12.30 AM at the Canadian Ministry of Defense. A red-haired man walks down a long corridor, between Gary Cody, unofficial liaison with the government’s formerly employed super heroes known as Alpha Flight, and a large balding man. The red-head convinces his guest that “they” tested twice as well as the original prototype, but that there is of course room for improvement, and that any price which works for him, works for them - and everyone walks a way a winner. ‘Absolutely,’ declares Gary as his ID card opens a locked storage room. Once inside, the men stand on a platform above rows and rows over high-tech armored suits, and the large man exclaims ‘Perfect’.
Six months later, Scott “Cyclops” Summers of the mutant outlaw super hero team known as the X-Men stands before the grave of his lover, Jean “Phoenix” Grey. He tells Jean that he is not here for her birthday, nor the anniversary of the day they met, but because it is Wednesday, and he misses her. Scott tells Jean he knows what she is saying. “Stop brooding, get on with your life. Try to be happy”. He exclaims that he is still trying. Scott’s teammate, Wolverine a.k.a. Logan, a man who shares a very special connection with Jean walks up behind Scott and tells him he knows he is trying to fill the void. The one Jean left behind - the one that makes the future look like a lonely place that will never get filled. ‘Any suggestions?’ Scott asks. ‘Not a one,’ replies Logan as he lights up a cigarette.
Inside Xavier’s School for Gifted Youngsters, in Westchester, New York, the X-Men’s home. In her attic room / greenhouse, Storm, a.k.a. Ororo Munroe tells Kurt “Nightcrawler” Wagner that change might do not only herself, but the X-Men some good. Hanging from the rafters by his tail, Kurt tells Ororo that he hopes she has thought this through, but that either way, she has earned everyone’s respect. Storm asks Kurt if he doesn’t think he has earned their respect, to which Nightcrawler replies that although he may seem like he is being ridiculous, he sees himself in a different light, and is still asking himself if he contributes to the team.
Storm hands Kurt a rose and tells him that he is being ridiculous now. Kurt thanks Ororo for the pep talk and the flower, asking her if she is certain she wants to part with it. As Nightcrawler begins to teleport away, Storm tells him that it is sometimes good for the soul to let something beautiful go. Kurt fades from view and Storm looks at the single petal she holds in her hand.
Kurt’s teleport sends him to the door of teammate Kitty Pryde’s room, and knocking on the door he tells Kitty that it is almost eight o’clock and asks if she is ready. ‘Two seconds,’ says Kitty as she phases her head through the door. Kurt mocks her that that is what she said ten minutes ago, but Kitty asks for two more ‘eentsy-weentsy seconds…to find the perfect outfit!’ she exclaims as she returns to her room and looks at all her clothes sprawled all over the floor.
Kitty tells her pet dragon that is flying around the room with some of her clothes in his mouth that he is not helping. ‘This makes me look fat.’ ‘Nope, way too Dazzler.’ ‘This isn’t happening! ‘A closet full of clothes and nothing to wear…?’
Kurt bamfs to Piotr “Colossus” Rasputin’s room and asks his Russian teammate if he is ready, as the car is in the drive-way. ‘Two more seconds,’ Colossus calls from behind his door. ‘Puppy love,’ mutters Kurt. Inside his room, Piotr stares at one of his paintings, but tells himself that staring at it will not make the butterflies in his stomach go away. ‘So much for plan A,’ he mutters. The handsome Russian gets up and looks at himself in a mirror, wondering why he is so nervous - perhaps because it is his and Katya’s first date alone? Or is it because he feels like a fool dressed in such fancy clothes? ‘Perhaps no one will notice?’
Kurt opens the door and asks Colossus if he is ready to ‘paint the town red?’ ‘Uh…da,’ replies Piotr as Kurt hands him the rose Storm gave him, before mockingly asking Piotr if the Professor knows he has raided his wardrobe. Colossus tosses the jacket onto the floor.
In one of the living rooms in the mansion, Professor Charles Xavier sits beside a photo of his original X-Men - Cyclops, Marvel Girl, Beast, Iceman and Angel, of whom only Cyclops remains with the team. Charles declares that he ‘doesn’t know’ to which Scott agrees, and points out that even with Nightcrawler taking Kitty and Colossus into Manhattan, he thinks it can get weird at night for someone Kitty’s age. The always reasonable Storm asks the men to consider if Kitty’s life as an X-Man is any less strange, before reminding them that Kitty and Colossus can take care of themselves.
