Captain Britain, Pete Wisdom, Kitty Pryde, Rachel Grey and Lockheed rush into the Royal Victoria Hospital to join their friends, a very agitated Kurt Wagner and Betsy Braddock. Kurt relays that they don’t exactly know what’s going on. Without any warning, his other-dimensional teenage “daughter,” Nocturne, simply collapsed. She cried out that someone was stealing her mind. Since then she hasn’t stopped kicking or screaming. Inside, a ICU unit specialists are trying to calm her but to no avail. Drugs won’t work.
Rachel tries to contact TJ with telepathy and decides to go inside her head. Kitty asks her to let her tag along, so she can watch her friend’s back.
(Nocturne’s mindscape: )
The two women bypass TJ’s formidable PSI-shields and get to the core of her being. They stand outside the doorway of her soul. Inside, they are overwhelmed by unspeakable noise; it’s TJ and her band giving a concert. Trippin’ thought the timestream, savin’ worlds as we go/ we gotta fix what’s broken, ‘fore we’re allowed to go home!/ We’re Exiles – always onna outside!/Exiles – always alone sings T.J.
She’s a total headbanger, moans Kitty, while Rachel is desperately trying to screen out the noise. Kitty drags her outside, realizing the experience is even worse for a telepath.
Elsewhere, evil Xavier observes and surmises the noise a kind of defense. Nocturne’s thoughts are relatively transparent, but so inherently chaotic they cannot be easily read. Her body by extension becomes almost impossible to control. In all the ways that matter, she is quite safe. The two girls on the other hand…
In the hospital, Rachel and Kitty scream and fall down unconscious. With Kitty still touching Rachel, both girls are phased as a nurse finds out when she tries to take Rachel’s pulse.
Nightcrawler quickly explains that it’s Kitty’s defense mechanism. By making the two of them intangible, Kitty protects them from both physical and psychic attack. Problem is, Wisdom points out, she also prevents them from helping. Betsy manifests a psychic katana as she tells Wisdom to leave that to her. Her telekinesis can make them solid again and her psychic sword should drive away whoever is threatening them.
Outside the building, evil Xavier informs his Iceman of the heroes’ actions and orders him to remove them from the equation.
Suddenly, the heroes are attacked by a volley of ice. Captain Britain refuses to stand back and abandon his friends. As a result, he gets frozen. Lockheed spits fire at the ice, but a frantic nurse informs him that there are tanks of oxygen all over the floor. His flames would set off an explosion. Lockheed hesitates and he too is swallowed by the ice. It’s up to her then, Psylocke grimly announces.
(The Astral Plane)
The evil Xavier in the shadows informs the two girls that their telekinetic friend is magnificent. How fascinating that her mind is totally closed to him. He’ll deal with her in due course. First, it’s their turn, though. Shadows come forth to surround them. He identifies them as this universe’s Katherine Pryde (whose version from his universe he had killed) and (wrongfully) Jean Grey. Holding Kitty, Rachel surrounds them with Phoenix fire hoping that his shadows can’t withstand her light. Moments later, he is gone, but they are still in his office. Rachel is sure he will be back.
She muses that here was something familiar about his voice. He isn’t completely Charles. Suddenly, they get a good look at their uniforms. While the upper halves are still normal, below the torso the clothes have been shifted into S/M fetish clothes. Evil Xavier must be remaking their astral selves in his image, Kitty realizes. And once that transformation is complete…
Meanwhile, Dazzler’s bed is hanging precariously over an abyss and Iceman comes in for another attack. Killing her once tonight isn’t enough? Dazzler asks sarcastically, as she shoots her lasers at iceman’s iceslide causing him to fall. That moment Juggernaut bursts in, asking if she is ok. Inadvertently, he thumps against her precariously hanging bed, which falls down. Oh, crap! both of them shout.
Alison fires photons at the ground until the impact allows her to soar upwards. Eat you heart out, Peter Pan, she shouts only to draw down her skimpy hospital nightshirt in embarrassment one moment later.
At the same moment down below, evil Beast is attacking Betsy. He throws her against Wisdom and then tries to break her neck. Nightcrawler teleports on top of them and ‘ports both himself and Beast into the cafeteria, where he slams Beast’s head against the table. They’ve had just about enough, he announces angrily. Unfazed, Beast hits him. Did he think his teleport would knock him out? Actually yes, Kurt admits, as he rolls Beast away. But he is perfectly prepared to deal with him the old-fashioned way.
