New Mexico, Hulkbuster Base, Bastion and a restrained Jubilee watch as the captured X-Men: Storm, Cyclops, Cannonball, Jean and Logan are unloaded from a transport ship. Jubilee doesn’t believe that Bastion really captured the X-Men until she sees mortally wounded Logan reach out and hold Jean's hand. Bastion tells Jubilee that he get no joy in terminating them, but he must protect the human race. Bastion tells Jubilee that he used her mind to obtain information about the X-Men's powers and the whereabouts of the X-Mansion. Jubilee bites Bastion, but Bastion punches her over.

On the surface, guards load the X-Men onto a elevator that will take them to the lower levels of the base. One guard notices that Logan was dead and that their is no need to lock him up with the rest of the group in the ultra-containment block called the Hole. Bastion goes to Professor X's cell and ask if he ever thought his X-Men and his dream would end like this. Professor X tells bastion that men die, but dreams live on.

Ultra-containment block, the guards lock the X-Men away into separate cells that have been made specifically resistant to their powers. The guards take Logan to the furnace for incineration. as they take Logan to the furnace the guard tells the other guard that Logan had absorbs the impacted of the plane crash to save Jean. They load him into the furnace, they release gas into the chamber, suddenly Logan wakes up at the smell of the gas, he realizes his body functions had shut down while his healing factor was kicking in and somebody put him in a furnace. Logan leaps out of the furnace, just as it ignites, causing a fireball to engulf the room, Logan kills both guards and used their armored suits to disguised himself as a guard to free the other X-Men. They race down the hall back to the main elevator that can take them to the surface.

In the Hall, they run into a different groups of guards, but Jean telepathically makes the X-Men look like Bastion and some Prime Sentinels, they tell the guards to shot anybody that doesn’t know the password, then gives the guards all different passwords. The real Bastion tells his guards to stop attacking each other and get to the surface where the X-Men are. Bastion shuts the main doors to the base locking the X-Men in.

On the surface, Prime Sentinels block the exit and the main doors shut and lock close. Storm with all her might and power releases a huge electrical lightning storm, which disables all the prime sentinels. Cyclops tries to blast the doors open, but his optic blast does nothing to the doors. Suddenly more Prime Sentinels and guards make their way to the surface from the lower levels.

In the main control room, Bastion watches as the X-Men defend themselves against the power of his army. Jubilee stands up and watches the horror seeing her fellow brothers and sisters in the X-Men try and escape. Jubilee sees the button that Bastion pushed to close the doors and runs over and rams her head into it. Bastion punches Jubilee to the floor, but it doesn’t affect her joy as she watches the X-Men escape on the monitors.

On the Surface, The X-men jump into a hover craft, but Logan stops and tells the rest of the X-Men that someone must have opened the doors for them, someone on their side is still in the base. Cyclops tells Logan to get in the hover craft, he does and they quickly escape in to the desert.