An emergency alarm summons the Avengers in the middle of the cold winter night. They all rush to the control room to view the call not bothering to change from sleeping clothes to normal clothes because their computer is programmed to generate facsimiles of each of them in costume for everyone. Wasp is the first to reach the control room followed by the others. The call is from Sheriff Beatty calling from Massachusetts state police headquarters. The Sheriff tells the Avengers about a small town in his jurisdiction called Snow Valley. Emma Frost, headmistress of the Massachusetts Academy has called informing him that Magneto was going to kidnap some of her students. Emma states she does not know why but since Magneto is a mutie and international terrorist the threat must be taken seriously. The Sheriff believes Magneto is out of the police department’s league so he has phoned the Avengers for help.
Wasp says she knows of the Academy and almost attended it herself, as it is one of the most prestigious schools in Massachusetts. She also knows that Emma is regarded as a fine businesswoman, as beautiful as she is cold as ice. Wasp tells the Sheriff that the Avengers will be glad to handle this job and thanks him for calling.
The Knight says that he did not believe that Magneto had reformed and Captain America adds he expected something like this to happen even though he hoped things would be different. Hercules compliments Captain America’s attitude but says that some people cannot change no matter the circumstances. Captain America tells Hercules that some people can, and kidnapping has never been Magneto’s style; unless the children are mutants and he is interested in establishing a new Brotherhood. Captain America theorizes that children would be much easier to control than adults in that case.
The Avengers go to hydrobase, where their quinjets are stored. Captain Marvel and the Submariner meet them there. The two new arrivals are quickly brought up to date. Captain Marvel is puzzled by the sudden turn of events as Magneto fought by the Avengers’ side as a Hero in their battle against the Beyonder. Namor states that he still regards Magneto as the most treacherous villain on the planet no matter whose side he was on when they battled the Beyonder.
The Massachusetts Academy
As the day dawns, the Academy looks every bit the private, prestigious school Wasp talked about. Beneath that tranquil surface is another school, which only the students who are mutants know about. Emma Frost, herself a mutant, and known as the infamous telepath White Queen of the Hellfire Club, recruits special mutant pupils to the Academy to train as Hellions. Such as the former New Mutants who have been transferred to the Academy to continue their studies in both academics and the use of their mutant abilities.
The Training Hall
Magma creates hoops of lava while Jetstream and Cannonball streak through them as fast as possible. Jetstream challenges Cannonball to an agility competition. Cannonball agrees but he is also the first to crash into a lava hoop. Fortunately, Sam is invulnerable when blasting and so is unhurt for the most part. Jetstream steps toward Magma to claim his prize – a kiss - and she asks him if he minds taking her, as she is, red hot to match the lava she controls.
The White Queen makes her presence known telepathically by asking the students what they are doing in the training hall so early in the day. She tells them that she is happy with their initiative but wishes they would conserve their energy for when it is necessary. Cannonball tells her that he was feeling edgy and wanted to work off some nervous energy. He apologizes if they broke the rules. The White Queen then asks Magma if she also feels the same way. Magma admits she does but believes this is part of adjusting to new surroundings, new friends, and new lives. Jetstream tells Emma that none of the new arrivals have been sleeping well and he thinks something is really wrong. Magma protests that they had no wish to bother the Queen with such trivial things. The White Queen uses a mind probe, despite Magmas objection that it hurts. She explains that this is the most efficient way for her to learn what is happening to them. The White Queen quickly learns in an intimate way all of the experiences the new youngsters have ever had. She worries to herself that they are disturbed and this is affecting their physical well being, but she does not know the cause of the problem. Telepathically she tells them to return to their dormitories and to have no more unsupervised sessions in the training hall. She further orders them to inform her of any illness or problem no matter how trivial. The three Hellions head off to their separate destinations.
White Queen’s Study
The White Queen mulls over the children’s present predicament in her mind. She knew when they arrived that they were suffering from psychic shock from their battle with the Beyonder. It was a simple matter to modify those memories so the children would be able to be an asset to the Hellfire Club. On the surface, this seemed to work but the children are still not completely healed. She worries what she will do if their condition deteriorates.
