In the early hours of the morning, Kurt Wagner finds himself in the Church of St. Michael the Archangel celebrating his faith before God, doves flying all around him. Dressed in his cassock with his arms spread out, Kurt recites the Hail Mary prayer, from the offices that he was taught, asking for Mary, mother of Jesus, to protect all sinners at the hour of their deaths. However, Kurt is totally unaware of the laser beam that comes from the other side of the church grounds, aimed at the back of his head.
As soon as Kurt recites “…and at the hour of our death,” the hidden gunman pulls the trigger and shoots Kurt in the back. Distraught by what has happened, Kurt only thinks of getting away, which he does when he teleports. On the other end of the church, stand Kurt’s attackers, four men and two women, all dressed in battle armor with war paint across their faces. Sarcastically, the man named Kilmer says, “Oops,” to his fellow attacker.
Armed with a crossbow, Rax tells Kilmer to shut his mouth and that he hit the flatscan right on target. Behind him Jaeger asks Rax how many flatscans he has seen with blue skin, pointy ears, and a tail. Jaeger tells his wife Domina that the shot was good but their target sensed the crossbow bolt before it hit him and turned himself away. Domina reminds all that the target vanished and that the element of surprise if essential to their plans. No witnesses, especially spikes, should be left. Jaeger assesses the situation and tells Domina that their target is a teleportor, who is a student priest with combat experience.
Jaeger tastes Kurt’s blood on the floor and reassures Domina that the wounded mutant won’t last for long. Domina snaps back and says that the Neo cannot afford to assume these things. She tells Jaeger that he is the Hunter and it is his duty to kill the target an all he contacts. Jaeger says, “Blood for Blood,” and embraces his wife. He tells her that he will repay the flatscans and spikes for the death they have brought to the Neo. As her husband teleports away, Domina tells Jaeger to be quick, as she wants him by her side. Rax interjects, saying that it is his right to kill the target. Angrily, Domina reminds him that they are at war, and the only outcome for them is victory.
Outside, Kurt hides behind a statue of a gargoyle. Kurt begins to pray to God for his survival. He realizes that the arrow nearly missed his spine, which is good but he feels not pain, which is bad as it means he is in shock. Knowing that he will not stay in shock for long, Kurt decides he needs to get help. First, though, he begins to play detective as he pieces together was just happened. He comes to the conclusion that they pack too much hardware for a group of thugs. Kurt begins to question whether they were after him as a priest, a mutant, as an ex-member of the X-Men, or if they were after the church itself. Kurt forgets all his questions and believes that since his attackers saw him jaunt, they will come after him.
Across from Kurt, Jaeger sits atop a tower. With a taste of Kurt’s blood Jaeger tells himself that he has Kurt’s power and that there is no place to hide. Jaeger borrows some of Domina’s power and weaves it into a lariat of fire. Jaeger jumps towards the gargoyle statue and wraps the lariat around it. He easily rips it off but discovers that Kurt is nowhere to be seen. All that is left is his cassock.
The Church of St. Michaels sits in Vinegar Hill, Brooklyn. Up above in space, however, it fades into nothingness. The sun rises over the Atlantic Ocean but in space this happens every ninety minutes. However, to some, like Kitty Pryde, it is a view that they never tire of. Six months earlier, a deluded man named the High Evolutionary deemed the mutant race to powerful to exist. After being coerced by Sinister into regressing mutantkind, the Evolutionary was locked away. The powerless X-Men stopped Sinister and destroyed the satellites that devolved mutantkind. The Evolutionary left, but his station remains with all his technology. The power in his station is too powerful to leave unguarded. The X-Men have been working around the clock with their ally, Dr. Peter Corbeau, to make sure it does not fall into the wrong hands. Their goal to make the station hospitable for the permanent crew already en route is almost finished.
