Inferno is under way and the streets of Manhattan are beset by demons and madness. One small demon, Crotus, Nastirh’s servant, goes through the streets sulking when suddenly his dream comes true. Ignoring the unconscious Nightcrawler on the ground, he only has eyes for Phoenix, who has been transformed into a department store bridal mannequin.
Crotus grabs her, gloating that Nastirh sacrificed everything to possess the power of the Goblyn Queen because of Madelyne’s small link to the Phoenix. Now Crotus has the real thing at hand! Gleefully, he announces that, with the sorceries in N’astirh’s grimoire, he can bind the Phoenix to his will and, with that power, he will rule everything! He grabs a top hat to get into the mood.
On the streets, some youngsters are running for their lives from flying demons. One of the kids compares them to the harpies from the movie “Jason and the Argonauts.” That moment, film strips emerge from a cinema and draw them into the movie theatre. Currently, running is Teenbimbowargoreshocker 23, with Brian Braddock playing Fast Buck and Kitty Pryde unfortunately being the victim. While his friends are panicking, the more philosophically bent Zeke explains their situation as the reverse of the “The Purple Rose of Cairo” where characters step out of the screen whereas they are dragged in.
They land in the desert scene. Kitty asks “Fast Buck” Brian if they can talk. They are still pals, right? Training his really big gun on her, he announces that she is challenging the might of the Goblin Princess. And the penalty for that is death! Luckily, Kitty phases through the fire, but realizes she has to protect the people behind her.
She kicks Brian in the leg but he brutally grabs her hair and pulls her up by it. Quickly, she phases through him, throws him down and threatens him with a knife. Suddenly his old self once more, he asks if she is going to kill him. Kitty realizes she also got caught up in her role. This is scary, she announces as she drops her knife.
That isn’t scary, Brian replies, this is scary! as he changes into a slasher movie villain monster. Kitty in turn has changed into her own private nightmare – a cheerleader.
Elsewhere, a living garbage truck gathers up a bit of “garbage” (namely the unconscious Nightcrawler) and swallows him. He lands among more victims. When they get a good look of him, they believe him to be a demon and pummel him. He does his best to dodge them and explain he is a mutant (not much better), as human as any of them. All the rollicking gives the truck a tummy ache and he vomits his victims out. The others run and only Kurt remains behind, refusing to believe any of this.
Meanwhile, Kitty is running through a dark school locker room, completely panicked the monster will kill her. She tells herself to get a grip, but is scared out of her mind, again acting out a role.
She gets a good look at the lockers, each bearing the name of students of Xavier’s School. She hears a voice calling her name from Doug Ramsey’s locker. She phases her hand through the lock and opens it. Inside the locker, she finds Doug Ramsey hiding. He tells her to hide in her own locker.
Kitty refuses to accept this movie fantasy. Then she hasn’t anything to worry about, a voice from behind gloats, as “Slasher Brian,” carrying a weapons cache titled “property of Xavier’s school for mutilated mutants” announces. He’s the custodian. It’s his job to keep Xavier’s spotlessly clean. He unsheathes his knife-like fingernails. Can’t have his floors cluttered with them naughty school brats.
Despite herself, Kitty panics as she runs away. He unnaturally extends his arm and slashes her back with the knives. Kitty realizes something is very wrong. Her natural state should be being intangible. But Brian hurt her. She runs while he gives chase.
Meanwhile, elsewhere, Nightcrawler has withdrawn to a rooftop where he tries to make sense of things. They followed Rachel, who came here because of a cry for help from her baby brother, he recalls. They found an Empire State Building grown miles high. People turning into demons, trucks into monsters. Even Meggan has been affected, her humanity stripped from her by the demon N’astirh, who christened her his “Goblin Princess.” No sign of the others. Lord knows what happen to them. Way this night goes, probably nothing good, the stone gargoyle next to him remarks.
