The X-Men were able to destroy the Sentinel fortress , but Icemen and Beast were injured during the battle. The army has arrived to clean up the fortress. While Cyclops escorts Beast and Iceman to the hospital, the Angel and Marvel Girl bring the Professor back to the school. Before leaving, Xavier telepathically advises the Beast to not take off his mask and Iceman to stay in his ice form so that their secret identities are protected.
Somewhat later, the professor has arrived at the hospital to hear about the status on Beast and Iceman. It appears that the injuries to the Iceman are more serious than he originally thought, and Iceman has passed out on the way to the hospital. The Beast on the other hand is recovering very well.
Meanwhile the Angel is on the phone with his parents and finds out that they plan to visit the school that same day. Professor Xavier arrives and talks to Angel's parents on the phone, saying that the students are on a field trip to explain why there is nobody at the school. But the Worthingtons decide to visit anyway since they are in the neighborhood. The professor has an uneasy feeling about the pavisit, so he sends the Angel to the school to do some scouting.
As Angel arrives at the school a dark figure is watching through an opening in the door. The unknown presence talks about how he plans to take down the X-Men one at a time. Angel finished his scouting of the school on the outside and decides to enter the school, when he sees the door open. As he enters the school a large battle-axe from one of the statues in the hall flies towards Angel, but he manages to dodge it. When he hears a voice coming from the corrider he quickly flies towards it, but he is too late to realize it was a trap. He flies into a mirror and is knocked out.
At the hospital, a doctor is trying to remove Cyclops' visor so he can examine his eyes. Scott fails to convince the doctor that he can't be helped. Eventually Xavier mentally talks to Scott that it's better to demonstrate to the doctor what his eyes can do. When the doctor is finally convinced Cyclops and Professor Xavier go outside to talk. The professor says that he lost mental contact with Angel. Because the professor wants Beast and Marvel Girl to stay in the hospital, to watch over Iceman, he and Scott move back to the school to see what happened to Angel.
As they reach the school there is no sign of Angel so they go inside when suddenly Cerobro sounds an alarm. They check Cerobro's room and the readings show that a dangerous mutant is nearby, when suddenly the professor is caught in a mental-wave disruptor device that appeared from behind him. This device blacks out Xavier's mind so he can't use his mental powers.
Scott runs towards the professor so he can remove the device from his head, but he then realizes that somehow an invisible shield appeared between him and the professor. He tries to destroy the shield with a force beam, but the beam backfires and Scott is hit. Suddenly the lights go out and someone is beating up Cyclops with several punches, knocking Scott out cold.
Back at the hospital, the Beast has recovered from his injuries and shows off to Jean when she spins him in mid-air to teach him a lesson. Jean is worried, Cyclops and the professor left without a word. After they checked on Bobby, who is still in critical condition, they leave towards the school to see whats going on.
Once there, they rush in, but someone waxed the floors and walls, making sure Beast has no way to use his agility since he can‘t grab on to anything. While slipping helplessly through the corridor a steel door opens and Beast slides past the doors, which then immediatly shut. Beast is trapped, leaving Marvel Girl alone. As she bangs on the steel door she hears a sound and turns around and then recognizes the unknown enemy. Jean tries to use her telekinesis, but the villain tells her she has been inhaling sleeping gas and eventually she falls down.
Meanwhile in the hospital, Dr. John Thomas, the doctor who has been taking care of the Iceman, has an altercation with two journalists who want to know the true identity of his patient, but the doctor says he has no time for them. The condition of Iceman is getting worse by the second so the doctor tries to use a new type of drug as a last resort.
At the school, the unknown enemy places the unconscious X-Men into a large metal ball which is attached to an air balloon. He somehow levitates the ball which is send straight up into the skies. He hopes that the X-Men will slowly suffocate when the balloon enters space.
A few moments later the Worthingtons finally arrive at the school and when they knock on the door, the door is opened by... Magneto !