This story takes place in Manhattan in 2019. North America is a wasteland ruled by the Daemonites. It is revealed that the Daemonites on Earth went insane in anger and grief after learning that their homeworld had been conquered by the Kherubim. Still intent on conquering Earth, they stole Sentinel technology from the U.S. government and fused the technology with themselves, turning themselves into monstrous cyborgs who easily overpowered the combined human/superhuman/Kherubim forces which tried to stop them. By the time of the story's beginning, most of the Marve Superheros superheroes have either been killed or imprisoned, along with several Wildstorm superheroes.
Of the surviving superheroes, Savant,Voodoo, Zealot, Lord Emp, Mister Majestic, Warblade, Strom, Kitty Pryde, Jean Grey, and Cable are all prisoners of the Daemonites. Zealot, Cable, Jean, and Mister Majestic are segregated from the rest, subdued, and subjected to near-constant torture. The rest are held in holding areas patrolled by Daemonite guards. Emp is wheelchair-bound, and Storm is mildly deranged due to a severe attack of claustrophobia caused by being buried in a pile of corpses. All of them have had their powers shut off by living implants in their bodies, and those who are physically able are forced to perform horrific, demoralizing tasks such as examining corpses.
Grifter and Wolveine, who have survived the Daemonite takeover and are members of a resistance army, are shown making their way across the country from Canada to Manhattan to set off a nuclear bomb. After finding the corpse of Grunge, they encounter and defeat members of DV8 who have been conscripted by the Daemonites as border guards.
While this is going on, a plan put together by Kitty and Emp is put into motion. Warblade sacrifices himself by having Emp kill his implant; before he dies, he uses his power to surgically shut down and remove the others' implants. Savant, Storm, Kitty, and Voodoo then free Zealot, Cable, Jean, and Mister Majestic from captivity, and the final stage of the plan is put into motion: to erase the current timeline by going back in time and ensuring that the Kherubim do not reach Earth. This will keep the Daemonites from following the Kherubim to Earth, and will also eliminate the X-Men, which will take away the need to develop the Sentinels.
Using the time travel knowledge in Cable's mind, Jean psionically links herself, Cable, Emp, and Savant, and begins the process, but lacks the power needed to complete the task. The bomb planted by Grifter and Wolverine detonates, providing the energy that Jean lacks, and the psionically merged foursome destroy a Kherubim ship on the verge of reaching Earth. As the current timeline is erased, single panel scenes from each of the four stories are shown being destroyed. In the last panels, a young girl resembling Savant and a man resembling Logan are shown walking together outside a mansion resembling the X-Mansion.