Sinister's hideout, where Mr. Sinister is giving the Marauders a tongue-lashing. He's really angry with his group because they weren't able to kill Madelyne Pryor. He threatens them, telling them never to fail him again. Sinister reminds them of the vast amounts of power and wealth he's given them to do his work, and yet they fail him. He tells them he's starting to lose faith in their abilities. He even asks if "tearing someone's heart out" will prove to them how displeased he is.
This riles Sabretooth up and he lunges at Sinister. Sinister grabs him by the throat in midair and hoists him above his shoulders. Sabretooth can barely breath. Sinister goes on to inform his team that Madelyne is out of her coma and asking questions. Although they've erased every piece of evidence saying she was alive, it's no good if she is alive. He assures them that she'll eventually contact X-Factor or the X-Men. That can't be allowed. He wants them to take care of it. Finished with his speech, he drops Sabretooth to the ground. Sabes finally gets some oxygen into his system.
Sinister turns and walks away. He leaves them with a final message, that Madelyne is to be killed. Polaris, the new leader of the Marauders, rallies the troops. She also tells Sabretooth to watch himself or else he's dead.
Somewhere else, Dazzler stands amidst a stage filled with musical instruments. She calls out to Rogue and tells her to take her best shot. Rogue comes flying in straight for her. She hits Dazz and they crash through a drum set. While still in the air, Dazzler tries to twist Rogue around. They both end up crashing head first into the stage speakers. Rogue has Dazzler pinned and is reaching for her face without her gloves on. Alison thinks quickly and fires a dazzle blast from her eyes that hits Rogue in the face. With Rogue momentarily distracted, Dazz drops to one knee and fires a photon blast at her. The blast hits Rogue square in the chest and she's knocked back thirty feet into the seats.
Dazzler calls out to Rogue and tells her they're now even for all those times Rogue used her as a punching bag in the past. Rogue is still shell shocked on the ground, rubbing her hands over her eyes. Alison stands back up and almost falls back down. She's pretty drained after that fight; she can hardly stand. It's too bad for Dazzler, however, as Rogue recovers and climbs back onstage. She tells Alison that it's her turn. Dazz knows she's in trouble now. She looks around her for anything that could be of some use. She notices the scaffolding above Rogue and decides it will do. She fires a continuous photon blast at the rigging, trying to cut it loose. Her body starts to hurt, but before she's fully drained it works. The scaffolding falls and lands on top of Rogue. Dazzler yells out, "Dynamite!" as it crushes her companion.
Naze kneels upon a cliff's edge and reminisces: some time ago the Dread Dormammu - Dr. Strange's arch-foe - used this area as a gateway from his home - the Dark Dimension - to Earth. Unbeknownst to Dormammu, he jumpstarted the events that will eventually consume the Earth in chaos. Naze waves his hands over the ground and the dirt rises to create two figures resembling Forge and Storm. Naze knows that those two people are the only hope against the coming storm. However, their human nature makes them vulnerable. Naze brandishes an evil face, as he changes the figures into demon lookalikes who oppose each other.
He leans over and wipes the two figures back into the ground. Naze is pleased with himself for getting Storm to come along with him. Her willingness to help others will be her undoing, he thinks. Naze plans on using her aspirations to get her powers back to manipulate her into killing Forge, the man she loves.
Naze heads back to the jeep, where Storm is waiting for him. Storm wonders what he was doing on the ridge and Naze tells her he was praying for their journey. Storm asks him what's next. He tells her they walk from now on. They leave the jeep and head off on a trail. Storm wonders: why, if Naze knows where Forge is, don't they directly go to him? He explains that they must go on a journey of the soul. In order to reach Forge they must take the Spiritpath. He warns her that it will be difficult and gives her a chance to change her mind and head back. Storm restates the fact that they have to save Forge from the Adversary, or destroy him, in order to save the world from chaos. Naze affirms what she says. She then tells him that even if Forge was her worst enemy, she would do it. Naze goes over to her and puts his hands on her shoulders. He's so happy to hear her decision, he even makes a pass at her. She condescendingly smiles at him. Unfortunately for Storm, Naze has other things on his mind. According to his plans, Storm will be bound to him forever, spirit and soul.
The X-Men are gathered on the roof of a building across the street from Memorial Hospital. Psylocke does a telepathic scan of the building and locates Madelyne Pryor's whereabouts. She's on the fourth floor. Havok walks up to Wolverine a little miffed. He wants to know why they're there as Wolverine didn't bother to inform them of what was going on. Wolvie grabs him by the shirt and brings him face to face. He tells Alex that Maddie called him, all scared, wondering where Scott went and why he took the baby. Alex doesn't believe his brother would do such a thing. Wolverine cuts him off. He continues on and tells him that the Marauders attacked Maddie and that's why he's on edge.
Wolvie tells Psylocke to scan the neighborhood for any enemies. She immediately registers the Marauders nearby, with two of them already in the hospital. Wolverine tells Rogue to intercept and she takes to the air. She zooms into the hospital entrance and runs right into Sabretooth. She nails him so hard that he goes flying out the other side of the hospital. She races to Maddie's room and kicks the door in. She sees Scalphunter at Maddie's bed with a gun pointed to her head, her nurse lying dead along the wall.
