In the quaint town of Salem Center is the Xavier Institute for Higher Learning. The blue-furred, pointy-tailed man is Kurt Wagner, better known as Nightcrawler when in uniform. Obviously, he is a mutant. Until recently, he was a mainstay on the outlaw mutant group known to the world as the X-Men. However, his faith and calling led him to the priesthood. He had just begun training when certain circumstances forced him to temporarily return to the life he thought he left for good.
In the Danger Room of the school, Nightcrawler leaps through what one may presume is a primeval forest. In truth, it is actually a simulation, part of a training program, where the X-Men hone their abilities. At the moment, Nightcrawler intends to practice his acrobatic skills, whose speed and precision is unbelievable. Those skills are coupled with his ability to teleport. However, while his physical skills are at their peak, his combat skills need more training.
While Nightcrawler leaps from tree to tree, he does not realize that, from above, he is being watched by a woman. As Nightcrawler passes by the woman, she leaps onto his back and wraps her arms around him. The woman turns Kurt to face her while keeping both aloft in the air. She wraps her legs around his waist and kisses him.
Nightcrawler pulls away from his one time lover, Cerise, and calls out her name. Cerise smiles and says, “yes,” in a questioning tone. Nightcrawler tells her to stop as she tries to kiss him again. Again, Nightcrawler calls out her name and, once again, Cerise questions him. Kurt tells her to stop for a final time and, this time, Cerise asks why as the blue-furred man teleports a little distance from her.
Cerise asks him if he is playing hard-to-get. Kurt says that he cannot do what she wants to do. Cerise tells Nightcrawler that she knows better, but Kurt tells her that he is learning to be a priest. With a saddened look, Cerise asks him if he can make an exception for her. Kurt says he cannot; Church rules. The Shi’ar woman asks him if that makes him happy. Kurt says that, surprisingly, is does. Cerise knows that she cannot win and tells Kurt that men like him are hard to find in any galaxy. Nightcrawler smiles and says the same about her.
Kurt then asks Cerise if she came all the way to Earth to see him. The woman tells him that, like him, she has other obligations to her home world, the Shi’ar Empire. Cerise continues and tells him that Empress Lilandra has sent her to Earth on a mission of the utmost importance. She needs the X-Men’s help.
The sun starts to set over Salem Center, which is a classic bedroom community. It is an hour from Manhattan, yet it is far enough removed to feel like a person is in the country. Near the railroad station is Main Street, with the usual collection of stores and eateries. It does not take long for people in town to learn a person’s face and habits. Their first instinct is to make the person feel welcome. For Rogue, it is a pleasant reminder of the town in Mississippi she grew up in. Unfortunately, when someone breaks their pattern, everyone knows and wonders why.
Inside an ice cream shop, Rogue sits at the counter deep in thought, oblivious to the people around her staring at her and talking about her. In front of Rogue lie the dozen or so empty milkshake glasses she has drank from and the tons of ice cream bowls she has eaten through. The people in the store smile and look at Rogue in wonder. A woman tells her friend, Joey, that Rogue has drank more than a dozen milkshakes and is coming for more. The woman thinks that Rogue must be hurting bad inside.
Rogue is still deep in thought. She remembers one of the X-Men’s latest confrontations with a new enemy. The team never let the ends justify the means. It was an ideal she herself held with all her heart. The X-Men did not kill. They stood for something better. Then the Goth came. He had beaten the team and they would have become slaves. Before being blasted into unconsciousness, Gambit passed his power to her. She charged up a playing card with kinetic energy and overloaded the Goth with the energy. The X-Men were freed. The Goth died. All it cost was Rogue’s most sacred ideal.
A group of boys surround Rogue and marvel about her binge. One boy says that he has seen girls go gross before, but never as bad as Rogue has. Rogue starts to drink out of her next shake. The boy wonders where Rogue is putting all the weight she is getting from the food and also wonders what is wrong with her.
