The Uncanny X-Men (1981)

The X-Men are in Colorado dealing with a rampant Brood outbreak. Meanwhile, Madelyne Pryor has a vision that may spell the end for her and Cyclops.

Rogue and Psylocke switch sides, while the X-Men are forced to fight against other mutants, because of Temptress, a mutant who is manipulating their actions through pheromones. Madelyne Pryor has a foreshadowing dream about losing her life and all that she holds dear to Jean Grey.

Watch as Wolverine is transformed into a Brood!

The X-Men kill the brood, except for one, who then proceeds to take a hostage. Wolverine sneaks up and kills him, putting an end to that and ending the Brood’s reign in . After the battle, the X-Men disappear and the husband of the woman taken hostage proceeds to tell the media that humans need to be more understanding and more respectful of mutants as a race. Madelyne Prior comes into contact with the demon S’ym, and takes a turn down the path of evil.

The X-Men react to some abductions by Genoshan Magistrates. Rogue and Wolverine are taken prisoners.

Synopsis

A Genoshan man flees with a child while being pursued by Magistrates. He deftly leaps over a fence at the airport and stows the baby on a plane. The Magistrates catch up and he flees. The man gets cornered but starts fighting by throwing vehicles around. The Magistrates pump him full of lead. He is shockingly alive, albeit barely.

In Australia, the Press Gang (Genoshan Magistrate elites) wait at an airport for the arrival of Jenny Ransome, a Genoshan with mutant properties that has fled to Australia. The Press Gang calls in a fake order for a nurse and Jenny is dispatched along with pilot Madelyne Pryor. Jenny is grabbed upon landing and Madelyne does her best fight back and ultimately climbs back in her plane to call for help. Punchout picks up the plane and throws it, wrecking it and rendering Madelyne helpless. The Press Gang's Pipeline transmits the two ladies to Genosha.

Rogue shows up later and finds Madelyne's plane. Psylocke gets the visual image and relates what Rogue sees to the X-Men. Gateway then teleports Wolverine and Storm to the abduction site. Wolverine smells Madelyne and Jenny Ransome and does his best to track the abductors while the rest of the X-Men teleport in to join the search.

Later that night, Wolverine and Rogue follow a scent that leads them to a hospital. They dress up as a nurse and patient and scour the hospital for the abductors. Wolverine finds the scent in the pediatrics section. They run into Punchout and Wolverine recognizes her scent and a scuffle goes down until Rogue sucks Punchout's powers. Wolverine then finds Pipeline and Hawkshaw. Hawkshaw keeps Wolverine and Rogue busy while Pipeline transmits some Genoshan Magistrates in to help. Wolverine and Rogue get blown out the side of the hospital.

The rest of the X-Men run into the squad of Magistrates and gloriously win a battle. The Magistrates are wrapped up in construction beams and left for the police. Wolverine and Rogue, however, are found by the Press Gang and Pipeline transports them to Genosha.

Wolverine and Rogue are imprisoned in Genosha. The arrival of a very unlikely ally aids their escape. The Genegineer's son discovers that his fiance may be a mutant. N'Astirh attempts to communicate with Madelyne Pryor.

Synopsis

Wolverine and Rogue have been transmitted to Genosha. They are naked. They are not happy. The Magistrates are learning this the hard way. The Magistrates fall back and try to seal the two mutants with an omium steel door. Wolverine's claws, cut through the door and he and Rogue burst through to continue the fight. They don't fight long, though, because Wipeout arrives and negates their powers. The two mutants are taken into custody.

At the Genegineer's house, the phone rings and Phillip answers. He delivers a message to his father that there is an emergency at the Citadel. The Genegineer abandons his gardening and rushes off. The craft he uses scorches the garden and a mutate arrives to heal the earth.

At the Citadel, the Genegineer is brought up to speed on the recent events by Chief Magistrate Tam Anderson. She shows him Wolverine and Rogue and then admits that it seems a virus is affecting their systems and they can't pinpoint the cause. The Genegineer is more concerned, however, with retaliation from the mutants' friends.

In Australia, the Press Gang tries to locate the Magistrates that were taken into police custody from the hospital fight. The X-Men find them first. Psylocke enters their minds and sees the atrocities levied against mutants in Genosha and is disgusted. She knows where to go so the the X-Men leave the Magistrates in their cell. Gateway teleports them to Genosha.

In the basement of the X-Men's home, N'Astirh makes a call but finds nobody around. He promises to call back later.

In Genosha, Phillip Moreau takes a jog. He heads down his fiance's street (Jenny Ransome) and notices that Magistrates are out in full force. Shockingly, the Magistrate's are arresting Jenny's family. Phillip causes a scene and a Magistrate gets physical while trying to subdue a manic Phillip. Another Magistrate stops the first, as he realizes that Phillip is the Genegineer's son. Phillip runs away in anger.

Inside Rogue's mind, she finds herself fairly tortured by the cruelty she felt at the hands of the Magistrates. She sinks into the deepest recesses of her mind and finds shadows of the people she has absorbed. They each exist there as psychic residue. They are also hostile and try to torment her further. Carol Danvers appears, however, and offers to protect Rogue. Carol is not mere psychic residue and explains that Rogue absorbed Carol's entire being. She also acknowledges Rogue's inability to cope with thing right now and offers to take over their psyche and get them out of their predicament. Rogue is hesitant because she is fearful Carol won't allow her to take her mind back. With no other options, Rogue allows it.

Rogue wakes up as Carol Danvers. Just then some guards come in to lord over the girl they thought had been broken. Carol quickly knocks both guards unconscious. She changes into the woman's clothes and takes the man's to Wolverine. Without his powers he is quite the pathetic sight. Carol helps him out of his cell and the two find that Madelyne and Jenny Ransome are missing.

In the Genegineer's home office, Phillip does some research on the Ransomes. He finds that Jenny has tested positive for being a mutant. His father arrives and explains that Jenny's father, a lab worker, switched test results to hide his daughter's abilities. The Genegineer is powerless to refute the law, even if it is to help his son.

At the Citadel, Jenny and Madelyne are strapped down for testing. N'Astirh, however, pokes in via the computer screens. Madelyne tells him to contact her later and he agrees, signing off and destroying the equipment as he goes.

Outside, Carol and a depleted Wolverine fight some Magistrates and steal a flyer. They vow revenge.

As the X-Men make their way onto Genosha, Wolverine and Carol Danvers (in control of Rogue's body) try to sneak around the country bent on finding them. They trail the Genegineer's son and discover more atrocities than they cared to know about. Meanwhile, Madelyne's mind is probed druing the mutate bonding process, which unleashes a powerful psionic pulse that kills everyone around her.

Synopsis

The Genegineer and Chief Magistrate Tam Anderson lead a remote operation in which field Magistrate’s try to overtake a stolen aircraft. The craft won’t pull over so a Magistrate jumps atop the flyer and pries the hatch open. The hatch is rigged, however, and the craft explodes. Nobody was even inside. The Genegineer is not pleased, as he knows the two thieves, former prisoners Wolverine and Rogue, may have allies that will come to their aid at any time. Anderson commits to finding the escapees.

