With vacant eyes and a slight drool, Empress Lilandra Neramani, ruler of the Shi’ar Imperium addresses her Empire. She tells them that if they love her, she commands them to die for her. On the view screen ahead and on holograms at her feet, Lilandra watches as her Imperial fleet fires at her cities, laying them to waste. Addressing one of the holograms of her fleet captains, she commands the Imperial Craft "Exceptional Paragon of Annihilation" to immolate itself for its Empress. To the rest she commands them to make war in her glorious name.
Lilandra's rants are interrupted by Imperial Sage Araki. He tells his empress that she has brought doom on galactic civilization. On bended knee, he implores to Lilandra that the man at her side is not Charles Xavier, but his terrible opposite, his anti-self. A monster dressed in friendly flesh, he exclaims that this thing that has taken her soul is what their books call Mummudrai, an immensity of hate. As Sage Araki weeps, he is joined by G-Type who has arrived answering the call of Lilandra. G-Type informs Lilandra that contact has been lost with the Superguardian team on Earth and that the two captive X-Men have escaped. Coldly, Lilandra tells G-Type that they must destroy Sage Araki as he has, in a fit of madness, unleashed war and brought chaos to the empire. Wrapped in malevolence as much as Xavier's body, Cassandra tells G-Type that the mutant mind plague has infected the Sage and orders her to burn out the contagion.
As G-Type clasps her hands around Araki's head she begins to cry in pain. Torn asunder herself she becomes putty in the energy controlling hands of Xorn. Bolting into action, Cyclops elbows a guard in the face, fires his optic blasts at others and informs the rest that they are facing "those pesky X-Men". Seeing the control room fall to the two X-Men, Cassandra informs Lilandra that she will not be needing her anymore. Saying her goodbyes Cassandra tells her Lilandra that she was hopeless in bed and throws her body over the railing to the deck below. Xorn, witnessing the toss, jumps from another deck and catches the empress. After twisting in the air, Xorn lands on his back, absorbing the brunt of the impact.
Above, having dispatched the rest of the crew, Cyclops approaches Cassandra. In a mocking tone, Cassandra tells Cyclops that he is as tough as a roach. She tells him that she knows what goes on in his mind. His wife Jean, Cassandra continues, hates his weakness, timidity and restraint. Grim faced, Cassandra tells him that Jean wishes he could be more the hero behind closed doors. Opening his visor in rapid successions, Cyclops fires, trying to penetrate Cassandra's psychic aura. As he does so, Cyclops hears random thoughts of despair, trying to drain his spirit. Finished with his probing blasts, Cyclops tells Cassandra that she is nothing but a bodiless lifeform of pure emotional energy that needs the professor's nervous system to work through. With a sneer, Cassandra asks Cyclops if he really thinks that he's faced the worst. Surviving a broken heart and shattered soul has not made him strong, but has left only pathetic emotional debris. Turning her back to the X-Man, Cassandra calmly walks to the transit stream. As she does so, she tells Cyclops that he is broken and dead inside. He should face up to it and kill himself. Silent, Cyclops watches her walk into the transit stream.
From the deck below, Xorn runs up the stairs carrying Lilandra. Steam billowing from the vents atop his helmet, Xorn tells Cyclops that he can hear the electromagnetic alarms of the superdestroyer machine. It is about to commit suicide. Staring into the transit stream, Cyclops tells Xorn that Cassandra has already walked through and is heading for the Institute. Almost babbling, he tells Xorn that he had a chance to stop her, but with her wearing the Professor's body, he couldn't. Pleading to his teammate, Xorn reminds Cyclops that the spacecraft is about to commit... His words are interrupted by the explosion that tears apart the superdestroyer.
On her tenth attempt, Angel manages to fly straight enough with her insect wings to reach the Institute's second story window. As she crawls through the open window she is goaded on by the Stepford Cuckoo sisters who are watching through Angel's senses. Searching through Beast's office Angel tells the eavesdropping sisters that she is familiar with the room, as she once looked through the office for drugs. Incredulous, the sisters tell Angel that they can see through her and tell her they know that she has never taken a drug in her life. Back in the greenhouse where the girls are hiding, a sister admits that Angel has had sex, which is more than any of them could say. Another sister, still in contact with Angel, tells her to grab the jar that says "Cassandra Nova Sample". On a nearby bench, Emma Frost, her head encased in a smooth alien-tech confinement hood, sits with her hooded head in hand. Another sister, seeing this, instructs her sister to tell Angel that Miss Frost is becoming incredibly impatient.
Back upstairs, Angel finds her way into the lab and hears a frightened voice. Following the voice, Angel finds a teenager with a birdlike face and a feathered body to match sitting in a holding tank half-filled with liquid. In the same quivering voice, the teen tells Angel that he is totally naked, self-conscious, crazy in the head, and also deserving pants as a basic human right. Contacting her telepathic friends, Angel tells them that she is setting the freak loose for the hell of it.
