Above the seismically rearranged California coastline…
Flying in their airship, Minister of Humanity Morphine Somers and President Doom discuss matters concerning the X-Men. Morphine believes that they are better off without them. Morphine knows that Xi’an’s group fell apart almost as quickly as it was gathered, and doesn’t see the need why they would need them as peacekeepers. Morphine thinks that they can do better.
Doom tells Morphine that he isn’t an obvious choice for a Minister, but Doom didn’t want to see his talent wasted in Transverse City. But Doom notices the potential the X-Men have and wants Morphine to tell him that he was finally able to locate them. Morphine confirms, and says that he has found them at Death Valley, where Junkpile is as well. However, he wasn’t able to find Serpentina, who is dead now, or Metalhead, who Morphine has been told is a guest of the Keewazi.
Death Valley, the slaughterhouse Auditorium…
Brimstone Love and Controller X have installed in all the Death Valley inmates a neurotech receptor on their heads, which will have their every moment of anguish shown to them. And it couldn’t be done without the Mindfire Machine, which is powered by the psychic mind of Master Zhao, who lets the Theatre manipulate the emotions of the entire crowd. Shakti begs Controller X, who is in reality a transformed Xi’an, to see in what kind of pschychotic murderer Brimstone has changed him into.
Brimstone sadistically asks Shakti if she disagrees with their plan. Shakti can’t understand why the Theatre enjoys the pain of so many other innocent people. Brimstone Love calls Shakti naïve. He says that, from the beginning of society, the weak and helpless have provided sport for the rich and powerful.
Brimstone Love explains that he created the Theatre of Pain many, many years ago for the select and privileged few who hunger for performances where the emotions are genuine and the blood is real. But of course, that clientele has to pay. Controller X fills in that their elite audience has plugged into an exclusive sensory simulcast, which spreads itself across the entire world. Brimstone Love pads the Controller on his shoulder and congratulates him for succeeding in his plan. Controller X tells Brimstone Love that he has himself to thank for what he is today. Shakti again tries to change Xi’an’s mind, but Controller X refuses to listen to her reason and tells her to stop it as well, because soon, Shakti too will be a member of the Theatre.
If Shakti doesn’t join, the Controller threatens, she will suffer the same unpleasant treatment the thousands of others inmates of Death Valley are rendering now. Shakti once more tries to tell Xi’an that he is hurting people for no good reason, but the Controller simply calls that show business. And, with that said, Brimstone Love lets the show begin!
The three Norn sisters have imprisoned La Lunática again and try to convince her to rejoin their family. Luna angrily tells them that she isn’t a sister of them and refuses to be a slave again. She tries to set herself free but, in return, gets a powerful electric shock. The Norns tell Luna that she better calms down, because Brimstone Love wants her alive. But, unfortunately, the sisters sadistically say that doesn’t go for the other two mutants Luna arrived with. Hearing that comment, Luna can only think about Tim…
Waste Disposal Center 7C…
Tim prepares to fight a gigantic monster-like creature that merges in front of him from the waste. The creature opens its eyes, and asks the “meat” if he knows him. Tim recognizes the voice… it’s Junkpile! Junkpile now recognizes Tim as well and believes that he must have been defeated by Brimstone Love and that he must have dumped him here. Tim has to restrain himself for not grabbing Junkpile by his throat, but Tim knows better that they have more urgent matters. Junkpile realizes that Tim must be talking about the solvent drain. He doesn’t worry about that, believing that they only need to shut it down and that will solve their problem. But, unfortunately, the two mutants can’t reach the pipe, so they can only wait until more acid waste comes through it, which will suffocate them.
The Keewazi Nation, Oklahoma…
Rosa has begun to go into labor and couldn’t have chosen a worse time: her ex-boyfriend Glitterspike is back and wants revenge on Metalhead for leaving him for dead. Eddie tries to convince Glitterspike to let them go to town first so that Rosa’s baby can be born, but Glitterspike believes that Eddie just wants the Freakshow to allow Rosa to hide from him once more. Glitterspike attacks Eddie at full force, but his mutant absorbing power doesn’t allow Eddie to get harmed. Glitterspike now realizes that, but also remembers that Metalhead’s body has weakened after their last battle. Glitterspike absorbs the power of the sun into his body, and strikes Eddie with a blade of light only molecules wide, which is strong enough to strike Eddie down.
