orders, which got Beast severally impaired. Rictor is finally able to reason with Ship that sometimes orders are wrong. Ship reluctantly opens the door.
While the young mutants were attempting to join the fight, Lord Zano waited in the shadows and observed X-Factor. He transformed himself into a being that could combat each person perfectly. The fight becomes more brutal until the young mutants finally join the fray. Zano is overcome because he does not know enough of the new fighters to properly combat them. Also, Leech attacks him and drains his powers. The tide quickly turns on these fake Avengers and Thor is the only one left standing. Boom Boom comes up with a strategy to take him down, however, by tossing one of her bombs on his returning hammer. He is blasted into submission.
X-Factor places the Xartans in stasis. The young mutants are applauded for their work and Cyclops and Jean decide to put the youth in a public school.
In another place entirely, Cameron Hodge meets with N'astirh, a demon in need of powerful infants to help him open a portal from Limbo to Earth. Hodge knows where infants can be found, but he wants to be invulnerable to his enemies. The two strike a deal.