Limbo, a mystical netherworld where all times are one and nothing is exactly as it seems. Right now, Neal Sharra, the latest mutant to hold the codename of Thunderbird and newest member of the mutant hero team, the X-Men, is making a stand. So far, he has destroyed several legions of N’Garai demons, the ones he is currently struggling against are the most recent to leap from the cairn of skulls. He knows they will not be the last. Neal has the ability to wield raw plasma, but even his power is finite, and he fears that his concentration and control will lapse, for against the endless horde of demons, how much longer can he last?
Thunderbird stumbles beneath the barrage of the three demons. One of the demons slices across his armor, which was created to withstand such an attack, however the demons claws strike too close for comfort. Thunderbird unleashes a plasma blast, sending one of the demons careening back, before one of the others grabs Neal’s head in its claws. It tells its „meat" that only one of them will die, and it won’t be – Neal cuts him off saying ‘Me, at least this time!’ The demon turns to see who or what Thunderbird is looking at – salvation, in the form of the deadly mutant Wolverine and the powerful sorceress Magik.
The light of the teleportational signal from the Stepping Disk glistens in Limbo’s gloom and Wolverine lunges forward at one of the demons. Wolverine ignores the N’Garai’s own claws, trusting his healing factor to mend the wounds they make, while his own adamantium claws deal efficiently with the N’Garai.
Logan grabs Neal as he passes out, thanking the senior X-Man, and Logan turns his attention to the young woman. He asks his old friend, amused with her that she is calling herself "Magik", what is going on.
The attractive blond girl with the hooded face begins to give Logan the quick version of her complicated story. She tells him that Belasco has captured Storm, Nightcrawler, Colossus, Banshee and Sunfire, and switched their souls with those of the demon N’Garai. He then sent the false X-Men to Earth, to steal the souls of five of their predecessors, and that so far three of them have fallen, and their souls turned into bloodstones. Magik explains that with each bloodstone collected, the cairns open wider.
Thunderbird has collected himself and tells Logan and Magik that that explains why the N’Garai firstly entered Limbo single, then in pairs, and now in threes. Magik tells the men that it gets worse – for when Belasco has all five bloodstones, he will use their power to open a portal between Limbo and Earth. She adds that she has absorbed the bodies of the fallen X-Men into her Soulsword. Logan asks Magik if she is going to fight fire with fire – by countering his possessed X-Men, with possessed X-Men of her own. Neal, not one who is especially knowledgeable in the world of magic, asks how that is possible.
Logan tells him that they are in Limbo, and he would be amazed at what is possible in Limbo. Quite worriedly, Magik tells them that Logan got the plan right, however she adds that the spell is unfortunately short lived and cannot be repeated. She tells them that they will try to regain the stolen souls and return them to their rightful bodies, and grinning, Wolverine adds that they will disrupt the portal spell Belasco is trying to cast. Adding to the dramatic tension Thunderbird reminds them that if they don’t, Earth as they know it is doomed. He tells the far more experienced super heroes that they have their work cut out for them. Magik turns away from the men and tells them to keep the N’Garai from massing, she says that she will return as soon as she can and teleports away. Neal asks Logan if they are talking ‘The Spartans at Thermopylane?’ and Wolverine tells him it is – but with worse odds, before telling him that it is starting again.
In Rome, armed soldiers surround a cairn, and a crowd has amassed keen to see what is going on. A newswoman reports that the portion of St. Peter’s Square where the cairn is has been cornered off, and adds that the cairn seems to be constructed entirely of skulls! Inside a nearby cathedral, someone reports to the priest that in an ancient book of sorcery, which he found, locked within the deepest vault within of the Vatican library. He shows the book to the priest, the picture in it exactly the same as the cairn. Someone else reports that a total of thirteen cairns have appeared worldwide, all at sites of mystical power. Another stresses how terrible the event is, and that the Holy Father must be informed. The priest talks to the Pope over a communication device and tells him that the origin of the cairns has been confirmed, and that it is not often they are called upon to face such evil in the flesh.
