(a mix of dream / memories and flashbacks)
Professor Charles Francis Xavier, the most powerful mutant mind on Earth, is in a dream of total self doubt as he recalls the moment in his life when he was stranded in an ice field in the middle of the Antarctic wastes. A place where he thought for certain that he was going to die. An unspecified voice asks him how it made him feel and Xavier replies that he knew Scott and Ororo would be... but the voice cuts him off and tells him that they aren't talking about Cyclops and Storm but about him. Xavier listens to the faceless voice and informs it that he felt afraid. Afraid and maybe just a little bit relieved. The voice tells Charles that it doesn't understand so Charles explains that his entire life has been dedicated to a single simple goal of trying to change the entire world, but lying there in the snow he thought he could rest, finally rest.
Yet that didn’t happen, as he felt himself being lifted towards an alien structure pulsating with life and to him it was a bit confusing. He could feel the instruments, see them floating as they operated on him. His body began to thaw from the unbearable Antarctic cold while his blood began to flow and his air filled with lungs and provided him with realization that he was going to live. The voice calls Charles “friend“ and Charles replies “Eric“ into which the mysterious voice asks “Eric Lehnsherr? Magnus ... Magneto?“. Charles remarks that it was Magneto who saved him that day but up until just this moment he never could remember that fact. The voice asks him why it is that in all the times the two have battled over the years, the only time he called him by his first name was that day they were at Illyana's grave. Charles informs him that Magneto is a dangerous and megalomaniacal man. Charles then states that he would have considered him and Magneto as different as night and day until the day came that Charles used his power turn Magneto's mind off. Not only did he shut down his access to his powers, but he robbed him of every thought, hope and dream he had ever possessed. Xavier realizes that although Magneto saved his life, he denied him his.
The voice questions Charles as to if it was worth it considering how dangerous Magneto was and how many lives he put at risk. Not only did he rob Logan of his adamantium, nearly killing him, but also he endangered billions of lives by warping Earth’s electro-magnetic field. The voice reassures Xavier that Magneto took the choice out of his hands, there was no other way to act. Besides, if the situation were reversed, would Magneto even worry about Xavier’s fate ? Charles asks if he means to say that the only thing separating the two men is the guilt that Xavier holds ? The voice confirms this, but it is only one of the things that separates them. Then stepping from the shadow the voice reveals itself to belong to be none other than Eric Lehnsherr, Magneto.
Taken aback, Charles asks what he is doing here and Eric replies that it his dream, though a valid question. Why he would choose to manifest Magneto as representation of his subconscious, considering that he is the embodiment of everything that Xavier fears and hates about his own self ? Magneto asks Charles if to describe him in one word and the professor replies with “abuse“, and further explaining “you abuse your power“, since Magneto used his power to achieve his own goals regardless of what the cost may be. Magneto questions him as to if he has ever done the same but Xavier denies it. Eric finds this “interesting“.
Next, Magneto queries him to any changes that may have happened in his life lately, or the lives of those closest to him, that may have triggered the sense of loss that he is experiencing and if it could be the case that he finds the happiness of others somewhat inappropriate considering the many tragedies that have happened of late. Xavier knows that he is talking about Scott‘s and Jean‘s impending wedding, but he denies Magneto's claim and calls this accusation absurd.
Suddenly he sees a psychic vision of Scott and Jean. They thank him for everything he has ever done to them, like taking Scott out of the orphanage and making him leader of the X-Men. They say that they aren’t even bitter about their wasted teenage years, that because of him, they had to spend fighting for their lives, because they are happy and together now and that’s all that counts. Xavier wishes them nothing but the best, and the couple continues to thank him for always being there for them even though he has had to sacrifice his own time and happiness, but they appreciate it. That’s when Xavier snaps at the two of them, asking them if it isn't enough for them that he gave them his blessing. The two X-Men, now feeling guilty, look down and politely apologize for upsetting him. As they vanish, Charles asks Magneto why he can't allow himself to truly be happy for them and why he resents them. Magneto tells him that he doesn’t know, but could it be that their marriage represents something he desires and feels missing in his own life? Eric asks him what is was like growing up.
Charles starts that he his father died very young and it was just him and his mother Sharon whom he loved very much. However, the manifestation of Magneto knows better and demands to know the truth. Knowing he can't lie to himself Charles admits that he should have been able to help his mother. He then reveals how his mother married Kurt Marko because she thought it would be best for Charles. Marko would abuse his mother and Charles, who was only a ten year old boy at the time, would go to his mother's side afterwards and reach out to her mind and share her pain in an effort to alleviate it. Magneto then informs Charles that he believes that he has spent his entire life trying to protect women the way he was unable to rescue for his mother.
He cites Gabrielle Haller as an example. Eric was even there years ago when he started this rather oedipal relationship with her, and it is notable how quickly Charles lost interest in her after she stopped needing him.
While Xavier pretends that he hardly lost interest, magneto brings up Moira. Charles would rather not discuss her, but Eric goes on anyway. Angrily Xavier exclaims that Moira loved him, nothing he could say would change what they meant to each other and what they had together, but Magneto reveals to him that she was only interested in him out of scientific curiosity, she said as much in the letter. Charles pleads not to go there, but Eric cites a few passages from it anyway, where she describes that she meant someone else, someone like her, or like Eric puts it, someone human. Taking the letter out of Eric’s hand, Xavier says he is taking the words out of context, all Moira said was that she found somebody with whom she could share her life. He knew that in his life he would have to make sacrifices, and while he was hurt, he wasn’t angry at Moira. Magneto apologizes.
