Stars: Magneto, Xavier
Appears: Jean, Cyclops, Beast, Iceman, Pyro, Colossus, Sabretooth, Gambit, Nightcrawler, Rogue, Mastermind
Cameos: Shadowcat, Magma, BoomBoom, Amanda, Berzerker, Cannonball, Multiple, Sunspot
 

Summary

Gambit breaks into Angel's house and steals an ancient relic. Angel catches him and chases him outside where Gambit meets up with Mesmero and hands him the relic. Angel catches up to them and Mesmero uses his powers to knock Angel out. Mesmero tries to leave with the relic, but Magneto shows up and traps him using iron fence rails. He tells Mesmero he has a lot of courage to hypnotize one of his men to do his stealing for him.

At the Institute, the X-kids play a game of Mutant ball. Angel shows up and breaks up the game, he tells them that he needs to see Xavier. Back at the Institute, Angel identifies Mesmero as the one that blasted him. Bobby catches Kitty and Amara Angel from the doorway as Xavier tells Angel about Mesmero. Xavier says now that Magneto is involved they have to find the other half of the key first. Bobby jumps in and says that hey wants to go along, but they tell him that he's not responsible enough.

Kurt brings Rogue her dinner and tells her that Wolverine and Storm are out searching for their mother and that the others have gone to London. She tells him to go away and he tells her that it's no way to treat her little brother. She tells him that they aren't related, but Kurt says that they are and no matter what she's going through, he'll be there for her.

In London, the X-Jet arrives at the museum. Xavier asks Cyclops to go in the back and tell their stowaway that they've arrived. Cyke fishes Iceman out of one of the storage compartments.

Magneto and his crew head into the museum and take care of the security. The X-Men aren't too far behind them. While the X-Men and Magneto's crew mix it up, Magneto finds Mesmero and traps him in an elevator compartment. As he's dragged into the elevator, Mesmero loses the Spiderstone and it's drawn to the other piece. When the two pieces meet and fit together they form a huge mystic spider.

The spider bursts free from the museum and lands on some cars close to Xavier. Magneto tells his crew to destroy the spider, no matter what it takes. Xavier tries to reason with him and say that they don't know enough about the spider to destroy it, but Magneto says he knows enough and that it is one key that won't be unlocking any doors. Xavier tells the X-Men he wants them to capture and protect the spider.

Xavier tells him that he's done exactly what Mesmero wanted him to do, that the spider wasn't a key, but actually a guardian created to prevent Apocalypse from escaping. Mesmero manipulated him the whole time knowing that he was the only one with enough power to destroy the guardian. Now with the spider gone, the second door will open.

Xavier tells them all that it's imperative they find out where the spider was heading. If Mesmero is able to find the third key and release Apocalypse, their world is going to change forever.