The Solomon R. Guggenheim Museum in New York City is arguably one of the culturally richest places in the world. Built by Frank Lloyd Wright, the building has a collection of the world’s greatest masterpieces in modern art and design. Today, however, the building is marked by blood, as a car races out of control and slams into a car already on its side outside the Guggenheim. The car flips into the air and crashes into the side of a cargo truck, which explodes.
Inside the building, the insanity is worse. As a taxi crashes through the front window, the people inside the Guggenheim continue to beat each other senseless using paintings, sculptures or whatever else they can find as weapons. A man runs across the ground floor in search of Toto, who needs help because the Scarecrow is on fire again. Behind him, another man wearing a ballerina outfit runs right after him with a shovel screaming several made-up words, which he claims means “I love you.” He nears the man looking for Toto, who screams that he cannot bleed, because red clashes with his outfit. That is the last thing he says as he is bludgeoned to death.
In the Psionic Plane, the Shadow King drives his long fingernails into the minds of people all around the world. He screams at the people of Earth to rain anguish and chaos upon one another and to flood the Earth with misery so he can rule a world of madness. He then crushes all the psionic minds in front of him in between his hands and asks his audience if she thinks that all that suffering was glorious. The discombobulated being next to him, Psylocke, utters a horrific sound. The Shadow King tells her not to embarrass him with all her praise, because he couldn’t have succeeded without her help. He can only imagine how much torment she feels right now. It is bad enough that her psychic form has been contorted, but to know that she is responsible for helping him ascend to domination in both the mental and physical world must be quite painful. The pulse she created devastated the minds of all unshielded telepaths, which essentially means any and all opposition to him on the psionic plane is gone.
As he grabs her form by her hair, the Shadow King guesses that Psylocke is wondering how he could have pulled this all off. He tells Betsy that he used preparation, perseverance and patience, all of whish she lacks. She probably remembers his embarrassing defeat at Muir Island, where they thought he was dead. However, as long as one dark thought exists in man, he can live. He went into…hibernation, for the lack of a better word. He hid from Xavier in useless host bodies until his strength returned. Then came the breakdown: Onslaught. The dissolution of Xavier’s mind left the Psionic Plane without its guardian. Only Xavier could have sensed his plans and with him gone the Shadow King made his move.
He knew of Ainet after gleaning through Storm’s thoughts the last time they met. He then picked through Ainet’s mind and created the ruse of Ananasi from a childhood legend. He used the form to strike fear in her and her people. Once he took their minds and arranged them in that distinct grid pattern, he had Ainet send for Storm, who would surely bring the X-Men and at least one foolish telepath for him to trick. Psylocke cries a black tear as she realizes what she has done. Shadow King tells her that he would stay and watch her crumble to dust, but he has X-Men to corrupt, for even a god like himself needs apostles. He bids her farewell forever as he teleports away. Psylocke turns to stone and then falls apart.
Elsewhere in the Psionic Plane, Marrow starts to scratch on her face. Suddenly, she begins to panic, as she realizes that something is wrong with her face. At that moment, countless bone spikes pop out spontaneously from all over Marrow’s body, but much more overgrown than before. Marrow collapses in pain and asks why this is happening. Maggott turns to the Shadow King and asks Ananasi why he is doing this. Maggott warns him to turn Marrow back to normal. The Shadow King tells Maggott to watch his mouth, as ladies are present. He also adds that, when he is out of his union suit, they should call him the Shadow King.
Annoyed, Cecilia tells him that she doesn’t care what he wants to be called. How could he be so cruel? Doesn’t he know how much pain Marrow is in? Marrow starts to tell Cecilia not to fight her battles for her, but the Shadow King suddenly becomes serious and tells her that he knows what kind of pain each one of them suffers and he wants it abolished as easily as he treated Marrow earlier. He can help them all, if they turn their back on their true enemies, the X-Men and pledge their allegiance to him.
