Charles Xavier and Magneto wash ashore in the Savage Land. They realize their way of entrance has been obstructed, so they will need to find another way to leave the Savage Land. Then they are discovered by –of all things—by a dinosaur. Still powerless, Magneto kills the dinosaur by tricking it in to leaning over an exploding geyser.

Meanwhile in Russia, a military resurgence is occurring. A Russian general is attempting to re-conquer all the countries that the Soviet Union ceded, and he has the help of his country’s most infamous Cold War weapon—Omega Red. Darkstar, another of the general’s mutant agents, reports that Red has successfully begun returning the insurgent countries to the control of Mother Russia. She expresses doubt that the general can control Red.

In Westchester, New York Jubilee tries to quell a Friends of Humanity riot at a nearby convenience store. The bigots overwhelm her until she is joined by Colossus. The F.O.H. are quickly repelled by the steel strongman.

Afterwards, Colossus explains why he is in the United States. His newly freed homeland is being threatened by a monster named Omega Red, and he desperately needs the X-Men’s help. Unfortunately Jubilee is alone at the mansion, but she agrees to accompany him –leaving a note on the fridge to explain where she has gone. She even flies Colossus back to Russia in one of the mini-jets, but that is a mixed blessing since her piloting skills shaky.

Back in Colossus’s homeland, Piotr and Jubilee observe the destruction. Omega Red has dissolved the Parliament violently, despite Darkstar’s protests. Red declares that the empire will feel the rule of an iron hand, “my iron hand.”

Colossus brings Jubilee to his family’s farm. It is in shambles. The destruction provokes him to reminisce about his family. He remembers the time that he saved his little sister, Illyana’s, life from a tractor by manifesting his mutant powers. But now, she is nowhere in sight. Then from the wreckage, Colossus hears a muffled shout, “Piotr!” His little sister is safe. She hid when the soldiers came.

In New York, Wolverine returns home and reads Jubilee’s note. He hastily departs to fight one of his oldest foes.

Illyana shows Colossus and Jubilee where the captives (including their family) are being kept. Colossus impulsively attacks the base, and he and Jubilee have some success until Omega Red takes Illyana hostage.

Wolverine unexpectedly tackles Omega Red and frees Illyana. Red wraps his coils around Wolverine and taunts him about being too old for this. Wolverine claws Red and frees himself. Colossus then throws a tank (a really big tank, too) onto Omega Red. Jubilee and Illyana use the distraction to free all the hostages and lead them to safety. Colossus and Wolverine also retreat. Omega Red tears the tank in to two with his tendrils and spouts threats as Darkstar looks on in concern.

The hostages set up a camp. Their Wolverine explains his history with Omega Red. They tangled during the Cold War, and Wolverine was only able to beat him with help from Maverick and a lot of luck. As Colossus and Wolverine talk, the Blackbird descends. The cavalry has come in the form of Storm, Rogue, and Gambit. Storm admonishes Jubilee for leaving the mansion, but Wolverine insists it was necessary.

At Omega Red’s headquarters, he and Darkstar quarrel. She thinks his tactics are rendering the general’s victories hollow. What is the point of recreating the empire if all the towns in it are destroyed?

At the camp, the X-Men and Colossus are assaulted by the general’s army; but the X-Men are able to rout them with Darkstar’s aid. Afterwards, Darkstar declares her intentions: she was wrong to help the general, and Omega Red must be stopped at all costs.

The X-Men, Colossus, and Darkstar attack Omega Red’s headquarters. They quickly destroy the tanks, but Omega Red quickly drains the X-Men of their energy one by one: first Gambit, then Jubilee, then Rogue, then Wolverine, and finally Colossus.

Then Darkstar has an epiphany. She tells Storm to freeze Red as he was frozen before. She begins to but needs Colossus to hold Omega Red so he cannot escape. Colossus tells Storm to freeze them both, but that is unnecessary. Darkstar uses her powers to trap Omega Red in a forcefield so he cannot move. Storm freezes Red in a chunk of ice.

Later at the general’s office, Darkstar tells the general that his dream will not come to fruition. Omega Red, and consequently he, has been stopped.

Back at Colossus’s new village, Wolverine offers Piotr membership in the X-Men. He declines insisting that his place is here with his family; but he does promise to visit.