(the Worthington Foundation)
The dream that Warren Worthington II had when he built the foundation has turned into a nightmare. His son walks through the grounds chatting on his phone when he is attacked by a creepy-looking mechanical insect. It leaps at him from a tree and forces him to the ground. It prepares to inject him with a large syringe, but fortunately for Warren, Anna Raven appears and grabs the creature. She doesn't know where it came from, but she's sure it won't bother him anymore. She smashes it against the tree, destroying it. Logan tells Warren to go to his room. They'll take over from there.
Warren doesn't need telling twice and he legs it back to the building. Hank looks at the creature and tells Anna that it would have been useful had it remained intact. Anna replies that it's not completely broken. Scott Summers spots another one nearby and Hank asks him not to let it go. Scott unleashes his optic blast and the creature is forced into Logan's direction. Logan wastes no time in slicing its legs apart with his claws. Hank picks up the remains and thanks Logan. "Does this look intact to you?" he asks. Logan reckons it does... if you put the pieces together. Hank reminds him that this isn't the time for games. Logan says it never was for him. They're at war, and he'll fight with everything he's got.
Hank works on the creature whilst Charles Xavier looks on. He asks Hank what he's got. Hank informs him that the bot's controller and memory card are the same as the ones implanted in Pierce and the others. And then, he adds, there's a small capsule which contains two gigaterabytes of nanites, programmed to attack the human body and autoproduce, transforming him into a bio-mechanical unit. He reckons that if they hadn't run into that student tonight, Magnus's army would have had one more Sentinel.
Jean tells the professor that they must do something. Charles knows, but at the same time he would like to avoid a direct confrontation with their enemies. That's exactly what they would expect. Logan butts in and asks who cares what Charles thinks. He asks Charles to look around. This is where his strategy has gotten them. They stayed in their rooms, waiting, and for what? "Well said, Logan" replies Scott, "But now, you can either go back to your room or shut up and listen, okay?" Logan says he doesn't usually hit guys with glasses, but he'll be glad to make an exception for him. Scott grins and tells him he could take them off, but he wouldn't like it. Hank asks Bobby to open the window. He can smell testosterone in there. Logan tells him not to bother. He's outta there. They can go on hiding. He knows what he has to do. He grabs a bot and turns to leave, but Charles orders the others to stop him.
Logan is out of there quickly and is soon standing underneath Magnus's window. He shouts his name and orders him to step outside. Mesmero informs Magnus that it's Logan. Magnus says, what with all the metal inside the boy, he shouldn't be so impulsive. He wonders if he'd still be yelling with two ribs in his lungs. Mesmero shouts for him to look out, and Magnus moves just in time to see the bot crashing through his window. "This is yours!" screams Logan. Jean and Warren appear behind Logan and ask if he wants to get himself killed. Magnus grabs hold of the bot in a magnetic field and takes a look at it. He is shocked. "It can't be..." he gasps.
Meanwhile, Ororo and Anna are in their room. Anna holds the letter she brought to the school in her hand. Anna says that if the letter scares her so much, why doesn't she destroy it? Anna asks why she should. As long as she doesn't open it, it might be good news. She doesn't know about Ororo but, whenever any of her wishes come true, it's never like she hoped. There's always something to spoil it. Ororo quips that she thought that was the story of her life, but that makes two of them. She explains that she lived with her stepfather for fourteen years in a trailer in a scrap yard. He was quite a guy. When she was bad he would lock her up in the trunk of one of his cars. 'The box' as he used to say. She ended up there quite often, because you couldn't live with such a monster without being bad. She lies back on the sofa and says this place was supposed to save them, and look how they've ended up. "This is not the end," replies Anna. "Maybe it's just another beginning."
Logan has returned to his room and he lies on the bed. Warren stands at the window, restless. In their room, Kurt and Bobby sit silently as Peter reads a book. Elsewhere, Hank busies himself with technical things as Charles Xavier looks on. Scott stands silently, not wishing to interfere. Jean, asleep on a chair beside him, wakes up and quickly stands. "Everyone, stay back," she warns. She heads for the door and does a quick mental scan. "Come out!" she warns. "I know you're out there."
