The Xavier Institute for Higher Learning, where the new Brotherhood of Mutants has begun a devastating attack on the X-Men, the students and the mansion itself. The Elephantine mutant Mammomax shakes his teammate, the handsome Dominic “Avalanche” Petros, shouting at him to wake up, boasting that they are the Brotherhood of Mutants and supposed to be tough - ‘We cant be taken out by a girl, ya panty-waist mook!’ Cornered against a wall, the blind X-Man Remy “Gambit” LeBeau asks the student with him, the snobby Mindee of the Stepford Cuckoos what is going on. Exodus, the leader of this incarnation of the Brotherhood throws blasts of energy at them as Gambit reminds Mindee she told him they were safe.
As the blasts explode around them, Mindee tells Gambit that she lied as she didn’t think there was any need to worry him. She informs Gambit that she is projecting alternate images of them into Exodus’ mind, but fears that he will find his targets soon enough and kill them. ‘Is this what it feels like to lose?’ Mindee asks solemnly, when suddenly Mindee’s fellow student, member of the New Mutants Squad, Jay “Icarus” Guthrie, younger brother of former X-Men Cannonball and Husk swoops down and grabs Mindee and Gambit, using all his strength to maintain flight as he makes his daring rescue attempt.
Not able to fly as high as he normally can, Jay drags Gambit through some trees, apologizing to the X-Man as he points out he is not used to these daring rescues. ‘Jay, the music hater’ snarls Mindee before she asks her rescuer where they are going. Icarus replies that he doesn’t know, but somewhere safe and far away if he can make it. Mindee tells Icarus to just circle round the mansion, as she might be able to latch onto Black Tom’s mind from up in the air.
Inside the cafeteria, Black Tom has based himself as he launches his attack on the mansion, and has Rogue trapped in amongst his vines. He tells Rogue that it is no use struggling, pointing out that she has no leverage, and that she can not absorb his powers because his mind is elsewhere. He informs Rogue that he has held the Juggernaut at bay like this for hours, so there is no way she could possibly break free. The mutant-plant tells Rogue to sit back, relax and enjoy her death, when suddenly, the Institute’s four-armed chef comes up behind Black Tom and whacks his head off with a frying pan.
Black Tom begins to reattach his head and asks the startled chef if that was any way to treat a guest in her kitchen Black Tom informs the chef that he would be more offended if he was actually in this body, but he is not, for he is in all the trees and shrubs and plant life - ‘including whatever fungus lies hidden in that repulsive little garment you wear, which you obviously clean far too infrequently!’ Black Tom exclaims as he traps the chef in vines.
Elsewhere on the sprawling Institute grounds, a group of X-Men rush towards a forest, where X-Man-turned-teacher the handsome Jean-Paul “Northstar” Beaubier recently gave long time X-Men nemesis Sabretooth a big hiding. Sabretooth has woken and is sitting on a rock, ‘Well, well, look who’s here. Polaris and Havok and Dog-Breath. ‘Otherwise known as “dead meat”’ brags Sabretooth. The beautiful and powerful Lorna “Polaris” Dane smiles and asks ‘Please. When have you ever been a threat, Victor?’ Wolverine declares that he never has and tells the others to go.
Team leader Alex “Havok” Summers tells Wolverine to let Lorna deal with Sabretooth, but Logan cuts Havok off, exclaiming that he and Sabretooth are long past, and it is time they ended it once and for all. Sabretooth grins and asks Logan what it is they are going to end, remarking that they could fight till they are just lumps of meat on the ground and it still wouldn’t end. ‘As long as your lumps don’t get mixed up with mine, I’m good with that’ snarls Logan as he unsheathes his claws.
Back at the man part of the Institute, Avalanche comes to, and asks Mammomax what happened. Mammomax shouts that they got their butts kicked, and picks Avalanche up, telling him to start killing things before some four year old girl comes along and knocks him out cold. Avalanche calls Mammomax an overgrown stuffed animal and asks him who he thinks he is. Avalanche boasts that he is one of the toughest super villains to ever set foot on the face of this Earth, when suddenly, Northstar rushes past with his super speed and knocks Dominic over.