Rogue thinks back to the recent trip she had with Gambit in New Orleans. On the balcony to their room, Rogue tells Remy that X-Men are not supposed to kill. However, with the Goth, they created a situation where she had to. That was wrong.
In the ice cream parlor, Rogue looks up at the television. On the screen is Senator Robert Kelly, who is running for president of the United States. In his speech, Kelly talks about how the American people must understand that mutants are inherently dangerous.
Rogue goes back to her thoughts. On the balcony, Gambit looks into her eyes and tells her that the Goth was a slaver. He himself was once a slave and he refuses to let anyone else suffer the same fate he had. Gambit says he considered the opposition and the stakes. He has no problem with what the X-Men did and neither should Rogue, he says.
On the television screen, Kelly tells the American public that the world has reached a crossroads in its history. The choices the American people make in the election and in the days after will define the world for generations to come and, possibly, the very survival of the human race.
Back on the balcony in Rogue’s thoughts, Gambit holds Rogue, as she looks out at New Orleans, depressed. She tells her lover that she does not want to be that ruthless. She has seen what acts like that have done to her foster mother, Mystique. Gambit tells Rogue that it will never happen to her, because she is nothing like Mystique.
In the ice cream parlor, Rogue begins to cry. She looks to the side, as she lifts her spoon, letting the ice cream drip back into the bowl. To herself, she thinks how, in Gambit’s arms, it is natural to believe everything he says. However, the doubts don’t go away. Rogue tells herself that if the X-Men don’t keep their ideals, no matter how hard they are, then they are everything Kelly says they are. Suddenly, Rogue feels full and rubs her temples.
The crowd in the parlor explodes into applause for Rogue, who, for the first time, notices that everyone is watching her. One man congratulates the shocked Rogue and tells her that she cleared out every tub of ice cream in the place. Another man wonders out loud how anyone can eat so much ice cream and not get sick. He points out that Rogue is as cut as when she walked in.
A man with his girlfriend jokes and tells the crowd that the answer must be that Rogue is a mutant. The man kisses his girlfriend as Rogue gets up to leave. She smiles and tells the man that he nailed it in one. The young mutant walks out with her hands in her pockets and thinks to herself that the man meant his comment as a joke. As she walks alone down the train tracks, she wonders how the man would have reacted if he knew he was right.
Farther down the tracks, a train pulls into the station. The conductor calls out that they have reached Salem Center. The conductor walks down the train and comes upon a blonde girl, who has fallen asleep on her seat. The man tells the girl to wake up, because they have reached where she said she wanted to get off. The girl does not wake up, so the man calls out to her louder. The girl is awakened by the man’s voice. Scared, the young girl immediately transforms into a Skrull. The terrified female Skrull asks the conductor where she is, who he is and what is happening. The terrified man calls the Skrull a monster and mistakes her for a mutant.
The young mutant Skrull shape-shifts back into the blonde girl and runs off the train, leaving her bag and soda behind. She calls herself an idiot and asks herself if she has already forgotten what Sire Xavier has taught her. As she runs down the tracks, she is slightly relived that the man did not recognize her for what she really is. As the girl runs around a train compartment, she runs into a man who calls her a Skrull. He tells her that she is found and is dead.
Rogue continues to walk down the tracks, when she hears the sound of a fight coming from the station. She realizes that the noise and mess is too much for an ordinary fight. She flies over a train and finds two massive red men in blue uniforms standing over a blonde girl. One of the massive men holds a boulder over his head and is ready to kill the girl with it.
Rogue tells the two men that they are done for, as she knocks down the one with the boulder. The man flies into a wall. Rogue hovers in-between the two men and tells the other one that she is going to make her offer once. She wants the men to give up or regret they were ever born. The red man grabs a telephone pole and tells Rogue that they are the Blood Brothers. The other brother leaps at Rogue, who easily kicks him away. The other brother rips the pole out of the ground and uses it to slam Rogue into the ground.
