In a back alley canal, three X-Men are left shocked, as the fourth member of their team lies near death in the arms of their fifth member, Cable. Cable holds Phoenix’s limp body in his arm in front of the body of a member of the Shockwave Riders, a sect of the Neo. The Rider has just willed himself to death, after his colleague stole precious memories from Phoenix. Phoenix forged a mind link with the dying man to retrieve her memories, using her own life force to sustain the other man’s.
Beast puts his hand on Cable’s shoulder and asks his friend what just happened. Cable tells the others that Phoenix forged a mind link with the Neo, but if she does not return to her body before he dies, she will die along with him. Gambit kneels by the body of the Shockwave Rider and asks Beast if what Cable says is true. Cable takes offense and asks Gambit if he doubts his word. Beast calms the man down and tells him that it does not hurt to get a second opinion, especially when it agrees with your own.
Cable lays Phoenix’s body next to the Rider’s body and stands up along with the other two men. Beast sums up the events of what happened in the last few minutes. The Neo willed himself to death to escape interrogation. Phoenix is using her life force to sustain his. Whoever has the stronger will shall win. Beast tells the others that he would normally place his money on Phoenix. Cable tells Beast that there is nothing ordinary about the Shockwave Riders, as stories of them survived to his time. He tells all three other X-Men that the Shockwave Riders were said to be the deadliest at the point of death. They were soul stealers. Even Apocalypse respected them.
Gambit interjects and asks Cable that if the Rider’s were so powerful, how come they did not defeat Apocalypse in Cable’s time. Cable tells Gambit that the Riders were legends just like the X-Men. The world he is in now is a myth to his people in the future. Stories of the Riders and the X-Men were told to give them hope that Apocalypse could be defeated. Gambit tells Cable that Apocalypse was scared of Cable himself. Cable retorts that the evil mutant was not afraid of him like that. Gambit tells Cable that the joke was on Apocalypse then. The malignant mutant is dead, in part, because of Cable. The future Cable came from is now up for grabs. He now has the chance to make his world better. The X-Men defeated Apocalypse, now they will defeat his “bogeymen” too.
Storm asks Gambit how they will do that. He tells her that she, Beast, and he must go get Phoenix back. Cable tells him that they are not going without him. He is a telepath so he should go. Gambit tells Cable that is why he should stay behind. He must use his psychic powers to keep check on their wandering minds. They also need his muscle to keep their bodies safe. Gambit goes on and tells the others that the Riders put a lot of effort to ambush them. They won’t be chased away easily. They will be back for a rematch, so it is nice that their best is around to fight them.
In the realm of the dying Neo’s mind, Phoenix finds herself in an immense and ancient forest. She has seen many things in her life, but the scene she finds herself in ranks among the highest of wonders she has encountered. As she walks in awe Phoenix tells herself that the forest represents more than the memories of one man. It seems that the memories of an entire race are here. It feels like forest is as old as the world. Phoenix arrives at a fortress atop a small hill with many small houses below it.
She tells herself that she feels much power here, but it has an essential harmony with nature. The Neo care deeply for the world, but there is no doubt who rules the land she sees before her. The Neo consider themselves the lords of all they survey. As she walks towards the fortress Phoenix realizes something is wrong. The farmland is torn up and the houses are charred or still burning. The palisades of the fortress have been breached. However, there is no logic to the damage, which means that this was not an attack. The extent of the damage, however, can only be described as devastation.
As Phoenix walks by the fortress, the Neo whom she was chasing jumps at her with an axe and a sword. He calls her a murderess and asks her if she is proud of her work. Phoenix asks him what he is talking about, but realizes that he is in no mood to talk. As she tries to psi-shock the man, she discovers her powers are not working on him at all. As the Rider cuts off the ends of some of her hair, he asks Phoenix if she thought he was unprepared for her. He tells her that she is on his turf, without her friends. Phoenix thinks to herself that the situation is not good as she has little hand-to-hand combat experience. The Neo kicks her off the hill and she goes tumbling down. In the real world, her body starts to convulse.
