Magneto’s return has stunned the X-Men, but that’s not the only surprise they’re in for as a herd of Predator X’s come hungry for mutant tar tar. The hits just keep on coming, but can the X-Men, still nursing their wounds from UTOPIA, deal with all this?
Utopia, off the San Francisco coast. Nightcrawler breathlessly informs Cyclops that Scalphunter's plane headed for Utopia contains five Predator X beasts – genetically engineered monstrosities who feed on mutants as their sole sustenance.
Without hesitation, Cyclops slices the plane out of the air with one blast of his optic beam. He commands the three Cuckoos to scan for signs of life and keep the entire team psychically connected (via their Phoenix Force enhanced powers).
The Cuckoos reveal that Scalphunter and four of the five predators survived the blast. Scott begins to give orders to the team but Namor balks, electing to dive into the depths of the Pacific to deal with one of the beasts on his own.
The X-Men engage two of the remaining predators while Emma and Rogue wait beneath ground with the young X-Men. Magneto strips the the metal coating from one of the pair of beasts, which is then frozen solid by Iceman. Colossus shatters the block of ice and holds open the maw of the stunned beast so that Boomer can drop a massive timebomb down its throat. Iceman freezes it solid once again, and the subsequent blast shatters both the block of ice and the beast inside.
Magneto, weak from the effort of stripping the first beast, is too weak to engage the second – Nightcrawler ports him off of the battlefield while Cyclops, Northstar, Psylocke, and Wolverine deal with the second monster.
Rogue and Emma hear noises below deck but stay silent to avoid riling the students or the approaching final predator. Beneath the waves, Namor and his Predator have battled to a standsill when a fleet of two dozen Atlantean warriors intervene to slay Namor's quarry.
Above ground, Cyclops and Madison Jeffries distract their Predator until Storm arrives, along with a massive plume of lightning that electrocutes the monster. Cyclops appears to finish it off with an optic blast into its throat.
As the final Predator X approaches the young X-Men below the ground, Rogue has everyone in the room touch her – Gentle (super density), Rockslide (self-shattering rock), Anole (agile lizard), Dust (malleable sand body), Surge (super speed and electricity), Mercury (living metal), and Armor (psionic armor. Rogue proceeds to utterly disassemble her foe in a matter of seconds – evading it with agility and super speed, shattering into thousands of superdense malleable particles of living metal that she drives into every orrifice of the Predator's body, and propelling those pieces outward covered in impenetrable psionic armor.
Rogue and Emma report that their foe has is eliminated while, topside, Warpath and Wolverine continue to wrestle the final Predator X. Suddenly and without any warning, the three Cuckoos collapse to the ground, and the Phoenix Force leaves their bodies. Scalphunter K.O.s the final Predator, but Scott still wants him imprisoned in the brig at Graymalkin.
With all five Predator X monsters destroyed, Cyclops has only two priorities – discover who modified and deployed the predators, and stage a psychic intervention for Emma so she can return to flesh (and employ her psychic powers).
In the X-Brig, Danger confronts Scalphunter, demanding, “Who sent you to Utopia?”