Below the cathedral, dressed in civilian clothes, Hank McCoy, a.k.a. Beast senses something, causing him to speak to the person approaching from behind him. ‘Well met by sunlight, proud Titania’ he paraphrases Shakespeare. Jean Grey-Summers, a.k.a. Phoenix asks Hank how it is that when she uses her telepathic powers to mask her from everybody else he still knows she is there. Hank tells her that he doesn’t know, but perhaps it has something to do with the fact they have known each other for so long. He adds that he would know her in anywhere, in any guise.
Jean steps into the light and reveals her new costume. A red one-piece spandex outfit with a yellow phoenix spread across her chest and arms. Beast compliments her on her new outfit. Jean thanks him and as she closes her eyes she tells him that her old one was a symbol of her life with Scott – but now that he is dead…she adds that she needed a new talisman, something to remind her to look forward instead of back. Beast changes the subject quickly and nodding upwards asks her what she thinks of ‘that thing.’
Phoenix tells Beast that as near as she can tell twelve others have appeared around the world. She adds that coincidentally she has lost psychic contact with almost a dozen other X-Men. She tells Hank that she has also been seeing disturbing images recently. He asks if they are N’Garai and Jean tells him they are. She says that since X-Man and X-Force have gone rogue, and Xavier is away in space, the teams’ resources are a bit thin. She tells Beast that she sent the remaining team members to cover what cairns they can. Rogue is at the pyramids in Giza; Cable is monitoring China’s Great Wall; Gambit is at Notre Dame in Paris and Danielle Moonstar is in Greenwich Village, near the home of Doctor Strange.
Jean shows how worried she is when she tells Hank that the "New X-Men" aren’t themselves, that they have been possessed, and that they seem to be attacking their predecessors. She tells Hank that Archangel, Iceman and Polaris have already fallen, and as Cyclops and Havok have been … gone for some time…Beast cuts Phoenix off, saying that as they as the last surviving members of the original team, are most likely next on the hit list. As Jean is about to tell Hank she is sure of it, she suddenly realizes something else is wrong.
Jean tells Beast that the cairn is a diversion and the real N’Garai threat is inside the Sistine Chapel. Hank starts to ask her what makes her think that, and as he picks her up and jumps across the path she tells him that her telepathy hits a dead zone around the chapel, that nothing inside registers. Beast admits that that is a dead giveaway, and as they start for the main entrance, before they can enter it, Colossus is flung out of it.
Beast is surprised to see him, and starts to ask Phoenix what he is doing there, but Jean tells him that that it is his body, but not Colossus inside where it matters. The X-Men dodge out of the door way and just in time as suddenly a Ru’tai crashes out through it, with bodies of priests and guards scattered about beneath it. The demon sniffs the air and hesitates as if it is unsure of his next move. Jean tells Hank that she doesn’t understand what is going on, as the monster is not N’Garai. She wonders what it is doing here.
Beast looks up at the monster and tells Jean that he is from another dimension and is a Ru’tai sorcerer that calls himself Pilgrimm, and that his people were once slaves of the N’Garai. Jeans asks if he is on their side, and Beast says ‘Only if you accept the truism…that the enemy of our enemies must therefore be our friend’.
The demon leaps at Beast and says that it is satisfying to be recognized and remembered, which makes it even more satisfying to destroy him. Jean doesn’t need to read Hank’s mind to recognize the power of the demon and she slams him with a burst of psychic energy intending to paralyze it – but she barely slows him down. Landing across the path from her, the demon tells Jean that it was a powerful mindblast, that it struck almost as hard as this stone will strike her, and the Ru’tai demon chucks a slab of concrete from the path at Phoenix.
Until recently, Jean Grey could have stopped the stone by the roll of her eyes, a flick of her hand or a sigh. Now her telekinesis is gone, leaving her vulnerable to physical attacks. Beast is not though, and jumps in the way of the stone and using his considerable strength, pushes the slab of concrete back at Pilgrimm, which strikes the demon hard. Hank then leaps at the fallen demon, one of his powerful feet first, all the while thinking to himself that it may not be the brightest move he ever made, slams into the demon, satisfying him.