Outside a store, Wolverine watches a bit of propaganda about Genosha and all its splendors. He then turns to see a mutate being harassed by a Magistrate. Rogue/Carol switches clothes and now wears a revealing dress, her point is that she might get noticed, but nobody will look at her face. She and Logan enter a Magistrate bar, where by coincidence Phillip Moreau tries to drown his frustrations. Wolverine encourages a bar fight so as to steal Magistrate identification. Phillip has no chance against the Magistrates. They knock Phillip out and decide to teach him a lesson. They dress him up as a mutate and place him on a train leading to the mutate camp in the citadel. Rogue and Logan follow in their Magistrate disguises and hop the train as it departs.

The Genegineer talks to Jenny Ransome after she begins the mutate process. He explains how important the mutates are for the country; the whole economic systems depends on the cheap superhuman workers. Jenny asks if she at least will still be a healer, but the Genegineer refuses, her powers will be oriented in other direction. He orders her to be taken to the final processing.

Madelyne is examined in a psionic lab, as they still can’t figure out if she is a mutant or not. As a telepath tries to probe her she warns him to back off. A huge psychic backlash is unleashed.

The X-Men arrive on Genosha a countryside through one of Gateway’s portals. They run into some Magistrates and defeat them. Psylocke attempts some telepathy but just then receives the pychic backlash from the Citadel lab. At that point, the Genegineer arrives in the lab and finds it in ruins, Madelyne unconscious, and the scientist team dead.

Onboard the mutate train, Rogue and Wolverine find Phillip Moreau, but the mutates in the train aren’t to happy to see some “Magistrates“ in their midst. Right before a fight starts, the train stops at its destination. More Magistrates enter the train and they are surprised to see two of their own inside the train, but Rogue/Carol and Logan provide a good explanation. They claim to have discovered a ploy against Phillip Moreau, the Genegineer’s son, who was dressed up and placed in the train. The Magistrates order Rogue and Wolverine to take him to his father.

The Genegineer, Chief Magistrate Anderson and Wipeout try to understand the events that caused the lab explosion. They still can’t scan Madelyne’s mind, but they use a video tape of the psychic transcript from the now dead telepath among the examining team. They see Madelyne as she perceives herself : Madelyne as a child picks flowers and sings a song called “Gone to America“. The Genegineer appears, asking the child who it is. In the pupils of the young girl appears a phoenix image, the Magistrates shoot her, but Madeylne transforms into a creature of fire, she flattens the whole city. Only the Genegineer is left standing, he wears Sinister’s costume, Madelyne wears the costume she already wore in her last dream sequence. (UXM 234) The Genegineer asks her what she wants, Madelyne hesitates, then she gives a warning to be careful when striking a match, or else one could ignite an Inferno. That is where the tape ends. The Genegineer blames Wipeout for not taking away her powers, but he says that he can not take away what isn’t there. Moreau than goes to Madelyne’s cell and asks her personally what happened in the lab, yet she has no memory of the incident

Jenny undergoes the final stage of the mutate process.

Rogue/Carol and Wolverine show Phillip around the mutate camp. Even though he lived in the country his whole life, he never knew how bad these people were treated. Unfortunately they are discovered by Anderson, because the X-Men no longer register to technical scan (since the Fall of the Mutants UXM 227); on her video screen she only saw Phillip, still dressed as a mutate, wandering around unguarded. They are taken to the Genegineer, Phillip asks his father, how he can support the cruel genoshan system. Meanwhile the X-Men have used a bad weather day, Storm’s doing, to infiltrate the citadel in disguise too. Havok searches for Madelyne but finds her cell empty, the door was blasted away from the inside.

In the confusion of the battle the Genegineer slips away, he goes deep into the base where he finds Madelyne at the breeding laboratory. In her arms is the baby that started the whole confusion. Somehow she finds the incubation chambers familiar. The Genegineer is frightened of her and attempts to shoot her, but his own son Phillip stops him. The X-Men win the day. Rogue/Carol captured Wipeout, and Psylocke mindcontrols him to undo his power negating effect on Rogue and Wolverine. Havok blasts the citadel to pieces. Phillip and Jenny leave the country together.    

In Sinister’s hideout, Malice discovers that she’s permanently bonded to Polaris. The X-Men find out that Jean Grey is still alive. Carol and Rogue start to share the body; Carol proves to be capable of mastering the girl’s mutant powers. Madelyne and Alex begin to fall in love, and Madelyne bargains with the demon N‘astirh about finding her son.

Synopsis

A family waits to board an elevator at the Empire State Building. Their guidebook states that the building is 102 stories. One of the children asks why the building is numbered to the 113th floor. Without answers, the family boards the elevator. The outside takes on the form of a demon mouth, and the family inside begins crying out in pain. The voices stop and blood exits the elevator. An oblivious janitor mops up the blood without a second thought.

In his chambers, Mr. Sinister considers the recently deceased X-Men. He relishes that their formidability speaks volumes of his own worth. Malice approaches and takes him out of his reverie. She is infuriated that she is now trapped in Polaris's body. Sinister assures her that she is his most trusted asset and that the compatibility of Polaris's body with Malice's essence was too good to pass up. Malice leaves contented, though Sinister sneers at how gullible she is.

Mr. Sinister ponders the strengths of each "dead" X-Man as each of their stories are told.

Dazzler walks into the Outback Pub, an incredibly rowdy bar, and immediately silences the place with her commanding demeanor and looks. She climbs aboard the stage and commandeers the band into a performance. She lights up the room. Longshot enjoys the show. The two leave on Longshot's motorcycle. They pass Havok, who is out on a jog.

Havok is torn by what his past actions have caused. He second-guesses himself, but then must second-guess those thoughts. He is in mental turmoil until it seems that Madelyne Pryor arrives out of thin air. She mentions that she has been watching Havok, because she cares. The two walk along, hand-in-hand.

Storm tries to learn about the Reavers, but can't seem to hit the right buttons on the computer. She sees a video feed of Cyclops and Jean Grey. She immediately exits the building in a rage in search of Wolverine. She blasts him and nearly drops him onto a rock before he can explain that he knew, or at least thought he knew, that Jean could be alive. He was in denial, though, because he loved her. Storm calms down.

Elsewhere, Psylocke, Rogue, and Colossus spar. Psylocke has the upper hand, but deals too confidently. She is hurled by Colossus and caught by Rogue. Rogue gloats, and Psylocke knocks out Rogue telepathically. Psylocke immediately regrets her actions. Rogue, however, quickly comes to, her psyche being controlled by Carol Danvers. Psylocke takes a swim to cool off while Carol enjoys a conversation.

Havok lounges in the sun and begins to dream. He sees Polaris fade into Malice. His dream has him bump into a bridal Madelyne, who is all alone. The two begin to dance. Havok wakes up to hear the song "Devil With a Blue Dress On" with Madelyne standing in front of him (wearing a blue dress). The two flirt extensively, and Havok has to stop himself from furthering the situation. Madelyne retires to a room and Havok follows, wishing to clear things up between them. Things, however, heat up, and Havok is convinced that the two are kindred souls that need their pain eased.