South of Snow Valley
Dawn finds Warlock flying in the shape of a black bird crossed with a plane, with Magneto aboard. Warlock tells Magneto that he has located the former New Mutants and hope his attempt to mimic the Blackbird is good enough to get them all safely home. Magneto thanks Warlock and tells him his performance so far is considerably better than his own has been in this situation. Warlock asks Magneto if they will have to fight their former friends in order to get them back. Magneto replies that he hopes not. He does realize the former New Mutants have spent a considerable time with the White Queen. He also realizes that with her abilities she could have done anything to their minds. Magneto thinks to himself that whatever has happened to them, it is his responsibility as he was the one to transfer them to the Massachusetts Academy. Warlock tells his teacher that he looks forward to fighting the White Queen and draining her life glow. Magneto tells him sternly that this will not be allowed. Warlock questions his teacher on this point. From Warlock’s point of view, this is the fate that she justly deserves. Magneto agrees that though she might well deserve this, it is not for them to decide. He further tells Warlock that their objective is to get their friends back with the least amount of violence. He also gives Warlock a stern reminder that a being’s life-glow is never to be absorbed under any circumstances. Warlock questions his teacher further only to be told that there is never to be an exception to this rule.
South of Snow Valley, the Avengers approach. The Black Knight tells Hercules that the Quinjet’s scanner show Magneto to be in that weird plane that they can see. He states that Magneto must be getting careless, as their approach has gone unnoticed so far. The Black Knight uses his atomic power steed to transport Hercules within striking distance while maintaining the element of surprise.
Hercules tells the Knight that as a son of Zeus, he is more than capable of carrying out this job. Hercules swings his hammer-like weapon and brings it down full force onto Warlock. The jet screams, to the astonishment of both of them. As the Knight maneuvers his atomic steed to catch his crime-fighting partner, Wasp tells him that she is glad he has not forgotten the last part of that maneuver. The Knight tells her that her worries are unfounded. He also asks his teammates if any of them have ever seen a machine come apart to resemble a huge ball of yarn draped across a mountaintop. Wasp tells Captain America, who is aboard the Quinjet, that it appears that Magneto has escaped. Captain America tells his airborne teammate not to worry, as they will commence a ground search immediately.
Magneto uses his magnetic powers to bring himself down to the crash site safely while calling his student’s name. He thinks to himself that he saw a quinjet, which means the Avengers are near. He thinks that isn’t a coincidence, but they are searching for him. He regards the Avengers to be the least of his concerns, however, as Warlock is far more important. Warlock weakly calls to his mentor and states that massive systems discoporation has occurred. Magneto tells him to be brave and soon he will be well again. He realizes that if he floods Warlock with too much power, then he will permanently damage the mnemonic pathways and too little will do no good.
However, at this precise moment, the Black Knight and Hercules spot Magneto from the air and make their presence known. Magneto realizes that he must draw the Avengers away from the injured student in order to protect him. Magneto boldly asks the reason for such an unprovoked attack. Hercules lands on solid ground in front of Magneto and states that he is under arrest. Magneto assesses the situation and comes to the conclusion that the three Avengers (Black Knight, Hercules, and Wasp) he can see pose no serious threat so the others must be close. Of the three, he regards Hercules as the most threatening.
Hercules tells Magneto to yield of suffer the consequences. Magneto simply says no and with a wave of his hand knocks the Black Knight and his atomic steed from the sky while wishing them a happy landing. Magneto transports himself to where they have landed, and tells the Black Knight that the atomic metal steed will make a fine weapon for the Master of Magnetism. He manipulates the atomic steed behind Hercules and smashes the metal machine into the son of Zeus. The Wasp approaches and begins to sting Magneto about the head. Magneto tells the Wasp that he was prepared for her attack.
Suddenly Namor appears and tells Magneto the Wasp was supposed to distract him long enough for this; Namor finishes by giving Magneto a solid punch that sends him flying. As Magneto is recovering, Captain America’s shield knocks his legs out from under him. Magneto is barely conscious from Namor’s blow, so it is relatively easy for Hercules to grab him in a bear hug. Hercules tells Magneto that even the Titans could not break his grip.
Magneto realizes he cannot afford any more mistakes so he does not struggle but takes advantage of the situation to rest and regain strength. Magneto asks the Avengers why they have attacked him, as he has done nothing. Hercules tells him that his words only fall upon deaf ears. A full size Wasp approaches and informs Magneto that they are aware of his plan to attack the Massachusetts Academy and steal helpless children. Now the light dawns on Magneto and he is able to see the White Queen’s hand in this situation. Magneto gives her credit for stopping him without compromising the Hellfire Club or the identities of the Hellions. He also realizes that based on his past, the Avengers were more than willing to believe the worst of him. A full explanation will reveal the identity of the New Mutants and he cannot risk compromising that without being believed.
