The students at the Xavier Institute were having a normal evening or what passes for normal at the X-Mansion. Mercury was sleeping fitfully, restless with nightmares of her recent imprisonment and torture at the Facility. Elsewhere, a handful of students are enthralled and a bit frightened by the dark tale told by the precognitive Blindfold. X-23 is training in the Danger Room. David Alleyne is watching his girlfriend Nori confront their teammate Hellion. He is interrupted by Elixir who is wearing only a pair of loose sleep pants. David is surprised and asks him what’s going on. Josh babbles about knowing everything and then tells David that he’s going to touch his eyes. Josh gently places a finger on David’s glasses and it begins to glow. Then David’s eyes glow and he cries out. Josh assures him that he knows what to do now. Josh smiles and David finds that his vision is suddenly blurred. He asks Josh what’s the matter and as he removes his glasses, everything becomes clear. Stunned, he tells Josh that he has fixed his vision! Josh simply replies, “I know.”
On the grounds, Sentinel pilot, Alexander Lexington reports in that all students and the X-Men “A” team are accounted for. He then adds that two students Surge and Hellion are on the front steps. He is advised to watch out for them as they are both “red-flagged”. He replies that Surge is a good kid and control replies that Hellion is a problem and that Ashida threatened to attack his Sentinel just the other day. Lex argues that it was a misunderstanding and that they’re just kids.
Julian is venting his concerns about X-23. He tells Nori how she killed a man in front of him, about her connections to the mob and the Facility and her intense hatred for Kimura. He says that he thinks she’s really messed up. Surge tells Hellion to shut up and punches him squarely in the jaw. This sends him to the ground and he asks what’s the matter with her and why she did that. Nori gets in his face and tells him that he could have died and that he is never to run off and do anything like that again. She yells at him that both he and the other New X-Men are her responsibility. They all could have died and she wouldn’t have been there! She again tells him that this is never to happen again.
Hellion hears what she has to say and seems to understand where her hostility is coming from. He is about to ask if she is okay but their conversation is disrupted by a fiery explosion from inside the Institute! Hellion manages to shield them from the blast. Lexington reports to O*N*E that they have a situation. Surge quickly reacts and is about to send Hellion in to check on their fellow students and he is one step ahead of her. However, he is unable to breach the firestorm despite his telekinetic field. Nori is in shock and disbelief as the two are engulfed by flames. She calls desperately out for David.
David wakes to find himself in chains with Dust desperately calling to him to wake up. He opens his eyes to find himself on a dais with Dust and Mercury encased in rock to each side of him. The sight before him is shocking. An immense army of demons has assembled. Several of them are holding a student from the Xavier Institute in their clutches. David realizes this is bad and asks the others what happened. All he remembers is fire and an explosion.
Cessily says that she was asleep and woke up when she heard the Cuckoos screaming. She gestures to the triplets on the ground nearby with strange helmets clamped around their heads. Cessily adds that these things were putting them inside these helmets and that she thinks Martha is in one as well. David surmises that whoever was behind the attack knew to take out the telepaths first. He notes that Nori and Julian are missing and assumes that the others can no longer use their mutant powers.
Mercury tells David that he has to get them out of there. Dust tries to calm her and Cessily yells at her not to tell her to calm down! She cries out to David to get these rock-like bonds off her now. As she struggles, the rocks only cling to her more. David tries to tell her to stop and that she’s only making it worse.
Their exchange is disrupted when they catch sight of their captor, the demonic Belasco. He greets the assembled masses with Limbo’s head demon S’ym at his side. Behind him, held aloft in a column of arcane light are the X-Men. Seeing Belasco, Sooraya calls him “Shaitan” and concludes that they must be in hell. Mercury continues to cry out to David for help.
Belasco turns to David and asks simply “Where. Is. She?” David is confused and asks who he means, who he is and what he wants from them. Belasco takes David by the chin as S’ym wraps his massive hand around David’s head. The demon lord states that David was with her and that her scent is on all three of them. He demands that David reveal her whereabouts and threatens that he and his friends will suffer if he does not.
