Professor Xavier’s School for Gifted Youngsters fostered the young mutants who are the present members of X-Factor and the X-Men. Now, most members of both teams have fallen and the school has been destroyed. Mr Sinister, leader of the Marauders, stands triumphant amidst the rubble, clutching his prize - Jean “Marvel Girl” Grey. The members of the X-Men and X-Factor lie scattered at his feet, and between Sinister and his goal stands a trembling figure, the X-Men’s Longshot. Sinister tells his Marauder Lorna “Polaris” Dane, possessed by Malice, to ignore Longshot, as he is hardly worth her effort. ‘Kill the others… as I have commanded’ Sinister orders.
‘No!’ shouts the enigmatic Longshot as he crouches on some of the rubble. Sinister tells Longshot to admit it - that Polaris need not destroy him, for he has already destroyed himself. ‘You crouch there, trying to prove how brave you are…but that is not a pure motive. Your power, your luck, won’t save you…or them’ Sinister declares as he casts a blast of energy at the rubble Longshot squats on, destroying the rubble and causing him to fall to the ground. ‘How…do you know?’ Longshot asks, confused. “Know thy enemy” Sinister quotes, informing Longshot that he has made a study of them all, and adds that he fared that were all dead, and that he would be denied the pleasure of killing Longshot himself.
Lying on the ground, Longshot tells himself that Sinister is right, recalling how he let himself be mesmerized by a demon, and under his influence, did evil. ‘My motives are fear…and rage. I’ve lost my luck…and because of that, my friends will die’. Longshot knows that Sinister will destroy them, like he did to Madelyne and all of his other victims. ‘He’ll win again, but only if I let him…’ Longshot decides. He reaches for his belt-pouch and throws it at Polaris, where it wraps around her legs and causes her to fall over. ‘I can save them! I must!’ Longshot tells himself. Suddenly, Henry McCoy a.k.a. the Beast of X-Factor appears behind Sinister and he calls out to Longshot, telling him to back off. ‘He’s more than a match for you! But our ploy worked!’ Henry exclaims. ‘You distracted them long enough for me to position myself…to land a lucky shot!’ he declares as he slams into Sinister.
But Sinister spins around and knocks the Beast back with a surge of energy. ‘I had noticed your absence. I wondered when you might arrive’ ‘Good shot, boss!’ Polaris calls out, before announcing that now it is her turn. She approaches the motionless Scott “Cyclops” Summers, leader of X-Factor, lying in the rubble, and Malice boasts as that as Cyclops is buried in iron girders, her power over magnetism will make it child’s play to crush - ‘Don’t count on it, lady!’ Scott declares, interrupting Polaris as he releases an optic blast and knocks his former teammate backwards. ‘Drop her, Sinister!’ Cyclops orders as he gets to his feet. ‘Make me!’ Sinister taunts, still holding Marvel Girl. Suddenly, Cyclops cannot fire his optic blast. ‘Why?’ he utters, but Sinister just smiles, and tells Cyclops that he is a sissy. ‘You always were a sissy’ he declares.
Cyclops runs towards Sinister, ‘I’m not! I’ll make you drop her!’ he warns Sinister. ‘Try!’ the villain replies as he knocks Cyclops back with another blast of energy. Cyclops tells himself that Sinister’s words and his own reactions are not normal, as if they were acting like a couple of kids. ‘Where does it come from? It all seems so…familiar! Reminds of me…of what?’ Scott wonders. Nearby, two of the X-Men - the super-tough Rogue and Betsy “Psylocke” Braddock have woken. ‘What’s going on?’ Rogue asks. Betsy begins to reply that they were all felled in the blast, before stopping herself as she sees Cyclops is in mortal danger.
Betsy’s telepathic butterfly signature surrounds her as she attempts to grab Sinister’s mind and stop him. Despite Betsy’s intrusion, Sinister does not let go of Jean. ‘Well, well, Psylocke rears her telepathic head!’ Sinister exclaims, and tells Psylocke that she is as strong in person as when they met on the Astral Plane. ‘Unfortunately for you…that is not strong enough!’ Sinister booms as he sends energy back at Betsy, knocking her over. However, Rogue flies towards him, ‘Hey, toots! Don’t you recognize a delaying tactic when you see one?’ she asks him as she touches him on the arm. ‘Your touch!’ Sinister gasps, before falling to the ground. Rogue tells him that her touch will drain him, and it does so.
