A somewhat older, one-armed Colossus contemplates on his life while painting in his studio. “It’s easy to destroy, isn’t it? But what about creation?” he asks himself. He wonders why he, Piotr Nikolievich Rasputin, the Soviet Union’s finest warrior, stopped fighting; why he pounded his sword into a paintbrush. Indeed, he now spends his days painting but realizes the answer to the above question is: because he had too much blood in his hands.
There was a time, though, when his hands were not stained; instead they were clenched in anger in the face of a threat in his beloved homeland. After so many years, his mind travels back to that dark day. Piotr wonders: what if things had gone differently? What if he had never left his post as Colossus, proud member of the Soviet Super-Soldiers?
Dressed in a Soviet military uniform, Colossus watches a monitor that shows Phoenix wreaking havoc to Edinburgh. Piotr turns to his Soviet Super-Soldier teammate and girlfriend, Darkstar, and asks her if the woman on screen is the one who threatens the State. Colonel Yuri Brevlov walks in, warning “Comrade Rasputin” to resist being blinded by her beauty. Colossus realizes that even Brevlov, the head of the KGB, feels fear.
Brevlov informs Piotr that the woman on screen was once one of the most powerful beings of the planet, a being of unimaginable psionic ability. Now, she is indeed the most powerful being on the planet, only she’s currently a woman in body only: intelligence has reported that she has been possessed by an entity called Proteus, a mutant who can manipulate reality. Brevlov informs Colossus and Darkstar that they are watching a live feed from Edinburgh, Scotland. If they don’t act quickly, she may turn her attention elsewhere, namely the USSR.
When Darkstar asks what the name of the woman is, Colossus provides the answer: she is Jean Grey, codenamed “Phoenix” of the American-based mutant group known as the X-Men. The word “X-Men” triggers a long-buried memory and Colossus sheds a tear. Darkstar asks him if he’s okay, but Brevlov interrupts them by notifying them they must act quickly. They are to join the others in the briefing room. As Brevlov exits, Darkstar again asks her beloved why he is crying. Colossus assures her he can never cry as long as he has her in his arms and she laughs in response.
In Edinburgh, amidst a landscape of fire and chaos, Moira MacTaggert begs her son, Proteus, to stop this madness and let go of Phoenix’s body. Floating in mid-air, Proteus mockingly remarks that he doesn’t look like a “bloody boy” in this body. Proteus taunts his mother by asking her whether she’s ashamed her son turned out to be such a freak. He believes she should have spent less time with her experiments and more with her child! As he says this, he starts warping reality around his mother; and Moira’s body starts melting.
Suddenly, Wolverine jumps upwards and strikes Phoenix with his claws. He urges Jean to fight this creep as she’s stronger than him. Cyclops orders Logan to sheathe his claws. They’re trying to save Jean, not kill her. Wolverine assures him they’re all out there to save her. They all try their own way and Wolvie himself will do what he does best. At the same moment, Cyclops unleashes an optic blast on Phoenix/Proteus. S/he retaliates by warping reality around Cyclops, turning him into a literal, monocular Cyclops!
In the Shi’ar Empire, Lilandra addresses her beloved Charles Xavier, confessing that, even though she is the empress of such a huge empire, her time with him is worth more to her than any of it. Xavier, however, wishes it hadn’t taken the deaths of his students to give them this life.
Suddenly, Xavier screams. He urges Lilandra to quickly show him the way to the Transport Room. She tells him it’s on the Alpha Level but asks to know what the matter is. Xavier replies he is sorry but doesn’t have a second to lose and departs immediately. The telepathic distress call he just received means his X-Men are still alive… but that could change if he doesn’t act at once.
