In the Wastelands of Limbo, Illyana is teaching Pixie how to perform a complex teleportation spell. Pixie is hovering upside down surrounded by brilliant pink arcane energy. As the other students stand and watch, Rockslide is giving Anole a hard time as usual. He tells his reptilian friend that if his plan is to let evil Illyana turn Pixie into Dark Pixie and then teach her a magic spell so they can all go fight the devil, then Anole should replace Cyclops as leader of the X-Men right now. Victor tells him to shut up and Blindfold points out that he did save Pixie and that she will not fall.
Pixie’s incantation fails and Darkchild harshly reprimands her, telling her she should be able to cast the spell silently. Pixie tells her that this isn’t even English and it’s a lot of words. She tells Illyana that she’s mean but the Darkchild insists she try again.
Outside Belasco’s castle, Surge, Hellion and the Megaton Sentinel are fighting the demon hordes of Limbo. Lex tells the others that he’ll deal with the demons as long as he can and orders them to make their way to the castle. Surge reminds him that Amanda Sefton is their ticket out of Limbo and he urges them on.
As they arrive in the palace courtyard, Belasco is threatening Dust and Mercury. X-23 is badly hurt and Elixir is just making it to his feet after delivering a nasty attack on Belasco. Hellion pulls Dust from Belasco’s grasp as Surge lashes out with an electrical assault. She tells the ranting demon lord to shut up and die. She tells him that he’s going to die for killing David. He advances, seemingly unfazed by her electrical onslaught. As he nears her, he is driven into the ground by a telekinetic assault. Hellion lands next to Surge and tells her it’s over. She tells him not to get in her way after what Belasco did to David and Hellion asks if she’s referring to the David who is alive and well and helping the Stepford Cuckoos to their feet.
Belasco uses this momentary distraction to his benefit and unleashes a massive blast of arcane energy that knocks Surge and Hellion off their feet. He places his boot on Hellion’s head and grabs Surge by the throat. He tells them he can smell Illyana on them both and demands to know where she is. Hellion asks Belasco who she is.
At that moment, Illyana appears in a teleportative spell cast by Pixie. Standing behind her are the remaining students from Xavier’s. Belasco turns, discarding Surge like a rag doll and turning his fury on the Darkchild. He is enraged and declares “How dare you come here!” Illyana tells him that it ends here and ignores Anole’s warning to wait. The Darkchild coats her entire body in silvery armor before leaping at Belasco.
Her attack is blocked by Rockslide who tosses her aside and tells her that Anole told her to wait. He grabs Belasco and asks if it’s okay for him to pound him. Anole tells him to just hit him. Belasco in turn orders S’ym to kill them all. S’ym merely grunts “Finally” as he leads the other demons to attack.
As a fierce battle breaks out, Pixie checks on Illyana. Anole urges Pixie to use her new “soul dagger”. The Darkchild glares hungrily at Pixie and says that she needs more power. At that moment, Belasco lashes out at Illyana, declaring that she is not fit to be in his presence. He grabs her by the face and tells her that he showed mercy and spared her life. He declares that f this is her way of repaying him than he is more than happy to correct his mistake by killing her now.
He is stopped by X-23 who slashes at him and tells him that sparing the Darkchild was not his only mistake. He calls Laura and abomination and asks how many times her has to kill her before she learns! X-23 smiles and tells him she’s learned enough and suggests that Belasco take David instead. David stands behind alongside the Stepford Cuckoos who have been freed from Belasco’s power-negating helmets. They each glow with psionic power as they tell the demon lord that they did not like his helmets. Belasco falls to his knees as the trio of telepaths mentally attacks.
The sisters ask what he wants and rip the answer from his mind. They see the innocents he has kidnapped and manipulated: Beatrice, Shanna (the She-Devil) and Illyana. They realize that unlike the others, he had special feelings for Illyana and that her inevitable rebellion hurt him deeply. When he thought she had returned to life he became obsessed with reclaiming her. When he couldn’t locate her, he attempted to recreate her. He managed to restore her body and mind but could not instill this reassembled shell with a soul. David hears the story and realizes that Belasco didn’t do this out of a lust for power or revenge, but from a twisted kind of love!
