Due to Professor X's disappearance, Ms. Marvel's suppressed consciousness begins to break free – causing Rogue to receive visions. Rogue's foster mother Mystique lures Rogue to the hospital where she sees Ms. Marvel's comatose body and remembers the past. She remembers how she ran away from her abusive, mutant-hating father and found Mystique. Mystique raised her and eventually sent her on a mission to attack Ms. Marvel, resulting in Rogue absorbing her powers permanently. Rogue also absorbed her consciousness – leaving Ms. Marvel in a coma and Rogue plagued with Ms. Marvel's psyche. Rogue finds Professor X who helps her suppress the visions along with her memories. In the present day, Ms. Marvel's consciousness begins to fight Rogue over control of her body. Jean uses Cerebro to help Rogue restrain Ms. Marvel. Mystique tries to convince Rogue to join her, but Rogue declares Mystique made her worse than a killer. She visits Ms. Marvel's comatose body in the hospital, brings her flowers, and tells the nurses Ms. Marvel's real name. As she leaves, Ms. Marvel's body shows signs of life and smiles.

A large man growls as he lifts two men above his head. A reporter explains that there was violence in the downtown area, believed to have been started by a mutant. The attacker throws the men in different directions. One man flies into another, who is swinging a chain and standing next to a smashed car and broken fire hydrant gushing water into the street. The reporter claims that this is fueling anti-mutant hysteria that is spreading across the nation. The man storms by a flaming car then grabs onto a stopping police car. Three more surround the mutant. The mutant lifts the car and the two officers inside escape. Four more cars surround the mutant as he lifts it above his head and flings it into the air. The reporter goes on to say a witness claims there was just one attacker that was big and hairy. Elsewhere, a man turns off the television ending the report as the car explodes for the camera. He tells his wife, Martha, that "she" is one of them and needs help. Martha wonders how he could have registered her with the Mutant Control Agency like she is some sort of criminal getting in his face. The man explains that the agency is not a prison but an outreach program to help "unfortunate" people. He embraces his wife explaining that it is for her own good and that he loves Jubilee. Martha starts crying wondering what will happen to her. He doesn't know but worries that her powers will be discovered and that others would not understand. At the top of the stairs, Jubilee overhears. She wonders why this is happening to her since she used to be a normal kid. She crouches to the ground and begins to cry. Outside, a large robot flies overhead and across the moon. It lands on a street crushing a street light and crumbling the sidewalk. A dog runs up to it and begins barking. The humongous robot's eyes glow and it tries to snatch the dog. Luckily, the animal runs away. The robot stands once more, towering over the three-story buildings. It begins scanning the buildings as it walks along the street. Inside the house, Martha wonders if they are wrong and she isn't really a mutant. The father says she must be kidding. He opens the entertainment center and reminds her of what Jubilee did to the VCR by simply touching it. He points to the burnt and damaged device. Outside, the robot smashes through trees as it continues its march. It stomps on the road next to a car causing it to tip on its side. Martha asks her husband if he regrets taking Jubilee in. He retorts that he does not. Upstairs, the robot peaks into the window of Jubilee's room. The eyes illuminating the room. It smashes its arm through the window and inside. The parents hear the noise upstairs and gasp. The robot grabs the bed but when it pulls it out finds that there are no living objects inside. It drops the bed, begins a tracking program, and stomps away. Martha calls out to Jubilee asking if she is alright. When she opens the door she sees the destruction and screams. Later in an arcade, Jubilee plays at one of the machines. She fires at her enemies but is grabbed by a giant creature. However, she is depressed at the thought that her adoptive parents are ashamed of her since she thought they loved her. She then threatens the game's enemies. Her character escapes the creature's clutches and continues firing. Outside the mall, the robot stomps through the parking lot. People scream as the cars around them shake with each footfall. However, one kid wants his mother to buy him one and runs after it with the mother chasing him. It crushes the front of one car causing people to flee in terror. A woman runs to a police officer demanding that he do something. He asks what he is supposed to as it stomps by them. The robot scans the parking lot and claims it is closing in on its target. Back in the arcade, Jubilee wonders what is wrong with being a mutant anyways. Just then sparks fly out of her hand and destroys the arcade game. She cries out that this is happening again. As a crowd gathers to see, the arcade's manager angrily asks if she knows how much those machines cost. She flips down her sunglasses, claims just a quarter, and sips from her soda. He then realizes that she is one of "them." Jubilee runs out of the arcade with the man yelling that he doesn't want mutants around there. As she runs, she complains about how stupid the man is. Without looking where she is going, Jubilee bumps into two women causing them to drop their boxes. As the three of them crash to the ground, Jubilee yells at the two to look where they are going. She grabs her glasses and runs off. The Southern woman wonders what was wrong with her while the white-haired woman begins to pick up the mess of boxes. Jubilee runs around the corner past Larry's Bookstore. A janitor picks up an empty glass when he looks up through the windows to see the giant robot outside and screams. Outside, people continue to scream and run as it punches its way through the windows. It tells the people to not be alarmed as it is only going to serve and protect. However, people inside are now screaming and running. In a store, a Southern man looks at several playing cards. The attractive clerk flirts by saying he likes to play cards. Neither notice the robot stomping by. The man approaches her and flirts back that he likes solitaire, unless he's has someone to play with. Jubilee runs to the escalator and rides it down. She pushes up her glasses when she hears screaming in the distance. Just then, a group of people run up the escalator shoving her aside. She tells them to watch out. She then spots the robot stomping by. Visibly shaken, she hopes the thing is merely mall security. Unfortunately, the robot spots her just before she moves under a walkway. It crouches down