Wild Child is being chased by a group of Infinites, and is shot in the back. The Infinites are surprised when Holocaust shows up and takes Wild Child prisoner, because he was the one who had dispatched them from Indianapolis. Holocaust tells the Infinites not to question him, and ponders what to do with Wild Child. Finally, he has an idea: they can put on a show! Uncle Joe has some old costumes, and they can use the old barn as a stage!
Before the Infinites can react, Sunfire appears behind them and tells the Infinites to surrender. They refuse. Sunfire thanks, and then vaporizes them. "Holocaust" transforms back into Morph, who chides Sunfire for incinerating his audience. Blink and Rogue teleport in, and ask where Sabretooth is. Wild Child, unable to communicate normally, licks Rogue so she can absorb his memories. Rogue does so, and discovers that Sabretooth and Holocaust are in Indianapolis.
Meanwhile, Sabretooth is having a rough time of it. Holocaust has chained him up and is dragging him through the mud. He regains consciousness and Holocaust shows him the Infinite processing plant. Holocaust and Apocalypse plan on making an army of millions of Infinites to conquer the world. Sabretooth calls Holocaust a loser, because despite all the talk of genetic superiority; he has to stack the deck with artificial soldiers. Holocaust admits to having greater ambitions than just "survival of the fittest", and knocks 'Tooth out again.
On the way to Indianapolis, Blink tells the other X-Men about how Sabretooth rescued her when she was just a child. Morph angers Sunfire due to all of his jokes. Morph tells him that "if he's gonna die, he wants to do it with a smile on his face". Morph then proceeds to start "Singin' in the Rain".
At the X-Men's headquarters in the ruined Xavier Mansion, Magneto is trying to convince Bishop that if it is possible to send him back into the past, he may have to kill Legion(the man who killed Prof. X). Bishop struggles because killing goes against so many of the X-Men's beliefs. Suddenly, Nanny sounds Defcon Armageddon and wraps Magneto's son Charles in a protective shell. Bishop asks Magneto what's going on. Magneto tells him what Defcon Armageddon means: Apocalypse is coming.
Back at the Infinite plant, the soldiers are shocked to find that a giant white whale has swam in through the coolant system. The whale opens his mouth and the X-Men pop out and attack. Morph(having shifted back into his humanoid form) and the rest of the team manage to defeat the Infinites before they can sound the alarm. Blinks screams out "Victor", and 'ports away. Rogue wonders where Blink went, and Morph points over. Blink has found Sabretooth's chained-up body.