After she is finished looking at the Earth, Kitty turns her attention back to her work. She tells the others that there is one more slug to put into place and then they are done. Jokingly, Psylocke, who wears a suit similar to Kitty’s, asks the young girl who died and made her boss. Kitty also jokes that with all the muscle heads around, someone has to supply the brains. Taking offense, the telekinetically held Psylocke tells Pryde that she has never been considered a muscle had. After she excuses herself, Kitty asks Betsy of a better definition of telekinesis. Betsy simply responds that it is the act of manipulating matter with the power of your thoughts. Kitty accepts this definition but reminds Betsy that it is easier said than done as the two women have run into a problem.
Rogue and Thunderbird come up from behind Psylocke. Neal realizes that Betsy has used too much force and that the girder assembly she is putting in place is getting away from her. Rogue comments on how Betsy isn’t too happy. She continues on and jokes of how she calls herself a lady after using so much foul language. Betsy tells the two to bust chops later, because the assembly could split that station into two. Kitty returns to giving orders and tells Rogue to slow it down so Colossus can catch it, which the two do. Peter puts the girder into place and Kitty starts phasing the anchor bolts in. Kitty then lets Thunderbird close all the welds. While he closes the welds, Neal tells the others that his parents, who did so much to send him to college, would disown him on the spot if they saw him doing manually labor. Kitty asks Neal if he gets brownie points for doing it in space but Neal simply responds that his parents view has always been limited.
Rogue begins to tell how much she loves being in space when she notices that her end of the girder isn’t properly in place. Rogue punches the assembly, but her fist goes right through it. She questions Kitty as to why she phased the girder but Kitty tells Rogue that she is too powerful and the punch could warp the whole structure. Kitty takes out a bone claw that once broke off Wolverine and tells Rogue that it is a keepsake for absent friends as she begins to cut the metal. After they finish their job, Kitty and Thunderbird go back to the phase the anchors and weld them in routine.
Suddenly, Peter calls everyone’s attention towards where they are. Kitty looks down on Earth and replies that it is the Free Mutant Republic of Genosha. Kitty is not happy that Peter had pointed it out but the man tells Kitty that it is not her fault for what happened there. Pryde tells him that he was not there as she phases the group into the ship. Rogue goes on the defensive and reminds Kitty that her powers short circuit electronics. Kitty tells Rogue that she designed the suits herself and that Peter was in no real danger. The suits’ systems reboot after every phase incursion.
The team walks into the control room to undress themselves when they notice Dr. Corbeau on a platform talking to three holograms. Someone tells the group that the one in the space suit is the shuttle commander, the other is NASA’s Flight Director, and the third is a diplomat from Genosha. The diplomat speaks to the others and tells them the island of Genosha considers the space station an endangerment to them. Corbeau tells him that the station has been reconfigured to help the world. The diplomat does not believe Corbeau and demands that the station be decommissioned. If they don’t Genosha will. The communication then ends.
Out of their space suits and into their uniforms the X-Men gather in the control room. Colossus says that if the Genoshans want a fight, the X-Men will stop them. Shadowcat comments that if would be pretty bad if all their hard work was blown out of the sky. Rogue reminds Kitty that Genosha is an island full of mutants and that they have the right to be paranoid. Psylocke wonders why sometimes the X-Men even bother trying to help as they are hated by humans and considered traitors by their fellow mutants. Corbeau reminds Betsy that Professor Charles Xavier founded the X-Men years ago in hope that humanity would on day unite. Thunderbird pips in, saying that is why they are all here because of Xavier’s dream. Corbeau continues on and tells the others that when the station is operational and people see that it poses no threat, tensions should relax. Neal comments that it is time like these that his Indian instincts kick in and tell him disaster is going to strike.
Back in Vinegar Hill, Cecilia Reyes is busy as she prepares to close her clinic for the day. As she reaches for her groceries to leave, though, her plans change as an injured Nightcrawler teleports right into her.