Ororo continues that Kitty and Piotr are children and that youth is meant to be enjoyed, for it is a time of growth and change and not something to be stifled. Storm wishes she could have had this much fun when she was Kitty’s age. ‘I was a kid once,’ mutters Wolverine picking his teeth with one of his adamantinum claws.
As Colossus enters the living room, he asks Kurt why the others are here, and Kurt informs him that they have come to see him and Kitty off on their first date. Nightcrawler asks his teammates how their farm boy looks, and Storm goes over to Piotr, smiles and as she adjusts his tie, she tells him he is very handsome and just in time to greet his date. ‘Taa-daaa!!!’ exclaims Kitty as she walks down the stairs after finally deciding on an outfit. Colossus looks at Kitty and immediately shifts to his metal form, whispering to Kurt that he is a little nervous. ‘wow…you…look…beautiful!’ both Kitty and Colossus say to each other. The young mutant codenamed “Sprite” asks Piotr if he really thinks so, to which Colossus replies that he does, and hands Kitty the flower - which has now become rather crushed. Piotr frowns, but Kitty just smiles.
As Kurt enters the car, Colossus tells the Professor that they will be careful. ‘Says you,’ whispers Kitty’, and as Kurt drives the car with his teammates away, Professor X watches them go, and telepathically says to them ‘come back safe children…’
Meanwhile, in Ottawa, Gary Cody asks his secretary who is busy filing - her nails, not paper - and asks her if they showed up. Grace the secretary replies ‘no sir…well, he did’. Cody pauses understanding who Grace means, and as he enters his office asks her to hold his calls. Entering his office, Gary closes the door behind him, before saying ‘Hello, James’ to the red and white Mapleleaf clad man in his office. Mac turns to Gary as a response as Gary asks the man codenamed Guardian where the rest of Alpha Flight are. ‘Can’t you get your team here?’
Frowning, Mac tells Gary that the rest of Alpha Flight are not interested in what he has to offer, as maybe they have found something better. Gary sarcastically tells Mac that that is ‘great news’ before asking him why he has come. Mac gives a half-smile as he declares ‘Old habits die hard.’ Mac proclaims that even though the Government disbanded Alpha Flight, he will still answer the call when his country needs him - even if the call does come from Gary himself. Referring to their triumphs against the Great Beast Tundra and the Master of the World, Mac boasts that Alpha Flight is tighter than ever before, and that they saved both Canada and the rest of the world, all without the help of the Government.
Gary informs Mac that the “winds of change” are blowing through the Ministry and that there is some talk about reviving both Department H and Alpha Flight. Gary pauses before adding that the details are not clear, but before he can go any further, Mac cuts in and exclaims that the ‘details are never clear’, that it is always red-tape and broken promises. Angry, Mac is about to tell Gary that if he thinks he is going to subject his people to that again - but he stops before going any further, and Gary calmly reminds Mac that he is just the messenger.
Changing the subject, Gary asks how Heather is. Mac is silent before replying that Heather is fine, before turning and opening a large window in the office, informing Cody that Heather is tired of watching her husband being jerked around. Flying out of the window, Mac tells Gary that as soon as he has sorted out those “details” to give him a call, but until then he should keep his grand design to himself.
In Greenwich Village, ‘Mmmm…strawberry!’ mutters Piotr as he rubs his ice-cream covered shirt, while Kitty stands beside him, muttering ‘Omigod! Omigod! Omigod!’ Colossus tells himself that he is so embarrassed, while Kitty thinks to herself that she is sooooo embarrassed. Piotr believes Kitty will think he is a fool, while Kitty supposes Colossus thinks she is a total klutz. ‘Well, that certainly broke the ice,’ Colossus exclaims, as Kitty, holding her ice-cream-less cone points out that she has totally ruined his shirt. ‘But not my night,’ Piotr replies. Kitty tells Colossus how sweet that was, before offering him her sugar cone. Little do the young X-Men know, they are being targeted by someone not too far away.
Colossus points out that it is getting late and declares that Kurt will be expecting them back soon. Kitty tells Piotr that it is such a beautiful night, one could almost think Storm had a hand in it. She tells him she feels like they are the only two people in the entire city…the whole world…. Little does Sprite know, there are several armored men flying over the city, headed directly for her and Colossus.
