Late at night, a young, blonde woman walks down an empty San Franciscan street. Noticing she is alone, a young, dark-haired man approaches her but she informs him that she is looking for a friend. However, when the man invites her into his place to hear some new songs from his band, the girl can’t refuse, claiming she was “excellent taste in music.” Thinking he succeeded in finding a girl with “excellent taste,” the boy quickly flashes his vampire fangs as he escorts his potential meal inside.
Inside his dark apartment, the two immediately begin to make out passionately. The girl begins to suspect that they are not alone but the vampire assures her that she has bigger problems to worry about as he begins to plunge his fangs into her neck.
However, instead of tasting blood, the vampire bites into something rock solid and finds his teeth stuck in her skin. The girl is not as naïve as he thought and is actually Paige Guthrie, the X-Man known as Husk, and she demands to know where her friend, Jubilee, is.
The lights come on, revealing four additional vampires in the room with them. They tell Paige that, although they won’t tell her anything, they’ll show her “a thing or two,” like her own insides.
Pushing the vampire off her neck, Paige decides to show them her insides herself. She sheds her outer layer of skin, shocking the vampires by revealing the spiky, wooden skin that she husked into. Using her own arms as stakes, she easily slays two of the vampires.
The vampire who led her to the apartment tries to tell Paige that they’re “reasonable people.” Paige doesn’t buy it and refers to them as “demons” and that they shouldn’t have taken an X-Man if they didn’t want trouble. The vampire asks her if her power is having wooden skin and Paige informs him that she can shift into any material she wants. The vampire tells her that she should turn into silver next time, since it’s just as lethal to vampires and would have prevented him from what he does next. With that, he smashes a bottle of liquor on her head and lights her on fire.
Husk tells the vampire that “tomorrow, my hair won’t even smell like smoke,” as she simply becomes more efficient with her flaming wooden body as she slays two more vampires.
Only the dark-haired vampire remains and he desperately picks up an axe and hacks at her, wedging it into Husk’s wooden stomach. The vampire tells Husk that Jubilee isn’t there but that, if she turns back into flesh, he can work out a deal for her with some vampires in high places. Husk lures him by saying he has a cute smile and, when he gets close enough, she slays him by plunging the axe’s wooden handle into him. With all the vampires dead, Husk, still lit on fire with an axe stuck in her stomach, asks herself, “Why are all the hot guys either jerks or part of a sinister plot to murder your friends?”
Dazzler sits at a San Francisco nightclub, bored and irritated at a lawyer that relentlessly hits on her. She reminisces about her glory days and finally decides to leave. The lawyer decides to follow her and, when Dazzler has finally had enough of him, she tells him off, only to turn around and find him being attacked by a vampire!
Dazzler drives off the vampire with a light blast and the chases after him on her motorcycle. She follows him to a boarded-up mansion and chases him inside. There, she finds a clan of vampires, whose appearances, mannerism and music seem dedicated to the days of disco. One of the vampires welcomes Dazzler to “Studio 13.”
Sheba Sugarfangs, the clan’s leader, scolds Ivory, the vampire that Dazzler followed, for breaking their rules about attacking civilians. A fight quickly breaks out but Dazzler finds that her solar energy has no effect on the vampires, a fact which Sugarfangs claims is due to the necklaces that Lord Xarus gave them.
Sugarfangs assures Dazzler that Ivory will pay for what he did because “Ain’t no one tougher on us freaks but ourselves.” Undeterred, Dazzler wants him to be brought to justice on her terms and launches a new attack. After a brief skirmish, she bests Sugarfangs but, just as she’s about to stake her, Ivory steps in and takes the blow, sacrificing himself to save his leader.
Sugarfangs explains to Dazzler that her vampire clan chooses to hide in the shadows of the past, helping their descendents by subtly taking out murderers, pimps, and drug dealers. They live frozen in the past, something Sugarfangs doesn’t think Dazzler could understand. As Dazzler leaves them, she finds herself sympathizing and understanding this odd vampire, knowing what it’s like to yearn for better days and a better you.
In San Francisco, a young woman finds herself running for her life from a vampire. The vampire finally catches up to her and mocks her reaction as he prepares to drain her blood.
Meanwhile, a man dressed in Indian garb watches from a rooftop above. The Indian-dressed man is astonished as he witnesses Rogue step in out of nowhere and stake the vampire, saving the innocent young woman. He is surprised and delighted to see her and seems to have been searching for her for quite some time.