At the headquarters of Soviet Super-Soldiers, Brevlov is briefing the team on the Proteus crisis whilst showing them the previous hosts of Proteus on monitor. The deranged mutant once known as Mutant X escaped his holding cell in Muir Island. He craves two things: to remake reality as he sees fit and to find new forms to possess. His power is so great that he literally burns out the host bodies he inhabits. He’s jumped from person to person making his way towards Scotland. Intercepted by the X-Men, Proteus has now settled in the body of Phoenix; coupled with her power he’s set out to mold the world as he pleases. Their mission is to stop him.
Crimson Dynamo states he understands why himself is sent to defeat this threat but can’t understand why this simple man – pointing at Ursa Major – joins them on such an important mission. Ursa Major is exasperated to hear this and transforms into his bear-like form, intent on tearing Crimson Dynamo’s armor apart. Fortunately, others present intervene to stop them from fighting: Darkstar constrains Ursa Major and Vanguard does the same with Dynamo. Brevlov fires with his gun at the air and demands from his comrades to stop this childish bickering at once.
Darkstar instantly uses her connection to the Darkforce to open a gateway to the conflict in Edinburgh. As the team passes through the gateway, Colossus tells Brevlov to have faith on them. They won’t fail. Brevlov thinks that, even though they teach “God is the opiate of the masses,” he himself prays that if a God exists then this God should be with. He prays that God has mercy on his soul.
In the streets of Edinburgh, the X-Men are still fighting the Proteus-possessed Phoenix when, suddenly, Darkstar’s gateway opens in mid-air. The Soviet Super-Soldiers emerge with Crimson Dynamo releasing the first blast against Phoenix. Darkstar congratulates him. Dynamo urges them to end this quickly because he has a bottle of vodka waiting for him back at the headquarters! Darkstar constrains Phoenix by use of the Darkforce and Dynamo hits her with some blasts. However, Phoenix easily repels them with her powers. Vanguard approaches her from the left, ready to strike her with hammer and sickle. Suddenly, though, both Phoenix and Vanguard are frozen, immobilized in mid-air, courtesy of Charles Xavier.
Professor X has just short-circuited the brain waves of both Phoenix/Proteus and Vanguard and urges the members of the X-Men and Soviet Super-Soldiers on the ground to listen to him as he can’t hold the two combatants for long. Ursa Major threatens him that, if he doesn’t release their comrade, they will destroy Xavier along with Phoenix. Xavier explains to them Jean isn’t like the others; Proteus burned through his other hosts but Jean’s power is too great. Not only her consciousness still exists but it called out on him. If there’s a chance to save Jean, then he must take it.
Moira confesses to Charles that she has tried to cure her son, Brian, but has failed. The only way they can help Jean is by ending her pain: striking Proteus down. Darkstar intervenes, assuring Moira she can imagine the pain she feels for her son, being a woman herself. However, she asks her if there’s a way to stop him. Moira reveals that, besides his need for new bodies, he has one fundamental weakness: metal. The energy matrix that comprises his form can’t abide inorganic metal. Xavier is horrified to realize Moira is ready to let go of her son but she shouldn’t sentence Jean to death.
“Like you killed my sister?!” Colossus angrily asks Xavier. Wolverine intervenes, asking Piotr to back off, otherwise they will learn which of the two has the stronger steel. When Darkstar asks Piotr how Xavier can be responsible for Illyana’s death, Piotr reveals that he has never told anyone of this because his shame was too great. He sees Xavier has also kept it a secret from his pupils. Now is the time for truth, though. He starts narrating the story.
(Piotr’s narration – flashback inside the flashback)
Xavier had come to a farm in Siberia where Piotr lived with his family. Promising fame and glory, he attempts to lure Piotr away from his family. Piotr’s father asks Xavier why they should their son leave them when he can do so much good for the collective. Xavier replies that Piotr could do even greater good not just for his family but for the entire world. Even as they speak, forces conspire to fan the flames of hatred between humans and mutants. Mutants should stand united and promote peace.