The brother without the pole goes up to Rogue and, while she is in the ground, he sends a blast of energy right into her face. Rogue, who is half buried into the ground, wonders who the Blood Brothers are. The Neo did not hit her as hard as they do. Rogue tells herself that she is a long way from being beaten as she gets up from the ground.
Behind the Blood Brothers, the blonde girl gets up. Rogue notices her and also notices that the girl is growing just as big as the brothers are. The Skrull grabs the brothers by their backs. The pole-lacking brother tells his pole-wielding brother that their target wishes to fight. The pole-wielding brother tells his brother that he did not break him out of the Terran prison to play with prey. The Blood Brothers do not do that. As if on the cue, the other brother blasts the Skrull girl in the face with energy.
Enraged by what the Brothers have done to the innocent girl, Rogue flies at top speed to the brothers and uses her immense strength to beat them down in one hit. With the brothers down and out, Rogue goes to the side of the girl, whom she recognizes as one of the Skrulls who went off with Professor Xavier. Rogue remembers that the girl’s name is Z’cann.
In a conciliatory tone, Rogue tells Z’cann that she knows that she hurts but, soon, she will be at Xavier’s mansion, where she will be just fine. Z’cann is not swayed by Rogue’s words and reaches up towards her. The Skrull asks Rogue to forgive her. Rogue is confused at Z’cann’s meaning, but all is made clear when the frightened young girl makes skin-to-skin contact with Rogue’s face.
Rogue’s mutant ability is to temporarily borrow the memories and powers of anyone she makes skin-to-skin contact with. Z’cann knows this when she touches Rogue. The knowledge she possesses must be preserved at all cost. Rogue can do nothing about it, even when Z’cann boosts up the process a quantum level with her telepathy. Z’cann is but a child and, with that courage, is terror. She does not want to die, which makes Rogue a sort of lifeline for her. However, Z’cann pushes too hard and the darkness rushes over her. Unfortunately for Rogue, it claims her as well.
Far from Earth, near the planet Pluto, the “final frontier” of imagination has become surrounded by a gigantic containment grid, created to keep the inhabitants of the solar system in and everyone else out. A decision was made by the pan-galactic Grand Council, thus Earth has been turned into a penal colony. The home planet of the X-Men and a host of other heroes has now become a dumping ground for the worst criminals in the known universe.
The administration facility beyond Pluto is where prisoners go before they are released on Earth. Just like in any other prison, there is a pecking order. The new arrivals must be taught their place. However, sometimes mistakes are made and the wrong person is chosen to be harassed.
In the mess room of the administration facility, Bishop sits with a couple of other prisoners, eating his food. Behind him, three other aliens watch him; one of them fashions a knife. The other two prisoners grab Bishop from behind, while the knife-wielder steps in front of him ready to strike. Like Rogue and Nightcrawler, Bishop is a member of the X-Men. Like Z’cann, he is on a mission for Professor Charles Xavier. Since he is fighting for his home world, he is not about to let a bunch of alien punks get in his way.
Bishop breaks free from the two prisoners that hold him and he grabs the wrists of the third attacker, who drops his knife. He kicks him in the face and then rolls back feet first into the alien behind him. He grabs the two still standing and clobbers them. After that, he goes back to his meal with a smile. When the guards arrive, the altercation is long over and everyone acts accordingly. Bishop is never bothered again.
At the Xavier Institute, Nightcrawler goes to the infirmary to check up on the mansion’s only patient, Cecelia Reyes. The woman who lies on the sick bed is a doctor who chose to heal people rather than fight as an X-Man. Nevertheless, she was drawn into the fray when she encountered a group of mutants called the Neo, who were after her friend Nightcrawler. She survived the fight, but became badly addicted to the performance enhancer drug, Rave, which she used to boost her powers and save the day.