Charles assures her that they're not there to fight. Their thoughts are clear. Sebastian and Emma appear, and Sebastian tentatively asks if they can enter. Charles asks what brings them at this time of night. Emma informs him that Magnus has a message for him. The robot is not of his making, she explains. There's somebody else on campus... somebody who knows about the Sentinel project and is using the very same technology. Hank wonders if maybe Magnus has an evil twin, even though it's difficult to imagine. Charles says that if the robots aren't Magnus's, how did he manage to implant the biomechanical devices in students? Emma replies that it was all her and Mesmero.
She tells Charles that the boys (including Donald Pierce) have been mentally conditioned to undergo surgery. Charles thinks that now, somebody is trying to develop a parallel project to create their own Sentinels. Emma agrees. There's a traitor on campus. No matter which way you approach it, there's somebody out there who isn't on their side and who is against them. Sebastian adds that it's a common threat. That's the reason Magnus proposes they work together... to confront it and stop it. "What he's offering is a truce," adds Emma.
Jean asks why Magnus didn't come and say all this himself! Emma tells her that he preferred it that way, and it suited them just fine because they have another proposal... direct from the Hellfire Club.
Emma Frost admits that she's no angel, but she sees the practical side of things. Magnus's project is a good one, but it has a problem. "You!" She points her finger at the X-Men and explains that Blob, Toad and Pyro are too stupid to see it, and both Mesmero and Mystique are too involved to admit it, but she and Sebastian are free spirits. If they work well together, when this is all over, they might decide to come over to their side. Charles asks Emma to tell Magnus that he'll have his answer tomorrow morning. Emma hopes it'll be the right one. After they leave, Jean folds her arms in a defensive manner. "Such a sweet girl," she remarks. "Yes," replies Scott, "She's a keeper." Jean give him a dirty look. "Just... just kidding," says Scott, pretending to be afraid of her.
Hank tells Charles that Emma is waiting for answer, but no answer could be the right one. Charles mentions that, if he's fearing a trap, he can relax. They were being sincere. Jean doesn't feel that they can work with Magnus, but Charles tells her that they'll make this decision together. This is a choice he cannot make on his own. They have to talk to the X-Men. Charles concentrates and uses his powerful mental abilities to create a mental conference call.
(the next morning)
Charles and his X-Men are outside and they meet Magnus, flanked by Mesmero and Mystique. They exchange pleasantries and Charles says that the masks are off and they should show themselves for what they are. Magnus hopes that what he sees isn't so terrible. He adds that somebody once said that there is nothing totally bad or totally good. Hank tells his friends that it's written in the Mahabharata. He read it in the Sanskrit. Bobby whispers that Magnus is messing with them, and Logan agrees. Magnus notes that somebody is missing. Charles replies that Peter and Kurt didn't come. He didn't insist and he cannot force them. Magnus thinks it's just a matter of discipline. When he calls his boys, they respond, and he can always count on them. His 'boys' flank him, looking slightly menacing.
Charles asks what his plan is. Magnus reckons that they must divide into two teams. If the devices are still on campus, it is their duty to locate and destroy them before they strike again. Logan asks if they're taking orders from Magnus now, but Charles informs him that Magnus knows the foundation better than anyone. They are working together, not obeying orders. Magnus turns to Mystique and tells her and Mesmero to check the lab area. Charles mentally contacts Jean who knows what to do.
Meanwhile, Peter and Kurt are on a secret mission. They sneak around the school, and Kurt notes that they are alone. Peter thinks they should be quick. The telepathic message from Jean said Mystique and the guy with the green face are on their way. Kurt asks him not to worry. They'll be gone soon. They make their way to the labs and Kurt thinks that a place like this is the perfect spot to hide mechanical spiders. Peter reminds Kurt that Charles said they shouldn't confront them. They must stay one step behind. Kurt knows. If things go wrong they'll be the cavalry.
