Greenwich Village, New York, Dr. Strange cries out in pain after having a terrible premonition of the reemergence of a great evil. Wong comes in and help Dr. Strange up, Dr. Strange says the evil hasn't seen the light of the sun for centuries.

The Cage, maximum security penitentiary, Tilis and a fellow prison guard, Axel find a man frozen in time from some magical force. Tilis wants to use the guy to kill Logan, since the mans super powers come from magical source, the dampening field can't stop magic. Axel ask Tilis who he is going to wake the guy and touches his head, suddenly the frozen man grabs him by the neck.

The Hole, Logan lays at the bottom of his pit cell, thinks that Apocalypse may still have some kind of control over his mind. Peepers sneaks in and lowers a tray of food down to Logan and tells Logan that Beast has been stabbed, but isn't dead and should recover in the prison hospital. Logan tells Peepers that he need to get to Beast and protect him because they will try to finish him off tonight. Logan regrets getting beast involved at all.

The Medical ward, two prison guards sit outside the door to the prison hospital. One guard tells the other that he thinks leaving Beast injuries untreated is kind of excessive, the others says that he is getting soft and someone will try and kill him soon and they are supposed to let them. A member of the Red Skulls walks up and enters the room.

Old section of the prison, Tilis points his gun at the frozen man, Mauvais who is choking Axel. Mauvais ask why he has been awakened, Tilis tells him that they want him to kill Logan. Mauvais says he will do it, but the must release him, by them saying it. Tilis says the words and Mauvais is released.

Elsewhere, Nick Fury waits to meet up with the Shiver Man, suddenly he appears. Nick Fury explains that he wants him to follow Brent Jackson, because something wasn't right about him.

The Hole, Logan gets another note and this one says the Weapon X project all the killings. Tilis and Axel show up and begin to spray Logan with liquid, Logan stands to his feet, but staggers to the floor, Tilis laughs and tells Logan that it wasn't water they sprayed him with, Logan realizes that he has been drugged.

On the ocean outside the prison, a group of elite soldiers make they way to the island, bypass the security of the prison and enter undetected. As the enter the main floor, the apes see the soldiers and scream in fear. Prison guards come to check it out, but both are killed by a sniper.

The Medical Ward, the Red Skull gang members sees Beast laying on the table unconscious, pulls a knife and is about to plunge it into Beast chest, then Peepers rams a cart into the back of his legs, Peepers picks up the knife, but the Red Skull gang member tries to get it back, so Peepers stabs him in the gut, killing him. Beast stops Peepers and tells him its over, suddenly a man ask if Logan is giving Peepers lesson, Beast recognizes the voice.

Elsewhere in the prison, Logan wakes up after being claws across the face by Mauvais. Logan ask who he is, Mauvais says that he should look at him as his executioner and slashes Logan again. Mauvais bits into Logan’s shoulder and tears huge hunks of meat off with his teeth. Tilis and axel wait till he kills Logan, then they plan to kill Mauvais. Mauvais explains that his powers come from eating flesh and since he hasn't fully restored his powers and senses that people are coming he must go. Mauvais rips Logan’s left eye out and eats it and teleports away. Tilis and Axel can't believe that Mauvais escaped, Tilis decides to finish Logan off and is about to shoot him in the head with a rifle, but Sabretooth shows up and knocks out Tilis, slashes Axel and tells Logan that they are here to help him escape, they already have Beast and Peepers.