and sees her exiting the escalator on the second floor. It zooms in on her face and identifies her as its target. Jubilee hears this, screams out for help, and runs away. The robot extends its arm and a cable shoots out of its hand. As Jubilee runs up the escalator, the cable wraps around her. Standing outside the Elizabeth's Secrets store, the two women with their packages look at the clothes through the window. Suddenly a crowd of people run through screaming to run. The two watch them pass and the Southern woman wonders if there is a sale. Just then, they hear Jubilee's cries for help. They turn and see the robot lifting Jubilee to its face. The girl kicks the robot and demands to be let down. In response, it twists her upside down. She then pleads with the robot. Suddenly, thunder is heard as the white-haired woman introduces herself as Storm, Mistress of the Elements, and commands the robot to release the girl. She is shooting lightning from her fingertips with a cloud formed above and her eyes are completely white. The Southern woman asks her to lighten up on the speeches. Jubilee asks them to keep talking to the robot. The robot scans the two but is unable to identify either one. It decides to ignore the two. It stands and Jubilee screams. Suddenly, lightning courses over Storm and her clothes turn into a white uniform with a large cape. She flies into the air and fires a blast of electricity at the robot. The blast hits the cable and drops Jubilee. The robot turns to watch her fall. Storm flies down and catches her out of the air just before the robot can grab her. Jubilee is amazed that the woman can fly. The robot orders the mutant to stop. Meanwhile, the Southern women grabs the escalator and rips it up. The robot fires a blast from its hand but the escalator stairs rise up and block it before it hits Storm and Jubilee. The robot crouches down to see her. Storm and Jubilee land just as the woman flies into the air. She punches the robot's head knocking it back. Jubilee is amazed at what the woman is doing and hugs the older woman. Storm wraps her arms around the girl and jokes that the woman, Rogue, has a way with men. They watch as Rogue throws another punch. However, the robot retaliates by smacking her with its fist. She flips in the air and flies under another swing. Back in the store, the Southern man says how much he likes the cards. He is about to say more when he hears the screams. Not paying attention, the clerk asks if he likes anything else. He walks out saying he will return soon. Rogue punches the robot knocking it back. The man sees it coming towards him and runs away from the window. Rogue flies up to watch it. Storm orders Jubilee to wait there. She is amazed when Storm flies up in a gust of wind. The robot's eye glow and sits up. The clerk cries out not knowing what it is. Gambit jokes that her insurance can deal with the damage, then gets up and runs out. Storm flies up next to Rogue. Rogue wonders what the thing is. Suddenly, the robot shoots energy from both its hands and the two women are blasted through the skylight above and onto the roof. As they struggle to get up, Storm notes that it is a robot. With the two gone, the robot looks down at Jubilee telling the mutant to stop. Jubilee wonders who is a mutant, then runs away not wanting an answer. The robot watches her round a corner then blasts the floor. Jubilee falls to the first floor but is caught by the man. He asks where she is going and she replies anywhere but there. Suddenly the robot walks up and orders the man to stand aside as it must capture her. The man holds up a playing card and his hand and the card glows. He throws it and it explodes on the robot's chest. The robot stands and backs away as more cards explode against it. Jubilee wonders how the man is doing that then runs away. He calls out to her to wait since he, Gambit, wants to help as he's a mutant as well. He doesn't see until its too late as the robot crouches down and fires directly at him. Jubilee runs down the mall freaking out about all the strange stuff going on. Behind her, Gambit flies through a sign and into a car that can be won. Jubilee hides behind a column and watches the robot approach Gambit. She hopes the robot doesn't see her. She turns and becomes frightened when the robot stops to look at Gambit. The robot scans Gambit, who struggles and groans to get up. Finding him unregistered, the robot declares him expendable. It then looks up to see Jubilee step out from behind the column. She tells the robot to get away from Gambit. Then she raises her hands and sparks fly out. They hit the robot and it staggers back. She looks at her hands not believing it. Just then, Gambit sits up and orders her to run. The robot stomps past him. Jubilee runs outside, wondering what she ever did, and why she is a mutant, since she is just a kid. The robot busts through the windows and into the night air. He releases a canister from its hand and rolls past Jubilee releasing knock out gas. She coughs as she stumbles upon a man in a blue and yellow uniform and a visor. She asks who he is and he replies that he's Cyclops. He orders her to get down. She begins to pass out saying she doesn't have a choice. She falls into his arms as the robot blasts a nearby lamp post. The robot stomps towards him. Cyclops notes that it used an energy blast and says that he is a pro. He shoots a beam of red energy from his visor. It blasts the robot through the neck decapitating it. The robot falls backwards smashing several nearby cars. Its head crashes nearby. Jubilee moans on the ground. Later, a large mansion stands in the night. Inside, Jubilee lies in an infirmary with machines beeping. She wakes and wonders where she is. Just then, sparks shoot from her arm along a cord connecting her to an EKG monitor causing it to short out. She takes off the monitor band, gets out of bed, and complains about all machines. She creeps to the door and looks out the small window. She tries the door but finds it locked. She points at it but nothing happens. She holds up her finger knowing she can do something. Suddenly a spark forms. She again points it at the lock and this time it fires and explodes. The locks falls off in a large metal hallway. As she creeps out, Jubilee notes that mutant powers do have their advantages. She opens a door and spots a large blue man grabbing a liquid filled flask next to a microscope. She gasps when she sees the man man is hanging upside down with his feet grabbing a bar. He pours the liquid into another flask noting how bad it would be if it exploded. He flips and lands noting that it interesting if it did explode. Jubilee runs by the doorway wondering how to get out. Jubilee runs by another door when she hears a news broadcast. A Robert Kelly is denouncing the attack at the New Salem Mall as part of