At Province 13, Omega Red pays a visit to General Sergei. Omega Red demands to know why there are X-Men involved in the situation involving Nikolas, the mutant he was commissioned to retrieve or neutralize. He threatens the general who reminds him that his mission has been completed and that their business is done.
In the nearby Potter’s Field, Nightcrawler has spent several hours digging up unmarked graves in search of Wolverine’s remains. Despite his efforts, the furry blue X-Man has a gut feeling that Logan is alive. Kurt is startled by the arrival of Colossus who has come seeking his friends. At nearly the same moment, a naked and cold Logan emerges as well, asking Nightcrawler for his uniform to fight the Siberian chill.
Back at Province 13, the troops have mobilized in an effort to move the facility. They have also brought Ariana, Nikolas’ mother to the base in the hopes of luring her escaped son back. Amidst the chaos, the telepathic Nanya plans to lead the children of Province 13 to freedom.
As she takes one of her friends back to the playroom, Nightcrawler teleports into the room and tells the children not to be afraid. Elsewhere, Wolverine is stalking the corridors when he catches a familiar scent. Omega Red steps from the shadows telling Logan that he knew the General was wrong when he claimed that Wolverine was dead. In the playroom, Nightcrawler questions Nanya about the whereabouts of the others but is interrupted when Wolverine comes crashing through the observation window. Nanya and her friend run out into the hallway where Omega Red snatches them up.
Elsewhere in the complex, Ariana is being led to a spot where Nikolas will know that she is being held there. As the troops push her along, the walls begin to tremble. They brace themselves for an attack by Nikolas but are surprised when Colossus rips through the walls. He beckons to Ariana to come with him but she hesitates momentarily giving the troops enough time to shoot Piotr with a high-level energy weapon. He falls to the ground unconscious.
In his office, General Sergei begins to burn his files having resigned himself to the demise of Province 13. Outside, Nikolas arrives in search of his mother.
Wolverine tries to convince Omega Red to let the children go. Omega insists that this place is mad and that he will not be trapped here. He releases his “death spores” on the soldiers who are approaching his position. Nightcrawler attempts to teleport close enough to Omega Red to grab the children, but Omega Red is too quick and hurls Nanya into the playroom. Kurt manages to snatch the other child away but as he does, Nikolas comes crashing through a nearby wall.
General Sergei enters the playroom and grabs the frightened Nanya. He leads her away down a corridor but is spotted by Colossus who follows. Piotr thinks to himself that he never considered he or his siblings lucky to have been born mutants but seeing the treatment of others in Province 13 he now appreciates how lucky they were. Piotr chases after the general and Nanya.
Omega Red and Nikolas clash in battle, frightening away the remaining soldiers whose morale was already stretched thin by news of Province 13’s demise. Ariana is stumbling through the corridors trying to find a way out when the soldiers rush by her. She sees what they are running from as she comes upon the battle between Omega and her son. Her arrival disrupts the battle and Omega Red takes advantage of the distraction to flee from Nikolas whose death touch had affected Omega Red as they fought. Nikolas faces his mother and she trembles to see her son once more.
Colossus finds General Sergei and Nanya in a darkened room. Sergei asks him his name and Piotr tells him. He introduces Nanya and insists that she can talk with her mutant powers but will not talk to him. He tells Piotr that she is why he founded Province 13 and suffered it all these years. As he tells Colossus all this, he draws his gun with the clear intention of committing suicide. Piotr asks the general to give Nanya to him. The general readily agrees and Colossus tells the girl to be brave as he hurries her out of the room. General Sergei thinks to himself that he can still hear them laughing at him as he pulls the trigger.
Wolverine and Nightcrawler watch as Ariana and Nikolas come face to face. She reaches out to him, her monstrous son who has only known love and comfort from her. Nikolas does not see the jagged shard of metal that Ariana has grasped in her other hand. She uses it to end the life of her son, ending the threat he poses to others and the suffering that has defined his life.
Alexei, the government official who recently inspected Province 13 returns to the ruins to survey the damage caused by the recent battle and General Sergei’s attempt to cover up the truth about the operation there. Alexei orders the remaining children to be returned to their families or redistributed and to have the station closed. He orders the troops to wipe Province 13 out as if it never existed.
Ariana pays her respects to the Rasputin family at the graveyard near the Ust Ordynski collective. With her is Nanya who the elderly woman has taken in following the destruction of Province 13 and the death of her own son.
( Flashback – The Danger Room)
Colossus is holding up the enormous pressure plate. Wolverine wonders what’s wrong as the plate begins to make popping and hissing sounds. Nightcrawler suggests shutting the sequence down. He teleports away as Sprite phases through the floor to help Wolverine. Seeing that his friends are safe, Colossus steps out from under the plate, which then slams, into the floor of the Danger Room. Wolverine tells him “Nice one, kid. Nice enough, anyways.”
Piotr returns to the X-Mansion and reflects on his trip home. He had gone to Russia to mourn his family accompanied by the only family he had left. His experiences there reminded him that the world is a harsh and cold place. But it also reminded him that he has found warmth in his friends and teammates. As the current team welcomes him home, he thinks to himself, “It is nice, it will have to be. Nice enough.”