The X-Men are having a training exercise on their new island headquarters, watched from some distance by Colossus' little sister Illyana. None of them is aware, that they are observed through some sort of magical pool by another being. The being wonders why the X-Men leader Storm would attack her friends, until he realizes it is a test.
Storm strikes at the X-Men with lightning while soaring above them. Kitty and Nightcrawler use their defensive powers to stay out of the lightning's reach, whereas Wolverine and Colossus takes the offensive with a fastball special - Colossus hurls Wolverine at her, expecting Storm to twist out of the way. She doesn't and Wolverine crashes into her, breaking her concentration and causing both of them to fall. The mysterious observant gloats, hoping that Storm was seriously hurt, but he's not truly interested in her, but little Illyana. He calls out to the girl and to her alone, as none of the X-Men, who race to Ororo's side, notice anything. He tells the little girl of the glorious destiny that awaits her and lures her into a temple. Kitty notices Illyana taking off, tells the others and races after the child. She enters the pitch-dark temple and calls again, then notices that she is standing in a light circle and is suddenly paralyzed. She cries for help and disappears.
In the meantime, the X-Men are relaxing from their workout, each in their own fashion. Wolverine gulps down a beer, the more moderate Colossus asks for some iced tea. Kurt asks Ororo how she is and tells her not to push herself so hard, since their battle with Dracula was only a day ago. Maybe she could relax with a shower? Storm admits to herself, that he's right - she's stressed out. She's not resting, because part of her still yearns for Dracula, and to make matters worse, Professor Xavier is in a coma and Scott hasn't answered their calls yet. For a brief moment Storm is too wound up to be able to create a rainstorm, until she relaxes, focuses again and gets the desired result - indoors. She asks the others, whether they'd like to join her in her shower. They decline. Colossus wonders where the girls are. Wolverine remembers, that Kitty mentioned following Illyana, but that was a while ago...
Kurt points out that they barely know anything about the island. There might be hidden dangers. Storm agrees and asks Logan to scout for the girls. Wolverine quickly catches Illyana's trail leading them to the temple. They enter the dark building and like Kitty before them, the light discs activate and transport them... somewhere else.
Kitty awakes in a hall, dimly lit by torches hanging on primitively decorated walls. She realizes, the disc was a teleporting mechanism. Even while she's hoping that the place is abandoned as their island headquarters, she is approached by Nightcrawler. Kitty hugs him in relief - finally a friendly face. However then Nightcrawler begins touching her in a more than inappropriate way. Kitty is shocked and turns intangible. How dare he! She looks at him again and sees he's dressed strangely - in a loincloth and primitive necklaces rather than his costume. She runs away, shouting he isn't really Nightcrawler, until she stumbles over a skeleton and ends up on her knees, before a demon-like, one-armed man sitting on a throne. It is the mysterious watcher from before, who introduces himself as Belasco.
Elsewhere, Colossus and Storm have ended up together in a seemingly endless labyrinth of dark tunnels, their darkness broken only by the light circles on the ground. Storm provides illumination with a little ball of energy. They both wonder where they are - whether this was an accident or whether Illyana was abducted. Peter notices a carved silver bracelet on the ground and hands it to Ororo, who puts it on and wonders why it seems familiar. Peter is mad with worrying: Kitty can take care of herself, but Illyana is just a little girl. Ororo tries to calm him as she takes off into the air, but at that moment she is grabbed by dozens of tentacles coming from a hole. The tentacles exude acid and try as she might, she cannot break free. Colossus runs towards her, but steps on another disc, and is teleported away. Storm fears she is as good as dead, when suddenly she is transformed into an amalgam of herself, Colossus Nightcrawler and Wolverine. With that combination of powers she cuts, tears and kicks herself free after which she faints.
Elsewhere, in Belasco's throne room, the evil sorcerer has imprisoned Kitty inside a crystal that jams her phasing power. The evil Nightcrawler in the meantime is trying to get close to little Illyana, who sits on Belasco's throne. Belasco notices, is not amused and transports him away. He explains to Kitty that he makes an adequate servant as long as he is reminded of his place. Yes, this is Nightcrawler, he assures her, transformed in Belasco's image. He's a sorcerer who recently - by Earth standard time - tried to open the gate to the Dark Ones' (his masters') dimension, failed and was sent to this interdimensional Limbo as punishment. Illyana and Kitty, he promises, will be the means of his liberation and the Dark Ones' triumph.
He calls for his servant S'ym, an immensely powerful purple brute. S'ym appears and takes a look at the skeleton Kitty stumbled over - an adamantium-coated skeleton with claws, that can only belong to Wolverine. S'ym wonders what happened to him - the last time he saw him he still had meat on his bones, he states amused, while breaking off one of the Adamantium claws and using it as a toothpick. Who does Belasco want killed, he asks? Belasco sardonically asks, whether Kitty is distressed by the sight of Wolverine's skeleton. Perhaps she'd like a look at her own? He gestures and Kitty's skeleton is separated from the rest of her body and put outside the crystal, where it waves at her. Kitty, Belasco explains, is now only kept alive thanks to the magical crystal she's imprisoned in. He then turns to Illyana, who seems strangely docile through all this horror and presents her with a locket - a token - so he claims - of his love. When she is grown up and the five bloodstones around the pentagram are created, she will ascend to a glorious destiny.
Crouching above, in the shadows, the real Nightcrawler watches this scene, trying to take all this in. He feels as though he has fell into hell or gone mad. He silently swears to avenge his friends and foil Belasco's evil plans.