ongoing mutant menace violence. Jubilee peaks inside to see a man watching the broadcast. Suddenly changes his shape into the man on the television and jokes, in the other man's voice, that he is an idiot. The mutant changes back to himself and laughs. The man changes the channel and sees an advertisement for Aggression, a cologne, by Calvin Clone. A woman is shown sitting at the feet of a man wearing a ripped shirt on the beach. The man then transforms into the man in the ad. Then, a news report shows footage of Jubilee and the robot at the mall. An announcer wonders if she was kidnapped by mutants, and promises a film that night. The man then changes into Jubilee and repeats the line. Jubilee is shocked, backs away, and runs down the hall. Jubilee enters a room with several chairs and monitors. She can hear several reports at once. One notes that a strange woman was seen near the scene of the violence. Another claims that amateur video caught a glimpse of something. The monitors show a pale white woman with black patch over her eye, a man with fire shooting out of his legs, and an ad for the Genosha Beach Inn. Suddenly the main monitor shows the animal-like man throwing people around. It cuts to another man wearing red armor and a helmet lifting tanks with power from his hands. Then it cuts to the mutant hating man saying that they need to treat all mutants as a potential danger to mankind. Jubilee turns off the monitor. She begins to run when she sees the head of the robot. Then she hears voices behind her and hides. A bald man in a hovering chair and a woman named Jean enter the room. The man claims that what happened at the mall was inevitable. He knew the X-Men would be revealed to the public someday but he had hoped for something different. Jean stops when she sees that the monitors are off. He holds his hand to his forehead and sees an image of Jubilee hiding just outside the room. He realizes that Jubilee did it and is trying to escape. He turns towards the door as she starts running down the hall. As she flees an alarm begins blaring as the man comes over the PA system and, calling himself Professor Xavier, calls out for a Code Three, an intruder. She reaches an intersection, looks both ways then heads left. Jubilee reaches the end of a hall and is stopped by a large door. There is a flashing sign above it calling it the Danger Room. She hears a voice behind her telling Beast to check her way. Beast, the large blue man, runs down the hall then up on the wall. Jubilee begins pressing buttons at random. She then fires a blast at it and the door opens. However, the computer announces it is starting the Gambit-Wolverine training sequence. Jubilee runs inside as the massive doors close. The room is completely dark until a brick wall appears before changing into a concrete one and then a metal and rock wall. Jubilee is surprised then horrified as she turns around. A massive spiked ball heads towards her. She ducks then runs wishing she could go back to the giant robot. Gambit runs up and notes that this is no place for her. Just then, three long metal claws break through a wall. Inside the hole is a man in a black, yellow, and blue uniform: Wolverine. Gambit charges a card and throws it at Wolverine. The clawed man leaps out of the way as it explodes. Gambit falls to the floor and is then lifted up as the computer initiates a piston. Gambit rolls off just before it crushes him in-between another piston, though it takes part of his jacket. Gambit lands but is tackled by Wolverine. He says that Gambit is now it then raises his clawed hand as the game is over. Wolverine asks if the Cajun has had enough, and asks him to say "Uncle." Jubilee orders Wolverine not to hurt him and he turns in surprise. She shoots sparks from her hands that knock him back and into the wall, hard. The door opens and Storm, Beast, and the shapeshifter enter. Storm asks if the child is alright. Wolverine groans and replies that she won't be for long. Jubilee backs up as Gambit stands saying that she wanted to help stop the fight. Beast and the shapeshifter laugh at Wolverine. He pulls out his claws and growls to stop them. Gambit reassures her that all she hurt was his pride. She then asks what this place is. Beast explains it is part gymnasium and part survival course known as the Danger Room. Storm leads Jubilee away offering to explain who they are. Outside, birds fly away from the mansion. Storm leads Jubilee to the roof. Storm explains that they are all mutants. Jubilee wonders what a mutant is. Storm responds that no one knows who will be one when they are born, but they discover their powers at about Jubilee's age. She goes on to say that Professor Xavier is the leader of their team, the X-Men. She reassures Jubilee that they are safe there. Storm explains that she can control the weather, hence her name. Jubilee notes that that makes sense, as opposed to her name since she just blows stuff up. Storm reassures her she is in the right place. She introduces the place as Professor Xavier's School for the Gifted. Jubilee claims that "gifted" is just another word for mutants, or weirdos, like her. Storm holds her, replying mutants like all of them. Jubilee thinks that they are too old for school and asks if they were held back. Storm explains that they learn something special there. She raises her arm and shoots lightning into the sky. Jubilee is shocked as wind blasts her. Storm goes on to say that they learn to control their powers to help mankind. Jubilee, blocking the wind with her arm, asks her to stop. Storm's miniature storm relents and Jubilee asks why people hate them. Storm responds that people hate what they do not understand. Inside the mansion, Xavier explains to the team that he managed to retrieve part of the robot's visual memory. He pulls up a scan of Jubilee along with her information. Cyclops, Storm, Beast, Jean, and Rogue sit around the console. Wolverine enters and Rogue tells him to "take a load off." He sees images of Jubilee in her room and asks if anyone notified her parents yet. Rogue explains they called but no one answered. Xavier then points out an identification picture. He points out that it's from the Mutant Control Agency registration files. That is how the robot found her. Cyclops then wonders if the government is plotting against mutants. Xavier explains that the Mutant Control Agency is a private organization, occasionally supported by the government. He theorizes that someone at the agency has a hidden agenda. Meanwhile, there is a car parked outside Jubilee's home. Inside, a man with glasses asks if Jubilee has any mutant friends. He holds up a picture of Storm and Rogue asking if they know them. Jubilee's father says they don't really know much about her friends. Martha pipes up saying she's only been with them a year since she is a foster