Lytton recaps the events of last issue: Junkpile is on his way with a captive Xi’an, who is suspected of the murder of Noah Synge, Lytton’s father. At the casino, Meanstreak and Metalhead are captured, but Krystalin is still free. The other X-Men, Cerebra, Serpentina and Timothy Fitzgerald have fought Junkpile and survived, although they failed to protect Xi’an. Bloodhawk still fights again the pollution of the desert. Desdemona doubts the guilt of Xi’an and accuses Lytton in covert terms of the murder of their father. Lytton ignores her, thinking of his new and future power.
Bloodhawk enters the Casino Hotel in full flight and draws the fire of the security personnel. While he draws the attention, Shakti, Tim and ‘tina knock out several guards and steal their uniforms. Tim asks Cerebra if she can’t use her telepathic powers to take out everybody in the casino, but Tina replies that Shakti’s powers are too weak for that. Shakti then uses another aspect of her powers: her ability to sense mutants (the reason she is called Cerebra), she tells the others that she feels Xi’an’s life-force, but that he’s on the verge of death.
Junkpile stand next to the cocoon that Xi’an has formed around him after being shot by an assassin. He tells his former friend that he deserves better, but the cocoon is interesting Synge’s scientists. Desdemona Synge enters and asks Junkpile why he betrayed Xi’an, as they were friends years ago when they both rode with the same outlaw gang. They leave to talk in private.
Cerebra, Serpentina and Timothy have discovered the stasis cells where Meanstreak and Metalhead are being held and Serpentina destroys the cells. Shakti tells them what has happened and Metalhead asks them about Krystalin, who is still missing.
Meanwhile Krystalin has entered Lytton’s office and witnesses a holographic testament of Noah Synge in which he’s amending his will to cut out Lytton because Lytton dealt with his competitors. Lytton tells the hologram that he wished he could have killed him more than once. Krys becomes furious and attacks Lytton with a crystal knife, but she is then grabbed by Junkpile. Desdemona tells Lytton that she now is taking charge, having uncovered his secret of having killed Noah and framed Xi’An for it.
In a corridor the X-Men face the Ratpack and Shakti activates Timothy’s powers. His blast takes out the Rat Pack. Meanstreak searches them and finds out that they are holding Xi’an in the East Wing. While everybody is evacuating the casino to avoid the X-Men, Xi’an’s shell is beginning to crack.
When the X-Men enter the medical laboratory, they find Junkpile holding Krys. Junkpile gives the unconscious Krys to Meanstreak and tells them to leave. The X-Men tell him that they won’t leave without Xi’an and Serpentina attacks Junkpile. Junkpile knocks her away into a wall and Tina is not moving anymore. Enraged, Fitzgerald attacks, but he’s knocked out of the window. Bloodhawk catches him and then proceeds to battle Junkpile. Bloodhawk’s powers are of no use in close quarters and Junkpile catches one of his wings and breaks it. By then Krys, Meanstreak and Metalhead have recovered enough to battle Junkpile, but Xi’an enters and tells them to stop.
Junkpile attacks Xi’an, but Xi’an is way too fast for him and easily dodges his blow. Junkpile turns around to hit him, but Xi’an touches him with his destructive left hand. Junkpile falls to the floor. Junkpile whispers to Xi’an that he should kill him, now that he has the chance, but Xi’an replies that Junkpile will heal himself as always and will one day return as a friend and ally. Junkpile loses consciousness while saying: ” Never”. Bloodhawk and Tim tell Xi’an that he can’t let Junkpile go that easily, but Xi’an tells them that Junkpile is a lot like he once was and that everybody can change. He then demonstrates his transformation in the cocoon. His right hand has the appearance of gold metal and he uses his new power to heal Bloodhawk’s wing. He then tries to resurrect Serpentina, but he’s incapable to help her.
Desdemona enters with her guards and tells them that Lytton has been arrested for the murder of Noah Synge and Xi’an asks Desdemona if they can leave with Tina. Desdemona tells them to go and not return.
Latzer, the X-Men bury Serpentina in the desert and Krys creates a crystal tombstone. Bloodhawk leaves, telling Xi’an that he has a responsibility to the land. Xi’an understands and asks Timothy if he will stay. Tim isn’t sure, but Xi’an talks him into it and because Tina believed in Xi’an, Timothy agrees to stay.
Elsewhere, a masked man is filming several people being tortured in the name of art when he receives a holo-message. A devil-like creature appears who is identified by the masked man as Brimstone Love. Brimstone Love calls the masked man Thirteen and orders him to investigate the new mutant phenomenon in his district and their potential for ‘entertainment’. Thirteen obeys and calls for Luna. From the darkness, we see the face of a long-haired person with sharp teeth.