At that moment, Belasco’s mind resists the Cuckoos and overwhelms them. He lashes out threatening to bring Earth to Limbo and burn it away if that is what it will take to find Magik. Seeing this display of raw mystic power from afar, Lex urges Amanda Sefton to wake up. He watches in disbelief as New York City appears on the horizon as it begins to merge with Limbo. At Dr. Strange’s Sanctum Sanctorum, Spider-Man notices the shift as well and alerts the Sorcerer Supreme to the sudden appearance of flying demons outside. Strange declares that this is indeed bad and he is not certain if he can stop it in time.
The New X-Men unleash the full range of their powers against Belasco who stands in the center of it, unfazed by their assault. Illyana darkly tells Pixie that now is the time. Pixie admits that she is scared and doesn’t think she can do this. She asks the Darkchild “Why me?” Illyana replies that Pixie was the student with the most pure soul giving her the most power in Limbo. She tells Pixie that if she cannot do this, then each and every one of her friends will die. The battle rages and Belasco seizes Surge by the neck once more. He tells her that he will take great pleasure in killing the children of the X-Men. At that moment, Pixie strikes. She cries out “NO!” as she plunges her soul dagger into Belasco’s back. Arcane energies erupt from his mouth as he falls. The column of mystic power that holds the X-Men dissipates and the breach to Earth is instantly sealed.
Belasco looks up at the Darkchild and tells her that it was he who gave her life and begs her to come back to him. She tells him that he gave her a soulless existence filled with pain. She tells him that she has found the power to thank him for that and shows him the locket with the bloodstone she crafted from Pixie’s soul. Belasco defiantly tells the Darkchild that he will find Illyana. She tells him that he won’t and strikes with the bloodstone. Belasco vanishes leaving a crater where he just lay.
Anole asks her if she’s alright and Pixie asks if they can go home now. Illyana replies that she has to finish what she started. The demons of Limbo bow to their new mistress. The Darkchild declares Limbo to be hers and tells Pixie that with all five bloodstones forged from her soul, she can rule Limbo as a god. Anole tells Illyana that she doesn’t have to do this. The Darkchild snarls at Victor and tells him not to call her by that name.
At that moment, Colossus sees her and calls out to her with his private nickname for her “Snowflake.” The Darkchild’s eyes go wide as she sees Piotr, the joy and disbelief on his face apparent. He asks her cautiously if she has returned to him. Nearby, Kitty warns him to be careful. He touches the Darkchild’s face and asks if she is really his Illyana. She pulls away and says “No!” demanding that he not look at her. She yells at them all to go away and summons stepping discs to return them to Earth.
Wolverine curses and says that it’s her. Lex fires off a few rounds at the demons as he and the Sentinel unit disappear. One by one, they all vanish. Pixie cries out frantically at Illyana asking what will become of her soul. As the stepping disk rises he pleads with her not to do this and to let him help her. She touches his cheek just before the circle closes. She then says sadly, “Good-bye, brother.”
Later that night at the Xavier Institute everything has been restored to its normal state… almost everything. Anole sits with Pixie telling her that Trance woke up okay and that Colossus wanted to go back to Limbo to find Darkchild. Amanda Sefton said that Limbo has been sealed off and Illyana is unreachable for the moment. He also reports that Santo is still made of Limbo-rock and that his new arm itches. Pixie looks at him and tells him that her soul itches. He tells her “touché”.
Santo arrives and greets them by calling them nerds. Victor tells him that he’s too tired to yell at him and Rockslide says “Good”. He explains that he’s just talked to Surge and Cyclops and told them that if they couldn’t make room on the team for Pixie and Anole than he would quit to make room. He tells them that they deserve it and then adds “nerds”. Both Megan and Victor smile widely.
In Limbo, Darkchild sits on her newly reclaimed throne. N’Astirh hisses at her feet and S’ym asks “What now?” Illyana gazes at a green swirl of mystic energy that seems to hold images of Piotr and Kitty. She smiles eerily and declares “Now I get my soul back.”
The Beast and his twisted counterpart “Doc” (AKA Dark Beast) make their way to the former laboratories of the Mutant Genome Project in Alamagordo, New Mexico. Beast tells “Doc” that he’s been her before and the place is empty. The Dark Beast replies that it is “rich with history”. Beast notes that he is aware that it was the playground of early genetic trailblazers during the Cold War including Professor Xavier’s father and stepfather. Doc tells Hank that that is merely scratching the surface and like the human body, this place gets much more interesting once you open it up. He opens a panel door and ushers Hank into the heart of the complex, the area designate “Black Womb”.
