Storm overpowers N’astirh with lightning. N’astirh explodes, sending the combined teams of the X-Men and X-Factor fleeing.
Unseen by the heroes, S’ym hangs to the side of the Empire State Building, absorbing the lost energy with the Soulsword. He and Madelyne Pryor, holding her infant son, surprise the fleeing heroes and with a blast of energy from each, kill the heroes where they stand.
Wolverine attempts to save Jean Grey, but the Goblyn Queen’s power freezes them both. With a flick of her wrist, she murders Jean. Before she destroys Wolverine, however, S’ym intervenes, saying that Wolverine would be a powerful ally. Madelyne agrees, but warns S’ym of her wrath should she discover any treachery. S’ym retorts that he isn’t greedy like N’astirh. He can stand to share the universe.
Madelyne places her son on an altar and S’ym uses the Soulsword
to kill the child. His death opens up a gigantic portal over New York City
sending demons pouring forth. This time, the portal remains open and does not close as it had before.
Not far in the future, Wolverine commands several demonized horses who are pulling a cage with captive humans. Among these humans is Alicia Masters, wife of the Human Torch.
The caravan passes by two hidden heroes:
Daimon Hellstrom and Shaman.
The Watcher explains that this did not happen in the
reality we know.
(Watcher’s narration with flashback images)
He narrates how the demon N’astirh tricked Illyana Rasputin, codenamed Magik, into opening a portal over New York City, allowing the demons of Limbo to begin their invasion. Inanimate objects began coming to life, as Phoenix discovered when she was replaced by a mannequin.
Dr. Strange was not able to assist due to Dormammu’s theft of his body. Although Strange was able to free his own body eventually, it was too late to help.
The city’s other heroes did their parts, but were unable to stem the invasion as they did not truly understand what was happening. Earth’s salvation came when Illyana renounced her dark power, using the energy to close the portal, sweeping most of the demons, including S’ym, back into Limbo. Her Soulsword followed. N’astirh was able to remain behind, but was then killed by the mutants. The Goblyn Queen faced off against the mutants and she too died when she faced off against Jean Grey.
The Watcher explains that it was that moment where the two universes diverged. In this alternate world, the
Soulsword and S’ym returned to Limbo at the exact same time. Using the
Soulsword, S’ym regains his composure and returns to Earth, just in time to witness N’astirh’s destruction. It is at that point that he combines forces with Madelyne.
After a few weeks, the demon infestation has grown. Madelyne and S’ym have developed outward affections for each other. Wolverine shows up, having delivered the human “cattle”. His reward is given to him, as promised; an infant for him to devour. He does so hungrily. S’ym marvels at how in their new order, Wolverine “lives for the blood – and the suffering – of others.”
At the Federal Reserve Bank, the few remaining heroes huddle and plan. A circle of magic users (Shaman, Margali Szardos, Jennifer Kale, Dr. Druid, Hellstorm, Dakimh and Baron Mordo) are led by Dr. Strange in an effort to reverse the demonic infestation, but have had little luck.
In the next room sit the only other remaining heroes: Spider-Man, She-Hulk, Shadowcat, Thor, the Captain, and the Human Torch. She-Hulk complains about being bored, but when she approaches the mystics for an update, a loud booming sound interrupts Strange’s reply. Suddenly the wall caves in and a demonic horde led by Wolverine and a demonized Hulk surge forth.
The heroes spring into action, but cannot prevent the Hulk from killing Jennifer Kale and Wolverine killing Dr. Druid. Even as Spider-Man and the Captain leap into the fray, the Hulk ends the life of Shaman. Soon after, the Hulk breaks She-Hulk’s neck, and Wolverine impales the Captain. The Torch holds his own, as does Shadowcat, but Spider-Man finds himself too cramped to avoid being stabbed through the back by Wolverine.
Dr. Strange prepares a counterattack when S’ym arrives, brandishing the Soulsword. The remaining mages attack, but
the sword absorbs their power and sends it back, amplified. All the mages die, except for Mordo. Strange is saved only by Thor’s intervention, his hammer absorbing the energy. Strange uses the diversion to flee, opening a portal which allows himself, Mordo, Shadowcat, and the Torch to leave the battle. Then Thor’s hammer explodes from the energy, killing the thunder god.
