The Xavier Institute for Higher Learning, Westchester, New York, where two members of the Uncanny X-Men - team leader Alex “Havok“ Summers and Headmistress Emma “the White Queen“ Frost walk side-by-side through the basement level of the complex, Emma telling Alex that it was quite a challenge getting into Xorn’s mind, for she is not sure how his mind works, though the intellect was in there without a doubt, but just very hard to reach. Havok tells Emma that he appreciates her doing this, and supposes that using her telepathy on him would have been very difficult. Emma corrects her boyfriend’s brother and informs him it was ‘challenging,’ but well worth the time.
Emma informs Havok that this Xorn is a telepath, though she is not sure if he is a healer like his “brother,“ and any additional gifts he possesses will only be revealed in time. Emma explains that after their “meeting of the minds“ she is confident that this man has nothing to do with Magneto - not now and not ever. Alex exclaims how interesting he thinks all of this is, as Emma points out that he is really Shen Xorn, the brother of Kuan-Yin Xorn - the man whose body Magneto somehow appropriated for his rampage against New York.
The two powerful X-Men enter a sealed cell and are greeted by Shen Xorn, who tells them it is a pleasure to see them both. Alex apologizes to the Chinese mutant for having to keep him locked up like this, but based on what Magneto did in his brother’s guise, he hopes he can understand their concerns. Shen replies that it is all understandable, adding that this existence is far superior to his captivity in China, before making Alex and Emma aware that it was not Magneto who did the things they accuse him of - it was someone else, someone he still senses in their minds.
This surprises Alex, who asks Xorn if he is serious. Xorn replies that he does not know the name of the individual, but does know that they are fiercely hateful and malevolent, that they have been hiding amongst them for some time, and even now seek to turn others against them. Worried, Alex tells Xorn that they have to know who it is and they how they will attack and wants to know if he can be more specific. Shen replies that the enemy intends to destroy everything that Xavier has built, and telepathically reading Alex’s next question, Shen informs him that he will assist in any way he can - any way at all.
Elsewhere, sitting around a fire in the woods is the latest incarnation of the Brotherhood of Mutants - Sabretooth, Avalanche, Exodus, Black Tom Cassidy, Mammomax, Nocturne and…Juggernaut! Black Tom reveals that he and Juggernaut had an agreement when they last faced the X-Men, that if things went badly, and based on his own secondary mutation it seemed likely, that they would separate and Cain would find a way to work on Xavier’s soft side, to become a mole within the X-Men.
Now completely resembling a tree, Black Tom tells his teammates that when he had sufficiently recovered - Cain cuts in and says ‘if you had sufficiently recovered’, Tom reluctantly agrees, before continuing, saying that if Can had managed to convince the X-Men of his reform, ‘well, lets just say he’d show us in through the back door’. The rest of the Brotherhood is surprised, and Dominic Petros a.k.a. Avalanche tells Black Tom to hold up, and asks if the Juggernaut has been living with the X-Men.
Sabretooth grins as he asks if Cain can get them into the mansion when everyone is asleep. ‘He just said that,’ Exodus declares, somewhat annoyed. Tom reveals to the others that the Juggernaut informed him that there is a access way near the boathouse that leads into the underground rooms of the Institute, and it is set aside from the man part of the building, to which Cain has the keypad codes. Tom continues, informing the others that the central stairs lead up into the core of the complex, giving them access to everything and everyone.
The tree-man smiles as he remarks that the door is otherwise unprotected, so the new Brotherhood of mutants can kill them all before they even know they are there. Suddenly, Tom sees Nocturne slowly backing away from the others and asks her where she is going. Frightened, Nocturne replies ‘nowhere’ and tells him she is getting uncomfortable - Cain cuts her off before she can continue and exclaims that he knows her and that she isn’t one of them. Avalanche asks Cain what he is talking about, as Nocturne joined up with them a few months ago.
Juggernaut declares that Nocturne is that Exiles hero-lady from the other dimension, but Nocturne cries ‘No!’ and exclaims that he must have her mixed up with someone else before starting to run through the woods - with Juggernaut following her. The giant super human reaches out and grabs her. Calling for someone to help her, Nocturne cries ‘please don’t!’ as Cain lifts her high above his head - and brings her smashing down to the forest floor, muttering something foul that cannot be quite made out. As he continues to bash Nocturne, Black Tom remarks that Cain can be brutal when necessary. ‘Indeed’ replies Exodus.
As he walks back to the Brotherhood, Sabretooth asks Cain what he was saying to Nocturne. Cain replies that he was saying he wished they had more time…’so we could have more fun’. Sabretooth understands what Cain is talking about and grins, telling him he is speaking his language now, but that it is better she is dead, for who needs a leak?
Suddenly, from the side of the clearing someone shouts ‘You’re a pig, Cain!’ The Brotherhood all turn and see Sammy “Squidboy“ Pare, a student from the Xavier Institute who has become friends with Juggernaut. Cain is shocked to see Sammy, who is terribly upset and tells Cain that he is ‘a miserable stinking piece of garbage’.
Meanwhile, inside the Institute for Higher Learning, Alex is walking down a corridor when his teammate Bobby “Iceman“ Drake and student Jay “Icarus“ Guthrie both approach him. Jay begins to inform Havok that Sammy wanted him to tell him - but Iceman cuts in and blurts out that Juggernaut has gone, that he is nowhere in the building or on the grounds, and that no one has seen him since ‘who knows when!’ Alex tells Bobby that he has to relax about this, and tells him that they do not need to worry about Cain.
