Washington, DC. Vice-President Robert Kelly works late in his office and then hears some loud noises. His dour gets breach, and Kelly asks in fear who they are. The Goblin Queen has attacked and defeated all Kelly's guards. Kelly asks what she wants, and the Goblin Queen says it's time for him to prepare himself for a State of the Union address. She touches Kelly and he becomes one of her minions. The rest of the Five enter, and Kelly gives a speach to his nation, fully under the control of the Goblin Queen. He informs his fellow Americans that the country is poisoned and needs to follow his newly appointed cabinet in their ways, and let nothing stand in their way.
Meanwhile, Havok, Elektra and Scotty arrive in Westchester, in front of the X-Mansion! They go in, but apparently nobody is home. Alex tells them to drop their bags and go downtown for a burger. Suddenly lights go out and Scotty gets scared, and Alex and Elektra prepare to fight. Then, Cerebro walks into the room and is glad to see his masters again after so long, especially his good friend Scotty, who immediately hugs Cerebro.
A little later Scotty falls asleep, and Cerebro informs Havok and Elektra about current curcumstances. He hasn't seen any of the X-Men ever since they left to visit the Shi'Ar Empire. Cerebro has watched the news and is really glad that Havok isn't working together with these madmen like he feared. Cerebro is happy to finally have one of the Children of the Atom again in the halls of the house, and wants to train Scotty again because his powers are so rare. Elektra says he's exhausted now and needs his sleep, so that will have to wait. Cerebro agrees, and takes Havok to the X-Men's Ready Room to inform him about what has all happened recently, because this will go a lot faster.
Meanwhile, deep within the Colorado Rockies, the Prime-Sentinel called Larry Trasks sits in his vault and asks his fellow Sentinels for information, but none of them respond. Then, one destroyed Sentinel gets tossed in front of him, and the Goblin Queen enters the room, and wants Larry for herself!
Back at the school, Havok and Elektra start training in the Danger Room. Elektra points out he alone doesn't stand a chance, so Alex says he'll find someone to help. After all, there have got to be some super-people around. They simply must just try to stop Maddie, or else she'll get her hands on Scotty and everything will be lost for good. Elektra says that in two seconds, Maddie'll be pulling her sai from her heart. Havok says that's why Elektra's the only person he can trust on this world. Elektra asks what he means by that, but he finds it a too long story to explain now.
Meanwhile on the Four Freedom Plaza rooftop, the Goblin Queen has taken over Reed Richards as well and he has defeated Sue and Johnny, Ben is the only one left standing. Ben tries to bring Reed back to himself, but Maddie has made him an offer he just couldn't refuse. Ben says he'll do anything he can to stop them, and Reed blasts him off from the roof.
Maddie sends the Fallen and some Sentinels on an assault on Avengers Mansion to crush the heroes. Apparently Captain America is the only one left standing. While they do their jobs, Maddie will to something else: she wants the so-called Sorcerer Supreme, and she wants him dead!
Later, back at the school, Alex says goodbye to Scotty who doesn't want him to go. Elektra states the only way to stop Maddie is to kill her and Alex knows it. He agrees, and Elektra says she'll look after Scotty, but it's hard for him because now he's going to lose a father as well as a mother. It'll be so hard for him, and she speaks out of experience on that one.
Elektra tells Alex to take the kill quick and not hesitate, because she won’t either. Cerebro hands Alex a device he created wich will keep him safe from the Sentinel's tracking devices. Havok thanks Cerebro and asks him to look after both Scotty and Elektra for him, and Cerebro promises to do so.
Later, Alex arrives in New York. Lots of Sentinels have made it to the city and scan every man, child and woman passing by. Havok gets scanned and is pronounced a normal human, with no powers. Havok continues but suddenly is lifted up by the Fallen, who explains Maddie sensed Alex from the first step he took in the city. The Fallen says he's lucky because Maddie wants him alive and the Fallen tosses Alex in front of Madelyne.
The Goblin Queen has transformed back into Maddie, who tells Alex to relax. She knows they've had their problems, but they'll work them out as they always have. Maddie asks him where Scotty is and if he's somewhere safe. Havok prepares his blast, and Maddie insists she has a right to be with her son. She asks Alex what he wants, to kill her? Then it will be all over for her, him and Scotty. Maddie gives him the chance to kill her now, but then she transforms back into the Goblin Queen and blasts Havok in his stomach! The Goblin Queen finds him a fool that he thought he could stop her, and she'll get her son anyway. Havok falls out of the high building and into the water, and remembers how he died.