Phoenix gets up and tries to punch the Neo, but he is too fast. She thinks to herself how fights were much easier with her telekinesis, but now she no longer has it and the Rider fights like an expert. She tells the Rider that he is making a mistake as he elbows her in the face. In the real world, Cable realizes, as blood splatters on his face, that any injuries Jean receives in the psychic plane are also received on her real body.
As the Neo delivers more hits to Phoenix he tells her that he knows her words are lies. For generations, the Neo lived in peace with the rest of the world. They believed the world was big enough to share. He goes on and tells Jean that her race changed all that. They attacked the Neo without warning and stole their glory. They were almost wiped out, but enough survived to enact vengeance. In the real world, Cable looks at Jean’s injured face and realizes he should have gone with the others. Phoenix stops and smiles at the Neo and tells him that she is sorry for his loss, but is told that words cannot save her. Jean tells him that she is not the one in danger. In the real world, Cable wonders why Jean is smiling.
In the psychic plane, Jean manifests the Phoenix force and tells the Neo that her race is not responsible for his loss. He has no reason to hate them. If he gives the world a chance, they can make friends. However, if he wants a fight he should learn what he must fight against. The Rider reminds her that her psychic abilities failed once on him. Jean tells him that was out of ignorance of his abilities. She needed to learn what he was made of. The psyche is her turf. No shields can stand against the force of the Phoenix screams Jean as she uses her powers to shock him and render him unconscious. Jean tells herself that should put the fear of the X-Men into him.
In the air, Storm carries Beast and Gambit towards Jean. Beast jumps towards her and tells her that the cavalry arrived to find the battle already won. Storm and Gambit descend and Storm asks Beast if he would rather have it otherwise. She stops Jean and uses her powers to wash Jean’s face clean with a miniature rainstorm and then dries it with a breeze to remove the signs of battle. With a smile, Jean tells her friend that she sometimes can be as much as a show-off as Gambit or Beast. Returning the smile, Storm tells her that it’s the little gestures that count.
Beast tells the women that they should finish their conversation at home before the trap Cable was worried about is sprung. Gambit tells Beast that he applauds the sentiment, but his timing is off. The other three turn around and find four figures behind them. The leader introduces them as the Lost Souls. If the X-Men have any gods or deities, they should make peace with them, says the leader. The X-Men are at their end. Beast comments on how the man’s voice is like listening to Ravel’s Boléro. Storm tells the leader of the Lost Souls that they have heard boasts such as that before. Jean tells them they have no desire to fight and asks if there is any alternative.
In the real world, Cable realizes that the plan was too easy. He had a lock on Gambit, Beast, and Storm until they reached Jean, then he lost them. That means trouble and, if unless he is mistaken, the other shoe is about to drop. Cable takes out his Psimitar and turns around. The Shockwave Riders have returned for a rematch.
Cable reminds himself to remember his mistakes. The Riders control their skimmers with their thoughts, which make them fast and almost seem alive. As he uses his Psimitar to knock a Rider off his skimmer, he thinks of how they used their powers to send his techno-organic virus out of control. However, the Psimitar is the focused essence of his abilities, which give a big wallop. He is also fast and powerful himself. With a smile on his face he turns to the other Neo and asks who wants more of the same.
An electro whip wraps around Cable’s flesh arm. Cable realizes that was the trick they used against Beast earlier and they hope to do the same to him. Unfortunately for the Rider who caught Cable, the X-Man uses the whip to pull the Rider off the skimmer and punches him in the face. Above him, another Rider tries to shoot explosive darts at the bodies of Storm, Gambit, and Beast. Cable uses his telekinesis to block the darts. Cable wonders to himself why the Neo are willing to destroy Jean’s mind, but spare her body of physical harm. The attack is obviously a set up. While Cable blocks the attacks another Neo runs from behind and tackles him.
In the psychic plane, the other X-Men battle the Lost Souls. Lament introduces herself to Storm, who uses a lightning bolt to keep the woman away. The leader of the Neo introduces himself as Dirge to Gambit. Gambit tells the man he will sing a dirge right after he tastes his explosive playing cards. The cards have no effect on Dirge, who tells Gambit that he is impressed, but the man’s fate is sealed. Nearby, Lament uses her powers to reflect Storm’s lightning bolt back at her, which knock the woman out of the sky. Gambit discovers he can no longer charge his cards so he uses his staff instead. However, Dirge blocks all his blows and backs him into a corner.
