‘Soon as I get out of this rig, sugar - and it will be soon - I’m gonna make you wish your mama and your poppa never even liked each other!’ exclaims the X-Men leader Rogue, stuck in a rather unpleasant looking contraption. ‘Was that meant to be intimidating, Rogue?’ The scientist known as Turlow asks dryly as she prepares the contraption. ‘It was meant as fair warning!’ Rogue replies. Turlow replies that she would be more impressed if the restrain frame that Rogue is trapped in didn’t drain away her energy powers and leave her helpless. Turlow looks at Rogue and tells her that, to be honest, she has never understood Pandemic’s obsession with her, as he has already duplicated her power.
‘And that aside, what are you?’ Turlow asks, before answering the question herself: ‘A coarse-grained Southern inbreed with a backwoods mouth’. Turlow is about to say something else when Pan comes up behind her and informs her that he has incapacitated three of the X-Men, so he wants her to go and supervise their dissection. Head hanging low, Turlow replies that she can help him here, but Pan orders her to go. Leaving the lab, Turlow is unaware that out in the corridor, Raven “Mystique” Darkholme is waiting for her, clinging to the roof above her.
Back in the lab, Pan points out that just the two of them are left. ‘A moment I’ve very much been looking forward to!’ he exclaims, telling Rogue that she was his inspiration, his model, back when he was human. ‘So what went wrong?’ Rogue replies. Pan explains that, ultimately, many things went wrong. He remarks that when Xavier brought her to him, when he realizes what it was she did, it made him sick with excitement, he couldn’t eat or sleep. He explains that it wasn’t about the powers though, they are a side effect, useful, but not really relevant. He declares that he didn’t go far enough, only copying part of Rogue’s precious gift, but not the part he wanted - needed - the most. A device with several large needles on it is shoved in front of Rogue, and Pan tells her to make her peace, ‘The cavalry isn’t coming!’
Elsewhere in the complex, a group of scientists are shocked as something - or someone falls, hard, from the sky, crashing through their building and landing near their work stations. One of the scientists suggests they stay away from him, as they need to call security. ‘You’re kidding, right? What we need is a garbage detail!’ another scientist exclaims. Another motions to all the damage, and staring down in the hole where their mysterious visitor has fallen, begins to say ‘This guy’s basically just a sack of broken -’ suddenly, the man finds himself very much dead, as the deadly Victor Creed, better known as Sabretooth lumbers out of the hole, asking where he is, ’Spit it out!’ he exclaims.
He holds a scientist up against the wall with his powerful hands against the defenceless man’s neck, ‘I said spit it out. You don’t wanna sour my mood, do you?’ Creed snarls. The scientist replies that this is a research lab, in Calcutta, to which Creed replies ‘Good start’ and asks where the exit it - only to find himself smashed against the floor by a trio of deformed creatures known as Plague Dogs. One of the creatures tells Sabretooth that this encounter was inevitable. ‘Yeah? And who the Hell are you?’ Creed replies. ‘We are Plague Dogs. The river of flesh. We merge and part and flow. We can’t be hurt!’ the creature exclaims. ‘We’ll see about that!’ Creed replies.
Orbiting Earth is the Conquistador, headquarters to Rogue’s squad of X-Men. Sam “Cannonball” Guthrie asks his long-time friend and leader Nathan “Cable” Summers if they are slowing down a bit. Cable replies that he is hitting the retros, using his force field and pushing back as hard as he can. Cannonball points out that they are going to run out of atmosphere in about thirty seconds. Nathan replies that It doesn’t matter and explains that he is piling on the pressure, for if Pandemic is concentrating all his efforts on pushing the Conquistador into orbit, hopefully his teleport shield will weaken. ‘Everyone’s got limits!’ Cable remarks, before he begins to teleport, telling Sam that he will see him “dirt-side”. Sam puts on his goggles and jokes that someone else can turn out the lights, before he blasts out of the Conquistador, and heads back towards Earth.
Back in Calcutta, Turlow enters a room and asks what is going on. A scientist of some sort stands over Regan Wyngarde’s unmoving body and replies that they are just following orders, that Pandemic said the X-Men had to be dissected and stored. Towards the back of the room are an unmoving Bobby “Iceman” Drake, and a mangled Karima Shapandar. Eyeing up Lady Mastermind, the scientist remarks that they are starting with the easy one, to which Turlow grabs a scalpel and asks if the instruments have been properly sterilized. ‘Of course, Doctor. An hour at two hundred Celsius!’ the second scientist replies.