‘What happened?’ asks Mammomax as Exodus flies over to him and tells him that they need to regroup. Exodus begins to remind Mammomax that they came in with a plan, but Mammomax asks Exodus whose fault that was. Exodus gets angry and tells the odd mutant that this is no time for petulance, the X-Men are returning, but Mammomax declares that he cannot believe how grade-school the whole operation was, and tells Exodus he was supposed to be Magneto’s disciple, before exclaiming that he thought the Brotherhood knew what they were doing, but that they are nothing but a bunch of street thugs in spandex.
Exodus tells Mammomax that his insolence will not be tolerated, especially as the X-Men are closing in. ‘We’re not “closing in”, dipstick, we’re here!’ exclaims Cain “Juggernaut” Marko as he, Havok, Polaris, Northstar and the cocky Bobby “Iceman” Drake engage Mammomax and Exodus in battle. Havok calls to Jean-Paul and asks him to make sure the children are all safe, reminding him not to forget to check the infirmary, as he wants to know if Annie and Carter are all right. Northstar frowns, and tells Alex that he is sure they are fine.
Mammomax fights Juggernaut, but Cain tells the elephant that he wants to fight Black Tom, not a loser like him. ‘Outta my way!’ Cain shouts before pummelling Mammomax. Suddenly, Mammomax retaliates, spitting on Cain. Cain asks him what it is, to which Mammomax declares that it is stomach acid, and asks him if he likes it. ‘No!’ replies Cain as he grabs Mammomax by his trunk, lifts him up, and telling Mammomax that he likes him even less, he flings him around high above his head, before crashing him through several trees. As Cain throws Mammomax to the ground, he asks him where Black Tom is.
Back in the cafeteria, Rogue calls to Black Tom and asks him to let the chef go, but Black Tom tells Rogue that this is best for everyone concerned, as the woman’s hygiene was atrocious. He exclaims that he cannot believe she was allowed to dispense the X-Men’s food, let alone prepare it. As the chef lies motionless on the ground, Tom closes in. Rogue calls him evil, twisted and sick, to which Tom turns around and tells Rogue that he is certain she barely acknowledged the woman in her life. Tom then tells Rogue he is willing to bet that she did not even know the chef’s name.
Rogue is unable to answer, and Black Tom smiles as he exclaims he knew she didn’t know. Suddenly, Northstar flies into the cafeteria and breaks Rogue free, before grabbing Black Tom and shoving him out into open space. As Jean-Paul pounds at Black Tom, he shouts that the chef’s name is Marilyn, named after the movie star. He informs Black Tom that when she was born, Marilyn’s mother believed her to be as beautiful as the actress, and even when she grew her extra arms, her mother still loved her, telling Marilyn how beautiful she was.
Northstar is shredding Black Tom into small branches as he reveals Marilyn gained weight, eating to release the stress of being tormented at school and in the streets - but her mother continued to tell her how beautiful she was. Northstar stands over the broken Black Tom, declaring that when Marilyn’s mother died, leaving her alone to face the torment of the world, Charles Xavier offered her a home, more love and renewed hope, as he has done with many mutants.
‘Why can’t idiots like you understand that and leave us alone?’ asks Jean-Paul as he begins to cry. ‘I don’t know, woke up on the wrong side of the bed I guess’ jokes Black Tom. Tom then declares that while he hopes Jean-Paul understands that his story was moving on ‘some overly sappy and sentimental level…I just don’t care!’ All over the Institute grounds, giant vines begin to spring up everywhere as Tom tells Jean-Paul that he may not have heard the whole story as he was a little busy, putting an end to this silly game. Tom himself grows to an enormous height, exclaiming that he is going to put an end to it all by killing everyone.
Polaris calls to Havok and asks her ex what their next move is, to which Alex replies ‘Just keep fighting!’ Caught in the mass of vines, Alex declares that there has to be a way to stop Tom. ‘Easy for you to say!’ snaps Iceman as he finds himself trapped too. Havok unleashes his powerful plasma blasts exclaiming that they need someone who can control minds, to which Mindee informs him that she has been trying, but that there is no central mind to control. She asks if they are out of options, when the Exile known as Nocturne, who was mixed up with the Brotherhood declares ‘Maybe, or maybe not!’ and phases into Black Tom.
