The young teenage girl named Layla Miller looks up at the beautiful, blonde woman dressed in a white outfit and white cape, asking her who she is. The woman introduces herself as Emma Frost, Headmistress of the Xavier Institute for Higher Learning. Surprised, Layla asks Emma if she is an X-Man. Emma confirms this. Layla then looks around at the giant brain above her and the amazing bright colors all around her as she stands in midair with Emma Frost. Layla cannot help but ask where she is. Welcome to your head, replies Emma.
Layla is confused as she looks around, but Emma explains that this is just a visual projection of her psychic self. Layla is confused, but goes along anyway. Emma continues and explains that she is using her mental powers to try and figure out how Layla does what she does. Confused once again, Layla asks what she does. Emma tells Layla that she is a special girl and Emma is curious as to how she has the ability to unlock someone else’s deep unconscious with her… suddenly Emma discovers something that confuses even her. Scared, Layla asks what is going on.
Emma begins to speak of Layla’s psychic powers, but trails off. Layla once again asks Emma what is going on. Emma stares off at the projection of Layla’s brain and tells her that her powers are psychic, but they are not psychic at the same time. They are not psychic like Emma’s and they are not like anything she has ever seen. Nervous, Layla asks what that means. It means you’re a conundrum, replies Emma. Is that good, asks Layla. Rarely, replies Emma bluntly, but, hey, you never know. As Emma flies over Layla’s brain, the young girl tells the headmistress that she is a burst of sunshine.
Emma informs Layla that she needs her to trust her and to grow up a bit faster that she might have wanted to. The world has been screwed over worse than it has ever been and it is all because of a mutant. It is all because of a selfish, deluded mutant. In Layla is a power to band together the heroes of an entire world so they can at least try to put it back. Layla stops in her tracks, shocked, and just stares at Emma. Emma tells the girl that there is good news. She will be with Layla the whole time. She will not be alone in this.
Layla asks why her. Emma retorts with her own question, asking why is the sky blue. Layla asks Emma if she can do it. Can she and her friends put the world back? Emma gives Layla a worried look, which is all Layla needs to be scared. Emma tells Layla that they should join the others again. She is needed. Emma then touches Layla on her forehead, sending them back to their bodies on the corporeal world.
Layla opens her eyes and sees Emma, wearing her normal business suit, before her. She hears Wolverine tell Emma that he is there. I know, replies Emma. As Layla slumps on her chair, still dizzy from her astral plane journey, she hears the door open and a pair of keys fall the ground. Scott Summers, returning from work, stands in the doorway to see his wife, Emma Frost Summers, alone with head of the S.H.I.E.L.D. Red Guard Unit, Wolverine, and Human Resistance members Luke Cage, Marc Spector, Danny Rand, Felicia Hardy, Hawkeye, Cloak, Lin Sun, and Bob Diamond.
“Uh…” says Emma, “Hi ‘honey.’”
“Hey, bub,” says Wolverine.
Confused, Scott asks his wife what is going on here. Emma ignores her “husband” and tells Layla to do what they were talking about. This man is Scott Summers. Layla needs to relax to Emma can help her. All Layla must do is focus on Scott. Focus, repeats Layla. Emma telepathically speaks to Layla again, repeating that she should focus.
Suddenly, Layla’s eyes bust with green energy, which scares her. Simultaneously, Scott’s eyes also glow green. Shocked, he falls against the wall. Emma, worried, tells Scott to hold it together. Everything is ok. Scott suddenly makes a disgusting throat sound and covers his mouth with his hand. He then throws up in front of Luke Cage and Wolverine.
Scott sits against the wall as Emma leans by him. Scott repeats “oh no” over and over. Emma, trying to make light of the situation, pretends that Scott is disgusted with his marriage to Emma in this reality and jokingly asks why they of all people married. Scott ignores her joke and asks if this is truly done to the whole world. How could Magneto have done this to the whole world? He then asks Emma and Wolverine where the Professor is. Wolverine tells Scott that they haven’t found him yet. He has been to the school, but it isn’t a school anymore. Everyone else is scattered and they can only find a few of them. Scott, taking on the role as the powerful leader, stands and loosens his tie. With the most serious of looks on his face, he asks whom of their allies they can find.
Downtown, New York, world famous actor and scientist Peter Parker walks down the streets with his son, Ritchie. Suddenly, he hears someone call his name. He turns to see his wife, Gwen Stacy-Parker, and his Uncle Ben and Aunt May. Seeing how Peter was going the wrong way, Gwen asks if he forgot his wallet. Maybe, replies Peter.
Gwen takes Ritchie from Peter and tells him that they will wait for him. Ben hears this and tells Gwen that he has money on him, but Gwen smiles and reminds him that Peter likes to have his own. A bicyclist comes by and tells Spider-Man that he is the man as Ritchie tells his father that he is funny. Peter smiles and tells his loving family that he will be back in two seconds.
However, when Peter turns, he finds himself in front of a group of people, including a man dressed in a purple outfit with a bow, a black man in a blue cloak, and a blonde woman with a young girl among many others. Confused, Peter asks them if he can help them. Sorry, says Layla, as he eyes burst with green energy, simultaneously with Peter’s.
