The Savage Land. Sauron and his minions engage Ka-Zar and his Fall people in battle outside the citadel built by Mr. Sinister. Despite their use of primitive weapons, the Fall-people manage to drive Sauron ad his forces back. Ka-Zar notices that Sauron is weakening. He retreats to the safety of the citadel, where he cries out in pain as his wings retract and his tail disappears. Ka-Zar gives chase and engages him in battle. He manages to fight the weakened Sauron to the ground, but before he can kill him, he is blasted from behind. Sauron gets up and sees a woman standing in the doorway. This woman, dressed in ceremonial garb, directs her staff at the floor and opens a winding staircase descending into the lower levels of the citadel. She introduces herself as Zaladane, high priestess of the sun god Garokk. She reveals that she knows Sauron’s secret that he must absorb mutant energy in order to sustain his form as Sauron. When asked how she came to know this, Zaladane simply replies that Garokk is wise. When Sauron states that Garokk is nothing but a fairy tale designed to frighten children, Zaladane presents a necklace bearing Garokk’s likeness and says regally that Garokk is power. The necklace discharges crimson energy, which seems to recharge Sauron momentarily. She points her staff to the wall, and opens an archway to the outside. She leads Sauron through the door, where he finds a large statue of Garokk’s head and a small aircraft. Zaladane explains that Magneto left the craft in the Savage Land, and that Sauron must now use it to escape.

As she speaks, Sauron’s transformation into Karl Lykos completes itself. Now human, he states that he safe. With no mutants in the Savage Land, he feels sure that he will never turn into Sauron again. But Zaladane convinces him that Ka-Zar will not take that chance, and that he must leave. Lykos agrees and climbs into the cockpit of the plane. Just before he takes off, Zaladane hangs the Garokk necklace around his neck. Lykos programs the plane’s autopilot to take him to New York and he lifts off. Zaladane turns to the statue of Garokk and says: "It is as you commanded." In response, the statue’s eyes begin to glow.
In New York’s Central Park, Rogue and Storm are on horseback. Coming to a halt, Rogue calls out to Storm that she would gladly trade flying for riding any day of the week. Catching up to her, Storm jokes that she is surprised Rogue can tell the difference at her pace. Rogue on the other hand, urges Storm to cut loose a little. Somberly, Storm states that while she admires Rogue’s spirit, the unique connection between her emotions and her powers force her not to. Though Rogue does not pay her much mind as she rides off again. Nearby in the subway, Lykos (dressed like a beggar) attacks a smartly dressed man. Grabbing him by the cheeks and absorbing his energy, Lykos stops suddenly. Racked with guilt, he exits the subway, stating that he is no better than a vampire. He walks out onto the street, cringing in pain from a kind of withdrawal symptom. In a nearby museum, Jubilee, Wolverine and Beast walk through a prehistoric exhibit. Jubilee complains about how bored she is and they exit the museum. While Beast suggests that they visit another museum, Wolverine and Jubilee opt for a chili-dog instead. Watching the two of them as they approach the stand, Lykos notes that he senses unnaturally large amounts of energy emanating from them. He cringes again, and resigns himself to absorb their energy, stating that he only needs a little to live. Pretending to be a beggar, he approaches Wolverine and grabs him. To his horror, he finds that energy he was sensing were mutant powers. He lets go of Wolverine but it is too late, the transformation into Sauron has begun. He rips free of his clothes as he changes and takes off. Jubilee tries to blast him, but he is already too far away. Beast alerts Rogue over com-links that Sauron is coming their way.

In Central Park, as Sauron flies over them, Storm recognizes him from their previous encounter in the Savage Land. Getting off her horse, Storm summons lightning to change out of her clothes and into her X-Men uniform. She takes off and chases Sauron past a nearby office window, much to the surprise of the people on the other side. Turning to face her, he recognizes her as well. Storm conjures up an ice wind and directs it at Sauron. Shrinking away from Storm’s wind, Sauron turns his hypnotic powers on the approaching Rogue, turning her against Storm. Rogue punches Storm in the stomach, forcing her to defend herself with a tornado. On the ground, Wolverine, Jubilee and Beast approach. As she plummets toward them, Rogue perceives them as monsters and scatters them with a punch. Storm warns them via communication badges that Rogue has fallen under Sauron’s spell. Sauron now turns his hypnosis on Storm, putting her to sleep. He grabs her and flies high into the sky. Jubilee tries to blast him but he’s out of her range. Removing his coat, Beast grabs Rogue, and covers her eyes. Apologizing profusely, he directs her into the duck pond. Now shaken from her daze, Rogue asks where she is. Meanwhile, Wolverine and Jubilee go after Sauron. Before they can reach him however, the amulet around his neck fires a bolt into the ground, causing a minor earthquake. Sauron’s aircraft appears out of the ground and he uses it to escape with Storm. Wolverine correctly guesses that Sauron is taking her back to the Savage Land.

