A mutant hate group known as the Friends of Humanity attacks an orphanage when they learn that one of the orphans, Adam, is a mutant. To save themselves from the Friends of Humanity the terrified orphans decide to turn over Adam to them. Adam begs the children not to give him to the Friends of Humanity because he knows they will kill him. Adam throws up his hands and shoots fire from them. None of the children are harmed but they all run away. Adam then climbs out the window onto a ledge. However, at that moment the X-Men, Beast and Gambit, arrive at the orphanage. Beast attempts to use his agility to get up to the ledge to save Adam. However, Adam is hit by a rock that was thrown by a member of the Friends of Humanity and falls off the ledge. As Beast attempts to save Adam, he his hit in the head by a rock and it disorients him and fails to catch Adam. However, Spider-Man swings by and grabs Adam before he hits the ground. Beast, Gambit, and Spider-Man then fought the Friends of Humanity together. When the Friends of Humanity realized that they couldn't defeat all three of them they fled.
After their fight with the Friends of Humanity, Gambit and Beast explain to Spider-Man who the X-Men are and that they were sent to protect Adam. However, Spider-Man is unsure if he can trust them and because of this doesn't want to just hand Adam over to them. Spider-Man then tells the others that his friend at Empire State University, Dr. Curt Connors, might be able to help Adam so all four of them go to ESU. However, unknown to Spider-Man or the X-Men, they are being watched by a mysterious figure.
A short while later Spider-Man, Beast, Gambit, and Adam arrive at Empire State University and are greeted by Curt Connors. Dr. Connors then puts Adam through a series of tests to measure the extant of his mutant ability to create fire. Beast, Gambit, and Spider-Man then return to the orphanage to fill out paperwork so that the X-Men will become Adam's legal guardians.
While at the orphanage, Gambit thanks the head of the orphanage, Philip, for alerting them to Adam's presence. Philip is part of the Mutant Underground which was set up by Professor X. The Mutant Underground was set up by Professor X to monitor anyone that could potentially be a mutant so that the X-Men could protect them.
Sometime later Beast returns to ESU and Dr. Connors introduces Beast to Dr. Essex who is a geneticist from Eastern Europe. Beast believes that he has met Dr. Essex before but cannot remember where.
Dr. Essex, Beast, and Dr. Connors then test Adam's power again by having him try to melt a lead bar. Adam fails to melt the bar but Dr. Connors tells Adam that that was alright because lead has a higher melting point than other metals. However, Dr. Essex traps Curt Connors and Beast inside of a force field. Dr. Essex then goads Adam to increase the heat of his powers until the lead bar melts. Dr. Connors fears that his laboratory will catch fire and urges Adam to stop. Dr. Essex then transforms revealing himself to be Mister Sinister. Mister Sinister tells Adam that he can train him how to use his powers so that he can defeat anyone that opposes him. However, Beast is able to break free of the force field and attacks Mister Sinister.
Meanwhile, at the orphanage Gambit is still talking to Philip. Spider-Man secretly listens to Gambit an Philip talk about how they need to get Adam to Charles Xavier. Spider-Man is still unsure if he can trust the X-Men and becomes worried because he knows that Adam was left alone with Beast. Spider-Man then rushes back to Empire State University to check on Adam.
As Spider-Man arrives at Connors' laboratory, Mister Sinister tricks Adam into using his fire power to attack the Wall-Crawler. Spider-Man sees that Curt and Beast are unconscious and that they are about to be engulfed in flames that were started by Adam. As Spider-Man tries to rescue them Mister Sinister notices that a big piece of machinery is hanging above Spider-Man's head. Mister Sinister has Adam melt the wires and the heavy machine falls on top of Spider-Man. Spider-Man is still conscious but Sinister punches Spider-Man so hard that it knocks him out. Mister Sinister believes that Spider-Man is a mutant so he pick him up to take him to his laboratory to be studied. Mister Sinister, Adam, along with an unconscious Spider-Man leave ESU while Beast, who is still unconscious, is left in the laboratory to be burned alive.
- Various unnamed members
- Salem Center (Mentioned only)
- Xavier Mansion (Mentioned only)
- When Beast meets Dr. Essex, Beast thinks to himself "Methinks something is distinctly familiar about the good Dr. Essex." This is a paraphrased version of a quote from William Shakespeare's play, Hamlet. The real quote is "The lady doth protest too much, methinks."
- When Spider-Man first sees Mister Sinister, Spider-Man states that Sinister looks like a "metallic Frankenstein". Frankenstein's monster is a fictional character that was created by Mary Shelley for her 1818 novel, Frankenstein. The novel was later adapted into a movie in 1931 with Boris Karloff playing the title monster.