Nightcrawler looks down at Cecelia. She currently sleeps and wears a standard blue and gold uniform of the original X-Men. The blue-furred mutant thinks to himself that there is only one way to kick the Rave habit and that is by going cold turkey. No one knows what that means for someone with super powers, but Cecelia has made her decision. The man vows to be by Cecelia’s side the whole time and, together, they will win.
Suddenly, the mansion’s alarms start to ring. Nightcrawler teleports to the first floor and meets Wolverine, who is already there. Before he opens the door, Kurt asks Logan if he is able to pick up any scents. The man tells Kurt that he has one, but it is not a scent he recognizes. Nightcrawler opens the door and finds a Skrull woman with Rogue’s hair and uniform. In her arms is the unconscious body of a young-looking white girl with blonde hair. “Ah know how y’all feel,” says the woman is Rogue’s clothes.
Below the mansion in the Briefing Roo, the X-Men gather to discuss their current situation. Wolverine sums up the facts for the rest of the team. The woman who looks like Rogue claims to be her, but she looks like a Skrull. Skrulls are shape changers and the most surreptitious spies in known space. A bioscan has proven that she is Skrull, right down to the DNA. The scent he picks up tells him the same.
Wolverine continues and says that the Rogue-Skrull claims that the human girl is a Skrull named Z’cann. However, the bioscan says that the girl is human. Also, since the girl is unconscious, there is no way they can interrogate her. The truth of the matter is that Skrulls can fool a top-rank telepath. The X-Men have no way to know to tell if Rogue tells the truth.
Wolverine sits at the table with Colossus, Nightcrawler, Cerise and Rogue, who drinks some coffee. Psylocke and Thunderbird stand by the table and watch. Nightcrawler leans forward and tells Rogue that they want to believe her, but her mannerisms and her aspects are all Skrull. The only thing that resembles Rogue is her hair and uniform.
Rogue accepts what Nightcrawler says, but tells the X-Men that Z’cann started the absorption process, but sped the process up it with her telepathy. She closes her eyes and says that she never felt anything like it. It was like she was being unglued.
Cerise tells the X-Men that Z’cann is a member of Professor Xavier’s Cadre K, a group of Skrull mutants that are based upon the X-Men. Rogue adds on more information about how Xavier sent Z’cann to contact the team. She touched Rogue so the message she had could be passed on. Meticulously, Wolverine tells Rogue that she may be a mole here to lead them astray.
Colossus has enough with the debate over Rogue’s alliance and offers a quick solution. He gets up and goes to Rogue. He then reminds everyone that Skrulls can mimic their features to perfection, but they cannot copy mutant powers. Colossus holds Rogue’s hand and then, immediately, collapses to the floor unconscious, as her powers absorb him and at the same time verify that she tells the truth.
Later, after Colossus recuperates and everyone gets into uniform, the team reassembles to make their next move. Wolverine brings up a map of Ellis Island on the table projector and tells the team that the island is the terminus for the alien transmat pipeline. He jokes on what how this has to do with Emma Lazarus’ famous line, “Give me your tired, your poor.”
Rogue, who has returned to her human shape, asks the others how many times the X-Men and Earth’s other heroes have saved the universe. She turns to Cerise and points out that it includes Empress Lilandra. Cerise tells Rogue that Empress Lilandra is fully aware of her debt to the X-Men and Earth. However, she fears that the Council, which deemed Earth a prison planet, is being manipulated into acting against Earth. Lilandra needs proof of this or else she may start an interstellar war with her baseless accusations. Earth is one planet; Lilandra is responsible for thousands of planets.
Colossus crosses his arms and asks Rogue what she can tell them. Unfortunately, says Rogue, she can tell them very little. Z’cann’s memories are taking their time to merge with her own. As near as she can figure, the team has to put an end to the Ellis Island station. More importantly, they are on a clock and must strike at midnight.