Mr. Sinister muses to himself that he will ultimately prevail, especially since he has the son of Cyclops. Unbeknownst to him, however, N'astirh watches.

Madelyne paces after her night with Havok. N'astirh contacts her and assures her that all is going well. Madelyne explains that it better be. The two have a deal, and she won't rest until the Marauders are found and Madelyne has her son back.

Practically alone in the RCA Tower, Havok and Madelyne dance the night away. Their perfect night is nearly ruined, however, by a host of scientists intent on figuring out if the building is growing. They are hurriedly rushed out for their rudeness and killed in the elevator by demons. Oblivious to it all, Havok pays all his attention to Madelyne, who seems to have a very good idea as to what is happening in New York. The two kiss and then get whisked home by Gateway. Madelyne makes an excuse to end the date and Gateway teleports her away. Havok is confused at her motivations, but then comes up with a plan to help her. He accesses some computer program he has been working on with Madelyne and locates the Marauders. He informs Storm and Wolverine and the trio decides to pay back the outlaw mutant outfit.

Madelyne stands alone in a cemetery and laments her life and how Jean Grey has ruined it. Professor and Mrs. Grey show up and see Madelyne destroy Jean's headstone and cry out in shock. Madelyne turns to them and reduces them to their demonic state as N'astirh shows up. He beholds her powers - which are far greater than he had imagined - and reaffirms his promise to find Madelyne's child. They teleport away together.

In Australia, Rogue and Longshot are out for a bit of fun. Dazzler takes offense, however, especially when she sees that Rogue is wearing her clothes. The ladies spar and Rogue ends up crashing through a window and interrupting a set being painted by Colossus. Longshot is not pleased with Dazzler's actions and lets her know as he storms off.

N'astirh leads Madelyne to an orphanage in Nebraska. She is unclear as to what is happening, but her mind seems to project a baby despite the orphanage being empty. She is able to watch the baby grow and realizes that the baby is her, she being a "replicant."

In the Morlock Tunnels, the Marauders begin cleaning up the place to establish a new home for themselves. The X-Men crash the party and a fight ensues. Both sides take losses (Blockbuster gets sucked through a wall by demons) and the Marauders decide to cut and run. Polaris uses Colossus as a battering ram to make an opening to the street. The Marauders are first out with the X-Men close behind. Both teams stop when they realize that something terrible is happening in the city.

In Nebraska, Madelyne threatens N'astirh's life if won't tell her the truth behind the visions she saw. N'astirh points her to Mr. Sinister, a man who quickly declares himself as Madelyne's father.

The X-Men fight the Marauders and Madelyne Pryor uncovers her past.

Synopsis

Madelyne, after arriving at an orphanage in Nebraska in the search for answers about her past, meets Mr. Sinister. He tells her that he is her father. She refuses to believe him and sends her demon pets after him. Sinister waives off the attack and binds Madelyne in chains.

In New York, the X-Men continue their fight with the Marauders. As the two teams fight, the city around them continues to morph into a demon infested mess. Fire hydrants attack a dog, a post office box eats a man, and the police ride in on ghouls. Polaris senses that the demons are techno-organic and uses her powers to hurl the creatures at the X-Men. Riptide and Vertigo also unleash a brutal attack and get the X-Men on the ropes. Havok, however, has other plans and blasts the Marauders. This buys the X-Men time to try and help some of the citizens of New York from the demonic horde that plagues the streets.

In the orphanage, Madelyne continues to deny being linked to Mr. Sinister. He asks her for proof of her independence: the smallest memory that is hers alone. She tells of an incident in which she and her best friend, Annie Richardson, were playing and Annie was hit by a car. Mr. Sinister finishes the memory and states that the memory actually belongs to Jean Grey, Madelyne's template. Sinister then explains how he used Jean Grey's blood to create a copy that he could use for his own purposes. Sinister admits that he was disappointed that Madelyne did not manifest any powers at first, but she soon burst forth with some powers of her own, seemingly at the precise moment Jean Grey gave up her powers on the moon.

In New York, some of S'ym's followers attack the Marauders and X-Men. Colossus captures one and learns of Ilyana's defeat in Limbo. Colossus pounds the demon and gets cheered on by Storm and Wolverine. Colossus notes their increased desire for destruction and assumes that his teammates are succumbing to the sorcery taking over New York. He departs to find his sister. The X-Men, meanwhile, meet N'astirh who claims to have feasted on Longshot's soul. N'astirh escapes, but the X-Men are unable to follow, as they meet a different problem.

In the orphanage, Mr. Sinister continues to explain his plan to Madelyne. He constructed Madelyne to meet up with Cyclops and to make a baby, a baby that should possess all the unique characteristics to the two mutants. He would then take the baby for himself, for his own purposes. Madelyne reminds him that Sinister has partially failed, in that his Marauders could not take the baby. Sinister admits this slight defeat but looks forward to taking Madelyne apart to see how she's changed, especially in light of the demonic powers she seems to possess. Having heard all of Sinister's machinations, Madelyne bursts from her chains and stands triumphant over Sinister. He cannot believe her power is so strong. To make matters worse, N'astirh appears and hands Madelyne her child. Madelyne turns to Mr. Sinister and promises that she will consume everything with her inferno.

Synopsis

Wolverine locks lips with Jean Grey, and then both the X-Men and X-Factor have to deal with the idea that the other team is an ally. X-Factor can't believe the X-Men appear to be alive and the X-Men accuse X-Factor of being government paid mutant hunters. A fight ensues in which Rogue kisses Archangel and sees the image of Apocalypse on Archangel's soul, Dazzler and Longshot make out while friends fight, and Iceman causes a flood.

Cyclops tries to help his family out of the flood, but is attacked by Havok, who has taken a liking to Madelyne (who has taken on the form of a helpless bystander, despite already revealing her Goblin Queen form). N'astirh appears and lashes out at the quarreling brothers and Madelyn unleashes demons at Jean Grey. Jean cannot fight back, as she realizes that the demons are her parents; she is nearly overwhelmed. N'astirh then appears atop a demonic chariot headed straight for Madelyne. Madelyne implores Cyclops to choose which woman he will save. Cyclops blasts the demons off Jean and turns to blast the chariot but finds that Havok has decided to save Madelyne by jumping on the chariot. Cyclops laments that he got shot-blocked and turns to Jean. Jean can't believe that Dazzler and Longshot saw her plight and did not help her. They see that the fight between the two teams still rages on.

On the demonic chariot, Havok's clothes are nearly ripped from his body as he careens through New York City. The chariot stops and Havok is surprised to see Madelyne looking so sinister. She asks him if he will now turn his back on her. He swears his loyalty and accepts the role as her Goblin Prince. The two walk into the Empire State Building and Colossus follows, warning them of their (presumed) unintentional alliance with demons. The building shuts in front of Colossus and tells him that Madelyne and Havok know exactly what they are doing. Colossus refuses to believe it and begins to climb the building to save his two friends.

Elsewhere, X-Factor and the X-Men are still fighting. Above the action, Storm stares out at the Empire State Building. She sees an image of a butte and recalls a time when she and Forge were stuck in Limbo on a similar butte. She ponders on the significance of this memory.

