Battered by Sinister, the X-Men retreat to the mansion to lick their wounds. But in the war for the future of mutantkind, the battle never ends. The school is overrun by a mysterious new player who enlists one of the X-Men’s oldest foes. And when Cyclops learns who has the baby, he’s forced to make a tough decision.
Wolverine tries flying his battered teammates back to the mansion after "getting their butts" handed to them by the Marauders. His healing factor is starting to kick back in but he is still in pain as he tries piloting the Blackbird. Nightcrawler is alive but unconscious. They wonder why Emma was cut off from them. Storm wonders if it's Cable's doings that they cannot contact anyone at the mansion.
Back at the Xavier Institute, Emma is down. Cyclops tells Beast to take her to away as he and Bishop fight off the Sentinel that is attacking the mansion. The Sentinel is joined by a second, both with new programming recently installed: "Destroy all mutants."
Warpath crashes out his bedroom window, blades in hand. He always figured it'd be a matter of time until they turned on them. Hepzibah isn't too happy to lose her bedmate. Cyclops asks Bishop if there's a way to shut down the Sentinels but he can't get a signal to them. As they try to coordinate their next move, Nezhno, all powered up, begins to attack the Sentinels. Cyclops tries ordering the "stupid kid" back but Bishop comments on the fact that Nezhno was able to knock it back a bit. Cyclops says if he continues at his enhanced size, he's bound to kill himself. Beast carries Emma down to his lab. On the way, he finds the Stepford Cuckoos unconscious in the hallway. He figures if they and Emma are down, it can't be a coincidence. Cyclops tries protecting Nezhno as Warpath and Hepzibah manage to finish off one Sentinel.
In Antarctica, Mr. Sinister and Mystique make their final checks so that they can abandon this base. Sinister states that all the data he has was automatically transferred as soon as they were attacked. Mystique wonders why he isn't bothered about the attack. Sinister says that the X-Men were there because they believed that he was in possession of the baby. This means that the baby must be unprotected. The baby is, in fact, on the run with Cable. Cable is running somewhere as the baby simply cries continuously. He tells the kid that the crying continues, they're bound to attract predators...
The fight continues at the mansion. More Sentinels are on the scene. Cyclops checks with Dust to see if she is up to entering a Sentinel to see what is going on inside. Another Sentinel is taken out as the Blackbird piloted by Iceman bringing back the "new" X-Men from D.C. flies through its head. X-23 tells Mercury to make sure Hellion gets taken to the medical bay (if it's still intact) as she jumps out of the plane. She lands on a Sentinel and begins slashing and hacking away at it.
Down in the lab, Beast sees Cannonball, who is still recovering, moving the Professor. He tells Hank that the Professor grabbed his head and screamed before passing out. Beast now knows that all their telepaths are being taken out. He just doesn't know why or by who.
Outside, Nezhno is hit by a Sentinel blast as it says, "Mutant neutralized." Bishop comes up to him and curses. Iceman freezes the head of one as Cyclops blasts and cuts it down. Dust has managed to enter one. She sees a robotic entity inside and asks what it is. The creature responds that it must terminate all mutants. Lifting its hand, it fires a blast at Dust that sends her sand form shooting out of the Sentinel. She screams out to Cyclops and tells him that they are not being piloted by humans. As she tries to explain further, it comes out and announces that their mission is a failure and initiates an escape sequence to the others. X-23 is near one as it sets to leave. She jumps on it and stabs it with her claws. There is a blast of feedback and they are both down. The remaining one looks down at the X-Men and tells them they will be terminated "in due time."
As they try to tend to the injured, the other X-Men arrive. Wolverine meets with Cyclops noticing that they too got their butts handed to them. Cyclops informs him that the O.N.E. pilots were infected somehow by the Nano-Sentinels that Cassandra Nova created. He says that everything has been destroyed. Wolverine says that not everything has been. Cyclops says that they have a bunch of injured, the telepaths have been taken out, and their only healer, Elixir, was injured by a falling wall. Wolverine wonders if Cable could have unleashed the Nano-Sentinels like a virus. Cyclops says that it is possible and he had access to samples. He has no idea what Cable is up to and has to assume the worst. He tells him that Bishop is meeting at O.N.E. headquarters to inform them what happened. No matter what they decide, Cyclops feels it is time to up the ante. He tells Wolverine that they have their backs up against the wall and need to take a more offensive position. Their entire race is threatened as their only hope, the baby, is in danger. He has decided that they need a team that will handle the dirty jobs that need to be done. These are desperate times and Wolverine is the one to handle the mission of finding Cable and taking the baby away from him, doing whatever it takes.
Wolverine assembles a new X-Force. The roster he chooses includes Warpath, Hepzibah, X-23, Wolfsbane, and Caliban.
Continued in X-Factor #26.