A car drives out of the Xavier Institute for Higher Learning in Westchester, New York, driven by the school’s nurse, Annie Ghazikhanian, with her son Carter in the back seat of the car. Carter complains to his mother that he did not even get to say goodbye to Alex, or to Sammy. The young mutant boasts that he is going to say goodbye with his mind powers. Annie asks her son not to, telling him that she knows it is hard, but that if she stays and sees Alex, she might not be able to leave - but she has to leave. Sobbing, Carter tells his mother that it is not fair, as one is not supposed to leave without saying goodbye.
Annie’s car suddenly screeches to a halt, as standing before her, arms folded and scowling, is her friend, Jean-Paul Beaubier a.k.a. the handsome Northstar, a member of the Institute’s Faculty. ‘Oops!’ says Annie as she brakes. ‘Yes, “oops“’ exclaims Northstar before telling Annie that her son is right, she isn’t supposed to leave without saying goodbye. As Annie steps out of the car, Jean-Paul asks her who he is going to discuss his love life with if she leaves. ‘Oh, Jean-Paul, I’m so sorry,’ declares Annie as they hug each other ‘But since when do you have a love life?’ she asks jokingly.
Jean-Paul tells Annie that he knew this day would come. Annie tells him she wishes he could have told her so she could have been saved a lot of heartache. Northstar adds that honestly, with Xavier gone he feels that he should now leave too, when Carter climbs out of the car. Crying, he tells his mother that Sammy is dead - that someone just killed him. Northstar and Annie look at Carter in shock as he reveals that whoever it was that killed Sammy now want to kill everyone at Xavier’s.
Inside the Infirmary of the Institute, Remy “Gambit“ LeBeau, recently blinded on a mission sits up and asks Annie if the card he is holding in his hand is glowing. He gets no answer and so shouts ‘Hello? Annie? Had enough of this rehab business!’ Remy declares that if Annie is not here to tell him his bandages can come off…he starts to lift them off his eyes himself, and as he looks into the glowing card, he sees the members of the new Brotherhood of Mutants in the card. ‘Now what is dis?’ he asks himself.
On a hill to the side of the Institute, the new Brotherhood of Mutants makes their way towards the home of the X-Men and the many students that live there. The deformed Black Tom Cassidy leads the way down the hill as the handsome Dominic Petros, better known as “Avalanche“ jokers that everyone at the Institute are like fish in a barrel, with no idea that the Brotherhood is on their doorstep. As the elephantine Mammomax brings up the rear, Victor “Sabretooth“ Creed asks the group’s leader, Exodus, where they are to start. Hovering above the others, Exodus asks Creed if this really matters to him, as this is just another pay check for one such as himself. ‘Pretty much.’ sneers Creed as Exodus declares that to him, the X-Men as the monsters who killed their lord and master, Magneto. ‘They all die,’ he declares. ‘Start wherever you please’.
Back inside the Institute, Gambit feels his way through the darkened corridors shouting, he asks if anyone is here. ‘School of two hundred students and I cant find a blasted one’ he mutters when from behind a closed door, someone calls to him, telling to stop shouting as she is - Gambit ignores her and enters the room, where Mindee of the Stepford Cuckoos is playing at the piano. Gambit realizes it is Mindee and tells her that he is blind and that he needs her to look outside and tell him if she sees anything.
Mindee asks if it is something that cannot wait a couple of minutes while she finishes her piece, but Gambit screams ‘NOW!’, so Mindee gets up and looks outside, muttering that it is not like anything can get through Emma Frosts psychic defenses anyway, and mocking Gambit she asks him if he heard a puppy growl or smell a skunk perhaps. Gambit tells Mindee that it is not like that, as he had a vision, when suddenly, a student is thrown through the window. Mindee screams, Gambit calls to her and asks what the crash was, when Sabretooth leaps into the room, declaring that he smells two more victims, one being the Cajun.
Gambit reacts by flinging the charged card at his enemy, the card lands near Mindee who is being held down by Sabretooth. ‘Watch out, you idiot!’ Mindee screams at Gambit as Sabretooth sings ‘Missed me, missed me, now she’s gotta kiss me!’ Creed brings his deadly jaws down towards Mindee, who quickly tells Gambit that she will be his eyes, and shouts ‘Kiss my telepathy, road-kill breath!’ to Creed as Gambit’s card, directed by Mindee, is sent flying into his mouth. He begins to swallow it as Mindee exclaims that his mind is a cesspool, so there is no way she can control it.
Creed puts his hands over his mouth and burps, swallowing the card completely as Mindee reminds him he was going to bite her, and smacks him across the jaw with her fist. Mindee smiles and exclaims that that felt good, before asking Gambit for another card. Gambit already has several charged and tells the young blond mutant that he is way ahead of her, and that she just needs to keep showing him the way. Outside the mansion, Exodus is blasting away at a section of the Institute and tells Tom that the psychic defences are formidable, but that he knows that if they keep attacking them, they will find weakness. Suddenly, Sabretooth is blown through a wall of the complex, Mindee and Remy stand over him as Mindee comments that it went well, and Gambit tells her he has more cards to play.
Suddenly, Avalanche approaches the two and causes a large rumble, knocking them off their feet. Sabretooth gets up and begins to tell Mindee that she is ‘so dead -’ but before he can finish his sentence, Northstar rushes past him and carries him away. Avalanche asks Creed if he is going to finish that sentence, and smiles, saying that it might be better if he just kill - Dominic turns around, wondering where Sabretooth is, as Mindee tells him Creed got smart and ran. As the Stepford attacks him with her telepathy, causing him to cry out in pain and keel over, Mindee jokes that it is too late for him to do the same.
