At Bard College, in New York State, Rachel Van Helsing teaches a class. She is pleased to be teaching at a small liberal arts school far away from Oxford where a love affair ended badly. She needed this change of scene. A student asks in due part to her name and background - anthropology - if there is any connection between her and the content in Bram Stoker's novel. Rachel smiles and replies that Stoker's Dracula was merely a novel of fiction and promptly dismisses the class. The students leave with the one being ridiculed by his peers for asking such a dumb question.
As evening falls and Rachel leaves the college she thinks to herself that she told her student only half the truth. While Stoker's book was a fantasy, his main characters were quite real and her family has hunted Dracula for generations.
As she enters her house she thinks in relief that now he is dead and she is finally free. Her face turns to horror as a familiar voice greets her. She cries out Dracula's name in shock as the vampire jests that she actually thought that he had met his final death. He assures Rachel that tonight their ancient blood feud ends.
Sometime later at Professor Xavier's School for Gifted Youngsters, the X-Men are shown returning with Kitty Pryde quite upset, crying and flailing her arms in a fit. Storm tries to comfort her with no avail as Kitty screams it is the end of her world, stating they promised they would try and patch things up---that they have lied. Storm continues to console her as Cyclops walks in wondering what the commotion is about. Nightcrawler explains that Kitty's parents are getting a divorce. Storm tries to ease Kitty's pain saying it must me painful for them too and that they did try patch things up. Kitty accuses Storm for taking their side. Storm tells her she is acting like a child to which Kitty reacts by furiously phasing through her up towards her room screaming that Storm is not her mother, she doesn't even have one anymore and attesting that she wants to be alone.
Kitty slams the door behind her as she looks at a picture of her parents, questioning the whole situation more. In further frustration she throws the frame breaking it on the floor. With tears flowing over her face she screams out adamantly that she hates her parents over and over again. As she retires to her bed she doesn't notice the shadow that approaches her from behind. To Kitty in the next instant nothing has happened, but something definitely has!
It is midnight and Kitty wakes up feeling humiliated. After everything she has been through as an X-Man she figured she could have handled that better, after all, Storm's parents died when she was even younger then herself. Discovering that the picture of her parents was not damaged she notices Storm standing behind her, looking very pale and chilly.
After a quick exchange Storm attacks Kitty, showing her vampiric fangs and draining her of her blood. One by one, Storm glides from each of the X-Men's rooms, draining each one of them. After she is finished feasting she goes to her attic room, transforms into a humanoid bat creature and flies away from Xavier's towards a cliff where Dracula is waiting for her. Storms transforms back into the undead creature that she has become and embraces her master with a kiss of passion under the full moon.
Storm wakes up in a pool of sweat, crying out because of the nightmare. She realizes it was all a dream noticing she is still human. A streak of fear hits her as she rushes to check Kitty's room. After seeing that Kitty is alive and asleep she notices the house is oddly silent and determines that the dream was a summoning of her by Dracula. Instantly she changes into her costume and flies to Dracula in hope to end his hold on her, a hold that he had promised no longer existed.
As Storm flies off she does not notice Kitty looking through the window. Kitty realizes to herself that Storm is answering his call. She walks down the hall thinking to herself that she cannot act alone and knows the perfect companion.
She phases into Peter's room. Peter welcomes Kitty telling her that he needs to get his history thesis done before the Professor comes back from Muir Isle and begins to immediately discuss his fascination and the irony behind the differences in US and Russian historical depictions of each other. Kitty interrupts with a grope to his chest. Peter stops her claiming that whatever she is doing it is not funny. Kitty tells Peter to be silent as screams begin to be heard from outside his room.
Roughly three thousand miles away Storm closes in on Dracula's old manor on the cliffs of Cornwall, England. As she destroys the front door to the castle with her lightning bolts she wonders what Dracula must want from her, for surely it is for more than just her blood. She enters his home screaming out his name and poised ready for an answer.
Rachel van Helsing appears, welcoming her. When Ororo questions who Rachel is she replies that she is Dracula's consort and that Ororo must be famished from her long trip. Rachel then presents a dinner table feast that is prepared for Storm. Ororo is extremely tempted for she is quite weary but dares not show weakness as she sees Dracula approach.
As thoughts race through Storm's mind Dracula responds to every one of them as if his control over her extends to also reading her mind. Storm demands to know why he hasn't relinquished his hold on her. Dracula claims the circumstances were different then and he had no choice in the breaking of his word now. He claims that he is her new master and the only reason he had left her in the first place was with full knowledge that she would eventually rise from the grave a vampire after her death. As Storm angrily contests that claim she is suddenly gripped with pain from her neck as she falls to the floor with blood coming from it. Dracula informs Storm that she belongs to him body and soul.
He picks Storm up giving her to Rachel so he may go out and feed. Storm finds she is too weak to resist her captors. She is forced to eat the feast and to regain strength.
Dracula returns from feeding in his bat-humanoid form telling her that since he is eternal he can lose innumerable battles being content that the final victory will be his. But he needs Storm to complete a task for him and then she is free to leave. Storm agrees under the circumstances that no one is to be harmed and that the X-Men are not to be linked in this affair. Dracula agrees to the conditions and tells her of a book that exists that contains a mystic spell that can destroy vampires. She is to steal it.