For many generations of immigrants Ellis Island was their first step onto American soil. The Statue of Liberty nearby was a symbol of the New World. Ellis Island was the gateway. The island was decommissioned years ago until private and public supporters restored it and had it named a national monument. Ellis Island became a famous tourist site but, recently, it has been labeled off-limits for unknown reasons. The National Park Service guards have been replaced with a SWAT team that would do the Pentagon proud. They are no problem for the X-Men.
Colossus, Psylocke, Thunderbird, Nightcrawler, Wolverine and Cerise descend on the SWAT team and quickly dispatch them. However, Rogue is caught off guard and struck in the back. She falls to the ground and the guard behind her sets off the alarm on the island. Wolverine knocks the man out and asks Rogue what went wrong.
Wolverine is suddenly hit in the back by a blast of energy. A group of SWAT team members surround him with their clubs, which emit energy. One man asks if they have any information on the downed X-Man. Another man introduces him as Wolverine and also refers to him as a “local.” The man then warns his compatriots not to let Wolverine’s size fool them, because he is in the ultra dangerous class level.
The troops charge up their weapons and are ready to kill Wolverine when, suddenly, a second Wolverine jumps from behind! However, this Wolverine wears Rogue’s uniform. The guards are stunned to encounter a second Wolverine.
The X-Men rush into the building and start to take down the guards. Rogue tells the others that her new problem is Z’cann’s fault. Before, she could only manifest the powers and memories of those whom she has absorbed, but now she is able to turn into them. She does admit that being Wolverine has its advantages, but she hopes that the change is not permanent.
Rogue takes lead once again and tells the others that, as far as she can tell with Wolverine’s senses, they are the only human beings on the island, which means everyone else is alien, including the guards. She tells them not to hold back and to hit hard.
At that exact moment, at the administration facility past Pluto, Bishop is strapped onto a teleportation machine. The conductor to the machine starts to initiate the sequence to deliver him to the Sol-3 Terminus. The man tells Bishop to enjoy the ride, because he is going home.
Back on Ellis Island, Rogue tells her team to keep up the work and reminds them that their objective is to find the transmat ring and to destroy it. The battle is glorious. The X-Men are immensely outnumbered by a security team trained to deal with the universe’s worst criminals. Yet, that means nothing in the end. The X-Men leave the ground of the complex littered with bodies of their enemies.
Rogue, who still looks like Wolverine, feels her head start to clear up, most likely from Wolverine’s healing factor. She sees the transmat ring and realizes that they are there just when Xavier wanted them to be. Suddenly, a horrible realization overcomes Rogue. As the memories become clearer she discovers that Xavier did not want the transmat ring destroyed, but the X-Men had to keep it safe to make sure one of his agents would arrive.
Rogue turns just in time to see Thunderbird prepare a ball of solar plasma. She calls out to him and tells him to stop, but he cannot hear and is caught up in the act. Rogue realizes that she has to stop his plasma bolt at all costs. Rogue grabs Colossus and tells him that she needs him armor. She tells him that the next few moments are going to hurt, but it is for a good reason. Without asking questions Colossus agrees to aid Rogue.
Rogue is touched that Colossus would prepare to die simply because she has asked him. She is also amazed that she is willing to kill Colossus because it is necessary. Rogue admits that Gambit was right and she was wrong. Their job as leaders is to find a way to win no matter the cost. Also, with so many lives in the line she has to be ruthless. Rogue throws Colossus in the way of Thunderbird’s blast and asks God to forgive her.
The first thought that crosses the minds of the watching X-Men is that they have been double-crossed and that Rogue was there to lead them astray the whole time. Rogue also wonders that too and whether Z’cann just led her friends to disaster. Suddenly, the transmat ring opens and a figure begins to form in the travel matrix. The figure coalesces in front of them, first as an amorphous blob, then as a form that all the X-Men and Cerise immediately recognize.
“Remember me, X-Men?” asks the team’s former comrade, “The name is Bishop and I’m back.”