On the dawn of her birthday, Illyana Rasputin stands on a cliffside at the back of Xavier’s mansion, musing about her life. She was born in a small house in a land so vast you could walk for days and never see another living soul. When she was very young, Charles Xavier brought her brother here. He became an X-Man and, in time, fate set her to follow in his footsteps. By all rights, this should be her 8th birthday, instead it is her 14th, as she spent half of her life in a demonic Limbo, where she was consort to a devil.
Illyana looks at the inside of the locket she was once given by the evil sorcerer Belasco. Within it, there is a pentagram with three bloodstones. Two stones are missing to complete the circle. A tear in her eye, she muses that she is humanity’s savior… or the means of its eternal damnation.
Illyana’s thoughts go back to the event that led to her imprisonment in Limbo. Storm is casting a spell to transport the X-Men and six-year-old Illyana in the arms of her brother out of Limbo and back to Earth, while an older alternate version of Storm is using her magical powers to hold Belasco’s demon hordes at bay.
But Belasco manages to slip past the older Ororo and grasps Illyana from Colossus’ arms. Kitty grab her arm but Belasco rips Illyana from her grip a split-second before the X-Men disappear, and Belasco teleports away with a screaming Illyana.
The older Ororo follows them, swearing to either save Illyana or – failing that – to slay her. She realizes that neither will be easy now that she is alone and the X-Men have returned to Earth. But she dare not summon them back even if she could, lest history repeat itself and the horrors that befell her X-Men happen to them.
Ororo reaches Belasco. He stands before an altar, the motionless Illyana lying upon it. Belasco welcomes Ororo, telling her they’ve been apart too long. It’s time she returned to her rightful place at his side.
Ororo offers herself to Belasco in Illyana’s stead. Belasco laughs at her, and counters that he’ll have both of them. He praises Illyana’s innocence. Even Kitty Prydy wasn’t this innocent when he finally claimed her. Illyana will be the perfect vessel through which his masters, the Elder Gods, will gain control of Earth, and then the entire universe!
She will not allow it, Ororo screams desperately, firing a magical blast at him. Empty words, he retorts as he easily deflects it. Even in her prime, Ororo was no match for him, and what hope has she now that she is old?
He turns to Illyana, telling her the grand and glorious destiny he promised her is at hand. Belasco raises an astral form of Illyana – a part of her soul. Illyana fells all that is happening to her but is not afraid any more. Even though she wishes Piotr was with her. Belasco is scary to look at but so, she reasons, is her brother’s friend Nightcrawler. Belasco’s voice is kind, his touch gentle. He won’t do anything bad to her, she is sure. He loves her, he said so.
Belasco cups the astral Illyana’s chin and the astral body changes into the shape of a young woman and finally into that of a demon.
Remember when this was done to her? Belasco asks Ororo. Belasco gathers the energy of Illyana’s demonic simulacrum into a ball and changes it into a bloodstone, which he places into the magical locket. That way Illyana is irrevocably bound to Belasco’s masters – the Elder Gods. Once all five bloodstones are created and set into the pentagram, Illyana is supposed to become the instrument, through which the Elder Gods will be freed as the dimensional walls burst.
How sad she won’t be alive to see that day… Belasco blasts Storm, intending to kill her. Weak and in agony, Ororo thinks to herself that each bloodstone makes Belasco incalculably stronger. If he’s to be stopped, it must be here… now. She has the will but her body betrays her… too old… too weak…
Belasco mocks that this outcome was inevitable. He is immortal and she is not. It’s as simple as that. He need no longer even kill her, save for pleasure. Nature will do that job for him.
On a giant statue behind him, a shadow rises and suddenly a shuriken is thrown at his face. A masked warrior woman named Cat jumps down, announcing that while he may not age, he can still be killed. She proceeds to attack Belasco with a sword and skilfully fends off his magical blasts with it. Belasco chooses the better part of valor and teleports away, leaving the unconscious Illyana with the two women.
Cat whines that every time she gets close enough to do some real damage Belasco pulls his disappearing act. Ororo warns her that a sorcerer cannot be fought with steel alone. For her, there is no other way, Cat replies curtly.
Ororo takes the unconscious Illyana and transports all three of them to her sanctum, a dacha surrounded by a lovely garden.
While Ororo puts Illyana to bed, Cat admits that part of her hates the child, as she is partially responsible for their fate. She also apologizes for not showing up earlier, but that she couldn’t bear to face the X-Men or herself as she was …and the others. It brought back so many memories. She felt so ashamed. In their history, Illyana was rescued while the X-Men remained trapped in Limbo. This time, the reverse occurred, Ororo summarizes. For all they know, the process may repeat itself again. Limbo is a magical place where none of the normal rules of time and space apply.
Illyana, who was only pretending to be asleep, listens to the conversation (though she doesn’t really understand it), and realizes that Cat is a grown-up version of her special friend Kitty.
An amused Ororo notices the curious child eavesdropping, but then falls down in a spell of weakness. Cat pours her some water and reminds her that she is getting too old for this, but Ororo is adamant. She must try to to break Belasco’s link with Illyana as soon as possible. Cat suggests killing the child, if she is so dangerous, but Ororo doesn’t want any more blood on her hands.
