Near the Shanshan Depression of Southwest China, where Kurt “Nightcrawler” Wagner is surrounded by the Shadow King and those he has possessed – several Bamfs, Betsy “Psylocke” Braddock, the Crimson Pirates called Broadside and Killian, as well as several of the Sea Dogs. The motionless Storm, Colossus and Rachel Grey lie nearby, as Kurt looks into the sky and is surprised as the X-Men's Blackbird jet is suddenly BAMFED overhead. He wonders what it is doing here, and whether it is carrying other X-Men. 'Whoever's aboard that aircraft, Nightcrawler -' the possessed Psylocke begins. '- they cannot save you...' the Shadow King continues. He is about to say 'Any more than you could save yourself', but doesnt' finish the sentence, as two of the possessed Bamfs suddenly teleport the motionless Bloody Bess of the Crimson Pirates onto a sand dune nearby.ing boasts 'BESS!' Kurt gasps. He tells himself that he thought Bess and the Bamfs would have a chance against Psylocke, and wonders if he was wrong. 'Watch me, fool – as I break your would-be rescuers to my will' the Shadow King boasts.
Up in the Blackbird, two young mutants, Ziggy Karst and Rico, along with a few wide-eyed Bamfs, see that Nightcrawler is in trouble, and Ziggy exclaims that they have to help him. But Rico asks what they can do, as the X-Men area already defeated. Suddenly, the Shadow King manifests in the Blackbird and and declares that, in truth, the demon defeated his friends, after he made them his slaves. Rico gasps upon seeing the terrible villain. 'Perhaps after I claim your souls...i will have you slay your teacher!' the Shadow King suggests. Rico hovers towards the villain and tells him that he is not going to do anything, that they are going to find a way to stop him. 'Rico – don't -' Ziggy calls out. 'Oh, really?' the Shadow King responds as he fires a blast of psychic energy at Rico, boasting 'I am the Shadow King – you are no match for me!' Rico is knocked backwards, while several Bamfs suddenly lunge at Ziggy. 'Hey! You're supposed to be on our side!' she exclaims, but the Shadow King tells her that they are his creatures now – as she soon will be. 'No way!' Ziggy declares, picking up a gun, she fires it at the Shadow King, but the energy blast just passes through him, though it sends several Bamfs leaping for their lives. The Shadow King tells Ziggy that he exists in the realm of the spirit, not of the flesh, so her gun cannot harm him. 'YIKES!' Ziggy gasps as the Shadow King grabs her by her neck. 'He's inside my head' Ziggy thinks to herself, while the Shadow King points out that it doesn't mean he can't harm her.
'Your resistance means nothing' the Shadow King tells Ziggy, who is doing her best to fight the Shadow King off. 'Just need a few more seconds' she tells herself, as she tinkers with the side of the laser gun. 'I will smother the light within your mind – eh?' the Shadow King exclaims, as Ziggry manages to realign the blaster, 'Surprise!' she shouts as she fires it at the Shadow King's astral form, 'YEAGH!' the villain exclaims as he is forced back. The ensuing violence causes Ziggy to fall backwards and drop the weapon, which the Bamfs leap towards.
Back amongst the sand dunes, Nightcrawler hears a scream, but there is nothing he can do – as right now he has problems of his own. 'Poor little Elf – still too weak to teleport?' Psylocke grins, holding Kurt by his collar. 'Even if you had all your powers, wretch...you'd be no match for me' Betsy exclaims, winking, as she is suddenly back to normal, the possession of the Shadow King no longer controlling her. 'Betsy?' Kurt asks, surprised, yet smiling. Tossing Nightcrawler towards the Sea Dogs, Betsy exclaims that Logan was right – sometimes Kurt is such an easy mark. 'Toldja we could goold him' Bloody Bess remarks as she sits up, the Bamfs also returned to normal. 'The Sea-Dogs are all yours, Kurt' Betsy tells her friend. 'My pleasure, ladies' Kurt replies as he drops down on the Sea-Dogs. Betsy and Bloody Bess leap into action, 'Leave the big guys to us' Betsy calls out, while Bloody Bess explains that they are sympatico psychics, and once Psylocke got inside her head, she stole her away from the Shadow King's control. Bess declares that they will do the same for her pals, and asks Psylocke to take on Killian, while a motionless Iceman is strewn across the sand dune nearby. 'My pleasure' Betsy declares, kicking the armored Killian, as Bess punches Broadside in the face, reminding Betsy not to forget their edge, as it won't last forever.
