Cumberland Kentucky, where upon looking up to the sky, one would probably get quite a fright seeing an “angel” and a young woman having sex. Actually the “angel” is the winged X-Man Warren Worthington the third, better known as Archangel, while the young woman is Paige “Husk” Guthrie, who has recently returned home when problems arose with the old family enemies, the Cabots.
A scream Joshua, Nooo! is heard from the bushes below and Paige and Warren stop kissing. Looking down below they see that things have escalated as three armored men march towards Paige’s home and Paige informs Warren that the woman screamed Joshua and Joshua is one of her brothers. Warren knows this and tells Paige that he couldn’t tell where it came from but that he will search from up in the air while she helps down below. Paige rips off her skin and Warren tells her she is getting heavy – as she has transformed her body into stone.
She jumps from her lover’s arms and plummets to the field below, where she purposely lands on one of the armored Cabots below. The Cabot’s arm is broken from the impact and she attacks two of the Cabots asking them what they are doing at her family home. The X-Man Kurt Wagner, a.k.a. Nightcrawler teleports from the Guthrie home to the battle scene and tries to lift one of the Cabot’s arms up as he fires a blast. He sees another Cabot ready to fire and warns Paige who turns around, only to be blasted all the way back to her home and into the kitchen, her dense stone body smashing through the walls.
Kurt looks over concerned when he hears the whirl of another blast and teleports out of harms way just in time. One of the Cabots asks another if he is all right, the reply being that his arm is really hurt. Chester Cabot orders the other Cabot to stay with the injured one and he approaches the Guthrie home alone.
Lucinda Guthrie, Paige’s mother, calls to her lover Raymond and tells him to get their children to safety. Ray tells the stubborn woman that he is not leaving without her and armed with a shotgun, Lucinda tells Ray that someone has to protect the children and that it has to be him.
Nearby, in the woods, the powerful Lorna Dane stirs as she wakes in a flower-bed after being shot by the Cabots. Polaris’ friend and teammate, Wolverine finds her and approaching her, Lorna asks Logan what he wants and if he shouldn’t be out there fighting more crazy people in armor? Logan informs the tempestuous X-Woman that he wanted to make sure she was all right. Lorna clutches her head and informs her teammate that she is fine and tells him bluntly to get away from her and help the Guthries. Wolverine tells her he will, but before he leaves wants to tell her something. Lorna impatiently cuts him off and asks what? as Logan smiles and informs her that her outfit is pretty much spaghetti there. Lorna looks down at herself and sees that her costume is shredded to bits. Looking back at Logan she says Yeah. So?
Further into the woods, Julia Cabot clutches her lover, Josh Guthrie her family enemy whom her father killed by shooting him. Crying, Julia uses all her might to lift the winged mutant up and walks into the lake where they first met several years ago. She holds his body in the water keeping him afloat and taking a deep breath she presses her lips to his and forces their bodies down into the water, where they begin to sink down. Josh’s arms flop around Julia’s back as if they were hugging each other and Julia soon runs our of air. They sink slowly to the bottom of the lake where they rest peacefully, holding each other.
Back at the Guthrie home, Raymond orders the children into the police car as Lucinda hopelessly fires bullets at Chester Cabot, telling him to leave her children alone as it has always been her and her husband that he hated so he shouldn’t take it out on her kids. She drops the rifle and stands in front of Chester, telling him that she is all his and that he can blow her to bits but not to hurt her children. Tears stream from Lucinda’s eyes as she begs Cabot who stands tall in the armor above her.
Cabot tells Lucinda that he knows she always thought she was better than he, but she wasn’t. He tells her that she thought because she had to work for everything that he was handed in life it somehow made her superior – but it didn’t. Cabot tells Lucinda cruelly to get on her knees and lick his boots. Lucinda starts to comply, kneeling down slowly she tells Cabot that she will do it as long as he doesn’t hurt her kids. Without warning Cabot raises one of his armored arms and fires a missile at the police car which is packed with Nightcrawler, the remaining Guthrie children, Ray and his own son – and it bursts into flames.
At the bottom of the lake, Julia and Josh lie still – until the blast wound on Josh’s chest suddenly closes up, and soon after that his eyes open – only to see Julia, smiling and at rest. Josh’s eyes go wide and he grabs his soul mate and swims up to the surface, gasping for air when he reaches the tops. Carrying Julia in his arms to the bank he tells her not to be dead. He lies over Julia’s body before crying out why so that it can be heard for miles around.
Back at the Guthrie home, Sheriff Pete looks at Lucinda as tears stream from her eyes watching the car continue to burn. Kneeling on the ground in the shadow of Chester Cabot, Lucinda tells him that she would have done anything he would have ever asked and asks why he did this. Cabot replies because they were yours, being reason enough for him. His weaponry shifts into place and narrowing his eyes he says Goodbye, Lucinda – only to be attacked by Sheriff Pete who jumps onto the armor. Pressing a button on the armor, Pete informs Cabot that he shouldn’t have showed him how to open the armor, and as Cabot’s face becomes exposed he asks Pete what he is doing.
Still hanging onto the armor, Pete declares that he is doing something that is supposed to be his job – protecting the innocent. Two blasts are fired, Cabot falls over from a gunshot to his head, and Sheriff Pete is blasted by Cabot’s weapons. Landing some feet away from Lucinda, Pete extends an arm to her and smiling he asks her if she will go out with him now, before he too dies.
Lucinda looks up when someone calls her name and she sees that it is Nightcrawler – with her children. Elisabeth and her brothers run over to their mother, who thanks Kurt, informing him that Paige has told her how much of a good friend to her he is, adding that she could never be more grateful than she already is. Solemnly, Kurt has some upsetting news to tell Lucinda, that Ray and Ray junior were both in the front seat and he could not reach both of them as they were too far apart. Lucinda looks up from hugging her children, seeing that Ray junior is with her, she looks to the car, and Kurt declares that he could not reach Ray.
Meanwhile, Cabot’s two sons who were in the armor are making their way back through the woods. One of them asks the other how his arm is, and the reply is ‘it’s killing me, how do you think my arm is?’ The first declares that they will come back later and get some of the employees to help them. The one with the broken arm proclaims that he is never coming back up, to which the first says that they cannot leave this unfinished, as their father may be dead, for he saw him fall, which means they have to avenge him. The two Cabots suddenly bump into Wolverine and Polaris, who is wrapped in her cloak. One of the Cabots reminds the X-Men that they cannot hurt them in the armor, to which Wolverine extends his claws and declares that they will test that theory.
Back on the lakeside, Warren flies down to Josh who is still crying. Josh looks back and tells Warren that he cannot seem to do it, that he cant seem to make it work. Warren asks the young mutant what he is trying to make work and approaching him he sees that Josh has been trying to kill himself by thrusting a sharp branch into his heart. Josh declares that he cannot make it work for he just keeps healing and healing. He cries and leans over Julia again, exclaiming that he cannot live with out her, he asks Warren to help him.
Sometime later, Warren walks beside Josh who is carrying Julia back to the Guthrie home. Warren and Paige see each other and embrace, while Lucinda clutches Ray junior, both grieving for Raymond, Lucinda smiles at her daughter.
Much later, Josh Guthrie has begun to sing again, a song about angels, at the end of the song he cries and whispers I miss you Julia, may you ever lie with angels…and Julia knows that he is singing to her.