‘Well, that’s good. That’s very good!’ Turlow replies as she slashes the scientists face. ‘You won’t have to worry about blood poisoning at least!’ Turlow adds, before slashing the man’s stomach. Turlow turns to Lady Mastermind, who slowly comes round, ‘Wake up and pull yourself together!’ Turlow exclaims, ‘Grotesque as it sounds - the X-Men need us!’ Mystique declares as she shifts from Turlow’s form into her own.
Meanwhile, Pan has heard the commotion, and realizing he was wrong exclaims that the cavalry is coming, in many shapes and varieties. He tells Rogue that her teammates are thinking so very loudly about their good intentions, but that doesn’t matter. ‘Seven years, Rogue. Seven bloody, agonizing years!’ Pan declares that he has been mixing mutants genes with viral DNA, infecting himself with the results, strain after strain. With the needles very close to her face, Rogue asks Pan what he is talking about, to which the crazed villain replies that he knew how short time was, as he saw the world accelerating towards its ending.
Pan declares that the only way to live forever is to live other people’s lives. ‘Years - decades - of subjective experience stolen through skin contact!’ He proclaims that he wanted to be Rogue, and through her, be everyone else. ‘But all I got was the super powers!’ Pan smiles as he informs Rogue that Strain 88 fixes all of that, and after he has taken it, one touch will be enough. Pan explains that it will be enough to absorb the entirety of another person’s mind and experience, although sadly, erasing the original in the process. The needles begin to poke into Rogue’s body, as Pan remarks that he needed a guinea pig, and could think of only one who met the test criteria…. With that, test tubes begin to fill up with Rogue’s blood.
Three floors below, Cannonball blasts into the complex, greeted by a group of armed soldiers. ‘Glad you made it, Sam!’ Cable exclaims as he fires his massive weapons around the room. Sam blasts around the room, taking down his opponents and replies that it was only a short flight for him, as gravity helped to push him down. One of the soldiers informs his colleagues that he is going to seal and sterilize the room, so he wants them to fall back on corridor C, when suddenly, a soldier next to him screams while being lifted off the ground, then torn to shreds by Sabretooth.
‘You’re not looking so hot, Creed!’ Cannonball remarks as he flies by his teammate. ‘You shot me out of a torpedo tube. And then I went and ate too much!’ Creed replies. The soldiers begin ganging up on Cable, firing at him, but his force field protects him while he goes over to one of the soldiers and shoves him against a wall, ordering him to tell his men to lay down their weapons, pointing out that they are being slaughtered. ‘No way, mutie!’ the soldier replies defiantly. Cable asks the man what Pandemic offered him to make this worth while. ‘Immortality!’ the man replies.
Meanwhile, several soldiers approach Pan and inform him that the X-Men are closing in on this floor, and ask what they should do. ‘What should you do? You should drop that ridiculous cloak - and face me in your true likenesses!’ Pan declares. ‘Very well!’ Mystique replies, signalling for Regan to drop the illusion. Pan looks upon Mystique, Regan and Karima and remarks ‘That’s better. I see the robot repaired itself. Impressive’. Karima replies that she is no robot, and declares that, by any objective criteria, she is more human than he is. ‘More human than me?’ Pan remarks, before declaring ‘Perhaps’ but that humanity was only the harbor he sailed from. ‘It’s far from being my goal!’ he exclaims before unleashing a shockwave against the X-Women and knocking Raven and Regan back.
Karima steps forward and, with one of her arms transformed into a massive weapon, she tells Pan that she doesn’t know whether to pity or despise him, before declaring ‘For me, humanity is…an inspiration!’ Pan unleashes various powers against Karima, who responds by blasting him with her cybernetic weaponry. Pan tells Karima that she is a fool, as life tests the weak to destruction, and she should glory in her uniqueness. ‘Play your advantages to the hilt as I do!’.