Peter looks sad that Charles doesn't trust Magnus. As he thinks, a voice projects itself mentally inside their minds. "A wise precaution," it says. "But your enemies are not always those who you fight!" All around them the cables seem to take upon a life of their own. One of the cables wraps itself around Kurt's neck, and he looks petrified. Rightly so, as he is smashed against a wall.
Peter looks up and spots a mechanical spider hiding in the ventilation system. The creature drops down but Peter transforms into his steel form and pummels the spider into the ground. More prehensile cables worm their way towards him and one electrifies him causing Peter to scream. Kurt tries to recover. The voice says that he is too weak to disappear in one of his smoke puffs. Soon, he'll be too dead to try anything else. A large machine in the centre of the room sparks and crackles with electricity. It sets a horde of spiders towards Kurt, but unexpectedly, Mystique enters and warns Cyberno to leave her son alone. The machine replies that Cyberno is no more. "Now there is only Bolivar Trask! and it's time for you mutants to be extinguished!"
The students look around the grounds but everything seems quiet. Too quiet. Jean reckons it's deserted. Where is everybody? The answer comes in the form of Donnie Pierce. He walks up to Anna Raven and says hello. Anna asks what he's doing there on his own, but then she notices his appearance. He looks half man-half machine. "I was waiting for you." he says. "For one last kiss!" Anna screams as Donnie launches himself at her. More students that have been 'turned' leap from the windows and Ororo calls out to Anna to warn her that there are Sentinels approaching. Unfortunately, Anna already knows. She socks Donald in the mouth, and Jean informs Magnus that this is what always happens. The monster escapes the control of the madman who created him. Magnus sees the cyborg students and point towards them. "Oh, no… no!" he gasps.
Jean informs the others of the bad news. Her psychic power doesn't work on them. It's like their minds have a psi-shield. Bobby Drake's hands become like ice and he tells them that maybe he missed it, but what's the good news? He blasts a couple of cyborgs away as he awaits an answer. Ororo tells him that she never said there was any. Scott, developing some leadership skills, asks Jean and Warren to take the professor somewhere safe. Magnus states that the rebel Sentinels are a nuisance that he can take care of, but Charles says no. He cannot do anything to harm these children. They are not to blame. They're acting against their own will.
Pyro figures they can scare them away, and he unleashes a burst of flame at one of the students. His plan backfires as the girl evades his assault. She stands straight and smashes him in the mouth. Hank remarks that it won't be easy. The Sentinels feel neither fatigue nor pain... nor fear. He leaps over the girl as his friends concentrate on the other students. Logan asks Bobby if the girl who punched Pyro wasn't Reese Gorman. She hasn't been the same since he started going out with her. How does he do it?
Bobby, holding several students off with an ice-shield, asks if he's jealous. Anna is frightened. There are too many of them to cope with. Ororo asks her to stay beside her. It’ll be raining Sentinels before long. She opens her arms out wide and creates a vortex. She brings the winds towards her and then pushes them out, scattering the encroaching cyborgs. Anna is amazed and asks Ororo if she's ever done this before. Ororo admits that, to be honest, she's making it up as she goes along. It feels great!
Ororo raises herself on the breeze and tells Anna that they should get out of there. She extends her hand and asks Anna to take it. Anna takes Ororo's hand in her own gloved hand and they rise above the melee. Unfortunately, as they ascend, they see more students clinging to the side of the building. Before they can act, the students jump them and take them crashing to the ground. Elsewhere, things aren't looking good for the X-Men or Magnus's boys. Mesmero is caught by a spider and looks terrified. Blob and Toad are swamped by superior numbers, Mystique is throttled by Bolivar Trask's controlled cables and both Peter and Kurt are out cold. Trask boasts that mutants have taken all he had... his mind, is body, his life! He swears that the Worthington Foundation will be their grave. When the mutant infection is eradicated from the face of the Earth, only then will he be able to rest. Only then will Project Mastermold be complete!
A few minutes ago, behind the gates of the Worthington Foundation, the world split in two. On one side a group of mutants; on the other, those who were once friends, classmates, teacher and students. Between them is a machine, a soul in search of revenge.