Sham and her friend Quiver have failed to escape from Death Valley and are now surrounded by many security guards who want to bring them back to the Research Lab they came from. Sham creates an illusion of giant insects attacking the guards, but they realize the trick and aren’t scared by it. The guards prepare to shoot them but, suddenly, their guns are gone! Surprised, the guards look around to find their guns and notice that Meanstreak has them! Krystalin shows up too and together they defeat the guards. Sham and Quiver are amazed at Meanstreak’s and Krystalin’s powers and ask who they are. After the introductions, Sham and Quiver inform them about the S.H.I.E.L.D. agent who has been defeated by Brimstone Love, believing that he is a friend of the two mutants. Meanstreak doesn’t think so, because they operate outside of the law.
Meanstreak opens the hangar bay’s doors, which allow Bloodhawk to enter! Quiver panics and makes the ground shake, refusing to stay here any longer because he fears that the Theatre could capture them again. Krystalin warns the two mutants to keep a low profile, because they are going to do some heavy damages around Death Valley. Bloodhawk agrees, because the Theatre of Pain has caused him a great deal of pain as well.
Luna’s cell loses its electricity, which makes Luna able to set herself free from her chains. She tries to escape, but forgot the way out. She wanders around but, unfortunately, enters in Brimstone Love’s chamber! Brimstone Love is glad to see Luna again, but she is not and attacks the monster. Brimstone can easily dodge her attacks and defeats her. He tells Luna that the Theatre of Pain is in her blood and that she won’t be able to escape from it.
An exhausted Luna promises to make Brimstone Love punish when she gets her hands on him. Unimpressed by the threat, Brimstone puts a restraining collar on Luna’s neck again, which will make her his slave once more. Luna screams it out from the pain.
Meanwhile, Controller X still witnesses the many forms of pain he can witness through the Mindfire Machine. He is specifically interested in the worst pain Shakti ever had to endure.
He sees Shakti as a six year old girl, and she is surrounded by the dead. Her father has locked her in the icy stillness of his morgue. Corpses stare at her with empty sockets, their eyes removed. The smell of chemical preservative makes Shakti feel dizzy. She feels her heart slow, and her blood stop in her veins. Shakti thinks that she must be dead too. Soon, her father’s mechanical technicians will come with their laser scalpels and remove her insides to sell on the market. This is what happens when you are dead…
Waste Disposal Center 7C…
Tim stands on Junkpile’s shoulders in the hope to reach the solvent drain, but still isn’t high enough. Tim loses balance and falls down. As he gets up, he sees the destroyed Junkyard Dogs Doom had build for Junkpile when he joined S.H.I.E.L.D. Now, they are useless. Tim believes otherwise and asks Junkpile if he can take their internal batteries out of their bodies. Junkpile does so, but doesn’t realize what use they could possibly be. Tim confirms, explaining that, as long as the batteries core’s intact, the machines have giving him enough power to get them out of the Disposal Center, and not a moment to soon!
Hardly able to stand up, Rosa tells Glitterspike that she knows he doesn’t really want the baby. That he only wants to get back at her for leaving him. Glitterspike confirms, explaining to Rosa that, once the baby is born, he will sell it to the highest bidder. Suddenly, a force field surrounds Glitterspike and makes him also unable to move! Eddie asks Rosa if she is doing this, but she denies that. It’s her baby, she thinks, protecting her from inside her belly!
Death Valley’s Communication Exchange…
Director DeMille finds out that they are experiencing interference with their performance feeds. She commands her drones to re-channel the uplink through the Diamandala satlink. Meanstreak, Krystalin and Bloodhawk proudly enter and tell DeMille that they are there to stop her. DeMille isn’t impressed by their speech, and inform the two X-Men and their ally that the tenth Controller anticipated an event like this. DeMille presses a button, and a door opens.
Three characters step forward, and reveal themselves to be… Zhao’s Chosen X-Men! One-Eyed Jack, Psycho-K and Wingspan are fully recovered and have been modified a bit by the Theatre of Pain.
