The
Acolytes, now led by
Fabian Cortez, attack Camp Hayden, the headquarters for
Project Wideawake, a government
Sentinel program. The base is defended by government-sponsored mutant team
X-Factor and, as the battle rages, Cortez makes an offer to
Quicksilver to be the Acolyte's new leader, accepting his role as
Magneto's heir. The Acolytes leave after Quicksilver strongly declines. X-Force is approached by the mutant
Exodus, who brings an offer of sanctuary from an unknown greater power. It is revealed that the "sanctuary" (which is referred to as Avalon) is
Cable's former base of operations Graymalkin (now retrofitted with
Shi'ar technology), and the "greater power" to be the mutant Magneto, who was presumed dead after the fall of
Asteroid M. Cable teleports X-Force away from Avalon using the station's bodyslide technology, while he retrieves the sentient computer program Professor from the central core and activate the auto-destruct function. However, he is only successful in the former objective, as Magneto prevents him from fulfilling the latter, and Cable very nearly loses his life in a lopsided battle before teleporting himself out. The mutants Rusty and Skids, who were cured of their brainwashing at
Stryfe's hands by Magneto, elect to stay aboard Avalon. While the
X-Men are burying
Illyana Rasputin (who died from the
Legacy Virus), Magneto and the Acolytes crash the funeral, stating their intentions to wipe out humanity from Avalon, their space station.
Colossus, distraught over his sister's death and faltering in his faith in
Professor X and his dream, joins Magneto and the Acolytes. The UN Security Council activates the Magneto Protocols, which uses a network of satellites to create a barrier around the planet that will prevent Magneto from using his powers from within. Magneto retaliates by unleashing an
electromagnetic pulse on the Earth that creates havoc on the world's electrical systems. Professor X dons a Shi'ar exoskeleton that enables him to walk, and assembles
Jean Grey,
Gambit,
Rogue, Quicksilver, and
Wolverine to go to Avalon and stop Magneto. Arriving via Shi'ar teleportation device, the team boards Avalon and disables the station with a virus created by
Beast. Magneto engages the X-Men in battle, and in a fit of rage after nearly being gutted by Wolverine, tears the
adamantium out of Wolverine's skeleton. Professor X, enraged by Magneto's actions,
mindwipes Magneto, leaving him in a coma. The X-Men race back to Earth to treat Wolverine, while Colossus stays in a devastated Avalon to care for the comatose Magneto. As the Blackbird returns to Earth, it runs into rough turbulence. Flashes of Wolverine's consciousness are shown as he struggles to stay alive. The X-Men on Earth watch in horror as the crew frantically tries to stabilize the ship and care for Wolverine. The ship's hatch opens, and Wolverine sees himself "going towards the light", but he is pushed back. He awakens in time to prevent Jean Grey from getting sucked out of the Blackbird. The X-Men land on the Earth safely. As Wolverine recovers from his injuries, he and the X-Men learn that his claws were a part of his actual skeletal structure all along, as he now possesses claws made of bone. On
Muir Island, the X-Men use
Shadowcat to lure in Colossus in an effort to heal his head wound (caused by the
X-Cutioner), which they believed was responsible for his defection. The ruse works, and while
Nightcrawler fends off the Acolytes' attempts to reclaim their ally, Professor X and
Moira MacTaggert heal Colossus using Cyclops' optic blast. Once again able to return to his human form, Colossus remains with the Acolytes to keep them in check. In the interim, Jean makes peace with her future-daughter,
Rachel Grey. ==Aftermath==