In the news on TV, Trish Tilby reports about a recent earthquake in Argentina. Scientists are still searching for an explanation, one theory is that a number of strange towers in Antarctica might have something to do with it. One of them, located at the south magnetic pole, is also believed responsible for the destruction of the soviet research station Vostok 3. The Security has sent Nicolas Fury and SHIELD to investigate, while many protesters demand Antarctica and the Savage Land to be off-limits to any form of commercial exploitation.
In the Savage Land, Rogue and Magneto get the help of Ka-Zar and Zabu. Ka-Zar shows them the wrecks of Nick Fury's helicopters; the fieldtroops have all been killed. Magneto says that with Fury's reputation, he'd expected a little more. They would have warned the incoming troops, but Zaladane has inhibited all radio and telecommunication links with the outside world. Wondering how to deal with her, they get attacked by the Savage Land Mutates.
Most of the Mutates want to take care of Magneto, since he left them all those years back. Rogue wants to help in the battle, but Magneto and Ka-Zar tell her not to, as she is in no condition to fight. While Magneto quickly disposes of Amphibius, Barbarus, another Savage Lander, is out to kill Ka-Zar, who has been blinded by Whiteout. Rogue tries to helps by kissing Barbarus, in the hope to absorb he's energy, but unfortunately her powers don’t work. Rogue is shocked, and Barbarus who enjoyed the kiss, forces himself on her. Yet in the meantime, Magneto has already captured the rest of the Mutates in magnetic barbs and takes care of Barbarus. Remembering the death of his daughter Anya, Magneto vows that he won’t see Rogue suffer a similar fate and is out to kill Barbarus, but Rogue can stop Magnus in time.
While he squeezes him in metallic coils, Barbarus‘ lover Whiteout give away Zaladane’s plans if he lets him live. Rogue convinces Magneto to not kill the mutate, and she reminds him that they are the good guys. Magneto is not fully convinced, in his thoughts he can only see blood – both that already spilled, and that yet to be. He sees his path clearly, but turns away. Magneto decides to put the Mutates in a cave, with enough food and water, so they won't attack them anymore.
Magneto, Rogue and Ka-Zar then go to his citadel, where he recharges his mutant powers. Rogue also needs some rest, her recovery goes a lot slower than anticipated. She is only a shadow of her former self and tires very fast. Magneto thinks to himself that to defeat his rival Zaladane, he must be at his absolute best. Magneto wonders if the X-Men felt the same when they fought him years ago, and thinking of Zaladane, he is actually reminded of himself. The more he knows of her, he finds that they are very much alike. Magneto gets to sleep, but has nightmares about the things he experienced around World War II.
Rogue wakes Magneto to inform him, that Zaladane and her troops are about to attack, when he grabs her hand, Rogue is hurting, although usually she is nearly invulnerable. Magneto says that something must have gone wrong when he reintegrated her biomatrix (Uncanny X-Men #269), and with Zaladane scrambling all devices, he has no way to run diagnostics on Rogue. The tension between the two grows and they are about to kiss, but suddenly Ka-Zar comes in and informs them that the enemy has arrived.
Magneto switches into costume, and Rogue is told to watch over Ka-Zar’s wife Shanna and the kids, while Magneto flies outside. Among Zaladane’s troops are also the Savage Land Mutates Brainchild and Worm, who uses his slime powers to enforce many opponents into joining Zaladane’s army. When she gets aware of her rival, Zaladane attacks Magneto with the magnetic powers she has stolen from Polaris. She strikes with almost animal ferocity and blasts Magneto out of the sky. As he goes down, Zaladane claims that she killed him, and soars high into the sky, feeling victorious.
Meanwhile Rogue and Ka-Zar are battling Zaladane’s foot soldiers, but they realize they can’t win since they're too many. Especially when the superpowers Savage Land Mutates Gaza, Brainchild and Lupo arrive, they battle seems over, yet just in time, Nick Fury and his remaining S.H.I.E.L.D. troops show up and hunt the mutates away.
After re-grouping, Magneto also shows up at the camp, beaten and bruised, but not dead. Semyanov, a Russian S.H.I.E.L.D. agent, wants to kill Magneto for the crimes he has pulled on his country, especially sinking the Leningrad submarine, killing all aboard including his son. Fury stops him, in their current situation they need to concentrate on the enemy at hand and need to put aside all past differences. Magneto however thinks it was a mistake to come and he wants to leave, but Rogue stops him. Magneto tells her what he found out, Zaladane uses her many towers to be in synch with earth’s magnetic field, soon she will drain everything and everyone and her actions will affect the entire planet until she is stopped. Rogue understands that he knows all this, because he must have planned the same years ago, still she believes in his good side and tells him that they will pull through and do whatever necessary to stop Zaladane. Then she hugs him.
The next morning, they board Fury's helicopter and plan to go to Zaladane's palace. While Rogue complains about having to wear a combat armor, Magneto thinks that there is only one way to stop Zaladane. He knows that Rogue and Ka-Zar trust him, but will they understand when he does what needs to be done ?
At the ruins of Xavier’s mansion, the X-Men were just teleported away. Cyclops and Marvel Girl of X-Factor wonder what happened, but Lila Cheney’s bodyguard Guido explains that Xavier is in trouble and Lila teleported the X-men to him to the rescue.
In Shi’Ar space, Lila Cheney wonders where she and the X-men just arrived. Logan gets mad at her, she snatched them away, so she should at least know where they are, while Jubilee is amazed to meet a real rock star. Lila explains that the coordinates were implanted to her head, and that the same voice said all questions would be answered upon arrival. Forge investigates the organic material all around them, and suddenly tentacles reach out and grab the team. Despite their powers all of them get entangled. While they are helpless Deathbird approaches them, she welcomes them and although she would like to fight with the X-Men like before, she wants the X-Men to accomplish a certain task; she wishes them “to slay Professor Charles Xavier !“.