This issue begins with a flashback to when the Institute. Matthew Risman shoots at David and the Cuckoos, but while sneeking around, his face is badly injured by Dust. Surge cradles David as he's been shot, and Dust mutters "Please forgive me."
Back in the present a Purifier asks Risman if he's okay, and after he replies affirmative, the Purifier tells him that Predator X is alive, and it's hunting.
The Astonishing X-Men team discuss the New X-Men, Cyclops tellig the rest how well they've done since M-Day. Cyclops tells them that there are twenty-five students left at the Institute, an eigth of the mutant population. He says that they don't even know the kids, but that ends today.
Next, down in the Med Lab, Beast fixes Dust's dislocated shoulder, while Pixie tells them how she's a member of the New X-Men, how she can peform a spell and that Dr. Strange said that he'd teach her more when she's eighteen. She proceeds to ask why Dust where's the burqa, commenting that she's really pretty. Nezhno interupts correcting Pixie, and Pixie thanks him for saving her down in Limbo, but wonders why he had "a spasm". Nezhno reveals that when he activates his "powers" his strength increases, and soon the vibranium tatoos he has will no longer be able to contain his power, and he'll die. Mercury then pops in and asks the three how old they are.
Anole's playing snooker, while Rockslide (lava form) bugs him asking if X-23 can chop his other arm off. He refuses and Rockslide calls him a sissy. Anole is angered by this, and just then, Mercury appears, with a question...
Mercury goes to Elixir's room, to ask him how old he is. But, he tells her how he can feel all cells aging and dying, but the question is can he stop it? She walks away to go ask David how old Elixir is.
Mercury knocks on Hellion's door, but suddenly the whole wall is blown back as is she. Turns out he was practicing using his TK, but he says that anything smaller than a fridge, and he can't deal with it. She asks them how old the Cuckoos are, and he replies they're really 2, and he asks why? She replies Matt Landru.
In Cerebra, the Cuckoos are scanning the world, while Mercury preceeds to tell them and Hellion that the youngest mutant is probably one of them. They decide to exclude Tito, Molly Hayes, Franklin Richards and the Cuckoos from they're investigation. Then, Emma Frost opens the door, telling Mercury and Hellion to come to her office for a student-teacher meeting.
Outside, Beast and Colossus are waiting for Rockslide to arrive. Suddenly, Rockslide falls out of the sky above them, Anole pushing him down into the ground. Five minutes later, and Beast asks him to fire a limb, so that he'll explode and Beast can study him. He refuses at first, but when Anole calls him sissy,, he fires a limb and explodes. Beast thanks Anole, and both take shelter behind Colossus. Beast tells Rockslide that if he can hear him, try to feel the rocks and pull him together. He does so, and Beast says that he wants to see what'd happen if he reforms if he's smashed by someone else, and Anole fladly volenteers behind him
Surge goes around asking the students asking what happened to David in Limbo, and they all try to avoid it, but X-23 tells her what happened with excruciating detail.
She storms off while Pixie, flies behind her, telling her that she thinks that she and David are a cute couple. Cyclops and Wolverine show up, and Cyclops tells Surge that they need to talk, while Wolverine takes Pixie with him.
In Emma's office, she tries to talk to Mercury and Hellion, but they tell her that they think she's sad.
Shadowcat tries to have a meeting with Elixir, but he tells her that he's thinking, and when she asks what about, he tells her a bunch of mumbo about life and death.
As Wolf Cub and Loa ponder whose the youngest mutant while eating, Pixie flies past behind them, Wolverine in pursuit, cursing the unicorns that he's seeing via Pixie's dust.
Most of the students are gathered in one room, wondering who the youngest mutant is. At first, it is said to be Wolf Cub, but then Mercury realises that Indra's name isn't on the list, and then he's revealed the youngest mutant. Meanwhile, in the same room, David tries to get Surge's attention, but she keeps ignoring him. And then she jumps at Hellion, and kisses him. Everyone looks shocked, and X-23 sheathes her claws, while Rockslide tells Indra that he's dead....
Back to the Purifiers, and they've planted a burqa of Sooraya's tied between two trees, and Predator X eats it, making Dust it's new target.
At the Guthries, Beast and Dark Beast arrive, and Lucinda tells her kids to go and do they're homework. Beast preceeds to ask for a gene sample from her. Lewis, a son of Lucinda's goes outside, but is followed by Dark Beast. Dark Beast sees him acting as if he has super-powers, but Lewis tells him it's not a game, and tells him that he's waiting for his powers to kick in. Dark Beast tells him it ain't gonna happen, because of M-Day, but Lewis tries to remain optimistic. Dark Beast tells him it ain't gonna happen, unless he wants to try it from a different angle, offering him a small vile of liquid.
