The demon lord Belasco has pulled the Xavier Institute into Limbo, but he's not after the X-Men... he's come for the New X-Men. With their leaders cut off, most of the team captured, and a group of students thrown into the demon infested wastelands, all hope seems lost. But the kids aren't alone in Limbo... and things are about to get much, much worse.
After Blindfod's scary story, the New X-Men are all doing different things. Mercury is having nightmares, Santo is with Anole and the others that heard the story, X-23 is destroying robots in the danger room, Dust is praying and Elixir and Prodigy are talking.
In the background of the last few issues, Elixir had been trying to learn more so he could better use his powers. It seems as if he figured it out. Elixir touches Prodigy's eyes and they begin to work better, he no longer needs his glasses.
Outside, a ONE Sentinel watches Hellion and Surge talking. As Surge is yelling at him for going off on a dangerous mission with X-23, the building behind them explodes. Hellion protects them from the initial explosion with a telekinetic shield before trying to go inside. His efforts fail and he tell Surge that there's some kind of barrier blocking him.
The scene changes to show the rest of the New X-Men. They're all chained up and surrounded by goblins, trolls and other monsters but their location is unknown. The sky is red and stone building fill the background. None of the children can remember what exactly happened or how they got there, just that there was an explosion. They're also all cut off from their powers.
Suddenly, Belasco appears from what looks like a green portal. He speaks to Prodigy and asks them where "she" is, but of course, he doesn't know who he's talking about. Nearby, X-23 tells one of the students capable of astral projection to fly up. Laura can see that far above them, further than normal eyes can see, the school is still there. Elixir says he can heal anyone who gets hurt, no matter how bad it is, but Laura tells him that no one will be hurt, just killed.
Somewhere else, Santo and a group of younger students stand around confused. One of the kids say they're in limbo and others look to Rockslide for guidance. Blindfold says that "She" will come, but not in time. She also says that they must protect Pixie. Just then, they're all attacked by monsters. The students fight but things start to look bad. Rockslide tries to shoot his fists (despite Blindfolds warning that "It doesn't work anymore") and explodes. While everyone is distracted by this, Anole gets his arm ripped off. Before the monster can continue its attack, its head is disconnected from its body. Blindfold says, "She is here. The Darkchild is here." Behind the dead monster now stands a girl with hoofs, horns, a tail, a large, blood-covered axe, and a green demon on a chain leash.
Back with Belasco and the other New X-Men, Prodigy is questioned some more. Belasco asks where Illyana Rasputin is, and when Prodigy say she's dead, Belasco rips his heart out and throws his body on the ground.