Meanwhile Blob and Pyro are up to no good in a research facility. They've got a scientist and his family held hostage, with Blob guarding them whilst Pyro gets the co-ordinates for something called the Scorpio comet. The X-Men then arrive, with Cyclops telling Pyro to release the hostages as their fight doesn't concern them.

Pyro leaps down and says that it does concern them -actually it will concern every human on Earth within the next two days! He blasts out a wave of fire which Storm puts out with her own power, freeing the hostages in the process. They aren't that grateful however. The X-Men also notice that Pyro and Blob have managed to get away and that the police are outside, telling for whoever is in there to surrender as they've got all the exits covered.

Storm creates a whirlwind to transport her and her friends out through the roof. Meanwhile, Pyro and Blob have returned to Magneto's base, Asteroid M, which is located near the Earth. Inside the base, Magneto and all of the other evil mutants are there. Magneto finds out that his computers have successfully locked onto the comet.

These include everyone we've seen previously along with two new characters: Toad and Lockheed. However Magneto doesn't like either of them and after booting Lockheed away, he then tells Toad to put the stolen mutant power circuit into place. Toad does so and asks if he did good, with Magneto telling him that he did. But he can go make himself even more useful now by going to play in an airlock. Toad slinks off.

Meanwhile, the X-Men return to the school and find the place damaged. They split into two groups, with one finding the Professor and the other finding Kitty. Kitty wakes up and the first thing she sees is Nightcrawler's face, scaring her but as Dazzler explains everything is OK now, Kitty says that Magneto's attack was real.

Of course it was real, Wolverine says. He seems to have a particular hatred of Kitty and says that she should get with it -the X-Men don't have time for whiny brats! Kitty stands up for her self and tells Wolverine to watch his mouth, she'll show him what she can do! Dazzler manages to calm her down and says that Wolverine isn't her enemy. Nightcrawler says Dazzler is right -the real enemy is Magneto! Kitty then remembers about the Professor and is glad to see that he has survived.

The most important thing now is that they find out what Magneto plans to do -Xavier uses his power to try and find out. Meanwhile, at Asteroid M, Magneto is using the circuit to bolster his own power. Xavier taps into his mind and realises his strong Magneto has gotten.

A beam of energy is released from Asteroid M, which hits the passing Scorpio Comet and captures it. Magneto can now control where the comet will go and he says that, within the next 24 hours, most of the human race will be wiped out and the mutants will rule the Earth!

Xavier finds out that Magneto plans to smash the comet into the Earth, which will have disastrous results. The impact of it will send up so much debris that it will create a dust cloud that big, it will block out the sun for years. The Earth will enter a new ice age. They've got to stop Magneto, but as they are about to leave Wolverine says the kid has to stay here, she'll just get in the way otherwise. Kitty takes offense to his words and asks that he stops called her "kid" -she's fourteen years old! However the Professor agrees, saying that she has not been trained yet. She'll have to stay here.

Soon the X-Men are away in their jet and it doesn't tale them that long to reach Asteroid M. Cyclops and the others put on space-suits and he leads the team towards an entrance. Back in the ship, Xavier tells Kitty she can come out now -and in one of the lockers, Kitty steps out, fully suited up herself. Xavier says he told her to stay behind, but she says she couldn't. It is her fault that Magneto has the power circuit and she has to help the others stop him.

Xavier says what she plans to do is very dangerous but Kitty wants to put her life on the line and says that the world Magneto wants is her world. She phases through the ship and heads towards the others. Meanwhile, Cyclops uses his eye beams to blast down a door and let him and his team inside. This sets off an alarm inside Asteroid M, and Magneto tells his minions to go and stop the X-Men.

Pyro reaches them first and tries to block the group off with some flames, but he gets repeatedly blasted by Dazzler. As Dazzler keeps firing on him, she tells the rest of the team to go on.

They don't get much further when Toad attacks Wolverine, trying to throw him into a wall. Wolverine lands on his feet though and manages to stop Toad from leaping about the place by knocking down part of a wall onto him. Toad retreats into a small cave, so Wolverine smashes the entrance so he is trapped inside it.

Cyclops, Colossus and Nightcrawler continue on when they come across Juggernaut, who says they will not be going any further. He then rips off an entire ventilation shaft and attempts to clobber them with it...

...but is stopped by Colossus. As the two of them start punching each other, Cyclops and Nightcrawler keep running and soon meet the White Queen.

She throws an energy bolt but Cyclops destroys it with an optic blast. As those two battle, Nightcrawler gets past but soon runs into the Blob. Blob says that nothing can move him but Nightcrawler tells him that he wouldn't dream of trying and then teleports. Blob is left totally confused as Nightcrawler has teleported to a small shaft, which he heads down.

This leads him to the room Magneto is in, but Magneto isn't that bothered at his appearance. He tells Nightcrawler that in in three minutes, the world will be destroyed. Nothing can stop it. Nightcrawler begs to differ but Magneto then gets serious and goes to blast him...

...but Kitty phases through the floor and grabs his wrist. Lockheed then bites Magneto's leg and this causes him to blast part of the mutant power circuit. However this is still in his favor as it now means that nothing can change the course of the Scorpio comet!

Xavier telepathically talks to Kitty and tells her to strike now. She crashes into Magneto, knocking him back onto his controls. He unleashes some of his own energy but this powers up his controls and as this is happening, Nightcrawler teleports up to the damaged wiring and re-connects it himself. A second energy blast is released from Asteroid M, which hits the comet and changes it's course so it will no longer hit the Earth -however, it will hit Asteroid M instead!

Kitty says she has stopped a mad-man from destroying the Earth but Magneto tells her that whilst they have won this time, Nightcrawler must die for it -he must remain where he is, keeping the wiring connected, otherwise the comet will change course and impact on the Earth if he doesn't. Magneto then leaves and after quickly gathering up his own allies, they all escape and head back to Earth.

Nightcrawler tells Kitty to round up the others and get out of here now. She picks up Lockheed and then informs the other X-Men, and soon they are onboard the Blackbird. The ship takes off as Xavier contacts Nightcrawler and tells him to teleport just as the comet hits Asteroid M. They can pick him up afterwards.

The comet hits Asteroid M as Nightcrawler teleports, but he re-appears to close to the Earth and starts to burn up in the planet's atmosphere. The X-Men head towards him in their ship, determined to save him before he dies.

The grappling hooks are fired but they are too late -Nightcrawler burns up completely before they manage to reach him. The X-Men see this and Kitty is particularly upset as she was so mean to him earlier, but now she'll never get a chance to make it up to him. Just then the team here a noise coming from one of the lockers.

Colossus sees smoke coming out of one and removes the door, revealing that Nightcrawler is safe and well. He teleported at the last moment and what they saw was his spacesuit burn up. He thanks Kitty as it was because of her that he is still alive. Storm asks Wolverine what he thinks of Kitty now but he says that she just got lucky...this doesn't make her an X-Man. At least, not yet.

"Yes, the X-Men have won, but only for now. Magneto is still out there, waiting, planning, plotting the destruction of the human race! But whatever the challenge, whatever the peril, the X-Men will be there!"


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