Washington D.C., at the White House, where a massive mob has gathered in front of the gates. Blind, unthinking, uncaring, unrelenting prejudice has gripped the nation’s capital. Some would say it has been brewing for decades, others will swear it happened overnight. In many ways, both claims are accurate. ‘It keeps getting worse’ the glamorous Doctor Valerie Cooper, wearing a stylish purple trench coat announces. ‘When did the madness begin?’ someone asks her. Valerie explains that it began several days ago, and reveals that they have reports of similar activity from all over the world. ‘It may be too late for us to do anything’ she tells the heroic mutants known as X-Factor.
‘If you truly believed that, you would never have called us in’ Scott “Cyclops” Summers replies, to which Valerie, flanked by three bodyguards, replies ‘Point taken’, adding that it took them some time to track X-Factor down to Worthington’s Colorado retreat. Cyclops informs Valerie that the team isolated themselves there for a reason, but Jean Grey remarks that when the Director of the Mutant Affairs Division of the US Government calls needing their help, ‘Well, let’s just say we know what our responsibilities are - even if we’d prefer, at times, to avoid them!’ Jean adds.
Suddenly, there is a gunshot amongst the crowd of raging civilians. X-Factor shed the long brown trench coats they are all wearing to disguise their costumes, leaping into action, Dr. Henry McCoy a.k.a. the Beast suggests that they best lend some assistance before the frenzied mob overdoes their overzealousness. Jean takes to their air thanks to her telekinetic abilities, while Bobby “Iceman” Drake zooms forward on an ice-sled as Scott orders them to separate the crowd, isolate the gunman and any injured civilians. Valerie’s bodyguards ready their weapons while Bobby tells Scott ‘No prob, fearless leader’ and jokingly offers to hum a few bars of hava nagilah while they are at it. Bringing up the rear is Warren Worthington III a.k.a. Archangel.
From his position in the air on his ice-sled, Bobby begins creating ice pillars and ice walls to keep the people from tearing themselves apart, while asking his teammates if they have discovered if anyone was actually shot. Scott calls out to Hank, who has found the wounded civilian, blood pouring from his chest, Hank reports that the man is losing a lot of blood. Jean telekinetically lifts the wounded civilian out of the crowd, and asks Warren to fly him to the ambulances at the edge of the crowd. Beast remarks that the question remains as to who shot the man, when Cyclops unleashes a powerful optic blast: ‘I’d have to guess it’s the one holding the gun, Hank!’ Scott exclaims as the weapon is knocked from the shooter’s hand.
Archangel and Beast stand near the paramedics, while Cyclops, Iceman and Jean gather around the shooter as the Police rush over to him, and Scott points out that the Police can handle this now. Hank asks how they can be certain that the local constabulary will not begin firing as well, to which Archangel tells him that they can’t, which is the problem. ‘We don’t even know why some people are being affected by this “hatred plague” and why others aren’t’ Warren adds, while the crowd begin chanting things like Mutie scum, Gorilla lover and Taco boy.
Making their way back inside the foyer of the White House, Jean tells her friends that she almost wishes her telepathic powers hadn’t been restored. ‘Their reactions are so - random - their hatred crosses the spectrum - from races, creeds and colors to disagreements over fashion tastes!’ Jean explains, adding that it is obvious Valerie suspects mutant activity is the cause of it all. ‘That’s why the President personally asked you be brought in’ Valerie tells X-Factor, adding ‘The President and one other man…’ her voice trails off, when suddenly, several more men enter the room. ‘I’m sorry to bring you here under such mysterious circumstances…my children!’
‘Professor -’ Jean begins, turning to her one-time mentor. Indeed, Xavier and Peter “Colossus” Rasputin appear, alongside FBI Agent Jacob Reisz, as Xavier tells his original X-Men that the entire world has great need of their assistance. ‘It is time, in many ways, to defeat the very reason I first gathered you all together’ Xavier announces, declaring that if his dream is ever to be fulfilled, the nightmare wrought by the Shadow King must end!
