X-Men #80

Story continues from The Uncanny X-Men #360

Sixty miles from Cape Citadel in Florida, within the abandoned government facility that the ersatz X-Men (Grey King, Rapture, Mercury, Xaos, Crux and Landslide) are using as their base, Shadowcat (Kitty Pryde) tries to elude the mutants. Professor Charles Xavier, acting very much unlike himself, has ordered his new team to seize her so she may be "catalogued and stored." Moving out of the range of the Grey King's power-negating abilities, she phases through the floor to an underground level. As she seeks a way out, she hears someone moan for help.

Miles away, the true X-Men (Storm, Wolverine, Rogue, Colossus, Nightcrawler ahd Marrow) are recovering from a crash landing in the swamp, after their craft, the Blackbird, was shot down by Mercury. They're able to walk away, all except for Nightcrawler (Kurt Wagner), who has suffered severe injuries.

The impostor X-Men are in to Florida to stop the imminent launch of the Benassi rocket, whose top secret payload is a weapon designed to eliminate Earth's mutants from space. Complicating this is the fact that the rocket is powered by nuclear fuel, which would prove disastrous should they succeed in destroying the vessel within the atmosphere.

One of the scientists involved with the rocket, Dr. Peter Corbeau, had opposed the project. Later, he was abducted by the false X-Men. It is he whom Shadowcat finds in the bowels of their base, injured in his escape from them. He warns her that their leader, whom they refer to as the Founder, is not Charles Xavier as he appears to be, and that they must be stopped from destroying the space vessel. Their mutant captors then find them and give chase again.

Back in the swamp, the X-Men jury rig a stretcher on which they can carry Kurt. They intend to resume their search for the impostors despite the fact that, besides Kurt's injuries, their powers had been dampened by the Grey King and they're still recovering.

Elsewhere, Shadowcat sneaks into a copy shop near the Founder's base and covertly uses their computer to contact S.HI.E.L.D., warning them about the mutants' plan. She then continues toward Cape Citadel, unaware that her teammates are also approaching from the opposite side. Nightcrawler claims he is able to walk and they continue.

Having phased herself through the fences and walls of the launch facility, Shadowcat reaches the control room. Before she can do much, though, the bogus X-Men attack Cape Citadel; Landslide and Xoas pursue her, Rapture and Mercury hold the mission control staff at bay, and the Grey King and Crux approach the rocket.

It is then that the real X-Men join Shadowcat and commence to battle the invaders. She warns her teammates that their opponents are well-versed in the true X-Men's backgrounds and abilities, being under the guidance of the man claiming to be Professor X.

With Rapture and Mercury having left to join the fight, two particularly anti-mutant mission engineers take it upon themselves to activate the launch. However, the blastoff is put on hold by "Professor X", who states the craft will not go up until he gets from it what he came for.

He then enters the battle zone, bringing a halt to the conflict as he explains his motivations: he intends to take the mutant locating component from the satellite to suit his own purposes, rather than let the government initiate the mutant killing defense network that is the goal of this launch. However, the look in his eyes, his expressed lack of concern for humanity and Wolverine's senses all tell the X-Men this is not their mentor. Wolverine lunges at the "Professor", but is repelled by electricity discharged by him as he sheds his guise.

Meanwhile, the Grey King has taken the opportunity to breach the rocket's hull and secure the satellite. The Founder then psionically reactivates the launch, despite the fact the X-Men are gathered within the blast zone. Shadowcat saves her team by phasing them down into the tarmac until the flames die down. After re-emerging, Rogue borrows the powers of Wolverine, Colossus and Nightcrawler to chase down the disabled spacecraft, while the rest of the team go after the bogus X-Men to retrieve the stolen satellite.

They take out their opponents one by one, leaving only the Grey King who is telekinetically carrying the satellite. Using a 'fastball special', Colossus hurls Wolverine at the Grey King, and the impact forces him to drop his burden. It crashes to the ground below.

At the same time, Rogue has reached the faltering rocket, forcing it to fall harmlessly into the sea. In defeat, the Founder says, "program: abort" and he dissipates, leaving the victorious X-Men to briefly speculate who these faux X-Men are and where the real Professor X is. But with federal forces approaching to investigate the crisis, leaving the scene becomes their priority. As luck would have it, the very jet Mercury piloted to shoot down the X-Men stands nearby, and soon the team takes off for home.

Shortly, the ersatz X-Men, gathered in defeat, are rejoined by the Founder. Telling them he loves them, he discorporates their bodies and absorbs their essences into himself as he alters his form. Now sporting a metallic, robotic body, he states his intent to destroy Professor Xavier and the X-Men in his true guise, Cerebro.