‘You go girl!’ shouts Cain as Lorna asks what it is she is doing. Havok informs Lorna that Nocturne can possess people by phasing into them. Black Tom brags that he cannot be possessed, boasting that his power is far beyond anything they could possibly comprehend. Suddenly, Nocturne has managed to reach Tom, and she informs everyone that he is fighting her, that his mind is everywhere, in every plant. She exclaims that it is too much, that she cannot centralize his consciousness.
Exodus orders Avalanche to kill Tom and Nocturne while they are both still bound, but Dominic points out that Tom is one of them. Suddenly, a large mass of vines disappears, Havok declares that no one is dying while he is hear, and Xorn asks Polaris to move the X-Men to safety. Lorna asks Shen why, to which the X-Men’s recent ally informs her that he cannot allow anymore innocents to die, so once more he is opening the black hole that is his mind. As Juggernaut strangles Mammomax, he reminds Xorn that he doesn’t know where everyone goes once they sucked into that head of his, and supposes that they come back from it, he suggests the school will never be safe.
Mindee remarks that the school will be safe if the Brotherhood don’t remember where the Institute is, however her mind-wipe may also affect Nocturne’s mind as she wipes Black Tom’s. Cain tells the Stepford Cuckoo that she is making a risky move and asks what will happen if Nocturne gets pulled into Xorn with the others. Nocturne tells Mindee to do it, as it is the only way. She reveals that she can not hold Tom much longer, and doubts that anyone will be able to stop him once she loses control, as he is too powerful.
Polaris tells Xorn that they have to find another way, but as Shen begins to remove his metal helmet, he tells the Mistress of Magnetism that there is no other way, adding that he senses this is a turning point not only for him, but everyone. Nocturne declares that they all knew the job was dangerous when they took it, ‘It’s part of the hero territory!’ Mindee informs everyone that she has erased the elephants mind and tells Juggernaut, who is still holding onto Mammomax to get to safety. But Cain tells everyone else to get to safety, exclaiming that he is going to take this ride, and to look out for Nocturne if they survive. ‘And if you don’t?’ he is asked. With a tear in his eye, Cain exclaims that he might then be able to see Sammy again, and show Sammy that he is a hero too.
Exodus screams as he, Dominic, Juggernaut, Mammomax and Black Tom with Nocturne inside of him are all sucked into the black hole of Xorn’s mind. Alex calls to Cain, Cain just tells Alex to be good. With that, there is a loud SSSSHHHH as everyone is sucked inside, and a FWOOOMF as Xorn manages to put his helmet back on. Polaris flies everyone over to Xorn as Mindee reveals that she is not getting any mental residual from Juggernaut, Nocturne or anyone. Havok asks Xorn if he is all right, to which Shen replies that he is not all right, as he is not sure what happened to the people who just entered his black hole.
Xorn tells Havok that he will need some time alone, away from the Institute to meditate on the immensity of his actions, if Havok finds it acceptable. Havok replies that it is as Bobby asks where it is that they were all sucked to, and if they are dead, or whether or not they can get them all back. Xorn does not reply.
Jean-Paul approaches Alex and tells him that there is something he should know about Annie. Before Northstar can informs Havok what that is, Alex surprises the former Alphan by revealing that he already knows Annie has left and is not coming back. Jean-Paul asks Alex what he intends to do about it, to which Havok declares that he intends to make sure Wolverine has dealt with the last of the ‘new and not so improved Brotherhood’.
Havok, Northstar and Iceman locate Wolverine and find him lying on the ground. Logan raises an arm after Havok calls to him. Jean-Paul exclaims that Logan is alive, too which Logan exclaims that it surprises even him. Alex asks where Sabretooth is, to which Wolverine grins and replies that Sabretooth is spread around here. ‘Let’s just say he’s feeding the plants and leave it at that’.
Meanwhile and elsewhere, Annie Ghazikhanian is driving her car mentions to Carter, her son, that he is awfully quiet in the back seat, and asks him if he is doing ok. Carter replies that he is just playing with a friend, to which his mother asks him if he has an imaginary friend now. Carter smiles and tells his mother that his friend is a she, and grins wickedly as he declares that she is not imaginary. A pair of eyes glow in the back seat next to Carter.