Suddenly, Peter Parker has a wave of suppressed memories flood him, as he remembers everything from his past life. He is confronted with images of Flash Thompson, the first time he saw his body after being bitten by that radioactive spider, the Kingpin, the Green Goblin, the Lizard, J. Jonah Jameson telling him that Spider-Man is public enemy, Venom, Doctor Octopus, his marriage to Mary Jane Watson, his Aunt May… and worst of all… the death of his “wife,” Gwen Stacy.
Peter falls back onto a car screaming for Layla to stop it. Reeling in emotional pain, he falls onto the hood of the car. Gwen, seeing this, rushes over with Ritchie to her husband, asking Peter what is wrong. Peter looks up at Gwen with horror and fear, as he suddenly has a flashback to the moment she died and the sound as her neck snapped as he caught her with his webbing after she fell off the bridge. Wolverine comes over to Peter and tells him to take a deep breath, but Peter screams no and pushes away. Uncle Ben arrives, and Peter becomes teary eyed to see his dead Uncle. Screaming no once more, he leaps over the car and up a skyscraper away from everyone.
Gwen passes Ritchie onto Uncle Ben and screams at Wolverine, demanding to know what he just said to her husband to make him act like that. Emma Frost, however, intercepts Gwen and telepathically orders her to play in the park. She adds that Gwen should have a nice day. Telepathically controlled, Gwen, Ben, and May head off to the park.
Luke Cage, his memories restored permanently thanks to Layla sometime at the Summers residence, along with everyone else but Hawkeye’s, tells the others that that was awful. Cloak looks out at Gwen and asks who she is. Cage replies that she is Gwen Stacy. She died years ago. Saddened, Layla apologizes. Emma consoles Layla, telling her that it wasn’t her fault. Scott looks up at the skyscraper and asks who wants to speak with Peter. Wolverine looks up and volunteers.
Atop a building, Peter Parker collapses and screams in unimaginable anguish, while Wolverine watches. With tears streaming from his eyes, Peter asks Wolverine to tell him that this is all a trick. Please tell him that this is a trick by Mysterio, or perhaps that he has snapped. Just tell him that it is him. He can deal with that. Please tell him that this really isn’t happening. Sorry, says Wolverine.
Confused, Peter asks Wolverine if he has this too. Does he also have memories atop of memories? He has memories of things he did atop memories of things he didn’t do. He can’t even think straight, and he can’t… Suddenly, he stops and utters the name of his real wife, Mary Jane. Peter then rubs his head as he remembers that he has a son.
Wolverine tells Peter to get up as they have things to do. Peter, however, doesn’t and tells Wolverine that this wasn’t in the brochure. He was supposed to get super powers and fight bad guys. This, however, wasn’t in the brochure. How much crap is he supposed to take in his life? Not having time to deal with this, Wolverine tells Peter that they have a lot to do so can he get his act together?
Peter turns to Wolverine and asks how Magneto did this. How did he and Wanda get into his head and do this to him? Wolverine looks away and tells Peter that it isn’t just him affected. Peter asks Wolverine what he woke up from. Looks like I always wanted to be Nick Fury, replies Wolverine. “Sorry,” says Parker.
Peter looks at Wolverine angrily and bitterly and swears that he thinks he is going to kill them. He is going to kill Magneto and his stupid daughter. He is going to kill them with his bare hands. He isn’t going to be able to stop himself. Don’t worry, replies Wolverine. Peter won’t get the chance, because Wolverine will have already done it.
Soon, in Cincinnati, Ohio, schoolteacher Kitty Pryde packs up and leaves her school for the day when she hears a voice in her head call her name. She turns and with a flash of green energy in her eyes she remembers everything.
In Greenwich Village, New York, psychiatrist Dr. Steven Strange closes his office and checks the time outside. A voice calls him and, before he can even see the little girl near him, he is overcome by a green energy in his eyes.
The next stop is Washington, D.C., where Captain Marvel, a.k.a. Carol Danvers, signs autographs for her fans. In the middle of this, however, she hears someone call her name, and in seconds she is hit with a green flash of energy in her eyes, and she remembers her days as Warbird and Ms. Marvel.
In Chicago, wealthy businessman Tony Stark is surrounded by the paparazzi as they snap pictures and question him on his ties to the Iron Man and the Human Resistance Movement. What does he think of recent allegations towards his company? Does he know who Iron Man is? Before Tony can defend himself, he too hears a voice and is overcome by the green energy in his eyes.
Back at Hell’s Kitchen, New York, lawyers Jennifer Walters and Matt Murdock leave court. Jen jokes with Matt and tells him that he said he would buy drinks if she won the case. Matt smiles and jokes that she needs to prove that in a court of law. Suddenly, a telepathic voice calls their names and, in a flash, they remember.