Cecelia, tough as nails, asks if the Shadow King is projecting now. Hanging out with the X-Men may be a pain, but they are good people and definitely not their enemies. The Shadow King asks Cecilia if these are the “good” people who dragged her out of her normal life, even after she told them she wanted nothing to do with Xavier’s school. Was it “good” people who tried to kill Marrow and still plot her end? Would “good” people still harbor suspicions about Maggott, even after he bared his soul to them? Cecilia stutters that he is just saying that to trick them.
Right, says the Shadow King, maybe she should say that one more time, but with more confidence. The X-Men offer them nothing but more pain, but he can turn their dreams into realities. The Shadow King creates three psychic images in front of the three X-Men. The first image is of Cecilia, as a surgeon. The Shadow King asks her what she would give to have her hands back to saving lives instead of fighting for Xavier’s dream. He can get her an operating room and the knowledge of the world’s preeminent surgeons. Next is an image of Maggott, dressed in blue and red spandex with a cape and a large “M” on his chest. The Shadow King offers to teach Maggott to control his powers more and control the beasts that plague him day and night. He can be the champion he desires. Finally, there is an image of Sarah, pretty and with a boy who admires her. The Shadow King asks her if she does not want to walk among the upworlders, as is her birthright, but also to be pretty and to be loved.
The images disappear and the Shadow King explains that these are not like the empty promises the X-Men offer them. He can give them all they desire and create the lives they struggled for and have already earned, though they have had it taken away from them. All he wants is their allegiance. The Shadow King then orders them to discuss. The three X-Men are still in awe over what the Shadow King showed them and think about what they could be.
Cecilia turns to the Shadow King and asks if, with a big emphasis on “if”… if they were to accept his offer, what would happen to the other X-Men. Shadow King tells her that the others would hardly show her the same concern, but Cecilia dismisses his lie and tells him that she is curious. The Shadow King explains that he will try to help the X-Men overcome their own personal troubles. Cannonball would get his long time wish to bond with his father. Wolverine, who they already saw, would be stripped of his bestial nature until the man underneath is found. Storm already is undergoing some therapy for her claustrophobia and is making wonderful progress.
Back at the psionic grid, where the Shadow King placed the villagers, a melody resonates from the minds of Storm’s people. Unfortunately there is nothing to hear the tune except for the broken remains of the dead psychic form of Psylocke. However, there is something new. Out of the darkness comes a woman whose body is totally black, like the darkness. Her eyes glow orange, with her left eye covered by the distinguishing mark of the Crimson Dawn. She is Elizabeth Braddock a.k.a. Psylocke. Betsy asks God what has happened to her, as she realizes that she should have been dead after being at the center of the pulse. For all she has done she wishes she was dead. Yet she is alive, or she thinks so at least. This is not how she should display in the Psionic Plane. All she feels is darkness, as if she were a shadow. Is this the Shadow King’s idea of twisted humor? No, it was the Crimson Dawn, Betsy realizes. The arcane energy that saved her before has done so again, but at what price? A voice calls out to Betsy, who sees that it belongs to Ainet. Psylocke is surprised to see that all the villagers are alive. Ainet comments that she is alive for now, but Betsy needs to stop the beast.
Psylocke asks how she can do so when she caused all this misery. It is all her fault. Ainet reminds Betsy that they all make mistakes. However, they rarely get the chance to set things right. How, questions Psylocke again. Ainet shows Betsy a chain that leads right into her chest and explains that this is the connection to her beloved Ororo. She can follow it to her friend. She cannot, says Betsy, but at least not alone. With that said, Psylocke’s shadows form into tentacles and grab onto Ainet, who is surprised that she can command the shadows.
