Mystique has freed Mastermind from her holding tank and she angrily rips the tubes and cables from her body. Mastermind feels humiliated for having been trapped in a jar while her half-sister gets to cause all kind of troubles elsewhere. Now that she is free again, she vows to settle who the rightful heir to their father, Jason Wyngarde, is once and for all. While working on the computer consoles, Mystique calms her ally down by informing her that Regan is out of commission. Mystique gloats about how well her plan has turn out. By posing as the loyal X-Corps member Surge and their enemy Jakob Eisen, Mystique infiltrated Banshee's organization and kept him distracted while she and Mastermind took over from within. However, she then has a slip of tongue, saying that it "is all mine" and Martinique corrects, "You mean ours". Mystique apologizes and on their way out, Mastermind asks what becomes of Banshee, who is lying on the floor in a pool of blood. Mystique says that if he won't bleed to death, he will die of the nerve gas that, like she just programmed into the central computer, starts to fill the building.
Meanwhile, Archangel and M are busy high above Paris. M bursts into the stolen helicopters that are piloted by mindcontrolled dupes of Madrox. After flying clear with them, Warren shoots the copters down with a bazooka. One by one they decimate the enemies' fleet. M takes the rogue dupes back to their own helicopter, where Iceman watches Jamie re-absorbing them. With each dupe being reunited he starts to feel better. He actually had spread himself to thin, but the X-Corps needed him as support staff. Suddenly they become aware of Fever Pitch flying close to them, and is causing much destruction with his fire powers. From aboard a copter that is piloted by a still mindcontrolled Madrox, Avalanche uses his shockwaves to make the Eiffel Tower crumble to pieces. The X-Men are shocked but continue to fight.
At the X-Corps headquarters, Jubilee and Husk are fighting the Blob. Paige husks into a form of metal. Her punch to the Blob's face puts him in pain, yet he grabs her by the hair and slams her to the ground. Jubilee uses her lightbursts to distract him and annoys him even more by making fun of his codename. The door slides open and Stacy comes in, determined for a rematch with "fatty".
In Paris, Archangel, Iceman, Multiple Man and Monet are slowly gaining the upper hand. They have already dealt with half of the air fleet and Jamie feels a lot better, though some dupes are still under Martinique's mental hold. Iceman becomes aware of Fever Pitch who is attempting to set the entire Louvre on fire. He tells Jamie to fly the helicopter as close by as possible. Bobby then blasts his ice out of the copter's open door.
Mystique and Mastermind have made their way to the command central and along the way they have killed a few Madrox dupes. Mystique believes that her mutant terrorism across Europe will taint Xavier's dream of coexistence and humans will fear mutantkind for what they truly are: unpredictable, dangerous and superior. Martinique holds one hand to her head as she feels that Madrox is pulling himself together and her control of the remaining dupes is starting to slip. Raven orders her to get her act together. She reminds her that the original Mastermind would never have shown such weakness and Martinique agrees.
In the lab, Abyss is still trapped in his containment field, before the tube is the dead body of Sunpyre, her open eyes staring into nothingness. The door opens, it's Banshee. Despite his massive throat injury, he has managed to get up and make his way this far.
In Paris, Iceman has succeeded and encased not only Fever Pitch, but also the entire Louvre, in a huge block of ice. Meanwhile, M and Archangel have dealt with the last aircraft in sight and Jamie has reabsorbed the last dupe like the others before. Bobby congratulates Warren on his good aim, but Archangel lowers his weapon in shame; he did not enjoy this kind of action. Also, the political reactions to an all-out mutant attack on a European capital city have yet to be seen. They decide to head back to the X-Corps building. They are aware that they have missed a few of the villains, but Multiple Man says that he senses his dupes are free of the mental hold and will return to the base too. As Monet looks at the destroyed city, she mentions that she used to love Paris.
Back at the X-Corps quarters, Stacy is sitting on top of the Blob's limp and exhausted body. Apparently she used her pheromone control to over stimulate his pleasure centers. While Jubilee finds Stacy pretty cool, Paige wonders if this is what Xavier is looking for these days. The three girls decide to move on and see of they can be of help elsewhere.
In the command central, Mystique registers a security breach alarm coming from the research lab. Since all the Madroxes still in the building were killed, it has to be someone else and she wants to investigate. Upon leaving, she gives one more lecture about the revolution of homo superior and that she accepts nothing less than full commitment. Martinique agrees, but from the glance she gives after Mystique, it is clear that she doesn't like to be bossed around.
Having made her way to the lab, mystique is surprised to see Banshee there, still standing. She had not expected him to be still alive, but as he slowly walks towards her, he collapses. Triumphant, Mystique says that she could accelerate his death anytime, but suddenly she becomes aware of movement behind her. Abyss stretches himself out and, not wanting to let her kill anyone ever again, he opens his inner dimensional vortex. Mystique gets sucked inside along with much of the lab equipment. Attempting to close the rift, Abyss begins to panic. He is not fully in control and he sees that Banshee is about to get sucked it too. Sean does not even fight back, wanting to die, but he is held back by Husk and Jubilee and Abyss shuts himself down.
(a short while later)
While workers are already cleaning up the city, the X-men and the remaining X-Corps members have taken Banshee to a hospital. While Paige and Jubilee have fallen asleep, Bobby, Stacy and Jamie sum up how they fared. Nightcrawler and Chamber are missing, Sunpyre and Radius are dead and of the villains, Avalanche and Mastermind got away. Jamie says he does not dare risk multiplying to help clearing the city, fearing that Mastermind might mentally possess him again. They don't know when or where Mystique will pop up again, and Banshee is still in critical condition; his mutant power apparently gone forever. Warren watches over Banshee in his hospital room. From his bed Sean stares out of the window at the destroyed city.