In the Blackbird, Beast informs Wolverine that he was unable to contact the other X-Men on Muir Island. Wolverine responds by frowning, saying: "Studying Jeannie like a lab-rat." Jubilee is the last to embark. They lift, and Rogue states that she isn’t looking forward to returning to the Savage Land after their previous experience with the place. Meanwhile, in the Savage Land, Sauron drops Storm on the floor in front of Zaladane. She commends him for bringing Storm, recognizing that deep within her, lies the potential for limitless power. She tells Sauron that for him to get to it, he must relinquish her of her self-control. As he enters her mind, Storm does her best to fight Sauron’s control but in the end she is unable to resist him. She slumps in the arms of the men holding her. Zaladane inquires as to her condition, when suddenly Storm begins to laugh evilly. Lightning shoots from her as she pulls free of the men’s hold. Within moments, she creates a tempest over the entire landscape, yelling that she is free. At Zaladane’s behest, Sauron grabs Storm and absorbs her energies. As she drops to the floor, he states that he has never felt so charged. Taking flight, he calls out that Storm will sustain him forever. The Blackbird descends through the clouds above the Savage Land, and looking out the window, Jubilee expresses her excitement at seeing dinosaurs. She sees the face of Garokk imprinted into the soil, and Wolverine explains that Garokk is a local legend Ka-Zar told him about. Beast adds that his worshipers believe that Garokk’s soul is imbued with the very soil of the Savage Land. They touch down, and Wolverine cautions everyone to be on alert. Beast scans for Storm’s genetic frequency, informing them that she is unquestionably there. Rogue takes off to look around, when Wolverine catches the scent of something dangerous. Suddenly, a huge Tyrannosaurus Rex smashes through a grove of trees. Jubilee fires at it, and Wolverine tackles her out of the way before it bites her. Beast jumps on its back, but is thrown off. As the T-Rex moves to bite Beast, Wolverine slices through a tree trunk, lodging it in the dinosaur’s jaws. Rogue swoops in grabs Beast. As the T-Rex pursues them, Ka-Zar suddenly jumps onto the T-Rex’s back out of nowhere and leashes it. He calls to the X-Men to help him direct it toward the clearing and they oblige. Jubilee gets knocked into a mud-pit by the dinosaur’s tail. They manage to drive the reptile into the clearing, where it falls into a pre-dug pit covered with leaves. Rogue pulls Jubilee out of the mud, joking that they should get her a baby-sitter. Still in the process of telling Rogue she is capable of taking care of herself, Jubilee is suddenly frightened by Ka-Zar’s pet Sabertooth-tiger, Zabu.

Later, around a campfire, Ka-Zar recounts the events leading up to the battle with Sauron. He tells of how the statue of Garokk appeared overnight in their village and that his people took it as a sign to engage Sauron once more. Attributing their victory to Garokk, the people began worshipping him. Beat questions Ka-Zar as to where he stands. Ka-Zar replies that his people have been liberated, he doesn’t need to know how. Behind them, Jubilee appears, now dressed entirely in animal skins. Suddenly, several of Sauron’s minion’s charge into the village mounted on dinosaurs. Pterodactyl rider grabs Jubilee and Rogue pursues, getting herself grabbed in the process. Beast hurls Wolverine into the air, allowing him to kick off one of said riders. Jubilee blasts the rider carrying her and jumps on the Pterodactyl’s back. On the ground, Beast dispatches one of the mounted Riders by swinging over a tree branch and kicking him from behind. Rogue frees herself and tosses the Pterodactyl plus Rider away in her signature 360-degree fashion. Sauron attacks her from behind and she flies through the clouds. He follows, but the cold injures him. He tried to hypnotize Rogue, but she covers her eyes, allowing him to toss her away. Beast catches her inches away from he ground. Wolverine tries to stop him, but Sauron grabs the Pterodactyl he is riding, absorbing it’s energy and bringing Wolverine down as well. Again Beast catches him, commenting on how he can see a pattern developing. Leaving only Jubilee in a position to stop Sauron. She goes after him, firing randomly. Sauron can feel himself reverting back to human and finds himself vulnerable to a well placed bolt from Jubilee. She sends him flying into a rock face, before firing a section of the rock face on top of him, burying him in boulders.

In the Temple, Zaladane kneels before the statue of Garokk and states that his plan is coming to fruition. The Statue shakes and bellows in a deep voice that the time has come. He commands Zaladane to release Storm, still shackled inside the temple. Once freed, Storm blows through the ceiling. Nearby, the now human Karl Lykos crawls out of the rubble. Wolverine means to kill him, but Ka-Zar stops him, recognizing Lykos to be a good man. Lykos explains that it was Mr. Sinister’s experiments, which turned him into the monster Sauron. He states that he wishes to pay for Sauron’s mistakes, but Beast instead offers to help him study his condition. Just as Wolverine begins to inquire as to Storm’s whereabouts, lightning snakes across the sky. As they all stare at the raging tempest, none of them can believe their eyes as they see Storm emerge from the middle of it.