Psylocke's fist strikes Killian, and she announces that right now, the Shadow King is focussed on the plane. 'Once he realizes what we're doing...' Bess begins, her foot connects with Broadside's neck, adding '...we lose that edge'. Psylocke grabs Killian's arm and pulls him, declaring that with it they win the fight. 'Solution – we clobber them before that happens!' Bess declares as she kicks Broadside so that he lands against Killian, as Psylocke agrees 'Certainly sounds like a plan', adding that she wonders how Nightcrawler is doing.
Nearby, the Beast lies motionless, while Kurt flips onto one hand and kicks two of the Sea Dogs back, while two little Bamfs assist him. Kurt thinks to himself that the Shadow King requires a host, and he wouldn't take Killian or Broadside as their wills are too strong. Kurt decides that possessing Betsy was a mistake and the Shadow King failed to seize control of Bess, as their psi-powers protect them, which he knows leaves one of the Sea Dogs. Kurt realizes he will have to examine each of them in turn until he finds the right one. He looks one of them in the eyes but sees nothing, so kicks the Sea Dog aside. Kurt is grateful that the Bamfs are back on his side, as he can turn each of the Sea Dogs over to them. The Bamfs take on the Sea Dogs that Kurt kicks to them, before Kurt teleports over to another Sea Dog, knowing that he has no time to waste. The Sea Dog grins as Kurt grabs him by his shirt, and looking into the Sea Dog's red eyes, Kurt sees an image of the Shadow King. 'Bingo!' Kurt exclaims, slamming his fist into the Se Dog's face, knocking him back.
With all of the Sea Dogs taken down, Betsy and Bess rush over to Kurt. 'Top marks, Nightcrawler – now the fight starts for real' Betsy tells him. Kurt tells his friend that he knows, as they have to confront the Shadow King directly – before he can possess a new host. 'Not us, sweetie – you!' Bloody Bess announces, to which Kurt asks the women if they can't stop him with their psychic power. Betsy explains that it won't work, as the Shadow King is too strong. 'I'm afraid this has to be your fight' she declares. Bess informs Kurt that the Shadow King can't control his mind, that somehow he is immune. 'But with our help, you can fight him on the Astral Plane. Your will against his'. Kurt looks scared and reminds Bess that the Shadow King claims to be as old as time itself, adding that he defeated the X-Men in a heartbeat. 'He caught 'em by surprise. And you, sweetie, fought your way back from Heaven' Bess points out. Kurt drops to his knees as Betsy stands behind him and uses her psychic power to bring Kurt's astral form out of his body, telling him 'Our money's on you'.
'You realize we're all three of us crazy. Let's do this!' Kurt exclaims as his astral form rises above the women. Betsy announces that she will psi-link the three of them and channel all their psychic strength into him. 'Beautiful!' Kurt gasps. Rising up towards the Blackbird, Kurt wonders if this is the world as telepaths see it, and announces that he has never beheld such beauty. Bloody Bess psychically tells Kurt, calling him “Elf” to save the commentary, as it is time to go to work. Suddenly, Kurt's astral form bursts into the Blackbird, taking the Shadow King by surprise. Kurt notices Ziggy and Rico amongst the possessed Bamfs and wonders what they are doing here. 'Threatening children, monster?' Kurt asks. 'Not while I'm alive to stop you!' he exclaims as he forces the Shadow King out of the Blackbird, which Ziggy watches, stunned. 'A problem easily dealt with, mutant!' the Shadow King boasts, as his form increases to a monstrous size, remarking that Nightcrawler's telepaths may have given him the ability to face him on the Astral Plane, but his power, his strength, will never be his equal. 'I will crush you all!' the Shadow King booms.
'Did you make those same boasts to Charles Xavier – before he routed you, back in the day?' Nightcrawler asks defiantly, blasting the Shadow King with a surge of psychic energy. 'That was a fluke! The like will never happen again!' the Shadow King replies. 'Wanna bet?' Kurt replies as he dodges the Shadow King's attack. Wide-eyed, Ziggy stares at the battle and exclaims 'Professor Wagner's fighting the monster – this is so cool' The possessed Bamfs appear strained, while the free Bamfs look on in shock, as Rico adds 'Only if he wins, Ziggy. But the odds look impossible'. Kurt creates a psychic sword and decides that the Shadow King has no idea how to cope with his speed and agility, but that the advantage will only last for a moment, and knows that he has to finish this before the Shadow King regains balance. Kurt understands that his psi-sword focuses every scrap of power from Bess and Betsy, plus the totality of his own will. 'All or nothing – here goes!' Kurt thinks to himself as he appears over the Shadow King and shoves the psi-sword into the Shadow King's skull, causing the powerful mutant to scream.
