The Jean Grey School, where Kurt “Nightcrawler” Wagner and Rachel Grey sit at a table, enjoying breakfast together. Kurt thinks that it is strange, even after the death of a dear friend, how quickly things get back to normal. Kurt observes Bobby “Iceman” Drake teaching a class of students including Match, Mercury, Rico, Oya, Crosta, Sprite, Eye Boy and Kid Gladiator, and tells himself that death is but a moment in the great scheme of things, regardless of the loss - of how deeply they may feel hurt. Life goes on. Kurt, Henry McCoy a.k.a. the Beast and Ororo “Storm” Munroe share some time together between classes.
But they are teachers, and have responsibilities to their students. Accompanied by several of his Bamfs, Kurt participants in a Danger Room session with Piotr “Colossus” Rasputin and Betsy “Psylocke” Braddock. This is observed by a group of students - Armor, Mercury, Rico, Crosta, the boy with a face like a skull and the girl with antlers. Also with them is new student Ziggy Karst. ‘Look at him go’ Mercury exclaims. ‘I’ve never seen Nightcrawler move so fast’ the girl with antlers remarks as they watch Colossus hurl volleyballs towards Kurt, who dodges them. ‘Colossus is really trying to nail him’ Crosta points out. ‘Close, mein freund…but no cigar!’ Kurt exclaims, to which Colossus tells him that it is no fair teleporting. ‘You know the rules, Piotr Nicholiavitch. In the Danger Room… X-Men use all their assets’ Kurt smiles as he teleports about. ‘If you insist…!’ Colossus replies as he hurls another ball, right at Kurt’s face. ‘OW!’ Kurt exclaims as he is knocked about, before he plummets to the Danger Rom floor, landing with a THUNK.
Nightcrawler’s Bamfs teleport to his side, while Colossus and Betsy rush over to him. ‘Kurt, are you all right?‘ Betsy calls out. Nightcrawler looks up at them, and suddenly, sees a vision of a woman with white hair and red face paint behind chased. ‘Kurt, it’s Betsy, can you hear me?’ Betsy demands, standing over Kurt. She tells Colossus that something is wrong, ‘His thoughts are scrambled! There’s another presence in his mind!’ Betsy reveals, as Kurt sees the other woman again - Bloody Bess! Her eyes are full of fear and she announces that she is in trouble. ‘Will you help me?’ she pleads. ‘Yes’ Kurt utters and suddenly, he and his Bamfs teleport away, leaving a confused Betsy and Colossus in the Danger Room.
A barren landscape, where Kurt and the Bamfs suddenly materialize. ‘Never done a port like that before’ Kurt remarks, rubbing the back of his neck, he supposes that the Bamfs must have acted like living superchargers. Kurt looks around and sees that he is in the middle of a desert in the middle of night, and wonders how far they have gone. Suddenly, sliding down the dunes, Bloody Bess appears and grabs Kurt. ‘You heard my call! You came to help!’ she exclaims. ‘Bess?’ Kurt asks. ‘My hero!’ Bess replies, kissing the surprised Kurt on his lips. When they part, Kurt sees that Bess’ armor is in shreds, and asks her why he is here. ‘What’s happened to you?’ he adds.
(Flashback panels, narrated by Bloody Bess in the present)
‘Always the man of business’ Bloody Bess remarks, suggesting that they are going to have to work on that. ‘Simply put, the Crimson Pirates were on a caper for our boss, Tullamore Voge’ she reveals, explaining that he beamed them - Broadside, Killian, several Sea Dogs and herself, down to the West China Desert to collect an artifact. They searched a tomb and came across a woman with an Omega symbol on her forehead. Their scans told them that the figure was totally inert, not a sign of life, and definitely not of sentience. Killian figured to play things safe by having Bess psi-scan the woman - but that was a big mistake, as a black energy poured from the woman’s eyes and into the mouths of Broadside, Killian and the Sea Dogs. Next thing Bess knew, she was fighting for her life. The hostile wanted to possess her, too, but it couldn’t grab a firm gold of her, as her natural psychic defenses were too strong - so it went for the next best thing - it tried to make her dead. She fought her teammates, but taught the hostile the hard way that she doesn’t die so easy, and ran for her life, while being pursued by her possessed teammates.
‘And yelled for help to the only person my heart told me would come when I called, no questions asked’ Bloody Bess concludes. ‘That’s crazy!’ Kurt replies. ‘You’re here’ Bess points out, adding ‘Just the same as I’ll be by your side whenever you need me. Like it or not, sweetie - there’s something between us’ Bess smiles. The Bamfs all smile and look happy, as Bess suggests to Kurt that if he doesn’t trust her, to trust his Bamfs. ‘Perhaps some other time, thank you’ Kurt replies, before remarking that right now, they have to deal with Bess’ mysterious adversary. ‘Funny’ a voice calls out. ‘Same thought, had by us!’ another declares. ‘Time to die’ a third shouts, as Bess and Kurt turn around, to see several Sea Dogs leaping towards them.
