Now, as the current team of X-Men (now consisting of members Quicksilver, Colossus, Rogue, Gambit, Sabertooth, Storm, and Iceman) stand around Weapon X and Magneto, prepared to defend their leader at all costs, Jean telekinetically lifts herself and Weapon X away into the horizon. Magneto is startled as she sends him a psychic message, telling him that she forgives him for his actions, and stating that, right now, Logan needs her more than the team does.

Meanwhile, in Spokane, Washington, Holocaust (formerly known as Nemesis, who was forced to wear protective life support armour because of previously sustained injuries) and Wolverine, a giant, muscular hunter-killer engineered by scientist Hank McCoy, finish the human cullings in the area. They leave the city a desolate wasteland of jagged remains and decaying corpses. Holocaust gives Wolverine a mission: since Weapon X and Jean Grey have left the X-Men, the team has been substansially weakened, and are open to an attack. Holocaust wants Wolverine to kill the closest X-Man to Magneto, for the pure sake of knowing that Magneto will suffer even more with the death of his most beloved team member.

Days later, the X-Men travel to Denver to hunt down a group of human bandits who have been terrorizing survivors in the area. The team finds the bandits as they are threatening a small family, and intervene before the threats turn to actions. A battle begins, with the X-Men easily defeating the bandits. In the shadows, two more bandits lurk, afraid to join the fray. Wolverine appears behind them and uses his mutant power to charge the two with a burst of rabid super strength and stamina, ordering them to show him what the X-Men are made of. During the fighting and to Rogue's utter horror, a non-metallic knife is hurled and lodges itself into Magneto's back. Gambit orders a full retreat, even though Magneto urges them to remain. Wolverine watches, amused, realizing that the closest to Magneto is either Rogue or Gambit.

Back in New Mexico, Magneto rests and heals, cursing the team for listening to Gambit's order. Gambit mentions to Rogue that the two must talk about something very important . . .

In Denver, Wolverine ends a brief leadership dispute with the bandit leader by smashing the man's skull. He then proceeds to take the reigns of the bandit group, telling them that they will attack the X-Men's New Mexico base.

New Mexico, once again. Gambit confides in Iceman that he is madly in love with Rogue. Meanwhile, Magneto and Rogue discuss strategy in the compound's command center. Magneto expresses his concern and dismay over losing Weapon X and Jean Grey, fearing that he cannot hold the team together forever. Rogue assures him that the rest of the team members will stay for all time, and that she truly believes that the X-Men do make a difference in the world.

Outside, Wolverine's forces move into position around the base . . .

Rogue enters Quicksilver's study and they recall Scarlet Witch's death. Quicksilver thanks Rogue again for being with her as she died. Gambit arrives and blurts out his love for Rogue, who runs out of the room, overcome with emotion.

In the lower fields, Magneto, Sabertooth, Storm, and Colossus are involved in a training session. Gambit tries to interupt to talk about Rogue's behaviour, but to no avail. After the session ends, Gambit tells Magneto that he believes Rogue is aftaid of commitment because of the fear that her absorbtion powers would limit their relationship. Rogue arrives, and she and Magneto speak privately, with Gambit promising to come back later. Magneto tells Rogue that he may have found a way around her absorbtion power: he generates a biomagnetic shield around his body, allowing Rogue to touch him. The experience moves Rogue to tears, who thanks Magneto as she holds his hand. Suddenly, Gambit leaps forth from the shadows, enraged that Magneto would dare to get that close to Rogue after he knew of his feelings for her. Rogue slaps Gambit for his selfish actions.

All of a sudden, the base alarm is activated. Wolverine's forces finally attack. The X-Men are able to handle the bandits, until Wolverine critically injures Magneto. Wolverine laughs, saying that he will risk Holocaust's anger and try to kill Gambit and Rogue himself. Rogue is faced with the choice of lifting either Magneto or Gambit to safety. She chooses Magneto, leaving Wolverine to smash Gambit. The full force of X-Men, having defeated the bandits, now attack Wolverine, only to find that he is nearly invincable. As Wolverine approaches Rogue for the deathblow, Gambit launches a last-ditch attack, punching him in the stomach. Wolverine taunts the X-Man at his laughable assault, until he notices something glowing behind his belt. Gambit explains to Wolverine, who listens with growing horror, that he charged a rock with kinetic energy and placed it on the evil mutant. Gambit kicks the murdering hunter/killer in the throat, sending him flying off a cliff, where he explodes in mid-air and is killed instantly.

Rogue asks if Gambit is okay, as he stands, a silhouette against the pale morning sky. Gambit states that it is ironic that, as soon as he found someone to love, they were already in love with someone else. Magneto and Rogue watch with sadness as Remy LeBeau walks off into the forest, alone once again.