Professor Xavier is engaged on the Astral Plane. The X-Men rush in, thinking that Xavier is unconscious. While the X-Men debate on whether to wake him, Xavier breaks free of his trance and informs the X-Men of Magneto’s plans. The X-Men head to Santo Marco to stop Magneto.
At Santo Marco, the X-Men come face to face with Magneto’s new Brotherhood of Mutants: Toad, Quicksilver, Scarlett Witch and Mastermind. Beast gets thrown off the wall by Toad while trying to climb into Magneto’s palace. Angel is captured, but Cyclops creates a distraction by blasting the roof off the building, forcing the Brotherhood to retreat.
The Brotherhood’s retreat allowed Cyclops, Angel and Iceman to enter the palace. Suddenly, the armour comes flying off the wall. Cyclops and Iceman step in to defend, thinking that Magneto sprung the attack. It turns out to be their teammates Marvel Girl and Beast.
Their reunion is cut short by a sudden blast of flames. Xavier appears through the flames, alerting them to the illusion of fire that Mastermind is creating. The illusion wore off and the X-Men hurry towards Magneto’s command centre.
In the command centre, Magneto has set the island to detonate, and commands his Brotherhood to evacuate. Scarlett Witch is appalled that Magneto would allow millions on the island to die. Quicksilver pushes his sister, the Scarlett Witch, down the magnetic tube, and rushes back into the command centre to defuse the bomb on account of his sister’s pleas.
Xavier, knocked unconscious from the explosion of the booby-trapped door, finally stirs. But Jean discovers that Xavier is unable to communicate telepathically with her, and have lost his powers due to the explosion. Despite his condition, Xavier still wants the X-Men to go after Magneto having relinquished leadership currently to Cyclops, but Cyclops insists that Xavier be taken back to the mansion first.