Wild Child has made it to Chicago, but not without bringing a bunch of friends with him. Several Infinites are right on his tail laying down a barrage of gunfire around him. Wild Child runs and runs, but eventually gets nailed in the back. He goes limp and hits the ground. The Infinites move towards him, not killing him at Holocaust’s wishes. And then Holocaust’s foot plants itself right on Kyle’s head. Wild Child sniffs something that catches his attention and he pretends to pass out.
Holocaust starts yelling at Wild Child telling him that he and his X-buddies will not die tonight. Instead, they will be brought before Apocalypse and he will kill them personally. The Infinites are confused. They want to know how Holocaust was able to beat them to Chicago from the time when he dispatched them in Indianapolis. He refuses to answer and insults them for questioning him. Holocaust picks Kyle up off the ground by his neck. He starts mulling over ideas on what to do with Wild Child and finally comes up with one he likes. He's going to put on a show. In that instant, a top hat appears on his head and a cane appears in his left hand. The Infinites are confused and look at each other with puzzled expressions. Holocaust, or actually Morph in disguise, starts expanding on his idea: costumes, stages, him being the star of the show. Sudden heat comes over the confused Infinites and they turn around to find Sunfire floating behind them.
He tells the Infinites to surrender, but they instead raise their guns to shoot him down. He’s happy they refused and uses his power to vaporize them where they stand. He lands on the ground and Morph reverts back to his true form. He jokes around with Sunfire telling him he’s mad at him for killing his audience. Sunfire, of course, is not amused. One of Blink’s discs appear and both her and Rogue pop out. Rogue wants to know what happened, but stops short when she sees Kyle. Seeing him here without Sabretooth has her worried.
Kyle tries to communicate with her, but is unable. Frustrated, he licks Rogue’s cheek and she momentarily is inside Wild Child’s head. She sees Holocaust and understands what’s happening. With a little bit of Wild Child still in her, she knocks Kyle away from her, growling all the while. Rogue goes back to her old self and tells everyone that they’re going after Holocaust and stopping him once and for all. Morph jokingly tells Kyle that he’s going to get him a yummy treat for the good job he’s done.
In Indianapolis it is raining pretty hard. Lying on the ground in the rain is the unconscious body of Victor Creed. He’s being dragged across the ground by his feet. His head hits a rock along the way and he wakes up. He starts talking and Holocaust hears him. He picks him up by the hair and brings him to eye level. Holocaust is happy to see that Sabretooth is still alive. He will enjoy killing him once more. Holocaust swings Sabretooth around, he is helpless as he is tied up in chains. Stretched out before him is the Infinite processing plant, which Holocaust refers to as the “heart of Apocalypse’s empire”. Holocaust tells Sabretooth that they will eventually make armies of a million Infinites and then take over the world.
Sabretooth calls him a loser. He tells him he was a loser even back when he was codenamed Nemesis. Holocaust becomes even angrier. He reminds Sabretooth who won their last battle. Then he ties him up to a rock slab. Holocaust tells him the genetic war will soon be over and Apocalypse will be the winner. Sabretooth doesn’t see it that way. He tells Holocaust his “survival of the fittest” ideology doesn’t work when you can only win by having an army of processed soldiers to help you. Holocaust tells him that he doesn’t really believe in “survival of the fittest”, he just wants to rule. And with that he slashes him across the chest with his left arm. There’s blood everywhere and Victor is out for the count.
Weapon X and Sabretooth are walking through a corridor, fire is all around them. Sabretooth stops and Logan wants to know why. Weapon X tells him they need to get out before the place burns down. Sabretooth tells Weapon X that he can smell someone behind the door in front of him and he’s not leaving until he gets that person out. Logan tells him to get out of the way and uses his claws to break the clasps off the door. Sabretooth rips the door off its hinges. Inside they find a young Blink.
Blink just told the others that this is the first memory she has of Sabretooth. Her and the rest of the X-Men are in the air flying towards Chicago. Morph shaped himself into a wall and Rogue, Blink and Wild Child sit upon him. Guiding them all through the air and rain from underneath is Sunfire. Morph pops his head below and asks Shiro for an update. Sunfire tells him it’s up ahead pretty far so Morph changes his head to that of a pirate with a telescope. Shiro bops him on the head, sick of his jokes. He tells Morph he has no dignity. Morph starts crying sarcastically and then changes to a big grin. He tells Sunfire that if he’s going to die, he wants to do it with a grin on his face. He starts to sing “Singin’ in the Rain” and Sunfire sighs.
At Xavier’s estate, Bishop and Magneto discuss what must be done in order to change the world. Bishop’s pointing a gun at Magneto, aiming at his head. Magneto wants to make sure that Bishop will be able to kill if need be when he goes into the past. Bishop tells Magneto that he will be able to accomplish his mission. The shaking in his hands as he holds the gun tells Magneto different. He asks him again and Bishop stammers. He knows killing is wrong and against his code of ethics. Magneto slaps him and tells him that in this time and place, they must kill to survive. Bishop still isn’t thoroughly convinced. Magneto helps him up off the ground. He tells Bishop that he has watched many people die through the years and knows that any world has problems, but at least in this other world, his son would have a chance for a future.
All of a sudden, Nanny rings out an alarm. She grabs Charles and wraps him up in an omnium cocoon. She bleeps out “Defcon: Armageddon”. Bishop is confused and Erik tells him that Nanny’s main job is to protect Charles. “Defcon: Armageddon” can only mean one thing. Apocalypse has found them.
Back at the Infinite processing plant, Holocaust stands above his soldiers. They march by and he is very pleased. He can’t wait to show Apocalypse “who da man is” with his master army. He plans on taking the entire world by force. Elsewhere in the plant there’s a river that runs from the outside and into the coolant system. An intruder alarm goes off in that section and a bunch of Infinites start running. They come upon a huge whale beached on the plant’s floor. They wonder how it got there and then it speaks to them. Once again it is Morph. He opens his jaws and the rest of the X-Men come bustling out. Rogue takes out two Infinites right away. One of the soldiers tries to seal the area off. Kyle comes charging in and smacks it into the wall, smashing the soldier up. Another tries to radio in reinforcements, but is picked up in the air by an octopus tentacle. It’s Morph again and he starts singing to his newly captured Infinite.
The X-Men make it out of there and move onward through the plant. They’re about to pass by a bunch of Infinites when Blink spots something over to the right. She yells out “Victor” and blinks away leaving everyone else behind. Rogue wonders where she went. Morph points towards an area still within visible range. There Blink stands in front of Sabretooth. He is still chained up, but now he has a huge hole in his chest. Blink can clearly see through his ribcage and is petrified.