‘I absorb you!’ Rogue declares, ‘I become you! Your mind -! Your…’ she utters, while Cyclops rushes towards her, telling her to hang on while he gets Jean out of the way. ‘You absorb me, child? Never. I am strongest…by far the dominant personality…and I have become you!’ Sinister boasts, and taking over Rogue’s body, he smacks Cyclops to the ground, while remarking that Rogue’s body is interesting, powerful. Sinister-Rogue stands over Cyclops, and shouts ‘On your knees to me, your master! Foolish child, will you never learn?’ This causes Cyclops to remember something, and he shouts ‘You! Sweet Heaven - I remember! I know!’
Scott remembers being young, in a hospital, he thinks, and he heard a voice calling, so he opened his eyes and blew the roof off the hospital with his optic power. He recalls a shadowy figure standing over him - Sinister - who said ‘How wonderful, child. How…deadly. But we can’t allow that to happen again…can we’. Cyclops recalls being strapped to various mechanical equipment, and needles, before waking a year later, and being told he was in a coma.
‘But it wasn’t a coma, was it? It was you!’ Cyclops declares. As Sinister returns to his own body, he gets to his feet and declares ‘Finally you realize the truth’ as he knocks Rogue backwards with ease. Sinister remarks that Cyclops’ conditioning was even more effective than he had expected. ‘But…how?’ Scott asks. ‘Think, Scott. Surely now you can remember’ Sinister smiles. Cyclops replies that he remembers his parents’ plane exploding in flame, and they pushed he and Alex out the door, with a single parachute between them - but it didn’t open and he felt his head explode. Sinister reveals to Cyclops that he used his optic blast instinctively, for the first time, to lessen the impact of his fall. Sinister explains that a burst of mutant power registered on his sensors, and he knew where Scott was - and what he was.
‘Your little brother, Alex, was a bonus’ Sinister adds, while at that moment, the scantily-clad Alex “Havok” Summers crawls towards the motionless Polaris. He calls out to her, and she stirs - but the Malice persona is still in control, and she tells Alex that he is a hopeless fool, and that he needs to accept, as she must, that through Sinister’s machinations, she is bonded to this body, and Malice and Polaris are now one. Sinister explains that he had Scott and Alex transferred to his orphanage, and arranged for Alex to be adopted away from Scott, although Sinister still kept a close track of him. ‘I meant to keep you for myself. But Xavier stole you to be one of his X-Men. And so I made a trap’ Sinister reveals.
Sinister explains that he grew Madelyne in the image of Scott’s lost love, Jean Grey, and used Madelyne to drive him away from the X-Men, and to acquire a child with his genetic potential. Sinister looks down at the still-motionless Jean Grey and he reveals to Cyclops that he was moving in on him in Alaska when the real Jean reappeared and lured him to Alaska. Sinister announces that he chose to cut his losses, to destroy Madelyne before her uncanny likeness to Jean, down to her very genetic structure, could reveal his existence. ‘After all, I had her child…who will be more powerful than either parent, and now I have Jean!’ Sinister boasts.
‘Keep away from her!’ Cyclops shouts as he walks towards Sinister, who tells him not to interrupt when his betters are speaking. ‘Remember…I give the orders, here!’ Sinister declares as he releases energy which forms as bonds, tying Cyclops’ hands behind his back. Cyclops points out that Madelyne was stronger than Sinister in the end, as she thwarted him. ‘Even as she was dying, she pointed the way to you!’ Scott declares. Sinister replies that in sending them to him, Madelyne assured herself of Cyclops’s destruction. ‘No way, Sinister!’ Alex calls out as he gets to his feet. ‘My life, my brother’s, two women that I loved have been destroyed by your evil!’ Alex declares as he releases a powerful surge of plasma energy. ‘Reap now, the destruction that you’ve sown!’ Alex shouts.
However, Havok’s energy just washes over Sinister, who replies ‘Young Alex! Or should I now call you Havok! I sent you away…but as you see I could have had you back under my power at any time. But I didn’t want you’ Sinister declares that Alex’s lady love, Polaris, was of more interest to him, so he took her instead. Sinister orders Malice to contain Havok, so she surrounds him in metal scraps, while exclaiming ‘Wonderful, isn’t it, darling…how much more deadly the females invariably prove than the males?’ ‘Wrong move, Sinister. Since inferno I’m more deadly’ Havok boasts. Lorna strokes his face while Alex warns Sinister that in the end, he will get him for what he has done to all of them.