Meanwhile…at Muir Island…the heart of darkness. Here, a madness decades in the making is bearing bitter fruit, and the Uncanny X-Men have shown themselves to be ripe for the Shadow King’s picking. In part of the forest on Muir Island, Forge and Wolverine a.k.a. Logan are with former X-Woman Rogue. Forge holds up a large gun and explains to Rogue that basically, it is an electromagnetic scrambling gun, which temporarily blocks out the Shadow King’s telepathic wavelengths. ‘Course. Ah figured’ Rogue replies, rubbing her head. Forge explains that the gun is just an appetizer, and that once he disrupts the mental hold the Shadow King has, he injects a microscopic neurosynaptic buffer, which puts the individual back in control of their own thoughts and actions. ‘I used it on Wolverine seconds before you showed up’ Forge adds.
‘All right, so ah bow at your feet, Forge. Your mutant ability to invent gizmos is better than anybody’s Rogue exclaims, before asking what happens next. ‘Can ah show off by hitting something?’ she asks. Wolverine tells Rogue that she will get her chance, revealing that they are going after the King himself. ‘Elvis?’ Forge jokes, before asking Rogue if she is ready for a showdown with the Shadow King, but pointing out that the problem is, they haven’t seen him yet. ‘Ah don’t recall ever seeing him - or it’ Rogue exclaims, remarking that she doesn’t know how to put it, but that the Shadow King is just like an umbrella over their heads, keeping their free will, their own souls, from raining down on them. ‘He has to have an Achilles Heel…something…anything!’ Forge exclaims. Wolverine is in doubt that the Shadow King is on Muir Island at all, revealing that he doesn’t smell any scent on the island that he doesn’t already know real well. ‘Which means the King’s either off-Island - or he doesn’t have a human body’ Logan declares.
Suddenly, there is a warning alarm. ‘Now what?’ Rogue asks. ‘Proximity alert’ Forge announces, revealing that he set up motion detectors around them. ‘Someone’s coming, fast!’ Forge exclaims, before Sean “Banshee” Cassidy flies onto the scene, deafening the others with his powerful sonic scream. A moments respite enables Rogue to take flight, asking how they can stop Banshee without hurting him, as he is still under the Shadow King’s control. ‘Just dance with him a while…give me time to hit him with the scrambler field’ Forge tells Rogue, cautioning her to watch out for Banshee’s sonic scream.
Too late, as Sean unleashes his mutant power once more, smacking Rogue with full force, causing her to fall to the ground. With Rogue down, Forge remarks that was easier said than done, and that Banshee is letting go like Pavarotti on a bad day. Forge blasts Banshee with the weapon and asks Wolverine to get on Sean quickly as the scrambler field will only work for a few seconds. ‘Just make sure you’re right behind me with that neurowhatever-youcalledit, bub’ Logan tells Forge, as Banshee falls to the ground after screaming.
‘What in -?’ Sean wonders, rubbing his head, before Wolverine shoves him up against a tree. ‘Make a move, I make an incision’ Logan exclaims, with his claws hard against Sean. ‘What in -?’ Sean exclaims, before Forge injects him, ‘Repetitive little cuss, isn’t he?’ Forge remarks, before announcing that Sean is clear and that the synaptic neutralizer should be kicking in. ‘Forge? What in Heaven’s name are ye doing, man?’ Banshee asks his friend. ‘Whatever comes naturally for the X-Men, Irish…we’re saving the world!’ Wolverine declares.
‘Care to join us?’ Forge asks Banshee, while Rogue join them. Forge tells Sean that he can start by telling them how they can infiltrate the Island and tear down the Shadow King’s dirty little throne. ‘Easier said than done, I’m afraid’ Banshee replies, informing the others that the Shadow King is creating a psychometric backlash all across the world, causing hatred and prejudice to boil over, and absorbing the negative psychic energy to feed his lust for power. Rogue asks how the Shadow King is absorbing the energy, to which Banshee reveals that the Shadow King is using Lorna Dane - Polaris - somehow, somewhere.
Banshee explains to Wolverine and Rogue who are unaware of this, that Lorna’s powers mutated, that she has become a type of human catalyst for negative emotions. Sean reveals that the Shadow King took Lorna and made her a nexus between this world and the Astral Plane. ‘Disrupt that connection and we’ll disrupt him’ Sean suggests, adding that to bring the madman down though, they may be forced to kill one of their dearest friends in the process!
