As Spider-Man and Wolverine continue their fight, the Hobgoblin intervenes by throwing pumpkin bombs at them. Even though Spider-Man stopped the Hobgoblin from continuing his attacks, he instead decides to destroy one of Landon's security cameras, and in turn prompts Lewald to inform Landon that there are mutants on his property. Landon activates a nearby missile launcher to aim at Wolverine and Spider-Man, but Spider-Man is able to get them both to safety. After being able to convince Wolverine that he wasn't responsible for Beast's disappearance, they both decide to break into Landon's building and rescue him.
Meanwhile, Beast tries to tell Genevieve that Landon is planning to destroy all mutants. But to Beast's surprise, she already knows and says that all that Landon's done was based on his early work. Beast tries to explain that he was wrong to want to eliminate his mutantcy, saying that it was his darkest regret, and that being a mutant is a wonderful experience and brought him happiness. However, Genevieve explains that nothing good can come from mutants and that they are freaks.
As Spider-Man and Wolverine make their way to Landon's lab, the Hobgoblin is able to download all of Landon's work onto a CD-ROM and deletes everything on the computer, leaving the CD-ROM as the only source of Landon's life work.
Wolverine is able to make it into Landon's lab and tries to free Beast from his cage, but the cage shocks Wolverine and knocks him unconscious. As Beast holds onto Wolverine, preventing him from falling into the mutant destroying chemicals below, Spider-Man shows up to prevent Landon from lowering them in. However, the Hobgoblin busts in and taunts Landon with his CD-ROM and tries to barter its value with him, but Landon chases after him with a laser gun. Meanwhile, Lewald, a spy for the Kingpin, calls the Kingpin and tells him what's happening. After revealing that Landon never intended to give the Kingpin an army of mutants, the Kingpin tells him to evacuate to building. Landon tries to jump at the Hobgoblin for the CD-ROM in the air, but misses the CD-Rom and falls along with it into the vat of chemicals. Seeing that he can't con any money out of Landon now, he decides to leave.
After rescuing Wolverine and Beast, Spider-Man is shocked to see that Landon is starting to transform into a mutant after being exposed to the chemicals. He starts draining energy from a nearby console, causing him to become larger, and kidnaps Genevieve as he makes his way out of the building and into the city. As Landon grows bigger and stronger, the other X-Men make their way there to help. They work together to try to use the Blackbird to lift Landon up and drain his electricity and change his physiological makeup. However, Landon is too heavy and starts to pull down the Blackbird. Genevieve stops the Blackbird from crashing by using her mutant powers. Landon transforms back to normal, but half his body still looks like a mutant. Realizing that she was the one who rescued him from before, Spider-Man, as well as Beast, thanks her for her help. Beast also tries to convince her that she's not a monster and that he'll introduce her to Professor Xavier. Before Spider-Man departs, Wolverine tells him that he's got them as friends, and that he doesn't have to handle his problems alone. Remembering this, he makes his way to see Mariah Crawford for help.