Mr. Sinister has blown up X-Mansion with all of the X-Men inside and only Longshot stands in his way of total victory. Beast shows up and helps Longshot occupy Sinister while the X-Men dig themselves out of the rubble. During the ensuing conflict, Sinister reveals that Cyclops was brought to his orphanage as a boy and manipulated by the villain. Realizing that Sinister is wary of Cyclops' eye beams, the X-Men distract him while Havok uses his powers to supercharge his brother. Cyclops blasts Sinister into oblivion. The X-Men and X-Factor part to carry on their separate missions.