At the Empire State Building, N'astirh informs Madelyne that her magic will be enhanced to bridge Earth and Limbo. Madelyne snaps her fingers and a temple and sacrificial alter are prepared for the magical ceremony. The sacrifice will by Madelyne's own son. She sees that he is tended by Jean's demonic parents. Below, Jean senses Nathan Christopher's thoughts and alerts Cyclops that Madelyne means to kill the boy. Madelyne is enraged when she senses that her own son would willingly communicate with Jean Grey. Enraged, she informs N'astirh that the spell will be performed, but first she wants Jean Grey's soul.

Storm whips Jean Grey up in a whirlwind and the two women meet in the air. Jean's presence seems to calm Storm's Limbo-induced bloodlust and the two hug. This reunion is short-lived, as N'astirh arrives and attempts to take Jean. Archangel appears and attempts to fight the demon for N'astirh's role in making Cameron Hodge immortal. Rogue also appears and attacks, allowing N'astirh to touch her. She has an immunity to the transmode virus (from an earlier attack with the Magus). Meanwhile, Colossus reaches the platform of the Empire State Building to accost Havok and Madelyne. Havok wonders if they are making the right decisions as Colossus is blasted from the building. Iceman forms a slide to catch the plummeting metal man and guides the fall right into N'astirh, which sends the two plummeting to earth. N'astirh cannot stand the touch of Colossus and disappears.

X-Factor and the X-Men meet up and decide that N'astirh is the real enemy. Psylocke and Jean team up to link with each team members' mind to catch each team up on what they know about the situation. This exercise gives Beast an idea.

Below the Empire State Building, Colossus is raised by Jean, who is then catapulted higher by Cyclops, which is then augmented by Storm. Wolverine is hurled by Archangel. Colossus bust through the porch Havok, Madelyne, and N'astirh stand on. He is grabbed by the walls. This distraction allows Wolverine to take a slice at N'astirh. Dazzler then is hoisted up by Archangel and she shoots beams of light to free Colossus. Storm hefts Iceman and he begins to freeze N'astirh. Iceman continues the freezing process by wrapping the entire building in ice. (Beast keeps some of his female friends warm.)

N'astirh revels in the cold; it makes him stronger. Storm manipulates the weather and causes a sweltering heat. With these adverse conditions, Cyclops, Dazzler, and Colossus blast the building. N'astirh is free and attempts to use his frozen boost to attack but realizes that the overwhelming heat is causing his circuitry to overload. Storm boosts this by blasting him with lightning. N'astirh explodes in a brilliance flash.

The two teams wonder what the next step is in reclaiming New York City from the demon horde. A noose catches Jean Grey and the teams turn to see that they still have to deal with Madelyne and Havok.

After having just defeated Madelyne Pryor, Jean goes into a state of psychic attack, where she is struggling to deal with Madelyne's memories, as well as Sinster's control of Madelyne. Storm, Cyclops, Psylocke, and Wolverine enter her mind, and they all eventually drive Sinister out of her mind. They then decide to attack Sinister.

They go to Sinister's base, now Xavier's School. While searching, different groups are assaulted by Blockbuster, Sabretooth, and Malice/Polaris. They all are defeated, but at the last second Sinister causes an explosion to defeat them all. Only Longshot stands against Sinister and Malice.

Synopsis

Atop the Empire State Building, X-Factor and the X-Men begin to lick their wounds. The X-Men especially note that their demonized appearance is slow to dissipate and they wonder how much the Inferno has truly affected them all. Jean cries out and puts up a force globe to keep her friends away. Psylocke is able to get through, however, and pulls Storm, Cyclops, and Wolverine into Jean Grey's mind.

The group finds themselves on the Blue Area of the Moon. Cyclops can't believe that these are really Jean's memories, because this is the place where the Phoenix had died - Jean herself was already in suspended animation in her cocoon. Before they get any answers, a mysterious man begins to break up this memory.

The group then begins moving around Jean's mind and they find fragments of memories that should belong to Madelyne Pryor, not Jean. Psylocke begins to put together that the two women may have more in common than anyone could have ever guessed. The arrive at Xavier's school and meet Madelyne who immediately zaps Cyclops. Madelyne shifts into Jean, who claims that she is merged with Madelyne and is having a hard time controlling her thoughts. Psylocke tries to get Rogue in to help (she having to deal with merging personalities whenever her power is used) but the attempt is blocked. The mysterious man arrives yet again to destroy memories. Psylocke holds him off while Madelyne/Jean explains their backstory of how the man, Mr. Sinister, created Madelyne and how Madelyne just wants to give in and die, which would include allowing Mr. Sinister to continue shattering her memories (which now rest in Jean's mind, the two having merged at Madelyne's death). Mr. Sinister finally shakes Psylocke and asks Madelyne to finally yield to her fate. Jean takes over and lashes back, kicking Mr. Sinister out of her mind.

At his base, Mr. Sinister tells Polaris to alert his followers, as he is sure an attack is imminent.

Sure enough, Jean, Cyclops, Storm, Wolverine, and Angel arrive at Xavier's Mansion by air; Jean had picked up the location in her confrontation with Mr. Sinister. Rogue and Psylocke infiltrate the mansion on the ground. In the Morlock Tunnels, Colossus, Dazzler, Havok, and Iceman attempt to breach the mansion from below. Elsewhere, Beast introduces Ship to Longshot and Mr. and Mrs. Grey. Beast asks Longshot to stay while he goes to fight.

In the Morlock Tunnels, Blockbuster attacks by knocking Colossus across the tunnel. Iceman tries to counter but is ineffective. Dazzler also tries but gets snagged by Blockbuster, who is enhanced due to the lingering effects of the Inferno. Havok, uninhibited by his insecurities (also thanks to the Inferno) unleashes a blast and kills Blockbuster.

In the X-Mansion hangar, Sabretooth leaps out and pounces on Psylocke. Psylocke is too quick, however, and assaults Sabretooth's mind before he can do her any harm. Rogue is bummed that she didn't get the first crack at him.

In the mansion, Jean discovers that Mr. Sinister has gone through and smashed all of their things. The rest of the group joins Jean and gets attacked by Polaris. Polaris first attempts to kill Wolverine, but Jean uses her telekinesis to thwart the attack. Storm then grabs Polaris from behind and slams her down on the ground. Jean then binds Polaris. The rest of X-Factor and the X-Men arrive and Psylocke is tasked with entering Polaris's mind to learn the location of Mr. Sinister. Psylocke is to also see if she can separate Polaris from Malice. Polaris pleads to be spared, as she and Malice are now one and any attempt to separate them will kill her. Before anything can happen, however, an explosion renders everyone unconscious. Mr. Sinister steps from the ashes and claims Jean Grey as his own. He then commands Polaris (who had been protected by her bonds) to kill the others. The only person standing in her way, it seems, is Longshot.

