At the Russian military research facility Province 13, Omega Red bursts into the office of the director, General Sergei, who had had him brought out of exile to capture Ariana, mother of the escaped mutant Nikolas. Sergei tells Omega Red his duties have been completed, but the mutant demands to know why the X-Men are involved.
Nightcrawler searches graves outside the facility for Wolverine’s body, finding one empty. He is soon joined by Colossus, and then Wolverine appears. Wolverine is naked and cold, but has recovered from the deadly touch of Nikolas.
Evacuation operations are underway at Province 13. Sergei leads Ariana through the chaos, hoping to use her as bait for Nikolas. Meanwhile, the psychic girl, Nanya, and another child hide in the playroom, where Nighcrawler soon finds them. Elsewhere, Wolverine stalks the hallways and comes face-to-face with Omega Red. They clash, and their fight takes them into the playroom. With his tentacles, Omega Red grabs the two girls to hold Wolverine and Nightcrawler at bay.
Sergei and his men escort Ariana through the facility until they are confronted by Colossus. He knocks out most of the soldiers, but briefly falls to an energy weapon. Ariana senses something and wanders away. Outside, Nikolas apparently approaches, leaving dying soldiers in his wake. And Sergei, feeling he’s lost all control, sets his office on fire.
In the playroom, Nightcrawler teleports one girl out of Omega Red’s clutches, but the villain hurls Nanya away. Before Nightcrawler can retrieve her, Nikolas bursts inthrough the wall. Sergei also reaches the playroom, and he snatches Nanya and runs off with her. Colossus sees them and follows. Omega Red tackles Nikolas, but the latter’s death touch overwhelms him and he makes his exit. Then Nikolas turns to see his mother Ariana enter the playroom.
Sergei gives up running, and allows Colossus to take Nanya. He then commits suicide.
In the playroom, Araina approaches Nikolas, tenderly touches him, then fatally stabs him with a shard of glass.
Later, as Province 13 smolders, Alexei, Sergei’s superior, orders all traces of the facility be wiped out. Later still, Araina prays at her son’s grave. Then Nanya joins her and they return to her home.
Finally, Wolverine, Nightcrawler and Colossus return to their own home at the Xavier Institute.