On the beach, Toad doesn't understand how he could fail twice – first with
Jean, then with Rogue. He starts shooting his tongue at some flies, but
Nightcrawler grabs it and angrily asks him where the others went. Toad
agrees to tell them, since now he doesn't owe Magneto anything anymore.
Shadowcat is confused, and asks who's Magneto. Toad explains that Magneto is
"one major mega-mutant" who's scanning out the best from the worst and they
lost. Nightcrawler asks what happens to the winners.

On Asteroid M, Professor X is still shocked to see Cyclops and asks him to
explain. Cyclops tells him that they're just there to listen, but Xavier
shows him Storm, Jean and Rogue in the tanks. Scott angrily demands an
explanation from Magneto, and Magneto tells him that it's simply a
precaution, as not everyone has the maturity to accept the need for change.
Scott demands their release and Lance prepares to battle him, but Magneto
says that he'll release them later and that they're perfectly safe. Xavier
tries getting to Scott telepathically, planting doubts in his mind and
telling him that Magneto's motives cannot be trusted. Magneto realizes
what's going on and pushes Xavier into a tank as well, but not before the
professor manages to send a telepathic message to Logan, telling him to lose
his battle with Sabretooth. Scott gets angry again and prepares to shoot at
Magneto, but Magneto tells him and in that case Xavier will die. Alex breaks
up the fight and tries to calm Scott down, telling him that no one should be
getting hurt and that he needs Magneto's help with his powers. Scott sighs
and says that he doesn't like it, and Magneto removes his helmet and tells
him that his brother his right and that he is not the enemy.

On the island, Sabretooth is attacking Wolverine again. Logan gets Xavier's
message, but doesn't understand it, so he tries to get Sabretooth to help
him understand. He tells Sabretooth that he knows about Magneto, and
Sabretooth answers that in that case, he know that he belongs at his side.
Logan gets the idea and tells him he's right, letting Sabretooth win. A
metal sphere comes to pick up Sabretooth, and Logan watches him leave. Then,
he notices the Brotherhood helicopter.

At the Institute, the place is trashed from Storm's battle with Mystique.
Nightcrawler, Shadowcat, Spyke and Toad arrive and are shocked at the mess.
Kitty calls for Storm, but then Mystique shifts from a statue and says that
she isn't there. Toad laughs as he realizes that if Mystique is still there,
then she must be a loser too. Kurt asks his mother what she's doing there,
and she seems pretty angry at Magneto and says that she's going to see him,
whether they're coming with her or not. Wolverine arrives too and says that
they're coming to rescue their friends. Mystique agrees and says that she'll
call the shots, but Logan says that in that case she can get her own ride.
She gives up, and the six of them walk outside, where Logan introduces them
to their new jet – the Velocity.

On Asteroid M, Scott is thinking at the plane crash that killed his parents
when he was a kid. He is remembering how a lightning hit the plane, and he
and Alex jumped out with parachutes and how scared they were. Alex shows up
and asks him if he's alright, and Scott tells him that he's remembering.
Alex says that it keeps him awake at nights too, and then the flashback
continues, showing Scott and Alex fall. Scott pulls the cord on his
brother's parachute and then his own, but his parachute goes on fire and he
hits the ground hard. Back in the present, Scott tells Alex that he spent a
month in coma and the hospital said he was the only one who made it, and
apologizes for not being there for Alex. Alex says that he got along okay
and that his foster parents are nice, and then his hands start aching again.
He explains to his brother that no doctor knew what was wrong with him, but
now Magneto told him. Scott asks how he promised to help him and then
Magneto shows up and tells Scott that he won't just help Alex, but Scott and
the others as well. He leads the brothers to his enhancing machine, where
Sabretooth, Avalanche, Quicksilver and Blob are watching. He explains to
them that this is a genetic enhanced powered by the mystic Gem of Cyttorak
that can evolve mutant powers to their full potential. By using the
chambers, he tells them, Alex's pain and Scott's lack of control will
disappear. Scott says that he wants his friends released, and Magneto says
that they will be, but only after he'll go through the transformation, so
they can see what he's offering. Scott says that he can't be sure that it
works and tell Magneto to go through it himself, but Magneto answers that he
already had – his powers are fully evolved. Still, he agreed to make them a
demonstration and orders Sabretooth to enter the chamber, which he does.