child. The father says Jubilee always kept her secrets to herself. During this time, Jubilee gets off a bus. After it leaves, she breaks into a run wanting to make sure her parents are safe. She does not notice another robot standing behind some bushes between two buildings. The robot looks out and watches her go. It moves away a tree and scans her. Jubilee turns to see it towering over her. She backs up and fires at it. It blocks the blasts with its hand and stands up. She runs and it stomps after her. She runs into the street in front of a passing car. The man slams on his brakes when the robot follows. She skids to a stop when a second robot walks out from behind a building. Jubilee is horrified as the first robot walks up trapping her. The second one shoots knock out gas from its fingertips engulfing her. The robot says that the target is apprehended. The man with glasses walks up and congratulates the robot. Jubilee looks up at the man and robots but falls into unconsciousness. Back at the mansion, Xavier pulls up an image of the Mutant Control Agency's headquarters. He explains to the entire team that the building has files on hundreds of registered mutants who were innocently duped into revealing their identities. Logan sits down saying that they're going to get in and destroy them. Gambit boasts that he could get in there alone easily. However, Xavier has Storm lead three others into the building: Wolverine, Beast, and the shapeshifter Morph. Morph changes his head to Gambit's then asks if it will make him feel better to go in like that causing Gambit to laugh. Xavier gives Cyclops overall command. Xavier exits into the hall and is followed by Cyclops who stops him. Cyclops points out that they have been together a long time and he too believes in peaceful coexistence between humans and mutants. But he is worried. Xavier stops him knowing what he is about to say, but they have no choice. Xavier turns and leaves. Logan walks up and asks if the teacher's pet got cold feet. Cyclops turns his head and flashes his visor. Chewing on a toothpick, Logan challenges him to a fight anytime. However, they are interrupted by Jean. She runs up saying that she went to check on Jubilee and found her missing. Logan offers to go after her. Cyclops stops him saying they have a job to do first. Logan turns and pulls out his claws, saying he goes wherever he wants. He turns and leaves, shoving Gambit out of the way. Gambit pulls out a card and charges it but Cyclops runs up ordering to let him go. Gambit tosses the card behind him so it explodes with little force saying Logan's not worth it. In the night sky, a large jet flies by. It lands in a small clearing in the woods. The side door opens and Rogue and Beast exit. Cyclops orders the team to stay close. Rogue and Beast walk off together as the rest of the team follows. Rogue tells Beast that when she was thirteen she had a boyfriend until she kissed him. She explains that the boy was in a coma for three days. That was when she realized if she touched anybody she absorbed their strength. Rogue lifts a boulder then tosses it aside. Gambit and Morph follow behind them. Rogue goes onto say that was when the boys stopped calling. Beast laughs and tells her to be fortunate. He says he had dandruff. Morph pipes up that whenever he was in trouble he turned into the principal. He transforms into a balding man in a suit and pushes aside a tree branch. When Gambit approaches he lets it go hitting him. Rogue continues on saying her father was very upset when he found out. Cyclops adds that they all had that problem. The X-Men top a hill and find the headquarters. Storm holds up binoculars and tells them to stop. She spots a guard tower and guard gate. Rogue asks Beast, since he is so smart, why they are the way they are. Beast suggests that it could be because of gamma rays, pollution, ozone depletion, or even television. Morph suggests it is progress. Suddenly, Wolverine says that it is lousy luck. They look up and see him sitting in a tree. Wolverine complains they make a lot of noise. He leaps down the branches onto the ground near Gambit. The Cajun asks if he's joining them and Wolverine says he is. He walks over to Storm and Cyclops. She asks if he found Jubilee. He explains that her trail went cold outside the house. He also says he was bit by a dog. Storm hands Cyclops the binoculars. He looks through then tells Storm to "do her thing." She raises her hand and the clouds begin swirling as thunder rumbles. She rises into the air as clouds pass over the moon. Inside the compound, a guard looks up then enters the booth. Morph, Wolverine, and Beast crawl their way up to the fence. Morph asks if Beast to lift him over the fence. Wolverine smiles and gives Beast a thumbs up. Morph screams as he is thrown over. Wolverine says that he was right. The guard hears something and runs out. He runs up to Morph asking if he is alright. Morph changes into the guard then says he is. He pulls out a gun and shoots the guard with knock out gas. When the guard passes out he transforms back. He begins to drag the guard away as Beast tosses Wolverine, who lands on his feet. Beast leaps over in a single bound. Cyclops watches through the binoculars. He tells Rogue and Gambit that the others are inside. As the three sneak around, a guard appears ordering them to stop. Wolverine pulls out his claws but the man is shocked by Storm's lightning. Wolverine looks at the unconscious man then moves on. He approaches a door then slices it down the side. He opens it since the lock is cut off. As they walk in, Beast points out that they have the guard's keys. Wolverine jokes he'll buy them a new door. He suddenly stops Beast and sniffs. He tells them that there are electronic beams. Beasts asks if he can detect the infrared spectrum. Wolverine replies that he can smell the ozone. Storm offers to show them and creates a mist in the hallway. Beams show all across the hallway in front of them. Beast quotes a poem about persevering in their path, and calls it a minor poem for a minor problem. He leaps onto the pipes overhead and swings his way forward. He sees a security box and uses the keys to open it then comments to himself if any of them are ever truly secure. He flips off all the security beam switches then powers down the system. Outside, Rogue approaches Cyclops and Gambit noting that they look nervous. They watch the spotlights circle around. Cyclops just wants to know what is going on inside. Just then a large armored vehicle rattles its way down the road. Cyclops notes that they have trouble. Back in the building, the team walks down a hall. Morph says it is "clear sailing" now. They approach a door. Inside the door, armed guards ready their guns towards the door. Outside the room, Storm turns the handle and opens the door. TO BE CONTINUED...

