Nightcrawler must confront past demons in his battle with Red Queen. Meanwhile, London burns and Jean Grey and Cyclops finally arrive at Muir Island. But will their arrival prove too late?
As London burns, the Red Queen, Margali Szardos, is fused with the head of Douglock, whose body is serving as a conduit to a devil beneath the city. Excalibur flies through the flames into the city, past the Black Air headquarters, the Blackwall. Pete Wisdom sees his old nemesis Scratch running away from the building and tells Nightcrawler to open the hatch. He says goodbye to Kitty, nearly kissing her and jumps out the hatch after Scratch. Nightcrawler preps the team before they do the same into the Black Air building.
On Muir Island Moira is surprised as Amanda Sefton falls from the sky out of nowhere. She warns Moira that her mother, Margali the Red Queen is about to do something horrible. The last time she had seen her, Margali had killed every magician ahead of her on the Winding Way, the required path for magicians to wield greater power, and said she would suck the Devil under London dry of its power. The X-Men arrive- Cannonball, Cyclops, Jean Grey, Psylocke, and Archangel. Jean informs Moira that Xavier lost his mind and became Onslaught. Cyclops asks Moira about a room underneath Muir that would help them. Moira believes there is Shi'ar technology in a crypt she had built as a favor to Xavier.
In London, Ms. Steed killed the Black King who apparently had gone insane as a result of their scheme to tap the Devil's power. Brian Braddock, back in an augmented Captain Britain suit immune to psychic attack, was saved from the same fate. He senses Mountjoy behind him, who has taken Scribe as a host. Mountjoy holds Braddock and tells Steed to kill him.
Excalibur enters the Blackwall only to find Black Air's security forces killing each other, driven mad. Colossus takes care of them while the rest of the team moves on.
Beneath Muir Island, Cyclops and Jean Grey are escorted by Moira into the crypt where they are greeted by a holo-projection of Xavier next to a floating suit. Moira remarks that the room recognized their "brainprints" and unlocked Xavier Protocol 000. The projection explains that Xavier created some defenses against his own psychic abilities in case he became a mortal threat to the X-Men and must be stopped and offers blueprints for the suit. Archangel enters the room to let them know that Amanda Sefton has left and the projection, recognizing Warren Worthington, displays Xavier Protocol 021. To their shock, its Xavier's plan in case Wolverine has become a danger to life. The projection explains that Wolverine's head must be severed and removed from the vicinity of his body. Jean cries that Xavier was plotting ways to kill the X-Men when he went to his study.
Back in London, Wisdom chases after Scratch and the two exchange volleys of their powers.
Amanda Sefton, exhausted, teleports herself across England trying to get to London.
At the Hellfire Club, Ms. Steed prepares to psionically skin Captain Britain but not before he manages to knock Mountjoy off of him. He projects his force field at Steed, knocking her out. Meanwhile in the Blackwall, Excalibur runs into some techno-organic Warliquids and Meggan takes care of them as the rest of the team moves on. They then run into the Red King who threatens to kill them if they try to pass him. Nightcrawler tells Kitty to take Wolfsbane and phase through the door and that he'll oblige the Red King in a sword fight. Nightcrawler swiftly defeats him.
Wisdom and Scratch continue their battle in a toy store and come to a standstill in which both is one strike from killing the other. Mountjoy fires some mutant killing bullets that slowly penetrate Captain Britain's forcefield.
On Muir, Psylocke and Cannonball enter the room and Xavier Protocol 193 plays, explaining that Cable should be attacked by exploiting his techno-organic virus. Moira has heard enough and downloads everything and gives it to Jean.
Back at Black Air, Margali is unwillingly bound to Douglock's head. Kitty tries to hook a laptop up to him. Amanda teleports in and tells Nightcrawler the power source is a demon beneath London. Kitty gets access to Douglock, (who is apparently Win95 compatible), and deletes the newest file. Meanwhile, Captain Britain shuts up Mountjoy and knocks him out with a punch.
Wisdom and Scratch's standoff continues when Lockheed flambes Scratch and speaks to Wisdom saying "I still 'ate yoo".
Douglock is back to consciousness but is hardwired to the tomb beneath London. Nightcrawler teleports the team to the tomb, Wolfsbane severs Douglock's link to it, and Amanda attacks the Devil, sealing it in the tomb. Margali fades away. Excalibur leaves the Black Air building triumphant.