In a darkened room, someone turns on a light to reveal an old woman sitting in a wheelchair. Her mind seems to be gone, completely out of touch. Yet a hand reaches out and she’s gone…
Meanwhile, in the Catskills, Henry McCoy, aka the Beast, is bouncing through the woods, escaping from the trials of life. He has come to find peace of mind as he jumps and flips, calling out “Geronimo!” as he leaps into a river below. On shore, Jean Grey applauds his dive. They discuss their getaway to this old cabin of Hank’s that he bought for his and Bobby’s double-dates. Since Bobby is on the run with Rogue, Hank feels the need to relax with his original X-Men friends. The two reminisce their early days, and remember how simple those days seemed. Reconnecting with your oldest friends is only natural, no offence to the newer X-Men. Hank suggests they head inside for the night and silently misses his pal, Bobby.
At the Carlysle Nursing Home, Mr. Nathan Essex greets the staff on his way to visit Miss Livingstone. He inquires from Doris the nurse about her health. Doris says she’s the same, staring into nothing. Occasionally, Miss Livingstone speaks, but it is as if she’s talking to someone in the past. When they approach the room, Miss Livingstone is gone, but in her place is the heir to Apocalypse: Genesis!
Genesis presses Mr. Essex about his feelings for the old woman, revealing Essex’s true identity as Mr. Sinister. The nurse turns to run, but Genesis grabs her and callously breaks her neck. Sinister tells Genesis to get to the point as to why he’s here. Genesis asks why Sinister visits Livingstone every year. Sinister grabs him and slams him against the wall, telling him he doesn’t need to give reasons. He wants to know where this pretender has taken her. Genesis replies that if he were pretending to be Apocalypse, could he lead those Apocalypse once commanded: the Dark Riders? Lifeforce, Hurricane, Gauntlet, Deadbolt, and Spyne reveal themselves as Livingstone’s captors. Genesis has manipulated Livingstone’s genetic structure, making her look years younger, like the woman Sinister once knew as Faye. Suddenly, Harddrive teleports them all away…
Los Angeles, California, 1930: a young Faye Livingstone attends a gala event at a Hollywood Hills mansion. Faye asks her friend Lucille the identity of the mysterious host of the party. Lucille recounts the rumors she’s heard of him being a count, an overthrown prince, a former general in the German army, a munitions maker, a poet, and/or a womanizer. Faye is intrigued. At that moment, Essex enters the room dramatically. He makes his way to the two women and Lucille introduces him to Faye. Essex is instantly drawn to the woman. The two dance, which leads to kissing, which leads to much more…
Nights pass, and Faye notices that Nathan is missing from bed. She gets up to see Nathan sneaking into a secret passage. She follows him down a dark staircase and into a large laboratory with cages of creatures and all kinds of equipment. Faye asks what all of this is, to which a surprised Essex turns to reveal his true face. Faye screams at his appearance…
Back in the Catskills, Jean and Hank sit in front of the fire and Jean chastises Hank for eating popcorn with his feet by dumping the bowl on his head with her telekinetic powers. Jean heads to bed and Hank thinks about Scott and Jean’s love, wishing he could find something like that. In the shadows, the Dark Riders wait to attack the cabin. There is a flash of lightning and the front door gets blasted off its hinges as the Dark Riders run in. Hank leaps to defend himself and Gauntlet explains that they are there for Jean. Deadbolt and Spyne get the better of Hank, but Jean removes them with her powers. Then, Lifeforce grabs Jean by the head and starts draining her consciousness, but Jean swats her off. Before Hank can get to them, Harddrive teleports the Dark Riders and the captive Jean. Hank receives a tiny sliver of Jean’s psyche and decides to follow it on his own, thinking that since Gauntlet mentioned the “High Lord,” that Apocalypse must be involved. Since the trail to Jean is fading fast, Hank decides to alert the X-Men on his way to save her. However, they all are occupied.
In Sinister’s old Hollywood Hills mansion, Sinister, Genesis and Faye stand beneath a caged Jean Grey. Jean tries to use her telekinesis to escape, but the cage sends an energy feedback on anyone who uses a psychic attack against it. Genesis explains that all of this is an attempt to avenge Apocalypse, the man who made Sinister who he is. He wants to break Sinister slowly and Faye is one key to Sinister’s destruction. While Genesis is talking, Jean uses all her telekinetic juice to override the cage’s psychic blocks and succeeds, blowing the cage and dropping the floor below.
Genesis threatens to kill Faye in Jean comes any closer, but Sinister interrupts and gazes into Faye’s eyes
Sinister is gazing upon the frightened Faye. He carries her back to her bedroom and begins to rant about the X-factor in Faye’s genes and how she has amazing potential to breed mutant children. He keeps her in the house against her will. Time passes and Faye wonders if Nathan Essex ever truly loved her, yet eventually Sinister releases her with no explanation, just the memory of his cold, expressionless face staring at her. She runs away and carries those memories with her for sixty years.
Hank lands the Blackbird on Sinister’s estate and begins to climb the house when numerous gnomes attack him. Hank fights and fights, but is overwhelmed…
Back in the lab, Genesis explains that he discovered that the chink in Sinister’s armor is the love he once had for Faye. Jean wants to know her part in all of this. Genesis replies that he wants her to mind-link Sinister and Faye, so his theory about Sinister can be revealed. Jean refuses to play these games with these two men and demands that they hand Faye over to her. Sinister objects and demands that she perform the mind-link.