In the Shi'ar court, Lilandra reveals Dark Phoenix's vast destruction of the D'Bari solar system and declares that Dark Phoenix has transformed into the Destroyer of legend and must die. Professor Xavier calls for a Trial of Combat for the custody of Jean Grey/Dark Phoenix which pits the X-Men to battle the Shi'air Imperial Guard on the Blue Area of the Moon as both the fate of Jean's entire being and the universe itself hangs in the balance.

Magneto kidnaps some astronauts and crashes into the UN. There, he announces on TV that he has established a living space on an asteroid in space for all mutants who wish to be away from humanity. Professor X, watching Magneto's speech, is saddened as he thinks that he has failed in his mission to bring humanity and mutants together. Gambit wonders if he should leave for Asteroid M as he starts to doubt that the X-Men are making much progress towards their goal. The Professor talks with President Kelly, who is worried about Magneto and if he has any real intentions. Professor X, Beast and Gambit head off to meet with Magneto whom they find preparing to send a batch of mutants up to the asteroid. Magneto joins the group as they travel to Genosha, where mutants are still being captured and used for slave labor. On the island, the trio of X-Men, Magneto and his followers, including the Acolytes fight a group of Sentinels. After the fight, Fabian Cortez suggests that all the humans be murdered but Magneto just releases all the captive mutants and everyone travels up to the asteroid. Once on Asteroid M, Magneto deals with a laser satellite attack, thinking it was an unprovoked attack on the mutants, but learns that it was a retaliatory attack as a missile had been fired from the asteroid. Professor X meets up with his ex-girlfriend Amelia Voght but she abruptly denies him. Magneto learns that Cortez fired the missile but also finds out that he is dependent on Cortez's powers and so he fires Magneto out into space, in a capsule. Cortez then blames the X-Men for assassinating Magneto.

Professor X's visions leads to his decision to blindly send the team to commandeer a space shuttle on which they are then attacked by Shi'ar agent Erik The Red who has plans to ambush the rebel, Lilandra when she exits a space wormhole. Jean Grey experiences a transformation as the shuttle travels through an energy field.

Graydon Creed tries to return to the friends of humanity by capturing and delivering his mother and step brother who are both mutants. Nightcrawler gets a mysterious message that his birth mother (whom he never knew) is in trouble. He turns to Wolverine, Rogue, and Jubilee for assistance. Together they infiltrate the Friends of Humanity compound in search of his mother. The plot thickens when Rogue recognizes Nightcrawler's mother's voice.

Continuing from the last episode... The Mutant Control Agency, outside of Washington D.C., sits peacefully at night with the moon overhead. Spotlights move around illuminating the perimeter. In the nearby foliage, Cyclops and Gambit walk up to get a better look while Rogue lands behind them. Rogue notes that they look as nervous as a long-tailed cat in a room full of rocking chairs. Cyclops wants to know what is going on inside. Gambit, playing with his deck of cards, says that if he was in there they wouldn't have to worry. Just then, several armored vehicles drive by on the street towards the agency. Cyclops note that they got trouble. Inside the building, Storm flies through the halls while Wolverine, Beast, and Morph follow. Morph bumps his shoulder when he rounds the corner and goes through the doorway. They approach a closed door and Storm lands. On the other side, armed men aim their guns at the door. Storm opens the door slowly but Wolverine quickly stops her and shuts the door. He sniffs the air and smells gun oil. He reveals that there are security guards who are onto them. Inside, the guards look around confused. Suddenly, the door flashes and Storm blows the door and guards back with a mighty gust of wind. Beast jokes that he used to wonder how she got her codename. Outside, the armored vehicles stop inside the fence line. They open up releasing the armed soldiers. Suddenly, one is blasted by Cyclops' optic blast. He turns off the blast with his visor. He orders the others to keep the soldiers away from the building but not to harm any humans. He also warns to watch out for themselves as well. Gambit dodges an energy blast from one of the soldiers' guns. He tells Cyclops to tell their opponents not to hurt them. Inside, several guards protect a room. The door opens and a high ranking officer enters. He tells the men that they are under attack and to report to the guard room immediately. The men rush into the room. The officer stands in the doorway then changes into Morph. He closes the door and locks it while insulting them. He turns and says that it is clear sailing from there while the others enter. Storm tells them that they must destroy every file in the area. She orders Beast to the computers. He says that it is his pleasure and that no name shall remain. She walks over to the filing cabinets noting they must destroy the hard copies as well. However, she finds the drawers are locked. Wolverine stabs the drawer with his claws. He pulls them out flinging the lock off, saying it is now unlocked. At the terminal, Beast cracks into the database and begins pulling up files. In Detroit, Michigan, the US Motors factory lies abandoned and decrepit. Inside, Jubilee is awoken by the sound of a man's voice. He wants to ask her some questions about the mutants who saved her at the mall. He watches her on a television monitor. She claims not to know anything. She wonders why he is doing this to her since she hasn't done anything and is just a child. Jubilee looks around seeing mechanical arms above her. Behind the man, an enormous robot lies in wait. The man claims that she has already been a burden to her foster parents. He also warns that as her powers grow in strength she will endanger everyone around her. She cries out that it is not her fault she was born that way. He claims she can help, by identifying