Up in space, the crew from Cape Canaveral dock without any problems. The crew make themselves at home, unaware that the other crew are actually X-Men. Both teams set to work to power up the new modules the X-Men set up. Everything goes on line and the station has power and pressure. Seth, another crewmember, congratulates Kitty on her great work as the others shake hands. Kitty thanks Seth for the praise.
Later on, the crew forgets about what they have to read in the mission profile and dance the night away in zero gravity. Betsy takes center stage like she was born to do. In the arms of Neal Sharra, Betsy finds someone just as fiery as her. By the wall, Peter surveys the scene. He begins to think about how Neal has been with the X-Men for a short time but he already feels like family. Another recent change has been that Betsy has lost her telepathic powers while gaining telekinesis.
Rogue interrupts Peter’s thinking and tells him to have some fun. Peter warns Rogue not to come too close as she will absorb his powers but Rogue tells Peter that she knows the drill. Peter changes the subject and asks Rogue if she read the letter that Peter Corbeau delivered to her. Rogue tells him that she tore it up. When Peter questions this, she tells him that it is her business and then she excuses herself to go sleep. As she leaves, Peter blocks her and asks her to wait. Rogue tells him that she has nothing to say, however, Peter says he wants to help her. In response to that, Rogue tells Peter to leave her alone and shoves him away as he armors himself up. If he did not armor up, Rogue would surely have injured him.
Unhindered by Rogue’s actions, Colossus continues on, saying that what she and Gambit had was special. He believes she should give him another chance. Rogue begins to cry and tells Peter that this is not about that choice. Gambit leads the Thieves Guild. Rogue worries that Gambit’s loyalties will be tested if the paths of the X-Men and the Thieves Guild ever cross. She knows that Gambit will have to betray one side. She just does not know how she can trust a man or love a man like that. With her tears all gone Rogue tells Peter that Remy made his choice and now they must suffer the consequences. Colossus tells Rogue that he is truly sorry, and still in his armor form puts his hands to hold Rogue’s face. Rogue asks Peter if he is nuts but realizes that nothing has happened when he touches her. Peter suggests that they touch again to make sure there is no mistake as the two kiss.
Down in Brooklyn, Cecilia Reyes quotes Al Pacino, “Just when I thought I was out…” On her stretcher, Nightcrawler apologizes for bringing her into this but he did not know whom else to turn to at the time. Cecilia tells Kurt to stop talking, as he cannot afford to spare the breath. Cecilia comments on how God must look after his anointed but Kurt tells her that he is not a priest yet, just a postulant. Cecilia tells Kurt to stop talking again. The wound is serious but, luckily, it missed all vital organs and blood vessels. However, he has lost a lot of blood, which Reyes says can be dealt with back at the mansion. Kurt sits up as Cecilia tries to make him lie back down but Kurt tells her that the attack was not casual and the longer he says, the longer she is in danger. Before she can respond, however, an arrow strikes Cecilia in her back.
At the space station, Peter goes to Kitty’s door. Kitty phases through and asks what’s up. Peter tells her that she is missed as the party but Kitty tells him that she is not in the mood. Peter reminds her that it is in her honor but Kitty returns to her room and takes a rain check. Kitty speaks to herself as she takes off her oversized sweatshirt revealing her tank top underneath. Tossing the sweatshirt away, Kitty wonders why Peter wants her to stay as the little girl that he first met. However, Kitty knows that she will not remain the same and that she is in a whole new direction. Kitty says she is no girl anymore, only Shadowcat.
Kitty phases through the floor and floats down a long shaft to the bottom. At the bottom she meets Seth, the man whom she fell in love with at Cape Canaveral. Kitty admires his looks as well as his intellect. Seth wears a tux and holds a rose. He and Kitty begin to kiss and she knows that this night will be special. Suddenly, every nerve in Kitty’s body is torn to shreds; she has not time to scream. She flash, discorporates part of her face and pulls off her earring, grabs it with her mouth and hides it. With Kitty no longer able to move, Seth apologizes to her, but tells her that of all aboard the station, only she will live.
