Mutants are now an endangered species, and the New X-Men realize that they may well be the LAST X-Men! After the events of “Quest for Magik,” several of the kids have been changed forever, and the Astonishing X-Men are finally taking some time to get to know their students. But after everything the team has been through… who even wants to be an X-Man? New powers, new relationships, new team members, all on the road to the X-event of the decade! Part 1 (of 2)
Tired of dead ends with current mutants, Beast turns to the family that has sired the most mutants on Earth—the Guthries. The family that produced two X-MEN and may hold the key to save the mutant race.
This issue begins with a flashback to when the Institute. Matthew Risman shoots at David and the Cuckoos, but while sneaking around, his face is badly injured by Dust. Surge cradles David as he's been shot, and Dust mutters "Please forgive me."
Back in the present a Purifier asks Risman if he's okay, and after he replies affirmative, the Purifier tells him that Predator X is alive, and it's hunting.
The Astonishing X-Men team discuss the New X-Men, Cyclops telling the rest how well they've done since M-Day. Cyclops tells them that there are twenty-five students left at the Institute, an eighth of the mutant population. He says that they don't even know the kids, but that ends today.
Next, down in the Med Lab, Beast fixes Dust's dislocated shoulder, while Pixie tells them how she's a member of the New X-Men, how she can perform a spell and that Dr. Strange said that he'd teach her more when she's eighteen. She proceeds to ask why Dust where's the burqa, commenting that she's really pretty. Nezhno interrupts correcting Pixie, and Pixie thanks him for saving her down in Limbo, but wonders why he had "a spasm". Nezhno reveals that when he activates his "powers" his strength increases, and soon the vibranium tattoos he has will no longer be able to contain his power, and he'll die. Mercury then pops in and asks the three how old they are.
Anole's playing snooker, while Rockslide (lava form) bugs him asking if X-23 can chop his other arm off. He refuses and Rockslide calls him a sissy. Anole is angered by this, and just then, Mercury appears, with a question...
Mercury goes to Elixir's room, to ask him how old he is. But, he tells her how he can feel all cells aging and dying, but the question is can he stop it? She walks away to go ask David how old Elixir is.
Mercury knocks on Hellion's door, but suddenly the whole wall is blown back as is she. Turns out he was practicing using his TK, but he says that anything smaller than a fridge, and he can't deal with it. She asks them how old the Cuckoos are, and he replies they're really 2, and he asks why? She replies Matt Landru.
In Cerebra, the Cuckoos are scanning the world, while Mercury proceeds to tell them and Hellion that the youngest mutant is probably one of them. They decide to exclude Tito, Molly Hayes, Franklin Richards and the Cuckoos from they're investigation. Then, Emma Frost opens the door, telling Mercury and Hellion to come to her office for a student-teacher meeting.
Outside, Beast and Colossus are waiting for Rockslide to arrive. Suddenly, Rockslide falls out of the sky above them, Anole pushing him down into the ground. Five minutes later, and Beast asks him to fire a limb, so that he'll explode and Beast can study him. He refuses at first, but when Anole calls him sissy,, he fires a limb and explodes. Beast thanks Anole, and both take shelter behind Colossus. Beast tells Rockslide that if he can hear him, try to feel the rocks and pull him together. He does so, and Beast says that he wants to see what'd happen if he reforms if he's smashed by someone else, and Anole gladly volunteers behind him
Surge goes around asking the students asking what happened to David in Limbo, and they all try to avoid it, but X-23 tells her what happened with excruciating detail.
She storms off while Pixie, flies behind her, telling her that she thinks that she and David are a cute couple. Cyclops and Wolverine show up, and Cyclops tells Surge that they need to talk, while Wolverine takes Pixie with him.
In Emma's office, she tries to talk to Mercury and Hellion, but they tell her that they think she's sad.
Shadowcat tries to have a meeting with Elixir, but he tells her that he's thinking, and when she asks what about, he tells her a bunch of mumbo about life and death.
As Wolf Cub and Loa ponder whose the youngest mutant while eating, Pixie flies past behind them, Wolverine in pursuit, cursing the unicorns that he's seeing via Pixie's dust.
Most of the students are gathered in one room, wondering who the youngest mutant is. At first, it is said to be Wolf Cub, but then Mercury realizes that Indra's name isn't on the list, and then he's revealed the youngest mutant. Meanwhile, in the same room, David tries to get Surge's attention, but she keeps ignoring him. And then she jumps at Hellion, and kisses him. Everyone looks shocked, and X-23 sheathes her claws, while Rockslide tells Indra that he's dead....
Back to the Purifiers, and they've planted a burqa of Sooraya's tied between two trees, and Predator X eats it, making Dust it's new target.
At the Guthries, Beast and Dark Beast arrive, and Lucinda tells her kids to go and do they're homework. Beast proceeds to ask for a gene sample from her. Lewis, a son of Lucinda's goes outside, but is followed by Dark Beast. Dark Beast sees him acting as if he has super-powers, but Lewis tells him it's not a game, and tells him that he's waiting for his powers to kick in. Dark Beast tells him it ain't gonna happen, because of M-Day, but Lewis tries to remain optimistic. Dark Beast tells him it ain't gonna happen, unless he wants to try it from a different angle, offering him a small vile of liquid.
Back inside, Beast explains to Lucinda the situation, but she refuses to do it.
Back outside, Dark Beast tells Lewis that he has to use his powers for good, and Lewis says he will, and he'll find his brother's killers and take them to jail. Lewis tells him that he's all for it, and Dark Beast tells him to role up his sleeve.
Inside, Lucinda tells Beast that she it's like waiting for her kids to be drafted into a war, and she continues to refuse. Beast tries to convince her , but then, one of the Guthrie girls come running in, telling her that Lewis is sick. They all run outside to see Dark Beast holding Lewis, Lewis's skin all pick and lumpy, with a pink fluid coming from his mouth.
- The cover is a homage of Norman Rockwell's painting of "Freedom of Want".