the most dangerous mutants of all. He picks up a recorder and presses Play. Gambit's voice is heard saying not to mess with the X-Men. He wants to know who the X-Men are. A second man interrupts demanding to know why the other man, Gyrich, brought a mutant there. He demands to know who she is. Gyrich states that Jubilee is just a random person from the files and a test to see how easily mutants can be captured. The man thought they had agreed not to attack any mutants until they had one hundred of the robots, called Sentinels. Gyrich tells the man, named Trask, that he is building them too slowly. He wonders if he is paying Trask enough and wonders what he is waiting for. Just then, Gyrich's cell phone rings. He flips it open and answers. He listens then orders the person to eliminate the mutants immediately. He tells Trask that there is a problem at the agency. Back at the agency, an armored vehicle lies on its side. Soldiers stand behind it firing at their enemies. One guard turns to see Rogue swooping out of the sky towards him. She picks up two armored vehicles, one in each hand, and flies them over to a small pond. She drops both in suggesting they go for a swim, then jokes about getting a moonburn. Meanwhile, soldiers fire at Gambit. He dodges and throws a card at them. It blows knocking the soldiers aside and Gambit claims victory. Behind him, Cyclops touches his communicator and tells Storm to hurry before someone is hurt. Inside, Storm acknowledges as Morph throws files onto a fire. He tells Storm that they are done as that was the last of the files. Nearby, Wolverine struggles to keep the door closed while the guards bang on the other side. He tells Beast to hurry. Beast says a quote about never hurrying. Beast finishes up a virus saying that soon the files will be destroyed. However, Storm uses lightning to destroy the computer. She apologizes saying they have no time for poetry. She creates a rain cloud to put out the fire and tells Cyclops that they were successful and are coming out. Cyclops acknowledges and orders everyone to return to the Blackbird. He has Gambit blow the fence. The two men run to the perimeter while Rogue flies behind them. Just then, the front door of the building explodes. A guard yells at them to stop and put up their hands. The spotlight follows the team. Cyclops stops, turns, and fires cutting the tower in half. As the top falls, Rogue snatches the guard out of the air. The guard tells the "freak" to put him down. She agrees and drops him so he slams into the dirt. Gambit charges a card then blows the fence. The others from inside escape and join the outside team. He approaches the hole and lets the others go through. Wolverine tells them to hurry as they are missing dinner. As they flee, Morph notes that he was right and it is clear sailing. However, as they approach the treeline a Sentinel appear out of the woods. Wolverine pulls out his claws threatening the destroy the mechanical opponents. Morph sees two more then cries out for Wolverine to pull back. He runs forward. Back at the mansion inside the War Room, Jean Grey wears a helmet and suddenly cries out. Professor X turns and asks her what is wrong. She pulls off the helmet and kneels to the ground. She says that it is Morph and wonders if he can feel it. He hovers over to her and picks up the helmet putting it on. He then notes that he senses nothing. Later, the Blackbird approaches the mansion then lowers itself into the hidden hanger landing near two smaller aircraft. Inside, Cyclops stands and walks out. Storm looks at an empty seat and begins sobbing. The stairs descend and Cyclops disembarks. Wolverine follows calling out to him. Cyclops tries to empathize with Wolverine and begins to disagree. However, Wolverine sucker punches him in the gut and he goes down. Wolverine claims he knows nothing and threatens to do it again and pulls out his claws. On his knees, Cyclops gets tired of his attitude. His visor glows. Gambit walks out to see them. Cyclops stands and Wolverine wants to see how tough he is when he isn't barking orders. Just then, Jean approaches yelling at them to stop. Wolverine tells Jean that "soldier boy" left the others behind. He claims that Morph and Beast could possibly be alive. Jean says that Beast is, prompting Wolverine to wonder about Morph. She shakes her head and buries her face into Cyclops' chest to cry. Gambit puts his hand on Wolverine's shoulder saying that Morph is gone. Wolverine brushes it off and storms out. In the garage, Wolverine climbs into his Jeep. He looks at the other car and slides out the passenger side. He pulls out his claws and cries out that everyone else is a coward. Jean enters and sees what he is doing. He flips off the ruined top shattering the glass. He tells Jean to inform Cyclops that he now owns a convertible. He climbs back into his Jeep. She tells him that what happened wasn't because of Cyclops. Ignoring her, he drives off. She calls out to him saying that it wasn't his fault either. Cyclops stands in the doorway watching. Wolverine drives down the twisting road, his tires squealing with each turn. He thinks about Morph and Beast. The Sentinel appeared out of the trees. Morph ordered him back. His friend ran forward and shoved him down the hill. The Sentinel fired from its hand blasting the area Wolverine once stood but was then occupied by Morph. Beast screamed as the others approached. The Sentinel fired hitting Beast square in the chest. He was knocked back into the electrified fence. He fell down unconscious. Cyclops called out to him and Rogue offered to go. However, she was blasted out of the sky by another Sentinel blast. Wolverine rushed forward threatening them with his adamantium claws. He ran towards three of them but the center one shot a bola from its hand. It wrapped around his foot and the Sentinel swung him over its head. Wolverine cried out as he was launched into the forest. Cyclops watched him go then fired at one Sentinel knocking it back. Another one fired its energy blast at him. It landed nearby tosses Cyclops aside. Gambit ran forward tossing a card that blasted both remaining Sentinels. He ran