Two more vampires appear and plan to attack Rogue, who is now without a stake. Suddenly, Damen, the man who was observing from above, intervenes and says she is not to be harmed. The two vampires recognize him as “Damen” but refuse to listen. She killed Marv and she doesn’t get to walk away from that… even if she is a dead ringer for Sook…
Resolute, Damen draws his sword and slices off the vampire’s head, prompting the other one to run away. He then turns to Rogue, asking her to let him see her more closely. “If eyes are the windows to the soul, open them now,” Damen says, as he looks into Rogue’s eyes. Damen seems happy with he sees and claims that he’s been waiting for generations to be reunited with her… his beloved Rue.
Damen explains that, over two hundred years ago, he was a major domo and fell in love with a white woman named Rue. At that time, there were men who could not accept the idea of a biracial couple and, although Damen managed to escape their wrath, Rue was killed. After the events, Damen was heartbroken and sought out to become a vampire. By being a vampire, he would be able to wait for Rue’s soul to be reincarnated into a new body, like the teachings of the Gita proclaim. At last, he has found Rue’s soul in the body of Rogue, claiming that her thoughts call out to him “like a beacon.”
At that moment, Ernst appears with Martha Johansson, the living brain, which floats nearby. Ernst tells Damen that the thoughts and mind in Rogue actually belong to Martha. Martha, in Rogue’s body, tells Damen that Ernst is right and that she’s inhabiting Rogue’s body, because she has begun to consider the notion of being a super hero. When questioned about how she found out, Ernst tells Martha that she just knew because “they’ve been in each other’s minds too long.”
Damen is shocked that Martha is trapped in there but she defends her situation by saying that every brain is technically trapped and, since reincarnation involves moving onto a purer form, he should admire the pureness that is her floating brain body.
Damen remains unconvinced and describes her living situation as “pure hell.” He offers to make her a vampire so that she can permanently possess Rogue’s body and experience all the world’s pleasures with him. Martha/Rogue turns for advice to her best friend, who asks her if she would be okay with living life a monster. Damen lashes out and exclaims, “She’s a floating brain! How is she not already a monster!”
Martha, still in Rogue’s body, unexpectedly kisses Damen, informing Ernst telepathically that she wishes to absorb his identity to see what being a vampire would be like. Ernst is shocked that Martha is considering stealing Rogues body but Martha tells her that it’s her life and she should have a chance to live.
However, Martha realizes that Rogue’s power has no effect on Damen and tells him that it means he is “no more alive than a rock of a pile of rotting meat.” Martha informs Damen that he is a soulless shell, something that Damen has long suspected. Damen allows Martha to slay him and they both express hope that they will be reunited in the next life.
Magneto silently reflects on himself as he prepares for battle. He considers himself a “merciless god amongst mortal men” and, therefore, he pauses in fear before battle, not for himself but for those he’s about to face. He stares at his helmet which, when put on, makes his impregnable both to attacks and feelings.
Cyclops appears and tells him that it’s time to go. In short order, Magneto, Cyclops, Archangel, Wolverine and Pixie find themselves fighting a large group of vampires in an underground setting. The battle is intense and Magneto manages to save Cyclops from a vampire approaching him from behind. Archangel finds himself unable to defeat one particular vampire, who flees from the battle into the subway tunnels.
Magneto flies after the fleeing vampire and chases him to a dead-end. He informs the vampire that his crimes have caught up to him and that he will wipe his species out for declaring war on his people. The vampire turns around and greets Magneto as a friend, even calling him by his little-known real name, Max. Magneto immediately recognizes the vampire as Leo.
Magneto returns to the battle to take care of the remaining vampires. With the crisis passed, he warns his teammates not to follow him and then returns to the tunnels. As he searches for Leo, Magneto muses that it might be a psychic trap. However, Magneto soon catches up to the very real Leo and removes his helmet to speak to his friend. Leo remarks that, although Magneto’s become a very powerful man since they last met, he is now… something better.
Magneto can’t believe that his old friend, Leo Zimm is alive. The last time they saw each other was Poland in 1942 when they were separated and Leo was taken to a concentration camp. Leo tells Magneto that he never arrived because an unexpected meeting en route changed his fate and he was lucky to become a vampire.
Magneto is shocked that Leo considers himself lucky and calls him a monster. Leo defends himself by saying that he is still Magneto’s friend and that becoming a vampire saved his life from the slaughter. Magneto says he is not Leo Zimm because, while he was saved from the slaughter, he went on to slaughter others for decades and now is out to slaughter mutants. He is not Leo Zimm.
To this, Leo states that they are a lot alike, since they both witnessed cruelty and darkness on such a scale and yet, since then, have caused much bloodshed themselves. As Magneto once again puts his helmet back on, Leo asks “Max” what will he do with him?
A few moments later, Magneto returns to the X-Men with his head lowered. Cyclops asks him if the vampire was taken care of. Magneto bitterly pushes Cyclops’ hand aside and asks, “What do you think?