The halls of Xavier's Institute are becoming very crowded. This very special issue, featuring the talents of an army of the industry's best, answers the question "what happens when there too many mutants?" Plus, Lila Cheney arrives with dire news about Professor X!
With three X-Teams in the shell of the X-Mansion, things are getting pretty tight. In a leadership meeting, Cable questions the abilities of Cyclops, Jean Grey, and Storm. With more threats than ever against mutants, Cable feels the teams should be more proactive against their enemies. This sparks a controversy, but Storm begins to wonder if the next generation of mutants wouldn't be better off with a more militaristic view of their enemies. As Cable leaves, he comes across Boom-Boom trying to get into the only bathroom. Iceman is occupying it and has been doing so for a while. Cable threatens Iceman and Iceman graciously allows Boom-Boom into the bathroom. Unfortunately, he's frozen everything. Boom-Boom chases Iceman around the mansion until they run into Psylocke in women's quarters. Iceman gets kicked out, but not before Boom-Boom places a small time bomb down his shirt. Psylocke then turns her attention to Jean who has just come in for a shower. The two chat about Psylocke getting in touch with her twin brother, Captain Brittain.
Elsewhere, Banshee takes a holographic call from Moira and notes her more outlandish style and mannerisms. Beast walks in on the two to tell Banshee he's needed in the Danger Room. Once Banshee leaves, Beast and Forge work on a potential fix for Wolfsbane's mutate bonding. The two know it will take some time. In the Danger Room, Cannonball tries to take on Archangel. Cannonball is a bit brash and Archangel bests him.
Outside, Gambit tries to convince Storm to leave with him. She commits to staying, as the X-Men are her family. Gambit tells her that she needs to start acting as if that were a fact. Later, in the Danger Room, Wolverine and Gambit face off while Jubilee watches from the Control Room. She fears that Wolverine is pushing himself too much. Her fears are realized when Wolverine allows himself to be sidetracked by a projection of Lady Deathstrike. Gambit takes advantage of the distraction and beats Wolverine.
Refreshed, Jean Grey attempts to use Cerebro to find Rogue, Dazzler, and Longshot. Once on the Astral Plane, she is attacked by the Shadow King. His powers have increased while the Cerebro defenses have stagnated over the years. He attempts to co-opt Jean into his Dark Queen but she is saved by Psylocke, who uses her knife to sever Jean's attachment to the Astral Plane. Due to the psi-blade, Jean can't remember that it was the Shadow King who attacked her and, Psylocke unaware of who the Shadow King is, no one is able to know that he is yet another threat to the mutants.
Outside, Cyclops and Jean see that the X-Men have all donned matching uniforms. They can't help but feel a sense of loss as they leave to their own base of operations, Ship. As they leave, Guido and Lila Cheney cruise past. Lila tells the X-Men that Professor Xavier is in serious trouble. They all teleport away before Cyclops and Jean can get to them to find out what's going on.