Requiem attacks Beast, who tells the red man that he will have to pardon him if he does not want one sung in his honor. As he dodges Requiem’s blows, Beast tells himself that not even the Hulk could match the Neo’s strength. Beast says that he cannot keep up the pace of dodging and that he is running out of options. Aside from the battle, Jean thinks to herself that the Rider and Lost Souls are all Neo, which means the answer to defeating them should be in the man’s memories. However, when she turns around, she finds the last member of the Lost Souls, Desolation. The Rider laughs at Jean and tells her that none have faced the Lost Souls and survived. Phoenix tells him that the Lost Souls have never fought the X-Men before.
Jean uses her powers to attack Desolation, but discovers that her power fades into nothingness as she touches the other woman. However, she realizes that she cannot give up as the other X-Men need her help. She starts to focus her energy in hopes that Desolation will fall. Jean quickly realizes that there is nothing physical about Desolation to fight. The Neo starts to wrap her cloak around Jean without even a word. Phoenix senses that the cloak is some sort of abyss as it starts to swallow her. Suddenly, Phoenix and Desolation merge into one, as an amalgam of the two women is formed. The amalgamation calls herself Desolation, but has Jean’s face. The other Lost Souls surround the other X-Men. Dirge tells them that as the Lost Souls claim one, “So claim we all!” Dirge leaps at Gambit, Requiem at Beast, and Lament at Storm. Each pair merges into new amalgams and each one says their name out loud.
The four X-Men are sent into their inner souls, where each of them encounters something different. In Gambit’s soul, he finds himself kneeling beside the bodies of the dead Morlocks as his fellow X-Men and his one-time lover, Rogue, looks at him with disgust. The Mutant Massacre was Gambit’s greatest shame. The Morlock’s trusted him, some loved him, and he repaid them with death. His grief can only be answered by death. For Storm, she is suddenly surrounded by images of those who have sought to destroy her life and those she loves. A rage builds up in her that threatens to consume her. Beast finds himself in a mob of humans, who are angrily trying to kill him. He has tried to fit into humanity and has done good work to prove himself, but the label of being a mutant is all the humans care about. He has decided to repay their hatred with some of his own. Finally, for Phoenix, she finds herself against the one man whom she hates the most: Apocalypse. He took her beloved husband away from her and nothing will stop her from enacting vengeance on the eternal evil before her.
In the real world, Cable stands by the bodies of his comrades. He is surrounded on all sides by Neo. Cable then realizes that the Neo are loosening up their psi-shields and are letting him feel what his teammates are going through. He then decides to show the Neo why they should respect him. As he uses his Psimitar to disable one Neo he thinks to himself about how, when facing a telekinetic, the last thing you should worry about is the man’s body. As Cable receives a blow to the face, he throws his Psimitar at a Neo about to kill the other X-Men. The staff disrupts his nervous system.
As more Neo pile on, Cable realizes that he is evenly matched with them. However, he can’t give them the slightest opening or the Neo will be on the X-Men’s bodies like wolves. Cable comes to a realization that there is no point to save their bodies if their souls are lost. He fights off another Neo and runs towards the bodies. He cuts his Psimitar through all their bodies and sends a focused psychic charge to their minds. As the Neo pile on him, he hopes that he did some good to help his teammates, for he is about to pay with a vengeance.
In the X-Men’s inner souls, the psychic charge does some good. As Gambit kneels by the bodies of the dead Morlocks, he realizes what Dirge is trying to do. He speaks out loud and tells Dirge that the Mutant Massacre was the wrong event to use to break his spirit. The only one who was betrayed was himself. He was a thief so he should have seen the web of lies set before him. It is a mistake he will carry to the grave, for good people died because of him. However, he chooses to cherish their lives, not mourn their deaths. As for Rogue, he tells Dirge that he never intended to play fast with her heart and if she does not want to see that, then it is her loss. Gambit spreads his arms out and tells Dirge that he wants to celebrate the joy of life. He won’t cry himself to death. His soul won’t be lost, because he chooses to laugh.