Bolivar Trask controls everything, including metallic coils which are wrapped around Mystique's neck, body and legs. He tells Mystique that he had a son, too. Dying without being able to say goodbye was painful. A mechanical spider stand beside Kurt Wagner, ready to strike. Trask adds that it's now her turn to suffer. He will kill the monster that she gave birth to. She... she will live a little longer, enough for the torment to turn her insane. Only then will he let her join him. Fortunately, the noise has awoken Kurt and he manages to twist his body away from the jabbing needle held by the spider. He kicks it away but Trask orders many more to the scene. Kurt grabs the unconscious Peter and tells his mother, Mystique, that he will come back to get her. He promises. Kurt then teleports with Peter to just above the roof, and they fall onto the tiles. They slip down the slope and Peter only just manages to hold on to the guttering as he regains consciousness.
"Mother Russia! W-What's going on?" he cries. He looks down and sees a horde of cyborgs attacking his new friends. Donnie Pierce stands over Anna Raven. "Death to mutants! This is what Cyberno wants," he says. Peter isn't going to allow that to happen. He drops to the ground, transforming into his steel form as he lands with a b-thoom. He quickly grabs Anna who thanks him. She promises him a kiss if they get through this. Peter then notices Kurt who is still on the roof, unconscious, and the tiles on the edge are giving way. He calls for him and this alerts Charles Xavier to the problem.
Kurt next turns to Warren and says that this is the opportunity he's been waiting for. Warren pauses a moment before ripping his shirt off and taking to the air. He flies towards Kurt who falls, but Warren has acted just in time, and he catches Kurt in mid-air. Kurt wakes up and also notices the drama unfolding below. He asks Warren what's happening, and is informed that they are under attack. The Sentinels came out in the open.
Warren flies lower, allowing Kurt to kick some of the cyborgs to the floor. Kurt tells him that he must speak to the professor immediately. It's Cyberno that is the enemy. Bobby and Logan note Kurt's reappearance, but Logan reckons it's too late. The show's almost over. The Sentinels begin to depart, and Bobby cheers as he thinks that they've won. Magnus asks him not to be so foolish. The Sentinels have just retreated to the school where it will be much more difficult to defeat them. Kurt informs everyone that the Sentinels aren't the problem and that Cyberno is. It’s the machine that is controlling them. It attacked them in the lab but they managed to escape. However, they have his mother captive. Hank asks if he's missed something. "Who is his mother? Magnus informs him that she can be many people, but he's known her as Mrs. Higgins... or Mystique if he likes.
He then turns to Charles but gestures to the new arrivals. "Behold, Kurt and Peter," he remarks. "You told me they weren't around, Charles. You lied to me." Charles replies that he could say the same about him. He was the only one who knew the truth about the Sentinels. Magnus tells him that the only truth is that Cyberno and those creatures must be destroyed! He removes his jacket and gives the order to get to work. This conversation can wait until later. They must finish what they started. Cyberno and its machines are inside and they won't have another opportunity.
Energy forms around his hands as he faces the school, stating that a new school will be reborn from the ruins of this one. Kurt cries out No! His mother is inside. Magnus turns and slaps him hard across the face and orders him to shut up. Ororo and Peter quickly rush to his aid. Charles tells Magnus that he won't let him bury those people. They must confront their mistakes... not bury them. Magnus replies that their truce could be over right now. He is flanked by Toad, Blob and Pyro, but Charles has the entire team of X-Men at his side, and they are not happy. Magnus adds that as one brilliant specimen of Homo sapien once said, "The greatest honor history can bestow is that of peacemaker." Hank's never heard that quote and asks if it was by Confucius. "No," replies Magnus. "Richard Nixon."
Scott Summers comments that holding his optic blast in is becoming more difficult. Logan asks him to hold on. He has a feeling he'll be able to unleash them soon. Charles asks Warren to wait outside with Kurt. His wings won't be much use in the school corridors. Kurt says that he can't just watch, but Charles knows that he is very tired. Teleporting himself and Peter must have weakened him. If he wants to help others, he shouldn't ask too much of himself. He places a comforting hand on Kurt’s shoulder and assures him that his mother is fine. He can read her mind, and her thoughts are on him. Logan snikts his claws and reckons they should move. They shouldn't keep the lady waiting. Magnus tells him to pop his claws back in. This isn't a street fight. All he has to do is to step aside and open his eyes. He's about to show him the greatest powers in the universe! "Love?" asks Ororo. "Magnetism," replies Anna.