Forty miles from Muir Island, two thousand meters under the North Sea, a large submarine containing an international task force closes in on the Shadow King - and one man comes closer to confronting his destiny…. Inside a meeting room, X-Factor, Xavier, Valerie Cooper, Agent Reisz and Colonel Vashkin bodyguard stand around a scale map of Muir Island. ‘You think this will work, Xavier?’ Reisz asks. Xavier replies that between the ocean depths and the psychic baffles built into this SHIELD submarine, it is their best chance. ‘Now if anyone doesn’t mind (no pun intended), can we determine our course of action?’ the Beast asks.
Jean announces that she is having trouble scanning outwards, and hopes that the Shadow King is having difficulties too. Reisz asks what they can hope to do. ‘This Shadow King, if he even exists, has created the ultimate fortress. An Island stronghold manned by mutant soldiers!’. Xavier looks at Reisz and tells him that they aren’t soldiers, but his students, his family. ‘Using them in this way is a corruption of all I have sought to teach them, that mankind can learn to live together and forget the prejudices and hatreds that divide us so tragically’ Xavier declares, adding that the mad Shadow King is the living embodiment of everything he created the X-Men to oppose.
Valerie tells Xavier that he could be walking into a ridiculously suicidal situation, to which Scott tells her that it is what they do best. Xavier motions to a place on the map and reveals that one of the mind-free X-Men, Forge, has erected a static zone which will disrupt the Shadow King’s control, allowing access to the Island. Cyclops asks the Professor how they can be expected to take down the Shadow King if he has controlled all the other X-Men, adding ‘You’re not part of the assault force and Jean isn’t ready to handle a telepath on his level’. Reisz watches Xavier intently as Charles points out that he cannot leave the submarine without the Shadow King “reading”, while on the other hand, the Shadow King has no idea that Jean has regained her telepathic abilities.
Jean declares that, in essence, though she cannot engage the King in direct mind-war, she can act as a “mask” for their presence on the Island. ‘Exactly’ Xavier agrees, before telling Jean that the Shadow King is a being of pure telepathic energy which is manifested through the Astral Plane. Xavier explains to Jean that the Shadow King has taken human host bodies for decades, perhaps centuries even, and needs that human host as a link to the physical world. Xavier announces that he suspects the human host is no someone on Muir Island, possibly Moira MacTaggert, or his own son, Legion.
Xavier explains that in order to generate this much psychic disturbance, the King must have someone serving as a nexus between the Astral and physical planes. ‘We have to find the human host, and the nexus, and sever them both!’ he declares, before Colonel Vashkin reports that they have ten minutes, so they best prepare.
Valerie and Reisz leave the meeting room, with Reisz telling Valerie that she has performed her task well. ‘You have led the lambs to the slaughter. I am very pleased with you!’ the Shadow King-possessed FBI Agent tells her. ‘Thank you, Master, but aren’t you afraid they suspect? Valerie asks. ‘That the human host they are looking for is standing among them?’ Reisz replies, remarking that it is a pleasure to see Xavier play the part of the fool. ‘Why not simply kill him right now?’ Val asks, to which Reisz replies ‘For the same reason he cannot act against me - the telepathic dampeners on this vessel disrupt our powers’. Reisz adds that, at any rate, Xavier is as foe whose defeat is to be savored. ‘Before I see him dead, I wish to see his dream destroyed - his children crushed’. Throwing his arms in the air as he leaves Valerie, Reisz - or rather, the Shadow King - boasts ‘That is a victory worthy of my decades-long wait!’
Shortly, in the submarine’s auxiliary launch-bay, Xavier tells his original students that these are not quite the circumstances under which he had envisioned their reunion. Jean hugs Xavier, while Scott points out that they do not lead the kinds of lives in which things turn out as planned. Charles reveals that he heard about Scott’s son Nathan, and tells him that he is sorry, adding that he is sorry he never had the opportunity to see a child he would have liked to call his grandchild. ‘I’ve learned never say never, Professor. It keeps my sanity’ Scott tells him.