Introducing Jubilee! A young mutant teenager is creating her own fireworks in an L.A mall for money. But her burgeoning abilities have attracted the attention of a few unhappy patrons, among them mutant hunters! Will a few X-Men on a shopping spree be able to save the young Jubilee? The introduction to one of Marvel's most beloved mutants!

Storm, Psylocke, Rogue, and Dazzler go to the Beverley Hill's Mall, and encounter a mutant with the power to make "puffs" like fireworks, named Jubilation Lee. The x-women save her from being captured by the M-squad, who were hired to capture Jubilation, because of her cunning ways of living in the mall. Nevertheless, she was saved from the M-squad and left with x-ladies.

On a guys' night out in the Australian outback, Wolverine and fellow X-Men, Longshot, Havok and Colossus, encounter an interstellar group of conquerors known simply as The Conquest. Will the X-Men be able to curb this trouble before locals are endangered?

Last issue the ladies of the X-Men had a girls' night out, now it's the guys' turn. But what happens when Colossus, Havok, Longshot, and Wolverine wind up smack dab in the middle of full-on alien "Invasion?!" NOTE: This issue is a parody of the Invasion storyline DC did around this same time.

The Sentinels, including Master Mold, are creating quite a few issues for the X-team. An epic battle ensues that threatens the stability of the team. It's Mutant versus Sentinel...and the outcome will surprise you.

As the battle between Master Mold/Nimrod and the X-men continues, there are casualties across the board. Rogue is sent through the Siege Perilous with Nimrod and Master Mold as Senator Kelly's wife is killed in the cross fire.

Donald Pierce has assembled a group of mutant-hating baddies known as The Reavers. With his dangerous crew, Pierce has devised new strategies to terrorize mutants...and he's putting those methods in practice. Meanwhile, Longshot is having some strange dreams that lead him on a spirit journey.

1st Jim Lee penciling X-Men.

Donald Pierce and the Reavers, prepare their attack on the X-Men.

In Australia, Longshot must search for his identity.

Nanny and the Orphan Maker arrive at the X-Men camp and capture Psylocke, Havok and Dazzler. The captured X-Men are placed in armor that allows Nanny to control them. The three X-Men are then forced to battle Storm and Colossus. Havok is then freed during battle and fires a plasma discharge at Nanny's fleeing aircraft, which crashes to the ground exploding and killing Storm.

Wolverine is being savagely tortured by the anti-mutant extremists known as The Reavers. In his semi-conscious state, Wolverine begins to hallucinate about the past and future for mutantkind.

Wolverine hangs from a wooden X outside the X-Men's base camp while Donald Pierce continues to torment the shackled Wolverine, who begins to hallucinate. In his delusions, in actuality one of Gateway's Dreamtimes, Wolverine witnesses the past. He watches the X-Men return from their trip to the Savage Land. Next he is visited by phantoms of various acquaintances, both friends and foes. He sees his own return to town, and his subsequent capture. Again, his vision returns to arrival of the four X-Men from the Savage Land. As the Reavers approach the X-Men's position to attack, Psylocke opens the Siege Perilous and telepathically cajoles the X-Men to enter. Arriving too late, Pierce is furious at the loss of his prey. Back to reality and the present, the town comes under the fury of a powerful storm that seems to be encircling the whole globe. While the Reavers wait out the tempest inside, Jubilee summons the courage to approach Wolverine. To her surprise, Wolverine frees himself from his X-shaped crucifix. Lacking the strength to even stand, Wolverine asks the young Jubilee for help.

The Reavers discover Wolverine missing and go on a hunt to recover him. Young mutant Jubilee may be in over her head as she must protect her new and battered acquaintance Wolverine, as well as escape the clutches of Donald Pierce and his ilk. Pierce unleashes his cyborg hounds, placing the two mutants in even more danger.

The Reavers find Wolverine missing from his crucifix and search the base for him. Jubilee helps Wolverine recover, then they attempt to escape the complex before being found by Donald Pierce’s cyborg hounds.

Several X-Men converge on Muir Island after strange, recent events draw them to the same place. Plus, Magneto makes a surprising announcement that affects the future of the X-team.

Magneto "quits" as the school's headmaster. Lorna Dane is rescued by the Banshee and taken to Muir Island, her body keeps on growing and she also possesses superstrength now. During a bad weather day in Cairo, Illinios a young girl is discovered needing medical attention. She looks like Storm, but is way too young to be her.

Wolverine and Jubilee escape from the Reavers base, the cyborgs pinpoint Muir Island as their most probable destination and plan to invade the island. Forge has a strange shamanic dream where he faces the Shadow King and realizes that Storm is still alive.

There's a new X-team line-up! Featuring Banshee, Moira MacTaggert, Legion, Amanda Sefton and Polaris. With unique skill-sets and abilities, this new roster will be handling the many threats that endanger mutantkind, and taking some of the load off the regular X-team.

Amanda Sefton and Alysande arrive at Muir Island right before it is under attack by the Reavers. The many residents (some Morlocks, Warpies, Legion) try to defend themselves as good as they can, yet some are captured, injured and Sunder is even killed. In New York, Callisto fulfills her task to seal off Xavier’s underground complex. Val Cooper sends Freedom Force along with Forge to help the people on Muir Island.

Synopsis

In the lab of Dr. Moira MacTaggart, Polaris undergoes experiments to see the extent of the damage received at the hands of Zaladane. The results show that no trace of "Malice" is left, but Polaris no longer has her magnetic powers. Further, Moira can't figure out how Polaris is absorbing energy and growing. She hopes that further tests will shed some light on the situation.

In Ullapool, Banshee meets up with Amanda Sefton and Brigadier Alysande Stuart. Alysande and Banshee exchange words as if they've butted heads before. The three enter Banshee's boat and begin the quick trip to Muir Island. Along the way, however, a group of commandos shoots Banshee in the back. He falls in the water and Amanda dives in after him. The group then aims at Alysande. Amanda grabs her before the boat is destroyed. Underwater, Alysande sees Amanda has transformed herself into a mer-person. Amanda changes Alysande, as well, and the two find Banshee. Amanda then teleports the trio right into Moira's medi-lab. Moira tells Polaris, Amanda, Alysande, Tom Corsi, and Sharon Friedlander to suit up for a potential attack on the island. Amanda tries to whip up uniforms on the spot, but the result is a less-than-protective and very revealing number for each member. Upset, Moira commands the team to get to the locker rooms to change into some appropriate uniforms.

In New York, Callisto has been given the task of sealing off the underground passages of the Xavier mansion. Masque, wanting the secrets Xavier's holds, captures Callisto and tortures her for the information. Seeing that she won't give in, Masque plays with Callisto's face, severely disfiguring it.

Back on Muir Island, a room full of Warpies and Morlocks is attacked by the Reavers. Skullbuster, Bonebreaker, and Pretty Boy barge in and begin shooting. Legion throws up a shield to protect everyone as they escape, although, for reasons unknown, he diminishes the shield to allow bullets to strike Sunder. Tom Corsi steps in and blows out Bonebreaker's tread while Polaris begins reeling him in with a hook and chain. She begins to be successful until Legion breaks the chain. He then sets Skullbuster on fire. The Reavers retreat and Legion looks forward to another encounter.

