In Trask's hideout, a team of soldiers enter. Trask tells them to cage the
mutant (referring to the defeated Wolverine) and to run a full scale
diagnostic on the Sentinel to know how well it withstood the exercise.

At the sealed mansion, Jubilee is walking down the stairs. A gun aims at her
but Iceman manages to push her away. He then freezes the gun, and then
another one. Berzerker enters and electrifies another gun. Jubilation says
that they have to get out, but Cannonball enters and says that he already
tried. Bobby says that he thinks the answer is shutting down the computer.
He tells the others to find the rest and meet in the planning room.

By the waterfall, Cyclops tries to climb the rocks and get in but falls. He
tells Magma and Boom-Boom that unless they recently developed telekinesis,
they'll have to enter through the bottom. Tabitha gets ready to bomb it, but
Scott stops her because that will create a rocks slide. He tells Amara to
try, and she creates a tunnel in the rocks with her fire. They enter a
carven-like room, and from there they run to another room. Guns aim at them
but they destruct them. They continue to another hall. In the computer room,
the computer announces that there are 7 minutes and 30 seconds left.

In the piers, the X-Jets have landed. The X-Men see the spheres, and
Professor X says that Magneto is here and that he is not alone. In the jet
are Xavier and Storm. Ororo speaks to a microphone, and tells team 2 that
they will find the spheres near the loading docks, and that Magneto is here
with 'friends'. Jean answers. There is a cut to team three, consisting of Beast,
Shadowcat and Toad. Storm asks for their status on the radio. Hank answers
that they are proceeding into the next sector. Kitty says that she feels that
they are being watched. Toad eats a fly. At the next building is team 1 -
Quicksilver, Blob, Avalanche and Scarlet Witch. Meanwhile, team 2 is
examining the spheres. Jean tells Storm that Nightcrawler checked the
spheres and they are empty. Rogue, Spyke and Nightcrawler join her, and they
do not know what to do. Suddenly, a burning card flies between them. Jean is
the first to realize what is going on and yells for everyone to run. The card
explodes. Both other teams see the explosion and run towards it, except for
Quicksilver who runs in the opposite direction. Wanda looks at him, realizes
that something is wrong and then yells to the others that it is a trap. She is
right, of course, as hundreds of metal objects start flying around and the
Acolytes show up. Gambit throws a few cards at the X-Men and the
Brotherhood, and they run to dodge them. Sabretooth jumps on Beast's back
while Pyro attacks the other X-Men. Jean rescues Evan and levitates away,
Kurt teleports to safety, and Rogue is saved in the last minute by Storm who
created rain. The she creates a lighting that hits Pyro's backpack. Beast
and Sabretooth, in the meanwhile, are tossing each other around. Beast asks
where Wolverine is, but Sabretooth does not answer. Wanda is looking for her
father.

In the mansion's computer room, the New Mutants gathered. Iceman tries to
turn the computer off, but fails. The computer announces that there is one
minute left. They all panic, and Berzerker decides to electrocute the
computer. Cyclops rushes in and stops him in the last second, saying that
that will finish them. He tries typing a few things, but fails. He asks who
did this, and Sunspot answers that they do not know. Cyclops replies that
never mind, he already got his answer when an 'access denied' message
appears. Berzerker yells at him to just get them out the same way he got in,
but Scott is not sure, seeing that they only got 15 seconds left. The New
Mutants rush him to do something, and when there are only 10 seconds left,
they run out. The computer counts back from 10, 9, 8, 7, 6, 5, 4, 3, 2, 1,
and the mansion explodes.

In Trask's lab, Trask and his scientists are examining Wolverine. They see
that his healing factor is healing his wounds. A soldier rushes in to inform
Trask that they have guests. The monitor shows Spyke and Nightcrawler. Trask
orders to get the Sentinel ready.