to Rogue and picked her up. He carried her past Cyclops telling him to blast them. Cyclops blasted the last two in each knee and they fell down, one on top of the other. As Gambit ran, Rogue offered to fly him away as another Sentinel landed in front of them. Cyclops blasted the leg off the new one and it fell, but another arrived nearby. Yet another landed in front of him as a blast came from behind. Cyclops turned and fired but the previous one fired knocking him down. Just then a blast of lightning hit the Sentinel shorting it out. Cyclops ordered Wolverine to pull back. Storm landed near Cyclops, who was blasting another robot, saying they were being overwhelmed and needed to retreat. More Sentinels landed all around them. Storm grabbed Cyclops and flew away while being fired upon. Down on the ground, guards shot into the air. Blasts went off all around Storm and Cyclops. The team returned to the Blackbird as Wolverine struggled to stand. Cyclops told Wolverine that they needed to get going. Wolverine insulted Cyclops saying that X-Men don't run. He offers to go back for Morph and Beast. Cyclops stated that they couldn't help them. Wolverine told "Junior" that maybe Cyclops couldn't but he could and pulled out his claws. He started to walk away and Cyclops called out to him. Wolverine claimed that he went where he wanted to. As he passed Rogue, she said that he wouldn't this time. She took off her glove and grabbed his arm. Energy coursed from Wolverine to Rogue. She said she had to be careful to pull enough energy to knock him out but not enough to hurt him. He eventually fell to the ground. He called out to Beast and Morph not wanting to leave them. Back in the present, Wolverine continues driving down the road. The next day, the Jeep lies parked next to a cliff. Wolverine crouches on the edge promising to avenge his friend and pulls out his claws. Back at the agency, a guard cries out that they have one of the mutant intruders cornered and to send help. Another guard orders Beast to hold it while they surround him. A Sentinel crouches behind the guards telling them to stand aside and let it take care of the survivor. The head guard reminds the robot that it was sent to help not take over. He claims the prisoner is his. The Sentinel watches and scans the man. Beast begins to cry as he realizes Morph is gone. Some time later, Beast is in a cell praying. Gyrich enters wanting to ask him some questions to the mutant standing on the wall. Beast gets angry and tells him another time. Gyrich claims he will return. Gyrich leaves and the guards close the cell door leaving Beast in the dark. Later, a reporter on television introduces the President of the United States of America. A woman comes on introducing herself to her fellow Americans. Outside of Andrew's TV, passerby's watch the President's address. She claims that renegade mutants attacked the headquarters of the Federal Security Agency. In the War Room, the address is watched by Gambit, Rogue, Cyclops, and Professor X. The President says that the attack was stopped by experimental robot policemen called Sentinels. Cyclops' visor glows as he discovers the robot's name. In some bar, Logan begins to play pool breaking apart the balls. Two men, each holding cue sticks watch. The reporter then introduces a reply to the speech by Senator Robert Kelly. Kelly appears and begins to talk about the incidents at the New Salem Mall and Mutant Control Agency. However, Logan yells out to shut that garbage off. One of the other pool players tells "fur-face" to leave since that is their table. Two thugs approach him on either side. Logan replies that he bets it is then plays anyways. Another thug catches the cue ball before it connects. He says that the "runt" didn't hear him. Logan gets in his face and pulls out his claws. Doesn't know who he's messing with The thug realizes that Logan is a mutant and backs away. Behind him, the man who caught the cue ball holds it up while the owner approaches with a bat ordering him out. He does not want Logan's "kind" around. The thug tells him to return to the freak show. Logan replies that he goes where he wants to. Just then, Scott interrupts saying that he needs to talk to Logan. The head thug stops him telling "four eyes" to stay out. Scott asks if he would hit a man with glasses. The thug tells him to take them off and lifts them with the pool cue. These guys definitely bit off more than they could chew Just then, his optic blasts tears apart the pool table. The thug tells him to put them back on and hands them back. Outside, Logan tells Scott not to bother apologizing for running out on Beast. Scott claims he does not apologize for command decisions. Logan gets in his Jeep. Scott crouches next to him and asks if he wants to find the Sentinel's home base. Logan asks when and where. At the White House, Gyrich enters a room holding a file noting that the president wanted to see him. On her Stairmaster in a yellow jumpsuit, she congratulates him and Dr. Trask and then orders them to stop anything involving their privately run Mutant Registration Program. Maybe there was a reason behind the attack He demands to know why. She points out that the "renegade mutants" were willing to sacrifice their lives to destroy the files. She wants to know if there was any reason for them to be that afraid. Without replying, Gyrich leaves. Outside, he calls her a fool. He throws his file scattering the papers. Just then his phone rings. He answers then wonders if "he" is still there. On the other end, Jubilee's foster father says he will try to keep "him" there as long as he can. He hangs up and walks over to a tray of soda and brings them into his living room. He offers one to Scott who accepts and thanks him. Martha tells her husband that Scott believes Jubilee was kidnapped by the Sentinels that the President talked about. He spills the tray and wonders why anyone would do that. Scott explains that people fear what they do not understand. Bad decisions for good reasons He suddenly tells Scott that he needs to leave right away. He explains that "they" told them that if anyone came asking about Jubilee to call