Wolverine and Rogue are imprisoned in Genosha. The arrival of a very unlikely ally aids their escape. The Genegineer's son discovers that his fiance may be a mutant. N'Astirh attempts to communicate with Madelyne Pryor.
Wolverine and Rogue have been transmitted to Genosha. They are naked. They are not happy. The Magistrates are learning this the hard way. The Magistrates fall back and try to seal the two mutants with an omium steel door. Wolverine's claws, cut through the door and he and Rogue burst through to continue the fight. They don't fight long, though, because Wipeout arrives and negates their powers. The two mutants are taken into custody.
At the Genegineer's house, the phone rings and Phillip answers. He delivers a message to his father that there is an emergency at the Citadel. The Genegineer abandons his gardening and rushes off. The craft he uses scorches the garden and a mutate arrives to heal the earth.
At the Citadel, the Genegineer is brought up to speed on the recent events by Chief Magistrate Tam Anderson. She shows him Wolverine and Rogue and then admits that it seems a virus is affecting their systems and they can't pinpoint the cause. The Genegineer is more concerned, however, with retaliation from the mutants' friends.
In Australia, the Press Gang tries to locate the Magistrates that were taken into police custody from the hospital fight. The X-Men find them first. Psylocke enters their minds and sees the atrocities levied against mutants in Genosha and is disgusted. She knows where to go so the the X-Men leave the Magistrates in their cell. Gateway teleports them to Genosha.
In the basement of the X-Men's home, N'Astirh makes a call but finds nobody around. He promises to call back later.
In Genosha, Phillip Moreau takes a jog. He heads down his fiance's street (Jenny Ransome) and notices that Magistrates are out in full force. Shockingly, the Magistrate's are arresting Jenny's family. Phillip causes a scene and a Magistrate gets physical while trying to subdue a manic Phillip. Another Magistrate stops the first, as he realizes that Phillip is the Genegineer's son. Phillip runs away in anger.
Inside Rogue's mind, she finds herself fairly tortured by the cruelty she felt at the hands of the Magistrates. She sinks into the deepest recesses of her mind and finds shadows of the people she has absorbed. They each exist there as psychic residue. They are also hostile and try to torment her further. Carol Danvers appears, however, and offers to protect Rogue. Carol is not mere psychic residue and explains that Rogue absorbed Carol's entire being. She also acknowledges Rogue's inability to cope with thing right now and offers to take over their psyche and get them out of their predicament. Rogue is hesitant because she is fearful Carol won't allow her to take her mind back. With no other options, Rogue allows it.
Rogue wakes up as Carol Danvers. Just then some guards come in to lord over the girl they thought had been broken. Carol quickly knocks both guards unconscious. She changes into the woman's clothes and takes the man's to Wolverine. Without his powers he is quite the pathetic sight. Carol helps him out of his cell and the two find that Madelyne and Jenny Ransome are missing.
In the Genegineer's home office, Phillip does some research on the Ransomes. He finds that Jenny has tested positive for being a mutant. His father arrives and explains that Jenny's father, a lab worker, switched test results to hide his daughter's abilities. The Genegineer is powerless to refute the law, even if it is to help his son.
At the Citadel, Jenny and Madelyne are strapped down for testing. N'Astirh, however, pokes in via the computer screens. Madelyne tells him to contact her later and he agrees, signing off and destroying the equipment as he goes.
Outside, Carol and a depleted Wolverine fight some Magistrates and steal a flyer. They vow revenge.