After learning that his wife was a spy, the Skinner of Souls uses his powers to erase the minds of everyone in Neftelensk, except the children who prove immune. Darkstar and Alexi Garnoff arrive in town to investigate what has happened only to also fall victim to his powers. The government sends in Omega Red, but he simply becomes the third super-powered victim. Colonel Vazhin decides to recruit the X-Men to face the dangerous mutant. This is prompted because a group happens to be available in Siberia, visiting the Rasputin family. It consists of Colossus, Cyclops, Iceman, Jubilee, Psylocke, and Wolverine.
They accept the mission, though only Iceman is personally interested in it; he wants to rescue Darkstar, with whom he's had a past relation. The Soul Skinner uses Omega Red as a weapon against them. While most of the X-Men are preoccupied with the physical fight (Colossus and Vazhin retreat), the Soul Skinner enters Cyclops' mind. The experience is bewildering. The mind is filled with pain and guilt over Cyclops' relationship with his various family members. The Soul Skinner has trouble even understanding how the man can still function, much less seek to improve their world. By using Psylocke's rapport with each team member, the Soul Skinner sees their panoply of pain and confusion. Iceman hates that he can never feel the warmth of love from Opal. Wolverine is in a similar plight, though his loves are lost. Jubilee dreams of finding her parents alive again. Psylocke herself dreams of having sex with Cyclops.
Vazhin, it seems, is hiding something from the X-Men. He and his government associates have gathered enough information to learn the Soul Skinner's major weakness, his inability to affect children or their minds. While Vazhin had accompanied the X-Men, other Russian agents forcefully recruit an underage mutant to use against the Skinner: Illyana Rasputina. The agents slay her parents, Nikolai and Alexandra Rasputin, to get to Illyana. Vazhin casually informs Colossus that they will use a method for accelerating Illyana's dormant powers, with some risk of the experimental method killing her.
The government agents arrive with Illyana and are ready to start the process. Colossus is initially enraged at the thought of them using his little sister as a living weapon. Vazhin reminds him that the Dream of Xavier allows for the sacrifice of a individual to stop a threat to a large number of people. Colossus hesitates. The Soul Skinner takes down the agents and gains access to their memories, allowing Colossus to witness the deaths of his parents at the hands of the agents. He is enraged that Colossus would even consider letting his sister die, even if it was for a single second. The Soul Skinner's rage at Colossus quickly turns to a burst of his own self-loathing for failing to help his daughter. He had never sought help even while Oskana was dying. In a way, he was as guilty as his wife for the girl's death.
The Skinner collapses for a minute, accidentally releasing all his recent captives. He decides to start the process on Illyana himself, hoping the young teleporter can end everyone's pain. Psylocke then accesses the minds of the other children present, projecting their innocence to the Soul Skinner's pained mind. He can't stand the comparison to his own troubled psyche and effectively shuts down his own mind. Vazhin then ends the Skinner's life for good, sending a bullet through the man's head.