Magneto tells the Avengers that he has no intention of kidnapping anyone and that his reasons for being here are personal. He offers his pledge of word that he will harm no one. Namor immediately voices his disbelief in such a pledge from such a man. Magneto states that he is a changed man, the Avengers accept this of Namor, then why not him? Captain America reminds Magneto that in world war II, Namor helped fight against the tyranny of the Nazis so do they do have a reason to believe him. This comment angers Magneto, which enables him to strike out successfully against Hercules while telling Captain America that he was victim of that regime and he will never let anyone be a victim ever again.
The Black Knight asks how as Magneto flees into the sky and Hercules lies on the ground, stunned. Captain America theorizes that the cape must be laced with metal fibers to enable his mutant power to magnify and work in conjunction with his normal strength. Captain Marvel takes off after Magneto as Hercules vows to get even with the villain. Magneto causes a brilliant light from a magnetic burst to blind Captain Marvel, the Black Knight uses his sword to slice a tree in half, the tree appears to hit Magneto as it falls to the ground. Hercules goes to the downed tree but is mystified at seeing no Magneto pinned underneath it. Wasp, full size, takes to the air and tells her teammates to begin searching the forest. Captain America calls the Black Knight aside and asks him to search Magneto’s craft because he has a hunch that the situation is not as it seems. Captain America finds it odd that Magneto has bothered to talk to them at all. The Black Knight says that Magneto is a fugitive no matter how much he has changed recently. Therefore, it is the Avengers’ job to arrest him based on that alone. The Black Knight alerts Captain America to Magneto’s presence behind him, Cap turns and tosses his shield. Magneto realizes that the shield is not affected by his powers and barely dodges it. In moving, he alerts Hercules to his position. Magneto positions himself for a fall over a cliff (knowing his powers will cushion his fall), and despite his desire to strike at the Avengers full force, he manages to restrain himself. He tells himself that such an action would be the ultimate betrayal of his own faith in himself. Magneto does not believe he is that weak morally, and chooses to utilize the iron ore in the rock around him to restrain Hercules in a cocoon of rock and hurl the Avenger toward the Ocean. Magneto knows that Hercules will not be harmed and an Avenger will follow to make sure no innocent civilians are injured even though they are far from a populated area.
Massachusetts Academy, Dining Hall
The former New Mutants are in the middle of breakfast and finally beginning to settle in. At Xavier’s they were the only students and here they are seven students out of around 1,000. They are busy speaking of normal subjects, tests, papers, and movies when Amara suddenly falls silent. Sam asks her if she is ok. She tells Sam that she thinks she just felt someone manipulate the earth’s magnetic force nearby and the resonance fells like Magneto. Illyana wants to know what her old teacher would be doing at the Academy. Empath states that they may have to fight him and Rahne says that there is no way she could do that. Sam tries to calm Rahne down by reminding her that it was Magneto who sent them there for their own good. Illyana asks Amara to point her in the right direction so she can go through Limbo to check things out and settle the matter.
The Forest, close to the Massachusetts Academy
She arrives still dressed in the Massachusetts Academy uniform to find
Warlock injured and sees the Black Knight in the distance. She calls to him and demands to know what he is doing there. The Black Knight tells her he is an Avenger and is after a dangerous criminal. He tells her to leave.
Magneto picks this moment to attack while the Black Knight is distracted while backing up the Avengers words and not giving away his knowledge of who the young lady is. Magneto’s concern for an innocent bystander causes Captain America to remember how he fought to protect his world court judges from evil mutants when he was tried in Paris. Magneto also fought with the heroes against the being known as the Beyonder. Captain America catches the Black Knight and gives him a soft lading on the ground. The Captain notices that Magneto is going out of his way to avoid seriously harming them while taking damage himself. He throws his shield, hoping Magneto will dodge into its return path. Magik calls to Captain America telling him to leave their teacher alone, giving away the secret, as Magneto shouts don’t. Magic dodges the shield and says she must go because her friends are waiting. As she disappears back into Limbo Captain America realizes that she is no ordinary little girl.
Massachusetts Academy, Dining Hall
Illyana tells her friends that Amara was right. The Avengers are ganging up on Magneto. Doug can’t believe what he is hearing, after all the Avenges are heroes. Amara tells Doug that she thinks the Avengers think he is still a villain. Illyana tells them that can do whatever they want, but she is going back to help Magneto out of this mess. Empath asks the former New Mutants if this is how they plan to repay the White Queen’s kindness for getting them better, by abandoning her? They tell Empath he is not being fair in his assessment of them. Sam states that they do owe her a lot, but Magneto was their teacher and he did the best he could for them, so they cannot abandon him either. Empath reminds them that the White Queen will be very angry but the former New Mutants follow Illyana from the dining hall anyway. Illyana leads them out of sight of the main body of students so they can teleport to Magneto’s side.