In the pier, Rogue tries to absorb Gambit, but he gets away with his charm,
leaving an explosive card in her hand. She tosses it in the last minute.
Colossus tries throwing things at Toad, but Toad hops away. He tries to
body-slam Colossus, but Piotr is not hurt at all. He picks up Toad. Blob sees
this and rushes to Toad's help, throwing Colossus to the ground. Shadowcat
shows up behind him and phases him through a wall into s building. Avalanche
stomps his foot and the building collapses. Sabretooth and Beast are still
battling, and Sabretooth almost wins. Rogue runs to assist, absorbs Beast
and kicks Sabretooth. Scarlet Witch finally sees Magneto and Quicksilver
standing on a skyscraper. She has a flashback of when Magneto made her go to
a mental institution. Storm also notices Magneto and tells the others. They
all rush to him. Pietro tells his father that they are coming, with Wanda in
the lead. Magneto causes them all to fall to a hole in the ground.

In Trask's base, a soldier informs Trask that there are at least a dozen
mutants outside and that the Sentinel is ready. Suddenly, the X-Men and the
Brotherhood fall in through the roof. The soldiers surround them with their
guns. Suddenly, footsteps are heard and the Sentinel walks in. Back at the
pier, Pietro is looking through the hole. He speeds back to Magneto ands
tells him that Trask released the Sentinel. Magneto closes the spheres
around the Acolytes and they fly away. He then moves the floor in Trask's
place to lift the X-Men, the Brotherhood and the Sentinel. A battle begins
as a traffic helicopter flies by. The reporter tells the camera operator to tape
it. Storm shoots a lightning at the Sentinel, who starts shooting at
everyone, sending them deeper into the city. The Sentinel hits Storm and
Spyke gets angry then starts shooting spikes at the Sentinel. The spikes
break, but they block some guns, and they explode. Blob picks up a car,
swings it around and tosses it at the Sentinel. The car just explodes.
Avalanche tries rocking the Sentinel, but it does not help either. The
citizens panic and run everywhere.

In Principal Kelly's office, Kelly drinks coffee and watches the news. A
reporter reports about the battle. In his house, Duncan Matthews is also
watching the news, shocked to see Jean. Taryn Fujioka is watching too in her
house while talking on the phone. Amanda Sefton, in her house, is switching
the channels and stumbles upon her boyfriend too. Paul stares at the screen
in his house while pouring a glass of milk.

Back to the battle, police cars arrive next to the unconscious body of
Storm, and a cop run to help her. Blob and Spyke gets trapped in the same
green goo that trapped Wolverine. Just then, Ororo wakes up and her eyes
begin to glow. She creates a tornado that blows the Sentinel's arm off. The
robot flies to the air and strikes his hand down in front of Rogue and
Shadowcat, throwing them backwards. They are trapped in green goo as well,
but Kitty simply phases out. The next one to get gooed is Beast. The
Sentinel tries shooting at Toad and Nightcrawler, but Todd hops away and
Kurt teleports. Helicopters appear, but Magneto says that it's not time yet
and stops them. Kurt teleports into one of them, takes a grenade, teleports
on the top of the Sentinel, throws the grenade into the Sentinel and
teleports away. The Sentinel falls back into an office building. Then, it
notices Magneto.

Magneto doesn't notice the Sentinel, as he is busy with the helicopters.
Wanda shows up and gets rid of her brother with her powers. She then uses
her powers to deactivate her father's powers, just as the Sentinel reaches
them. It starts shooting, but Magneto escapes. Xavier finally decides to
join the battle in the Velocity and shoots at the Sentinel. Wanda uses her
powers on the Velocity, but Magneto regains his powers and shoots at the
Sentinel. The Sentinel falls on Magneto and blows up, causing the Scarlet
Witch to fly away. Nightcrawler save her and teleports near Jean, Ororo,
Kitty, Lance and Todd. The Velocity lands next to them, and Professor X
calls them. Jean asks what about the others, but Xavier and Storm say that
they will have to come back for them. Everybody get on the Velocity and take
off as many reporters arrive.

The Velocity gets to the mansion, only to see that it's ruined. Everybody is
shocked. They all rush out and Jean starts calling for the kids. Bobby
answers and the kids come out of the woods with torn clothes. Jean asks
Scott what happened but he does not answer. Sam explains that Scott took them
to Cerebro, the only room that made it. Scott grabs Xavier and throws him
out of his chair, yelling that he did it. Xavier laughs and confirms, and
then reveals himself to be Mystique, saying that now thing will get much
worse.