In his base in the radioactive desert of New Mexico, Bloodhawk is stalked and attacked by a mysterious woman who is as strong and fast as he is. She takes him out when her touch triggers pain within his mind. At the same time a flying eye is watching the proceedings.
The X-Men are salvaging what they can from the Nuevo Sol Arcology, their former base in Nevada. Xi’an tells them that their new purpose is on the road. Timothy is trying out his new uniform that is supposed to withstand his energy blasts as it is made of unstable molecules. He keeps thinking of Serpentina, who died for Xi’an’s dream and is usure wether he should stay with the team, but Xi’an asks him for his help.
Meanstreak gets the computer system working again and is going through his messages to find one of his old roommate Jordan Boone regarding the Valhalla-project of Alchemax. Jordan says that he’s going to take a great risk and when Meanstreak tries to contact him, he discovers that Jordan’s number has been disconnected. Meanstreak asks Xi’an for a leave, but Xi’an refuses. Meanstreak leaves anyway and runs off; Xi’an tells Krystalin and Timothy to wait an hour and if he doesn’t return by himself, they should bring him back. Tim is having doubts about Xi’an’s behavior towards Meanstreak.
In the Darkroom, Bloodhawk is being tortured by the woman, whose touch activates his unpleasant memories which then are recorded by a neural feed around his head. The triggered memories reveal how Bloodhawk as a boy of fourteen years old was tortured by scientists who wanted to identify his mutant gene. Bloodhawk’s powers awakened and he manifested his dragon-form and killed both scientists, but then he saw himself in the mirror. As the memory recording ends, Bloodhawk screams out while a pesron called Controller Thirteen discuss his potential for reality discs with the woman, calling her La Lunatica.. He orders Luna to bring in more mutants to download their painful memories. Luna demands to know when he would set her her free, as she is tired of running his errands, before she is hit by an electric current through her collar.
Krys and Timothy arrive at a truckers bar to find Meanstreak. Tim wonders how they could possibly catch up with the speedster, and Krystalin explains that though Meanstreak is incredibly fast, he can’t go long distances. They find him talking to an old cowboy-trucker, who claims to have known Zhao, one of Xi’an’s inspirations while founding the X-Men. While the trucker, Beau, goes for refuelling, Krys tries to convince Meanstreak to stay with the team until Xi’an has calmed down, but he doesn’t change his mind.
Outside, Beau is attacked by Luna. Hearing him scream, the X-Men rush out. Meanstreak attacks her, but Luna hits him with incredible strength and her reflexes match his speed. Krystalin’s crystal shards don’t even scratch her and she is taken out with a ounch to her face. Timothy does his best to activate his powers, but his inability to do so ensures his fall.
They wake up in a cell, Tim in restraints, the other two wearing neural restraint collars.Timothy notices another human lying there, going through a psychotic period. Meanstreak identifies him as Bloodhawk, whom Tim hasn’t seen in human form before. The Controller and Luna enter and they tell them the purpose of the Theatre of Pain - they make reality discs of people’s most traumatic and painful memories, and he then tells Luna to choose their next subject. She finds Timothy the most intresting and uses her fear triggering touch on him.
Tim‘s activated memory shows how he manifested his mutant powers for the first time, accidentally destroying his apartment and killing his girlfriend Reiko in the process. Unexpected, the memory of his guilt activates Tim’s powers and he starts draining energy from the Controller’s equipment and powers up. Luna is hit by the full force of his blast and Timothy starts to tear the whole Darkroom apart. Krystalin and Meanstreak are capable of freeing themselves now the inhibitor collars are no longer working.
The Controller tries to flee, but he is met by Bloodhawk. Alas, Bloodhawk hasn’t been recovered enough yet to complete his transformation. The Controller draws a knife, but is then attacked by Luna. Tim‘s energy blast did not really harm her, but it shorted out her collar that had been keeping her under the Theatre’s influence for ten years. She rips off the Controller’s face mask and uses her powers on him. The X-Men arrive, but Luna tells them to stay back. She has more right to the Controller than they do and they don’t know anything about the real powers behind the Theatre. Meanstreak only wants to go to New York and takes the Controller’s aircruiser. Timothy agrees and promises Luna that they will meet again.
In New York, a wolf slowly transforms into a man, who is thinking about the return of Thor and also the return of himself: Loki and the game ahead.