After bringing Sabretooth to the mansion to receive medical aid, the Professor seeks to heal his mind the same way he healed Wolverine when he joined the X-Men. Inside Sabretooths mind we see a myriad of images. Prominent among these is a cage, surrounded by a lynch mob hurling insults and objects at Sabretooth. Then suddenly, the people turn into horrific monsters that begin to attack Sabretooth. The Professor merges his mind with Sabretooths and the two of them begin to battle the demons. However, when a demon resembling Wolverine enters into the fight, Sabretooth breaks the connection and retreats to a section of his mind, which the Professor has been unable to enter.

He leaves his mind and returns to his own body and meets the returned X-Men in the study. They give a detailed account of what happened at the military base. The Professor states that he has made some progress regarding Sabretooth, but that he will need Wolverine’s help if he is to complete it. Wolverine refuses and walks away, as he reveals to the X-Men that Sabretooth killed several of his friends for no reason.

Elsewhere, Magneto sits in front of an array of computer monitors. He thinks out loud, wondering where his next strike should be, as he hopes to engage the X-Men and particularly Professor X again. Eventually, he settles for a factory called Metrochem. At the factory, everything seems to be normal. In the instant that follows, Magneto appears, causing all kinds of havoc in the factory. At the mansion, an alarm goes off. The Professor explains that he programmed Cerebro to alert them if Magneto struck again. Xavier is enraged when he learns what Magneto is doing. Stating that Magneto will purposely harm the factory workers just to provoke him.

At the factory, Magneto muses about what Xavier will look like after such a long time. Suddenly, the X-Men burst into the factory. Magneto states that he is disappointed that Xavier is not there to face him personally. The X-Men start to fight Magneto but he finds ways to subdue them all. He opens a canister of poisonous gas behind Cyclops. He collapses a wall on Storm, who’s lightning has no effect on Magneto as electricity and Magnetism are related. As the wall starts to collapse on top of her she screams in agony and is seemingly frozen in place as she remembers herself as a little girl with bricks falling all around her.

Rogue attempts to stop the wall but it crumbles around them. She searches the rubble for Storm and finds her unconscious. Next, she notices Cyclops on the floor as well. She finds that he isn’t breathing, and is forced to give him CPR. Moments later he coughs feverishly and wakes up. Rogue states that she won’t tell Jean, when suddenly beams of energy erupt from her eyes. She has absorbed Cyclops powers. She blasts a huge hole in the wall and is hurled around the room as she tries to turn it off. Cyclops tells her to close her eyes.
Above them, Magneto is enraged at the ‘cowardice’ of Xavier. Then, almost on cue, the Professor enters the factory. He enters into a debate with Magneto about his actions. When he grows tired of the conversation, Magneto uses his powers to hurl Xavier out of his wheelchair. He uses his telepathic powers to fill Magneto’s mind with images of the pain and horror caused by war. Magneto panics and flees the scene. Rogue approaches the Professor, carrying Storm and Cyclops. Her eyes are closed and the Professor opts to mentally be her eyes, they depart and return home.

Back at the Mansion, Jubilee is watching Sabretooth. He asks Jubilee for a glass of water, as she gives it to him she notices cuts on his arm. She offers to treat the wound and releases his arm from the restraints. He grabs her and demands that she free him from his restraints. He states that he’s been faking it with the Professor and that he was only there at the behest of Magneto. In the doorway, a familiar voice is heard. It’s Wolverine. Sabretooth hurls Jubilee against a wall and the two of them begin to fight. The other X-Men return home and calmly drink a cup of coffee. Rogue is wearing Cyclops’ sunglasses, but find that his powers have worn off. Just then, an alarm goes off alerting them to the activity in the war room. Xavier scolds Wolverine, thinking that he attacked Sabretooth without provocation. Jubilee rushes to his defense, telling them the truth. In instant that the Professor Sabretooth distracts Wolverine slashes him across the chest. Jubilee blasts Sabretooth through the nearest wall and he flees. The X-Men move to get the unconscious Wolverine to the infirmary.