In the New York office of Sublime Pharm Solutions, John Sublime uses the telepathic power of a disembodied mutant brain to immobilize Cyclops and Emma Frost. Neither of them can move, which puts them at the mercy of Sublime and his U-Men. Cyclops sits frozen and powerless with guns pointed at his head and Emma lies on the ground with a bloody nose after being punched in the face. Emma can only use one of her powers at a time, and now that she lies in her diamond form, she can’t access her own telepathic abilities to combat the psychic assault. Sublime promises to turn mutants into livestock and harvest their organs for his third species, the U-Men. He wastes no time menacing his two new captives, telling them about how he can dissect and torture them.
Elsewhere, in the back of a truck on a cold Wyoming street, Wolverine does some menacing of his own. He defeats a small band of U-Men to save a mutant fly girl from having her wings cut off. Even after being shot several times by knife-shooting firearms, Wolverine has no trouble ripping through his adversaries. At first, the young girl thinks Wolverine is an enemy too and spits acidic saliva on him, but she eventually calms down when she realizes he just wants to help. After rescuing the girl, Wolverine blows up the truck and the two of them leave.
Wolverine takes the young girl, who says her name is Angel, to a diner. He buys Angel some food and she eats while he picks the metal knives from his body. Because of Angel’s mutation, she spits acid on her food to dissolve it before she eats. Angel expresses fear and regret over being a mutant. The owner of the diner approaches their table carrying a shotgun, angry about having mutant customers. Before asking them to leave, he tells Wolverine and Angel how he killed his own baby son to spare him from having to grow up as a mutant. When Angel tells the owner to go to hell, Wolverine tries to calm her down, but the owner fires his shotgun. To avoid being shot, Angel flies through a window and soars into the night air, but her flying is erratic and she crashes into a pile of garbage on the ground. Wolverine comes outside and tries to help Angel deal with her problems, but she gives him attitude.
Outside of the Xavier Institute, an army of U-Men waits in trucks, preparing to ambush the school and acquire hundreds of mutant organ donors. They contact their leader, John Sublime, and he tells them that the mission should be easy since Cyclops and Emma are already incapacitated. Except for Jean and a horde of untrained mutant kids, the Xavier Institute is defenseless.
Inside, Jean sits at a comatose Beast’s bedside and tells him that strange things are happening around the institute. People are starting to get weird illnesses and Jean wonders if some mysterious, malevolent force is behind the trouble. Jean gets up and walks over to a tank holding Barnell Bohusk, the Beak. While he recuperates, Jean tries to telepathically rouse him and find out who victimized him and the Beast. She’s stunned when she sees that Beak thinks Professor Xavier caused the trouble. Suddenly, an intruder alert sounds off and interrupts Jean. She leaves to see what the fuss is about. After Jean leaves, Beast awakens and calls out to her, but she’s gone. Beast gets out of bed and walks to the morgue. He finds the box containing Cassandra Nova’s body and says Professor Xavier lies there.
Jean phones the police and tells them that the Xavier Institute is under attack, but the police refuse to help a bunch of mutants. Jean hangs up the phone and several students approach her, offering to help her fight off the intruders. The U-Men storm the gates of the Xavier Institute and demand the school’s inhabitants to come outside. Then Jean comes outside to meet them, followed by the students, ready to bust open an industrial strength sized can of whoop ass.