At Rogue’s Beach House in Valle Soleada, California, the woman named Marie D’Ancanto is talking to Evangeline Whedon about how the life of the X-Men seems to be so unpredictable. As if on cue, her face becomes horrified, as she opens the nearby closet. Callisto wraps her tentacles around the fainted D’Ancanto, while Storm walks out, telling Callisto how she should feel bad for scaring such a young girl. Picking the child up, Callisto tells Storm that her being scared was not her fault.
Vange hears the commotion nearby and walks out to find Callisto and Storm. As Vange believes the women to be attackers, she begins to transform into her dragon form, as she warns them to surrender. Storm readies herself for the attack, telling Vange that they do not take kindly to threats. Oddly, it is Callisto that stops the two women from fighting one another, by telling them to calm down and take a breather. With the two women still at each other’s throats, Shadowcat bursts onto the scene by phasing through the walls to tell them to hush, since Rachel has finally fallen asleep. Looking towards Ororo, Kitty comments on how, every time she goes to Tokyo, she comes back a different woman. Both women comment on how the other looks good, then Kitty takes Ororo to see Rachel. She explains that Rachel was the pet telepath of Bogan’s and she has been working for him for months. Kitty pulls the sheets over Rachel’s chest, telling Storm that Rachel is “one tough chica.”
After Kitty and Ororo leave Rachel’s room, Kitty comments on Callisto’s new look, and Callisto tells her that it is due to Masque’s so-called revenge. She goes on to say that it backfired, giving her a new look and power. Callisto’s tentacles maneuver to try and play with Kitty’s hair, but she stops at Kitty’s request. Kitty walks to the nearby closet, where the two women came from, asking them how they got here. Kitty looks back and sees Callisto and Storm acting strangely, with Callisto caressing Storm’s entire body with her tentacles. Vange asks Kitty if they could be another Callisto and Storm from an alternate dimension?
Inside the closet, Kitty meets Lila Cheney’s sentient house. The house tells Kitty that she is on file as an authorized user, meaning she could visit anytime. Kitty, shocked over the sentient A.I. technology, rambles to herself the technical words for what she is seeing. She is startled by Callisto’s tentacles, as wells as the fact she cannot phase through them to escape their grasp. Callisto pulls Shadowcat near her, telling her that she can sight-see later, because right now she needs to fill her and Storm in on Bogan and the others.
Kitty tells the others of Sage’s plan to bring her in as a wildcard, since Sage probably already knew about Rachel’s kidnapping and brainwashing. Ororo tells Kitty that she always assumed the telepath was Psylocke. Kitty sits on a nearby couch, drinking. She tells Storm that, if she thought about it, Psylocke could only use one power at a time – telepathy or teke. When Marie asks Kitty if Bogan is finally gone, Kitty tells her that the X-Men hope so, but they are checking his catacombs even as they speak to make sure.
In the catacombs, Sunspot, Magma and Bishop stand inside a vast room, containing books and trophies from Bogan’s past. The X-Men comment on how most of his trophies are dinosaurs, meaning Bogan must be a very old mutant. They comment as well on his books containing tales of cruelty. Bishop tells them that, according to Sage’s observations, Bogan was the Hellfire’s first Lord Imperial. When Sunspot ashamedly recalls aloud that his father was a member of the Hellfire Club, one of the Lords Cardinal, Magma tells Sunspot that he is not his father. Looking at two of Bogan’s trophies posed in a battle scene, Sunspot tells her that he could be worse than his father! Bishop shuts the book he was looking at, sending dust shooting out. He asks Magma if she is still able to track the others in the Catacombs. She tells him that, thanks to her powers, she can tell that Gambit and Sage are one level above them.
Gambit and Sage burst into a chamber in the catacombs, revealing a throne room. Gambit tells Sage that it seems the Catacombs are empty. She tells him that, with Bogan, appearances can be deceiving. Looking at the room, decorated with shackles on the walls, Gambit tells Sage that a thief could retire on what he sees there. Pointing out that this room is a replica of the original Hellfire Club’s throne room, she asks him if he is tempted to steal anything. Gambit sits in the throne of Bogan’s, telling her that some things are too tainted for even a thief to steal. He asks her what she is looking so hard for. She tells him that she is looking for an item that is almost as deadly as Bogan himself before … Sage busts through a mirror.
With Bishop’s team in the catacombs, Sunspot sees a mannequin that looks oddly enough like Magma! Sunspot calls to Amara, telling her to take a look at the mannequin. Nearing the item, she notices that the mannequin is covered with items from her family. Picking up the sword, she asks aloud how her father’s sword could be there? In answer, the mannequin begins to speak. It is Bogan, speaking through it! Suddenly, masks jump off the mannequin and attach themselves to Sunspot, Bishop and Magma. Elsewhere, the same things are happening to Sage, Cannonball and Rogue. The only two shown not affected are Skids and Gambit. As Sage is attacked, her last instinct mistakenly sends a bullet from her gun, striking Gambit in the chest. Bogan talks through Sunspot, telling them that he always saves the best for last.
Rachel awakens from her sleep, screaming to an unseen attacker. She tells him that he got her once, but it won’t happen again. Rachel begins to turn to her shadow appearance and a tattoo of the phoenix glows brightly over her left eye. She uses her powers to grasp every member in Rogue’s house and hurls them into Lila’s sentient house, with herself following close behind. When Storm asks aloud if Rachel is attacking them, Kitty tells the others that it doesn’t seem like an attack, but like Rachel is trying to protect them. Inside Lila’s house, Rachel tells them that Bogan cannot reach them here. Kitty comforts her terrified friend, but asks her who will protect the others?
