New Mexico, Mustang tries to tell his friends that Professor harper at the clinic is trying to change them into mindless mutant killing machines, they don't believe him, so Mustang opens the hidden bunker that the X-Men: Cyclops, Storm, Jean, Cannonball and Logan were hidding in, Suddenly three of Mustang's friends: Felipe, Arvell, and Helmut transform into Prime Sentinels. Cyclops optic blast one of them, Storm electro-shocks another. Logan tries to kill the last one, but Cannonball blasts into him, but the Sentinel grabs a lady named Debra, using her as a shield, her boyfriend Morgan tries to get Debra back, but the Sentinel blast him to death. Debra rusels her self loose, so the sentinel kills her too. Logan runs up and cuts the sentinels head off and cyclops optic blast it while still in mid-air. The other patients realize that they all have been tricked. The X-Men decide to raid the clinic and shut it down.

That Afternoon on Bastion's aircraft, Bastion hears that a Mossad agent code named Sabra has escaped her country of Iseal and she could have information that could hurt bastion's projects if the US government. Bastion calls Professor Harper and tells him that SHIELD is going to try and stop them , so they need more prime sentinels.

At the clinic, The X-Men get prepared to enter the clinic, Logan smells a scent in the desert and takes off into the desert. Cyclops notices that Logan had left and plans with out him.

Meanwhile in the deep desert, Jubilee struggels as she walks through the desert, she tells herself that he must not give up, because Wolverine would never give up and also because Daria had sacroficed herself to let Jubilee escape Bastion. Jubilee sees someone standing in front of her in the dark desert, she plasma blast it, but it is just a cactus. Jubilee laughs at herself, when suddenly a prime sentinel tells jubilee that she made a big mistake using her powers in the dark. Jubilee plasma blast the sentinel with all her might. The prime sentinel damaged from the attack, tries to capture Jubilee, when Logan slashes it across its face and rips its cables out of its back. Jubilee jumps into his arms and tells Logan to hold her tight.

Later at the clinic, Logan and jubilee arrive back and see the rest of the X-Men outside the clinic. The clinic had been emptied out before they got there, Professor Harper covered his tracks and got rid of all the evidence.

Bastion's aircraft, Bastion receives word that the clinic has been breeched. bastion realizes that the X-Men were inside their search circle and activates the last sleeper unit that was waiting for visual system upgrades.

Down at the clinic, Suddenly Mustang falls to the ground and grabs is face, he pulls the bandages from his eyes and realizes that he could see, then he transforms into a prime sentinel, with one mission, to terminate mutants.