An hour later in the town of Pendarrow, England, Storm is flown in by Dracula and Rachel wearing a form fitting black thief outfit. She questions why he is not able to steal this book himself to which Dracula replies that the castle is built atop one of the holiest spots in Britain and is a store house of eldritch energy that rivals Stonehenge. He also reveals that it was Rachel that chose the location but of course, she has paid the price. Storm is pushed forward and told to complete her mission.p> As Storm infiltrates that castle perimeter she floats across the halls in order to not set off the motion sensors. Storm falls to notice a shadowy figure behind her as a crossbow bolt enters her shoulder blade. She instinctively fires a lightening bolt at the assailant only to fall off a balcony and set off the alarm.
The assailant reveals herself as Kitty apologizing to Storm for her action but Storm works for Dracula now. Storm sends Kitty flying backwards with a gust of wind thinking that the child has gone mad for trying to actually kill her. Instantly Colossus bursts through a wall in his armored form threatening to kill Storm if she ever harms Kitty. Storm questions why Peter is doing this to which he responds "Kitty commands it". Storm quickly reacts by freezing the ground causing Colossus to slip. Before he can recover Storm freezes him in place hoping that will by her some time.
She glances upward to see that Colossus bought Kitty enough time to get the Montesi Formula as she calls it and immediately makes the claim that Dracula will be dead before dawn. She tells Storm to stay clear of her affairs with a sinister face. Storm is convinced that this is not the real Kitty.
Kitty phases through a wall as guards begin to fire upon Storm. Storm realizes her explanations will mean nothing to them and leaps through a window several stories in the air. She finds herself too weak and delirious to maintain any kind of flight and begins to fall.
Dracula swoops in and grabs Storm, telling her she cannot cheat him so easily and flies back her back to his manor with Rachel beside him as the police arrive on the scene.
Storm finds herself standing in the central bazaar of her childhood in Cairo, Egypt. Storms can not decipher whether this is a dream or merely an illusion. She looks at her clothes to discover she is wearing a scarf and clothing with Dracula's emblem on it. While she knows now that this is merely an illusion she wonders if this is Dracula's doing or her own.
Before she can ponder it any further she hears a familiar voice call out to her as her mother comes towards her. At the sight of her mother, Storm succumbs to the fantasy and acts like the six-year-old she was, apologizes to her mothers for wandering off. She is taken home to have her father greet them both.
As history seems to repeat itself, the air raid siren sounds as enemy planes near the city. Storm watches helplessly as she realizes that these are merely her memories and she can not affect the outcome with her mutant power. Like before, a plane is hit and crashes down towards her family. Her father tells Storm and her mother to take cover as he will keep them safe. Darkness and pain follow as the plane crashes right at them piling rubble on top of everyone. The pain forces Storm to awake from the nightmare.
The darkness and pain disappear as she is greeted by Dracula asking if she is alright, considering he had heard a scream. A quick analysis brings Storm to the realization that she was sleeping in a coffin. She recognizes that she is no longer wounded, only weaker and hungry. Her fears hit as she checks her teeth for fangs only to be relieved that she is still human. Dracula informs Storm that her injuries were tended to and her considerable loss of blood was put to excellent use. Storm leaps at the monster in anger only to be bated away like a fly.
Dracula angrily tells Storm that he could have let the wound kill her. She protests to what point it would matter, because in the end unless she destroys herself she'll become a vampire. Rachel enters claiming many fates are worse. Storm argues that she like Rachel would become a living denial of everything she holds dear.
Dracula becomes irritated further and tells Storm he must destroy Kitty for she has the book and he will need all the strength he can get. Strength obtained by draining her mutant blood and making her one of his vampires. Storm protests as Dracula is inches from her neck before a voice cries for him to stop.
An energy beam blasts Dracula back as the X-Men. Cyclops and Wolverine rush in to save Storm as Dracula grabs a spear from the wall and hurls it towards Cyclops' chest. Wolverine reacts first using his claws to deflect the spear. Instantly Nightcrawler teleports in catching the spear and teleports again right in front of Dracula and while catching him completely by surprise impales him with the weapon before disappearing to safety.
Rachel races into the room towards her master to aid him. Using her superhuman speed she pulls the spear out from Dracula's body and leaps towards Cyclops. He anticipates the attack, grabbing and then throwing her behind him. She reacts by transforming into mist form and forcing him to the ground assuming her physical form once more on top of him bearing her fangs. As Dracula begins to regain his strength Kitty and Colossus burst through a wall to face the undead master. Dracula flings his coffin at the two but it merely phases through Kitty and Colossus then smashes it to pieces.
Cyclops in the meantime struggles against Rachel who is now in wolf form. He takes the opportunity to blast her in the face with his optic blast before she becomes incorporeal again.
Outnumbered, Dracula escapes through his secret entrance to his catacombs in the midst of the confusion.
