The issue opens with Charles Xavier's idyllic dream of a picnic with his students. The dream warps into a nightmare, courtesy of new Acolyte Rem-Ram's powers - as boosted by Fabian Cortez.
Rem-Ram also drops in on the sleep of Rogue and Wolverine, but his plans backfire when his manipulations jolt Xavier awake. The Professor wakes his team from slumber and sends them to engage Cortez and his Acolytes.
In an interlude, Quicksilver pays a stealthy visit to Joseph in Israel. Quicksilver struggles to reconcile his perception of his father Magneto with the reality of Joseph - who appears to be younger than Quicksilver, and certainly more compassionate than Magneto. Quicksilver slips away as quickly as he arrived.
Meanwhile, the Acolytes turn the tide against the X-Men in the midst of the battle. Cortez amplifies Marrow to sprout bony growth in every direction, while Barnacle encases Storm (and even a phased Shadowcat!) in a carapace shell.
Quick work by Nightcrawler and Xavier pushes back the Acolytes long enough for Storm to clear the battlefield. Cortez makes a last ditch effort to amplify Rem-Ram's powers enough to break into Xavier's conscious mind, but Rogue delivers a finishing blow to Cortez before he can succeed.
The other Acolytes are shocked when Xavier willingly repairs the damaged psyche of his assailant, Rem-Ram. While Cortez flees, the remaining seven Acolytes request asylum – and are denied by Xavier!
Rogue expresses her shock at Xavier's repudiation of willing students, but Charles reveals his true purpose in refusing them: Cortez's mission was in search of the true Magneto (and the truth about Joseph), and Xavier wants to track the villains to their next destination.
In a single-page epilogue the (seemingly) true Magneto approaches a small group of “the best” Acolytes, lead by Amelia Voght in the Netherlands. He pulls her aside, and assigns her a special mission: protect Quicksilver and Scarlet Witch while he “burn[s] the blight of humanity off the face of the planet forevermore!”