In outer space, on the outermost rim of the Shi’Ar Imperium, the Starjammer cruiser has docked with the flagship of the Shi’Ar Imperial fleet. Although facing impossible odds, the Starjammers storm over and engage the Imperial Guard in a fight.
The X-Men are still trapped by Deathbird, who gets distracted by the fighting nearby. Wolverine tries to break loose, but it doesn't work. Deathbird replies that the tentacles will only let him go on her order. Jubilee notices her hands are not fully covered and uses her fireworks to break one tentacle that is holding Wolverine. Logan does the rest by himself and when free, he immediately jumps at Deathbird, at full rage! Deathbird gets it hard, but is still able to defeat him, as Logan is still weak from injuries received recently. Logan temporary knocks Deathbird down and then cuts free Jubilee, whom he orders to help the other X-Men. Deathbird awakens, she first blasts down Jubilee and then rams a spear into Logan‘s back ! Jubilee, crying like a puppy, thinks Logan is dead and blasts her plasma bolts at Deathbird, but she escapes. However Logan is still alive, and he tells Jubilee to pull the spear out of his back. Jubilee fears the pain that it will cause him, but she complies. Wolverine angrily walks away, recovering, saying his going after Deathbird and that Jubilee should free the others.
Jubilee shouts after Logan, but he doesn’t listen. Storm then tells Jubilee to cut her free and while she does, Ch’od of the Starjammers punches a hole through the wall ! He is followed by some soldiers who point their weapons on Jubilee, but then Lilandra arrives and tells them to stop – the X-Men and her are old friends. After the X-Men are freed and introductions are made, Lilandra fills the X-Men in on what is going on. Her sister Deathbird has usurped the Shi’Ar throne, and she and her forces are fighting to get it back. The X-Men offer her to fight on her side against the Imperial Guard, who are still loyal to Deathbird. The new X-Men (Forge, Jubilee, Gambit and Psylocke) are surprised that they are in another solar system, but they contain themselves and fly into battle with the Starjammers. After a while, the whole Imperial Guard is defeated and Wolverine returns with a badly defeated Deathbird.
With a reunion waiting, Storm asks a smiling Lilandra where her mentor, Professor X, is since he came with her to heal from his bad health. Lilandra’s warlord then steps forward and takes off his helmet; it’s Xavier. He is happy to see his team again, especially as most are wearing the original X-uniform he designed, and there are so many new additions to the team since he departed. While Wolverine, Banshee and Storm are happy to see him after all the years, Forge, Psylocke and Gambit do not know what to make of him, yet they are happy to finally meet the legendary founder. Only Jubilee thinks to herself that she doesn’t like Xavier or the Shi’Ar Galaxy, she wants to go home.
Meanwhile, back on earth, helicopters fly over the Savage Land. Inside are Rogue, Magneto, Ka-Zar, Nick Fury and his SHIELD crew. The pilot says they have to fly manually because something is disturbing their boardcomputers. Fury says that Magneto was right, something in the atmosphere is scrambling electronics. Fury looks at Rogue, who is not feeling comfortable, now that she wears a SHIELD armor. She says she's rather happier without it. Ka-Zar jokes by saying Rogue looks cute in the outfit, but Rogue doesn't take it and that he should be happy that she's a lady, or something would've had happened to him ! Ka-Zar tells Rogue it's time that she realizes she no longer has her mutant powers, so it's for her own sake she now wears an armored suit. Rogue changes the subject by talking to Fury, who's sightseeing the Savage Land outside the copter. Rogue asks Fury if he really thinks they make a chance against Zaladane, but Fury says she has to ask that to Colonel Semyanov, who's all planning their moves. The Colonel says that an air attack right after sunset is the best way to defeat the barbarians. Ka-Zar then replies that here on the southpole, their isn't such a thing as a sunset or a sunrise, because they are now in the full summer season. Fury says it should be easy to defeat Zaladane's guards, because their just normal humans and they have to sleep sometime. It's best to attack them while they're at their weakest.
Magneto, who's flying outside with the help of his magnetic powers, says that Zaladane's minions have abilities the like of which normal humans can only dream of. He ask the colonel how he thinks to defeat the Mistress of Magnetism. Semyanov replies on the same way as they should defeat Magnus: the copters are shielded against magnetism and are made out of material with non metallic components. Rogue still doesn't trust the Colonel and says she could easily destroy the helicopters with her strength. She wonders how they plan to tame the hurricanes who then might show up, and the Colonel says that now Magneto's on their side, he will hopefully assist them with that. Rogue asks what the Colonel has against Magneto and Fury explains that Semyanov’s son was killed when Magneto sank a russian submarine years ago. Suddenly the Colonel opens fire at Magneto, who falls down to the ground ! He also hits the copter in which Rogue and co sat and they crash down. Right then the Mutates attack, riding on their pterodactyls.
On the ground, Rogue wakes up by a dinosaur who licks her face. He then grabs her with his teeth, but the body armor does not break, and she manages to punch his nose really hard, so that the dinosaur lets her go. Rogue gets the help of Ka-Zar and Zabu, who eventually drive the dinos off. Fury climbs down from a tree in which the remains of the copter are, none besides them have survived the crash.
At Zaladane's palace, we see SHIELD Colonel Semyanov at her side, negotiating with her. They make a deal, Semyanov will help her to get the Savage Land acknowledged as a sovereign state and her as it’s ruler. Zaladane assures that killing Magneto in return shouldn't be a problem.
