The X-Men fight the Marauders and Madelyne Pryor uncovers her past.
Madelyne, after arriving at an orphanage in Nebraska in the search for answers about her past, meets Mr. Sinister. He tells her that he is her father. She refuses to believe him and sends her demon pets after him. Sinister waives off the attack and binds Madelyne in chains.
In New York, the X-Men continue their fight with the Marauders. As the two teams fight, the city around them continues to morph into a demon infested mess. Fire hydrants attack a dog, a post office box eats a man, and the police ride in on ghouls. Polaris senses that the demons are techno-organic and uses her powers to hurl the creatures at the X-Men. Riptide and Vertigo also unleash a brutal attack and get the X-Men on the ropes. Havok, however, has other plans and blasts the Marauders. This buys the X-Men time to try and help some of the citizens of New York from the demonic horde that plagues the streets.
In the orphanage, Madelyne continues to deny being linked to Mr. Sinister. He asks her for proof of her independence: the smallest memory that is hers alone. She tells of an incident in which she and her best friend, Annie Richardson, were playing and Annie was hit by a car. Mr. Sinister finishes the memory and states that the memory actually belongs to Jean Grey, Madelyne's template. Sinister then explains how he used Jean Grey's blood to create a copy that he could use for his own purposes. Sinister admits that he was disappointed that Madelyne did not manifest any powers at first, but she soon burst forth with some powers of her own, seemingly at the precise moment Jean Grey gave up her powers on the moon.
In New York, some of S'ym's followers attack the Marauders and X-Men. Colossus captures one and learns of Ilyana's defeat in Limbo. Colossus pounds the demon and gets cheered on by Storm and Wolverine. Colossus notes their increased desire for destruction and assumes that his teammates are succumbing to the sorcery taking over New York. He departs to find his sister. The X-Men, meanwhile, meet N'astirh who claims to have feasted on Longshot's soul. N'astirh escapes, but the X-Men are unable to follow, as they meet a different problem.
In the orphanage, Mr. Sinister continues to explain his plan to Madelyne. He constructed Madelyne to meet up with Cyclops and to make a baby, a baby that should possess all the unique characteristics to the two mutants. He would then take the baby for himself, for his own purposes. Madelyne reminds him that Sinister has partially failed, in that his Marauders could not take the baby. Sinister admits this slight defeat but looks forward to taking Madelyne apart to see how she's changed, especially in light of the demonic powers she seems to possess. Having heard all of Sinister's machinations, Madelyne bursts from her chains and stands triumphant over Sinister. He cannot believe her power is so strong. To make matters worse, N'astirh appears and hands Madelyne her child. Madelyne turns to Mr. Sinister and promises that she will consume everything with her inferno.