She tells the Marauder to give up, but like most bad guys he doesn't. He takes aim at Rogue and shoots her. She's knocked backwards and onto the ground. Maddie seizes the opportunity and grabs her lunch tray, smacking him across the face with it. It doesn't faze him. He lets loose that it's almost a shame to kill such a "feisty l'il sweetheart," but Sinister wants her dead. All she wants to know is why! She punches Scalphunter square in the face. He calmly tells her to relax and make it easier on herself so he can kill her. Luckily, she's maneuvered him right in front of the window. Thanks to Psylocke's directions, Dazzler fires a photon blast that nails him in the back and knocks him unconscious.
Psylocke, Dazzler and Longshot, the only X-Men still on the roof, receive a visitor. Vertigo is there and she knocks all three of them for a loop with her powers. None of them can focus enough to attack back. Longshot acts quickly, scoops up his teammates and jumps over the roof's edge. Going completely on instinct he throws a grappling hook at a nearby fire escape. It latches on, luckily, and they hang suspended above the ground. Longshot uses the rope to swing over to a nearby flagpole. He flips over it and onto a storefront awning. They bounce off of that and land in a garbage truck. All is not well, though. Harpoon tosses an energy harpoon at Betsy and connects. The pain is so tremendous all of her teammates can feel it, including Wolverine and Havok who've made their way into the hospital.
Both of the aforementioned X-Men stop in their tracks as the pain overwhelms them. Havok drops to his knees, while Wolverine leans up against a wall. Havok's overreacting to the psi-pain, which causes Wolverine to question his capability as an X-Man. However, neither of them notices Scrambler as he creeps up from behind and lays his hands on Havok's head. Scrambler causes Havok's power to surge out of control, destroying parts of the hospital and knocking Logan out in the process. With Havok drained of his powers, Scrambler tosses him down a hole to the next floor.
Scrambler heads towards Maddie's room, pumped at the chance to outdo Sabretooth and Scalphunter. From out of nowhere, a gun smacks him across the face. He falls to the ground and looks up. Standing before him, gun drawn, is Madelyne Pryor.
Hearing Scrambler's call for help over the Marauders' transmitters, Arclight lets loose a shockwave. Maddie thinks it's an earthquake, but Rogue tells her that it's probably Arclight. Rogue walks over to Logan and picks him up off the ground. She's afraid the building might collapse with another shockwave. Wolverine tells her to get Madelyne away from the hospital and then the Marauders will leave the building alone. Rogue grabs Maddie and flies out a nearby window. Wolvie unleashes his claws, ready for a fight. He reconsiders and instead looks for Alex.
Rogue flies Maddie over the Oakland Bay Bridge. Maddie is shocked that so many people were hurt and killed over her. She wonders again why the Marauders want her dead. Rogue tells her she doesn't know. Her being associated with the X-Men is the only reason she can think of. They fly over a construction site and all of a sudden the steel beams start flying up in the air. Rogue tries to outmaneuver them, but gets entangled. Both her and Maddie get wrapped up by steel girders. Their newest foe appears and it's Polaris.
Rogue is in shock. She can't believe Lorna would do such a thing. She even questions her about it. Polaris tells her she's not only with the Marauders; she's leading them.
Down below, the garbage truck carrying Psylocke, Dazzler and Longshot comes to a stop. They look up in the sky at the steel beam tower. Psylocke senses Maddie up there and realizes she and Rogue are trapped.
Up above, Rogue is still in disbelief about Lorna switching sides. Polaris explains that the Marauders made her an offer she couldn't refuse. She then alludes that she's going to kill them.
Back below, more steel beams are being ripped from the ground. Dazzler tells Longshot to hook his grapple to the girders and then give her the rope. He hooks it on and then tosses her the rope. Dazzler hangs on for dear life as she's yanked up in the air. The whole tower of beams is being carried out over the bay. It suddenly drops into the water. Dazzler pushes off from the structure and hits the water. She holds the rope tight as the beams are sinking quickly. The beams stop, and she realizes they've hit bottom. Dazz lets go of the rope and lights up her body so she can see well. She spots Rogue and Maddie and swims over.
She reaches them, her lungs almost out of air. She uses a precision light blast to cut Maddie out first. Maddie breaks free and swims up to the surface. Things start getting darker and Dazzler realizes that her power is fading. She wonders if she has enough juice left to get Rogue out. Rogue realizes what's going through Alison's mind and wishes that she would just forget about her and head to the surface. Dazzler can see what Rogue's thinking and decides to "listen" to her. She swims away leaving Rogue to die.
Rogue, left alone, tries one more time to bust loose. The steel still won't budge and she gives up. Rogue starts thinking about the end of her life and how she thought it'd never come. A laser hits the girder that encases Rogue. It's Dazzler's blast. She's come back. Unfortunately, her power drains before it can cut Rogue out. Luckily it's enough. Rogue is able to bust free. She grabs the almost unconscious Dazz and heads for the surface.
The duo bursts out of the water. Totally exhausted, they both take a breather, heads bobbing above the water. Dazzler asks if she's dead. Rogue tells her she's not dead, she's a hero. Dazzler says she's an X-Man and that's what they do. Rogue wants to know if everything's forgiven between them. Dazzler admits that what happened in the past should stay in the past. From now on, they're friends.
Their new friendship is quickly ruined as Polaris comes back. She remarks on how difficult they are to kill. However, persistence always pays off and she'll keep trying until she gets it right.