Back in the jungle, Ka-Zar retells the story about Terminus who turned the Savage Land into a wasteland, but the High Evolutionary restored it with some accelerated growth. However the problem is that upgraded evolution has made the dinosaur smarter. Ka-Zar mentions that each moment a dinosaur could sneak up and attack. Fury laughs at it, saying this ain't a movie. Ka-Zar takes it personal and says it is pure reality and that he knows everything about the dinos living here.
Meanwhile, at Zaladane's citadel, Magneto has been placed on a glowing platform, and Zaladane stands on a similar device. Brainchild sits behind a control panel, accompanied by Shanna and Nereel, who are posing for him. He replies that the woman do everything for him, thanks to Worm’s power, and that he would do the same with Magneto if Zaladane wouldn't have other plans with him. Brainchild explains to Semyanov that the machine transfers every spark of magnetism inside Magneto into Zaladane. Magneto tries to resist, but can't stop the process. During the transfer he begins to discorporate, and Brainchild and Semyakov get to see visions of his most painful memories, extracted by Brainchild’s computers.
Magneto remembers parts of his own life, when he survives the WW II camps, the death of his daughter Anya and seeing his beloved Isabelle killed by people he thought they were his friends. He also remembers an encounter with the Shadow King.
Zaladane stops the process by herself, and says it was delightful ! Magneto teases her that she stopped the machine before he was fully drained, maybe he has more energies than he can handle ? Semyanov thinks it’s too dangerous to let Magneto live and wants to shoot him, but Zaladane intervenes. They will have one more session with the power transferring device the next morning and then Magneto is finished.
Outside, some soldiers see Rogue (who's camouflaged as a Savage Lander), hunted by a dino. The guards want to help her, only Gaza, the blind giant realizes that there is no beast.! Rogue hurries and knocks down the guards, before switching off the portable holo-emitter she used to create the illusion of the dinosaur. Then she, Fury, Ka-Zar and Zabu enter the palace. Magneto is just being brought away by Brainchild, but then spots Rogue. He suddenly lashes out with his magnetic powers, like back in Auschwitz he channels his anger and rage into power and is far from beaten. Zaladane uses her magnetism to throw Rogue into the ceiling but it was a bad decision, as she feels her strength returning and hammer onto the walls to cause stone blocks to fall down. Semyakov pushed Zaladane to safety, while Rogue starts to fly. She finally has her powers back, and picks up Magneto to tell him that he didn’t mess up when he saved her, her healing process just took a while longer than expected.
Down below the Savage Land Mutates arrive and a big fight starts. Rogue tells Magneto to rest while she, Fury and Ka-Zar fight Zaladane’s forces, but they are outnumbered. Magneto thinks to himself that Rogue means well, but he never won’t allow himself to depend on somebody else than himself. In the confusion, nobody recognizes him slowly makes his way to the power transfer machine and getting it to operate. Magneto then drains Zaladane of her powers right as she was about to kill Rogue. Magneto recharges himself with his power, and as he senses Semyanov behind him, aiming his weapon. Magneto entangles him in a steel cable and sends an electric charge through it. The Savage Land Mutates are easily defeated too, and Magneto holds Zaladane in a forcefield with metallic spikes all around her. He says that as long as Zaladane exists, she will be a threat. Understanding what he is about to do, Rogue tries to convince him not to. Magneto responds and says that he has tried Xavier‘s way, but it simply doesn't work for him. For example the New Mutants were left in his charge and they suffered for it. Magneto says that he will never be Charles Xavier, he was a fool to try. Then he sends the metallic spikes into Zaladane’s body, killing her, remakes his costume with the helmet and takes off.
Rogue touches Worm and absorbs his power to take control over people, and allows everybody to escape. Everybody's back to normal, including Ka-Zar's wife, and Rogue realizes the Magneto she came to respect and was attracted to is no more.
At Chandilar, the throneworld of the Shi‘Ar, Lilandra celebrates her new rightful place as Empress and says that her sister Deathbird has no longer any rightful place of the throne. Her citizens totally agree with Lilandra and the crowd cheers for her. During the festivities, the X-Men chat along, talking about what has happened since Xavier left. Ororo still wonders why Deathbird had transported the X-Men to Shi’Ar space, as they are enemies and she could not have expected the X-Men to help her, but Xavier quickly dismisses the topic. Forge is amazed by exploring the alien culture, and soon he is approached by a beautiful woman who says her name is P!rai. She wants to know if he is of the same race as the royal consort. Meanwhile, we see Wolverine in a 'pub', smashing an alien outside the window who had some bad words about Lilandra.
Next, we see Psylocke coming out of the shower. She is late for the party, but wants to meditate before. Somehow she feels constantly on edge, as though still in combat, and she also found that something strange is going on with Xavier. Suddenly Psylocke gets knocked down by an unknown enemy !
Jubilee has gotten lost in the large palace, and is trying to find the way. Through a window she sees something strange going on. Deathbird is lying beaten on the floor, and she also sees Gladiator and Oracle, who are brought captured to Xavier. Then, she gets surprised by Gambit, who suddenly stands behind her. They both watch the 'show' and see how the beloved X-Men founder uses his mental power to knock out Oracle and place Gladiator under mental hold. Xavier orders the guards to dispose of Deathbird. When the guards ask about what to do with the X-men, Xavier replies that they will be perfect breeding stock, and for now they are loyal to him. Once they have outlived their usefulness, the mutants will be destroyed.