They attack their enemies and Wingspan’s improved techno-organic wings strike Bloodhawk down. One-Eyed Jack calls the X-Men liars, because they promised them they would help them, but he knows that they in truth didn’t do anything.
He attacks Krystalin, who protects herself with a self-made shield, and tries to explain to One-Eyed Jack that Shakti desperately tried to do everything she could to reverse their genetic deterioration, but had to stop when Xi’an blew up their former base. Meanstreak wants to go help Krystalin out, but has enough troubles himself as Psycho-K attacks him.
Waste Disposal Center 7C…
Tim has destroyed the solvent drain and Junkpile thanks him for that. Tim doesn’t accept the politeness and still wants to make Junkpile pay for killing Serpentina. Junkpile tries to explain that he didn’t want to kill her and that it was her own fault. They are attacked by La Lunática, who knocks out Junkpile. Tim grabs her and asks Luna what she thinks she is doing, until he notices the restraining collar around her neck.
Tim burns it up using his powers, and Luna is brought back to normal. Tim wants to act like a team again like they used to but knows that, in order to be able to do that, they first need to find Shakti.
Wingspan pushes Bloodhawk against a wall, making it impossible for him to escape. Wingspan wants to kill Bloodhawk, but then Wingspan, frightened, looks up, as his wings are burning up! Bloodhawk notices that Sham is helping him out, creating only the illusion of the burning wings, and takes that knowledge to his attention and pushes Wingspan through a window.
As Wingspan falls down, he drops against Controller X, making his golden mask fall off. Brimstone Love can’t believe that more X-Men have arrived to attack them. The Controller is angry at Wingspan for disturbing his plan and kicks him. At the back, Quiver uses his powers to make One-Eyed Jack lose his balance, making him fire his optic blast in the open wild and accidentally defeats Psycho-K with it.
Meanstreak uses the confusion to his advantage as well and binds Director DeMille up and runs to the control panels. He finds the correct button to shut down the neurotech receptors. It works, and all the devices deactivate, including Shakti’s. Bloodhawk notices it and flies towards her, explaining to her that he came together with Meanstreak and Krystalin.
Bloodhawk sees Brimstone Love standing on a balcony and wants the villain for himself! Brimstone can’t believe that a group of mutants were able to destroy his organization. Bloodhawk attacks Brimstone, but Brimstone Love easily defeats Bloodhawk. Tim and Luna arrive, and team-up and attack Brimstone Love, trying to outbalance them. But that is easier said than done, because Brimstone Love’s body is getting hotter by the minute and his skin even begins to resist Bloodhawk’s claws.
Brimstone Love stands up again and punches the mutants away from them, revealing that he can’t be defeated through physical attacks. Brimstone Love says that he draws his awesome strength and fire from the Earth’s molten core. Suddenly, Brimstone Love gets an electrical shock and is hurt by it!
Surprised, he discovers that Controller X betrayed him. The Controller says that he wants the Theatre of Pain for himself, and was able to attack Brimstone Love because he has installed the Mindfire Machine against the villain. Brimstone Love angrily attacks the Controller with his flame powers, but only damages his clothes. The Controller takes them off and notices that Brimstone Love is getting weaker. The Controller fully powers up and attacks Brimstone Love himself.
A confused Tim asks Shakti if Xi’an has come back to them. She doesn’t think so, but hopes that she can dismantle the psionic regulator on the Mindfire Machine, and hopefully the psychic overload will take down both Xi’an and Brimstone Love! The Controller triumphs over Brimstone Love and is ready to kill him.
At the same time, the Mindfire Machine’s psionic regulator stops functioning, and the neural amplifiers siphon the comatose Master Zhao’s telepathic energies at an unchecked rate. Zhao’s body implodes as the hungry machine consumes his very essence, until, finally, nothing remains.
Brimstone Love’s heads begins to clear, but he is still too weak to fight. But Brimstone knows that, if he has learned anything from his long life, there always comes another day and teleports away. The Controller can’t believe Brimstone Love would do a cowardly thing like this. Shakti tries to calm her former friend down, but the Controller, now even angrier, turns around and asks Shakti why she didn’t do anything to prevent Brimstone from escaping. Shakti doesn’t know, but she tells Xi’an that she and the X-Men came here to help him.