At the fortress, the Shockwave Rider asks Desolation is she is ready to release him and if he won. Desolation hovers above the man, but suddenly a golden light flares on her chest as Desolation gives the man an angry face. The light takes the form of a phoenix and purges the Lost Souls out of the X-Men and sends the four Neo away. Jean tells the Rider that the X-Men, as well as the Phoenix stand for justice and hope.
The Rider tells Jean to save her speech. He tells her not to speak of justice after what her race did to the Neo. He tries to hit Jean, but she stops him. Gambit tells Jean that the Rider is crazy, as the X-Men have done nothing that he claims. He also asks Jean if she will use her telepathy to find out the truth of him. Jean’s hand erupts in flames and she tells Gambit that the man has suffered enough and she will not bring him more. She then hits her fiery fist against the Rider’s chest.
Back in the real world Cable kneels by the body of the Rider, whose body begins to convulse. Cable tells the other Riders that their friend and the other X-Men are returning from the dead. As the Rider who fought Jean gets up, Cable asks them if they will let sanity prevail, “and call it a night?” From behind him, Jean tells the Rider’s that the X-Men have no quarrel with the Neo. They should work out their problems without bloodshed. The Rider who fought Jean tells her that, when she holds the body of her mate, who was struck down simply because they existed, then she can tell him what’s possible. Phoenix reminds the Rider she could have let him die, but the Rider tells her that she will regret that she did not. Beast tells the Neo that if that is their final word, then they will find the X-Men ready to stop them. The Rider’s tell them that they wouldn’t have it any other way.
Some time later on the empty Piazza Di San Marco, the five X-Men sit at a table with rain falling everywhere except on them. Gambit jokingly asks Storm if she thinks anyone will notice how she is giving them sunshine on such a horrible day. Beast tells him that they will just blame it on mutants. Cable turns the conversation back to the topic of the Neo and says he is surprised they did not stay and fight. Phoenix agrees, but says that she had to risk letting the one Rider live. The enemies the X-Men fought over the past few months have cared little for life. People’s lives are expendable to them. Her powers catalyzed when she saw her best friend die. It is too easy to kill, especially for those with powers like themselves. Phoenix tells them that she chose to take a stand. The X-Men have to be better than what their enemies do to them.
Impressed, Beast takes Phoenix’ hand and tells her that just when he thinks he knows her, she says something new that leaves him admiring another wonderful characteristic about her personality. Cable tells Beast that what he said was sweet, but the Neo are a dangerous and ongoing threat that needs to be confronted and neutralized. Gambit tells Cable that the X-Men will fight the Neo, but it won’t be today.
Gambit goes on and tells the others that he reason he summoned them to Venice was to gain help in a rescue mission. Someone he knows called in a marker and asked for his help. Gambit is now asking for the X-Men’s help. Beast immediately asks if the case is legit. Gambit tells him that he wouldn’t ask them if it were not. Beast says that is hard to believe. Gambit reminds Beast that if it were Wolverine, Shadowcat, or Rogue asking the X-Men would not hesitate to help.
Storm reminds the others that even though Gambit has made mistakes in the past, they all have. She tells them that she trusts Gambit and if he thinks the case is more important than the Neo she will follow his lead. Phoenix says that if Storm agrees she will follow Gambit. Cable follows the lead of the two women. Still skeptical, Beast crosses his arms and tells Gambit that faith is no small thing to ask if their lives depend on it. Gambit tells him that it is no less than what the X-Men ask of them. He asks Beast if he has a problem with that. “Not in the least,” replies Beast who extends his hand out. He tells Gambit that he is merely reminding him of the stakes.
With a smile Gambit puts his hand on Beast’s and says he knows the consequences. Phoenix, Storm, and Cable each put their hands on the other two to seal the pact. Gambit tells them that, “Man knows how to choose the right cards…his hand’ll come up aces every time.”