The heroes arrive in their back-up base: the press room at the Daily
At the Fantastic Four building, S’ym checks in on the work of Dr. Doom and Mr. Fantastic. S’ym is concerned that the Living Tribunal will arrive and prevent the Limbo expansion by destroying the Earth. He threatens death to those working on a device if it is not finished in hours instead of days. The device will magnify the Limbo effect to include all dimensions. At that point, even the Living Tribunal will be powerless.
At the Bugle, Dr. Strange is preparing to leave in search of a power source he detected earlier. Although Mordo wants to accompany him, Strange refuses, saying that Mordo is needed behind to help protect those left. Strange departs, leaving Mordo behind, worrying about that source of power and wondering how to protect himself.
Strange arrives outside of a bridal shop elsewhere in Manhattan. A red-headed mannequin stands in the window. Strange senses that the mannequin is the source of power. The Eye of Agamotto reveals the truth of the mannequin and frees the captive Rachel Summers.
Before she can come to her senses, a horde of demons attack, but
the combined powers of Strange and Phoenix drive off the horde. Strange then teleports both of them back to the Bugle office.
When Strange and Phoenix arrive, they are greeted by the others. Shadowcat embraces her friend Rachel happily. Strange then explains
his plan. The Earth is unbalanced and the Living Tribunal is no doubt on
its way. The Tribunal will restore balance by destroying the Earth or even
the entire universe. He says that it is time to begin using Rachel to
summon the full Phoenix Force to purge the planet, restoring it to a
semblance of normalcy.
Although Shadowcat expresses misgivings about killing innocent people, Strange feels they have no choice. Rachel, on the other hand, is worried that she won’t be able to command the force when it
Before Strange addresses that concern, the wall crumbles and a demon force led by S’ym, Wolverine, and Madelyne arrive. The Human Torch launches himself forward at the demons, but a blast from behind cripples him.
Baron Mordo is revealed to be a traitor, having allied himself with who he believes to be the winners. The Torch, using the last of his strength,
ignites his flame once more, driving the demons back.
Strange envelopes himself and Phoenix in a shield to locate the Phoenix Force.
Meanwhile, Shadowcat hangs back, knowing that she cannot go toe to toe with all the heavy hitters.
Finally, Strange and Rachel locate the Phoenix Force and they begin directing it towards Earth. A blast from S’ym penetrates the
shield, but Strange is only mildly injured. However, it does gain Strange’s
attention and he watches as the demons kill an already weakened Torch.
Strange goes on the offensive, hoping to buy Rachel time. He faces off
against both Mordo and S’ym.
Meanwhile, Madelyne also senses the Phoenix Force’s approach, as she too has an affinity for it.
While Strange is distracted, Wolverine sneaks up on him. However, Shadowcat phases through several barriers until she bumps into Wolverine. Instinctively, Wolverine slashes against the mutant, disemboweling her. Shadowcat locks her former friend and mentor in a stare and dies.
Meanwhile, Mordo blasts S’ym, who was weakened by the battle with Strange. Mordo then attacks Strange as well, which lowers the shield protecting Rachel. Mordo picks up the Soulsword, intending to challenge the Tribunal.
Wolverine shows up behind Mordo and impales the treacherous magician, angry at Kitty’s death. Mordo, with his last ounce of strength, conjures up mystic flames which burn Wolverine’s flesh, leaving nothing but Adamantium bones.
Rachel’s shock at Wolverine’s and Kitty’s deaths distracts her
enough for Madelyne to incapacitate her, just as the Phoenix Force arrives.
Before Madelyne can take control of the force, though, S’ym, acting through Wolverine’s animated bones, kills Madelyne. The Phoenix Force,
unchallenged, sides with Rachel. She prepares to battle S’ym and the
Soulsword one on one, but Strange brings her to her senses. She sends the Phoenix Force forth, cleansing the planet and destroying any demonic influence.
The Phoenix Force then leaves the Earth and approaches the
Tribunal. They converse without words and the Tribunal lets the Phoenix
Force go, but they both know it can never again return to Earth and human form.
Earth has been reduced to a primal state. The cities no longer exist and
most of mankind is dead. In a cave, Rachel and Dr. Strange help to deliver a baby. The mother, one Alicia Masters, decides to name the baby after his father: Jonathan Storm.