Suddenly, Ainet is free, but is totally black as the darkness like Psylocke. Ainet, worried, asks what happened to her. Psylocke apologizes for scaring her. Her avatar has abilities she has yet to understand, but somehow this darkness shields them from detection by the Shadow King. It she weren’t so terrified, she would think it was ironic. The two follow the chain and Ainet informs Betsy that she can feel that Ororo is in pain. The two reach a swirl of clouds and lightning, which is where the chain leads. Ainet explains that it seems to be a prison; a perpetual nightmare that Storm is locked in. Ainet asks if they can reach her. Betsy tells her that they can try, as they leap into the clouds. They can try and they can pray that they aren’t too late.
In the corporeal world, an interesting proposition is brought forward at the United Nations building in New York. Inside, a delegate with a red mark painted on his forward proposes resolution twenty-two, which calls for renaming the United Nations the “House that Dripped Blood.” He tells all who oppose to die and ends his speech by screaming “Long Live Luxembourg!” The Shadow King watches all of this and comments again on how glorious it all is. He never imagined he could influence so many minds at the same time, but, with Xavier and the world’s telepaths gone, he can now possibly command all the minds on Earth. However, he would mass chaos first and then experimentation later. On cue, another ambassador announces that he is on the phone with a man whose thumb rests on the button that sends the missiles. If he doesn’t get a pastrami and jelly on seedless rye without any crust, then Paris will be a crater.
Back in the Psionic Plane, the tiny avatars of Ainet and Psylocke find Storm. Ainet sees how much torture she is in and reminds Betsy that Ororo was buried alive during a bombing raid in Egypt. She was trapped for days with her dead parents. Psylocke tells Ainet that the Shadow King has thrown Ororo into a fugue state and is paralyzing her with her deepest fears. Ainet calls out to Storm and tells her that she knows that she is frightened, but it is only magic, like the tricks that she performs. Storm has nothing to fear. In between the mountain of skulls and bones, a little girl walks out and says that she has to fear. Ainet realizes that the child is Storm. The child Storm tells Ainet that the monsters will crush her if she leaves. Ainet tells her that they will leave together, but the child tells her that this is her punishment and that she cannot go. She has to be punished when she does bad things. Right, Elizabeth? Psylocke thinks that it is true. You must be punished for bad things, such as falling pretty to her own pride or betraying her loved ones through hubris.
Ainet asks the young girl what she has done. The child Storm tells her that her parents were dying and she was too small to help them. They were so still in the dark. She doesn’t like the dark anymore. Storm then shows Ainet an image of herself ripping out Marrow’s heart and admits that she did so because she could not help the sick girl. Ainet is horrified to learn this. Storm continues and explains that she got her friends tricked by the Shadow King. They trusted her and she failed them. That is why she must stay and be punished.
Ainet tells the child that this is not how she should make amends. She is sinking in her own guilt. That is not the Storm she knows. Ainet asks Psylocke if she can project her thoughts into images like the Shadow King has. Betsy says that she thinks so and, in seconds, her signature psionic butterfly appears from Ainet’s eyes. Ainet recalls the time that Ororo had first learned to use her powers. She was still naïve, but the village was suffering from a drought and she called down the rain for days to save them. However, by doing so, she ruined the balance and, where the clouds once would have rained, there was nothing but drought. Hundreds of animals died, but she was not bad. She was just misguided. She was driven to make amends and she spent the next days repairing the damage she made. She made a mistake as a child, but finding the courage and strength to repair the damage made her into a woman.
As Ainet and Storm hug, Psylocke thinks about Ainet’s words. Storm admits that she wants to leave this place. As the bones crumble to dust, Ainet tells her that they shall. When the two pull away, Storm is no longer a child and back to her normal form. Storm thanks Ainet, but the woman tells Storm that she alone does not deserve thanks. Storm approaches Psylocke, who tells her immediately that she is sorry for the mess and doesn’t expect forgiveness. Storm tells Psylocke that they are and will always be friends. Psylocke thanks her and swears to make amends, for she already has a plan. Storm asks what the plan is, as Psylocke uses her new powers to cover Storm in her shadows as she did with Ainet.