Elsewhere, Destiny has a vision. Being able to see the future, this isn't an odd occurrence. The dream, however, is perfection. Her best friend, Mystique, is a lovely crystal sculpture. Others she's dealt with are also crystal sculptures. As she looks around, life is a big crystalline vista. She then notices that she rises above it all and can see the panoply of existence. A tear rolls down her cheek as she realizes that her time is up. The vision ends in herself turning to crystal and shattering. In the morning, Mystique enters the kitchen to see a contemplative Destiny. The phone rings and Destiny tells Mystique that it's Val Cooper with a mission for Freedom Force.

The three Reavers that took out Banshee fly towards Moira's lab to help the others already attacking. Amanda steps in and attempts to thwart their approach. The Reavers open fire on her and pulls up a mystic shield. The bullets aren't stopped, however, only slowed. She then tries to bind on of the men in some energy bonds. This only slightly works. He breaks free and Amanda realizes that her powers are only good against flesh - not flesh and metal, as the Reavers are cyborgs. The three men split up and attempt to take Amanda hostage. Before then can so Alysande opens fire. One of the Reavers fires back and collapses the cliff on which Alysande stands. Another catches her and the three march towards the lab with Amanda and Alysande as prisoners.

In Washington, Mystique learns that her mission deals with helping Forge liberate the Muir Island complex. Mystique is conflicted because Forge helped get the X-Men "killed," including Rogue. She relents and agrees to help, but only to help the Freedom Force get a much better reputation within the mutant community. Off to the side, Mystique tells Destiny that she hates the fact that she has to work with Forge. Destiny tells her that she should learn to get along with him, as their relationship is going to get close pretty quick.

In Moira's medi-lab, a Morlock healer works on Banshee. He'll live and Moira wants Banshee awakened to help with the fight. Banshee wakes up and promises to help out, despite the odd appearance of Moira.

The Reavers in the complex still have Sunder to deal with. Sunder is a bit upset that they shot him, though he is grateful that his armor helped him stay alive. Pretty Boy has the answer for that: shells meant to pierce the armor. He kills Sunder and the Reavers move off to their next objective.

Notes:

• The cover is a homage of the cover of Giant-Size X-Men #1.

Freedom Force has arrived on Muir Island and a new line-up of X-Men must subdue the incoming villains. Destiny plays a mind-game with Legion...with deadly consequence. As if Mystique and her Freedom Force weren't enough, Donald Pierce arrives with The Reavers...and the mutant-terrorists are armed to the teeth with dangerous tech.

Freedom Force arrives at Muir Island and help stop the Reavers' attack, but Destiny and Stonewall are killed in action. Forge decides to help Banshee find the missing X-Men. Psylocke reappears in China, captured by the Hand. Storm is on the run from Inspector Reisz, the vessel of the Shadow King.

Synopsis

The Reavers have their hands full with Banshee. The Irishman is able to use his sonic screams to mess with the mechanical parts of the attackers. In addition to Banshee's attack, Polaris, in her augmented state, joins the fight. She is quickly neutralized, however, when Pretty Boy seizes her in a neural contraption from his ribs, veritably paralyzing her. He begins to use his eyes to "reprogram" her brain, but Banshee comes to the rescue by severing the bands with his scream. Polaris shouts that Banshee should be killing these men, as that is what they've set out to do to the Muir Islanders. Banshee recalls his duty as an X-Man and refuses to stoop to the level of the Reavers. He picks up Polaris and begins to fly away with her when he seemingly runs into an invisible barrier. The Reavers don't know how it happened, but they look forward to adding Banshee and Polaris to their slowly accumulating list of prisoners.

In Illinois, FBI Inspector Reisz (which is really the Shadow King's physical puppet) inquires about a girl brought into the hospital. The doctor in charge, Dr. Shen, is reluctant to give him the requested information. She relents. The two enter the girl's cubicle to find her gone.

Back on Muir Island, the Reavers are busy securing Banshee and Polaris when they see something falling from the sky. Too late do they realize that it is the Blob. Their attempts to scatter prove futile. Landing soon after, Avalanche causes an earth wave to nail the Reavers. In the air, Mystique orders their plane down to help in the fight. Blob reports that they situation is under control, but Mystique wants in on the action. Forge questions Mystique. Mystique vaguely tells him to get ready - because she hates him. Approaching Destiny, Mystique mentions that her old friend has not been the same since they embarked upon this mission. She pleads for Destiny to let her know and help. Too late, Lady Deathstrike lands on the plane and takes out the pilots. The plane crash lands.

A boat arrives on an island in the South China Sea. A man, Matsuo Tsurayaba, exits. He is greeted and taken to a room that holds a mysterious woman. The woman, it is said, is not picked up on any scanners and has the uncanny ability to speak any language. It's reasoned that she is a telepath. Tsurayaba enters and declares that they have found the X-Man Psylocke. He also knows just how the Hand can use her.

With their plane destroyed, Forge carries Mystique out of the burning rubble. Mystique couldn't more angry knowing that Forge has left Destiny in the plane. Stonewall has that figured out, though, and escapes with Destiny in hand. As fire reaches the fuel tanks, Pyro absorbs the flames to protect his teammates. Safe, Mystique sends Forge with Destiny to the medi-lab. Pyro sends a flame towards the Reavers, but this only seems to boost their power. Avalanche then steps in and sends out another wave. Lady Deathstrike leaps over it and guts Avalanche. Blob boasts that she can't hurt him, but somebody (not the Reavers) turns the earth beneath Blob into quicksand.

At the medi-lab, Destiny sends Forge away. He is reluctant, as he's already let Mystique down in a big way. Destiny states that it would be for the best; besides, if he didn't leave then Mystique "pay the ultimate price." As Forge leaves, Destiny tells him to love Mystique with all his heart, as storm's always seem to pass away. She then turns into the lab to find a solitary Legion. And no, she is not accompanied, as he had hoped.

The Reavers regroup to attack the mutants and Lady Deathstrike approaches the team. She begins shooting at the Reavers but is quickly taken out by a new player: Donald Pierce. He couldn't read any techno-systems on the woman and it turns out to be Mystique. While in Pierce's grasp, Mystique is given a mental picture of Destiny, dead. Just then, Stonewall tackles Pierce. Seemingly with Legion's help, Pierce kills Stonewall. Freedom Force retreats. As the Reavers pursue, Skullbuster gets blasted by Forge sniping on a nearby hill. Lady Deathstrike convinces Pierce that they are in a bad position but have done enough for the day. They teleport away before Forge can take any more Reavers out. With the battle over, Tom Corsi, accompanied by Moira and Alysande, brings the body of Destiny to Mystique. In deep pain, Mystique tells Forge that he now owes her for two lives.

Later, after Freedom Force returns to America, Forge has a talk with Banshee. Banshee knows the X-Men are still alive and he'd like Forge to accompany him in searching for them, right after Forge makes a protective barrier for the island. Glad that someone still trusts him, Forge accepts.

At the hospital in Illinois, little girl Storm continues to run and hide. The doctors, as well as Inspector Reisz/Shadow King, are close. The doctors begin to be suspicious at Reisz's motivations and so he kills one of them with the plan of blaming Storm for their deaths. He then advances upon Dr. Lian Shen.

