Outside Ororo’s sanctum, in the tunnels that make up most of Limbo, Illyana and Cat run into a demon. Cat promises to handle it, but the creature catches her unaware and sucker-punches her. Illyana frantically runs away. Cat warns her not to move and to stay away from the light circles that can be found all over the tunnels.
Cat regains the monster’s attention with some shuriken and manages to slay the creature with her sword, while Illyana almost doesn’t notice that another demon is closing in on her. She jumps backward in fear and into one of the teleportation light circles.
Waking up in another place in the dark, Illyana wishes her brother were with her as she gropes for the wall and feels a metallic substance beneath her hands. At that moment, someone strikes a match and Illyana sees that she is touching Colossus’ metallic corpse. Illyana tries to scream but can’t. Instead, she hears laughter. The huge purple creature who struck the match introduces himself as S’ym – Belasco’s henchman – and gleefully informs her, that he was responsible for her brother’s death.
Illyana makes a run for the nearest light circle but, as she is one step away from it, S’ym pulls her back by her hair and threatens what he will do to her if she doesn’t behave. Belasco needs her alive, but not necessarily whole.
At that point, he gets cut in the tail by Cat. Ignoring his vicious threats, Cat grabs Illyana and phases the two of them through one of the tunnel walls.
On the other side of the wall stretches a barren wilderness. Cat explains that, except for Ororo’s garden, Limbo is whatever Belasco wants it to be and that Belasco patterned that area after the Savage Land. Since he doesn’t like the place, he’s spent the past centuries corrupting this simulacrum. They pass a lion feasting on an antelope-like animal. Illyana wonders how it is possible that they are walking in the sky. Is it magic? Cat snorts derisively and explains that air-walking is a facet of her phasing power. Suddenly, she announces that’s a promising sight and drops Illyana into a bush while she attacks a two-headed sabretooth tiger for dinner.
Cat wins the fierce battle, armed only with her knife, and cries out in triumph, while taking off her mask. Seeing Cat’s feral features like that for the first time, Illyana is frightened. Cat tells her she had better get used to this side of her – she is no longer human.
During dinner, Illyana tells Cat of Ororo’s misgivings towards sending Illyana home. Cat replies that one cannot trust the word of sorcerers, only weapons, and announces that they’ll begin Illyana’s training the next day, refusing to answer, when Illyana wants to know more.
The next morning, Cat gives Illyana a fur body suit to wear instead of her dress. Then she shows Illyana their destination: the mountains impossibly far away on the horizon. The two of them run, until Illyana breaks down exhausted. When she refuses to go on, Cat threatens to leave her, but points out the demon in the tree next to her would probably gladly keep her company. Given that incentive, Illyana finds the strength to keep running, although she trips several times and gets taunted by Cat every time.
As Illyana becomes angrier and angrier at Cat, the warrior woman mockingly calls her “snowflake” and throws her her sword, daring her to do something about it. Illyana asks her not to call her Snowflake, as this was Colossus’ pet name for her and reminds her of his fate. Cat attacks Illyana, cuts her face with her knife and tells her, she’ll do whatever she likes to her, unless Illyana gets up and defends herself!
Convinced that Cat is serious, Illyana picks up the much too heavy sword and tries to defend herself, but is disarmed in seconds. Illyana is afraid that Cat will kill her, but Cat explains that this was just her first lesson and that she’ll have to become hard and strong and skilled to survive in Limbo. The coming days will be hard. But, as this unholy wilderness shaped and tempered her, so shall it do to Illyana.
At that moment, they are interrupted by the astral form of Ororo, who asks Cat to bring Illyana back. The girl’s only hope of freeing herself from Belasco’s influence is to master the arcane arts as Ororo’s apprentice. Cat’s answer is a thrown knife. Ororo points out that while weapons cannot harm her astral form, she could strike Cat down with no problems, should she wish to do so, but that would be Belasco’s way. She warns Cat that they won’t see each other again and disappears.