In the crowd below, X-23 calls out to Trance and orders her to use her powers of astral projection to send her consciousness into the light above them. Hope is busy being grossed out by the tentacled demon that is holding her captive. She asks X-23 what’s up there and X-23 replies that it’s the Institute and she can see it with her enhanced vision. Hope asks if she’s serious. Josh chimes in that he can fix them, no matter what Belasco does to them. X-23 tells him that she can tell from his eyes that he will not hurt them. Josh replies that that’s good and X-23 clarifies what she meant; he won’t simply hurt them, he’ll kill them.
Elsewhere in Limbo, the remaining students (Anole, Blindfold, Loa, Match, Nezhno, Pixie, Rockslide and Wolf Cub) find themselves standing atop a sea of jagged, fiery rock slabs. Santo asks what that was and what happened to the common room. Pixie says that he’s supposed to be protecting them since he’s a “New X-Man” and calls him a jerk. Santo tells her to shut up, he’s thinking. She then knows they’re in real trouble. Anole states that they are and deduces that they are in Limbo. Match suggests that the X-Men will come for them and Victor comments on their recent track record when it comes to their students’ welfare.
Loa talks to herself and tells everyone that they’re going to be okay. Nezhno calls out to Blindfold and asks what will happen next since she clearly saw this coming with her powers. Blindfold responds that “she” will come but not in time. Santo threatens to hit Blindfold if she doesn’t shut up since everything she says is bad. Anole asks if he’s insane and points out that he’s supposed to be in charge. Rockslide explains that he just hits stuff and doesn’t know what to do.
Blindfold continues with her cryptic comments. She says that “she” will not listen to Anole and they must save her. She then clarifies that they must save Pixie and the she is too important to “fall to darkness”. Pixie is about to react to this when she sees a mass of Limbo’s demon army charging up the cliff towards them. Blindfold repeats again that she will not come in time.
The mutants do their best to defend themselves. Match unleashes his flames, Loa phases her body and as a demon’s arm passes through, it crumbles. Rockslide clobbers one and calls out to Victor for some idea what he should be doing. Nezhno stands calmly next to him and advises that he watch his side. Anole leaps onto the back of a demon and blends his skin to mimic it. He calls out to Santo to get to Blindfold and protect her.
Pixie is closest to Blindfold and tells her to watch out. She uses her pixie dust on the approaching demons and they are stunned and freeze in place, much to her surprise. Blindfold asks what the pixie dust makes them see and Pixie says she doesn’t know but it must be something awesome. In reality, they see rainbow bubbles and a giant teddy bear.
Pixie calls to Santo for help and he prepares to launch his arms at them. Blindfold tries to tell him not to and that it doesn’t work anymore, but her cries of warning come too late. When Santo tries to fire off his arms at the demons, it backfires and his body explodes into hundreds of tiny pieces.
Victor yells out Santo’s name and then orders the others to regroup around Blindfold so they can work together as a team. As he says this, a demon strikes from behind and slices off his arm! The others are shocked as Anole cries out in pain and clutches his severed arm. The demon moves in for the kill but his head is cut off by a swift blade.
Blindfold announces that the Darkchild is here. Illyana Rasputin stands over the demon, a bloody axe in one hand. In the other is a chain which is linked to a collar around the neck of her old foe, the demon N’Astirh. Illyana’s eyes glow red. She has large horns on her forehead, demonic hooves in place of feet and a red, devilish tail.
At Belasco’s fortress, he yells at David asking where Illyana Rasputin is. David clearly recognizes the name and S’ym insists that he knows where she is. X-23 calls out to Dust and Mercury telling them they have to do something! David looks up at Belasco helplessly and says he’s sorry but Illyana Rasputin is dead. Belasco cries out “You lie!” and yanks David from the ground, breaking him free of his chains as he plunges his hand into David’s chest and rips out his heart! The others cry out as David is thrown from the dais to the ground below. Holding David’s heart in his hands, Belasco asks the others “Where is she?”