At Cape Citadel, Florida, a mysterious rocket is about to be launched whose secret and sinister purpose is to track and terminate mutants on a global scale. With Excalibur disbanded, Kitty, Peter and Kurt are relaxing on a cruise ship when they are attacked by a group calling themselves the X-Men. Kitty is captured and taken to see the missing Professor X who has a little computer problem for her to decipher. The real X-Men are on the way to Cape Citadel when the fake X-Men attack. Colossus and Nightcrawler join them in battle.