Illyana reappears under the covers. She complains hat she wants her brother. Ororo explains to the child that Belasco is evil and that the locket gives him power over her. She promises Illyana to send her home, if she can break the enchantment. An overjoyed Illyana asks her, if she and Kitty will accompany her. Cat angrily snaps at her and exclaims that Kitty is dead!
Ororo tells her more gently that she and Cat belong here. The sorceress begins her spell and casts her astral self into Illyana’s innocent mind.
The core of Illyana’s self, however, a shocked Ororo finds, is already corrupted and a demonic adult version of Illyana stands ready to welcome her. Gloating, she informs Ororo that this is prview of what she’ll be once Belasco’s had his wild wicked way with her. She can hardly wait! She warns Ororo that she enters at her own risk
Storm attacks, but gets almost choked by Illyana’s whip. Ororo manages to transform the whip into flowers, but realizes that Belasco’s bloodstone is giving Illyana’s corrupted part magical powers on Ororo’s level.
A moment later, Ororo is attacked and imprisoned by demons breaking forth from the ground. Instead of killing her, Illyana shows Storm her own demonic side, reminding her of their similarities and that she too was corrupted by Belasco.
Ororo angrily denies both Illyana and Belasco, using her elemental powers to create a thunderstorm and drive Illyana off. However she dare not kill that part of Illyana’s psyche for fear of harming the real Illyana.
Ororo wakes up to Cat tending to her, and bemoans the fact that the weather doesn’t obey her aged body any longer in reality as it does in her imagination.
Feeling soiled, she jumps into her swimming pool, asking Cat to join her. Pointing out that cats dislike water, Cat declines and asks what they should do next. Ororo reasons that she cannot send Illyana back to Earth the way she is, as Belasco, who is imprisoned in Limbo, would then be able to use her to break free. She cannot eliminate the magickal cancer that consumes Illyana. She could, however, make Illyana her apprentice and teach her to fight her corruption.
Cat angrily replies that by teaching the child magic she’s doing Belasco’s dirty work for him. The more magic she learns, the easier she’ll be corrupted! Again she offers the alternative to kill the child. What then, Ororo wonders, would be the difference between them and Belasco? Cat cynically asks, whether there actually is that much of a difference between Belasco and Ororo. After all, she took to sorcery and became Belasco’s pupil when her mutant powers waned. If he died, wouldn’t Ororo follow in his footsteps and take his place?
Ororo is shocked that Cat could believe that of her and calls her Kitten. Cat shouts that she is no longer her kitten. In fact, thanks to Belasco, she is no longer human! She drops her mask and her gloves and catlike features and claws are revealed. Cat cries that she’ll see Illyana dead, before letting her suffer like herself, and storms out of Ororo’s sanctum.
The next day, Storm takes Illyana for a stroll through her garden and discusses the events on the astral plane, which Illyana remembers as a dream, with her. When Illyana asks her, whether she is really that evil woman she was in her dream, Ororo refuses to answer.
When Illyana asks after Cat, Storm explains that Cat left, since they disagreed over which course of action to take with Illyana. The child gets distracted as she admires the huge oak, in whose shade they are resting. Ororo explains that it was the first creation when she created her sanctuary. The oak was created from an acorn, made from Ororo’s lifeforce. Illyana thinks this wonderful and asks if she could do the same thing, if she learns magic. If that is what she wishes, comes the reply
For their first lesson, Ororo teaches Illyana to free her astral form from her body. In her astral form, Illyana sees the lifeforce of everything surrounding her: beautiful, silver energy, too beautiful too describe. Next, she manages to free her astral form from her boy, walking around. Some flowers, however, are black, because they were warped by the fundamental evil of Limbo. Ororo heals them, but feels drained afterwards.
Illyana thinks this all a wonderful game and asks Ororo to teach her how to create and change things. Ororo angrily snaps at her and yanks at her arm, making Illyana think of Belasco, who in contrast was always nice to her and said he loved her. Ororo tries to explain that changing living things just to satisfy a whim is evil and Belasco’s way. One has to live with the harmony of nature. If she yields to temptation she is doomed.
As Illyana asks her what that means, Ororo tells her to turn her awareness inside. Illyana does so and notices a blackness within her body, which represents Belasco’s corruption. Illyana asks Ororo to make it go away. Ororo admits she already tried. The next moment, Illyana points out there is an even larger blackness in Ororo. At that moment, the lesson ends.
As Illyana awakes, she notices that she has grown and that a year has passed since they sat down. When Illyana asks after the black stain, Ororo explains that this is reminder of the price she paid to learn the arcane arts, but that she is trying to prevent the same thing happening to Illyana. As the two leave the garden, unnoticed the plant that Ororo tried to heal, shrivels up and dies.
At night, Ororo notices Cat entering the garden. As she calls out to her, Cat attacks her and knocks her out. Unconscious, Ororo falls into her pool. Cat jumps after her and drags her ashore, hoping Ororo will understand and forgive her.
Cat awakes Illyana, asking her to come with her – if she’s willing to take the risk. Cat explains she would try to get her home. Ororo would only keep her as her apprentice forever.
When Illyana asks after the evil in Ororo, Cat explains that they all have evil in them and that this part grows, the longer one stays in Limbo. Illyana decides to take the risk and accompany Cat, neither of them aware that they are being watched by Belasco, who is very pleased with that turn of events.