Not too far away, Kurt walks out of a movie theatre that was playing an Errol Flynn film. He thinks to himself ‘those are heroes’, even though he is faster, more agile and twice the swordsman his idol was in the movies, no one sees the hero within him - sometimes even he doesn’t see it. ‘All they ever see is a freak’. ‘Mein Gott!’ Kurt exclaims as he turns the corner and sees Colossus, armored up and fighting a bunch of clunky wannabe-Iron Men. Kitty is unconscious and is being held by one of the armored men.
Nightcrawler bamfs into action, asking Piotr what is going on. Colossus declares that it happened so fast, that they appeared out of nowhere and knocked out Kitty. He asks Kurt to get them away from Kitty, but Kurt is already on it, and leaps towards the men, but before he can grab Kitty back, the man holding her disappears, with Kitty too. Colossus and Kurt look at each other, and Kurt exclaims that the need help. Suddenly, one of the men grabs him by his tail and spin him round above his head. Kurt calls out to the Professor, hoping he will pick up his cries, Kurt informs Xavier that they are under attack, before the man flinging him around lets go of his tail, and sends Kurt careening into a trash can.
Back in Canada, 138 Laurier Drive, Ottawa, James Hudson tells his wife Heather that he probably should not have read Cody the riot act, but that even being near Department H gets to him at the moment. Heather calls to Mac as he gets changed, and tells him he should come and look at this. Mac points out that he is changing, but Heather declares ‘Not so fast, hero’, and Mac looks at the television, where he sees the mysterious armored men in downtown Manhattan, as the reporter informs viewers that members of the X-Men have engaged the metal men whose origin remains a mystery.
Mac is stunned, the phone rings and Heather answers it. She hands it to Mac, about to tell him who it is, but he already knows. Furious, Mac tells Gary Cody to tell him that he is not responsible for this, as it has his name written all over it. Cody begins to say something, but Mac cuts him off, telling Cody to shut up, as he is on his way. Mac begins to leave, but Heather gets up and tells him to stay calm, as it may not be as bad as he thinks. Mac reminds her that that is half of his technology destroying Manhattan, so “calm” is a foregone conclusion. ‘Mac…’ Heather whispers.
Back in Manhattan, Colossus is smashed into a car by one of the men as he asks them why they are doing this. The man cannot answer, even if he would have, because a powerful optic blast knocks him off Colossus. The optic blast marks the arrival of Cyclops, Storm and Wolverine. Scott tells the men, whoever they are, that they are sadly mistaken if they thinks it is open season on mutants. ‘Enough talk,’ snarls Logan as he leaps into action. Storm agrees with Logan, yet as she creates a water funnel, trapping one of the men inside it, she thinks it is amazing how mere seconds into the battle and Cyclops instinctively resumes his former position as leader as if she were not present. Storm sends the water funnel towards Colossus, enabling him to wallop the armored man, ‘This one is for Katya!’
Cyclops tells Colossus to keep it together and reminds him that it wasn’t his fault, he suggests that they might have known Kitty could have short-circuited their internal systems which explains why they took her out. He asks everyone to stay sharp, as the enemy may know all their capabilities. ‘”Do as I say, not as I do”, eh, one-eye?’ asks Logan as he lunges at the opponent who was creeping up on Cyclops. Logan pushes the man to the ground, mocking the man, he tells him he knows what he is thinking - ‘what’s li’l ol’ me gonna do against your big bad armor?’ Logan lets his claws loose, and snarls ‘Three guesses, bub’ before hesitating - something about the armor seems familiar…but Logan shouldn’t have hesitated, and his enemy knocks him off with some power unleashed from the armor.
Nightcrawler sees Logan blasted back past him, and teleports to the rescue, breaking Logan’s fall. Logan telepathically calls to the Professor, telling him to get James Hudson, as the armor is his design. Logan then tells Kurt that the next time he wants to help him, do him a favor - ’don’t do me any favors’. ’Ja!’ Kurt replies. As the five X-Men are slowly backed in, the armored men surround them, Storm under the impression that they are up to something. Cyclops tells her not to raise the white flag yet, ‘This war’s far from -’ he doesn’t get to finish his sentence, for suddenly, the X-Men and all the armored men disappear.