Kitty phases through the secret door instructing Colossus to follow and assist her. Wolverine stops Colossus questioning his actions. Colossus backhands Logan aside ripping the door away and walks through despite a giant metal slab falling on him. Cyclops destroys the booby trapped wall to see that Colossus is not there.
The remaining X-Men regroup and discuss matters. Cyclops explains that after Kitty and Colossus stole a Blackbird, the X-Men were able to trace them to England. Wolverine's enhanced senses handled the rest. Storm convinces Cyclops that despite the risk there is of Dracula controlling her, she will join her teammates to take him down.
Cyclops decides to avoid the booby traps and make his own way by destroying the floor to the sub basement. As they all float down thanks to Storm, Wolverine notices how close to the edge Storm is. He wants to help her but knows that this is something she needs to handle alone.
They quickly reach Dracula as he takes on Colossus. Dracula takes advantage of the distraction the X-Men's entrance made and throws Colossus at the group. Wolverine dodges the body and boldly charges forward telling Dracula he has been aching for a rematch. Wolverine takes the initiative and slashes Dracula's body. Dracula counters with a strong punch in the head stunning Wolverine long enough for Dracula to bite his neck. Instantly Wolverine is under his command as he commands Wolverine to kill his teammates. Wolverine goes into a berserker rage as he leaps for Cyclops.
Nearby Storm is ambushed by Rachel. She reacts by jabbing her in the face and grabbing the other spear from the wall. While Rachel is caught completely off guard by this offensive attack she rams the spear right into the wall mere inches from her face putting fear into the undead creature. Dracula's hold over Rachel seems to be weakening from his battle and Rachel's true self is re-instated for a moment as she begs Storm to kill her, which Storm refuses.
Back to the main battle, Wolverine is seen slashing up an unprepared Colossus. As Dracula savors the turn of events he fails to notice Kitty sneaking up behind him. She begins to cast the Montesi Formula from the mystical book and Dracula begins burn up. Before the spell can be completed, Nightcrawler intervenes smacking the book from Kitty's hand, as he knows that by casting the spell Kitty would doom her own soul.
Kitty angrily grabs Kurt's neck and begins to choke him. Storm intervenes releasing her grip telling whoever has a hold of Kitty to release that hold as well.
Dracula hears Storm's threat and comes to the realization of who is behind everthing and commands his daughter to show herself for her ability to harm him has been lost.
As Colossus and Wolverine regain control, an angry "Kitty" commands the X-Men to slay Dracula with no results. She slowly changes into Lilith, daughter of Dracula, and repeats her demand under threat of keeping Kitty's body as a host forever.
Dracula disciplines Lilith for her manners by slapping her to the ground, claiming she has already lost as always. Dracula triumphantly marches forward, announcing the end of the X-Men at his hands.
His declaration is answered with a spear bursting through his chest. He turns to see Rachel is the one who defies his presence. He commands her to help him but his control over Rachel seems to have failed him as Rachel reaches for two candle sticks holding them in the form of a cross and causes Dracula to fizzle into a bare skeleton. While her undead hands are burned to the bone, she instructs the X-Men that in order to prevent him from being resurrected his head needs to be severed.
As Wolverine gladly takes on the job debris starts to fall on his head as everyone notices that the castle is beginning to cave in! The X-Men leave Dracula's bones with seconds to escape the castle as it begins to fall off the cliff into the sea. They manage to escape rescuing Rachel in the process.
The X-Men stand alive and victorious over the rumble that once was Dracula's manor. Storm warns Rachel that it is almost dawn to which she replies that she is well aware of this. She asks Storm a final favor to end her life quickly by a stake to the heart rather than a slow agonizing death to the sun's morning rays. Storm sorrowfully takes the stake and agrees only to be interrupted by Wolverine; â€œNo,â€ he objects as he grips the stake in his hand with a long face, "killing's my profession."
He brings his face close to Rachel's as she says that she wishes to remain true to her heritage and that this is the only way. Wolverine goes to embrace her and as they touch the sound of a stake pierces Rachel's body. Wolverine holds her tight as her last view is of the morning sunrise, which she welcomes, as she incinerates to bone. Wolverine lays her lifeless body on the grass as Storm and he begin to mourn.
Kitty appears and laughs at the tender moment as she once again transforms into Lilith. She explains that she is a unique vampire that is not affected by light or any traditional defenses. She was created to be Dracula's eternal nemesis. Once she learned of the Montesi Formula that can be used to destroy vampires she was determined to get it, but she also was not able to obtain it by her own means, so she leaked the information to Dracula so that he and inevitable she could use the X-Men to obtain it. She thanks the X-Men for their help with an evil grin as her spirit begins to leave Kitty and assures Storm that Dracula's hold over her and Wolverine is over and she did not draw enough blood from Colossus for a hold to be permanent. Lilith then disappears as Kitty regains control with no memory of any of the events.
Later on Logan stares at the sunrise with his mask down contemplating the events with a cigar and a grim face. Storm hovers behind assuring him that Kitty remembers nothing since her tantrum the other day. Wolverine is satisfied that it is now over to which Storm responses, "Is it?"