In Central Park, Nimrod hovers dangerously above Storm and Shadowcat of the X-Men, the Morlocks Callisto and Caliban, and the Hellfire Club's Inner Circle - Tessa, von Roehm, Harry Leland, Selene and Sebastian Shaw. The robot mutant hunter has just announced that they are all to die. The Lords Cardinal react very differently in front of the robotic behemoth. Selene is ready to prove herself in battle. Although the robot is named after the greatest hunter in mythology, she too has made a legend of herself as an ancient mutant witch. Recently transformed into a bloodlusting man-beast, von Roehm's only thoughts are to serve his goddess Selene and even to die for her, though he would much rather kill in her name. Tessa makes a quick analysis of Nimrod for Shaw, but with only limited data at her hand, she can only tell that he is an extraordinary sophisticated robot with unknown capabilities; her advice is to assume the worst. Leland is scared, his heart is pounding too fast and looking at the robot's face, he finds his eyes resembling those of sharks; without mercy and still somehow human. Kitty tells Storm that the X-Men faced Nimrod before, while she was in Africa.
Nearby, Rachel lies in the woods, more dead than alive. Being tired, her concentration fades and she is no longer able to screen out the thoughts of the people around her. That is how she learns of the X-Men opposing Nimrod and her first urge is to return and stand by them. However, she then decides otherwise. Thinking the X-Men no longer want her, she decides to leave like she originally planned.
Nimrod is aware of Rachel's presence and he announces to neutralize "target Phoenix" once he is finished with his current opponents. Kitty tells Storm that there is no chance to win this fight. The last time it took the entire team to barely beat the robot, and the two of them will have no chance against both it and the Hellfire Club; especially with Ororo no longer possessing her weather powers. Yet the X-Men leader tells her to calm down, as the odds will become more even in no time. Right on cue, Rogue burst from beneath the ground, still displaying Colossus' steel skin. The surprise makes Leland lose concentration and he forgets about Colossus whom he trapped underground. Storm orders Kitty to go after their teammate before he suffocates and she quickly phases and dives into the ground.
Ororo is unaware of a few Hellfire guards that have sneaked up on her, but right as they fire, Callisto pushes Storm out of the way. Ororo thanks her one-time enemy for the rescue, but they are still easy prey for the soldiers. Right in time, Nightcrawler and Logan teleport in. The three guards, knowing that they are in over their heads, run away.
Meanwhile, Shaw taunts Rogue that even with Colossus' strength added to her own, she can't beat him, as he absorbs the force of any blow with which he is struck. Rogue knows that he is telling the truth. When she first battled with Shaw, long before she joined the X-Men, he nearly killed her. Rogue comes up with a plan. She grabs Shaw and hurls him towards Nimrod, hoping that the robot will deal with him instead. Nimrod quickly runs a diagnostic of the situation and, realizing that his standard weapons won't be an efficient way to deal with Shaw, he comes up with something else. Nimrod releases a burst if energy that reverses Shaw's gravimetric polarity, so that the Black King gets repelled from earth's surface into space.
Several feet below the surface, Shadowcat is "swimming" through the ground, searching for Colossus. It's too dark to see, and she wonders if she is even going in the right direction. Also, as she is running out of air, she can't stay underground much longer. Kitty curses Rachel for abandoning the team in such time, with her telepathy she could have directed Kitty to Piotr in no time.
Above, Selene thanks Nimrod for disposing of her rival, and then tries to use her power over inanimate objects on the robot - with no effect. Instead, she tries to hurls some boulders towards the mutant hunter, but Nimrod easily disintegrates them. All present stare in disbelief. Rogue wonders why Nimrod has so far only defended himself, and Storm explains that he is still evaluating all their capabilities and possibly waiting for the rivaling groups to slaughter each other. Having found the weapon of one of the Hellfire Club soldiers, Callisto fires a grenade on Nimrod, but it bounces off his metallic hide. Since they are no help in the battle, Storm asks Caliban and Callisto to go after Rachel and keep her safe, no matter what. Still in possession of Colossus' powers, Rogue says she'll fly interference to allow the two Morlocks to escape.
Storm walks towards the Lords Cardinal and, addressing the Black Bishop, Harry Leland, she offers to join forces against the dangerous mutant hunter. Before he or Tessa can answer, von Roehm leaps onto the X-Men's leader, stating that the Hellfire Club needs nothing from the X-Men, except their lives. Logan comes to Ororo's aid and knocks the Black Rook away from her. Right as they are about to fight, von Roehm gets hit by a stray blast of Nimrod, who is in arial combat with Rogue. Nightcrawler states the obvious - the Black Rook has been disintegrated, only a pile of ashes remains of Friedrich von Roehm. Ororo gets up and again offers the Lords Cardinal to join forces; otherwise they might all die at the hands of Nimrod, today or tomorrow.
Beneath the ground, Kitty thinks about the fact that Nimrod is after them for no apparent reason. She wonders if people will ever leave mutants alone. Right then, she makes contact with Colossus, and since he is in armored form, Shadowcat knows that Rogue's power transfer has worn off. Kitty hopes that this doesn't place her teammate in any danger; yet, it does. Nimrod has completed his analysis of the X-Man's flight pattern, and has come up with an effective counter-measure. He casts a shockweb around Rogue, and as she hits the energy field, she falls out of the sky.