Bess, in her astral form, flies towards Kurt, 'My hero!' she exclaims, adding that she and Betsy knew Kurt could do it. As the Shadow King returns to his regular size, Kurt explains that all he did was stun him, that the battle is not over yet. 'That's why I'm here' Bess announces, adding that Betsy is looking after their bodies. Bess explains to Kurt that before the Shadow King recovers, they must return him to his prison. They each hold onto the Shadow King and lead him back to where this all began. In a cavern, they locate the motionless Omega Black, laid out on a slab, and Kurt asks Bess if she can reintegrate the Shadow King back into Omega Black. 'I set him free. I'm the only one who can' Bess replies, but as she attempts to do so, the Shadow King rises: 'Foolish cow, you are no match for me!' he exclaims. With one hand on Omega Black, Bess calls out to Kurt, telling him that the Shadowe King is fighting back. 'I can't -' she begins, but Kurt tells Bess to relax, and to let him help. Surprised, Bess asks Kurt where he got such strength. 'NO!' the Shadow King roars as Kurt grabs him and forces his form into the motionless Omega Black. 'We fight as a team, monster. Together, we claim victory' Kurt declares. 'We...got him!' Bess exclaims. Kurt helps steady her and suggests they leave Omega Black with the X-Men, as they will make sure the Shadow King never escapes again.
'What about us?' Bess asks, as their astral forms are returned to their bodies, and they wake. The Blackbird has landed nearby, and Bess touches Kurt's face, as he tells her 'One adventure at a time, please'. 'I can't wait!' Bess replies. The Sea Dogs suddenly surround Kurt and Bess, while Psylock and the Bamfs lie motionless. 'Hero's right. Body gets greedy -' one of the Sea Dogs remarks. '- body gets careless. Things turn bad' another points out. 'Sea Dogs?' Kurt asks. 'They're awake!' Kurt turns to see Killian holding Ziggy prisoner, while Broadside has taken hold of Rico. 'A lot's happened while you were dealing with the Shadow King, X-Man. From your perspective, all of it bad!' He announces that they are leaving the X-Men the Omega, and they can have fun with that, so instead they will take Ziggy and make good on the job Kurt kept them from finishing before. 'Never!' Kurt declares, getting to his feet. 'Killian – don't! He saved us!' Bess calls out, as two Sea Dogs close in on her. 'Too late, hero!' one of the Sea Dogs exclaims. 'You're story's done!' another calls out as four of them shove their swords into Kurt's body.
'KURT!' Bess screams as she loosk over at her companion. A wide-eyed Kurt raises his blood-covered hands and reminds himself that he has been stabbed before – and he knows when a wound is mortal. The Bamfs all surround Kurt and Bess, ready to teleport, as Killian informs Bess that it is time to go. 'Never again with you, Killian – we're done!' Bess cries back. Killian tells her not to talk like a lovestruck fool. Lightning suddenly crackles in the darkening sky above, while Broadside tells Killian to be careful, as Nightcrawler's Bamfs may be late to the game, but that they look ready to fight. 'Not just them Broadside – that lightning means the Weather Witch is back in the game as well'. Killian replies, deciding that it is time for the Crimson Pirates to call it a day. With Ziggy and Rico as their prisoners, the two pirates and the Sea Dogs vanish, with Killian warning Bess not to worry, that they will be sure to meet again. 'And on that day you can either join us...or follow your sweetheart to the grave!' he declares, while Rico shouts 'Nightcrawler – no!' and Ziggy pleads for help.
'Kurt!?' Ororo “Storm” Munroe shouts as she drops down onto the dune where Bess is holding the bleeding-out Nightcrawler. Bess informs Storm that the Sea Dogs did him good and proper, and reports that she can barely feel a pulse. Kurt looks up at Storm as she leans down over her friend. 'Sorry, Ororo – didn't see this one coming' Kurt utters. Storm tells him not to speak, reminding him that his Bamfs brought him here, so they can teleport him back to the mansion. 'Too late...' Kurt gasps. Storm declares that she just lost Logan and will not lose Kurt, too. 'Not your call' Kurt points out, before telling the women not to worry, as he has walked this road before and he knows what is coming. 'I'm going to join old friends' he points out, adding that he is sorry that means leaving other friends behind. Kurt tells them that he has only one regret – that he couldn't stop the Pirates and save the children, before he stop talking, a large pool of blood formed around his body as portal opens in the air above him.
