In Ferro's fortress, Wolverine thrashes the computers and demands Aldo Ferro to give back SilverFox. They all help Wolverine thrash the computers, figuring that Ferro will come to protect his research. up above, Jubilee tries calling to Wolverine down below that Jean Grey and Professor X were there. Jubilee tells Jean Grey and Professor X that it sounds like they are wrecking the computer equipment below, Suddenly Jean Grey and Professor X turn into Ferro and he rushes down to stop them. Ferro reveals his true self as Psi-Borg. Maverick shoots an armor piercing bullet at Psi-Borg’s head, but it bounces off. Wolverine attacks Psi-Borg. Psi-Borg exclaims to Wolverine, that he is special because of his unique age-suppressant factor. They fight their way onto an elevator, Psi-Borg keeps Wolverine back with his Psi-powers. Wolverine cuts the cables to the elevator, as it falls Wolverine slashes Psi-Borg across the chest. Psi-Borg explains that in exchange for him putting fake memories in their heads, Psi-Borg was supposed to get an age-suppression factor. So, Psi-Borg has been working on decoding their genes to get it. Maverick, John Wraith and Sabretooth catch up and attack, but Psi-Borg gives them all flashbacks.

In Wolverine's flashback, Silver Fox is preparing their log cabin for Logan's birthday. Logan doesn't resist the memory because it was one of his sweetest memories. Psi-Borg reveals that the memory is real, but most of Wolverine's bad memories were fake. Psi-Borg using his Psi-powers makes Sabretooth break into the cabin and kill Silver Fox for real, Wolverine can't do anything because Psi-Borg has him frozen with his Psi-power.

Above ground, Shiva appears and demands that Jubilee take him down to Vole, Jubilee tells Shiva that Vole is really Psi-Borg, who is down in the hole in the ground, Shiva goes and looks and Jubilee kick Shiva into the hole. As Shiva falls, his computers recognize Vole voice and targets Psi-Borg. Shiva lands and crushes Psi-Borg, tearing his suit in two, revealing an old man inside. Wolverine is released from Psi-borg’s powers and immediately slashes Sabretooth down his chest. Wolverine grabs and hugs Silver Fox's dead body. Psi-Borg, using a Psi-beam, commands Sabretooth to him, they merge together into a form of a little tree with a pod on it. Wolverine ask where Sabretooth is, so he can kill him. Maverick explains that Psi-borg grabbed hold of Sabretooth and all that’s left is a little twig with a pod on it, Maverick pulls the pod from the twig and crushes it in his hand.