Moments later, the Shadow King returns to Cecilia, Maggott and Marrow and asks if they are ready to make a deal. All they have to do is say, “Hurt me, daddy.” As the Shadow King uses his powers to begin corrupting the X-Men, Psylocke appears behind him and orders him to stop immediately. The Shadow King is surprised to see Betsy, who he thought was brain dead and buried at the site of the pulse. Psylocke simply tells him that she got better, to which the Shadow King replies that it may be so, but she is not smarter. She no longer has the element of surprise. She is at his mercy. However, he will give her one thing. She looks quite ravishing draped in darkness. The Shadow King caresses her cheek, which feels like maggots crawling under her skin. She concentrates harder; for she knows that if she loses concentration Storm and Ainet will be caught.
As the Shadow King tells Psylocke that he hasn’t been this surprised since he underestimated a balding American, two shadows move quickly across the darkness, unnoticed. Psylocke tells the Shadow King to be surprised again, for he will be destroyed. As the Shadow King runs his finger down Betsy’s chest, he tells her that he has won. She is too late and she should consider joining him rather than fight. With his powers, he dresses Psylocke in an elegant red, gold and white garb and tells her that she can be his Dark Queen. It isn’t glamorous as being and unappreciated, redundant, overlooked X-Man, but it beats a death by mind wipe. Psylocke looks at herself in awe and asks the Shadow King if he could really make her a queen.
Storm and Ainet approach the three newly corrupt X-Men, who glare menacingly at Psylocke. Storm prays that Psylocke can control her powers long enough for them to defeat the Shadow King. She touches Marrow and, suddenly, the three X-Men are purged of their darkness. Maggott asks what is going on, as Cecilia tells Storm that she is so sorry. Psylocke shushes them and tells them to wait for Psylocke’s signal, then strike. Marrow, however, tells her that she has waited long enough. She wants the Shadow King to hurt. At the same time, Psylocke rips off her new outfit and tells the Shadow King that he is lying. He could never make her something that… special. The Shadow King tells Psylocke that she wishes he could. She yearns to have that power and influence. He will show her how strong he is and she will beg him to give her what she desires when he reaches out and devours every mind on Earth at once.
Elsewhere, Marrow suddenly finds herself in a mine, thinking of how as soon as Storm touched her she felt a calling to this place. She calls out hello and hears a familiar voice yelling for his father to stop. She follows the tunnel and finds Cannonball on the ground, as his father is about to kill him with a mining pick. Marrow screams at his father and leaps at him.
Shadow King continues to boast about his power when, suddenly, he senses that Marrow is with Cannonball. He asks Psylocke how she freed him. Psylocke curses herself for not being able to keep them all covered for long. She blinds the Shadow King with light and tells the X-Men to stay back. They will not ruin this for her. Storm asks her what they should do. Psylocke tells her that she will get the power she deserves and will not be their plaything anymore! Storm asks Psylocke what she is talking about, but Psylocke bids her be gone. With that said she sends Storm, Ainet, Cecilia and Maggott back to the corporeal world. Maggott gets up and asks Storm if Betsy meant to do that.
In the Psionic Plane, the Shadow King asks Psylocke if she thought he would so easily fall for her tricks. Throwing her comrades back to the real world is no proof of her belief in him. Instead, she is now alone as the wretched weak thing she is. She will observe as he infects the collective subconscious of all of humanity. The Shadow King then reaches out and drives his influence through the minds of the people of Earth, one group at a time. He knows Psylocke can feel them. She knows he can pick apart their memories, nerves and thoughts, one by one. The Shadow King forms whips from his body, which reach out everywhere and infect the minds of the realm.