‘Will you?’ Sinister asks, casually, as he picks up Jean and orders Malice to kill Havok. ‘You heard the man, lover’ Polaris tells Havok, while telling him not to struggle, as he is locked in her metal embrace. ‘You look so handsome there… it makes me want to squeeze you to death! But slowly, lover. I want to savor every second!’ Polaris taunts, while Alex cries out in agony as the metal wraps tighter around him. Suddenly, ‘That scream! What - HAVOK!’ Colossus a.k.a. Piotr Rasputin declares as Havok’s cries wake him. ‘Stop! Leave him alone!’ Colossus calls out to Malice. ‘Colossus! The Iron Knight!’ Malice exclaims as she uses her power to lift Colossus into the air. ‘Stop it…you witch!’ Piotr calls out. ‘Smile when you call me that, big guy!’ Malice tells Colossus, using Lorna’s power to force Colossus to smile.
‘You see, my dear Scott? Your puny mutants can do nothing against me and mine. You are putty in our hands’ Sinister tells the still bound Cyclops, before ordering Malice to stop toying with them and to kill them. ‘NO!’ Cyclops shouts. ‘I give the orders here’ Sinister reminds him, as the energy binding Scott tightens, and Scott announces that his head aches, while remembering that his head ached like this in the orphanage. ‘They said it was from brain damage…caused by my fall…but you caused it! Why can’t I remember!?’ Scott asks.
Show with flashback images:
Sinister tells Scott that there was damage, and reveals that he put blocks on his power until he could learn to control it, and until he learned who his master was. Sinister adds that it was a technically difficult job, since Scott’s conscious mind could never be aware of his existence. ‘I had to bury the truth so deeply, screen my existence so heavily, that even a master telepath would not suspect me’ Sinister remarks, while Cyclops remembers being trapped in various equipments. Sinister points out that in the end, Scott never did learn, either to accept him, or to control his power. ‘Finally, I was forced to resort to physical controls. Ruby quartz glasses which would hold back your optic blast’ Sinister explains.
Sinister declares that Cyclops was his first failure, and boasts that he could have destroyed him, but that it seemed wasteful, at the time. ‘I didn’t know then what I know now. It doesn’t matter, any longer. There is the child. Your son…and time is on my side’ Sinister declares.
Nearby, Logan a.k.a. Wolverine stirs amongst the rubble. ‘Who is that dude?’ he wonders while watching Sinister, before quietly calling out to his teammate Storm a.k.a. Ororo Munroe, urging her to wake up. Storm does, and asks Wolverine what happened. Logan tells Storm that Sinister set off a blast and knocked them out. ‘Drove a pylon through my gut’ Logan adds, revealing that he pulled it out, and has been listening a while, waiting for his healing factor to kick in. ‘We’re in big trouble’ Logan adds, and Storm remarks that they need a plan, as she crawls over to Betsy, urging her to wake up. ‘What?’ Betsy thinks, while Storm tells her to locate X-Factor and the X-Men and to link them all telepathically. ‘We need to share impressions…’ Storm explains.
‘Done’ Betsy replies, adding that she cannot get through to Cyclops and Jean. She adds that she cannot probe too hard and has to be careful. ‘Sinister knows us. He’s studied us! And he’s immensely powerful. He seems to be impervious to our powers…and about to counter any attack’ Betsy tells everyone telepathically. Storm, Colossus, Rogue, Longshot, Warren “Angel” Worthington, the Beast, Bobby “Iceman” Drake, Wolverine, Alison “Dazzler” Blaire and Havok are all linked, as Storm announces that Jean’s safety must be their first concern, and points out that she is still unconscious and Sinister’s captive, so they must free her.
Colossus points out that Cyclops is under some form of mind control, and Rogue agrees, announcing that Cyclops cannot use his optic blast against Sinister. ‘So we’ll have to fight Sinister without either of them’ Rogue declares. Longshot points out that they will have to stop Polaris, as well, to which Angel suggests they distract Sinister, then free Havok, Scott and Jean, then use their powers in concert to destroy Sinister. But the Beast reminds everyone that Sinister is impervious to them, and her doesn’t care if they attack him. ‘And yet he went to a lot of trouble to make sure Scott couldn’t! Why? Why Scott?’ Iceman asks. Wolverine suggests that perhaps Sinister is afraid of Cyclops’ power, that he must be vulnerable to his optic beam. ‘But Scott can’t use his power’ Dazzler remarks.