Magnus concentrates and aims his powers towards the school. He unleashes an EM pulse which short-circuits the Sentinels inside. Anna then uses Cain Marko's strength and smashes the door in. Inside, she discovers that everyone is unconscious. Magnus assures the X-Men that they aren't dead. The magnetic wave just stopped their systems. He simply switched them off. "And you only did this now" asks Logan. Magnus asks why he should spoil the fun. It was a good chance to practice teamwork and show that together, they can achieve great things.
Charles arrives and informs Magnus that his students have already made their decision. Magnus asks if it was Charles who decided it for them. His students are old enough to make their own decisions. Anna agrees with him. She tells Magnus that she doesn't like his dream and he can be sure her friends think the same. Magnus reckons that's a pity, because the world out there is just waiting for someone to conquer it. Economics, he adds, politics, the mass media... their talents can take them anywhere, and who knows, maybe in a few years they may have a mutant in the White House. Logan jokes that he thought they already did!
Hank McCoy replies that mutants always have superior skills. Magnus says that he pities them. They have the powers to rule but they think like servants. They really are hopeless... and so their paths divide here! He blasts Charles Xavier and so Logan attacks him. Magnus uses his magnetic power to stop Logan in his tracks. He warns him that playing with knives can be dangerous. Sooner or later, he's going to cut himself. He forces Logan's blades towards his face, and Logan is unable to stop them. Ororo closes her eyes as Logan cuts himself. Magnus then turns his powers on the others. He explains that he could destroy the iron in their cells and give them an anemic hemorrhage. He does exactly that, and the students begin to fall. He then says that he could try a neuromagnetism experiment, altering the magnetic fields in their brains... and their hearts. He does this too, and more X-Men collapse. Magnus stands over his fallen opponents and asks how they would prefer to die.
Suddenly, Magnus finds himself saying that they are hopeless and that their paths divide here. He is actually caught in a mental loop. Charles Xavier tells him that he wins, in his dreams. Jean informs Blob, Pyro and Toad that Professor Magnus will be busy for a while. The choice between fight or flight is theirs. They quickly take the hint and flee the school. Anna looks at Emma and Sebastian and tells them that it goes for them, too. Emma replies that they've already made their choice. Logan reckons Magnus's ideas to kill them were messed up, but Bobby jokes that he should show some respect for someone who can control spinach. Hank points out that spinach isn't rich in iron. There are only three milligrams in every hundred grams. Scott asks him to explain later. They have another priority. Charles asks Jean if she can join them in the lab. He will remain there with Magnus. He is strong and not easy to contain. Magnus is now seated, running through the battle scenario in his mind over and over.
Jean joins Anna, Peter and Logan and they head further into the school. Logan slices his way through a doorway by creating an X, and Jean asks if that was really necessary. Logan replies that it wasn't, but he wanted to do it anyway. Peter takes the lead and charges along a corridor. Jean comments that Mystique's trail is very strong but she is moving very fast. They enter another room, but discover that there is no one there. "But... where is Cyberno?" asks Peter. Logan says that whatever was there, it just left and took Mystique with it. What it did leave behind was Mesmero, and he's dead. Logan remarks that he didn't have such a good color even when he was alive. They continue their exploration into the darkness. Anna asks if anyone has a flashlight, but before anyone can respond, the lights flicker on. The quartet find themselves surrounded by more mechanical spiders. They form a tight defensive unit around Jean, smashing any spiders that come their way.
