Colossus is in Scotland (flown there after the Mutant Massacre in issue #216), and is no longer stuck in his armored form. However, he apparently doesn't have much control over it, and it pops out while he's talking to some kids, scaring them half to death. He gets a visit by a girl (a projection of Roma?), who convinces him that the X-Men need him. After she leaves, his sister, Illyana, transports in, and agrees to take him to the X-Men. Meanwhile, the Adversary has captured Roma and taken over her Starlight Citadel. In Dallas, the X-Men arrive at Eagle Plaza to find an empty building. Wolverine enters and is cut down by lasers. The team rescue him and are ambushed by Freedom Force outside! A big fight starts, Colussus teleports in, and then a huge hole in the sky appears over their heads.

The New Mutants on Bird-Brain's home island meet the Ani-mates and attempt to talk to them. They attack Bird-Brain, considering him a traitor because he befriended humans. When they see Rahne become a wolf, they befriend her.

Roberto and Warlock return to the mansion, and Magneto realizes that the rest of the team is missing.

Bird-Brain explains that he was being tested in a maze when he escaped. He now takes the New Mutants into the maze, where all are subdued by the Ani-mates.

Animus and Rahne debate scripture: he doesn't want his creations acting like men or have names, and he plans to kill those who have rebelled against him including Bird-Brain.

Douglas Ramsey is dead.

Rahne is hysterical; Sam blames himself; Illyana is angry. She transports the Smile-Faces to Limbo and gives them to S'ym.

Bird-Brain stays on his island with his people, while the New Mutants return to Westchester.

Magneto goes to the Hellfire Club, of which he is now a member (mistakenly referred to as White Bishop) and uses their equipment to locate the New Mutants. He learns of Apocalypse's attack and of the X-Men's troubles in Dallas (see X-Factor 25, Uncanny X-Men 226). He returns to the mansion, learns of Doug's death, and throws a fit, angry that he is unable to protect his students. He denies Illyana's request to help the X-Men, so she ports off by herself, only to find Dallas barred to her and the X-Men dead.

Magneto blames humanity for Doug's death and for the Mutant Registration Act, but the New Mutants reaffirm their belief in Xavier's dream.

Apocalypse has just released his horsemen onto the world, allowing them to attack civilians. Beast and Iceman manage to work together to free the imprisoned X-Factor, allowing Marvel Girl and Cyclops to escape into the open, while Beast and Iceman remain on the ship.

On the ground, Marvel Girl assaults Famine, who gets one good shot at Jean, before being teleported away by Apocalypse. Cyclops fights war, who after Cyclops gets the upper hand, flees.

Meanwhile, Beast and Iceman are fight Apocalypse on his ship, eventually destroying the cloaking device as well as whatever keeps the ship afloat, as it crashes down. The falling ship snaps the empire state building up, which is then caught by Marvel girl for a brief second. Katie Power of Power Pack fights Pestilence, who is killed once they fall from the sky.

Jean and Scott arrive back on board, where they face off against Archangel, their old ally Warren Worthington. Iceman manages to trick Angel into believing he killed him, when it was in fact an ice duplicate of himself. All of X-Factor faces off against Apocalypse, who flees with War and Caliban in his clutches. The ship lands right on their old base, and X-Factor announces to the world the charade that they were working as mutant hunters.