them. Scott reassures him that he did nothing wrong, that he just wanted to help Jubilee and he has. Scott walks out of the house onto the street. A Sentinel approaches from behind the house across from him ordering him to surrender. Scott puts his arms up complying, then quickly lifts his glasses and blasts the robot's arm off. The arm falls off slamming into the ground outside of a door scaring the man inside. The robot, designation Sentinel 14, reports that it has been damaged by an unknown mutant. Scott and Logan run down the street and between two buildings. The Sentinel announces that it will return to base for repairs. Part of the neighborhood watch It lifts off further scaring the neighbor. It lifts into the air leaving its arm behind. In the Blackbird, Storm explains she has the Sentinel on radar. Scott agrees to follow. He and Logan enter the Blackbird and Rogue seems excited to follow. Making their move The Blackbird lifts off and rockets forward through the air. The Sentinel flies over a city with the Blackbird close behind. Cyclops and Storm man the pilot seats. Back at US Motors, mechanical arms piece together a Sentinel. They work on the insides, attach an arm, then attach a hand. Trask watches over the automated process as Gyrich approaches. Gyrich tells Trask to start packing and the doctor wonders why, using a remote to stop the arms and lifting his welder's mask. Not going as planned Gyrich explains that the President cancelled the government support of their mutant registration and he fears the Sentinel program will be next. Gyrich decides to move the operation overseas. Gyrich is interrupted by the sound of an approaching Sentinel. The disarmed Sentinel flies through the glass in the ceiling then crashes to the ground damaging some equipment. In her cell, the mechanical arms power down and one of the shackles open. Jubilee sits up looking at her freed hands. On the factor floor, Gyrich wonders if the Sentinels can watch where they are going. Unleashing her true self In her cell, Jubilee hopes that whatever happened keeps those "slime balls" busy. She shoots the shackle holding her other hand then shoots both holding her feet. He stands and fires at the wall. She continues a concentrated blast until the wall starts melting. On the floor, Gyrich notices the wall buckling and tells Trask to look out. Suddenly the wall bursts open. Jubilee leaps through the ruined door, over the Sentinel, and out onto the floor. Gyrich yells to stop her. As Jubilee runs, a Sentinel lands in front of her. She jokes that this is the wrong way and turns to run as the robot raises its hand. Already cornered She stops when she finds herself surrounded on all sides all ordering her to stop. She falls to her knees just wanting to go home. Just then, Cyclops tells her to duck. She looks up and sees him standing in the rafters. Two Sentinels are blasted by Cyclops. A third turns towards him and he misses hitting it. However, a second blast hits it square in the chest. Revenge of the Mutants It backs up, smoke pouring from the hole, then slams onto the ground. Gyrich grabs Trask and leads him out. He promises that their work is just beginning. Jubilee runs as another Sentinel chases her. Suddenly, playing cards rain down on the robot breaking it apart. Learning to trust him Gambit swings down to the floor behind her asking if she missed him. She runs into his arms hugging him. He takes that as a yes. He turns to see Rogue punching a Sentinel until the head flies off and it falls backwards. As a second Sentinel approaches, the first slams down onto the assembly line. Cyclops blasts a Sentinel knocking it down. Tables are turning One Sentinel turns and raises its hand to attack, but is blasted by Storm's lightning. She flies down as another turns towards her. It fires but she dodges it and blasts it as well. The Sentinel continues firing but she evades the attack. Eventually, it begins launching into the air. Storm flies out through the damaged skylight followed by the Sentinel. In the sky, she begins forming a mighty storm. Lighting strikes her and she redirects the power into the robot. It falls back towards the factory. Still a force to be reckoned with Rogue evades the falling Sentinel as it goes back through the skylight. It falls to the ground and breaks apart. She doesn't notice one coming up behind her. It slams its fist down knocking her to the ground. Flipping things around, literally She gets up saying they need to learn to behave. She flies up and flips it over. It slams into the ground breaking apart. Unfortunately, another blasts her from behind. It continues a sustained attack as Wolverine climbs a pile of tires behind it. He leaps onto its back digging his claws in until he catches on. If only there was a team dedicated to avenging Wolverine could join He climbs up towards the head and it starts spinning around trying to get at him. He cries out that this is for Morph then digs his claws into its head. Electricity encompasses the head. Wolverine continues digging his claws into its back as it falls to the ground. A real victory this time Storm shocks another Sentinel. It falls and Rogue flies to her while Gambit and Jubilee walk up. Cyclops wonder if that was all of them. The destroyed wreckage of Sentinels surround them. The other X-Men approach them. Rogue asks if that was enough. Later, a man loads suitcases into a taxi. Jubilee tells her foster parents that they were the best ones she ever had. She explains that Professor Xavier's school is the best place for people like her. Saying good bye for now Martha asks if she will visit them. She replies that of course she will and hugs them both. She gets in the cab and the three wave goodbye at each other. The father hugs his wife as they watch her go. He was given the no-win scenario Back at the mansion, Jean watches the taxi approach. Scott calls her over and asks if he did the right thing with Beast and Morph. She reassures him that he did what he had to, and so did they. Starting a new life Outside, Jubilee takes out her bags and the taxi drives off. She approaches the door and rings the doorbell. The door opens and she enters.