The government has given Madrox a chance to find and expose the members of the X-Cell, or the government will have to take measures inside of Mutant Town itself to bring the terrorists to light. The group is divided on how to handle the situation, and despite Layla's assertion that the problem will take care of itself, Madrox is determined that X-Factor do something.But when X-Cell does show itself, some of the members are a surprise.