Elsie Dee attempts to save Wolverine's life at the cost of her own. That's brave and touching, but Sabretooth doesn't give a damn. He wants to drag Wolverine down with him.
Wolverine and Sabretooth continue their battle, even through a flooding of the sewers. Cable and Elsie Dee manage to pitch Wolverine from the frying pan and into the fire. SHIELD fortunately shows up and pulls everyone to safety. Sabretooth's claim at parentage is questioned and answered.
Wolverine is trapped in the sewers with a locked metal door on one side and a recently lowered steel grate on the other. To make matters worse, Sabretooth (claiming parental rights), is trapped with him. Even worse, the sewers are flooded and this small space is no exception. Further, Sabretooth, despite the few minutes the two men have left, is intent on killing Wolverine. Wolverine's one last hope belongs to the man called Cable, who stands on the opposite side of the locked door. He and Elsie-Dee hear the fight. She wants Cable to blow the lock off the door, but Cable is reluctant since there is a flooded corridor behind the door. Also, he doesn't really like Wolverine, so there's that. Not content, Elsie-Dee tries to take Cable's gun by force. He knocks her away. She removes her head and chucks it at Cable's, effectively knocking him down. Her body seizes the chance and grabs the gun. She then shoots as best as a headless body can and finally hits the lock on the door. Cable was right, there was a lot of water behind that door. The water sweeps the four people down the sewers and Sabretooth gets taken by an undercurrent. Elsie-Dee reattaches her head in time for the group to run into a grate that collects the garbage. They are stuck and escape looks hopeless.
On the streets above, Forge tells Jubilee that his friend should be arriving soon to help them search for Wolverine. Jubilee pauses when she hears screaming from the sewers. Forge tells her it's only Morlocks. The Morlocks, it seems, are trapped, as the grate that Cable and Co. are trapped in is becoming to obstructed to allow water to pass through; the Morlocks could drown if the grate isn't cleared. Masque orders the manual override to be hit to clean the grate.
At the grate, Cable wants to shoot Elsie-Dee, as it is her fault they are in this mess. Wolverine severs the gun as Sabretooth leaps from the garbage and renews his attack. Just then, however, the Morlocks succeed in flipping the switch for the grate cleaner. Seeing no other option, Elsie-Dee squeezes through the grate-works and finds the gears. Having separated her bomb circuitry, she detaches her head and throws it back into the fray. Her body blows up and destroys the gears, allowing the three men and Elsie-Dee's head to continue down the sewers. Masque orders all the water to flow uninhibited to the East River.
Jubilee finally learns who Forge has been waiting for: Nick Fury. In a rescue chopper above the East River, the S.H.I.E.L.D. crew picks up the heat signatures of three bodies coming out of the sewers. Wolverine and Cable are pulled aboard and a warning is given to make sure Sabretooth is out cold before pulling him in to the chopper. As the craft flies away, Cable throws the head of Elsie-Dee to Wolverine. He's relieved, but she tells him that her main batteries and recharging capabilities were in her body. She only has minutes left. Wolverine is upset and Sabretooth, who was not properly sedated, lunges towards his professed son out of sheer disgust. He tries to rip Wolverine's throat out but Elsie-Dee attacks first. She bites his neck and propels Sabretooth out of the chopper. Cable and company rescue Wolverine before he goes over to save Elsie-Dee. She and Sabretooth crash into the river.
As the helicopter continues on, Wolverine comes to grips with Elsie-Dee's parting. When asked who Sabretooth was, he explains that he was supposedly his father. A worker states that there is no way the two are related based on blood work that had recently been done. When Wolverine states that Sabretooth was lying, Nick Fury claims that Sabretooth actually did believe he was Wolverine's father. But any further info on the subject was classified.
In the river, Elsie-Dee continues her assault on Sabretooth. He yanks her off his neck and attempts to smash her. Her eyes go blank and it looks as if Sabretooth will crush her until Albert cuts Sabretooth and takes Elsie-Dee to a power source. She boots back up and recognizes Albert.