Running towards the forest, Jean-Paul asks Sabretooth if he remembers him. Northstar reminds Creed that he has super speed, and that he is the one with the mutant healing power. ‘Let’s put both to the test shall we?’ he asks before Creed rudely says ‘Yer more of a girl than yer sister was, freak!’ and he digs his claws into Northstar’s right arm. At the mention of his missing sister, Aurora, Northstar pushes Creed ahead of himself and asks him if he knows where Jeanne-Marie is. Jean-Paul uses his super speed to thrust Creed through the forest, knocking him through the middle of trees as they go. Eventually they come to a clearing and Jean-Paul whacks Creed onto the ground, before tending to his own wound and exclaiming he can wait until he wakes up, before wondering where the X-Men are.
Two of the most powerful X-Men - Wolverine a.k.a. Logan and Lorna “Polaris“ Dane have come across the body of one of the students of the Institute. Wolverine identifies the body as that of Sammy, ‘the little fish-kid’. He mumbles that Annie and every mutant healer on Earth could not put him back together. Lorna asks who could do something so horrible to such a sweet little boy. Logan is unsure, but points out that bones are broken to a pulp, so perhaps Juggernaut, though he thought they were friends.
Coming up behind Lorna and Logan, a blue-skinned woman informs the long time X-Men that Juggernaut was trying to save them all and pretended to kill her while whispering for her to go and get help. Wolverine announces that he knows her, as they met a few weeks back. The young woman introduces herself as Nocturne, Logan remembers her as one of the dimension jumpers, the Exiles. Nocturne reveals that she is no longer one of the Exiles, as she is stuck in this dimension and because she was so used to doing whatever she was told to do, she got wrapped up in something stupid because she misunderstood. Solemnly, Nocturne declares that she thinks she has helped everyone at Xavier’s get killed.
Elsewhere, Bobby “Iceman“ Drake asks Cain “the Juggernaut“ Marko what it is that he was trying to do, but Cain tells Bobby he is not wasting time trying to explain it to him. In his usual jokester mode, Bobby tells Cain that his schedule is pretty booked up for the week, so now is his only free timeslot. Juggernaut asks Bobby if people think he is funny, and tells him that he is not, before announcing he sees a hand. Cain asks Bobby if there is a faster way he get those who are buried out from under the ground than digging with his ice powers. Bobby tells him he cannot think of one, before asking him if he is really on their side.
Cain puts a hand down into the Earth and asks Iceman what color the sky is in his world, pointing out that they have more important things to take care of. ‘And people call me insensitive’ mumbles Cain before telling Bobby he is not on his side, but Alex’s side, as he pulls the leader of this squad of X-Men from the dirt and tells Bobby that he is just along for the ride. Alex “Havok“ Summers sits down and rubs his face, moaning that he feels like he ate an acre of dirt and asking where Xorn is.
As the sun sets over the Institute grounds, Cain declares that they do not have time for this, as there are people they need to kill. Alex tells the step-brother of the X-Men’s founder to calm down, as Shen Xorn was right near him, as they fell in the same hole. Alex begins to dig with his bare hands, and as he asks Cain to help him, Cain declares that there must be a better way.
Back at the Institute proper, Black Tom Cassidy has extended his plant-like body, causing hundreds of vine-like tentacles to rip through the mansion, shattering windows and walls. Gambit and Mindee dodge rubble, and Remy asks Mindee if she cannot use her mental powers to stop them. Mindee informs Remy that she can’t, as Exodus’ mind is psychically shielded and Black Tom’s is inaccessible to her. The pair stop against a wall when they hear a loud boom, and Gambit cries out, asking what is wrong. Mindee exclaims that everything is fine, when Exodus flies up behind them.
Elsewhere, Rogue is thrown through a large window and tugged around by Black Tom. Tom points out that she has absorbed Wolverine’s powers as she uses her teammates claws to cut her way through his vines that ensnare her. Tom asks Rogue if he were to shatter her to bits, would Wolverine’s healing factor put her back together properly - or put her back to look like Wolverine. Tangled up in a mass of vines, Rogue tells Tom that he doesn’t have the manhood to do it, but Tom smiles and proclaims that he begs to differ. His eyes light up as he informs Rogue that this killing method has been road-tested. Rogue lets out a mighty scream as Black Tom begins to crush her.
Juggernaut and Havok continue to dig, when Cain declares that it is a bogus way to find Xorn and smashes his fist down onto the ground, creating a shock large enough to separate more dirt. Cain eventually finds Shen and lifts him out of the dirt. Havok scolds Cain, and tells him that he could have punched a hole right through Xorn. Cain just tells Alex that he could have, but didn’t. Cain asks Xorn if he is all right, to which Shen reveals he doesn’t breath, so he is fine, and used the time in the dirt to meditate. ‘Good for you’ Cain tells him.
Suddenly, Northstar rushes over to the group, and informs Alex, Bobby, Cain and Shen that the school is under attack and that he has been crisscrossing the forest looking for them. Bobby asks the former Alphan why he is not there helping, to which Jean-Paul turns to the man he used to have a crush on and asks him why he isn’t there. Jean-Paul adds that his excuse is that he is not officially on an “X-team“. Wolverine, Polaris and Nocturne converge with the five men and Logan tells Jean-Paul that he is back on the team, as they will take anyone who is willing.
Lorna informs the men that Sammy has been killed, and after asking his former fiancée if she is serious, Alex turns to Cain and asks him if he is okay. Eyes downcast, Cain tells Alex not to say anything, just to lead. Havok boasts that he intends to and tells his team that they will put an end to the killers no matter what. Logan unsheathes his claws and asks Alex if he really means ‘no matter what’. With that, Wolverine, Havok, Polaris, Iceman, Northstar, Juggernaut, Xorn and Nocturne rush towards the mansion, ready for the battle that lies ahead.