On the verge of Magneto's final stand against humans, the X-Men request him to save a dying Professor X. What choice will he make?

The origin of Mr. Sinister is revealed, as Dr. Xavier attempts to stop Essex before he goes too far.

Sam Guthrie's parents have contacted Professor Xavier about their son's mutant powers.

While visiting the grave of a friend in an Army Cemetary in France, Wolverine remembers a mission he did for him, while battling the Nazis and Red Skull with none other than Captain America on his side.

Fabian Cortez kidnaps Jubilee because Apocalypse is trapped in Astral Plane and needs a host body.

Jubilee leads a group of school children on tour of a cave on Mansion property, only to be caught in a cave-in. As the water in the cave rises, she keeps the kids calm by spinning a medieval fairy tale of knights, princesses, trolls, and dragons. Some of these characters might just seem to resemble the X-Men. As she tells the kids the stories, the real X-Men arrive and save them.

Spectacular preparations for Storm's wedding to Arkon proceed quickly.

The alien Arkon comes to Earth and begs Storm to return with him to his planet, to save it from meteorological chaos which threatens his people.

Graydon Creed tries to return to the friends of humanity by capturing and delivering his mother and step brother who are both mutants. Nightcrawler gets a mysterious message that his birth mother (whom he never knew) is in trouble. He turns to Wolverine, Rogue and Jubilee for assistance. Together they infiltrate the Friends of Humanity compound in search of his mother. The plot thickens when one of the team members recognizes Nightcrawler's mother's voice.

Longshot, rebel from another world, tumbles into this world with no memory. He is discovered by Jubilee who takes a liking towards him and they both find themselves on the run from Mojo and his hunters.

Cyclops, still in mourning after Phoenix's death, quits the X-Men and returns to the orphanage he grew up in and encounters his friend Sarah. Cyclops suspects foul play of Zebediah Killgrave, Sarah's wealthy benefactor as he begins to adopt mutant children for an unknown purpose.

Omega Red, the destruction machine from the former Soviet Union and a sworn enemy of Wolverine, is thawed and sent two miles beneath the ocean to salvage a disabled, toxic nuclear submarine threatening to break up near Hawaii. His only condition: Wolverine and Storm go down with him as insurance.

Planet earth is under attack by the Phalanx, a race of techno-organic aliens seeking to assimilate all life on earth. Warlock, Beast, Forge and Mr. Sinister, and Amelia Voght develop an anti-virus and a plan to administer it at the phalanx core. They recruit Magneto and he is able to obtain a phalanx sample. Hodge explains to them what the Phalanx is doing and how he came to be part of them. The group enters the Spire of the Phalanx and attempts to rescue the others and eliminate the phalanx with the anti-virus.

The X-Men are attacked by the Phalanx, a race of techno-organic aliens seeking to assimilate all life on earth. The alien Warlock allies with Beast, Forge, and Mr. Sinister to defeat the Phalanx.