Psylocke is restrained by his whips. She realizes that he is touching everyone everywhere. She is so close to the sensation. Saints protect her; the sensation is intoxicating her. She wants that power! However, the Shadow King wants it too at any cost. His thirst is causing him to stretch himself beyond his limits and he is lost in his rapture. That is what she hopes. Rain one on area and that means there is a drought on another. She forms a shadow and sends it towards the Shadow King, who claims that he is a god. As the Shadow King’s body becomes thinner and thinner as more whips are created out of his mass, Psylocke realizes that she has him. The shadow reaches undetected towards the Shadow King’s now revealed nexus point, which is a pink orb. The shadow leeches onto his soul. Even the most rudimentary telepath knows that, at all cost, the nexus must be protected.
The Shadow King screams in pain and asks her what is happening. As the Shadow King loses his grip on all the minds he took, the people of the real world regain their sanity and senses. The enraged King tells Psylocke that she is too insignificant to stop him. As he begins to crush her with his whips, she tells him that he is one mind controlled by greed and one mind cannot poison millions without leaving himself open. The Shadow King tells her that it wasn’t supposed to end this way, to which Betsy admits it is true. Usually it ends with a blast of her “focused totality of my telepathic power,” but that is a trick that got old real fast. This solution is more elegant, like her.
The Shadow King begins to be dissolved in the shadow, as he tells her that she cannot contain him. She tells him that she is only containing his soul and that the rest of him will disappear into nothing after being cut from its source. The King reminds her that she cannot hold him forever. She is one mind as well and it will keep the total focus of her powers to stop him. As his face disappears from existence, he tells her that the instant she uses her telepathy again the barrier will be weakened and he will be free. Psylocke admits that it is probably true, which means retirement for her. It will be a worthy sacrifice, though. She will be warm at night knowing he is locked up in the shadows of the psi-plane. As the Shadow King disappears, Betsy is left with his nexus and tells him that he will be haunted with the knowledge that he was defeated by “one insignificant X-Man.” On the plus side, though, he looks quite ravishing entombed in darkness.
Psylocke then leaves the Psionic Plan for the last time and locks the door behind her. “Say goodnight, Gracie,” says Psylocke, as she wakes up in the corporeal world, “Goodnight.” As Cannonball rises from the sand, Cecilia orders that anyone who is well enough to stand is able to lend a hand. She decides that the hut to her left will be the triage center. The worst villagers will be taken there. Also, someone needs to find her some water. Psylocke observes that everyone is coming too. It will be a while before they know of the long term affects, but at least the worst is over. As Psylocke strides off, Cannonball finds Marrow and thanks her for saving him. That was fancy fighting she displayed, especially the way she ripped his dad to shreds. He just wanted to say… Suddenly, Marrow turns around angry and tells him not to expect her to watch his back every time they go out. Next time he isn’t careful, he might lose his head. Cannonball weakly thanks her. Marrow turns around, smiles and thinks about how smooth she was. Yes, he is definitely into her.
Maggott asks if anyone has seen Wolverine. Sitting in a dark window is Wolverine, who tells Maggott he is there. He hid himself on purpose, because he needs to collect himself. Maggott asks if he is okay. Wolverine pauses, and then says no, but he will be. Maggott just needs to give him a few. Nearby, Marrow picks up an unconscious villager by his arms and raises him. Cecilia screams that he is a patient and not meat. Storm approaches Psylocke and asks her if she is all right. Never better, says Betsy, they beat the bad guy. She did, says Storm. Betsy supposes that she did and she got him good too.
She pauses, and then tells Storm that her telepathy is gone. She had to shut down in order to contain the Shadow King. Everything is so quiet in her head. Storm is saddened by the sacrifice, but Betsy admits that she would do it again if it meant keeping him in check. However, she doesn’t know what kind of X-Man she can be without her telepathy. Ainet tells her that every end is a beginning. She will always be a warrior, but will just fight on a different battle ground. Storm tells Psylocke that even without her powers she represents what is best in all X-Men. She will always be an X-Man. As the two women hug, Betsy is unable to find the words to express her happiness and simply thanks Storm for the acceptance she has always longed for.