Beast holds Pilgrimm at bay and tells him that he wants answers – he wants to know what he is doing here, and what his stake in the N’Garai conspiracy is. The demon shoves hank back and tells him that his only stake is that he will win, and the N’Garai lose all. Beast asks what is to happen to humankind, and the demon tells him that aside from the fact this planet is the battleground, the humans only provide annoyance to the them, and that eventually as they make mistakes, they will die, then one way or another, the world will follow. Beast continues to pummel the Ru’tai and taunts him with smart comments. Beast distresses that he has been throwing all of his best punches, and the demon barely flinches…Hank notices that Colossus is waking up, and while one time Jean could have simply dropped a building in him…
A purple haze surrounds Beast and he suddenly finds himself elsewhere, seemingly in front of Xavier’s Mansion, he says ‘Never mind the rhetorical question, ignore the tasteless touch of melodrama. Astral Plane right?’ Jean tells him they need to talk, and Hank smiles, saying ‘Amazing gift, even more amazing to look at’. A door opens and Jean walks through it, telling Hank that when she lost her telekinesis to Psylocke, she gained her telepathic powers, including her affinity for shadows. As Jean looks over her purple astral body, she tells Beast that while she is still getting used to the changes herself, this is not what they need to talk about.
Jean tells Hank that Colossus is awakening and they will soon be fighting him as well as Pilgrimm. She reminds Hank that he is strong and fast, and offers to use her psi-powers to optimize the function of his neural network, to enhance his powers even further. Hank asks Jean why she doesn’t just shut down their minds. Phoenix tells him that Pilgrimm’s thought processes are not human and she hasn’t quite got a grip on them yet, and as for Colossus, well an all out psionic assault could damage his mind permanently. Jean tells Hank that she wouldn’t want to risk that unless she had no other choice. Hank says ‘Then I guess I’ll choose door number one!’
Beast is back where he was, the moment he left, and is still fighting the Ru’tai. He thinks that it is time to give it another shot, and as Pilgrimm leaps to him, he evades him, snags his arm, and flips him off balance, throwing him across the compound. Beast hears a cracking sound, and figures he broke some of Pilgrimm’s bones. Beast says he now knows what it is like to have Thing-level strength and Jean tells him not to get cocky. Beast’s expression shows that he isn’t and tells Phoenix not to worry, and that any damage he did to the demon must have been temporary, as he stands up before him. Beast mumbles that Wolverine isn’t the only person with a healing factor, and Pilgrimm tells Hank that it is a power he will soon wish he possessed. Beast has experienced enhanced strength, now hyper reflexes let him snatch stones literally from the air, which he hurls in a barrage too rapid for the naked eye to follow at Pilgrimm.
Sitting atop the cairn, a possessed Nightcrawler watches the scene below, as Pilgrimm lashes back out at Beast, and Colossus finally wakes and gets into his armored form. Nightcrawler grins slyly at how Colossus will bring down Jean Grey, and the Ru’tai will deal with the Beast for him, which frees himself to attend to their new, and increasingly impaired arrival. He looks across to the rooftop of a nearby building…
…where Magik has teleported to, and finds herself very weak. As she clutches herself, she understands what is wrong, that the holy place where she is rejects her, as she is tainted in body and soul by the sorcery she wields and the choices she has made, the only decisions possible to make. That to save the world, she needed black magic a well as white. Magik tells herself to live with it, as she did what had to be done.
The possessed Nightcrawler smiles at Magik’s less than timely arrival and teleports from the cairn over to where she is. Magik senses his arrival and pulls out her Soulsword just in time to counter his sword. She tells him she knows what he truly is and now and will fight him. The N’Garai within Nightcrawler asserts itself and tells Magik that she is weak here, whereas they are strong. Magik says that is unlikely, and Nightcrawler asks her if he would lie to her, he tells her that Belasco has shielded their true selves within the X-Men’s bodies, that they have become stealth demons who may wander unimpeded where they wish.
Magik and "Nightcrawler’s" swords clang together as they battle it out and he tells Magik that she fights less brilliantly against all three of his swords, and tells her that her battle is all but lost. Magik says ‘Is it?’ then feints backwards, as she slips beneath his guard to smite him with her armored fist. Nightcrawler falls from the rooftop and Magik jumps down too, Soulsword ablaze, she holds it above the fallen X-Man. Magik’s eyes overflow with emotion and she thinks to herself that of all the X-Men why is it that she must face Nightcrawler, and be forced to make this choice. Nightcrawler looks up at her, Soulsword still above her head, and he says to Magik ‘Scruples Liebchen? Sentimentality? The sorceress who hesitates is lost’ and the „reunion" between those two who have much history together is over as he uses one of his own swords to strike at Magik’s armor, breaking some of it.
