Near morning at the Xavier Institute, pandemonium ensues as the Institute is rocked by some kind of major attack. Looking from above the Institute, a giant X has been carved into the mansions foundation, going from the center and crossing to all the four corners. In the Crystal Palace, Wolfsbane, Carter and his parents are startled by the noise. Awaking from his dreams, Cyclops jumps into action.
Running down the hall, Cyclops grasps hold of a nearby young girl. He telepathically calls out to Martha and the Spikes that they are to sound a Global Alert, have Hub transport them from the mansion’s grounds, and find out who has attacked them. A young boy with a tail by the name of Nico runs next to Cyclops. He informs him that Jeremy was in his bed but now he is gone and everything is burning. Cyclops informs Nico that they will look for him together.
In the Crystal Palace, Cyclops’ best student, Wolfsbane, takes action. Getting on her com-link, she tells Northstar to pick her up. Carter begs Rahne not to leave him, as he will protect her there. She tells him that she is the Dean of Students and her first priority is the kids at the school. She orders Carter to stay there, as she jumps from the Palace’s door and into Northstar’s arms. He informs her of the situation, they are under attack from two main energy casters.
Behind Northstar, in the Crystal Palace, Carter tells Annie and Havok that the two of them died trying to protect him, but he was a kid then. Stepping out of his door Carter is revealed to be in his twenties. He asks them if they were this scared, when they were heroes?
Nearby, Stryfe tells Genesis and Madelyne that he does not care about the others, but Cyclops is his! Genesis asks the others if they think the X-Men know where they are. With that said, Madelyne is hurled into the air by a powerful telekinetic blast. Carter tells Stryfe and Genesis that they should leave his home or they will suffer the same fate. Carter’s distraction seems to work, as it gave the mansion’s security system time to activate the ground’s Sentinel defenses. Genesis flies into the air, commenting on how the X-Men have become sneaky using machines that were designed to destroy them as their protectors.
Genesis crashes through the roof of the Crystal Palace, confronting Havok and Annie inside. Havok blasts their attacker, while Genesis comments on how he and Annie should be dead. Genesis smirks off the attack, obliterating Havok and Annie into dust. Carter, witnessing his parent’s death for the second time, curls into a fetal position on the ground. He cries to his mother for forgiveness. Genesis aims his gauntlets towards the direction of Carter. He states that if he wants his mother, he can join her. With a fiery blast the young telekinetic mutant is destroyed.
Above Genesis appears Juggernaut, Cargill, Hub, Kid Colossus and Polaris. Each member seems to be flying with the help of Polaris’ magnetic powers. Juggernaut makes the first move, as he allows gravity to take control and drops on the back of Stryfe, crushing him into the ground. Polaris takes care of Genesis, as she sends him hurtling towards her “sweetie, Kid Colossus.” Kid Colossus knocks Genesis several feet into the air with a huge punch from his armored fist. Looking behind him, Peter (Kid Colossus) sees Carter’s broken glasses.
The emotion he feels seems like visible pain, when the revelation that Carter is gone from them sweeps across his face. Polaris comes to his side. She tells him that it is for the best. She explains to Peter that since Carter’s mom and Havok died he had never acted the same. Magnetically lifting Kid Colossus into the air, she asks him if he is ready for a fastball special? He tells her that he is, as she hurls him into the awaiting face of Stryfe, who has just now recovered from Juggernaut’s earlier attack.
Nearby, Cyclops joins the attack, with a inquisitive Dust following close behind. She questions who the monsters are that are attacking them? Cyclops answers her, finishing his statement by telling her that they should be dead!
As the fight continues outside, another fight is waged on the inside of the mansion. This fight is fought by Northstar and Wolfsbane, who seem desperate to save as many students as they can. A young child, named Amy, which Northstar carries, happens to see into a nearby room. She announces that the room is where one of her friends named Julie stays. Tears fill Amy’s eyes, as she witnesses what has transpired in the room. Northstar grasps the young child, flying her and another student to safety. In-flight, he tells Amy to let Wolfsbane handle what is happening. Wolfsbane wrenches in despair, thinking to herself that there are too many dead, none of them being X-Men! Behind her, students flee their current wing just as an explosion takes out where they had just come from.