Back at Cecilia’s clinic, Nightcrawler asks Jaeger who he is. Jaeger introduces himself but tells Kurt that nothing more matters. Jaeger reaches out to Cecilia but discovers that he cannot touch her. With Jaeger off guard, Cecilia uses her force field in offensive mode and shoves her assailant away. Cecilia tells Jaeger that as a doctor she has sworn an oath to do now harm but, in his case, she will make an exception. With her powers, Cecilia shoves Jaeger through a wall. Shocked as what she just did, Cecilia says that she never imagined her field was that powerful.
Unfortunately, her field was not enough. Jaeger returns and tells her that spikes such as she are no match for the Neo. With use of his powers, Jaeger brings down the ceiling on the two mutants, who are protected by Cecilia’s force field. Out of the debris Cecilia and Kurt are immediately attacked by Jaeger who goes straight for Reyes. Jaeger says all he senses from Cecilia is fear and, without being trained, she is nothing. Jaeger punches Cecilia straight across the face but her field holds up. More punches come and Jaeger tells her that sooner or later her field will weaken and she will die with Nightcrawler.
With a rod in hand, Kurt leaps at Jaeger and tells him that their fate is in the hands of someone greater. Jaeger grabs the rod and tells Nightcrawler that his “greater power” must not like him that much. Kurt lower kicks him and tells Jaeger that God’s love is boundless and from his love comes the strength to defeat evil. Kurt punches Jaeger and tells him that this prey will not go down without a fight. Trained in acrobatics at the carnival, Kurt is able to dodge Jaeger’s blows for the most part but he is in no condition to defeat the hunter. Jaeger has no problem at all against Nightcrawler. He grabs Kurt by the throat and slams him against the wall. Jaeger tells Kurt that he put up a fair and honorable fight and death will be quick. He raises his knife.
Suddenly, Jaeger’s eyes open widely as he stops speaking. Kurt looks down at Jaeger’s chest and sees that spikes have thrust themselves right though the man. Jaeger falls the floor dead. Kurt looks up towards Cecilia, whose force field is erect and realizes that her field killed Jaeger. Cecilia is crying and can hardly breathe. Kurt consoles Cecilia and tells her that she has had a terrible shock. He goes on and tells her not to think about what just happened and to breathe one breath at a time. Cecilia, still shocked, tells Kurt that she has pledged her life to save lives but when she realized that she would die after Jaeger was done with Kurt, her mutant powers reacted to the situation. Kurt tells her that he wished they could have found another way but, for now, they have to go, as others will probably be after them. They have to be ready for the inevitable.
Aboard the station, Kitty wakes up but she cannot see or hear anything. From pains at her joints, she deduces that she has been tied up pretty well, like a mummy. It is so tight that she cannot phase her way out. Kitty realizes that she is floating and, combined with the smell of the air, she figures she is still on the space station. She remembers Seth’s last words before he attacked her, “Of everyone aboard, you alone get to live.” Kitty flexes herself to see where the bindings are attached. Elsewhere in the station, Seth is busy as he sets up explosives. The crew dances the night away. Peter draws of picture of Rogue, who poses for him. Kitty pokes her earring out of her mouth and begins to cut her bindings.
Some time later, Seth dresses himself in a green and purple techno-space suit. He sends a message to Domina and tells her that, in minutes, the station will be nothing but debris. Domina reminds the man that the station was only the source of the destruction that fell the Neo and that they will never be safe till all responsible are dead. Domina questions Seth’s decision on bringing Kitty with him. Seth replies that he will not argue with Domina. Kitty is Neo, whether she wants to believe it or not. He loves her and will save her if he can. Suddenly, something horrifies Domina. Seth asks what is wrong, but Domina screams out that someone has killed Jaeger. The transmission breaks up.