Brain-washed X-Man Psylocke has been hired out as an assassin for The Mandarin. What follows is a nightmarish Mojoverse transformation for Psylocke. Witness the strange origin of Betsey Braddock's transformation into Japanese ninja.

In Hong Kong, Matsuo Tsurayaba approaches the Mandarin with an offer of an alliance between his organization and the Hand, a ruthless clan of assassins. Matsuo's deal is for the Hand to help the Mandarin build an empire unparalleled by any in the past, in exchange for gainful employment in its service. To begin their alliance, Matsuo offers a gift; that of an ultimate assassin. This assassin is the long missing Psylocke, who has emerged from the Siege Perilous amnesiac and found by the Hand.

Her body has been transformed into an asian one. However, before Psylocke can become the pawn the Hand requires, Matsuo puts Psylocke through a telepathic brainwashing that forces her, within her mind, to fight and kill her old teammates.

Part of her astral battles takes place in the Body Shoppe run by Spiral and Mojo, suggesting their involvement in the physical changes made to her body.

In the service of the Hand and the Mandarin, the brain-washed Psylocke establishes herself as Lady Mandarin, reestablishing the Mandarin's control over the Hong Kong underworld.

Lady Mandarin (Psylocke) demands that the Lords of the Hong Kong Underworld again swear fealty to Mandarin. They protest and try to have their henchmen kill her. She easily defeats the henchmen and the Lords swear a new oath to Mandarin.

Jubilee and Wolverine soon arrive in Hong Kong as well. Wolverine is using his Madripoor identity of Patch to move about in disguise. Wolverine is still badly injured from his torture at the hands of the Reavers and still talking to figments of his imagination that look like Nick Fury and Carol Danvers.

Meanwhile, in Cario, Illinois a young mutant who looks like Storm is wanted for the murder of Dr. Stuart Hayden. The mutant did not actually kill Dr. Hayden but is being framed by the Shadow King. She is alone and on the run.

Wolverine and Julie go to Rosie Carling's place (an old flame) for information. Jubilee meets Rose's granddaughter Ruth and they go out shopping so Rose and Wolverine can talk alone. He is told that the Mandarin is consolidating power.

Psylocke continues to train her combat skills against agents of the Hand. Lord Jonin (Matsuo Tsurayaba) gives Psylocke the mission to determine why "Patch" has arrived in Hong Kong. He is concerned they "Patch" is an emissary of Tyger Tiger.

While Jubilee and Ruth are out exploring Hong Kong they are captured by the Hand.

On Muir Island, Forge is finishing upgrades to the island's fortifications. Banshee is concerned with Moira's sudden behavior change. Polaris feels it is all a manifestation of her lost magnetic powers and Legion begins to put a plan in motion to make all of Muir Island his personal playground.

Wolverine is attacked by the Hand on the ship that brought him and Jubilee to Hong Kong. Lady Mandarin uses Jubilee (through mind control) to distract Wolverine. They fight, with Wolverine shattering her helmet. He recognizes Lady Mandarin as Psylocke and pauses. She drives a psychic blade into his head and renders him unconscious. She is ecstatic that he has captured one of the Hand's greatest enemies.

(to be continued)

Wolverine has been captured by The Hand, a mysterious ninja organization that works under The Mandarin. Susceptible to Psylocke's psychic powers of possession, will Wolverine be able to escape with his mind, and body, intact?

Wolverine is in a state of stasis as the mind controlled Pylocke monitors his psychic condition, which is not well. He is at a point of psychic despair, as he is in a similar state to the state he was in during Weapon X. His bestial form is about to come out due to the circumstances. Jubilee is also captured by Matsuo Tsurayaba.

After a brief escape attempt by Jubilee, which is foiled by The Mandarin. He also attacks Matsuo and the Hand, as they attempted to command him around in his own house. Matsuo apologizes and is rebunked.

On Muir Isle, Banshee, Forge, Sharon Friedlander, and Moira MacTaggert are training. All of them seem to be tired and wary of their situation. Lorna Dane is trapped in Proteus' old room, and cannot escape as Legion has trapped her their. Back in Hong Kong, Jubilee is presented to Mandarin.

Psylocke is still fiddling with Wolverine's mind, showing him phantom versions of Jean Grey, Mariko Yashida, and Yukio. Wolverine defeats her in pyschic combat, and breaks free from the cage. After defeating him once more, Psylocke presents him to Mandarin, but Jubilee manages to get free.

Psylocke reveals that it was all a ruse, and her and Jubilee attack Mandarin. With the help of Wolverine, all three of them defeat Mandarin and get on a ship, sailing to an unknown location. Psylocke reveals her story as well.

Colossus saves two Genoshan fugitives who have come under trouble with the law. Meanwhile, an amnesiac Dazzler pursues a movie career in Hollywood. But who really holds the strings to her future success? And what desperate measures will she take to become a bona fide star?

Phil Moreau and Jenny Ransome, fugitives from Genosha, are about to be kidnapped by Genoshan Magistrates, when an amnesiac Colossus suddenly shows up and intervenes on their behalf. Grateful, Phil and Jenny offer him a place to stay. In Hollywood, an equally amnesiac Dazzler awakes on the property of her former boss, Lila Cheney, and is taken in by Lila’s guard Guido. Trying to figure out who she is, Alison goes clubbing and meets Fred Stanachek, a young man whom she once helped and who currently holds the rights to her aborted movie. Fred offers to make her a star, while elsewhere Eric Beale schemes to kill her. On Muir Island, Moira has David Haller use Cerebro to find the X-Men or her missing bodyguard, Callisto. David fails but, above him, a spirit image of Amahl Farouk appears, uttering the words ‘Storm’ and ‘Cairo.’ Callisto, in the meantime, is a prisoner of Masque, who promises that he’ll break her. A short time later, a gorgeous woman, who Peter has seen on several ads, runs into him and Peter notices she’s afraid of something. In the meantime, the Genoshan Genegineer and Chief Magistrate decide to get the fugitives back at any cost.

Synopsis

Some Genoshan Magistrates bully Phillip Moreau and Jenny Ransome into a room in New York. Jenny is a mutate from Genosha who has escaped with her boyfriend, who also happens to be the son of Genosha's Genegineer. One of the Magistrates, Pipeline, prepares a link to teleport the ex-patriots to Genosha while another plays bully. He orders Jenny to strip to her skinsuit and she is powerless to do otherwise. Phillip is aghast at how easily the Magistrates can control his girlfriend. His words of dismay earn some punches. Before things can get too out of hand, a strange figure (stark naked) intervenes and fights the Magistrates. The mysterious figure and a Magistrate nearly fall out of a window. Phillip is able to stop the fight, however, by threatening a Magistrate with a dropped gun.

Later, the mysterious man is cared for at a local hospital. Phillip asks the mysterious man to stay with he and Jenny as a payback for the earlier help. Meanwhile, Pipeline and the other Genoshan Magistrates and taken escorted away by police officers.

