Magneto gives the world an ultimatum - cede total political control to him and disarm all conventional and strategic weapons, or he will end life on earth as we know it! But rather than his previous maniacal plots, he now sees himself as mankind's future benevolent dictator! The Soviet Union does not take kindly to these threats, and the nuclear submarine Leningrad is ordered to launch nuclear missiles at Magneto's island. He disarms and disposes of these menaces, and then destroys the submarine in retaliation! Additionally, he uses a device to allow him to cause an eruption in Varykino which totally destroys the city, although no lives are lost (he allows it to proceed slowly enough for an evacuation to occur).

Shortly thereafter, the Blackbird is flying over Magneto's island when their controls are overloaded by a magnetic pulse. Wolverine goes flying forward into Storm, knocking her unconscious, as the Blackbird goes into a power dive. Storm finally wakes up moments before impact and manages to blunt said impact, but the Blackbird is still lost beneath the waves!

Professor X, Moira, Peter, and Carol are on a boat not too far away, and notice that the Blackbird was over Julienne's Cay when it went down. They hypothesize Scott and Lee may have also ended up in that vicinity. The X-Men are at that time disembarking the Blackbird in scuba gear, all except Colossus (because he doesn't breathe in armored form). This soon proves a mistake, as he suddenly reverts to his Peter Rasputin form and cannot change back!

Night time. Lee leaves Scott sleeping to go for a walk near the water. Wolverine grabs her ankle and pulls her in. She identifies herself as a friend, recognizing their codenames from Scott's descriptions. The X-Men haul Peter out of the water, and Logan and Kitty perform CPR, reviving him. Wolverine goes scouting, but his senses are dulled by the inhibitor, and he walks right past Scott! Reunited, Scott tells them what Magneto plans and comes up with a way to thwart them, even without their powers.

The men head for the machine which allows Magneto to create eruptions, intending to disable it. The women head for the computer room - hopefully to disable the power inhibitor. Ororo notices another door and discovers Magneto sleeping. She contemplates murdering him.

Back at the machine, Wolverine goes to work cutting support beams, with a deadly fall averted by Nightcrawler's acrobatics.

Ororo realizes she cannot kill him, and just then Magneto awakens, sees Storm with a knife, and thrusts her out the window! Realizing where Storm is the other X-Men cannot be far behind, he suits up. Just then Professor X confronts him on the astral plane - it is a fierce battle of wills, one Magneto wins by bringing Professor X's physical body into his inhibitor field with his magnetic powers!

Wolverine has just sliced through the last support, sending the machine down a deep pit, when Magneto walks in on them. He casually reassembles the device using his magnetokinesis, and makes the X-Men his prisoners.

Storm, her cape caught on a projection, comes back to consciousness far above the ground. She climbs back in through a window and smashes a computer, destroying the inhibitor. Scott, realizing his powers are coming back, he distracts Magneto so he get a full power blast against him, momentarily stunning him. He frees himself and the other X-Men, but Magneto is back on his feet. The X-Men hold their own for a little while, but Magneto is too powerful. Cyclops instructs Kitty to destroy the computers, and Kitty runs off while the X-Men continue the battle. Magneto has the X-Men on the ropes when suddenly the computers start exploding! Magneto, furious, rushes to confront whoever did this. Kitty, frightened, tries to phase through him, but Magneto ruthlessly responds with a jolt of electricity, almost killing her! Thinking he has in fact killed her, Magneto is snapped back to his senses, and starts talking to himself about his past.

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