Peering in through the doorway to Xavier’s room, Beast and Bishop discuss the Professor’s attempts to locate Cyclops and Phoenix. Beast explains that Xavier is in a telepathic trance. Bishop doesn’t understand why it requires such effort, since Xavier shares a psionic rapport with Scott and Jean. Beast reasons that it’s difficult even for the most powerful mind on Earth to contact someone when they’re not even on the planet.
On Avalon, Exodus and Holocaust are locked in battle while the newly arrived Cyclops blasts Javitz and Phoenix attacks one of the Kleinstock brothers. Unuscione joins the attack on the X-Men, blaming the arrival of Holocaust on them. Cyclops and Phoenix have no idea what she’s talking about, but wonder where Colossus and Magneto have gone. Cyclops takes care of Unuscione while Phoenix searches for Rusty and Skids. She contacts Skids, despite the psionic interference from Exodus. The young girl is floating in space where the medical unit used to be. She’s panicking and crying, unable to answer Jean when she asks where Rusty is. Instead, Phoenix reaches into her mind, learning of Holocaust’s arrival and the subsequent massacre.
Jean relays this information to Scott, including the fact that Holocaust killed Rusty Collins, a boy they were once close with. Cyclops reacts by blaming the Acolytes for taking him to Avalon. He blasts Cargill, who used to hunt Rusty down when he hung around with X-Factor and the X-Terminators. Cargill shoots back that the Acolytes gave him a home, much more than the X-Men ever did. The Kleinstocks move in, but Phoenix pushes Cyclops to safety. Cyclops then asks her to try and locate Colossus and Magneto again, but she’s still having trouble with the psychic backlash from Exodus and Holocaust.
Instead, Phoenix tries to contact Exodus telepathically and convince him to move the battle away from them. He repulses her quite violently, saying, “There are places, Jean Grey, where you are not wanted.” She practically collapses, telling Cyclops that Exodus is much more powerful than anyone suspects. Holocaust jeers that Exodus still isn’t powerful enough to stop him, tossing Exodus aside. Holocaust then addresses Cyclops as Prelate, not surprised that he is with the “traitorous” Jean Grey but disappointed that he has sided with Magnus. Cyclops is confused, unaware of who Holocaust even is. As Exodus reacted similarly earlier, Holocaust realizes that no one recognizes him. “This is an intriguing development,” he says, casually killing Javitz. A revived Exodus reacts rather viciously, plowing into Holocaust from behind.
Meanwhile, Skids plummets away from the station in a disconnected piece of debris, awaiting her death. Colossus, carrying Magneto, locates an escape pod, but feels he cannot abandon Scott and Jean.
Back on Earth, Bishop blocks Xavier’s door, not allowing Voght to enter. Rather than argue, she teleports inside, although the strain makes her collapse onto Xavier’s lap. She tells him that he will be unable to contact the X-Men because Exodus has severed Avalon from all outside contact, even telepathic probes. Xavier refuses to stop trying, but Voght sadly tells him that they are as good as dead.
Skids is still hurtling towards Earth, struggling to maintain her force field. Phoenix notices and tells Cyclops while he repels the Acolytes. He realizes that they are wasting their time and asks the Acolytes to stop fighting so they can work together to escape. Unfortunately, Cargill sees no reason to trust them and Unuscione affirms that the X-Men are their sworn enemies. Angrily, Cyclops asks the Acolytes if they are following Magneto’s teaching or simply that of people like Fabian Cortez and Exodus. He proceeds to inform them that Colossus is taking Magneto to safety on Earth anyway. “Would you rather follow him and learn the truth,” he asks, “Or stay here and die as two madmen destroy everything you tried to build?”
Just then, the life-support cuts out and it becomes a moot point. Cargill tells them that there is an escape pod a few levels away that can fit all of them. Phoenix tells her husband that she has to go save Skids since she’s the only one that can survive in space long enough to reach her. Cyclops tries to accompany her, but Phoenix won’t let him. “It’s not like I haven’t already ‘died’ while burning up in re-entry, right?” As she takes off to find Skids, Xavier contacts her. She quickly relays the situation, telling him that Colossus and Magneto are the only people unaccounted for.
Xavier reaches out to Colossus and tells him to get to safety, not to worry about Cyclops and Phoenix. He has to break the interior hatch, but Colossus manages to jettison his escape pod. Phoenix watches him go, feeling empty with her psionic rapport with Cyclops disrupted. She telekinetically shoves open a bulkhead and propels herself out to Skids’s location. Cyclops and the remaining Acolytes have located the escape pod, but Cyclops stops the Kleinstocks before they open the hatch. Scanner sends her astral form to check the other side, discovering that all the escape pods are gone.
Holocaust and Exodus continue to battle. Holocaust is surprised at Exodus’s strength, but Exodus rises to the challenge, creating a final explosion, which tears the station apart. Cyclops quickly instructs Unuscione to extend her psionic exoskeleton around them. Holocaust and Exodus still battle as they topple down to Earth on a piece of debris, shocking Xavier with the enormous backlash. Jean and Skids continue to head towards Earth. Skids protects them from the heat with her force field while Phoenix holds the wreckage surrounding them together. Unuscione struggles under the pressure of extending her exoskeleton around the other hunk of wreckage.
As all the myriad pieces enter Earth’s atmosphere, Holocaust is seen standing over Exodus’s body as they crash into the water. Phoenix holds Skids close but senses that the screen protecting Scott is giving way. “The heat is starting to get through, Scott!” she cries, as she herself seems to be engulfed in flame.