Charles Xavier and Magneto are in WWII-era and must stop the Nazi Baron Strucker and the hordes of Hydra.
Surrounded by his friends and loved ones, the comatose Xavier is still fighting for his life. His subconscious turns back twenty years to when he visited his friend Daniel Shomron in Haifa, Israel. Shomron had built a clinic for Holocaust victims and had introduced Xavier both to one of his volunteer helpers, a former concentration camp victim who called himself Magnus, and the catatonic Gabrielle Haller, who had been in this state ever since the war. Xavier uses his telepathic powers to smash Gaby's inner walls and force her to come out. While he does this, he sees strange images of the Nazis transforming Gaby into a golden statue. During the following weeks, Magnus and Charles, who both help Gaby with her recovery, become friends and even discuss the possibility of the evolution of mutants. Gaby and Charles, however, fall in love, despite Xavier's better judgement. Just as they are about to kiss, Gaby is abducted and the hospital is attacked by armed terrorists, called HYDRA. To save lives, Magnus reveals his magnetic mutant powers, as he kills those terrorists. Magnus and Charles learn what they need to know from one prisoner and follow the HYDRA-agents to Africa. HYDRA, under the leadership of Baron von Strucker, is there to find a gold treasure the Nazis hid during the last days of World War II. The coordinates were given to Gaby only for safekeeping. Magnus and Charles try to free Gaby, but her screams give them away. Strucker attacks them with a gauntlet that gives him super strength, but Magnus easily crushes it (and his hand), before levitating his friends and the gold out and collapsing the cave. Outside, he tells Xavier that he'll use the gold to ensure that mutants are going to win the coming conflict and leaves as Gaby awakes from her catatonia. In the present, Xavier too finally finds the strength to awake. Later, the X-Men (without the recuperating Xavier and Illyana) are invited to a farewell party on Lilandra's yacht. However, they are stunned and inevitably laid unconscious by a bomb and Deathbird hands them over to the alien Brood.