Controller X laughs, calling the X-Men the most stupidest idea he ever had. Tim doesn’t believe that Xi’an truly believes that, because the dream is worth fighting for. The Controller slaps Tim in his face, telling him and the others that they are not worthy of the dream.
La Lunática grabs Xi’an’s head, telling him that Tim did a much better job in keeping the X-Men together than Xi’an ever did. And unlike Tim and the others, Luna has no obligations to the man. Luna knows that Xi’an joined the Theatre of Pain voluntarily and now wants him to pay the prize. Controller X refuses to let Luna enter his mind and grabs her arm, hurting it using his powers. But by doing that, The Controller makes his and Luna’s minds melt together.
Luna drills away at Xi’an’s emotional walls, breaking down fortifications that suppressed the pain of his past. Within the psychic bubble, Luna finds the abandoned child, the hunted street urchin, the scheming outlaw, the righteous leader and, eventually, also the grinning sadist Xi’an is today. Past the facades, Luna shows Xi’an the solitude that eats away at his soul, the void that cannot be filled, and the emptiness overwhelms Xi’an.
Luna goes out of his mind and Xi’an collapses, feeling terribly cold. La Lunática triumphs, explaining that it was Xi’an’s inner drama that let her withstand his grip. Luna says that, as Xi’an’s anguish increased, her strength grew. La Lunática feels fabulous! Shakti runs towards Xi’an, but Luna confesses to Shakti that she can’t guarantee that the Xi’an Shakti and the other X-Men knew will ever fully return. Luna wants to put Xi’an out of his misery, but Shakti doesn’t let her.
Shakti asks the confused Xi’an if he can hear her. Xi’an, almost without breath, seems to recognize Shakti and can’t believe what he has done. Tim calls Xi’an a basket case. La Lunática says that Xi’an’s inner demons left him with nothing inside. Luna even almost feels guilty for doing this to Xi’an. Almost. As Xi’an begs the others to forgive him, Shakti, Meanstreak and Krystalin wonder about the consequences of Luna’s touch. Suddenly, gunfire and loud sirens are heard.
S.H.I.E.L.D. agents enter and inform the X-Men that Death Valley has been closed by order of President Doom. But the agents also demand the X-Men not to move, as they are all under arrest. Shakti tries to explain to the agents that they don’t belong with the Theatre, but Tim tells her to stop it because he knows the agents won’t believe her, no matter what. Morphine Somers enters the room, commanding his officers to stand down, realizing that the X-Men are “the good guys.”
Tim appreciates the gesture but, not knowing who Morphine is, demands that he introduces himself. An astral projection of Doom materializes and Doom introduces his minister. Doom informs the X-Men that he and Morphine had hoped to employ them so that they could clean up the western red market.
Doom says that the Floodgate slaughterhouse was the most obscene example of the exploitation of the underclass. Doom confesses that he only recently had learned of its existence, so that’s why he didn’t earlier take actions to shut the facility down. Morphine says that they would have been here sooner, but reveals that the Norns were waiting them up so they had to deal with them first, but not without losing fifteen S.H.I.E.L.D. agents in the fight.
Morphine adds that the Ministry of Signal has a phalanx of netdivers tracking down the Theatre of Pain’s clientele, finding them to be equally guilty as the Theatre. Shakti asks what Doom is going to do about the victims of Death Valley. Doom promises that he has made arrangements for them, as he has done for the X-Men. Doom says that to the west, he will built a city that will welcome Death Valley’s inmates, regardless their class or species. Morphine asks the X-Men what they would say if he and Doom would offer them to be that city’s guardians.
Mama Hurricane tells an impatient Metalhead that he can enter the delivery room. Eddie asks if everything is all right with Rosa. Dr. Wingfoot gladly says that Rosa is fine, and that Rosa has had the most remarkably peaceful labor Louise has ever seen. And, as for the baby boy, Wingfoot says that it appears that he is just fine as well. Eddie asks Louise what she means by that. Louise brings Eddie to Rosa’s room and she proudly presents her baby to him, which she has named Joachim Eduardo Vasquez. But Shakti also says that Shakti was right when they first met: Rosa’s baby is definitely a mutant. Metalhead can’t believe it but, as he takes a look at the baby, it begins to magnificently glow!