Kurt is taken aback, then notices he isn’t like the others, attacking the city. They are demons, he is a gargoyle, he explains. They are from out of town. Even if that were their nature, you don’t harm where you live. Kurt excuses himself, he is needed. The gargoyle calls after him he’s seen a lot of superheroes, but he is definitely one of the cutest!
Further below, Kurt sees a young woman attacked by a mannequin and dashes in to save her. She explains she works at Bloomingdales and the mannequins came alive and started switching places with staff and customers, turning them into mannequins.
Nightcrawler and the woman run into the still open “Forbidden Planet,” store, where a display of an alien landscape has actually turned into the genuine article. The people take up sci fi weapons, which have turned real as well. As the mannequins come attacking through the windows, the nerds fight back and successfully shoot the mannequins. Unfortunately, they put themselves together again any which way, getting ready for a second attack.
Meanwhile, Kitty still runs blindly through the hallways, entering a room where the Goblin Princess and her janitor are already waiting and dead X-Men hang from the ceiling. Her friends are waiting, Meggan gloats. Right, her friends! Kitty shouts angrily, and she won’t let her make their memory an obscenity!
Unlike Meggan, Kitty doesn’t even notice as her left arm suddenly turns to armor. The Goblin Princess casts a spell and, suddenly, the surroundings have changed, Kitty is dressed in an elegant ball gown. A big band is playing and Captain Britain, dressed in a tux, taps her on the shoulder, asking her for a dance. As they dance, he moves faster and faster, forcing Kitty to match his pace. Meggan plans to have her literally dance herself to death.
Back at “Forbidden Planet,” the firefight is still going on. Nightcrawler notices that one of the dummies is wearing Rachel’s costume and now realizes why he saw Rachel standing lifeless in the window of the bridal shop. He grabs the mannequin, figuring to bring the two together to reverse the process. However, given the spikes of the costume, it is hard to hold onto her. Other dummies are closing in on him when Kurt finds himself being dragged upwards by the friendly gargoyle.
Kitty is holding her own dancing while Cap, who should have far more stamina, is sweating and finally breaks down. Kitty wonder why he is exhausted and doesn’t believe that is part of Meggan’s plan.
The Goblin Princess drags him back on a chain, announcing he always fails her. She warns Kitty her luck won’t save her forever!
Meanwhile, Crotus has dragged Rachel to a chapel and found a demonic reverend to do the honors and marry them. Energy begins to swirl around them as the ceremony starts.
Meanwhile, Meggan is sitting in her castle, Brian at her feet, when Kitty enters, covered by a cloak. Meggan orders Brian to get her the soul; the rest is his. Kitty drops her cloak to show she is covered in armor. In her hand, she holds the Soulsword, the sum and substance of Magik’s arcane might. She strikes Brian with it and frees him of Meggan’s enchantment. She hopes she hasn’t done worse.
Kitty recalls the sword and armor manifested themselves the moment she appeared before the castle, but the last time that happened was when llyana was murdered by the Beyonder! She wonders if something has happened to Illyana. Not her too, she prays. Wasn’t losing Doug and the X-Men enough?
She attacks Meggan, who counters with spells, turning Kitty into a cat-like demon. However, Meggan is weakening and Kitty throws the sword at her.
Meanwhile, in the maelstrom, Nightcrawler stops the priest and grabs the spellbook, kicking away the demon. He and the gargoyle throw the mannequin and the spellbook into the maelstrom surrounding Rachel. A moment later, the Phoenix effect rises and Rachel stands restored.
Nightcrawler crouches sadly before the remnants of his gargoyle friend.
In the meantime, the bystanders run out of the cinema. On the stage, Cap, Meggan and Kitty are left. Meggan is ashamed while Brian assures her he knows it wasn’t the real her. Kitty doesn’t tell him he’s wrong, but thinks those were pieces of them. She sees his broken helmet. She cut him with the Soulsword. Was that part of the film or something more?
On the streets, Crotus looks for his master in vain…