With the demon N'Astirh seemingly destroyed, the combined forced of the X-Men and X-Factor are surprised to not only find that the Inferno spell is still in effect over Manhattan, but that the Goblin Queen still has all her powers and is holding Marvel Girl as her hostage. Before the two groups of mutants, Madelyne tells her estranged husband Cyclops that she is doing all this for revenge against all those who destroyed her life, which she maintains was nothing more than borrowed from others, alluding to the fact that she was not born by conventional means. When Colossus points out that the gate to Limbo has been closed and N'Astirh defeated he tells her to give up her mad quest. Madelyne refuses, having her own horde of demons to command and that she still intends to sacrifice her son Nathan.
When the two teams attempt to attack, Longshot's tainted luck powers cause the group bad luck, causing them to bump into each other, while fighting the Goblin Queen's demons. This leads to the two groups getting into blows once more, as Cyclops and Storm battles Storm once more calls X-Factor mutant hunters saying that they had recorded media reports following their missions to allow them to keep tabs on X-Factor's operations. When Scott wonders why they didn't know that X-Factor revealed their true purposes recently, he asks her who was keeping the recordings for them. Storm realizes it was Madelyne who did, and sees how the woman had deceived the X-Men, and has likely been making sure that he two groups would not come into contact with each other for quite some time. When Cyclops attempts to attack the Goblin Queen, the evil sorceress uses her powers to move the demonically transformed father of Jean Grey to deflect the blast. Storm's similar attempt to try and strike Maddy down is blocked.
The Goblin Queen then convinces Dazzler and Longshot (still tainted by the Inferno spell) to help her in exchange for being "stars" of the battle. With magically created spotlights following them wherever, the two agree to help, attacking Dark Angel, blasting him out of the sky and in Maddy's proximity. She uses her magical powers to break Warren's resolve and transform him into a demonic form before he passes out. She then unleashes her full magical fury and sends the demons after the X-Men and X-Factor. As the mutant groups fight through the demon hoards, the Goblin Queen orders Havok to slay his brother Cyclops. Alex, very much in love with Madelyne now and under her thrall willingly attacks his brother. When Longshot and Dazzler attempt to try and kill Cyclops at all they are swept away from Storm.
Dark Angel meanwhile manages to shake off Madelyne's influence and uses his wings to cut the magical restraint that has been keeping Jean under Maddy's thrall, this also causes some sort of magical feedback that allows Wolverine to shake off Inferno's influence on him and regain his control. As the other members of the X-Men and X-Factor are busy keeping Dazzler and Longshot under wraps, Cyclops and Havok battle it out. While Havok does not listen to any of Scott's attempts to talk sense into him. When Alex puts himself at risk of being buried under rubble, his gambit works out when his brother saves his life allowing Alex to knock him out. Jean meanwhile has shaken free of the Goblin Queen's control and the two are locked in mental combat, and Maddy creates an impenetrable force-field around the two women and young Christopher Summers so that the others cannot interfere with their final battle together. As the two women battle it out, Madelyne once more begins to allude to the fact that she was artificially created. Jean wars on, furious that between the Phoenix Force and Madelyne portions of her natural course in life have been usurped by other people.