Not too far away, Rachel is leaning on a tree, holding one hand to her chest. As she sees Rogue plummeting out of the sky, she scans for her thoughts and finds that Rogue is still alive, though badly hurt. Once more, the redhead thinks about joining the battle, but in her condition it would be certain suicide. Suddenly, she hears some music. Turning around, she finds that that it's coming from the Delacorte Theatre, which actually should be closed by that time. Attracted by some brilliant light, Rachel telekinetically opens the locked gate and steps inside. She is greeted by a silver-haired female who welcomes Rachel to the Body Shoppe. Rachel wonders how the apparently empty theatre could contain this huge place. The host, wrapped in a long purple cloak, explains: "magic, of course". She offers Rachel to fulfill her dreams. For example: to change her appearance. In a shiny wall, Rachel sees her reflection - one minute she is dirty, exhausted and wearing the torn maid uniform in which she infiltrated the Hellfire Club. The next, she is all clean and beautiful with shoulder-length red hair framing her face. Rachel almost refuses to believe that she could look that gorgeous. She complains about her current situation and that all she wants is to be left alone for a while. The silver-haired woman answers that she has come to right place and placed her fate in the most proper and caring hands.
Across the Park, the Lords Cardinal have agreed to team up with the X-Men. Storm asks Leland to use his powers on Nimrod and drag him to the ground. The robot does not like this at all and releases bursts of energy, but Selene deflects most of it with a wall of earth. Under the strain of using his powers, the Black Bishop has toppled. As he is lying on the ground, Ororo tells him to not let up for an instant, no matter what. It's actually working - Nimrod, struggling with his increased mass, diverts power from all his systems just to stay aloft. Now while he is vulnerable, Nightcrawler thinks that he should use the same stunt Rogue did the last time they opposed the robot. He wants to teleport a piece of it, causing major damage to the already weakened robot. Ororo thinks it's not a wise action, especially since the used it before, and a computer learns from every single battle. Yet Kurt is eager to try and teleports, despite Storm's warning. He materializes next to Nimrod and grabs his left arm. However, the robot predicts what he is about to do and initiates an effective countermeasure. There is a flash of flame and the usual stench of brimstone, but instead of the "bamf" sound, Ororo hears Kurt scream in agony and then he is no more. Storm wonders if she has just watched her teammate being blasted to atoms or if he managed to materialize elsewhere.
At the Body Shoppe, Rachel is led towards the spiral-shaped "pathway to her destiny". She is afraid, but the host encourages her to dance her way up. Get rid of the old and celebrate the new. Rachel wonders is she knows the woman, as she seems somehow familiar, but the host simply says that it's better to know yourself. Hesitantly, Rachel follows onto the pathway. Each step causes a reflection in the mirrors, showing Rachel at different stages in her life: happy little girl, hound, X-Man ...
Barely standing, Leland is still working on Nimrod and finally the robots sinks to the ground. Yet the strain is too much and the Black Bishop has a heart attack. Logan, Storm, Tessa and Selene turn to him, almost forgetting about their opponent. Nimrod does a scan of the situation and predicts that Leland will die within the next 500 seconds. As his mass is slowly returning to normal, he will be fully active within 187 seconds, and he decides to sweep for hostile activity in the meantime.
Too late, as a steel-skinned fist reaches out of the ground. And grabs Nimrod by the leg. The robots speaks out loud that he is experiencing massive ongoing system dysfunction, though he still has enough energy left to register some anomaly around Colossus. Phasing out of her teammate's body, Shadowcat reveals herself. Reaching into the robot, she disrupts some more of his inner electric systems. In good judo style, Colossus pulls Nimrod's foot and slams him on the back.
At the Body Shoppe, Rachel and the saleswoman are climbing the spiraled pathway upwards. With each step, Rachel looses a memory, but she doesn't care. She is no longer bleeding, her wounds are gone, and she admires the silver haired woman's grace. Rachel wants to be like her with all her heart and matches every one of her host's dance steps.
While Nimrod is lying helpless, Storm asks Selene to bind him in place with cables, rocks and any other objects she can work on. It is already struggling to repair itself, so the two teams have to hurry. Tessa tells Storm that Leland is dying, but she still asks the Black Bishop of one more favor. To defeat Nimrod, they need Shaw, so she wants him to focus on the Black King and overcome the force-effect that hurls him upwards. Leland does so with a smile and with his last breath, he imbues Shaw with the mass of a small meteor. Leland's last sight is the Black King crashing into the robot, who knows of the imminent danger, but can't avoid it.
The X-Men inspect the crash site, and find Sebastian Shaw still breathing. While Colossus carries him away, Logan wants to slice apart Nimrod's remains, but the mutant hunter activates a failsafe and teleports away. The X-Men know that the next time he will be even harder to beat. As the police are approaching the Park, Tessa offers the X-Men sanctuary at the Hellfire Club. Perhaps the truce between them should last a little longer. Having not too many options, Storm accepts.
At the Body Shoppe, the two dancers have reached the end of the pathway in the form of a portal made of light. Rachel sees an image of the X-Men and once more hesitates, wondering if her place is with them. But then she thinks otherwise. The saleswoman tells her to perform a final pirouette through the portal, into the spotlight. Rachel does as told and as she vanishes into the portal, the silver-haired woman's robe opens, revealing six arms underneath. Spiral gloats about her victory and announces that Rachel will never see the earth again.