The Gold team of the X-Men travel to space in an invisible ship designed by Forge. Storm carries it with her weather powers till the atmosphere is to thin to sustain her winds, and then Jean takes over with her telekinesis to further propel the craft. The ship has no metal part to avoid detection by Magneto, and the X-Men hopes that they can save their teammates in time.
Back on earth, Russia confirms their plans to destroy Asteroid M with a plasma cannon, despite Val Cooper’s and Nick Fury’s concerns. The cannon is already on its way, and so Fury alerts the X-Men that they have to hurry. Phoenix is guided by Professor X towards the Asteroid, and she also discovers that the Blue team have been brainwashed by Magneto into following him. The task won’t be easy.
On Asteroid M, Magneto says he doesn't want Professor X to be turned to his way of thinking, he wants his heart to break as Magneto's did when he found out about Moira MacTaggert's tamperings with his mind. Moira tries to explain her motives, but Magneto creates a skintight metallic suit that covers her from mouth to toe, eyes and nose are still open so that she can breathe, but she can no longer talk. Exhausted, Magneto then collapses from his wounds, and Cortez says he'll heal him once more. Moira understands that their is something wrong with Cortez‘ cures. They wear off more and more quickly leaving Magneto weaker than before, and it seems that Cortez follows some secret agenda.
In the pool area of Asteroid M, Team Blue plays with the Acolytes. There is some attraction between Rogue and Gambit, but suddenly Rogue recognizes that something is wrong. Wolverine thinks that she’ll come to her senses soon, and leaves. Only the Beast recognizes his departure and wonders if he should intervene or not.
Jan uses her last iota of her psi-power to dock the invisible ship to Asteroid M. Xavier can’t help as his psi powers are held in check by some inhibitors. Moira sees the Gold Team‘s approach as well, but she also sees Wolverine recognizing the ship and preparing himself with his claws. Moira is terrified.
Iceman freezes the outer hull and Colossus smashes anentry for Team Gold. Once aboard, they find Professor X, but soon get attacked by Team Blue and the Acolytes. Cyclops takes Jean by surprise, kissing her, but then blasting her with his optic beam. During the battle, Beast joins Team Gold, evidently having overcome the brainwashing. The X-Men keep fighting, and Iceman, Gambit and Psylocke knock each other out. Rogue intercepts an optic blast from Cyclops, she now fully realizes the wrongness of the situation. How can Team Blue side with Magneto against Team Gold ? Her words convince the others, and it’s now the united X-Men against the Acolytes and Magneto who just arrived on the scene. He stops the fight before it fully gets out of hand, wanting only to deal with Xavier himself. Suddenly he collapses and falls to the ground.
Logan arrives with Moira, he had snapped out of the mindcontrol earlier and used his claws to cut her out of the metal suit. Moira explains. Apparently there is a glitch in her genetic conditioning. It reverts when the subject uses his mutant power. That’s why the X-Men remembered their true beliefs and it also prooves that Magneto had been working with the X-Men because of his own choice and not her brainwashing. She goes on that Magneto should check on whom he trusts, for Cortez was nort really healing magneto, he only boosted his power to make him feel better. Magneto refuses to believe it, but then they are witness Cortez having left in the escape pod. He contacts the Asterois, telling that they all will die when the plasma cannon is fired and he will use Magneto’s death to inspire mutants all over the world to follow him.
Right on cue samesaid plasma cannon is fired. Magneto manages to keep his base from being torn apart, but it will go down not before long. The X-Men hurry for the X-wing and offer to take Magneto and the Acolytes with them, but he refuses to be saved. Magneto and the remaining Acolytes stay onboard Asteroid M as the X-Men drag away a emotional Xavier. Before Asteroid M is destroyed, Magneto opens his thoughts to Xavier, and they are thoughts of peace, but pity that the dream is so hard, in Magneto's opinion, impossible, to fulfill.