In California, Fred Stanachek rifles through some old belongings of Dazzler's that he won at an auction. Among the assorted things is a Dazzler movie that was never finished. Across town, Guido makes the rounds at Lila Cheney's house and comes across a woman passed out in the sand. To his shock, it appears to be Alison, better known as the believed-dead Dazzler. Guido takes her up to the house and gets her medical attention. Oddly enough, no sensor can detect Dazzler's presence.

Somewhere completely different, Masque is taking pictures of a supposedly marred Callisto.

The landlord for Phillip and Jenny is at first wary of the mysterious stranger joining the two in the apartment. In the end, he plays nice and lets the three stay together. The mysterious stranger finally explains what he can about himself: all he remembers is his name (Peter Nicholas) and that he helped the two get away from the Magistrates. Everything else is a mystery. Peter then gets side-tracked by looking at a billboard boasting the most beautiful woman in the world.

Fred Stanachek is pursuing his idea of finishing the Dazzler movie. He meets with several executives to explain why it should be made. When all is said and done, Fred is a bit morose since Dazzler won't be around to see the finished product. He isn't aware that Dazzler has been found and has been recuperating out at Lila's house. She has no memory of her past life and tries to jog her memory with old videos of her performing in Lila's band. As a final move, she goes out for a night on the town in hopes of something sparking her brain into remembering her past.

On Muir Island, Legion is hooked up to a Cerebro unit in hopes of finding the lost X-Men. Instead of probing the globe, psionic backlash hits the observers and the Shadow King makes an appearance. He calls for Storm.

Back in New York, Peter runs right into the woman from the billboard. She had run headlong into him and then left just as hastily. Peter offers to help but is spurned. Unable to get her out of his mind, Peter goes to work on the apartment window. Phillip tries to talk Peter out of obsessing over the woman when he learns that Peter is quite the artist. Meanwhile, Phillip's father, the Genegineer, orders that any means be used to get his Magistrates out of prison.

Out on the town, Dazzler has a run-in with an astonished Fred Stanachek. Since the guy is kind of familiar, Dazzler leaves the bar with him to go to a jazz bar where Fred has a gig. After a while, Fred invites Dazzler onto the stage. Nervous at first, Dazzler gives a very soothing and moving performance. As the crowd is getting warmed up, however, a robbery is staged and the crowd is threatened by goons with guns. Dazzler takes it all in stride and uses her light powers to disarm the foes. News gets out about the incident. Eric Beale is watching and he feels that now is the time to kill Dazzler himself.

Dazzler battles for her life...and the rights to her feature film! It's pure Hollywood drama as Dazzler is stuck between two producers, both making offers she just can't refuse!

A man named Eric Beale is in his mansion in Hollywood Hills, practicing the killing of Dazzler on numerous life-sized mannequins of her. As he destroys the mannequins, he angrily shouts out how she rejected him, and how they were made for one another. Angrily, he cuts off the last one's head.

Up the Coast of where Eric is, Dazzler, Strong Guy, and Dazzler's manager watch her new movie. Strong Guy says he likes it, and Dazzler agrees, then decidding that she wants to go for a swim. Taking off her sweater and heading in for a swim, she ignores what Fred is saying and goes of to surf.

As she relaxes is the water, laying on her surfboard, Eric sits on the rocks above, observing her through his sniper. Taking a shot, he misses when Dazzler quickly sits up to catch an oncoming wave. Strong Guy notices the guy, and tries to warn her, but she cannot hear over the waves. Eric misses again when Dazzler wipes out.

Dazzler notices him when he hits her surfboard, and shoots one of her light-based beams at him, knocking him over. Fred comes over and fetches her out of the water, despite Guido's urgings not to go. Once back in the house, Dazzler agrees to have the movie made, and goes upstairs to change.

In Manhattan, a amnesiac Colossus is working on a painting in his loft when he hears a young woman being robbed outside of the window. He goes outside to protect her, and finds the poeople wearing X-Men masks. He recognizes them, but still cannot recall his former life. Jennifer Ransome and Phillip Moreau come to the Peter and teh girl's aid. He then destroys the Colossus mask one was wearing.

Back in California, Dazzler and Fred are visiting Ginjer Baron, a famous studio manager who is trying to help the movie get made. There, Eric tries to once again attack her, but is foiled when the people on set think he is an actor, and they change his outfit. He gets attacked in one of the scenes.

Dazzler is trying to find an appropriate outfit for her movie's premiere, and tries out five outfits, deciding on the fifth one, a normal looking green gown to be the appropriate one. Eric is getting more makeup and gets angry when he hears Dazzler is gone.

In Kyrinos, Banshee and Forge are discussing how Moira MacTaggert, Banshee's lover has changed. They are about to go to Egypt, when their guide gives them an issue of People magazine featuring Dazzler. They decide to go find her, and as the plane they were going to be in takes off, it explodes.

It is revealed that Fenris, the mutant twins Andrea and Andreas were the ones that shot down the ship. They were also revealed to have been hired by someone. They do not know that their target, Banshee is not dead, and Banshee and Forge flee.

Back in California, Dazzler is attacked on the way to her premiere by Eric. Fred is irritated as Dazzler does not arrive. Dazzler is tied up and put in her old outfit with roller skates. A bag is wrapped around her head. She manages to fight back with Eric, and in the end he cannot bring himself to kill her.

In a Madripoor restaurant, Wolverine, Psylocke and Jubilee are attacked by Harry Malone's Harriers, who have taken on a commission to abduct Wolverine. With their friend gone, Psylocke and Jubilee, despite their mutual dislike, figure out a plan to find and rescue Wolverine.

The Harriers, a team of professional mercenaries led by Sergeant-Major Harold Malone aka Hardcase, a retired member of the Royal Marine Commandos, are in Madripoor, hired to capture a trio of mutants: Wolverine, Psylocke, and Jubilee. As fate would have it, Wolverine, Jubilee, and Psylocke have just arrived in Madripoor after their adventures in Hong Kong. The three mutants are in a restaurant in Lowtown, and while Jubilee is complaining about how hungry she is and the lack of edible food in Asia, Harriers Axe and Shotgun ambush the three mutants. They successfully kidnap Wolverine and blast Jubilee with a non-lethal shotgun blast to the chest that leaves her bruised. Psylocke is able to save Jubilee and the pair escape. The pair locate the warehouse where Wolverine is being held captive and Jubilee hatches a plan to rescue him that involves her dressing up as a boy and delivering pizzas. Jubilee's plan works fairly well and she is let into the warehouse. She then uses her fireworks to create confusion and is able to free Wolverine from the cage he is being held in. While this is happening, Psylocke is discovered creeping in the rafters by the Harrier known as Blindside. The two women battle it out and ultimately the Harriers are able to subdue the two mutants. At that moment Wolverine's Hong Kong gangster buddies bust into the Harrier's base ready to fight. Wolverine appears and stops everyone from killing each other. He and Hardcasse explain that the entire thing was a test for their respective teams. Wolverine wanted to see if Jubilee and Psylocke could work together while Hardcase wanted to put The Harriers through their paces. Everyone then sits down and has pizza together.