Chicago , where the X-Men are standing in the middle of a mob of frightened humans. The people are panicking due to the probes that Holocaust has sent. Sunfire becomes angry and powers up, thus frightening the crowd even more. He flies up to attack the probes, and Rogue chases after him. She makes contact with him and absorbs some of his memories, while Morph wonders what that will do to her mind. We have a flashback to Sunfire being tortured by Nemesis and Apocalypse. They both fall, but Morph manages to catch them before they hit the ground. The X-Men return to their mission of evacuating the humans.
At the Xavier mansion, Magneto is spending a quiet moment alone with his son. Bishop goes to confront him about him staying home while the X-Men risk their lives, but stops when he sees Magneto is with Charles. He apologizes, but Magneto says he should be the one apologizing to his son; if Bishop is right about their world, then Charles will cease to exist. Bishop tries to tell him that their world was created by some kind of cosmic accident, but Magneto tells him that love is never an accident. He tells Bishop that the world may end tomorrow; give him tonight to say goodbye to his son.
Meanwhile, Apocalypse is angry about Abyss' failure to stop the X-Men in Maine(see Amazing X-Men). Rex tells him that they've found the location of the X-Men's secret base: the former residence of Charles Xavier. Apocalypse gloats and tells Rex that he'll be handling this personally.
Back in Chicago, Blink is reluctantly preparing to send Sabretooth and Wild Child to confront Holocaust. Sabretooth is the one who rescued her from Abyss many years ago, and she's worried that he won't be coming back. Rogue flies in and interrupts, telling them to go back and help with the evac. Blink displaces her for a fraction of a second, and then sends Sabretooth to Indianapolis.
Sabretooth rouses Wild Child, and they confront Holocaust. Sabretooth and Holocaust argue about their past together, when Sabretooth used to work for Holocaust. Then Holocaust, quite frankly, makes one of the stupidest moves a villain can make. Since "Sabretooth is going to die anyway",he reveals the location of his secret Infinite processing plant.(Ugh). Anyways, Sabretooth sends Wild Child to tell Rogue, while he and Holocaust battle. During the battle, Holocaust talks about how much he enjoyed killing Magneto's daughter. Creed manages to rip Holocaust's containment helmet off, and then collapses. The issue ends with Holocaust standing over Sabertooth's fallen body.