Behind Rahne, the nearby students have stopped crying; strangely, they walk as if in a trance… calmly and quietly. Northstar asks Rahne what is going on. Behind Northstar stand two women, Shan and Kitty Pryde. The two women usher the children through a nearby doorway and into Lila Cheney’s teleporting house. Rahne rushes to her friend’s side thanking them for coming to their rescue. The sentient house tells Kitty that if she would like to rest, she can now. A visibly exhausted Ms. Pryde informs the house that she will once they are done. Rahne grasps Shan’s hand, telling them that they have only saved a fraction of the school’s students. Wolfsbane asks Kitty if she can phase? Kitty confirms her questions, but is cut short as Shan exclaims that Kitty is too exhausted. Kitty tells her that she must press on for the children.
Northstar flies, asking what the point of being called a super hero is if they never get the chance to prove it? Barking out orders, Rahne tells Shan that she will stay with the house, while they try and save as many students as possible. Shan tries to argue, but is cut short by Rahne telling her that she has two siblings to look after. Rahne takes on her lycanthrope form, telling them that she is right, to do what she commands. All of the X-Men, save Shan, leave the room in search of the missing students.
Genesis attacks Cargill, who seems to be almost defeated. Luckily for her, a younger teammate is nearby, by the name of Wither. Acting quickly, the young mutant removes his cloves, turning Genesis’ body into ash, just before he is able to lay a fatal blow to Cargill’s body. Cargill thanks God for Wither’s help. Wither states that he hopes wherever Dani is she can forgive him for going against her order’s, as she once ordered him to never use his powers to kill again.
Rahne runs across two children, Diana and Oliver. Rahne jumps a wide chasm to be by their sides. Rahne doesn’t jump far enough, but luckily Lockheed is nearby. The small dragon swoops down, grasping Rahne’s hand, he hauls her to the nearby children. Rahne thanks Lockheed for the save and asks him if he can help lead them to Lila’s house?
In another room of the Mansion, Madelyne Pryor rips apart bed sheets, screaming of how the bed used to be hers and her husband's, how no one had the right to take it away from her! Sooraya (Dust) is nearby. As she opens the door she questions the ranting woman if she is Ms. Jean returned home? Madelyn in a fit of rage lashes out at the woman. Sooraya uses her powers to defend herself, leaving nothing but a pile of bones on the floor. A female hand reaches for Dust’s dropped burkha, putting it on before rushing outside.
Outside, Stryfe is fighting off Kid Colossus. He tells Peter that his father could not defeat him and neither can he! With that said, Stryfe punches Kid Colossus to the ground. Behind Stryfe, Polaris enters the fray. She lifts him into the air, commenting on how dumb it is for him to be wearing a suit of armor when facing the Mistress of Magnetism. From behind Polaris, who appears to be Dust is seen drawing closer to the battle. Hub notices the woman’s approach and instantly teleports her away, stating that only heavy hitters should be in this fight.
Stryfe has gained the upper hand against Polaris, using his telepathy to make her forget how to control her powers. A nearby Juggernaut won’t allow another teammate to fall, as he tackles Stryfe through the floor of the destroyed mansion. The two fall until they reach the floor of the subbasement.
Inside the mansion, Rahne has rounded up another batch of students. As she starts back to find more, Kitty warns her that the Mansion’s core power has probably been compromised by the explosion. Rahne asks Kitty if she would walk away?
Cain continues to pound on the defeated Stryfe. The Juggernaut berates his attacker, telling him how Xavier cared for him no matter how mean he was, so he will not allow the dream to die today. Stryfe finally reveals his true form, that of a Warskrull. Cain radios to Cyclops, telling him that their attackers are not whom they appear to be. A bomb is planted in the chest of the Warskrull. He tells Cain to enjoy his victory, because for the cause he will make any sacrifice, especially his life! With that said a large explosion rocks the foundation of the Institute.
Above the hole, an approaching Cyclops is thrown away from the blast. The Shi’ar technology that ran the Institute was always taken for granted. Sadly, that is just how the Warskrulls knew how to hit the X-Men, as it was the Shi’ar that sent them to destroy the mansion!
Rahne witnesses the oncoming destruction. Turning to order Lila’s house to seal it’s doors, she tells Kitty to tell Dani she…!
The door slams shut and Kitty is on the other side, able to nothing but scream Rahne’s name, knowing her friend is dead!
The Institute was powered by an anti-matter fusion reactor. That day it was their destruction. That day, only three X-Men seem to be able to make it to safety. Northstar, who has spent most of his life only appearing to be selfish, makes a selfless act in saving the X-Men’s leader. Using every bit of power he can muster, the Canadian speedster flies him and Cyclops to safety. Polaris is another mutant that seems lucky, as her powers over magnetism float her away. No other X-Man is seen escaping the onslaught…all appear to have died!