The X-Men had finally discovered that Factor Three is in Europe, along with Professor X and probably Banshee. But since Professor X's jet has no fuel, and they have no money to fly to Europe, they try to work and win some by different ways.

While trying to make the money they encounter Mekano, a strange guy in a suit intent on destroying the Central Library. After defeating him and saving the library, they receive a reward from the library owner - and Mekano's father - and finally can go to Europe. As they board the plane, a mysterious Factor Three mutant watches and vows they'll never arrive alive.

This issue is the first appearance of Changeling, as a member of Factor Three.