Kurt's soul is pulled towards the portal – the pain is gone, just like the last time – but back then there were no regrets. He tells himself that Rico and Ziggy were his responsibility and he failed them. Kurt gasps as dozens of other souls across the sky appear – more than he can count, from more races than he can imagine. 'It's so beautiful' Kurt smiles, when, suddenly, someone calls out his name. 'Bess? What are you doing here?' Kurt asks, surprised. 'You don't run out on me so easily, buster! Take my hand!' Bess smiles, announcing that she is taking him back. 'Are you crazy?' Kurt smiles, as he reaches out for Bess. 'Absolutely, Elf – that's why I'm gonna win!' Bess boasts. Kurt tells Bess that it is too late for that, when, suddnely, a pair of gloved hands reaches out through the whirling portal and exclaims 'Gotcha!' and Kurt is suddenly pulled deeper into the portal. 'Kurt, no! NO!' Bess screams as she falls away from Kurt, who tells Bess that he is sorry, but he can't hold on. Kurt's soul suddenly takes the form of his body, 'She's – gone. I don't know this place – where am I? Is it – Heaven?' Kurt asks as he examines the grassy surroundings, with a brilliant light overhead. 'Consider it a way station along the road' the voice of his rescuer replies. A look of astonishment falls across Kurt's face and he shouts 'AMANDA? Is it truly you?' he asks as he sees the beautiful Amanda Sefton standing before him. 'I told you our story wasn't done' Amanda smiles. They embrace, holding each other close, as Kurt calls Amanda his heart and reminds her that he said he would find her, no matter what.
Hand in hand, they walk across the grass, as Kurt reminds Amanda that she said this was a “way station” and asks her what that means. 'Why do you keep looking back over your shoulder?' Amanda enquires. Saddened, Kurt informs Amanda that he has students, children entrusted to his care, that they are in danger and need his help. He recalls having a moment before he was stabbed, and wonders if he could have teleported clear – but he didn't, and now it is too late. 'There's nothing I can do' Kurt declares. 'Oh, ye of little faith' Amanda replies. Kurt asks her why she is smiling, and Amanda tells him that he was right – this isn't Heaven. 'Consider this its borderland. Different set of rules, way more possibilities'. Amanda reveals that she is here for a reason – she has work to do – and the same applies to Kurt – back on Earth. Kurt looks up to where an impressive glow appears. 'But I failed. I was killed' Kurt points out. 'That my friend, is what we call a “technicality”' a voice announces from above. 'Unglaublich!' Kurt gasps, while Amanda smiles. 'We're X-Men, Bub. Breaking rules is what we do best' another voice adds from above. It is none other than Jean “Phoenix” Grey and Wolverine a.k.a. Logan, who both appear surrounded by the fiery Phoenix Force. They hover over Kurt and Amanda and say nothing more.
Amanda tells Kurt that if he doesnt like the way things turned out, then to go back and set them right. 'Do what the X-Men do best: Find a way to win' she smiles. 'Be for those kids what you've been for me, a knight in shining armor' Amanda adds. 'But I don't want to leave you!' Kurt replies. 'You're a hero, my love. It's who you are, it's what you do'. Amanda reminds Kurt that heroes don't always get what they want – that is the price they pay for saving the world. 'We are not done yet, Amanda, not even close! Whatever it takes, I will find you. We will have our happy ending. This I swear' Kurt announces as he and Amanda kiss. Suddenly, 'Gotcha!' a voice calls out, as Bess's astral form grabs Kurt, and pulls him along. 'I'm being pulled back! Kurt tells Amanda as he reverts to his soul-like form. 'That's the way it goes, sometimes' Amanda tells Kurt. She smiles as the glow radiates around her, 'Save your kids, Kurt. Make us all proud!' Amanda calls out. 'AMANDA!' Kurt shouts, before, an instant later, he wakes in his body, with the Bamfs smiling, Storm, Bess and a revived Betsy gather around him. 'I – I'm alive' Kurt smiles.
Bess tells Kurt that he doesn't get away from her that easily, and supposes that she has been hanging around them for way too long. 'I'm like you now, I don't quit anymore. I find a way to win'. Storm asks what happened, and Kurt announces that it was a miracle. 'You sound great' Bess declares. Kurt raises his shirt – there are no wounds in his body, and he tells the others that he feels great, his wounds are healed. 'So – what now?' Bess asks. 'You came after me, Bess. Now, we go after the children, to bring them safely home' Nightcrawler announces as he gets to his feet, pulling Bess up with him. Storm tells Kurt that whatever he needs, the X-Men stand ready to help. But Kurt informs Ororo that this is something he and Bess need to do for themselves. He instructs her to safeguard the school, while they bring the Crimson Pirates to justice. The Bamfs cheer, while Kurt and Bess look determined as Kurt adds that they will then deal once and for all with their employer, Tullamore Voge!'