Before Kurt can react, Bess strikes the first blow - she is fast and strong, and, Kurt admits, gorgeous. She punches one of the Sea Dogs in its face, and it falls to the ground. Kurt is relieved that this scouting party numbers only three, and as the third Sea Dog fires a weapon at Bess, Kurt throws the second to the ground. Bess fires back at her foe, and the three are quickly dealt with. Kurt holds up one of his swords and grabs Bess with his free hand, they start to run, with the Bamfs at their feet. Bess announces that the Sea Dogs possess a group awareness - what one knows they all do. ‘Which means they know where we are. Time to start running…and hope we can find a position to defend’ Kurt replies ,while thinking ‘Or, better yet, for rescue to arrive’.
At the Jean Grey School, in the hangar bay:‘Ziggy - what’re you doing?’ Rico asks as he scuttles into the Blackbird, to find his friend Ziggy Karst tinkering with the aircraft. ‘Working, Rico, can’tcha tell?’ Ziggy asks. Rico points out that they are not supposed to be here, and that Ziggy is definitely not supposed to be taking apart Kurt’s Blackbird. ‘Gimme a break, my friend. Some of these systems are ancient! I’m just making things way better’ Ziggy smiles. ‘Professor Wagner’s gonna kill us’ Rico declares. Suddenly, Rico hears something: ‘What’s that noise?’ he asks. ‘Somebody sound an alarm? Are those X-Men?’ Ziggy asks, as they look out into the hangar bay, where Storm, Psylocke, Iceman, Colossus, Beast and Rachel Grey are rushing to one of the jets. Betsy announces that she has a mental track on Kurt, adding that they seem to be psi-linked. Storm declares that anyone capable of pulling Kurt to the far side of the world is not to be taken lightly, and that chances are, he needs their help. She then instructs the Beast to get the X-Plane airborne.
‘That is so cool!’ Ziggy exclaims as she and Rico watch the X-Plane leave the hangar. She then asks if it happens often, and Rico tells her that it does, before pointing out that this is looks serious, and they should get back upstairs. ‘Yeah, you’re probably right. Lemme clean up - YIKES!’ Ziggy exclaims as several Bamfs teleport into the Blackbird, and put Rico and Ziggy into the plane’s seats. ‘These are Nightcrawler’s little Bamfs buddies’ Rico remarks. ‘Those are the flight controls’ Ziggy exclaims as the Bamfs scamper about the control panel. ‘Do they know what they’re doing?’ Ziggy asks, but Rico tells her that he doesn’t know, before pointing out that they have started the engines. Indeed, the Blackbird roars to life, ‘C’mon ,Ziggy, we gotta -’ Rico begins, when suddenly, the entire Blackbird is teleported away courtesy of the Bamfs.
Back in the desert, Kurt and Bess have been running a long time - both of them more on will than muscle. They are beyond exhaustion - yet they refuse to die. ‘You have a good grip, Wagner’ Bess remarks as she clutches Kurt’s hand. ‘As do you, Bess’ Kurt replies, the Bamfs scurrying at their feet. ‘Takes a pirate to know a pirate’ Bess declares, to which Kurt tells her to stop talking like that. Suddenly, they find themselves surrounded by a group of Sea Dogs, each shouting ‘KILL!’ ‘We have bigger problems right now’ Kurt points out, before noticing a missile descending from above, he adds ‘And this time, they’re not alone!’ The missile lands and explodes amongst the group, sending everyone careening through the air. When Kurt gathers himself, he looks up to see Broadside and Killian approaching him. ‘You cannot escape, monster. Nor can you save the woman. You are both fools to even try’ Killian declares.
‘I’ve heard that vocal cadence before’ Kurt declares, realizing that he has seen that smile on Killian’s face before, too. He knows that Killian is possessed by someone, and wonders who. ‘You may be immune to my influence, Bess…but that problem is easily dealt with!’ the possessed Killian shouts as he brings his energy-charged fist down towards Bess, who leaps out of the way of his punch, as does Nightcrawler, who strikes out with his sword, only to discover that Killian’s body is protected by the armor he wears. ‘But not his head’ Kurt thinks to himself as he kicks Killian’s head, knocking him backwards. ‘Your life is done, Bloody Bess’ Broadside states as he stands over Bess and aims a weapon at her. ‘Wanna bet?’ Bess smiles, exclaiming ‘Your problem, psi-thief, is that you stole Broadside’s body, but not his smarts. Pirate rules: shoot first, boast later. Otherwise…’ Bess then tosses sand upwards, into Broadside’s eyes.