Kitty comes from behind and kicks Seth down. She is too late to stop the sabotage plan. An explosion goes off and Kitty realizes that it is too late to warn the others. All the computers and power go off because the explosion destroyed the command nexus. Kitty rendezvous’ with the others and tells them that Seth is a terrorist who has planted bombs all over the station. The panicked station crew panic even more when Neal illuminates his body, allowing them to see. The crew realizes mutants surround them. A series of explosions go off, which destroy the corridors to that lead to the shuttles and rips a hole in the hull. The station begins to fall out of its orbit and towards Earth.
Elsewhere, Colossus comically asks Rogue if the explosion is a result of something they just did. Rogue replies that if it was, then it was worth it. Colossus decides that the team can no longer hide their true identities, for the X-Men are the crew’s only hope for survival.
The crew checks their consoles and discovers that nothing is working on the station. They quickly blame the X-Men for this misfortune. Kitty hears this and asks them if they are blaming the same mutants who are “tryin’ the save your sorry butts?” Kitty tells Dr. Corbeau that one shuttle is a wreck but the other is flyable. However, landing may be a problem. A crewmember asks what good is the shuttle if it cannot land but Kitty tells him that when the X-Men are around, no one dies on their watch.
Neal and Betsy are helping the personnel get together. Neal asks Betsy if they have a plan. Betsy says they always have a plan. She gives a report on the situation and tells the crew that, thanks to Seth, the pressure suits are gone. The atmosphere and environment are decreasing as they speak. There are hurricane force winds and the cold of raw space to contend with. Betsy asks the crew to work together and if there are any objections.
Corbeau asks Kitty if she has a plan. Kitty sarcastically tells the doctor, “Heck no!” Kitty says that there is a plan but fist she must find the bad guy. Kitty phases through a wall. As soon she comes out on the other side, Colossus is thrown at an extreme speed right through her. Kitty realizes that if she were not intangible, she would have been killed. Seth comes from the air towards Kitty and starts to fire at her. He tells her that he can bind her whether she if phasing or not. Kitty starts dodging Seth’s attack. Her former boyfriend tells her that they should be together but Kitty responds that those who tie her up on the first date don’t get a second chance. Seth says that they are in a war. He offers Kitty a chance to join the winning side.
Rogue flies up behind Seth and tells him that he should have closed his faceplate as she makes skin-to-skin contact with him. Unimpressed, Seth asks Rogue is she thinks he is some low-range spike who can be defeated with a touch. Seth tells her that he is Neo and that she is nothing compared to him. Colossus returns and covers Kitty as Seth begins to resist Rogue by shooting out energy. Peter says that Rogue can defeat him, but Kitty is skeptical and says that Seth even put a dent into him. Peter says that it was a lucky blow but Kitty reminds him that those lucky blows are all it takes to win.
Seth cuts loose and releases a load of extra energy, which ruptures the rest of the hull. Seth stands in the hole of the hull and tells the two that Rogue has been thrown out into the cold reaches of space but she won’t suffer for long. Seth turns his attention to Kitty and tells her that she will not suffer for long either. He gives up on her and tells her that their races could have shared the world together but hers chose war and, as a result, she and her companions will die. Seth says farewell and tells Kitty that he will love her forever. He jumps out of the hull and into space. Colossus calls him mad but Kitty says that he was making a point. Seth just jumped hundreds of miles down to the Earth’s surface; none of the X-Men could do that and survive. Kitty phases herself and Peter through the floor and into a safe room.
Outside, Rogue is standing on the station and thinks how much she would love to chase after Seth but knows that she must help her friends. Rogue flies back into the ship and notices that the part the X-Men put together earlier that day is still intact, along with the shuttle Intrepid. Realizing what she has to do, Rogue grabs Neal and Betsy and flies at her top speed towards the Intrepid before her teammates die. Betsy and Neal reach the Intrepid safely. Inside, Neal tells Betsy how much he hates the cold. Betsy says that at least in the Earth’s shadow they do not have to worry about solar radiation. They had better be gone by the time the Intrepid emerges into the sunlight. Neal asks if the plan will work. Betsy reminds him that they have no alternatives. Neal will have to use his powers act as the shuttles engines since the true engines are crippled. She will use her telekinesis to protect the crew from the atmospheric friction at the re-entry point. Betsy tells them that if she messes up, they all die. Neal reassures her and tells her that she is a warrior. If they do die, at least they had the last dance.
