In the heart of a supposedly uninhabited volcanic island twenty members of the Hand approach a hibernation chamber and lay their hands on the man inside giving their lives voluntarily so that Omega Red can live. Although Omega Red kills the five scientists also after he is awakened with their deaths being involuntarily. Matsu‘o Tsurayaba is standing behind a protective glass wall telling Omega Red that it was him who paid to awaken him, wanting to send him after Wolverine, a face Omega Red recognizes from his past.
Meanwhile at the Xavier Institute Wolverine and Rogue are facing Jubilee and Gambit in a non-mutant power game of basketball. Gambit’s team seems to be winning, when Rogue flies up to block one of Gambit’s baskets. Jubilee accuses Rogue of using her powers, but she replies that natural agility might be part of Gambit’s powers and they could never know if he is using it or not. Gambit then tries for a basket again to find that Wolverine has cut the pole, and causes Gambit to miss. Gambit decides that that’s okay because now that the rule has been broken its time to play some real basketball, as Gambit charges up the basketball with his mutant power.
Moira is having a dream of her younger self, playing and chasing after her son Kevin. When Kevin falls of a cliff, she reaches out to grab her son, but grabs hold of the adult Magneto’s arm instead. He screams that she needn’t try to save him, because she’s not only doomed him, but her with him. As Moira falls from the cliff with Magneto, shadow figures grab Moira and pull her back up revealing themselves as dark versions of Cyclops and Magneto saying how they were her friends that she had betrayed.
Banshee, Cyclops, and Xavier open the door to find Moira screaming NOOOO. Banshee tries to comfort her, but with his jaw broken Xavier uses his mental powers to provide a mind-bridge “between the three of them and Moira.” The three try to talk Moira out of leaving the mansion, when Rogue comes crashing through the wall after Gambit had thrown a charged basketball at her. Rogue starts a curse: „ You dirty rotten son of a...“ and Moira runs out of the room crying with Banshee chasing after her.
In Berlin Matsu‘o Tsurayaba walks in to the office of Fenris to give them a report on what happened with Omega Red. It seems that they are all after the leadership of the Upstarts and that’s why they awakened Omega Red.
Back at the Xavier’s Institute, Gambit tries to claim his award for winning the basketball game and get a kiss from Rogue. Rogue takes a swing at Gambit and tells him not to try that again because he knows she can’t have skin to skin contact without absorbing that person’s abilities and memories. Jubilee says that the old people, meaning Rogue and Wolverine, never stood a chance against them. Wolverine agrees and as he walks away he throws the basketball behind his head and makes the basket saying that he needed more motivation “like maybe a case of brew.”
In the research room of Xavier’s Mansion, Moira watches Magneto’s face, on the about one hundred monitors in the room. Banshee tries to convince her she’s just overreacting, as she is crying about her being responsible for what happened to Magneto. Banshee tries to comfort her, while trying to convince her to not leave the X-Men.
Gambit and Rogue are going out on a date on Gambit’s bike and Wolverine, Beast, and Jubilee decide to go with them in a jeep.
Banshee, Cyclops, and Xavier try to talk Moira out of leaving the Institute to no avail and she gets in a taxi and drives away leaving Banshee behind.
Gambit tries to lose the Jeep and doesn’t notice a tripwire across the road till its to late; he ducks the wire, but Rogue gets knocked off the bike as one of the Hand members shoots a laser from his eye blowing up Gambit’s bike. Omega Red knocks Gambit and Rogue out with his death spores from his tentacles and the Hand distracts Beast into driving the jeep into a tree exploding the jeep. The three come out of the fire, to the surprise of the Hand and fight their attackers till Omega Red, who is not seen by the three X-Men, yet releases his death spores and Beast and Jubilee faint. Wolverine remembers the scent from his past as Omega Red grabs him with his tentacles. Wolverine then passes out also.
Moira’s taxi drives by an ambulance taking care of what looks like a bad accident (really it’s the Hand in disguise taking the X-Men hostage) and the driver asks if she doesn’t want to stop and help. Moira says no, to drive on, she doesn’t want to get “involved” she just wants to “get away from there.”