The hidden location of the New Charles Xavier School, 'Stepfords, give me psychic intel' Emma Frost asks the Stepford Sisters – Celeste, Mindee and Phoebe – as they all look up at a small aircraft which is fast approaching. Phoebe reports that there is someone in the craft, but that they are blocking out their psychic probe. Celeste adds that there is someone else in there hurt and unconscious, too, while Mindee reports that their thoughts are scrambled, like they are in some sort of haze. Benjamin Deeds goes wide-eyed, while Fabio Medina a.k.a. Goldballs, Christopher Muse a.k.a. Triage and Eva Bell a.k.a. Tempus are also present on this clear day. Emma instructs the Stepford Cuckoos to “diamond up” and warns everyone else to brace for attack and to follow orders. The aircraft reaches ever closer, and comes to a stop on the ground nearby. The cockpit opens and a bald man can be seen sitting at the controls. 'Uh, Miss Frost?' Benjamin asks. 'On my order, and not before' Emma declares, before gasping 'MAGNETO!' as she sees who the pilot is. Magneto pulls an unconscious blonde woman from the craft. 'She needs help! Boy! Healer! To me, now!' Magneto orders.
Triage rushes over as Magneto places Alison “Dazzler” Blaire on the ground, and the others gather around, as Emma asks 'What happened to her?' 'Mystique happened to her' Magneto reports. 'Dear God...' Emma utters, while Magneto tells Emma that it is worse than she thinks, as the mutant has fallen prey to her darker instincts, maybe worse than she or he in their more notorious days.
'Who is this?' Triage enquires. 'No talk. Heal' Magneto responds. 'I'm healing, I'm healing' Triage replies as he places his hands to Dazzler's face. 'What's happening?' Mindee asks. Triage announces that something is wrong, to which Celeste suggests they need to get her to a hospital. 'Shhh....' Triage tells everyone. Holding his hands to Dazzler's face, he concentrates hard, and suddenly, Dazzler opens her eyes and mouth in horror, and sits up.
'Are you okay, Dazzler?' Emma asks. 'Okay? Am I okay? Mystique kidnapped me and replaced me in my world. And she used my mutant DNA to synthesize MGH to fund her Madripoor operations. And she's still out there. Am I okay?' Dazzler snaps back, before turning to Magneto and telling him that he saved her life. 'Catch your breath. You've been through a lot' Magneto points out, and as Dazzler stands up, Emma tells her to take it easy. 'Get me a Walkman!' Dazzler declares. 'A what?' Tempus asks. 'Music! I need music!' Dazzler announces. 'What kind of music?' Benjamin enquires. 'Really. Loud. Music' Dazzler replies.
Meanwhile, in Westchester, New York, a car comes to a screeching halt down a busy street, 'What is that?' the driver asks as he gets out of his car and looks to the sky. 'I think this is it' a woman remarks. 'It looks like SHIELD is finally here for the X-Men' the woman points out as everyone looks at the SHIELD Helicarrier, while a storm rages in the sky nearby. 'Day-um. Well, we knew this day would come' the man remarks. 'Yeah, uh, I think we should all get inside' the woman suggests. People start moving into stores, and the man agrees. He turns back to his car, and finds that it is gone – and the driver – unbeknowst to him is David Bond a.k.a. Hijack – is already down the end of the street, driving towards the Jean Grey School.
At that very moment, rain pours down over the Jean Grey School, as the SHIELD Helicarrier fires uncontrolably at the school below. Storm, Firestar and Kid Gladiator fly towards the Helicarrier, while Iceman throws up and ice-shield, which is immediately blasted down by weapons fire from the Helicarrier. Quentin Quire, Surge and Broo are near Maria Hill as she taps her communicator and asks to be connected to the White House Situation Room and Avengers Tower, announcing that the Jean Grey School is under attack by commandeered SHIELD Helicarriers. Maria repeats her message, stating that SHIELD has been compromised and that the Helicarriers are not in their control. 'Inform the Avengers and the White House – SHIELD Helicarriers have been hijacked!' Maria exclaims, adding that the Jean Grey School faculty has tried to get their students to safety, but some have stayed to fight and protect their school.
'Evacuate the School! I know who is behind this. Please, this is Hank McCoy. The School is about to be destroyed and there is nothing we can do about it' the Beast announces over an intercom, while, at another location, someone in a space suit is monitoring the situation on consoles. 'Say it, Doctor. Go ahead... tell them who is about to rip their world apart' they remark, while, aboard the Helicarrier, a female SHIELD agent calls out to whoever can hear her that the ship is not under SHIELD's control. Back outside, 'All hands, this is Commander Maria Hill! The Helicarriers have been compromised!' Maria exclaims as the ground around her is blown up. 'Abandon ship, I repeat – abandon ship!' Maria orders. She turns to where the phony Dazzler – Mystique in disguise – lurks away from the battle field. 'Agent Dazzler, I need you to help get the Jean Grey students to safety and then I need you to -' Maria calls out, but “Dazzler” responds just by walking away from her. 'Agent Dazzler! Agent Dazzler!' Maria exclaims. 'Helicarrier, follow my orders now! And if you see Agent Dazzler, shoot her on site!' Maria declares.