Scott tells Xavier that after all his years with the X-Men, he of all people should be aware that anything is possible where they are concerned. ‘You’re right, of course, Scott’, Xavier remarks. ‘First time for everything, Sir?’ the handsome Bobby jokes, while Hank shakes Xavier’s hand and announces that he has had a wonderful idea: ‘Why don’t we forget all this fighting stuff - and simply reminisce over tea?’, Colonel Vashkin tells the heroes that he is sorry to interrupt, but that they are ready to leave. X-Factor enter a small vessel in the launch-bay, ‘Good luck, my X-Men. Be careful’ Xavier tells them.
After strapping themselves into the jet, Jean asks Scott if they are going to survive this. ‘I don’t know, Jean. So much has happened lately - I just don’t know’ Scott replies. Hank tells his friends to look at it this way: ‘If we go, let’s do it in a blaze of glory!’. ‘Oh, very Bon Jovi!’ Bobby exclaims, referring to the rock star. ‘T-minus three-two-one!’ Vashkin calls out over the communicator, and instantly, the vessel carrying X-Factor bursts above the water near Muir Island.
From the main submarine, Xavier, Valerie and Reisz watch X-Factor’s progress over monitors. ‘All proceeds smoothly?’ Xavier asks. ‘As well as can be expected, Charles’ Valerie tells him. An officer announces that the cyber-signals read nominal, and that the free-zone is clear for landing. ‘Incredible! They have made it onto the Island!’ Reisz exclaims. Xavier asks Reisz if he is surprised about this, to which Reisz replies ‘Let’s just say I remain sceptical about this entire operation, Xavier’.
On Muir Island, X-Factor exit the jet, and Iceman creates an ice-sled to the access hatch which they needed to find. Cyclops tells the others that the hatch serves as a thermal-energy venting duct, and should lead them to the core of the Island - the Research Center itself. Standing at the front of the hatch, Scott asks Warren to scout on ahead and see what the darkness holds. ‘Sun tzu - the art of war: “Do not attack an enemy who occupies key ground…do not allow your formations to become separated”!’ Hank quotes.
Cyclops asks his friend if they are employing questionable tactics, to which Hank replies ‘According to Sun tzu? We’re wearing spandex, you know. According to me? Let’s go kick some gluteus maximus!’ Hank replies, before Archangel flies down the tunnel. Warren sees a blinding light ahead and reports back that he has target acquisition. ‘Who?’ radios back. Warren replies that he isn’t sure yet, when there is a blinding flash of pink energy as something is thrown towards him, he reports that he has a feeling he will know very soon.
Five beings appear in the dim tunnel, the light emanating from a kinetically charged playing card, courtesy of Remy “Gambit” LeBeau, who along with his X-Men teammates Betsy “Psylocke” Braddock and Jubilation “Jubilee” Lee, and Dr. Moira MacTaggert, the owner of Muir Island, and James “Multiple Man” Madrox, one of Moira’s very own X-Men team, the five don’t look happy. Moira greets Warren: ‘So rude of ye to drip in uninvited!’ she exclaims. Warren reports to X-Factor that he has confronted the targets. Scott asks how many there are, ‘Enough to make it a party!’ Warren replies, before informing X-Factor who he has encountered. ‘Don’t engage them alone - we’re right behind you!’ Scott tells Warren.
Suddenly, Theresa “Siryn” Rourke Cassidy, another of the Muir Island X-Men, appears, and asks Psylocke what is going on, as Betsy suddenly clutches her head, and Gambit is struck by an optic beam. ‘Whoa - Cajun’s hit! Never seen that happen before, y’know? Not that I mind much’ Jubilee mumbles, before remarking that she thinks it was Cyclops, and asking what hit Psylocke. Beast suddenly grabs Siryn and wraps his big furry paw around her mouth, ‘For the sake of your daddy, Banshee, I’d rather you not get bruised in this battle!’ Hank tells her, while Bobby encases Madrox in solid ice, exclaiming that he won’t be able to duplicate himself that way.