In Canada, a dishevelled Gary tells a furious Mac that it was all the idea of his assistant, Lemieu, who also happens to be missing. Gary claims that Lemieu put the idea in his head to broker a deal to raise funds to resurrect Department H, and though it made sense, the money never came. Cody mutters that this was only going to be a test run, as his secretary buzzes him, telling him there is a call on line one. ‘No now, Grace’ Cody snaps back, as Mac turns to him and asks what he means by “test run”. Mac tells Gary that he obviously handed weapons of mass destruction over to a known terrorist, weapons Mac happened to create.
Guardian asks Cody if he is insane, as Grace interrupts again, informing the men that the call is important as the caller says it is an emergency. ‘Not now Grace!’ Cody snaps again as he swears to Mac that this was supposed to be for him and Alpha Flight. Grace interrupts again, causing Gary to shout back at her furiously, but Grace raises her voice to match and tells Gary not to take that tone with her, ‘and besides, it’s not for you, it’s for Hudson - a Professor Charles Xavier’. Mac knows who he is, and frowns.
36 degrees North of the Equator, on a secluded island in the South Pacific, a once-abandoned stellar observatory now hums with life anew. Two scientists and a red-haired man stand on a platform before eight stasis fields, six of which are filled by the Uncanny X-Men. A scientist informs the red-head that vital signs are stable and that stasis fields are at 100%, showing better than their predecessors ever displayed. The red-head replies ‘It’ll suffice’ before the scientists asks what the plans are for the mutants.
‘To show them who’s superior,’ the red-head replies. The red-head reminds the scientists that they know how their boss has been lately, and as he opens the door to another room asks one of the scientists to lose the glasses he is wearing, as he will make them all look bad. The red head enters a large room where HYDRA agents are milling about and several of the Hudson-prototype armors are about the place.
‘Hail supreme HYDRA!’ the red-head exclaims as he approaches a man sitting on a chair in the middle of the room, looking out of the large telescope. The man reveals that dawn is near before asking the younger man if he cannot see he is busy. ‘As usual’ the red head mutters before informing the other man that they have the inferior mutants, so victory is at last his. He asks him if he will not get out of the chair and come and look.
The fat man does not move from his chair and asks what need he has to see something he already knows to be fact. He adds that he has been blessed with many victories, but has learned from defeat. He declares that there were once those who bid him call them superior, but now they are dust and he lives.
He rattles off some men’s names and calls them foolish men, for their small minds failed to comprehend the simple fact that one cannot destroy a race unless they also destroy the spirit guiding it. The man swings around in his chair - Baron von Strucker! He is dirty, clothes torn and litter all around him, he declares that for the hapless creatures that are mutants they have the spirit of their race embodied in one man - Professor Charles Xavier.
Westchester, Canada’s handsome Guardian swoops down over the School for the Gifted, thinking how interesting it is, that although he has never been to this house before, he can tell there is something wrong with it - the sun is coming up, but the place is not getting any brighter. A voice in Mac’s head tells him to come in and go down the hall to his left. Mac enters the room, where Charles Xavier is awaiting him.
Mac informs the Professor that he knows what this is about, to which Charles tells him he is sure he does, before declaring that he thought all the petty vendettas Department H harbored against him for “stealing” Weapon X had been resolved during Alpha Flight’s last encounter with the X-Men. Mac tells Charles that he wished this didn’t concern the Department, but that it is not what he thinks and asks him if he is familiar with the terrorist organization known as HYDRA. ‘Strucker!’ whispers Xavier, before exclaiming that Strucker was dead and buried beneath an entire mountain, that Magneto saw to that, but realizes that neither the passage of time nor tons of rubble has extinguished Strucker’s thirst for vengeance. Charles adds that thirst is now being fuelled by Guardian’s creations, so whether he likes it or not, he is a part of it.
Mac turns from Xavier, thinking that this is his battle therefore he should face it alone, but he knows that if he tries that then the X-Men do not stand a chance. But the question remains - does Mac believe all the things he told Gary Cody? Is Alpha Flight really ready for this dangerous mission?
Snowbird…Northstar…Sasquatch…Aurora…Shaman…Puck… Mac knows there is only one way to find out, and so he rings Heather back in Canada, and tells her to send out the signal!