Inside the station, the winds blow harder. Kitty tells her plan to the rest of the crew. Psylocke has created a bubble to keep the atmosphere in the shuttle. She herself will phase them through the shuttle where Rogue and Colossus will throw them to the Intrepid where Thunderbird and Dr. Corbeau will catch them.
Aboard the Intrepid, Betsy’s skull begins to throb from all the pressure but she knows the worse is yet to come. Suddenly, the worse does come. Betsy calls out to the others that the girder assembly they built earlier has torn free and is heading straight for the Intrepid. She cannot spare the telekinesis power to stop it. Kitty reacts quickly and orders up a fastball special from Colossus. Colossus objects but Kitty tells him that there is too little time for him or Rogue to make a difference. Kitty takes a deep breath and Peter tosses her out of the ship, towards the girder. Kitty hopes that being intangible will keep her safe from the effects of space as she makes contact with the girder.
As the girder touches the Intrepid, Kitty phases it so it passes right through the ship. Aboard the ship, the terrified crew is left in awe as the girder passes right through them. Rogue decides to yank the girder clear but Colossus stops her. There is no time. Kitty has seconds before she will lose consciousness and the girder becomes solid. Rogue says that they cannot leave her but Peter tells Rogue that is was Kitty’s choice. They must sacrifice one to save all. Colossus tells Neal to start the engine.
Neal uses his solar plasma powers to ignite the engine. Kitty watches as the Intrepid streaks off towards Earth. As soon as she knows the ship is safe, she goes back into the station. Kitty returns to the room where Seth tied her up. Kitty realizes that since Seth planned on taking her with him, there has to be a techno-space suit for her also. She begins to look for a crate labeled “machine parts.” Kitty finds what she needs and puts on her suit, similar to Seth’s. Kitty wonders if the ship is in comlink range and tries to send a message to the Intrepid.
Kitty relays a message to the Intrepid that she has just found a suit that Seth left behind and plans on riding it down to Earth. Once she seals herself in, she will be at the suit’s mercy since she will have no idea as to where she will land. Kitty requests the X-Men find her fast as there will probably be a tracking device on the suit. She tells them that she hopes to see them soon and finishes her message. Kitty engages the process to turn the suit on. Her faceplate seals shut as Kitty is swamped with data and her senses are overloaded with new feelings. The suit transforms itself into a mini-jet and blasts off. Kitty realizes that she has no control over the suit and that she might as well enjoy the ride until the end.
Back at Brooklyn, Rax and Domina look up into the sky and see a streak, which is the shuttle Intrepid, as it heads towards Earth. Rax questions what it is. Domina tells him that the streak is their enemies who flee for their lives. Rax asks if they will slay them but, when Domina says they will finish them later, Rax tells her that he is Jaeger know and he has the right to call a hunt. Domina ignores Rax and tells him that first the dead must be honored. The two start to howl in the middle of the night.
Elsewhere, Nightcrawler and Cecilia stop their walk in an alley when they hear the howls. Cecilia questions as to what the howls mean. Kurt knows that it is the Neo, who mourn their dead. Cecilia feels strange now. Kurt says that the howl is a reminder of past preferred to be forgotten. Cecilia comments on how it is a life she thought she left behind. Kurt apologizes but Cecilia tells him that she just wants to save lives, not save the universe. Kurt speaks philosophically and tells Reyes that sometimes the path they choose is not always the path chosen for them. They have powers that make them different and special. They are obliged to use them. Kurt goes on and says that if the Neo truly are predators, then the only force between them and killing the world is the X-Men; “That is a fight, and perhaps a destiny, I will not run from.”