Sabretooth is going mad -or at least he is in his own mind. Xavier is using his powers to see what is going on in his head. Sabretooth is thinking about how humans and mutants don't get along but he then thinks of Wolverine and manages to break the link with the Professor. Later on, Cyclops explains how they beat Magneto at the missile base but he wanted the X-Men to join him is his plans for conquest. Whilst the X-Men want peace between mutants and humans, Magneto wants the opposite.

Xavier then shows all of the X-Men a restrained Sabretooth and explains that he has been seeing what is on his mind and trying to suppress his rages, although there are some parts of his mind he hasn't been able to access yet. Wolverine then goes nuts as he hates Sabretooth and Cyclops has to calm him down. Sabretooth tells everyone that he and Wolverine used to be friends but after some misunderstandings ....Wolverine then interrupts and says that Sabretooth wasted some of his friends for no reason and the two have been enemies ever since.

As lone as Sabretooth is here, Wolverine has decided that he isn't, and he storms off. Meanwhile Magneto is at his base of operations deciding where he can attack next. He needs somewhere populated to draw the X-Men out and decides on a chemical factory.

And soon the factory is under attack as chemicals are spilt everywhere and the workers run for their lives. Cerebro, the super computer at the institute, soon picks up on the ruckus and Xavier knows that Magneto is behind it. This time he'll go along to fight against his former friend and most of the X-Men head out on the Blackbird. Apart from Jubilee, who is told to make sure Sabretooth doesn't get loose.

Magneto is busy pondering on whether or not Charles will have done something about his hair problem (seriously) when the X-Men team burst in. Magneto is disappointed as he wanted to see Charles Xavier again, but Cyclops says he'll have to deal with them instead. He then blasts Magneto but his lasers have no effect.

Rogue attempts to drain Magneto of his strength but she can't even get close to him. Magneto then hits a barrel behind Cyclops which releases some toxic gas, putting him out of the fight. Storm gets blasted into a wall and Rogue tries to hold it up, but fails and it crumbles down on them both.

Magneto asks how many more must die for getting in his way when Xavier suddenly appears before him. Meanwhile Rogue gets up and removes the rubble off Storm, finding that she is alive and thankfully hasn't been hurt that badly.

She then sees Cyclops and has to help him by giving him mouth to mouth resuscitation which revives him, but in doing so she also absorbs his powers, giving her eye lasers that she cannot control. The only way she manages to stop them is thanks to Cyclops, who tells her to shut her eyes. Meanwhile Magneto offers Xavier one last chance to join him, so mutants can rightfully take over and rule the inferior humans.

Xavier refuses and he points out all of the destruction Magneto has caused, he does not want this. This infuriates Magneto as he just can't understand why Charles is trying to help the humans, the very creatures who want all mutants destroyed. He uses his power to knock Charles down and out of his wheelchair, saying that his demise is now.

But Xavier uses his power to link in with Magneto's mind and makes him think about his terrible childhood -we see that one day, young Erik Magnus came home to see his village under attack and that when he reached his home, it had been destroyed and his parents were dead. Magneto begs Charles to stop but he refuses, so Magneto blasts down a wall and flees from the factory.

Rogue brings Cyclops and Storm with her but she explains to the Professor that she cannot open her eyes due to having Cyclops' powers. Xavier goes into her mind and acts as a guide instead so they can all safely leave the factory. They get out just in time as the whole place goes up in several explosions.

Senator Robert Kelly makes a speech about how dangerous mutants are, especially after the attacks at the missile base and chemical factory. He says that the President has made a mistake by putting a stop to the Mutant Control Agency. But in order to correct her wrong, he announces that he is going to run for President and intends to put all mutants into camps. Jubilee and an angry Sabretooth are watching, the latter wanting to rip Kelly a new one.

He then apologizes to Jubilee, he has been trying to control his rages. She sees that Sabretooth has hurt his wrist and after some thought she loosens the clamp around it. She goes off to get some treatments for the wound but Sabretooth then grabs her and says that he isn't hurt at all and that he's been pretending that Xavier's help is working for him. Magneto ordered him to find the institute and now that he has, he'll take it over. And if Jubilee wants to live, she'll help him out.

She has to free him but after doing so Sabretooth decides to kill her anyway. Thankfully Wolverine then shows up, saying he's glad he didn't go too far away to let off some steam. This fight is between himself and Sabretooth only and his enemy agrees to let go of Jubilee, which he does by throwing her into a wall. The two then start to fight.

The other X-Men have returned, with Cyclops and Storm feeling better. Rogue has also lost Cyclops' powers but then they hear a lot of noise in the war room. Wolverine has Sabretooth down and is about to finish him off when Xavier arrives and tells Wolverine to stop, has he forgotten everything he has been taught about how useless revenge is?

Wolverine gets into an argument with the Professor and in doing so he fails to notice the fallen Sabretooth get back up and slash him. With Wolverine down his enemy attempts to rip him to pieces only to get blasted by Jubilee's fireworks, sending him through a wall. He gets up but decides to call it a day and runs off.

Later on Wolverine is in a bed and he is in a stable condition, he will get better. But Xavier apolgises, saying that he did not listen to Wolverine's warning about Sabretooth and that he let his passion for peace between mutants and humans get in his way and result in this happening. Not only that, but Magneto is also still out there, no doubt plotting his next move against humanity.

Up on a cliff, Magneto knows that Xavier has made up his mind in helping the humans. But Magneto also knows that there are other mutants out there, who will side with him instead. They will rise up and destroy Xavier together!


Again, Gambit is missing. But Jean Grey has also done a vanishing act.

When Xavier is looking into Sabretooth's mind, Marvel stars Deadpool, Maverick and Omega Red get quick cameos.