Psylocke and Gambit are entering the basement of the abandoned State Home for Foundlings in Sage, Nebraska. Betsy feels very sad for Cyclops that he had to grow up in such a lonely place. However Gambit doesn’t want to chat and tells her that he has seen worse places in his life, besides they should stay alert, since they are in the stronghold of one of their deadliest enemies, investigating a hint of Sabretooth, who is not the most trustworthy person.
Linked through Betsy’s telepathy, Rogue and Beast follow their exploits from the Blackbird. Beast, who is the current field leader, asks the two to stop their argument, as it is already difficult enough to sense everything through Betsy’s eyes. The two X-Men find a secret panel that opens a hidden doorway to an Mr. Sinister’s secret underground headquarter, exactly where Sabretooth told them it would be. Psylocke points out that recently Creed has been telling the truth, though they sometimes have been unpleasant and hard to accept. Yet remembering that Rogue has given Gambit the cold shoulder because of something Sabretooth said about her lover, she quickly apologizes to Gambit. Gambit in turn says he is sorry for acting so harsh, he just doesn’t like that Creed is staying at the mansion. From his thoughts Betsy finds that there is more to it, as he is also concerned about New Orleans and his family. She doesn’t want to pry, but she has troubles to adjust to her full telepathy, which has been restored thanks to Revanche’s death.
Once Psylocke and Gambit begin to descend deeper into the lab, they are attacked by the Marauder Riptide. Psylocke is puzzled, not only because she can’t lock onto any mental imprints, but also because he was reported dead. Beast tells them that they should try to keep Riptide until Rogue arrives to help them - her invulnerability would be the perfect shield for his throwing stars. However Gambit says that he doesn’t need to hide behind someone else to handle this threat. He electrocutes Riptide with a non-lethal dose of electricity from his staff, which recently has been modified and upgraded by Forge. As rogue bursts in, Riptide is already lying on the ground, his skin rashing everywhere. Gambit thanks Rogue for her concern, though she coldly answers that she is just doing her job. Psylocke in the meantime investigates some of Riptide’s throwing stars and finds that they are actually organic, apparently hardened resin secreted through his skin.
The three X-Men proceed further into the base and when Gambit overrides a locking sequence, the entire wall before them melts away. On the other side they find the empathic mutant Threnody sitting in a chair. She is connected to hundreds of screens floating in the chamber, and welcomes the X-Men. Though she only knows Rogue, she recognizes them as X-Men and asks if they knew that opening the Tesseract release without proper back-up codes would trigger the internal security measures. Right on cue, several flying robots enter the room, but before they can attack, the robots fall to the ground. Rogue wonders what the heck is going on until Beast enters and explains that he pulled the plug on them.
Beast is happy to see that Threnody has recovered from her previous state. She explains that Sinister has stabilized the plasma build-up in her system, and she has learned to handle the depressions caused by her powers. Rogue asks what the cables attached to her head are for. Turns out that Sinister is using Threnody to control his data system and to scan for legacy infected mutants. From his data banks, Threnody has learned much about mutants, history and science. Gambit warns her that Sinister won’t give away such knowledge for free, but she says that he rarely shows up. She is using him as much as he uses her. Rogue reminds her that it ain’t that simple – should she ever want to leave, Sinister might not let her go. Threnody appreciates the concern, but she knows more than anybody else about Sinister.
To demonstrate, she shows the X-Men a second secret room filled with genetic material of apparently every known mutant. The Beast deduces that it must be cloning material. Psylocke agrees. They have always suspected that Sinister had the means to clone. This explains the recurring appearances of the Marauders despite them being killed in action, like for example Riptide whom they just fought above. Hearing about the battle, Threnody is surprised. She has online access to all systems of the base and did not know of the cloning chambers having been used – apparently a malfunction. The Beast says that this malfunction explains his deteriorating skin, though Threnody says there is another problem. The cloning baths were designed in pairs, and if a Riptide was created his matrix partner was too.
As Rogue asks who that partner is a half-formed Sabretooth attacks. The X-Men are kind of happy to let out their frustration of the real Creed currently living at mansion by fighting his clone, but to their disappointment it falls after only one punch from Rogue. This clone was even in worse condition than Riptide.
Beast says that actually they can to find out if Sinister had any data on the Legacy virus, but now discovered this cloning technology. The X-Men debates whether the lab should be left, because of its potential for good, or destroyed, because of its potential for evil. Threnody solves the dilemma by giving the destruct sequence command herself. The X-Men hurry out of the chamber containing the genetic material, right as it folds upon itself and implodes. Beast is worried about what Sinister will do when he discovers Threnody‘s betrayal, but she says he is gone so much it could be months before he notices. Threnody decides to stay, as she wants to uncover more of Sinister’s secret agendas. Beast and the rest of the X-Men reluctantly leave her behind though her argument to have someone on the inside of Sinister’s operations is too convincing.