Shakti is still unconscious after Xi’an knocked her down earlier. The time bomb next to her continues to go down, and is almost finished. Shakti wakes up and wonders what Xi’an came back for. She notices the time bomb and tries to alert Tim and Luna. They all run out of the base and witness it explode. Tim asks what happened. Shakti now realizes that that the founder of the X-Men didn’t just left them, but instead turned against them.
Desdemona has turned her brother into a grotesque man-like creature. Lytton can’t handle it and wants to kill his sister for it. Desdemona informs Lytton that she also installed a neural spike in his head, so that she will be able to control his every move. Desdemona shows Lytton a neuro-tech transmitter, which will allow her to do that. Lytton asks Desdemona why she did this to him. Desdemona answers that she wants to take revenge on Halloween Jack.
Meanwhile, upstairs at the casino, Halloween Jack himself mocks at the United States soldiers he has captured, and tortures them by hanging them on a thin cord outside the casino window. Meanstreak tries to stop Jack, but he doesn’t want to listen. Jack shows Meanstreak his virtual unreality device, which, once activated, will redefine Vegas in the most phenomenal way. Meanstreak isn’t convinced that it will work and tells Jack to remember what happened to his project at Alchemax. Jack admits that he made some mistake, but claims that was simply because he was Jordan Boone back then. Jack is now confident that he has succeeded in which nobody could have done since Reed Richards: he opened a portal to another dimension.
Meanstreak still isn’t convinced and fears that if Jack fails, there will be nothing left of Vegas but a huge crater. Their conversation get stopped by a scared Suzanne Bruneau, the floor manager. She informs Jack that their security systems have went down. Below, Desdemona makes Lytton destroy the entire casino and scare all the guests away. Lytton tells Desdemona to go out of his head, but she doesn’t want to until they have killed Jack. Meanstreak and Jack show up and are ready to fight Lytton. Meanstreak recognizes something about him, but can’t figure out who Lytton is.
Lytton tells Jack that he shouldn’t have stolen his casino, and with that said, Meanstreak realizes who he is. Lytton also recognizes Meanstreak and remembers how much he hates mutants. He knocks Meanstreak down, but Desdemona commands him to finish Meanstreak off later and point his attention to Jack first. Lytton holds Jack in his might, but finds resistance in the casino security guards. The guards don’t find a safe spot to hit Lytton without harming Jack, so they hold their fire. Jack tries to use his poisonous fingers to stop Lytton, but fails to. Meanstreak goes to the security room and through security cams, Meanstreak finds out about the neural implants and concludes that Desdemona must be behind this.
Meanstreak quickly searches the entire casino for Desdemona and finds her in her room. He crushes the device, which allows Desdemona to control Lytton. Lytton feels dizzy and drops Jack. The guards take their chance and fire on Lytton. Meanstreak goes back to Jack and has Desdemona with him and informs Jack what happened. Desdemona angry tells Jack to giver her casino back. Jack tells Desdemona that it’s her own fault, because if it wouldn’t be for them, there would be no Halloween Jack. Jack tells Desdemona that he’ll drop Desdemona in the desert, together with her brother. Desdemona refuses, because she knows that Lytton will kill her. Jack isn’t interested and walks away.
(The Alameda Bay Correctional Facility and Detention Center)
A “Panther Lieutanant” walks into the facility and tells the guard that she here to interrogate Billy the Kid. The guards checks her I.D. card and finds out that it belongs to a soldier who died three years ago. Krystalin quickly moves and knocks the guard down and uses his computer to gain access to the cell where Billy is held. Krys opens Billy’s cell and tells him to move, but Billy thinks that Krys is a Panther and only tries to fool him and shoot him in the back the second he is out.
Krys informs Billy that they’ve got her brother and that she’ll only get him back from the Radicals once Billy is free. Billy refuses to go unless he has his magic back. Krys and Billy go to the safe where the bag is held. They break it open and want to move, but find resistance in Miko Nishihara, Zak’s lieutenant. Krys and Miko fight and despite Krys’ powers, Miko seems stronger than her. Billy decides to help out and checks his bag and throws a Scorpiot at Miko, which gives her a neuro shock and knocks her down. Billy says that he build the Scorpiot when he was nine, and then he and Krys leave.
A giant robotic creature walks through the desert. It continues its slow walk, with a serious look on its face.