The Forest, close to the Massachusetts Academy
Magneto is struggling to reach Warlock and carry his student to safety. He realizes that Hercules may have broken a few ribs with the bear hug as it hurts to breathe. The Wasp lifts Magneto off the ground from behind. Magneto is surprised to see her flying at near human size. She takes Magneto into the air where Namor is waiting with a punch that sends Magneto once again to the ground. Only this time, the ground happens to be a lake where the cold temperatures will sap his strength and Namor will feel right at home. Namor follows Magneto into the water still punching on the Master of Magnetism. When Namor hauls Magneto onto the shore of the lake, the Black Knight says that they were down a long time. Namor reminds the Avengers he has given his word to abide by their rules and that means not letting Magneto drown. So the Black Knight asks what they are going to do with Magneto now. Wasp replies they will turn him over to the Federal Authorities. Warlock is barely conscious, but everyone is near enough to for him to hear they are taking Magneto away. Warlock decides to save his teacher, and his former friends, by saving magneto himself. The Avengers are shocked that Magneto’s craft is alive enough to attack them. Magneto tells Warlock to release the Avengers at once but gets no response. Fearing that Warlock will drain their energy before realizing what is happening, Magneto hits the youngster full force with his own mutant power. Magneto then tells the Avengers that they have business with him and not his companion. The Avengers remind Magneto that the companion nearly killed them all just now. Magneto tells the Avengers that his companion was just protecting someone he cares for. He asks the Avengers for a moment to restore Warlock and then says they can do whatever they please with him. Captain America asks Magneto directly why he did not finish them as victory was within his reach. Magneto simply tells him that he has learned a better way.
Suddenly the former New Mutants appear dressed in their Hellions costumes. Magma refers to the Avengers as villains, and Cannonball states that if Magneto goes with them, then no one will be hurt. Captain America thinks he recognizes the girl that vanished but Magneto forbids the kids from taking any action. Captain America realizes that Magneto is turning down a rescue attempt in order to protect the children. Magik approaches them and tells Magneto that he gets no choice, she tells the Avengers that he is one of the good guys and she vanishes with Magneto, Warlock and the rest of her teammates. The Avengers stand in shock and watch as the group vanishes on energy disks.
Wasp commands them to the quinjet to find Magneto on the scanners. She believes that he has established a baby brotherhood of evil mutants. Captain America says it may look that way, but reminds his teammates how often they have accepted former criminals who have changed their lives for good. He tells them it would be a shame to miss such a moment based on past antagonisms.
Illyana transports them back only to find a stern faced Emma Frost waiting for all of them. Emma takes them all to Stormhaven Inn, neutral ground. The two teachers spend the remaining days working together in order to discover exactly what is wrong with the students. The White Queen’s attempt at psychic surgery had made their minds whole, but they still had the emotional trauma affecting their hearts and souls. With help from the two teachers, each must face their own nightmares and conquer them.
During this process Illyana reflects on how much Magneto really does care for them. She thinks that he really did what he thought was best when he transferred them to the Academy. Rahne sits on his lap, being held in his arms and crying that she wants to go home. He tells her that she will and thinks silently to herself that she will recover the rest of the way better with the support of her own family at her side. Rahne wipes her tears away, smiles and thanks him.
Magneto tells the White Queen that he thinks their prognosis is positive after all the grief catharsis the children have been through. He states that she could reach them on a deeper level than he could and asks her why she chose to work with him at all on this. The White Queen gives him two answers: she has no use for damage goods, or she simply wants what is best for the children. She tells him to choose the reply he likes best.
Sam approaches the two teachers interrupting their discussion. Sam tells her that they are all very thankful for what she has done for them, but they all feel they belong at Xaviers if Magneto is reopening the school. The White Queen tells Sam that she respects the kids’ decision and won’t oppose it. She reminds the New Mutants that she and the Hellions are now rivals, never enemies. She also tells them there is a place in her house if they ever need a place to go to. After leaving the inn, Emma walks through the snow and laughs softly to herself over the predicament Magneto is now in. Emma believes that Magneto will now have a harder time than ever convincing the children that she is evil.