Angry, Iceman reminds Alex that he keeps telling him, ‘but now I’m telling you!’ Bobby declares that Juggernaut is going to turn on the X-Men and after he has been shown all their secrets. Havok repeats what he has already said to Bobby, that Cain is not going to turn on them. Jay cuts in before the two X-Men can continue to argue, informing Alex that Sammy asked him to tell him that he is in the woods somewhere looking for Juggernaut himself.
Alex gets worried now, and slaps his forehead as he asks where. Jay replies that Sammy has gone to the edge of the Institute grounds near that strange tree they saw. ‘What strange tree?’ Alex asks, as Jay declares that Sammy thought Juggernaut might have gone to look for a „Black…“ ‘I don’t know, a Black somebody-or-other’. Bobby declares that it has to be Juggernaut, and that he knew it, as Havok begins to leave, telling Bobby not to just stand there. ‘Told ya so,’ the cocky X-Man replies.
Back in the woods, Sammy tells Cain that he cannot believe he ever bought into his act. ‘What an idiot I was! You musta been laughing yourself sick!’ Cain tells Sammy that he isn’t supposed to be here, and asks him to leave, before Tom cuts him off, exclaiming cruelly that he was laughing himself silly, ‘watching you two all this time, playing catch, talking about girls…it was so brilliantly…domestic!’ Sammy spits at Cain, it lands on his arm, and Sammy tells Cain that he disgusts him before exclaiming that he always wondered if he might turn out like him, a bad guy - someone who could hurt others and like it - feel good about.
Cain seems hurt when Sammy declares that he is not, that he is a good guy, someone who believes in Xavier’s dream - a hero. ‘I’m an X-Man and you are not getting past me!’ Sammy says defiantly, tears still streaming down his face. ‘Oh, please!’ mutters Black Tom before entangling Sammy in a mass of vines. Cain pleads with Tom to stop as the vines tear and rip at Sammy, breaking his bones, snapping his body. Cain starts to break through Tom’s vines, finally reaching Sammy.
But as Cain leans down to the boy, Sammy utters with his dying breath ‘Don’t touch me, I hate you’. Cain tries to tell Sammy that he doesn’t understand, but Sammy tells him again to get away. Cain tells Sammy that he was doing all this for him, but Sammy whispers again that he hates him, ‘I don’t want you touching me’. Then he has nothing more to say, and passes away.
‘SAMMY!!!!’ bellows Cain, before turning to Tom and declaring ‘You are dead!’ and lunging for Tom’s neck - and ripping his head off. Tom can still talk, even beheaded, and asks Cain if this is any way to behave? Cain smashes Tom’s head against another tree as the Brotherhood stand back, looking quite surprised at all that has transpired, before Cain lets out an extremely loud wail.
This cry is heard some distance away, by the Uncanny X-Men. Wolverine, Polaris, Rogue and Xorn have joined Havok, Iceman and Icarus, and pointing in the direction of the scream, Havok asks Logan and Lorna to check it out. The beautiful Polaris replies that she is halfway there as she flies towards it while the rugged Logan reveals that he has a scent. Havok asks Jay to get back to the school, as it is not safe out here. He tells him to inform Cyclops of what is going on and get him to lock down the mansion, getting the students to safety, code red.
Xorn informs Alex that a life has been lost, that the spirit has passed over, but he does not know who it belongs to. Alex is shocked and asks Shen if he can bring them back, but Xorn replies that that kind of healing is beyond him - beyond anyone.
Back with the Brotherhood, Cain begins fighting the others, firstly smashing Avalanche’s helmet in, before Sabretooth jumps on his back, and Black Tom reforms himself, attacking Cain with vines. Exodus tells Cain that he is making enough noise to wake the dead and mutters that they have probably lost their element of surprise. ‘Or did we ever truly have it?’ he wonders.
Havok speeds onwards as Iceman follows on an ice-sled, asking Alex if he never even thought once that Juggernaut might have been playing them for fools. ‘No, Bobby, I didn’t’ Alex replies. Xorn is somewhat slower than them, and follows as swiftly as he can, as Bobby tells Alex he is even stupider than he thought, asking him if he thinks Scott would have let this slide through. Annoyed, Alex reminds Bobby that Cain had Cyclops’ trust, and guesses that they were just all too trusting, but that their priority is to locate Sammy and the Brotherhood - noticing something out of the corner of his eye, Iceman cuts in and tells Alex he thinks they found them, before Exodus blasts the three men off the ground.
Havok, Bobby and Xorn lie in a crater caused by the explosion, as Exodus boasts ‘X-Men! As I expected…’ but Alex cuts in and asks Exodus why then if he expected it, he wasn’t better prepared, and lets loose a blast of plasma energy, aimed directly at Cain, knocking the Juggernaut back. Sabretooth attack Xorn while Dominic gets a hold of Bobby. Alex sees that they are being torn apart, but before he can do anything, is knocked into the earth by a blast from Exodus.
Avalanche uses his powers on Iceman, vibrating his body so much, that eventually Iceman is shattered. Sabretooth slices Xorn through the stomach, and stands over him, ready to do more damage, before Avalanche tells him to stand away and let him finish this. Dominic opens up the earth, creating a large gully in which Havok and Xorn fall into, and are trapped in the earth as Dominic closes it up.
Exodus smiles smugly and declares that the plan has not become the failure he feared it to be, and as Avalanche, Sabretooth, Black Tom and Mammomax gather around him, he declares that it is time to go kill the rest of the X-Men!