Beast says that he’s aware of Project Black Womb which studied mutant infant. Doc chuckles and say that “study” is a word that is so full of possibilities. He pulls up a photo on a computer that shows some of Black Womb’s participants: Kurt Marko, Irene Adler, Nathan Milbury and Amanda Mueller. Doc notes that Irene Adler was later known as Destiny as well as “Dr. Milbury’s” resemblance to Sinister. Beast doesn’t recognize Amanda Mueller and Doc explains that she was the woman behind the curtain and was well over one hundred years old despite her youthful appearance. He adds that he wouldn’t kick her out of his bed. Dr. McCoy says that he finds these covert experiments on mutant infants unconscionable… almost as revolting as the Dark Beast’s own experiments. Doc smiles and tells his blue counterpart that he should keep watching as it only gets better.
He turns up the sound on a film clip that shows Mueller and Milbury “studying” one of their mutant subjects. The mutant baby is in some kind of incubator. Mueller explains that this child will never be able to pass for human. The mother believes it was stillborn but in reality, the father sold the child to them for research purposes. The man told them that he would have paid them to take the child. Milbury responds that they are free then to begin dissection and asks if he should use ether. Mueller simply replies that she doesn’t want any chemicals to affect their data. So she will smother it. She places her gloved hand over the infant’s mouth. Its tiny webbed hand reaches out and its eyes grow wide as it suffocates. The Beast pulls away from the screen and calls them monsters. Doc asks what he expected exactly and tells his more scrupulous self that this is how they are going to get the answers that he is seeking.
Hank grabs Doc by the jacket and tells him that he will die before he will do anything like what they’ve just seen and that he’ll ensure that they both stick to that. Doc tells him to calm down and that they have plenty of options to try before resorting to baby-killing. He adds that to save mutantkind they may have to get their hands dirty and that if he does not understand that, then there’s no point in moving forward. He asks the Beast if he’s ready to get dirty. Beast tells him that there are limits and Doc agrees that they are educated men and he just needs to be sure that he can count on him before proceeding to the “good part”.
Hank asks if Doc has been here before as well. He replies that he hasn’t but that Sinister’s descriptions of its secrets was so enticing that he stole the files on the place. In those files, he learned of Sinister’s secret lab that was sealed decades earlier. He expects they might find some valuable data there. Beast voices his suspicions that it’s not just DNA sample or gene-maps that has Doc so excited to be here. Doc replies that the place was supposed to be under SHIELD surveillance and that he’s surprised that no one has confronted their presence there. As they approach Milbury’s lab, a pungent smell hits them. They enter to find the lab ransacked and the bodies of several SHIELD agents amongst the toppled equipment and purloined files.
Doc says it looks like they missed the fun at which point he is attacked by a robotic SHIELD drone. Beast pulls him deftly from harm’s way and the pair manage to evade the first volley of energy attacks that issue forth from the robot’s single “eye”. Doc says that the robot is a relic and Beast notes that despite its apparent age it’s still capable of killing them if they aren’t careful. Doc notes that the room looks like Sinister’s work and guesses that he left this robot intact just for them. Beast grapples with the robot to open its service hatch to disable it. The two Beasts then work in tandem to destroy the machine. Beast looks upon it and notes that it fought hard and perhaps no one likes to admit that its time is passed. Doc tells him to spare the melancholy metaphors and informs Beast that Sinister took all the valuable data and wiped the memory banks. Hank curses and realizes that this is just like what happened at Neverland. Doc admits that in that case it was he who erased everything and he’s been doing that everywhere he’s been so that no one else can use this data to put a final nail in the coffin of mutantkind. He adds that nothing he’s found so far has helped move them any closer to reversing the effects of M-Day. He had hoped Sinister’s century-long research may have helped them but realizes that that doesn’t matter now.
Beast points out that when he sought Sinister’s help, the mad geneticist seemed to think it beneath him to collaborate with the blue and furry X-Man. It occurred to him, however, that Sinister may be working on the same problem himself. Doc says that while this may be true, is McCoy really ready to leave the fate of the mutant race to Sinister? Hank sees his point. Doc says this avenue has been closed to them so now they have to get creative. Beast sighs and tells Doc that he’s seen his idea of creative and it’s exactly what he meant when he told him that there were limits to what he would do. He vows that he will harm no one in this pursuit. Again, Doc tells him to calm down and that what he has planned won’t hurt a living soul. He tells him that without Sinister’s files there are things they will need to continue their research namely an ample supply of mutant DNA samples. He smiles sinisterly and says that he has an idea of where to find them