Back inside, Beast explains to Lucinda the situation, but she refuses to do it.
Back outsice, Dark Beast tells Lewis that he has to use his powers for good, and Lewis says he will, and he'll find his brother's killers and take them to jail. Lewis tells him that he's all for it, and Dark Beast tells him to role up his sleeve.
Inside, Lucinda tells Beast that she it's like waiting for her kids to be drafted into a war, and she continues to refuse. Beast tries to convince her , but then, one of the Guthrie girls come running in, telling her that Lewis is sick. They all run outside to see Dark Beast holding Lewis, Lewis's skin all pick and lumpy, with a pink fluid coming from his mouth.
The issue begins with a conversation earlier in the day between Cyclops and Surge. Cyclops congradulates Surge on how well she's done, bt she just tells him that it was pure luck. Surge asks him how he felt when Jean Grey died, and asks him if he could save her, even if it meant her hating him, wouldn't it be worth it?
Back to the present, Surge is still kissing Hellion. David runs off, and Hellion pushes X-23 away, scowling at her. He turns to -23, who runs away, Mercury shouting after her. Hellion then flies away, while Pixie asks Surge what they should do about Indra, but all she tells them to do is not to let him die. Rockslide calls first shift of babysitting Indra, something Indra wasn't that heppy about.
Predator X continues on his way to New York.
David is in his room packing away his things, and he is approched by the Stepford Cuckoos. They tell him that he only forgot what he learned when he had his powers, and they can restore the links. They continue to tell him that they wouldn't have offered if they hadn't thought his mind wasn't strong enough. He stares at a photo of the New X-Men, and he tells them to do it.
Indra and Rockslide are playing on a video game, and Indra thanks Rockslide for staying with him. Suddenly Rockslide explodes, and Indra armors up. Rockslide laughs at him for being so scarred, and Indra tells him he's going to bed.
Mercury goes into the Girls Bathroom, looking for X-23. She finds her there, and she's cut everything around her, and herself. She tells Mercury that she doesn't understand, but Mercury just quietens her, telling her everything'll be fine...
Outside, Hellion is sitting on the head of a damaged Sentinel. Dust arrives to talk with him. They talk for a little, and Hellion asks if Mercury sent her? She tells her yes, and he thanks her.
In Elixir's room, his skin turns from gold, to black.
Match is sitting in the middle of the room, with a marshmallow over his head, saying that he hates Rockslide. Zoom out for a panel of the group from the Quest for Magik issues, sitting around Match, Rockslide roasting a marshmallow on his head, all having a campfire. They all have they're little complaints, but Rockslide says that if they're going to go down, they should all go down together. He then ruins the moment when he says that they should start bonding, shouting "Anole's gay!", and Anole scowls at him. Beast enters the room, with new bulletproof costumes for all.
Surge if pouting in her room when David enters in his new costume. He tells her that he's staying, but she shouts random nasty things at him to try and get him to leave. She even goes so far as trying to punch him, but he blocks it, and puts her in a lock, and Hellion sees them through the doorway. Hellion slams him telekinetically into the ceiling, and then checks on Surge. David hits him in the face, back and face, and then tells him that he hit him with three parts of the human body that are essentially unbreakable, and he better go see Elixir about his injuries. David leaves and tells Surge that they're through.
On the Astral Plane, the Astonishing team share they're thoughts about the students, Shadowcat saying that she's worried about Elixir.
Back with the group, as everyone sleeps, we see Loa getting up. We see Dust, X-23 and Mercury having some sort of a slumber party, and Surge's room trashed, while David looks out a window.
Loa goes to Elixir's room, and tells him that she's been thinking, and asks him if he wants to make-out. Elixir's skin suddenly turns gold again, and he says "Sure?"
Cyclops tells the New X-Men that they might be the last generation of X-Men, and that if the X-Men are not there, Prodigy will fill in as a substitute teacher. He asks Surge if this is okay, and she says fine.
Predator X is approaching the Institute, but turns and head somewhere else. Mathew Risman shouts at the screen, but a Purifier tells him that maybe it's found a new target. Risman realises what this means, and tells the Purifiers that they have much more to do.
There's a pin-up in the back of the issue to fill in for the missing Endangered Species tie-in. It was a pin-up by Bryan Hitch of Mercury, X-23 and Surge.