Minutes later, Angel and a robed Beak arrive at the greenhouse. One of the Stepford sisters chastises Angel for finding no alien superheroes but the Beak instead. In retort, Beak replies that Angel told him that they had an army. Looking at the five of them, the Beak remarks that this is the only army who can all go to war in the same taxicab. One of the Stepford sisters replies that their number will increase if they can remove the helmet off of their teacher, Miss Frost. Pointing to the floating green alien (Stuff), Beak asks why don't they ask him how to remove the helmet. Another Stepford sister remarks that while Barnell Bohusk is an undeniable weirdo, he has had a very good idea. Using their unified mental powers, the Stepford Cuckoos reach into Stuff's mind. After a few moments, the helmet covering Emma Frost begins to melt away.
After gasping a lungful of fresh air, Emma vows to never again use spearmint toothpaste again. Next she thanks the girls and asks where they were before all Hell broke loose. One of the sisters tells Emma that they have a plan. Holding up a vial, the sister tells her teacher that they had Angel steal this particular DNA sample from Dr. McCoy's laboratory. Running her hands through her nappy hair and grinning ear to ear, Emma tells her girls that she is immensely proud of them.
In the bowels of the mansion, Jean struggles to remain conscious, her brow sweating profusely. Looking to her side, she asks Hank to continue what he was saying. Before Hank can speak, Wolverine butts in, telling Jean that they are up to their necks in it. Even though Cassandra ripped through them last time, he is spoiling for the fight. Standing among his Superguardians, Gladiator tells Wolverine that they stand by his side. This is his vow. As she begins to fall, Jean is caught by Wolverine. Taking her to sit down, Wolverine tells her that her temperature is way out of control. Putting her hand to her head, she tells him that she feels sick and that she can't concentrate. Hank reminds her of the Micro-Sentinels in their bodies. Hearing this, Gladiator approaches Jean. Using his micro-vision, he confirms the statement, reporting that there are ten billion active machines in her bloodstream dismantling white cell immune structures.
Across the room, Beast tells the group that the Professor's vital signs are going. Fumbling with an injection gun, he theorizes that a Sentinel inoculation will enable his dormant healing factor. Reminding them that the Sentinel enriched liquid is what drove the U-Men technology, he postulates that Cassandra left it behind to bring her body back from the brink. As Beast reaches to inject Cassandra's body, Jean springs to life, yelling no. She tells Hank that it is what Cassandra wants him to do. She hurt him so that he would have to do something to prove himself. Beast reminds her that Charles' mind will die if they don't save the body. Speaking deliriously, Jean tells Beast that Cassandra knew that he would work on a solution. She was counting on him saving the body in time for her to return and retrieve it. However, she states, she can save Charles' mind. He will not die. Beast tells Jean that he has already watched her push herself to the limits of her telepathy. Jean replies that she has not been pumping her brains to fight Cassandra, but to make space. Beast and Wolverine argue further until they hear the commotion from above. While Beast mutters that they are out of time, Wolverine simply states that the bitch is back. As Wolverine lays Jean next to Cassandra's bed-ridden body, Beast ushers to civilians to safety.
After leading the group to the Danger Room, several of the reporters express solidarity with Beast against Cassandra. One reporter even apologizes for calling Beast a monster earlier. Seeing someone else, Beast tells the man that he must have missed it and says that he's sure he didn't mean it. Walking up to the person he noticed, Beast says hello to Trish Tilby. He apologizes for not noticing her earlier. Trish tells Hank that she is so sorry for her overreactions and begins to gush. Not having much time, Beast tells Trish that while they had fun together, he is not currently interested in a relationship with a human being and adds that he thinks that he might in fact, be gay. As Trish stands open mouthed, Beast excuses himself as he must answer the intruder alert that has just sounded.
Gladiator, Manta, Smasher, Plutonia and another Superguardian walk out the front door onto the front lawn. Ordering their mind-armor on, Gladiator reminds his Superguardians that without the empress to command them, hope is their only weapon. Helping Smasher stand on his feet, Plutonia begs her darling not to push himself. Marshalling his strength, Smasher tells his teammates that they will need him, as they do not know what she can do. Silencing Smasher, Gladiator says that after she almost tricked them into exterminating the mutant species, he does not need to know any more of what Cassandra Nova can do. He only has to stop her.
In the Cerebra room, Jean dons the helmet linking herself to the Cerebra machine. As she reaches out with her powers, Jean tells Xavier that the body can't contain him anymore. It is too sick. She tells him to die. It is all right. She will catch him. Staring into the luminescence of Jean's telepathy, Beast tells Jean that Cassandra is right outside. Taking off the Cerebra helmet, Jean addresses Beast as Henry and tells him that she knows. As blood seeps from her eyes, Jean tells Beast that she isn't sure if she can hold him. Then staring far off she tells Beast that she can see Cassandra and knows that she has come to kill them all.
On the Institute's front lawn, clad in Xavier's body and bathed in psychic energy, Cassandra holds Gladiator helpless as the rest of the Superguardians writhe in agony. Speaking to Xavier in Jean's mind far below, Cassandra tells him hello and that it will be his turn next.