Xavier claims Shadowcat is a traitor to the X-Men and tells the “X-Men” to attack her. Shadowcat phases through the floor to the sewers and is asked for help by an unseen person.
In the swamps, the Blackbird has crashed, never to fly again. Colossus rips a hole in the side so the team can get out. Nightcrawler is injured. There is much tension between Wolverine and Colossus because Wolverine has still not forgiven Colossus for joining Magneto’s Acolytes. Storm gets them to be peaceful. Rogue has landed some place else and is barely conscious when an alligator attacks her. Luckily, Marrow comes to the rescue.
The reporter Paula Reinman reports that the launch is still scheduled for today, despite the observed crash of the X-Men’s Blackbird. Inside a mission control room, a scientist and military general discuss why the real purpose of the Benassi Rocket, the complete destruction of mutantkind, must be kept secret from normal humans.
Underground, the person who asked Shadowcat for help turns out to be Dr. Corbeau. He informs Shadowcat that it is not the Professor. Just as he is about to tell her what the false Xavier is planning, the false “X-Men” find them. Dr. Corbeau tells Shadowcat to leave him, and that the satellite must not launch, but must not be destroyed. He says that if the false X-Men reach it first then millions will die. Shadowcat and Dr. Corbeau escape by phasing through the wall.
Back in the swamp, Wolverine is taking care of the sick Nightcrawler and Colossus helps Marrow by pulling out one of her broken bones that she could not reach herself. It’s painful, but she needs to make room for new ones to grow. Storm and Rogue still have not recovered their powers after the Grey King dampened them. Wolverine says they must move on, but is met with resistance from Marrow, arguing they’re too weak as a team. Storm pulls them together and they head off.
At a copy store, Shadowcat phases through the floor and sends a message to G.W. Bridge of S.H.I.E.L.D., which read, “Corbeau safe, impostor X-Men to attack benassi rocket in a.m. must send troops!” The message is intercepted and destroyed by the fake Xavier.
The X-Men finally make their way out of the swamp and have Cape Citadel in sight. At the same time, Shadowcat phases in to a control room and tries to hack into the satellite’s system to find out what it does. Chaos and Landslide interrupt her, but the real X-Men arrive just in time. Rapture and Mercury hold the workers in the command center hostage while Crux and the Grey King take on the task of getting inside the rocket. The Grey King is just about to do so as Chaos and Landslide fly into them, hurled by the X-Men, who are ready to fight. While the two teams of X-Men fight a ferocious battle outside, mission command decides to do an emergency launch. Xavier stops them however. Xavier then proceeds outside to tell the X-Men everything about the Benassi Rocket. Xavier says that the Benassi Rocket is the last piece the Mutant Defense Net. Instead of the ultimate mutant genocide, Xavier whishes to use it to catalogue all mutants. After using his super sense of smell, Wolverine determines that this is not the real Xavier. Xavier comes out of his wheelchair, revealing himself as a blue, cosmic-looking figure claiming to be the ultimate extension of Charles Xavier’s most noble designs. The Grey King rips a hole in the hull of the spacecraft and Xavier gets aboard, while psychically ordering the controllers to launch the rocket.
Shadowcat phases the entire team through the ground just in time to save them from being incinerated by the rocket launch. Rogue decides that if she absorbs the powers of Colossus, Wolverine, and Nightcrawler, she will be able to stop the rocket. The rest of the X-Men take on the fake X-Men while Rogue goes after the rocket. Using a fastball special, Wolverine is able to make the Grey King drop the satellite. Rogue guide the shuttle safely into the ocean while Shadowcat phases through the satellite, destroying it. Xavier seemingly vanishes as the X-Men fly home in the Blackbird. As the X-men return home, the government comes out to the public about the true purpose of the Benassi Rocket.
Xavier meets the false X-Men in the swamps of Florida. He assimilates them into himself and then takes on a new form. This form resembles a robot and calls itself Cerebro.