Wolverine locks lips with Jean Grey, and then both the X-Men and X-Factor have to deal with the idea that the other team is an ally. X-Factor can't believe the X-Men appear to be alive and the X-Men accuse X-Factor of being government paid mutant hunters. A fight ensues in which Rogue kisses Archangel and sees the image of Apocalypse on Archangel's soul, Dazzler and Longshot make out while friends fight, and Iceman causes a flood.
Cyclops tries to help his family out of the flood, but is attacked by Havok, who has taken a liking to Madelyne (who has taken on the form of a helpless bystander, despite already revealing her Goblin Queen form). N'astirh appears and lashes out at the quarreling brothers and Madelyn unleashes demons at Jean Grey. Jean cannot fight back, as she realizes that the demons are her parents; she is nearly overwhelmed. N'astirh then appears atop a demonic chariot headed straight for Madelyne. Madelyne implores Cyclops to choose which woman he will save. Cyclops blasts the demons off Jean and turns to blast the chariot but finds that Havok has decided to save Madelyne by jumping on the chariot. Cyclops laments that he got shot-blocked and turns to Jean. Jean can't believe that Dazzler and Longshot saw her plight and did not help her. They see that the fight between the two teams still rages on.
On the demonic chariot, Havok's clothes are nearly ripped from his body as he careens through New York City. The chariot stops and Havok is surprised to see Madelyne looking so sinister. She asks him if he will now turn his back on her. He swears his loyalty and accepts the role as her Goblin Prince. The two walk into the Empire State Building and Colossus follows, warning them of their (presumed) unintentional alliance with demons. The building shuts in front of Colossus and tells him that Madelyne and Havok know exactly what they are doing. Colossus refuses to believe it and begins to climb the building to save his two friends.
Elsewhere, X-Factor and the X-Men are still fighting. Above the action, Storm stares out at the Empire State Building. She sees an image of a butte and recalls a time when she and Forge were stuck in Limbo on a similar butte. She ponders on the significance of this memory.
At the Empire State Building, N'astirh informs Madelyne that her magic will be enhanced to bridge Earth and Limbo. Madelyne snaps her fingers and a temple and sacrificial alter are prepared for the magical ceremony. The sacrifice will by Madelyne's own son. She sees that he is tended by Jean's demonic parents. Below, Jean senses Nathan Christopher's thoughts and alerts Cyclops that Madelyne means to kill the boy. Madelyne is enraged when she senses that her own son would willingly communicate with Jean Grey. Enraged, she informs N'astirh that the spell will be performed, but first she wants Jean Grey's soul.
Storm whips Jean Grey up in a whirlwind and the two women meet in the air. Jean's presence seems to calm Storm's Limbo-induced bloodlust and the two hug. This reunion is short-lived, as N'astirh arrives and attempts to take Jean. Archangel appears and attempts to fight the demon for N'astirh's role in making Cameron Hodge immortal. Rogue also appears and attacks, allowing N'astirh to touch her. She has an immunity to the transmode virus (from an earlier attack with the Magus). Meanwhile, Colossus reaches the platform of the Empire State Building to accost Havok and Madelyne. Havok wonders if they are making the right decisions as Colossus is blasted from the building. Iceman forms a slide to catch the plummeting metal man and guides the fall right into N'astirh, which sends the two plummeting to earth. N'astirh cannot stand the touch of Colossus and disappears.
X-Factor and the X-Men meet up and decide that N'astirh is the real enemy. Psylocke and Jean team up to link with each team members' mind to catch each team up on what they know about the situation. This exercise gives Beast an idea.
Below the Empire State Building, Colossus is raised by Jean, who is then catapulted higher by Cyclops, which is then augmented by Storm. Wolverine is hurled by Archangel. Colossus bust through the porch Havok, Madelyne, and N'astirh stand on. He is grabbed by the walls. This distraction allows Wolverine to take a slice at N'astirh. Dazzler then is hoisted up by Archangel and she shoots beams of light to free Colossus. Storm hefts Iceman and he begins to freeze N'astirh. Iceman continues the freezing process by wrapping the entire building in ice. (Beast keeps some of his female friends warm.)
N'astirh revels in the cold; it makes him stronger. Storm manipulates the weather and causes a sweltering heat. With these adverse conditions, Cyclops, Dazzler, and Colossus blast the building. N'astirh is free and attempts to use his frozen boost to attack but realizes that the overwhelming heat is causing his circuitry to overload. Storm boosts this by blasting him with lightning. N'astirh explodes in a brilliance flash.
The two teams wonder what the next step is in reclaiming New York City from the demon horde. A noose catches Jean Grey and the teams turn to see that they still have to deal with Madelyne and Havok.