Suddenly, a villager bursts in the Rasputins’ house, screaming something about Illyana in the fields. Piotr rushes there and finds a shocked farmer who tells him that Illyana was playing too close to the workers and, after a tractor lost control, no one could stop it in time before it was too late. Piotr frantically pushes the man aside and holds Illyana’s lifeless body in his arms, bursting into tears.
(back to real life)
Piotr screams that Illyana is dead because of Xavier’s lies; because of his promises for American glory! It was because of Xavier he hadn’t been out in the fields working. If he had, he would have been near his sister, near enough to save her.
Storm unleashes a lightning bolt at Colossus’ feet. Carrying a single-eyed, unconscious Cyclops, she warns Piotr if he doesn’t stop this bickering now they’ll lose yet another life. Cyclops is in shock and needs medical attention if he’s to survive. “Or do you only care about ghosts of the past?” she asks him.
Without warning, Xavier pulls Colossus’ mind in the psychic plane, the telepathic representation of thought only the most skilled minds can enter. Xavier’s astral form tells Piotr’s astral form that he didn’t kill his sister. Colossus blames him for Illyana’s death and, deep down, he also blames himself. Piotr is wrong, though: she died in a horrible accident and he couldn’t prevent it because he wasn’t there. As painful as it is for Piotr, no one’s to blame. However, they will both be at fault if they don’t save Jean. The only way to achieve this is if Piotr can trust Xavier. Piotr replies he is listening.
After they agree on their plan, Xavier returns them to the corporeal world. Floating above Xavier, Phoenix/Proteus realizes it was Xavier who immobilized him/her. Moira had told Proteus all about him and his telepathic brain. Xavier states that playtime is over. Brian’s mother was right: Xavier’s mind is, indeed, powerful and he did paralyze Brian. Xavier assures him he can do even more if he takes his body.
Proteus asks Xavier why he’s offering his body and abilities to him: what’s the catch? Xavier assures him there are no risks involved. He just cares for Jean’s life. He cares for her the way Brian wishes his mother cared for him. Charles was the one who recruited Jean into the X-Men and, thus, is responsible for her. Xavier makes Proteus an offer: release his hold on Jean and take his body instead.
Proteus accepts the offer and leaves Phoenix, occupying Xavier’s body. Proteus is exhilarated by the power in his new vessel; though suddenly he screams! Proteus realizes Xavier is trying to drive him out of his body and warns him if he is expelled he’ll kill Phoenix. With Proteus disoriented, Colossus seizes the opportunity and attacks him only for Xavier/Proteus to tear off Piotr’s left arm with his amazing strength. Proteus warns him to stay away, realizing Moira told Piotr about his weakness.
In pain and holding his arm, Colossus rises from the ground and asks Xavier if he can see and hear him now. He tells him that for years he used his art to escape the pain of his sister’s death, the pain of knowing he did not act when he had the chance. Today, though, he acts. Upon saying this, Piotr grabs his torn metallic arm and impales Xavier’s body with it, killing both Xavier and Proteus in the process, as the metal short-circuits the energy matrix that comprises Proteus.
(back to present time)
That was Colossus’ last mission. However, after all these years, the questions people have about that day still swirl in Piotr’s head. What was the deal struck between Piotr and Xavier? Did Xavier really offer his life in exchange for that of Phoenix? Or did Piotr take it to balance the scales?
Darkstar, now Piotr’s wife and also a retired member of Soviet Super-Soldiers, walks in the studio, bringing her husband some food. She tells him he shouldn’t keep pushing himself so hard. She reminds him they’re done saving the world and now is the time to relax. Piotr agrees with her; she kisses him on the cheek and adds there’s someone who desperately wants to see him. It’s none other than their little daughter, Illyana.
She rushes into the room and hugs her father. She notices he has paint in his hand and he asks her to help him clean it up. Piotr realizes that no longer a warrior, he has become what he always yearned to be: an artist. No longer a hero of the state, he is a hero only in his daughter’s eyes.