Suddenly, Cannonball blasts into the room and smacks into Pan, ‘You a super-villain or a life counsellor, mister?’ Sam asks, before declaring that either way, he thinks their needs are pretty much met. Cable goes over to Rogue and tells her to hang in, as he will have her free in a moment. With very little energy left, Rogue whispers to Cable that he shouldn’t touch her, as the virus gives Pan her power. Pan touches Cannonball’s face and remarks that he has a relatively crude power in most respects, but that it has some useful applications.
Cable fires his weapon at Pan, who declares that he has three hundred super-powers, and seventeen of them involve some form of invulnerability. ‘And you have - a gun. This is descending into a farce!’ Pan exclaims. Cable orders Pan to stand down, or else he swears he will kill him if he has to. ‘Oh, I’m sorry. A gun and a force shield’ Pan remarks sarcastically as Cable puts his force field. Pan touches Cable’s force field, and Cable tells Pan that he is making a mistake. Pan suggests to Cable that he doesn’t struggle, as ideally he would like to preserve most of his organs intact. ‘There’s nothing I hate more than waste!’ Pan declares.
With Pan’s hand over his face, Cable cries ‘Creed! Now!’, and Sabretooth leaps down, but Pan reacts quick and grabs Creed by his throat. ‘I told you I was invulnerable, didn’t I!’ Pan exclaims. ‘Weren’t you listening?’ he asks. Forcing Sabretooth to the ground, Pan mutters that it is scarcely worth the effort of adding Creed’s strength and agility to his power base, ‘Except for the sake of dramatic irony I suppose’. With gasps, Creed remarks that Pan obviously couldn’t resist, and tells him that it must be that whole collector mind-set.
Creed manages to pull Pan’s hand off his throat and declares that he hates to admit it, but Cable had him on that one. ‘What? You cut me!’ Pan exclaims, watching as his body changes. Sabretooth assures him that it will heal up, ‘Cause alongside of all that strength and agility - you just absorbed my healing factor too!’. Pan is shocked, and Creed tells him to try and keep up. ‘You got a virus lets you borrow other people’s powers, right? But then you absorb my power and my power takes out the virus!’ Sabretooth exclaims that this knocks Palance right back down to zero, giving him a clean bill of health. ‘For about the next three seconds!’ he adds, ready to maul Palance, until Rogue calls out to him, declaring that vengeance ought to be hers. She stands before Palance, her cloak covering her body as her uniform has been mostly destroyed.
Creed holds Palance down for Rogue and tells her to go for it, that it should be good for a laugh. ‘No! God, no! Please!’ Palance cries. Rogue looks him right in the eyes, ‘You did something to me. Changed me. You said I was your guinea pig!’ she exclaims, before asking him if he wants to see if it worked, and putting her fingers to his face - but Cable pulls her back before there is any skin-to-skin contact, pointing out that Palance is no threat now. Rogue replies that she knows, and Cable declares that they are not empowered to be judge and jury. ‘No? How about executioner?’ Rogue asks, before collapsing.
‘Oh great. Have I got to do everything around here?’ Lady Mastermind mutters, before going up to Palance and holding a “gun” to his head. ‘BANG!’ Regan exclaims. Palance finds himself in a maze. ‘Where am I? You can’t do this! You can’t do this!’ he shouts as he runs around the maze trying to find a way out.
Karima asks Regan if that is permanent, to which Regan replies ‘I wish’ and that he will come out of it within a month or two. ‘Unless he gets psychosis or something’ she adds. Creed goes over to Lady Mastermind and snarls ‘You don’t smell right, girl’. ‘What? Get out of my face, you freak!’ Regan snaps back. Creed declares that he is serious, that something inside her stinks like it’s dead. ‘You’ll be dead if you don’t back off!’ Regan warns him.
The team all go over to where Mystique is tending to Rogue and Cannonball asks how she is. Raven replies that Rogue is burning up, almost too hot to touch. Lady Mastermind exclaims that Rogue is not safe to touch anyway, not skin-to-skin, as she told Cable earlier. ‘We should leave her here, or we’ll all catch whatever she’s got’. Cable exclaims that he is calling down the Conquistador, to which Karima suggests they get Rogue to Doctor McCoy. Cable declares that her suggestion is not an option, as she won’t last the long. He adds that if what he is reading from Pandemic’s diagnosis is right, then Rogue’s immune system is collapsing. ‘Rogue is dying!’