The two of them keep on battling in hand-to-hand combat, while outside a car is breaking all speed limits to get to the hospital as soon as possible. A dark-haired woman gets out and tells the other passenger, Courtney Ross, to wait here. Courtney pleads to be allowed to help.
Higher up, Angel makes fun of Iceman’s lack of success with Dazzler, then tells him to get in line. Jean has first dibs, then Angel. Xavier telepathically orders him to be silent. Their personal desires are of no consequence. Their mission is to acquire Nocturne.
Incognito, dressed as a doctor, Jean asks if she isn’t allowed to kill anyone. Calling her “pet,” Xavier tells her all in good time. Cyclops simply announces that he is in position. Xavier synchs Cyclops with Iceman, who is higher up, to get a view of Beast and Nightcrawler in the cafeteria. Kurt is gaining the upper hand. Xavier orders Cyclops to deal with him. Cyclops lets his optic blast ricochet off the walls until it hits Nightcrawler. Mission accomplished.
Wisdom, in the meantime, is helping up the still coughing Betsy as a new foe enters – the evil Jean Grey. Psylocke telekinetically attacks, but the redhead easily deflects that. Very nice try, she mocks.
On the astral plane, evil Xavier is getting ready for his next round against an increasingly doubtful Rachel and Kitty.
Back in the hospital, Jean displays telekinetic fine-control that Betsy cannot match, as she slows down Betsy’s heart.
On the astral plane, Xavier’s shadows surround the girls. He announces that he could crush them. In your dreams! Rachel shouts defiantly. Soon, he shall be eternally in theirs, he replies in triumph. He killed all the hero types in his universe. He intends to savor every delicious moment in this one.
In reality, the woman from Courtney’s car, Sage, points a gun at Jean Grey’s back. Calmly, she orders her to let Psylocke go and not to move. Xavier telepathically links Jean with a watching panicked doctor, allowing her to see Sage. With her telekinesis, Jean dismantles the gun and slams Sage into a wall. Wisdom tosses several hot knives at Jean. Calling him a glutton for punishment, Jean deflects them back at him.
(The astral plane)
Xavier is withdrawing, distracted by something, but the girls find that he is still gaining ground, as Kitty’s uniform has changed almost completely to the fetish look.
Wisdom is being smashed into the ice. Did that hurt? Jean asks mockingly. Did she throw him too hard? Is she holding him too tight? She comes close to him as she explains that she has plugged the bloodflow to his brain. He begins to lose consciousness. She was hoping for more of a struggle, she announces as she turns towards the still unconscious Nocturne.
Try me, Juggernaut suggests. Jean chides him for giving her a warning. Who said he was the one she had to worry about? he smirks, as he steps aside to reveal Dazzler, who quickly blinds Jean with a flash of light. Juggernaut then tosses the redhead outside.
Unfortunately, Angel catches his teammate. This is almost as bad as fighting the real X-Men, Juggernaut shouts in exasperation and adds, he would know. They are the real X-Men, Angel stresses. Safe in his grip Jean telekinetically yanks Nocturne out.
Jean tells the heroes to make peace with their gods, as Iceman attacks again. Xavier orders his X-Men to return to his sanctum. The next time those heroes face them in battle will be the last.
Cain smashes the ice. A moment later, Wisdom berates him. Why didn’t he finish off Jean Grey when he had the chance? He doesn’t kill, Cain explains helplessly. Hooray for his scruples, Wisdom announces and suggests he take a long, good look at the consequences. And this is just the beginning. Cain jumps outside and promises to make things right.
What is it with skintights and impulse control? Wisdom moans. Sullenly, he uses his hot knives to thaw out Captain Britain, still mumbling whether those heroes couldn’t come up with a plan before they act.
Couldn’t he have done this sooner? Captain Britain asks, in a foul mood. Wisdom reminds the assembled heroes that they got their collective butts kicked. Three X-Men are down, Nocturne captured and Juggernaut is running to the rescue with no clue where to go. Not to mention he is on foot, following people who can fly. How’s he going to follow their trail then? She’ll show him the way, Sage calmly announces. And provide them with a plan.
And who is she? Wisdom asks angrily. Sage introduces herself but, before she can clarify her role with the X-Men, he interrupts her impatiently. If those are X-Men gone bad and if they have Xavier how do the likes of them take down the most powerful telepath on the planet? They are heroes, Captain Britain announces simply. They’ll find a way to win.