‘That’s the least of your problems’ Bess replies, as two Bamfs teleport on to him. One kicks him in the face, while the other starts tugging at his beard. ‘C’mon, Bamfs, let’s take him down!’ Bess exclaims as she kicks Broadside. But, good as they are and hard as they fight, their adversaries keep on coming. The creature possessing them simply will not let them fall. Kurt decides that the ruthlessness is yet another clue. ‘But if I’m right about who he is…then we’re in real trouble’ he tells himself, as he, Bess and the Bamfs are backed up to the edge of a large dune, a drop behind them, Killian, Broadside and the Sea Dogs move in closer. ‘Sorry, Elf. Bullets won’t shoot through their armor. I’m not even slowing ‘em down’ Bess calls out as she fires a weapon at her possessed teammates, adding that she is running out of ammo.
‘Then we’ll have to pull back - Bess, behind you!’ Kurt exclaims, as a shadowy form rises behind Bess, ‘I’ve taken your measure, psi-witch!’ the shadow form calls out, as Bess’ psyche is drawn out of her body. ‘BESS!’ Kurt shouts as the shadowy form declares ‘And I have found you wanting!’ before tossing the screaming Bess off the edge of the high dune. ‘NO’ Kurt declares, ‘I will not see another friend die’ he announces as he teleports away.
At that moment: ‘Crimson Pirates! Stand down!’ a voice announces from the approaching X-Plane. ‘You’re too late, X-Men’ the shadowy form responds, casting a psychic blast towards the plane. ‘Your defenses are breached!’ the shadowy form boasts, as the Broadside fires a shot at the plane, striking it. ‘Those who might have resisted are the first to fall’ the shadowy form exclaims, as Betsy clutches her head and Rachel appears to be in agony. A psychic grasp then takes Storm, Iceman, the Beast and Colossus, as the X-plane lands in the sand. ‘Before it’s even begun… your battle is lost’ the mysterious foe announces.
Behind a dune, Kurt holds onto Bess, who tells him that saving her is getting to be a habit. ‘More like a dangerous pleasure’ Kurt replies, pointing out that Bess has taken some hard hits. ‘I’ll recover, sweetie’ Bess assures him, before Kurt tells her that they need to get her to safety - when suddenly, a large city, full of skyscrapers appears ahead of them. ‘Will you look at that. Illuminated by the sunrise. The Chinese built a city in what must have been an oasis’ ‘It looks brand-new - and also pretty much deserted’ Bess points out as she and the Bamfs look at the city. Kurt remarks that, at the very least, there will be plenty of places to hide, to stay safe. ‘Leave the rest to me’ he adds, before he and Bess kiss. ‘That was nice’ Bess comments. ‘It was an impulse’ Kurt replies. Bess tells him that she liked it - and that she likes Kurt. ‘Didn’t see that coming’ she adds. ‘You and me both. Let’s hope we’re both around to see what happens next’ Kurt tells her as he grabs his swords, and along with the Bamfs, teleports away.
When Kurt re-materializes it is before the shadow form, ‘Oh, look - the hero acting like a hero. Brave and supremely foolish - right to the end!’ The shadowy figure casts a psychic blast towards Kurt, ‘I’ll simply seize your consciousness as I did theirs - and turn you into my slave!’ he exclaims. But the psychic attack appears to have no effect on Kurt. ‘I don’t think so. I have walked paths through realms beyond imagination. I have stood illuminated by the light that sparked creation. It will take far more than your darkness to frighten me - SHADOW KING!’ With that, Kurt throws one of his swords at the shadowy form, exposing the Shadow King, who reverts to a monstrous form and holds Kurt’s sword. ‘You dare defy me?’ the villain asks. ‘With my every breath - to the last one, and beyond!’ Kurt exclaims.
Kurt drops to one knee, ‘Dear Lord, if I am truly here for a purpose, let me be true to my faith - and the trust you place in me’ he utters. The Shadow King grins, ‘Such sweet words. Do you think they matter? Do you think they’ll save you? I have been twisting the souls of your kind since before the dawn of history. There are none I could not eventually corrupt - and destroy’ the Shadow King boasts as he extends his psychic power and rouses the six X-Men in the plane, adding that of all his prey, heroes are the best, as they fight so hard - and fall so far. ‘No - not you! I will not let you take my soul!’ Storm, who hates the Shadow King with all her soul, gasps. ‘Foolish Storm, I don’t need your soul. Not yet. I have your body. For the moment, that will suffice’ the Shadow King announces through Storm
‘Tell me, Nightcrawler, do you like my new toys?’ the Shadow King asks, grinning wickedly. ‘What have you done?’ the shocked Nightcrawler asks. The Shadow King replies that he simply started the process of remaking the X-Men in his own image. ‘For now, they just have my smile. But with every obscenity, every cruelty, my influence will spread, until, in a surprisingly short time…your dear friends, your precious “heroes” will be just like me! Their first step on the path to that damnation…will be your execution!’ the Shadow King exclaims as the possessed Iceman, Betsy, Beast, Colossus, Storm and Rachel move towards their friend. Kurt frowns and holds his sword up, wondering ‘Is this why you came to rescue me, my friends? If so, I will not let you down’. He boasts that he will find a way to dethrone this so-called “king” and will find a way to save them!