The next stop is the Bronx, where an old retired Steven Rogers leaves his apartment. Emma Frost doesn’t bother calling out to the man and instead orders Layla to power down. They are not waking him up. Scott is shocked at the sight of Captain America. Emma tells him that he is a hundred years old and was never frozen in a block of ice during World War II. It’s in all the textbooks, says Cloak to Emma, reminding her that this shouldn’t be a surprise. Emma tells him that she had to see it for herself. He is of no use to them like this. Wolverine agrees. They should go. It is sad, though. They could have used him.
In an unknown location, the heroes gather in what seems to be a dark apartment or office. Emma Frost leads the briefing and informs them that Magneto has convinced or forced his mentally ill daughter to turn the world over in his image. He has also been able to betray his friend, Charles Xavier, by drugging him or somehow coercing the most powerful mutant mind in the world to dig into their heads and give them their greatest desires. She then asks if there is anyone in this room who has denied what she has said. As Bob Diamond peers out the window for any trouble, the room remains silent. No one digresses. However, there is one dissenter.
Emma Frost turns to Hawkeye, the only people whose memories have not been restored, and tells him that the only way he will believe is if they let Layla do to him what she did to them and unlock his memories of the life before this one. Cage turns to Hawkeye and tells him that he doesn’t have to do anything that he doesn’t want to do. Warbird turns to Hawkeye and asks him what wants. Angrily, Hawkeye points to Emma and says that what he wants is for the mutant to get out of his head. Emma remains silent. However, before more can be done, Matt Murdock and Wolverine realize that trouble is heading their way.
At that moment, a powerful first smashes through one of the walls. As the debris falls and the smoke settles, the newly awakened heroes find themselves confronted by Toad, Mystique, Spider-Woman, Nightcrawler and Rogue of the S.H.I.E.L.D. Red Guard unit. Rogue smugly tells the group to put their arms and claws in the air. They are under arrest. Mystique looks at Wolverine specifically and pleads for him to surrender. Spider-Man sarcastically states that this is the best day ever, as the two groups engage each other.
Toad leaps upon Luke Cage and wraps his tongue around his head. Layla ducks for cover, screaming, while Nightcrawler goes straight for She-Hulk. Cyclops attacks Rogue with his optic blast, telling the heroes to take the enemies down, but don’t hurt them. Rogue warns Scott to put his glasses back on before he gets hurt. She then grabs Layla by the hair and tells them that and tells them that they have them “every way till Sunday.”
Seeing Layla captured, the heroes stop attacking. Rogue continues to talk and tells them that they are agents of S.H.I.E.L.D., so they better surrender before someone gets hurt. Before she can finish, however, Rogue’s skin, exposed from a hole in her glove, touches Layla on the face. She then absorbs the girl’s powers.
Rogue is unable to control the powers as she is overcome and remembers everything. She then inadvertently “wakes up” Toad, Spider-Woman, Nightcrawler and Mystique. Toad releases Cage, who smacks him in the back of the head. Emma comes to Layla’s side, who is having trouble seeing straight. Emma tells Layla to empty her mind, but the girl is too scared to continue any further.
Spider-Woman is horrified at what has happened, but Spider-Man comes to her side. Rogue repeats no over and over again in disbelief, but Cyclops tries to calm her down, as they need her. Kitty comes to Nightcrawler’s side and asks if he knows where Piotr is. Nightcrawler admits that he doesn’t even know where he is.
Wolverine towers over the downed Mystique, who looks at Wolverine with embarrassment over all the things they did in private. She then slaps him in the face. Wolverine asks her if she feels better, but Mystique thinks she broke her hand. Wolverine tells her that she should save it for the guy who did this to them. Suddenly, Warbird calls everyone’s attention to the fact that Hawkeye is gone.
Emma tells the group to let Hawkeye go, as they do not need the weight of what he is going through to be added onto what they have to do. Rogue comes up to Layla and confused, asks her what she is. Emma tells Rogue to leave Layla alone, as she only absorbed a bit of her power. Fearful, Rogue tells Emma that Layla isn’t even human. Don’t blame the messenger, says Emma.
Rogue tells Emma and Cyclops that she never felt anything like that before, to which Emma replies that none of them have. Cyclops tells the former S.H.I.E.L.D. agents that they need to get a hold of themselves. They can have nervous breakdowns later. Fine, says Spider-Man, but when they do he gets to go first.
What’s the plan, asks Warbird. Wolverine steps up and announces that they are going to Magneto. Wolverine guarantees that he will know where Xavier is.
Simultaneously, in Genosha, Magnus walks through his palace, not seeing to hear his daughter call out his name. Lorna catches up to Magneto and asks her father if he is okay, as she has been calling for him. Magnus turns, confused, and Lorna once again asks if he is ok. Stuttering her name, Magnus tells Lorna that he is fine. Lorna hugs her father and tells him that she came to tell him the guests will arrive soon for the gala. Doom will arrive in half an hour. Okay, replies Magnus stoically. He stares behind Lorna at a memorial not too far away. Lorna smiles once more and tells her father to enjoy his day. Magnus walks away from Lorna, asking her to give him a moment.
Magnus then walks off to another part of the palace into the Royal Gardens, where he sadly looks upon the large memorial and reads the plaque for the Xavier Memorial Garden.
“He died so Genosha could live.”