The X-Men are now in Chicago. There are humans running everywhere. Holocaust had sent out his probes and Chicago’s citizens know they’re next to go. The X-Men are disguised in regular clothing, posing as humans. They want to calm the people down and figure out a way to save them. Suddenly, Sunfire ignites and takes to the air. The humans start freaking out because they think Holocaust’s forces have already arrived. Morph tries to calm Sunfire down, but he won’t listen. He doesn’t think that helping the humans get away will save them. The only way is to stop Holocaust once and for all.
Rogue is a little upset at Sunfire’s behavior. Blink asks her if she should do something about it, but Rogue tells her no, she’ll handle it. Meanwhile in the air, Sunfire is blowing up Holocaust’s probes with his atomic flame. His blood is really boiling. Rogue takes to the air after Shiro. She tries to tell him he’s making matters worse. The probes he’s destroying are landing on the ground and exploding. He yells at her telling her how much pain Holocaust and Apocalypse have caused him. He doesn’t look like he’s going to calm down. Rogue has only one thing left she can do so she touches him with her bare hands.
Rogue’s mind is suddenly filled with a gruesome scene from Shiro’s past. It turns out that Nemesis and Apocalypse captured Sunfire. And after seeing his nation torn apart and slaughtered, Apocalypse took him by the face and choked him under the blood-tainted water. He must have gone unconscious because that’s all Rogue recalls. Tears form at her eyes for she is feeling it the way Shiro felt it in his heart that day. Both Rogue and Shiro fall from the sky. Morph runs over and softens their landing by extending his body.
Sunfire is crying now as well. He’s mad at Rogue for invading his memories. He wanted his shame to be his alone. She assures him that he isn’t to blame for Apocalypse’s reign of terror on Japan, that he has nothing to be ashamed about. Morph brings them back to reality and reminds them of their current mission. Shiro tells Rogue he’s ready to help move these people out.
Back in Westchester County at Xavier’s old estate, Magneto sits in a room. Bishop comes to the doorway where Magneto is and yells at him. He’s mad because Magneto is “hiding” while the rest of his X-Men are all around the world going on dangerous missions for him. It turns out that Magneto is actually cradling his son to sleep. Bishop apologizes, but Erik cuts him short. He says that he should be apologizing to his son. After all, if what Bishop says is true and they have to destroy this world to get the old one back, then Charles will cease to exist. Magneto now has second thoughts on what he should do. Bishop tries to affirm the fact that it’s the right thing to do. This whole reality that exists is merely a cosmic accident. Magneto asks him if he’s ever had a child. Bishop tells him that he hasn’t. Magneto already could have guessed that. He asserts to Bishop that if he ever held a child of his own he would know that in no way was it an accident. He asks Bishop to leave him. If tonight is going to be his last night, he wants to say good-bye to his son.
In the stronghold in Manhattan, Apocalypse watches Quicksilver’s team of X-Men helping the human Sentinel evacuations on a holo-screen. He’s not too happy with how things are going and starts blasting away at his people in the room with him. He’s mad because Abyss didn’t stop the X-Men in Maine and the evacuations continue. He yells for Rex and he comes crawling. He wants an update on the search for the X-Men’s base. Rex still doesn’t know, but luckily his wrist computer starts beeping. Relieved, he shows Apocalypse the X-Men’s location; Westchester, the former residence of Charles Xavier. Apocalypse is euphoric. They’ve been in New York with him all this time. He yells for Rex to prepare his people. He’s heading there himself.
Back in Chicago, Sabretooth, with Wild Child draped over his shoulder, stands atop a building looking across the ruined remains of the city. Blink stands behind him reiterating the fact that there are still people below that need their help getting clear. Sabretooth tells her that’s why he’s called her up here. She stops him, not wanting to hear what he has to say. She knows what he wants. He wants her to teleport them to Holocaust. He tells her it will be alright. He only wants to buy Rogue and the rest of the team more time. Him and Kyle will only attempt to delay him. At this point, Clarice confesses to him that every night she prays and no matter what she prays for she always thanks God for Victor Creed. She starts to tear up after recalling the time when he saved her from Abyss so many years ago. She asks Victor if he thinks she’s stupid. He tells her no, the only “stupid” thing is giving up and not fighting. He asserts that she needs to send him to Holocaust, but if he doesn’t make it back, he wants her to kick is butt for him. She agrees, but before she can act Rogue flies in.
Rogue tells Sabretooth that there’s no way he’s going. He’s not going to get himself killed on her watch. She orders them all to get down to the ground and continue with the evac. Sabretooth becomes angry and tells her to get out of his way. A “blink” occurs and Rogue hits the ground. It turns out that Blink displaced her for a fraction of a second, which knocked her out. Sabretooth thanks Blink and she teleports him and Wild Child away. After they disappear, Blink says quietly for Creed to thank her by coming home.
Instantaneously, Sabretooth and Wild Child are ‘ported to Indianapolis. Sabretooth can’t believe that Holocaust is culling Indianapolis. He thinks something must be going on around here. He wakes Wild Child up with a jerk of his chain and the two of them go on the hunt. Almost right away they run into Holocaust. Holocaust attempts to bring up some old memories when they used to work together, but Sabretooth doesn’t want to hear it. He wants to know where all his troops are and where all the bodies of the culled are. Holocaust tells him the surviving humans have been brought to his Infinite processing plant located 20 miles away to the north. He figures since he’s going to kill Sabretooth, he can tell him this important information. Unfortunately for him, he didn’t realize Wild Child possesses some intelligence. Sabretooth sends him running to tell the others. Holocaust starts firing away at the fleeing mutant, but is stopped short by a leaping Sabretooth.
Holocaust is amazed that Sabretooth is trying to take him out on his own. Sabretooth takes a few more swings before getting knocked into a brick wall. Victor is starting to enjoy this fight. He’s really agitating Holocaust. A volley of fire emits from Holocaust’s arm and Sabretooth runs backwards to avoid it. The building around him crumbles and Sabretooth is swallowed in debris. Holocaust starts picking up chunks of building looking for Creed. From behind he emerges and throws a huge block of building right at Holocaust. It hits him in the facial part of his armor and knocks him back.
Holocaust starts taunting him, for Sabretooth is now bleeding internally - blood is leaking from his eye. This puts him in an animalistic rage and he charges Holocaust. He latches right on his helmet area and rips it right off letting loose what looks like red circular gas. Sabretooth passes out from exhaustion and hits the ground. Above him, the red gas reenters the suit. Holocaust is back to his old self and it looks like Sabretooth’s in trouble.