In the Velocity, the "losers" are getting close to Asteroid M. Toad is
terrified and is sure that Magneto is ruining the jet, but Wolverine "calms"
him by telling him that the crate's built without metal.

Back on Asteroid M, Sabretooth exits the enhancing chamber more muscular and
evolved. Magneto then offers the brothers to take their turn. Alex tells
Scott that he want to do it, but not without him. Scott agrees, and they
walk inside. Magneto makes the X-Men wake up so they can watch, and Jean and
Xavier yell to Scott not to do it because it will alter his mind. Scott
turns to run out, but it is too late – the door closes on him. The process
ends and the brothers come out, bigger and with white hair. Alex's pain is
gone and Scott can take his visor off. Magneto gives Alex the codename
Havok, and then tells them that there is another benefit to their
enhancement: their minds are purged of useless emotion and they have a clear
perspective of their dominant roles on Earth. Suddenly, an alarm goes off
and Sabretooth tells them that a plane arrived. Magneto tries pulling it
down, and finds that it has no metal. He orders Scott and Alex to defend
them, and they walk to the landing platform and fire at the Velocity, to
Wolverine's shock.

The Velocity crashes and starts sliding, almost hitting the brothers, but
Jean uses her telekinesis to save them, though just barely, and they get
buried. Shadowcat and Spyke phase out, Nightcrawler teleports out and Toad
opens a hatch for himself, Wolverine and Mystique. Mystique attacks Magneto
while Wolverine frees Professor X, Storm, Jean and Rogue. He asks them where
the X-Jet is, and Xavier answers that it's on the observation deck.
Sabretooth attacks Wolverine, and Xavier orders Storm and Rogue to get the
jet ready while he and Jean will get Alex and Scott. Blob tries attacking
Nightcrawler, but Kurt manages to trick him and knock him down, opening the
enhancer's door in the process. Avalanche attacks Spyke, but Shadowcat saves
him by phasing him through the floor and together they beat Lance. Magneto
attacks Mystique with everything metal he can find and for a while she
manages to dodge all hits, but then he almost succeeds. Toad saves her in
the last minute, but then Magneto tries again and she's thrown into the
enhancer. Magneto follows her in. Sabretooth almost beats Wolverine, but
Toad helps out here too. Quicksilver tries speeding in circles around Spyke,
like he did before, but this time Evan is ready: he shoot a line of spikes
as tire hazard, forcing Pietro to stop. Rogue shows up and absorbs him, and
he drops. Storm tries getting to the jet, but the debris that Lance created
before is blocking the way. The entire asteroid is starting to shake and
tare apart as Xavier and Jean are still trying to reach Scott and Alex. Todd
hops to Fred and Lance and tells them they better run. Lance asks whose side
is he on, and Todd answers that he's on the side that lives as they rush
off. Fred breaks through the debris, clearing the way to the jet. The
Brotherhood boys, Evan and Kitty run to the jet, and Rogue uses her absorbed
speed to get to Ororo and tell her that Scott and Alex are still buried and
Logan got his hands full. Ororo orders her to go, and she speeds away.
Sabretooth is almost winning, but Logan is again rescued when Storm uses a
twister to blow Sabretooth away. Scott uses an optic blast to get himself
and his brother out. He gets angry at Jean, saying that they ruined
everything. He starts trying to convince Jean of Magneto's idealism, but she
and Xavier walk away. They go to the jet with Logan, while Mystique gets out
of the enhancer, muscular and scaly. In the jet, everybody's ready to leave.
Jean is still waiting for the brothers, and they do come at last, though the
asteroid's breaking almost stops them. Eventually they manage to get on
board as the asteroid explodes.

Two metal spheres leave in the last second, and then the brothers use their
powers to ruin the remains of the asteroid and the enhancer, causing them to
return to their normal state. They apologize to everyone and Xavier tells
Alex that when the time comes, he's welcomed to join them. As for the
Brotherhood, Lance says that Mystique must have been in one of the spheres,
and she'll be back.