Professor X is trying to rebuild memories of his past using other people's minds. But the past is coming back to haunt him in another way, as a swathe of tragic deaths turns out to be linked by only one factor: Brian Xavier, the Professor's long-dead father. And solving the mystery means paying a visit to the Hellfire Club...
Juggernaut is sleeping in a shack located in what appears to be the southeast. He awakens with a start as he can "feel" someone trying to pry into his mind. He yells at his invisible foe that just because he's sleeping doesn't mean he's an easy target. As long as he has the helmut on, nothing is getting through. He does acknowledge that the psi-powers were stronger than anything he's felt before, even those of his step-brother (Charles). He vows to locate and deal with this person.
In a motel in New Mexico, Charles dreams of his twin sister, Cassandra, while they were in the womb. He tells her that he believes looking into the live of their father, Brian, will give him some answers. She tells him he's just looking for trouble. She continues to chide him and remind him of the failures of fathers when he awakes.
At the Ryking Secure Psychiatric Facility, Charles visits his childhood friend, Carter Ryking. Their fathers worked together when they were young. The doctor tells Charles that his condition was worsen since he lost his abilities after, what the papers called, the M-Day Decimation. He tells Charles not to expect much.
Inside his room, Carter is mumbling a childhood rhyme as he counts tally marks he's written on the wall. Immediately he recognizes Charles and acknowledges him. He tells Charles he's counting down the days and it seems he's down to one. Finally he tells Charles he can look into his mind.
Flashback to their childhood. Charles and Carter are playing as Brian Xavier and his wife, Sharon, talk about the tests he wants to perform on Charles. She's not too keen on them but he says that Charles has the "X form of the Allele." He says Charles is the next thing to come after humanity and if the tests hurt, so be it.
Switch to the office of Dr. Milbury as begins giving them a series of injections. Milbury begins chanting the rhyme Carter had stuck in his head. Charles asks Milbury why they need so many tests. Milbury says it has to do with immortality and that his genes will live forever. As he bends over, a red diamond shape appears on his forehead.
In the present, Charles asks Carter about the mark on Milbury's forehead. Carter says it was always there. It was made of energy and only he could see it. Charles says he'll return the next day to talk some more. Carter utters some more rants about the rhyme and mentions they're down to one.
Charles walks to his rental car and thinks. He thinks about the geneticists that were gathered back then: his father, Kurt Marko, Irene Adler, and Dr. Milbury. As he approaches his car, he senses he is being watched. Someone is looking at him through the scope of a sniper rifle. He can't get any information off of them because they appear to be using a mind-shield. Charles sends a flock of pigeons to distract the man as he drives away.
At the Hellfire Club in Manhattan, Da Costa is coming down on Sebastian Shaw over the device that went off and fried the brains of two of his men. Shaw says it doesn't have anything to do with the Hellfire Club or his position in the inner circle. He says the device belong to his father. His father wasn't a remarkable man but did belong to the English chapter of the Hellfire Club. He never spoke of those years but told Sebastian to keep the device close to him before he died. Da Costa tells him to look into it and report any further information directly to him.
At the psychiatric facility, Carter is yelling about "his eyes." The orderlies try holding him to sedate him. Carter repeats one several times then reaches zero. As he does, his eyes roll back and he's out. An orderly says he's dead.
Charles is back in his motel room thinking about his father, Marko, and Dr. Milbury. As he tries searching for answers, his mind wonders to a time with Jean (as Phoenix). She talks about life and preparing for death. This conversation makes Charles think about right before his "death" with Bishop firing upon him.
He can sense that something is going on outside his room. He tries searching but can't sense anything more. Some costumed men cut the lines to his room and prepare to enter. Before they can, a charming man with a cajun accent is there waiting.