Stars: Magneto, Cyclops, Wolverine
Appears: Xavier, Jean Grey, Storm, Rogue, Nightcrawler, Kitty Pryde, Spyke, Avalanche, Blob, Toad, Quicksilver, Mystique
Cameos: None

Summary

On the beach Kit, Kurt and Spyke question Toad about what's going on. He mutters to himself about not owing Magneto anything anymore. Kit asks who's Magneto and Toad tells them all about Magneto and his plan.

On Asteroid M, Xavier confronts Scott about why he's there. Scott says he's just there to listen. Xavier points to Jean, Rogue, and Storm and asks Scott if they're just there to listen also. Scott gets angry and wants Magneto to let them out. Magneto says he's only being cautious and he'll let them out soon. Xavier tries to talk some sense into Cyke, but Magneto puts him into stasis also. At the last minute Xavier is able to get off a warning to Wolverine, telling him to lose the fight.

Back on the island Wolverine and Sabertooth fight. Sabertooth tells Wolverine that "I'm the one that blongs at his side" and Wolverine agrees. He pulls in his claws and lets Sabertooth get in a sucker punch. Wolverine flies off of the cliff and lands on some rocks below.

On Asteroid M, Scott stands alone on a balcony, remembering the plane crash that killed his parents and caused him to lose Alex. Alex walks up behind him and startles him. He tells Alex he's sorry for not being there for him, and Alex tells him that it hasn't been so bad. He complains about his joints burning, and Scott asks him how Magneto has promised to help him. Mags comes up behind them and tells them he's going to help them both. He takes them into the Asteroid and shows them a "Gem of Cyttorak" and tells them about the "Genetic Enhancers" he's been able to build using the gems. He claims that the enhancers will fully evolve their mutant powers and put them in total control. He tells Scott he'll let the other X-Men go once Scott has gone through the enhancer. Magneto sends Sabertooth through as a demonstration.

Sabertooth emerges from the enhancer bigger and more feral. Alex talks Scott into going into the enhancer. Magneto brings the other X-Men out of stasis in time to see Scott enter the enhancer. Xavier tries to stop Scott, but the door slams shut as Scott tries to get out. Scott and Alex come out of the enhancer as adults (both with white hair). Magneto gives Alex the codename Havok and tells Scott he can take off his visor. Then he tells them that the enhancer has affected their minds as well, wiping out emotions.

X-Kids take on the Brotherhood. Kurt drops the Blob, Kit and Spyke take out Avalanche. Toad helps Mystique against Magneto, but when Mags flings a machine at her, it knocks her into the enhancer. Magneto goes in after her, trying to stop her from "evolving". Sabertooth in his new "evolved" form beats the stuffing out of Wolverine. Spyke slows down Quicksilver long enough for Rogue to absorb his speed. The way to the X-Jet is blocked and Storm blasts it with lightening over and over trying to clear it. The Blob tells Avalanche to knock off the tremors as the whole asteroid begins to quake. He tells him it's not him and they realize they have to get off quick.

Storm goes back and uses a cyclone to slam Sabertooth against a wall and bury him in debris. Jean and Xavier try to free the brothers, but they end up freeing themselves by blasting their way through. They argue with Jean and Xavier. Jean finally tells Scott that if he's the future, she doesn't want anything to with it. She walks away as Xavier tells Scott he just crossed the line and then leaves also.

The X-Jet comes back for them, but there are still too many tremors and falling debris and it can't get to them. Asteroid M begins to fall and Alex and Scott use their powers to blast it apart as it crashes towards them. They both collapse to the ground back to normal. The X-Jet lands and Scott apologizes to everyone for the way he's been acting. The brotherhood stands off to one side and one of them asks what's going to happen to them now. Avalanche says that two spheres left the asteroid right before it blew. He says Mystique is out there somewhere and she'll be back. Alex says so much for Havok, but at least I have my brother back. Xavier tells Alex that they'll help him with his powers if he wants and that they'll do it together, unified, as the X-Men.