Across the quad, the clash of metal and Magik’s cry alerts Jean to the increased dangers. She worries to herself that her side may loose this battle. She decides she didn’t want to risk a psychic attack, but now has no choice but to. Phoenix coils her formidable psychic powers and flings it out like gleaming lariats into the minds of the possessed Nightcrawler and Colossus and the Ru’tai demon. The minds of Jean’s three enemies begin to crack, as her psychic cords tremble and she faces her opponents, will force to will force. It seems as if Jean Grey will prevail, but a murky tendrils ooze from her enemies, and it encompasses her gleaming psychic cords, they dirty it and slowly transform it into a chain of darkness.
The possessed Nightcrawler shouts at Jean and tells her that she opened the mind link, but the N’Garai now control it, and that she is doomed. Phoenix looks above her as her once pure psychic powers, now blackened come careening down back at her, she gives in thinking that she doesn’t have the will or the power to break free – until Beast jumps at her, shoving her out of the way, and he finds himself snared by the psychic cord into darkness and stunned by the backlash. Jean looks back, concerned for her friend.
The possessed Colossus tells Pilgrimm that it is a little wonder his kind enslaved theirs, and in his armored form punches the Ru’tai sorcerer out of the game, sending him flying across the square.
„Colossus" then picks up the wounded Beast and chanting an ancient incantation pulls out the soul of the X-Man, thus collecting the fifth bloodstone for the N’Garai and Belasco. Holding Beast by his head, the demon within Colossus tells Phoenix to watch as he crushes Beast’s skull, then it will be her turn. Jean, still stunned from the psychic backlash of her powers cannot move.
The seconds that Nightcrawler was stunned by Phoenix was all it took for Magik to recover and she now continues to fight the possessed Nightcrawler by sword. The demon tells the sorceress that she is injured and will now die, but Magik is a resilient one and she gracefully flings her Soulsword across the quad, and at the same time she vanishes into the brilliant light that is her Stepping Disk.
The Soulsword plunges through Beast, straight through him and his body discorporates, and is drawn into the Soulsword, which lands upright, shattering the concrete. Colossus says that Magik’s effort was wasted, as the "prey" was as good as dead, and as his fist lands almost on top of Jean, tells her she will soon be dead also. As Phoenix leaps out of the way she thinks that she has seldom regretted the loss of her telekinesis more, now is one of those times. But she doesn’t want to try another psychic attack again.
Jean decides she needs a weapon and reaches for the Soulsword, which slips away from her. Magik appears at Jean’s side and the sorceress tells her that she cannot touch it, for which she should give eternal thanks. Nearby, the possessed Nightcrawler says that only the sorceress consecrated to that blade can wield it safely, and Colossus tells Magik to surrender, as they have what they need, she can no longer stop them, and the demons teleport out.
Jean asks Magik if they are telling the truth and the sorceress tells her they weren’t, as they are demons and they always lie. Jean is about to ask something when Magik cuts her off and says ‘Trust me’. Jean smiles at the young woman under the cowl, knowing who she really is, and they understand each other. Magik raises arms and opens another Stepping Disk, and the two young women arrive in Limbo.
Magik asks Logan and Neal what happened, and Thunderbird just tells her that the same thing that always happened – they take the demons down and more take their place. Wolverine looks at Jean, glad to see her safe, and says ‘That hasn’t been our problem’. Neal adds that he thinks the worst is yet to come, and Jean tells him that there is worse ahead for them all.
With the broken moon in the background, Magik tells her friends, old and new, that they will soon face the full force of the N’Garai invading army, and that it is their job to stop them. She says ‘Here you stand…and here you win, for if you lose, the world dies with you’. Phoenix asks Magik what she is going to do, and Magik tells her that she is going to stop Belasco. Jean also asks what happened to the X-Men, both captured and possessed, and Magik tells her that if they can be saved she will save them, but given the stakes it may not be possible… ‘Their lives – for the Earth, and all humanity’ Magik says and the quartet of heroes look on at the world heavy task they have ahead of them.