Martinique is shown as the mutant behind the transformation of San Francisco due to the psychic fallout of M-Day. Now regaining her senses she sets the X-Men against one another. In the Red Room, Wolverine, Nightcrawler and Colossus escape their captor only to find themselves facing Omega Red.; Scott and Emma take on some of their own team who have been brainwashed by Mastermind. Emma manages to track her down and break her hold. Warren then jumps to the rescue of the mayor of San Francisco. Meanwhile Wolverine, Colossus and Nightcrawler take on Omega Red ultimately managing to subdue him long enough for SHIELD to take him into custody.; Bishop has shot Xavier in the head and unbeknownst to the X-Men, the Acolytes have arrived on the scene, stopped time and spirited their mentor away. Exodus tries to repair the damage to Xavier's brain but he still appears to have very little brain activity. But inside of Xavier's head, he is reliving some of his earliest moments with the original X-Men. Seeking help in stabilizing Xavier's deteriorating condition, Exodus calls on Professor X's longest friend and greatest enemy.