The base is defended by government-sponsored mutant team X-Factor and, as the battle rages, Cortez makes an offer to Quicksilver to be the Acolyte's new leader, accepting his role as Magneto's heir.

It is revealed that the "sanctuary" (which is referred to as Avalon) is in fact Cable's former base of operations Graymalkin (now retrofitted with Shiar technology), and the "greater power" to be the mutant Magneto, who was presumed dead after the fall of Asteroid M. Cable teleports X-Force away from Avalon using the station's bodyslide technology, while he retrieves the sentient computer program Professor from the central core and activate the auto-destruct function.

While the X-Men are burying Illyana Rasputin (who was killed by the Legacy Virus), Magneto and the Acolytes crash the funeral, stating their intentions to wipe out humanity from Avalon, their space station.

Professor X dons a Shi'ar exoskeleton that enables him to walk, and assembles Jean Grey, Gambit, Rogue, Quicksilver and Wolverine to go to Avalon and stop Magneto.

On Muir Island, the X-Men use Shadowcat to lure in Colossus in an effort to heal his head wound (caused by the X-Cutioner), which they believed was responsible for his defection.

The ruse works, and while Nightcrawler fends off the Acolytes' attempts to reclaim their ally, Professor X and Moira MacTaggert heal Colossus, using Cyclops' optic blast.