Upstairs, the rest of the team hears a rumbling sound coming from the basement. It becomes louder and louder until Scott warns everyone to get out of there. As they prepare to leave, a giant robot emerges through the floor. It's Bolivar Trask's brain, otherwise known as Cyberno, and it's now residing in a killing machine with long prehensile tentacles. One of them quickly cracks Bobby across the chin and another grabs hold of Hank McCoy in its 'fingers.' "Mutant monsters. Pathetic freaks," says Cyberno. "Your cheap trick won't work with me, because I know you better than anybody else."
Another arm pins down Emma Frost as it warns her that its mind is shielded against mental attack. It turns to Scott Summers who is preparing to blast, and shows him its captive: Mystique. She is strapped to the robots' undercarriage, but she is still able to talk. She tells Scott not to listen to Cyberno. He must strike. Cyberno warns Scott that he can try, but there is no way he can stop Project Mastermold! Its program is alive, His robots will keep creating Sentinels capable of building more robots... until the mutant species is eradicated!
Underneath it, Logan asks if it means the bots down there, because if so, it is badly mistaken. He slices one of the robot's legs clean through. Realizing the danger, Cyberno decides to take flight, warning them that this isn't the end. As it begins to flee, Anna manages to rip apart the shackles that hold Mystique, freeing her. "No!" screams Cyberno. "She is mine!" With nothing to stop him, Scott Summers now uses his powerful optic blasts and sends Peter and Ororo after the machine. Mystique, though, is in really bad shape. She lies on the ground, incredibly weak, and asks Anna not to say anything. She wishes her to make a sacrifice for her. She asks Anna to take her hand and absorb her memories. She did many bad things in her life, but at least she can tell Kurt who his mother was.
Meanwhile, Peter manages to catch up with Cyberno and he crashes through a wall, bringing it to the ground. Anna then appears, now looking like Mystique. She shouts to Professor Trask and informs him that she might have the face of Mystique and the strength of Cain Marko, but he can call her Anna. She smashes Cyberno, wrecking the robot and leaving it in pieces, quelling the danger.
Anna sits beside Kurt under a tree in the Foundation's grounds. She tells Kurt that his mother loved him and that's all he needs to know. He shouldn't judge her by her mistakes. If she made some, she did so for him. She lost him through fear, but found him again through love. Anna explains that she joined Magnus because of the promise of Cyberno. That machine would have helped Mystique find her son and that was all she wanted. The power and wealth and the reign of mutants had no meaning for her. Trask, however, joined Magnus out of ambition. He created a device able to track down the mutant population... one which needed a cerebral matrix to function.
"So she killed him," replies Kurt. Anna says no. It was on Magnus's orders. Kurt as why she is justifying his mother. Anna pauses a moment, and then says it's because maybe she has some of his mother inside of her now. Kurt stands and thanks Anna. He appreciates what she did. Anna asks him to come back. She has many things to tell him, but for now, Kurt wants to be alone.
After Magnus left the school, many things changed. Charles Xavier became its new director. Warren Worthington III, finally free from Mesmero's control, made the right choice, as did his son. The father accepted what his son had become. The cure developed by Hank McCoy stopped Cyberno's technovirus. Every memory of what happened was erased and the affected students and teachers have no memory of their lost humanity.
Hank's also been busy inventing a new pair of glasses for Scott. He hands them over and informs Scott that he won't need to destroy a fresh pair of glasses every time he uses his optic blasts. The button disables the visor which is made of ruby quartz. He reminds Scott to remember to press it before he releases the blast or his effort will be in vain.
Anna is sitting on a park bench with Ororo. She hands over the letter that the Robbins' gave her and asks Ororo to open it. Ororo asks if she's nuts. It's hers. Anna decides to open it herself. She tells Ororo that she never told her about this, but there was this boy in Caldecott County. His name was Cody and he ended up in a coma because of her. She never wanted to meet his parents. She only managed to write them a letter in which she told them about their son and how special he was to her. She's been afraid to read their answer. Now, though, she's changed. She's braver.
She pulls out the letter and reads it. Tears form in her eyes and work their way down her cheeks. "What does it say?" asks Ororo. Anna shows her. The letter reads 'Thank You! Robert & Sharon Robbins.' Anna leans back and smiles as Warren Worthington soars overhead, his angel wings silhouetted in the sunlight.