Plot
N'Astirh and his demons arrive on Earth to gather thirteen babies to fuel an infernal spell which will allow him to wrest control of Limbo from S'Ym. X-Factor disperses the children in their charge. Rusty turns himself over to Naval authorities. Boom-Boom, Skids and Rictor enroll in prep school. Artie and Leech are sent to boarding school. They meet a wheelchair bound Asian boy who can make wonderful inventions with his mutant powers. When demons abduct Artie and Leech, mistaking them for babies, Taki contacts the X-Factor kids for help. They bust Rusty out of prison and mount a rescue.