‘That’s what Sinister thinks’ Havok tells everyone, asking them to save Jean and get him out of here, to do what they can to put a dent in Sinister, and he will handle his brother. Suddenly, there is a commotion as Angel rises from the rubble. ‘The death-angel!’ Sinister gasps as he looks up. ‘Death to you, Sinister’ Angel replies, remarking that Cyclops was the most moral and upright of men, that even as he saw it happen, he wondered, how could he - of all men, how could he leave his wife. ‘Now I know’ Angel declares as he swoops down towards Sinister. ‘You were manipulating Scott…as Apocalypse manipulated me!’ Warren exclaims, releasing several razor-sharp wing-knives towards Sinister.
Angel declares that Apocalypse’s tenet is that the strong survive. ‘I’ll make sure that you aren’t one of them’ Warren tells Sinister, dodging the villain’s energy blast. ‘For all your speed…and the power of your neuron disruptors…you will not prevail against me!’ Sinister calls out, while another blast strikes Angel, who manages to fire several more wing-knives, telling Sinister that he was not his target - and Polaris is struck with at least one of the knives. ‘MALICE!’ Sinister calls out. Wolverine, Rogue and Colossus rush towards Sinister, with Colossus telling him that he need not give Malice another thought, as they all jump onto Sinister, knocking him over and causing him to release Jean. ‘Better do your worrying about yourself’ Rogue tells him. They begin physically punching and attacking him. ‘An excellent effort!’ Sinister tells them, boasting that they are doomed to failure as he engulfs Rogue in a surge of energy. Suddenly, Marvel Girl is swept away on a powerful surge of wind. ‘There goes your “prize”, Sinister. Way ta go, Storm!’ Wolverine calls out.
‘JEAN!’ Storm shouts as she catches her dear friend in her arms. ‘Jean, wake up! Speak to me!’ Storm urges her. ‘Sinister! Monster! What have you done to her?’ Storm demands as she creates a powerful electrical storm, lighting crackles around her, and a deluge of rain falls to the ground. ‘You touched Scott! The Morlocks! Madelyne! And now Jean! All are changed! All destroyed! Why? To what purpose?’ Storm demands to know. Suddenly, Jean stirs, and calls out to Storm.
Down below, Sinister is buffeted by hurricane force winds, and boasts that even the forces of nature cannot prevail against his power. Bobby moves towards Sinister and remarks that Storm may be overreacting a bit, but he will say this for her, she has put more than enough moisture in the air for him to do his thing. ‘Sinister - on ice!’ Bobby calls out as he traps Sinister in a massive iceberg, created from the rain that Storm forced down. ‘That oughta hold him…long enough for me ta -’ Logan declares as he begins slashing away at the metal Havok is trapped in. But Logan stops himself as he detects the scent of someone familiar. ‘Sabretooth!’ Logan exclaims, turning to his foe.
Sabretooth explains that he was buried in the blast, but that Storm’s winds blew off the debris and freed him. Wolverine remarks that he thought Psylocke took care of him, to which Sabretooth boasts that he got better. ‘Not for long’ Logan snarls, while telling Dazzler to free Havok. Alison begins to work on freeing Alex. ‘Hurry, Ha! Easy for Wolvie to say. Burning through this mess is a delicate operation’ Alison mutters as she uses a fine beam of solid light to cut through the debris. ‘Believe me, Havok…you wouldn’t want me to -’ Dazzler begins, before the Beast suddenly rips through the metal. ‘Perhaps I may be of assistance!’ he smiles. Suddenly, there is a cry of agony, ‘What?’ Dazzler wonders as she spins around, to see Wolverine’s claws retracting out of Sabretooth, who falls to the ground. ‘At least he won’t be bothering us anymore’ Alex points out. ‘Showed him my fast draw special’ Wolverine announces, adding that he is not sure, before asking Havok to go and deal with his brother.
‘Well, well, well,…look at poor Scott, all helpless. What’s the matter, brother of mine?’ Alex mocks as he stands over the still imprisoned Cyclops. ‘Don’t you have any more girls to play with? Did you run out of redheads?’ Alex asks. ‘Or did they just run out on you?’ he adds. Cyclops tells his brother to stop it and asks him what the is the matter. ‘With me? I’m not the problem! Sinister’s the problem! Look what he did to Madelyne…wants to do to us all!’ Havok tells his brother. ‘You could’ve stopped him, bro. You could’ve stopped a lot of things!’ Alex exclaims as he releases his plasma energy against his brother. ‘But you didn’t. ‘Cause you’re Sinister’s little pet! His puppet! His chicken!’ Alex exclaims.
