Black Tom Cassidy attacks the last two X-Men still standing, and rams one of his vines through Iceman’s chest. Nightcrawler teleports to safety and then tries to knock Black Tom out, only to discover that the captive X-Men are all linked to him and share the pain. Kurt demands that Tom let his victims go, but Black Tom just laughs. Nightcrawler comes up with a plan, and while Iceman distracts Tom, he teleports Stacy X free of the vines and throws her towards Black Tom's body. She uses her pheromones on Tom and while he is in ecstasy, Kurt tells Bobby to freeze the roots between Tom and his victims. As the villain stops draining them, life begins to return to the X-Men and Juggernaut, even Archangel who was in cardiac arrest, revives and strangely his blue skin regains it's normal flesh color. Finally Iceman tries to freeze the main root and as the ice spreads all the way to Tom, he tries to resist. However Stacy urges Tom not to fight it, and to simply let go. He does and the X-Men fall to the ground. Stacy tends to Warren, and thanks him for saving her life earlier on. She leans in for a kiss, but he asks her what she is doing, and embarrassed, she turns away. Suddenly, the ground erupts underneath the X-Men. Tom has recovered and is tearing the castle apart. The team rush outside to see Xavier’s Blackbird. Those who can fly carry those up that can’t, and Juggernaut hurls Wolverine up to the jet. Black Tom appears in front of Cain, telling him that he betrayed him. He smashes Cain into the sea. Sammy dives into the ocean and swims for Cain's sinking form. Actually Juggernaut was about to give up and just drown, but Sammy convinces the Juggernaut to take his hand and swim up. Aboard the Blackbird Charles thanks Cain for helping to save the X-Men, and offers for him to stay at his school and recover. He reluctantly accepts. Juggernaut sits down beside Sammy. A new friendship begins. At the Hospital, Annie sits with the catatonic Havok and tries to come to terms with her crush on him. Cyclops arrives and picks Alex up from his wheelchair, thanking Annie for giving him back his brother. She points out that he would still need a nurse and asks to accompany them.
At Cassidy Keep, Black Tom is screaming in rage as Iceman tries to calm him down. Suddenly, Tom shoots a vine through Iceman's chest ! Nightcrawler teleports out of the way before one of Tom's vines stabs him, and yells at Tom to stop his madness. Tom screams back that he can't, his powers are out of control. Nightcrawler punches Tom in the face, knocking him unconscious. Kurt looks up in horror at the drained, gaunt forms of Tom's victims. Tom regains consciousness, and tells Kurt that every time Kurt hits him, he is hurting anyone who is connected to him through his vines. Kurt demands that Tom let his victims go. He is met by Black Tom Cassidy's hideous laughter.
Outside the Rosy Manor Convalescent Hospital, nurse Annie sits with Havok admiring the beautiful landscape. She is trying to say goodbye to him, as soon his brother will arrive to pick him up. Annie tells Alex that she finally realizes that he isn't just going to come out of his coma and take her away, and admits that she is stupid for "falling in love with a living dead man." Cyclops arrives and lifts Alex from his wheelchair, thanking Annie for giving him back his brother. Annie asks if Alex will need a anyone to take care of him back at the school, and Scott tells her that Alex already had a lover before the accident. Annie is not deterred, and insists that he still needs a nurse.
Meanwhile, Nightcrawler promises a weakened Iceman that he will get the X-Men out of this. He teleports up to Stacy X, who is still hanging from Tom's vines and is barely conscious. While Iceman distracts Tom, Nightcrawler tells her that part of the villain is still a man, and therefore susceptible to her pheromones. He 'ports her out of Tom's grasp, and throws her towards Black Tom's body. Stacy is now able to touch his face, and he begins to writhe in ecstasy. She licks his face, and Tom moans that he wants her. She tells him that they can be together if he lets his victims go. At the same time Kurt tells Bobby to freeze the roots between Tom and his victims. Tom stops draining them, and the life begins to return to Wolverine, M, Juggernaut and especially Archangel who's blue face regains it's normal flesh color. Bobby bursts into action, freezing the vine that is impaling him. The ice spreads all the way to Tom, who tries to resist Iceman's powers. Stacy urges Tom not to fight it, and to simply let go. The iced vines shatter, and the X-Men and Juggernaut tumble to the ground, freed.
Tom is defeated and destroyed, moaning Cain's name, who looks down on him with pity and disgust. Stacy tells Warren that he never answered her when she asked him what the X-Men do. He simply tells her that the X-Men help people, that’s all. Stacy answers that this is enough, she thanks Warren for saving her life, and leans in for a kiss. Warren asks her what she is doing. Embarrassed, Stacy backs off.
Suddenly, the ground erupts underneath the X-Men! They begin their escape, realizing that Tom has recovered and is tearing the island apart. Archangel carries Stacy out, though she keeps yelling that she could take care of herself. The team makes it outside to see a Blackbird flying overhead. Juggernaut grabs Wolverine and hurls him upwards, and Xavier pulls Logan inside, while the Beast continues to pilot the craft. Nightcrawler teleports the distance, and M flies Iceman up.
This leaves only Juggernaut unaccounted for, and while the ground is crumbling beneath him, Black Tom appears in front of his former partner, telling him that he gave him everything, but that Cain betrayed him. He goes on that "some people are just born hopeless" and smashes the Juggernaut into the sea. Logan remembers that Black Tom told them earlier that Juggernaut's powers were diminished, and he realizes that Cain will drown unless helped. Xavier thinks about who of the team has enough strength left to perform a search under such turbulent water, and the comes up with the boy Sammy, whom he and the Beast have just recruited and who is still sitting in the back of the X-Jet.
Sammy dives into the ocean and swims for Cain's sinking form, all the while in bewilderment over the sudden changes in his life. Once he reaches the Juggernaut, he understands that Cain is willing to die. Sammy tells him that he can’t give up, and that the X-Men have this special school where they can help him too. Sammy goes on that Xavier is a good guy and he doesn’t care what somebody has done before. In fact he was ready to kill some kids from his school right before the professor arrived to pick him up. Sammy reaches out to the Juggernaut once more, and the big guy takes his hand.
Somewhat later, aboard the Blackbird Charles thanks Cain for helping to save the X-Men, and offers for him to stay at his school and recover. The Juggernaut is about to turn down the offer, but seeing the shocked expressions of everyone else, he reconsiders. He accepts, but tells Charles that he still hates him. Xavier replies that he still has hope for him. Juggernaut sits down beside Sammy, and tells him not to expect a thank you from him. The leather seat makes a "Froop" noise, or at least Juggernaut claims it is the seat. The Blackbird flies off into the sky as Sammy breaks out laughing, asking Cain if his power is "blasting holes through the seat of his pants".