Elsewhere, Storm awakes and finds her self transformed back to normal and healed. She's in a lovely peaceful home that too seems strangely familiar. She takes a swim to clear her head and wonders who saved her. She calls out, but receives no answer. She does however find some clothes that fit her perfectly, as well as an amulet she takes. She cries out thanks to her anonymous benefactor and hopes, they'll meet some time and flies away. She's watched from the shadows by a cloaked woman who thinks to herself that they'll definitely meet soon. She'll try to help, but is willing to sacrifice the X-Men to destroy Belasco. The mysterious woman is wearing an identical bracelet to the one Ororo found.
In Belasco's citadel the evil Nightcrawler finds himself challenged by the good one. Does the sight of his true self not fill him with pride, the evil one gloats. The X-Man shoots back, they are nothing alike. They are the same, Belasco's servant cries out as he attacks. He came here with the X-Men to save Illyana, he saw his friends killed and was spared by Belasco, who showed him the glory of evil. They fight brutally. Sometime later one Nightcrawler reports to Belasco, asking him for forgiveness for his lewd behavior. After all, he's killed an X-Man now.
Somewhere else, Wolverine is trying to make sense of things. He's run across traces of the X-Men, that are incredibly old. Something doesn't add up. Suddenly he find the corpse of Colossus embedded into the wall. Before he grieves for his friend, he realizes that Colossus was an old man, but at the same time his senses tell him that corpse really is Peter. Wolverine's train of thought is broken as he is attacked by the strong demon S'ym, who gloats that he killed Colossus. Wolverine jumps at him - but S'ym is as fast as he is strong. He hits him and as Wolverine is on the ground, the demon prepares to stomp him. However, Wolverine landed on a disc and is teleported away. Another foe though addresses the frustrated S'ym - Colossus, who is rather shocked to see a double of himself dead.
S'ym tells the young Russian he admires his style, but a bluff won't decide the fight and throws the Adamantium claw he took from the dead Wolverine's skeleton at Colossus' shoulder, injuring him. Peter realizes the demon is a lot stronger than him. S'ym offers him a quick death, but Colossus isn't interested. They wrestle and in spite of the judo tricks Cyclops taught Colossus, S'ym quickly gains the upper hand. However, the demon's concentration is broken, when he gets a nasty scratch in the back - from the returned Wolverine. Logan angrily claws at the demon, but doesn't even scratch him. However, his diversion enables Colossus to kick S'ym in the back and towards a teleportation circle. Colossus thanks his friend for his timely arrival. Luck had nothing to do with it, Wolverine replies, and points at the cloaked woman - Storm's benefactress - who magically returned him to Colossus? side. He realizes, her scent is familiar, but before he can blurt out her identity, she sends them to their friends in Belasco's throne room. There, they find Kitty's skeleton waving at them and Belasco greets them with the words, that they meet for the first and final time.
Unexpectedly, Nightcrawler belts his "master", it is the good one after all, who took his double's place. The fight is also joined by Storm flying in - Belasco runs away in search of reinforcements. The X-Men exchange notes and wonder what to do about Kitty's predicament. Ororo angrily intends to pursue the demon lord, but surprisingly her hurricane is turned upon herself. The cloaked woman approaches, telling her nor to do this. She removes her hood and reveals herself as an older version of Storm. She too made the choice of following Belasco. As a result, the X-Men died and she was damned. Nightcrawler chimes in. He realizes now that none of the rules of time and space apply to that Limbo - hence several versions of them can exist here. Storm, more practically-minded, asks, how to save Kitty. The older Ororo reveals that as her weather-powers waned with age, she started studying sorcery, as magic is the other half of her heritage. She casts a spell and reunites both halves of Kitty. They are joined by a demon teleporting in. Wolverine quickly dispatches of him, but he assumes, that more will follow. He doesn't want to face S'ym again and suggests they leave quickly.
The old Ororo explains that the amulet Storm wears can send them home and permanently seal off the gate to their island in the process. That route to freedom will be denied to Belasco. Why doesn't she leave, the young Storm asks. She has to cast the spell, her older self replies and once her X-Men died, she had nothing to return to anymore. Besides someone has to make sure, Belasco doesn't find another way out. That one will suffice, Belasco cries, as he returns as the head of a demon army. Storm wishes to fight but the older Ororo once more urges them to leave. As she casts spells to keep the army at bay, the X-Men obey and the younger Storm activates the amulet. However, a split-second, before they are teleported, Belasco breaks through Ororo's defense and tears Illyana from Colossus' arms. Kitty grabs her other arm, but at that moment they are back in the temple and the gate is closing fast. Kitty loses Illyana's hand for a moment, grabs around and feels a hand once more. She asks the others to help and together they pull Illyana through the gate. However, the Illyana they se before them, is no longer a child, but a girl in her mid-teens, dressed in an outlandish costume, who seems very surprised to see them.
Later, the girl has been examined by Moira MacTaggert. Apparently she truly is Illyana, now thirteen years old, instead of six. Somehow, while she was out of Kitty's grip, she spent seven years in Limbo, where times passes differently. Colossus is suffering horribly. What shall he do? What to tell their parents? Ororo calmly points out, that if this is hard for him, he should think about how Illyana feels. Actually, he thinks of little else, Colossus announces brusquely as he leaves the room. Sometimes he wishes, he had never joined the X-Men, he adds. He enters Illyana's room, wondering what to do, what to say. He feels horrible for her, yet at the same time, he is suspicious. Was she with Belasco during her time in Limbo or with Ororo? Should she be welcomed or feared?
As he opens the door, Illyana wakes up and panics until she notices it's her beloved big brother. She hugs him, babbling happily that she was afraid, he'd have forgotten her, and that everything will be alright again, now that they are together. He lets her talk herself to sleep and keeps watch by her side, not noticing the medallion in her hand. It is the locket Belasco gave her with the promise that a grand destiny awaited her, once five bloodstones were placed in it. The locket opens, and it becomes evident that already three bloodstones are in their places.