Xavier then brings up an example of his own – Lilandra – as proof that he is not incapable of having a healthy relationship, as they have shared a bond for years. Eric however puts it into place, he is “involved“ with an alien princess of an intergalactic empire millions of light years away. Not too inaccessible, is it? Eric then asks if he doesn’t think it odd that this is all coming to a head now? Instead of trying to ignore or fight the longing to belong to someone or something, maybe he should just take a look at it and deal with whatever unfinished business is there. What unhealed wound has recently been reopened? What is he ashamed of?
“India“, Charles answers. He tells Magneto of how he had been air lifted to a hospital in after his battle in Tibet with the creature who called himself Lucifer. The doctors told him he would never walk again, and though he still possessed one of the greatest brains in the world, all Charles could think about was how he wished to cease to exist. While laying in bed a nurse entered and stroke up a small conversation with him but he just lied there and didn't say one word. The nurse told him she would come back after her rounds and introduced herself as Amelia C. Voght.
Charles remarks to Magneto how every other woman always needed him but Amelia WANTED him. Two weeks passed and Charles was in therapy with Amelia while they were having a conversation, during which she tried to inspire him and snap him out of his depression. Amelia told Charles that he was one of the most brilliant and intelligent men she has ever known and that he had the love of a beautiful woman, which caught Charles by total surprise. Charles went to tell her that he is a mutant but before he could utter out the words they already shared a passionate kiss.
Charles explains to Magneto that Amelia found out on her own three months later. The two of them were sharing an apartment in Bombay when she stumbled upon his notes about a little device that Charles has been designing ever since he met Eric in Israel. A device called Cerebro that could identify and locate mutants. Amelia was very upset, since, as she revealed to Charles, she was a mutant herself. Infuriated, she began to yell at Charles and questioned his love for her because she thought that he has known all along about her genetic status, and that being his sole reason to be with her, like some sort of experiment. Amelia started a fight, however Charles used his telepathy to tell her that he loved her. Startled by the voice inside her head, Amelia ended the fight and understood that he was also a mutant. They consoled each other. Charles tells Eric that he had spent his entire life thinking he was unique in his pain of being different, but he then realized that he was never truly alone at all.
Considering how poorly encounters with fellow mutants had gone until that point, Eric is able to appreciate how much Amelia must have meant to Charles. Xavier then reveals how he and Amelia had moved back to the States and he pursued his dream while they compiled a list of mutants who they thought would be most likely to accept an offer to be trained in the use of their powers. Amelia stood by Charles despite the fact that she did not approve of his work with a young mutant he was counseling by the name of Jean Grey, but he never realized her aversion to his forming of the X-Men until the first night that the orphan Scott Summers stayed at the mansion. Amelia packed her bags and informed Charles that she was leaving. She told him that Magnus too would be gathering people and before they know it, the world would be caught in the crossfire of a genetic arms race. She knew that Xavier had good intentions, but felt that this was the wrong way. Actually she had followed him to the States to convince him that by creating the X-Men he would only draw attention to mutants instead of encouraging them to maintain a low profile and stay hidden. Stating that she loved him too much to watch him throw his life away, Amelia walked out.
Of course the manifestation of Magneto once again knows better and questions Charles again on the subject. Charles tells him a slightly different version of the story, where shortly before Amelia left he grabbed her by the wrist, intending to convince her to stay. Charles explained that he didn’t start this conflict, and that all he was trying to do is give people like Jean and Scott and anyone else they can find a chance. As tempting as it might have been, he could not “play house“, while at the same time Magneto would gather forces to rule the world in the name of homo superior. He was convinced that their power also gave them a responsibility, but Amelia asked what about their responsibilities for each other. The argument ends the same way as in the other version, as Amelia walked out of the mansion.
Eric says they are getting closer to the truth, but it still doesn’t explain the anger, the guilt and the resentment that are currently troubling the professor. Upon being pressured by Magneto, Charles admits that as Amelia was walking out he reacted and used his powers to enter her mind and "forced" her to see his point of view. Thankfully it was only for a few seconds as he realized his error, and let go of her. Although Amelia never said a word, Charles could see the sense of betrayal in her eyes, and she turned around to slap him in the face before finally walking out on him. Charles loved her but in the end, he had failed her and he failed himself. He tells Magneto that his actions were selfish and vulgar to which Magneto pursues the revelation further only to have Charles open up deeper and admit that what he had dine had violated everything that he stood for and believed in. Then Charles tells Magneto that he isn't like him and he never will be. Eric tells Charles that that had been his point all along and he only had to finally realize it and believe it for himself. Thinking that he might finally be ready to hear this, Eric then informs Charles that one can be true to his goal and still pursue his own personal happiness, just like Scott and Jean.
In the mansion‘s living room, Charles is startlingly awoken by Jean Grey as she was attempting to lie a blanket on the sleeping Professor. She apologizes for waking him, but he tells her not to apologize and that he feels certain he was bound to wake up anyway. Jean says that since he is up that maybe he should go to bed and turns to leave but he grabs hold of her wrist and stops her. Charles apologizes to Jean and tells her that he is sorry if he had let her and the others down. She comforts him and tells him that although she doesn't agree with his decision in opening the doors of the school to Sabretooth, she doesn't believe for one instant that he could ever possibly let her down. She remarks how he has sacrificed so much for each and every one of the X-Men and asks him where they would be without him and how they can never repay the debt to which they owe him.
Xavier tells Jean that there is something that she can do for him two Saturdays from now. She knows he is referring to her upcoming wedding to Cyclops. Charles tells her to love him. To promise to love him forever because that is exactly what the X-Men were created for and what they continue to fight for every day - the chance to know happiness. He then tells her that he wants to make sure that there is no further misunderstanding and proceeds to tell Jean that he loves her. They share a hug and Jean tells the Professor that she loves him too with all her heart and soul and that she will keep her promise to love Scott forever. She then thanks the Professor for everything.