Suddenly, Hank emerges after his battle with the gnomes. Jean encases Faye in a telekinetic shield, but Hank notices Sinister’s reaction and wonders if he could actually be in love with Faye. Sinister pleads for them not to leave, and Hank oddly agrees with him. Jean questions Hank and Sinister, but lowers Faye and establishes the mind-link.
Suddenly, Faye and Sinister are dancing in a ballroom. Faye is struck by the beauty of the moment, being able to walk and dance again. Faye explains that she has always known of Sinister’s love for her. She never married and never had those mutant children Sinister had studied her for. She says that all of his experiments on her ultimately failed, and yet she was the one who touched him. She kisses him on the cheek and reverts back to her elderly self and dies.
Everyone wants to know what she said to Sinister, but Sinister passes it all off as delusions of an old woman. He gives the corpse to Hank and coldly tells him to do with her what he will.
Genesis says that Sinister has proven him wrong, and he will leave Sinister unscathed. Genesis teleports away. Sinister orders the two X-Men to leave also and, as he does so, Hank lays a hand on Sinister’s shoulder, expressing sympathy to the cold villain.
As they leave, the house collapses in on itself. Jean wants to know what Hank said to Sinister, but Hank says that it wasn’t what he said, but the look in Sinister’s eyes. Genesis wanted to expose Sinister, but Sinister wouldn’t allow that emotion to show, because it would be a sign of weakness. In rejecting Faye’s love, Sinister showed that he has no true strength at all, as love is the greatest source of strength anyone can have.
As they fly away, Sinister stands in the rubble blankly. Meanwhile, Genesis and the Dark Riders contemplate Sinister’s weakness that he truly showed. Genesis has learned much about Sinister in this exercise, and now must move on to Wolverine.
The X-Men land the Blackbird in front of Hank’s cabin to find Scott and Warren waiting for them. Scott asks about the disheveled cabin and Jean and Hank pretend that nothing happened. Hank and Warren go fishing, while Jean and Scott decide to make out before the clean up.
At a small post office on the coast of Scotland, Brian Braddock awaits as the postmaster Rob McCaully digs through a messy stack of mail searching for a letter. Mr. McCaully continually gets Brian’s name wrong, despite having supposedly never lost a letter in forty years. Finally, McCaully finds the letter, and the impatient Brian heads out of the post office into the windy Scotland weather.
Brian surmises that, with his powers, he could have destroyed the post office. However, since his return from his trip through a chronal wave as Captain Britain, he has gained more patience than before. He then turns his attention to the normalcy of the letter from his sister Elisabeth, also known as Psylocke of the X-Men, as compared to the many adventures he has with Excalibur or the bizarre circumstances he and his sister have found themselves in the recent years. He opens the letter to find pictures of Betsy and her new love interest, Warren Worthington III, better known as Archangel. Betsy’s letter narrates that she is, in fact, in love with Warren. She tells Brian of a recent trip that she and Warren took to the Westchester County Fair.
Warren pulls the photos from the photo booth out of the slot, and Betsy threatens him to hand them over or she will kill him. Instead, they settle for a kiss. Warren comments on Betsy’s kissing abilities, having hardly ever kissed anyone before, but Betsy reminds him that she doesn’t know how much kissing practice the body she is now has had. The couple realizes they must be the oddest couple in the world.
They kiss again and Betsy wonders if there is a tension between them since their return from Israel and the battle against Legion. Warren admits that, when it looked like the end, he came to some quick realizations about their relationship. When Betsy wonders if those realizations changed the way he feels about her, he changes the subject and goes to get cotton candy. The girl vendor of the cotton candy is quite smitten with Warren and wishes she were with him instead of working.
Betsy presses Warren into his realizations of their relationship. Warren admits that, in the beginning of their relationship, he thought it was very scripted - love at first sight, many commonalities, and a sense of pain in both of them from having been manipulated so many times. In that, reaching out to her, Warren felt good that in helping her, he was reclaiming is own soul again. The cotton candy girl hands them their order and she wishes again that she were with Warren.
The two then share their violating experiences with one another and Betsy guesses that is what brought them together. But now, the feelings are even stronger and she wonders what the next step is.
Brian reads on and Betsy confesses that both were holding back their feelings. Warren and Betsy get on the Ferris wheel and they discuss the complexity of the other X-Men’s relationships. After years of obstacles, including Jean’s “death,” Scott and Jean finally found happiness. Hank and Trish Tilby didn’t work out, Bobby has had many failed loves, Kitty and Peter’s love disappeared, and Rogue and Gambit’s expression of love turned out awful. Betsy asks if love isn’t worth the risk.
The Ferris wheel gets stuck, and Warren asks what’s going on. The operator says the engine is overheated and it will take 30 minutes to get them all down. Warren thinks that’s too long and, so, he grabs Betsy and they fly off. The crowd unexpectedly cheers at Warren’s display of his powers, and Warren comments that not all stories end the same way. Instead, the couple wonders if they should give in to their feelings, despite the risks.
As they fly, they continue their discussion that maybe the reason Rogue and Gambit ended up the way they did was because they never discussed their feelings. Betsy admits that when her body was switched with Revanche, that maybe all her thoughts and desires weren’t her own. But Warren has helped her realize the truth about herself. After finally baring all to one another, they decide to take the risk. In the end, they learn to love each other and themselves, and Betsy thanks Warren for showing her the beauty of being alive.
Brian finishes the letter, and is proud that his sister is growing up. He remembers that risking one’s heart is sometimes more dangerous than risking one’s life in Excalibur, but the risks are worth it and the world is better for taking them.