Cat never again mentions Ororo and, while Illyana has her doubts about following Cat, she keeps them to herself. Scared as she is of Cat, she is far more afraid of the sorceress Ororo.
By the time the two reach the mountains, another two years have passed for Illyana. She is taller and thinner, able to keep pace with Cat, no matter how fast she runs by then. During sword practice, Cat is now keeping the sword and giving Illyana the knife – nevertheless, thanks to Cat’s “tough love,” Illyana has toughened up and become a good fighter, who even manages to beat Cat every now and then – one time she gives Cat a cut in the face as “revenge” for the cut Cat gave her during their first fight.
Cat announces that their next move is to climb up the mountain to Belasco’s citadel and enter it.
Cat phases them inside through the walls. In the dark castle, Illyana feels the same sense of belonging she did in Ororo’s oasis. Ororo’s garden was an oasis of beauty; this throne room is the heart of the desolation that is Limbo. She is bound to both and wonders, since all the X-Men who came into Limbo were changed by it, what will happen to her?
An attack by Belasco’s servant, the evil alternate Nightcrawler breaks Illyana out of her reverie as Nightcrawler tumbles Cat. Illyana reminds herself that this is not the Nightcrawler she remembers, her brother’s friend, and throws her knife at him. However, he quickly teleports behind her, grabs her with his tail and throws her into Cat. Nightcrawler grabs three swords from the wall, intending to begin a swordfight with Cat who phases away through the floor. How unsporting, he mocks, accusing her of fear.
Illyana – hopelessly outmatched – attacks Kurt with her knife but, thanks to his teleporting power, he keeps on dodging her. In the meantime, Cat comes up quietly behind Nightcrawler and phases his foot into the ground permanently, then stabs him through the chest. Illyana mourns for him, remembering the man he was, but accompanies the impatient Cat to Belasco’s starshaped altar.
There, Cat explains, the dimensional walls between Earth and Limbo are the thinnest and with some luck she should be able to phase the two of them to Earth. When Illyana presses, Cat admits that she was too afraid to try it on her own, especially as she doesn’t know whether they’ll end up on Cat’s Earth, where the X-Men are slain or on Illyana’s Earth, where she’ll have to face those doubles of herself and her dead loved ones – especially Colossus who gave his life for her.
The two start a wondrous journey through the dimensions and Illyana, while eager to finally reach home, also feels as though she were leaving her home and starts to think more and more of Belasco, begins to long for him even. The two finally see the X-Men and young Kitty Pryde reaches for Illyana’s arm, but actually, shockingly, she – and Cat with her – is pulled out by Belasco as the image of the X-Men proves to be a cruel deception!
Belasco mockingly notes that he wouldn’t let them leave that easily and that Illyana actually seemed happy to see him. Her heart, it seems, knows its true allegiance.
Illyana denies any allegiance to him. She’ll never be like Belasco! S’ym points out that “never” is a long time and time in this place is always on Lord Belasco’s side. Fighting didn’t help the X-Men either after all. She’ll be no different.
Belasco chides him for frightening Illyana. He wants them to be friends. He expresses his disappointment over Nightcrawler’s death and tells Cat that she’ll have to replace him as his servant. Cat attacks him with her sword, but Belasco freezes her with a gesture, telling her that she is no longer amusing. He announces that he left her too human when he changed her into Cat and then rectifies that, by giving her an even more catlike shape, with hardly any intelligence. Cat rubs herself against his leg and purrs as he pets her.
Watching, Illyana is torn between horror and eager fascination. She remembers that Ororo wouldn’t let her play with living things, but Belasco most certainly will. At that moment, she doesn’t care that this is evil.
Belasco orders her to approach and gives her a knife. Instead of attacking him with it, Illyana cuts her arm, lets the blood flow into her locket and so conjures the second bloodstone.
Belasco tells her that in the morning she’ll begin her apprenticeship. When Illyana timidly asks if he won’t let her please go home, Belasco answers that she is home, at which Illyana smiles evilly.
Ororo, having watched this display in her scrying glass, rages and swears that she’ll destroy Cat and Illyana to save their souls and the world!