( Flashback – The Grounds outside Xavier’s Mansion )
Colossus is peering from behind a large tree, the mansion in the distance behind him. Several yards back, Wolverine and Nightcrawler are conversing about the exercise: a game of hide and seek without the use of their mutant powers. Nightcrawler notes that Piotr has been “it” for a long time and that he and Logan have been breaking the rules by using their powers to evade him. Wolverine notes gruffly that in hiding from whoever’s seeking you there are no rules. Having heard this, Nightcrawler teleports away just as Colossus uproots the entire tree behind Wolverine hoisting his teammate into its branches. Piotr declares that Logan is “it” and Logan accuses Kurt of setting him up. The other X-Men emerge to watch as Wolverine begins his turn as “it” with a grumble.
( The Present – Inside Province 13)
A surgeon looks into the dilated pupil of Logan, marveling at the fact that he is still alive somehow. He notes that Wolverine’s physiology is battling the withering effects of the mutant, Nikolas who had been a prisoner in Province 13 since his youth. The doctor then begins his observation of the internal workings of Logan’s healing factor as he begins his surgical study of the mutant.
This is the purpose of Province 13, to study mutantkind in whatever manner they are able. However, the program is currently under great scrutiny and its support is waning. From behind a glass window, General Sergei watches with curiosity. The surgeons use outdated equipment but during their rudimentary examination discover the scoring left by the adamantium that was once part of Wolverine’s skeleton. They report their findings to General Sergei who orders them to share their discoveries with no one.
Colossus stands atop a cliff looking down at the Ust Ordynski Collective where he was raised. He thinks back to his youth and how he would venture into the mountains when he needed to be alone. He has now returned to the hills, where he is hiding with Ariana, the embittered woman he rescued from General Sergei’s operatives. She is trying to build a fire in the cave that Piotr has dug out and is still clearly angry with the young X-Man. Piotr tells Ariana that he plans to go down to the village at night and find his friends and the truth about what is happening. The woman scornfully tells him that he won’t find his friends if they are mutants like him. She tells the bewildered X-Man that they missed him the first time around but they won’t fail this time. He demands to know whom she is talking about and she simply replies “Sergei”.
( Flashback – The Ust Ordynski Collective)
Ariana is giving birth in a small house in the Ust Ordynski Collective on the Brutal Plain of Russia. Her midwife notes that her birth is taking much longer than the birth of young Piotr the day before. As the infant emerges, the midwife goes white and exclaims, “Saints, preserve us!” As the child enters the world, a plant on the windowsill withers to dust.
Shortly thereafter, a military convoy arrives to claim the child. Ariana, the only living thing that does not die at the child’s touch, begs them not to take the child but General Sergei merely thanks her for her contribution to Mother Russia.
Ariana explains to Piotr that she watched as he and his siblings, all mutants like her Nikolas, grew up healthy and normal looking. They had avoided detection by General Sergei. Colossus recalls rumors he had heard growing up and his own curiosity about why he and his siblings had all been mutants. He promises Ariana that he will return soon.
Later that night, soldiers nervously patrol the fences around Province 13, anxious that the escaped mutant Nikolas might return. They are taken completely unawares by Nightcrawler who deftly teleports past them and into Province 13. Nightcrawler is nearly discovered but clings to the ceiling as General Sergei escorts Alexei, a government official through the corridors to the playroom where the suspected mutant children are kept.
Alexei notes the sudden dip in lighting, which General Sergei attributes to a lack of adequate funding. They briefly look in on the children before continuing to Sergei’s office.
Once they have left, Nightcrawler teleports into the playroom. The children are surprised and delighted by his sudden arrival and Kurt is shocked at the sight of the children held captive in Province 13.
In Sergei’s office, Alexei shares with him the government’s decision to shut down Province 13. He tells Sergei that his record is exemplary and he will get what is coming to him. Sergei looks surprising pained by this news. On his desk, files on Omega Red and Colossus sit unnoticed by his superior.
Back at the playroom, Nightcrawler tries to communicate with the children, explaining his need to find his friend. They are bewildered by his appearance and guess at why he is there. Finally, Nanya makes telepathic contact with Kurt. They both seem surprised by the contact and their immediate ability to comprehend each other. Kurt is dismayed to find a “school” full of children in this military compound.
In the Siberian woods, Omega Red is carrying out his mission to find the escaped mutant, Nikolas. He comes across a small shack and is surprised to find two of its three inhabitants dead. Their lifeless bodies drained dry of their life forces. A small child is all that remains of the small family. He wonders who did this as he releases his own death spores upon the frightened girl.
Kurt continues his telepathic communication with Nanya, who explains that the doctors believe them all to be mutants but that she is not so sure. She recalls that she was an orphan when they found her and promised to teach her to use her powers for good. Kurt cannot help but see the somewhat twisted parallel to Xavier’s school for gifted youngsters. Kurt promises to return for the children before teleporting away. Immediately after, the nurse enters commenting on the odd smell of brimstone in the children’s room.
The next morning, Ariana waits alone in the cave above the Ust Ordynski Collective. She is discovered by Omega Red. Omega Red attacks her by wrapping her in his coils.
Colossus arrives and pummels the villain away from Ariana. Omega Red’s coils spring from beneath the snow to ensnare Piotr and slam him to the ground. Colossus looks past Omega Red, his eyes widening with surprise. Behind Omega Red stands Nikolas, repeating parts of what he has just heard. Ariana recognizes her son and the two exchange looks of recognition.
Omega Red uses this momentary distraction to his advantage, hurling a boulder at Nikolas. This causes a small rockslide and both Colossus and Nikolas plummet down the Cliffside towards the village.
Back at Province 13, the medical team takes final readings from Wolverine who is fading fast. The lead doctor orders the team to prepare for a full autopsy as Logan flat lines. In the observation room adjacent to the surgical suite, General Sergei orders the head surgeon to tie up loose ends. She tries to protest but he does not relent. He demands that they bury the remains of their test subject in the woods outside.
As he leaves, Nightcrawler teleports inside and is shocked to see Logan’s corpse. He grabs Logan’s costume and leaves.
Meanwhile at the Ust Ordynski collective, Piotr comes to just in time to see Nikolas escape into the woods.
That night, two guards complain about having to venture forth and bury the corpse of Wolverine. They are then surprised by Nightcrawler, who teleports past them and out of the compound. In the distant field, Logan’s clawed hand bursts through the frozen snow defiantly.