'And with that... it seems like it's time to bring this to a brilliant conclusion. Wake Scott Summers up, Henry... this is for him' the mysterious foe in the space suit utters from their secret location. In the Helicarrier, the female agent looks horrified as the red nuclear symbol on her console lights up. 'Oh my God. Commander! Our payload is active! We've just gone nuclear!' she reports. 'Oh my God' Maria utters. 'What now?' Iceman snaps as he slides past her. 'Oh, dear Lord...' the Beast utters from his laboratory, and outside, the Helicarrier fires more shots, creating massive explosions below as the weapons fire impacts with the ground, while several Sentinels suddenly appear in the sky above, with smaller Sentinels being deployed from the larger ones. Storm looks on in shock, while Maria and several agents near her stare up at the sky. 'Sentinels? Sentinels and Helicarriers?' Iceman asks, while Firestar goes wide-eyed. 'Come on!' Quentin Quire shouts, while in his lab, the Beast looks solemnly at his screen depicting the events outside.
The smaller Sentinels land on the ground, several feet from the X-Men, Maria Hill and several agents. 'Get the students out of here!' Storm commands, while Firestar asks 'Um...what are these Sentinels doing?' 'Why aren't they attacking and killing us?' Quentin enquires. 'Yeah, that's a good question' Maria agrees, before opening fire on one of the Sentinels, which falls backwards to the ground. 'Attack!' the mysterious foe shouts as they watch their monitors. 'Why are they not attacking?' the foe wonders, tapping at some keys at the console before them.
Aboard the Helicarrier, the agents get a surprise when the nuclear symbol on their console switches from red to green. 'You see this, right? Tell me you see this!' the blonde female agent exclaims, before informing Commander Hill that something has taken over the Helicarriers from the thing that had originally taken over the Helicarriers. 'Make sure the students are in the bunker!' Storm calls out to someone, while Maria asks 'You're saying whoever took control of the Helicarriers just lost control of the Helicarriers?' causing Quentin Quire to frown and ask 'What kind of joint are you running here?'
The Helicarrier opens fire on the Sentinels, striking several of the larger ones at close range. 'NO! How?' the mysterious foe wonders from their secret location.
At that moment, Cyclops, the Beast and Magik emerge from one of the school buildings, 'Oh my God' Cyclops utters, while the Beast wonders who is controlling the Helicarriers now. Cyclops reports that there is only one mutant he knows who can do that. 'HIJACK!' Cyclops exclaims as he sees the young mutant standing atop a pile of rubble, looking up at the Helicarriers. 'And to think, I was just coming to see if I could enrol here. This better get me a scholarship!' Hijack jokes.
Maria sees this and mutters 'Okay, so now we have a new “too powerful for the world” mutant to worry about, to which Iceman tells her that he thinks the words she is looking for are “thank God for the new too powerful mutant”!'
At the unknown location, the mysterious foe screams 'NOOO!' and slams their fists into the console.
'X-Men, back up Hijack! Protect him!' Cyclops orders. 'Who?' Quentin Quire asks. 'No, Scott, you come with me!' the Beast tells his former teammate. 'What?' Cyclops asks. The Beast reports that he knows who is doing this, and where they are. 'The reason your powers weren't under your control is because you were infected with Nanotech Sentinels' the Beast reveals. 'What?' Cyclops asks, while Magik demands to know who did this and that they be shown to her. The rain continues to pour down, and the Beast explains that it is advanced tech, years ahead of where they are now, but definitely where it is going. He reports that he shut them down in Scott's system, but that he can look forward to some nasty diarrhea. He adds that it had a very potent signature and that he has traced it back to its owner. 'And I know who it is and where they are' the Beast announces. 'Show me!' Magik shouts, but Cyclops tells her that they need backup. 'But -' Magik starts to protect, until Cyclops tells her to get everyone and get back here. 'Who? Who is it?' Cyclops then asks the Beast.
Back at the New Charles Xavier School: 'Where are we going now, Miss Frost?' Benjamin Deeds asks as the students follow Emma, Magneto and Dazzler down a corridor. 'We are going to find and help Scott Summers and Illyana' Emma replies. Magneto announces that he shall join them. Yeah, you shall, Magneto' Emma replies, adding that they need both him and Dazzler. 'Are you up for this?' Emma asks Dazzler, who replies 'That's all I am'. Suddenly, Magik appears. 'And now Magik, appearing out of nowhere' Emma remarks. 'Oh good, Magneto, Dazzler... we need all the help we can get' Magik points out. 'What is it?' Emma asks her. 'SHIELD versus the X-Men. Come with me. Everyone ready?' Magik responds. 'Yes! Go! Now!' Emma declares.
An instant later: 'Geez, a little warning!' one of the students calls out, as they find themselves on the lawn of the Jean Grey School, amongst the battle. 'Really' someone else utters, while Triage asks if anyone is hurt, announcing that he is a healer.
