Sins of the Father, part 2 of 3. 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...
Outside of Xavier's motel room, Gambit takes on a group of hired assassins. Charles himself saves Remy from an attack. He doesn't recognize the Cajun, but Gambit's own brain opens to Xavier and shows him what he forgot. Charles recalls an event from years ago when he disbanded the X-Men. The only one who didn't believe him was Gambit, saying that Xavier always comes back to the mansion and X-Men, he has nothing without them.
Gambit says that he knew Charles was alive because he heard through his connections in the New Orleans Assassins' Guild that someone offered money for Xavier's head. Remy shows Xavier a list of the people who are targets of this contract: Xavier, Cain Marko, Carter Ryking and Sebastian Shaw. Charles decides to go see for Carter's safety, the only one on the list who can't defend himself.
Carter's doctor gives Charles the news of his friend's death. Xavier says that he failed this time, but he believes that many more people are in danger and he has to save them. When Xavier and Remy walk out of the facility, Sebastian Shaw sits in the waiting room and gives a sit-rep to his boss, Roberto Da Costa. He notices Charles and Remy and follows them.
Twilight, the desert: Gambit and Charles are driving a car, going to the Alamogordo research facility, the place that connects Xavier, Marko and Ryking. Charles falls asleep and recalls his stepfather Kurt, Cain Marko's father, drunk and fighting with his mother. He says that Milbury would never let them leave the facility, that's why she was married to him. From what Kurt says, it appears that project was called Cronus and Milbury was looking for the mutant gene in the kids, the thing he needed for his project to work.
The hired assassins follow the car, but are being told to wait for the targets to stop. Charles suffers from a headache and they stop for the night. Xavier tells Remy that his parents and the others are responsible for their kids' bad luck—Cain becoming Juggernaut and Carter going crazy. He also tells him that he believes Mister Sinister was running the facility under the guise of Dr. Milbury, suspecting that he assembled people with the X-gene so he could do research on their children.
Xavier's headache gets worse and he watches a vision of an army man in a wheelchair giving a speech to a squad. His soldiers are revealed to be the X-Men and he orders them to go into battle. All of them die by an unseen enemy. Their commander tells Charles that he always sacrificed young people for his dreams. He says he's "A potentiality," but soon he'll "become so much more."
The assassins attack Charles and Remy. Gambit saves the Professor and goes into a fight, but this time they manage to stop him from gaining the upper hand and he seems hopeless. Xavier crawls on the desert sand away from the fight, suffering from pain. A memory hunts him, of himself as a kid standing in front of Mister Sinister holding a scalpel.