Archangel sees Moira running back through the tunnel, ‘Retreating?’ he asks her. ‘Don’t even think about it - if you can think for yourself, that is’ Warren adds. ‘No! No! Blast ye all to Hades!’ the mind-controlled Moira shouts. Cyclops radios back to the Professor, announcing that they are in and clear. Scott informs Xavier that they met some resistance, but that they took them down - Psylocke, Madrox, Siryn, Gambit, Jubilee and Moira. ‘It would appear that the Shadow King plays a tougher mental game than a physical one’ Scott remarks. Xavier tells his prize student not to be lulled by defeating the puppets when the puppeteer is still in control. ‘And be careful of Legion - he may be the host!’ Xavier adds.
Suddenly, Legion appears before X-Factor and those they captured, shouting ‘OR HE MAY NOT!’. Legion blasts X-Factor aside, ‘Either way, boys, girls and gorillas - we still mean trouble!’ the unstable young mutant declares as his pyrokinetic assault slams everyone. Jean regrets that she couldn’t get a telekinetic shield up in time, before Iceman uses his powers to smother the flames.
‘And I’ll smother your life’ Reisz booms as he suddenly wraps his hands around Xavier’s throat. The Shadow King reveals himself, ‘This is the endgame, Charles! As your son ends the lives of your students - so shall I end yours!’ the Shadow King booms. Xavier sees Valerie standing nearby and calls out to her, asking for help, but the Shadow King tells Xavier he is a fool, and reveals that Valerie is his, and that Reisz has been his human host for months. ‘I have been standing beside you all along! And you beg for Cooper’s help? Idiot! The woman is mine’ the Shadow King exclaims, telling Xavier to see how his life ends. ‘“The great telepath” - unable to know the deadly thoughts of those around him!’, the Shadow King exclaims.
Suddenly, Valerie exclaims ‘Better by far, self-called “Master of Minds”…to ask that of yourself!’, as her form begins to shift - into that of Valerie’s nemesis, the deadly villainess Mystique! The Shadow King is shocked, confused, and is caught off-guard, enabling Mystique a.k.a. Raven Darkholme to blast him with her weapon. Reisz falls to the floor, screaming, and moments later, on Muir Island, a confused Legion begins to scream and flail about.
‘Legion’s out of control - his mind is in turmoil - his strings have been cut - the puppet is loose!’ Jean tells her friends. Hank remarks that it means the Professor’s ruse succeeded and he was able to eliminate the Shadow King’s host. Archangel exclaims that they have to tear down the nexus quickly, before the King can stabilize himself to the point where he possesses another host. However, X-Factor soon find the nexus, indeed, Polaris, trapped in some sort of psychic web. ‘Oh sweet Heaven, it’s Lorna - she’s the nexus - she looks so…helpless!’ Bobby exclaims, shocked at the sight of the woman he had feelings for.
‘What if disrupting the nexus hurt’s her? We can’t -’ Bobby begins to say, until Scott interrupts him, telling him that they may have no choice. ‘I understand what she once meant to you, Robert - but in order to trap the King in the Astral Plane, the nexus must be sealed off!’ Hank exclaims. Bobby replies that he knows, but that he didn’t expect it to be her. ‘Let’s get this over with…’ he begins to say solemnly, when, suddenly, ‘DON’T TOUCH POLARIS!’ booms Forge as he, Wolverine and Rogue approach X-Factor.
Scott tells his friends that it is good to see they made it here alive, while Jean declares that if they don’t do something soon, the Shadow King will recorporate himself on the physical plane. ‘I can feel it happening already!’ Jean reveals. Hank checks the computer and declares that Jean is right, as the psychometric readings are in a major state of fluctuation. ‘If we act, we kill Lorna, if we don’t, we face the Shadow King? Some choice!’ Bobby mutters. Scott points out that it is just par for the course, before asking Forge if there is any kind of mechanical equipment he can piece together to close the nexus. ‘Sorry, Scotty from Star Trek, I’m not. I need more time’ Forge replies.
‘I think time is something we’re totally out of’ Jean whispers, when suddenly, Legion appears once more: ‘Out of time, insipid flesh-bag! Out of luck - out of hope!’ The Shadow King speaks, revealing that he has taken over Legion, ‘The perfect tool to avenge myself on your accursed mentor!’ he booms, deranged, he shouts ‘Say goodbye, Children of the Atom…your dream is dead…and finally, so are you!!!’…and with that, an explosion of unmeasurable proportion rips through the Research Center and across Muir Island, and into the sky above….