In Genosha, Magneto confronts X-Men Team Blue (Cyclops, Wolverine, Rogue, Psylocke, Beast, and Gambit) and tells them to turn the Acolytes over to him, so that he can punish them as he sees fit on his base, Asteroid M. Cyclops refuses, wanting to turn them over to civil authorities in Genosha. Magneto attemps to take them by force. In the ensuing battle, Cortez amplifies Psylocke's mind-reading capabilities so that she is in contact with evey mind on the island. The unbearable stress knocks Psylocke almost unconcious, and she is beaten by a mob of mutant-hating Genoshans until Beast saves her. Magneto binds Cyclops and Wolverine with metal cables and asks the X-Men to surrender.
Val Cooper, Nick Ffury and a russian official by the name of Alexyev discuss the situation, they fear it could turn into a full scaled war. Chief Magistrate Anderson calls them via video link. The island is defenseless after the limitations put on them after the X-Tinction Agenda and they desperately need help to deal with Magneto.
Meanwhile, Professor X decides to check on Moira MacTaggert, who ran in a panic to the lakehouse when she heard about Magneto's return to terrorist status.
Back in Genosha, Psylocke uses her enhanced powers to break through Magneto's defences while Rogue distracts him. The two are on the verge of defeating him when they, Beast, and Gambit are frozen in a transitory statue state by the Acolyte Chrome. Magneto, his minions, and his captives then go to Asteroid M. Once there, Cortez tells Magneto that when he healed him, he sensed a difference between the genetic codes stored in Magneto's computer files and those actually in his body.
Xavier and Moira are talking in the lakehouse when Magneto drops down and lifts the entire structure upwards, surrounding it with a magnetic bubble. Forge and Banshee see it rocketing into the sky. In the lakehouse, Magneto tells Moira to tell him anything she is hiding from him about him. She only agrees to when he threatens to kill Xavier. Having arrived on Asteroid M, she reveales that she attempted to change Magneto's mind when he was in her care (after he was turned into a baby in Defenders #16), by modifying some genes responsible for a possible instability in Magneto‘s central nervous system. An enraged Magneto asks how she dared to change the core of his very being, how can he now know which choices were rteally his and which influenced by her tampering. He then forces her to duplicate the process on X-Men Team Blue, to ensure their loyalty to him.
A Russian general turns over something named "Omega" to Matsu‘o Tsurayaba, who promptly has the sellout killed.
Aboard Asteroid X, the X-Men go into the cell where Xavier is being kept and tell him that they have joined Magneto.
In the Danger Room back at the X-mansion, Team Gold (Storm, Iceman, Colossus, Forge, Banshee, Archangel, and Phoenix) have run various simulations, but can not find a way to defeat Magneto, the Acolytes, and Team Blue all at the same time. Then, a special message from Nick Fury of S.H.I.E.L.D. comes in: the Russians have armed a plasma cannon, which is travelling to Asteroid M to destroy it. Team Gold can think of no alternative but to go try to get everyone off the station, before it is destroyed.