Cyclops tells Alex to cut it out, remarking that the plasma stings, but that it will not put a dent in him, only make him stronger. ‘You wanna do some good, turn that blast on Sinister!’ Cyclops tells him. ‘Good old Scott! Always wanting someone else… to do your dirty work!’ Alex shouts as he increases the intensity of his plasma attack. But at that moment, ‘Fools! Ice will not hold me!’ Sinister booms as he breaks through the iceberg. Storm alerts everyone to Sinister’s escape, and orders her team to attack him. ‘We can wait no longer!’ she declares as she, Jean, Iceman and Dazzler unleash their power at Sinister. ‘Yo, Longshot! What’re you waiting for? Give it your best shot!’ Dazzler tells Longshot.
Crouched on some rubble, Longshot thinks to himself ‘Best shot, yeah. A blade…and a bit of luck. Not much compared with lightning and lasers and ice. So what am I afraid of? What harm can I do?’ he wonders. He throws the blade, recalling how demons twisted him inside, and he can still feel it. ‘Scares me, but - no. luck shines like a star! Good luck! Now!’ Longshot declares. But the blade is stopped by a force field, as Sinister remarks that he had almost forgotten about Longshot. ‘No! Leave him alone’ Jean shouts, but before she can act, Sinister’s energy aimed for Longshot strikes Jean. ‘My luck turned sour. I betrayed them…when they needed me most!’ Longshot declares.
Jean falls into Sinister’s arms, and the villain exclaims ‘Excellent, Longshot! Excellent!’, while Alex alerts Scott to the fact that Sinister has Jean. ‘You know what he’ll do to her! What will it take to make you stop him?’ Alex asks, while Sinister kisses Jean on her lips. ‘NO!’ Cyclops shouts, and his visor charges with optic power. Suddenly, the Beast bounds down from a tree above Sinister and grabs Jean. ‘Looks like in about a second…this is the last place you’ll want to be!’ the Beast points out. An instant later, the optic blast surges from Cyclops’s eyes and decimates Sinister, tearing him apart until nothing but bones remains.
Cyclops holds Jean in his arms and Jean asks him what happened. ‘The twelve of us, twelve of Sinister’s peers, found him guilty, Jean’ the Beast explains, while Havok announces that Sinister is gone forever. Jean looks at Havok asks she asks after Polaris. Alex replies that she has disappeared and announces that the X-Men are leaving now, that they are going back where they came from, as there is nothing here for any of them. Scott turns to his brother and tells him that it was a good plan. ‘Well executed. Your rage fueled mine. You forced me beyond Sinister’s conditioning. You freed me’ Cyclops remarks, adding that Havok always was able to get under his skin, even when they were little.
Havok suggests that it was seeing Jean in Sinister’s arms like that that made Scott free himself, and the brothers embrace, with Alex telling Scott to take care of himself. ‘You, too, little brother’ Scott replies, before turning to Storm and asking ‘And Xavier’s dream, Storm? What of that?’, to which Storm points out that dreams don’t die, and announces that the X-Men and X-Factor have different roles to play in making that dream come true. Storm, Wolverine, Psylocke, Colossus, Rogue, Dazzler, Longshot and Havok gather together as a ball of energy surrounds them, while Dazzler tells Longshot that it looked like bad luck, but that if he had not suckered Sinister, he wouldn’t have hit Jean, and Scott wouldn’t have… - but she doesn’t finish her sentence as the X-Men and X-Factor wave farewell, before the X-Men vanish.
‘They’re gone!’ Iceman calls out, while Cyclops remarks that ever since he came to Xavier’s, he felt there was something wrong with him, something twisted beyond his control. He declares that it drove him to combat, to be the perfect leader, the perfect hero, and then came Madelyne and he failed in every way. ‘I know. It almost drove you mad’ Jean points out. Scott adds that eventually he blamed Xavier, as he thought his early training somehow warped him. ‘And now you know the truth’ Warren tells his friend. Jean reminds Scott that he was a child when Sinister took him, damaged him.
‘You could have given in. Let him destroy you. But you fought…so hard…to become what you are. The courage it must have taken…’ Jean’s voice trails off. Cyclops supposes that he is just too dumb to know when he is defeated, to which Angel exclaims ‘That’s the Cyke we know and love’. He adds that they saved little Christopher, and all the others Sinister would have destroyed. ‘It’s a whole new world out there, X-Factor! Let’s make the most of it…’.