Back in the catacombs, Amara dreams of awakening to see her old tormenter, Selene, standing before her. Amara stands in defense, holding her father’s sword between herself and Selene. Selene tosses a Romanesque helmet at the feet of Amara, telling her that her mother had worn that same headpiece when she claimed her! Amara is shocked to see Selene as her attacker. Selene states, where else should a mutant child that wields the very power of Gaea be found, but at the feet of the reigning Black Queen of the Hellfire Club.
Roberto dreams that he is the Lord Imperial of the Hellfire Club. Standing in the original throne room, the friends that followed him into battle against Bogan are all shackled to the walls, paying homage to him. Bobby, dressed like royalty, looks out towards his one-time friends and sadistically smiles.
Rogue stands above Sage, Gambit and Storm, as a hidden voice congratulates her on killing her friends. She holds onto a two-edged double-fisted sword and tells Vargas that she will do better! Vargas stands close by, bare-chested and holding his own sword. He tells her that Destiny’s diaries predicted his death at her hands, but he spits in the eye of prophecy. Vargas closes in on Rogue and the two one-time enemies passionately kiss. He tells her that he wants her by his side. Transforming into Mystique, Rogue tells Vargas that it works for her, “sugah.”
Bishop sits in nothing but his shorts, in a Yoga-type stance. The mutant smiles, as he reaches for his face to pull the mask off of himself. Back in the catacombs, Bishop lies on the ground with his mask shattered around him.
Sage lies on the floor of the throne room, as a shadowed figure nears her. Sage sits up quickly, with her mask shattered about her and the gun pointing straight at her supposed attacker. Gambit swiftly grabs the gun from Sage’s grasp, telling her that he has had enough of her foolishness with guns for one day. Sage looks angered, wondering if she hadn’t shot him. He tells her that she did, but his X-Men armor protected him. He goes on to say that he is glad she didn’t aim for his head. Sage smirks, telling him that he has such a good-looking head, who would want to blemish it? Gambit helps Sage to her feet. Sage explains that Bogan is trying to anchor to their souls, but it seems that Gambit was spared, since he was so near death. Gambit bows to Sage, offering her the gun back; he tells her that he could not have captured him anyways, since he is so slippery.
Her and Vargas are still passionately kissing, when a “snikt” sound is heard, leaving Vargas clutching to his chest. Rogue, still in Mystique form, tells Vargas that she is an X-Man. Awaking from her dream, she says aloud that she will be an X-Man till the end. Surrounding Rogue are the shattered pieces of her mask.
Sunspot looks down at the crown in his hand. Using his massive strength, Bobby crushes the crown between his hands. Awaking from his dream, he screams out that he did it, he defeated his temptation. Surrounding him are the pieces of his mask. Crawling over to Amara, he is shocked to see that she is still in her trance.
Selene tells Amara to not make the same mistake her mother made in defying her. Amara strikes out with her father’s sword, asking Selene if she killed her mother. Selene dodges the attacks, telling Amara that she is such like her father, as he tried to defend her mother with the same bravado. Selene tells Amara that her sword cannot harm her. She goes on to say that the Rome that is legend to Amara is a memory to her. Amara scream out, as Selene’s cape begins to wrap Amara in a prison of it’s own that Bogan will never have her. Selene tells her that this has nothing to do with Elias. Amara drops the sword from her hand, as she is imprisoned in Selene’s cape. She asks Selene what she has done. Selene tells her that he mother refused the glory she was offered. Amara surrounds herself in flames, telling Selene that she refuses it as well. Selene tells her that she refuses this time, perhaps, but immortality breeds patience. Selene laughs as she is covered in Amara’s flames.
Bishop hurls his body over Sunspot and Amara’s, as the room around them begins to shake. Gambit and Sage rush into the room that Bishop’s team occupies. Gambit tells them that, if this earthquake is caused by Amara, only she can stop it. Sage states that they have no time to awaken her, as it seems they have little hope of saving themselves or the city above them. Bishop points an accusing finger towards Sage, telling her that she needs to have more faith. Firing an energy blast at the ceiling, he tells the others that he will give them an exit.
Above them, the blast penetrates through the roof of the X-Corp building, giving them moonlight to reach for. Just then, Cannonball flies through, holding Rogue and Skids. The two women grasp hold of Sage and Gambit, while Cannonball flies the five of them to the surface. Bishop tells him to hurry up and return for them. He does not get the chance, for as soon as he exits the Catacombs a huge lava flow grasps the stone floor that Bishop, Sunspot and Magma lie on and jettison them to the surface.
Outside, on the property of X-Corp L.A., the team watches as the building sinks beneath the ground in a flurry of lava. Sage tells them that the eruption seems to be subsiding, meaning Amara is waking up. Amara apologizes to Roberto for destroying his building. Comforting her in his arms, he tells her that the building is insured; the important thing is she was able to defeat the monster that lived inside her. The team huddles around one another, as Sunspot looks up, telling them that next time he prays it is Bogan’s and not his house. Gambit looks at the small volcano where the building used to be and asks the others how they are going to explain that?