At the unknown location, the mysterious foe decides that they were greedy and impatient, but they don't have time to start over. 'I should have listened to my better nature and just dropped an atomic bomb on the front lawn of that nightmare' they tell themselves. 'But that's not what you wanted...you wanted us to find you' the Beast points out as he and Cyclops appear in the room, and Cyclops fires a close-range optic blast at the mysterious foe, who galls to the ground, the space suit they are wearing damaged. 'You wouldn't just kill us because you wanted to see...' the Beast begins. 'My God...' Cyclops utters, as the Beast tells him that his original guess that it was he who brought this nightmare upon them was not that far off. 'It is me' the Beast points out, as the space suit's head covering is broken, revealing the foe. 'Oh, it's that Dark Beast from the Age of Apocalypse' Cyclops realizes. 'Yes' the Beast confirms. 'There are far too many versions of us running around' Cyclops mutters. 'Yes' the Beast agrees.
'I agree, Summers. Help out and kill yourself' the Dark Beast suggests. Cyclops leans over him and declares 'You infiltrated SHIELD tech, you built and perfected all these Sentinels to attack us, you tried to turn the world against us even more than they already are... why?' to which the Dark Beast replies 'Because I hate you. I hate you almost as much as you hate yourself'
The Dark Beast starts to cough, and Cyclops asks the Beast what is wrong with the Dark Beast. 'He's dying. Look at him... he's experimented on himself. Probably one time too many' the Beast points out as the Dark Beast indeed appears to have skin deformities. The Dark Beast reveals that the suit was keeping him alive. 'Scott Summers killed me... because you... brought him here' the Dark Beast announces. 'You killed... yourself...Henry. So symbolic...so... inevitable'.
Cyclops tells Hank that he is sorry. 'I'm torn, frankly' the Beast replies, while Cyclops comments that it is amazing how the Dark Beast hid himself into the bowels of an abandoned Helicarrier here. 'Wait...' the Beast begins, as they see a screen in front of them start to count down. 'Magik! Hijack! My location!' Cyclops shouts through his communicator, and immediately, the two teleport into the abandoned Helicarrier. 'What?' Hijack asks. 'That!' Cyclops exclaims. 'The counting down thing?' Hijack enquires. 'YES!' Cyclops shouts as the number reaches seven seconds. 'Oh, #$%&!' Hijack declares, before waving his hands around.
And soon, back at the Jean Grey School, Cyclops, the Beast, Magik and Hijack have returned, with the Dark Beast. Cyclops's students gather around while Maria Hill announces that she wants the entire property taped off, she wants all the students and faculty accounted for and wants the Helicarriers decomissioned immediately.
'It's over' Cyclops reports. 'That looks a lot like a dead, older you, Dr McCoy' Maria points out as she looks down at the Dark Beast. 'It is' the Beast replies. 'See, this is what happens when you mutants use space and time as your own personal playground, you guys just do whatever you -' Maria begins, before Cyclops interrupts, informing Maria that he will do everything in his power to fix what has been broken and put this right. He adds that nothing she can say will make him feel any worse about what has happened today than he already does. Maria tells everyone that they will all cooperate with SHIELD's investigation. 'You can investigate all you want, Lady. This happened on your watch' Cyclops points out. 'Yup' Tempus agrees. Cyclops reminds Maria that this happened on one of her ships, that the Dark Beast used her technology to attack this school and his team. 'Yeah, but one of you did this' Maria remarks.
'You're supposed to protect the world' Cyclops tells Maria. 'That's your job! Look around... did you?' Cyclops asks. 'What about me?' Dazzler enquires. 'You are under arrest' Maria announces. 'For being kidnapped by Mystique?' Dazzler asks. 'Where is she? Where is Mystique?' Magneto asks, before telling the SHIELD agents who aim their weapons at him to cool it with the guns. 'Kidnappped?' Maria asks. 'Yes!' Dazzler replies. 'So that wasn't you?' Maria enquires, while Dazzler asks where Mystique is. 'She, oh damn it, she ran away. We'll get a team on it ASAP' Maria reports. 'She kidnapped me in the Helicarrier. Where is she?' Dazzler demands. Maria calls her “Agent” and tells her to stand down. 'Agent?' Dazzler responds. 'You are still an Agent of SHIELD. You need to be debriefed and you -' Maria begins. 'You've got to be kidding me (Agent of SHIELD)' Dazzler replies, asking 'When I needed help, who was there for me? All this did was remind me who I really am... I am an X-Man' Dazzler exclaims as she walks away from Maria Hill. 'Mystique. Playing us against you. Setting us up to be compromised this badly. I think we need to change the rules on how we deal with all this. Starting now.' Maria announces, before asking Magneto 'Would you mind'.
The SHIELD agents who are holding weapons suddenly find their weapons falling to their feet, while the Beast, Storm, Iceman and Rachel Grey stand nearby. 'Time to get to work' Maria tells everyone and as the SHIELD agents start to pick up the damaged Sentinels, Iceman announces that he is not cleaning this up. 'I'll tell you that right now'.