15-year-old Kitty Pryde wakes up one day and finds herself able to walk though objects. She tries to ignore it, but finds that hard when she's approached by Jean Grey and a mutant trouble maker, who both say they know what she's going through and want to help her. Meanwhile Wolverine's old nemesis, Sabertooth, arrives in town - looking for trouble.
When Scott and Kurt use their powers to save several people from a car crash, the question of how much they're willing to ignore to keep their powers a secret comes up. Professor X maintains that the world is not ready to know about them, however the other mutants, now without Mystique's guidance, have other ideas...
A mysterious female assassin terrorizes the X-Mansion, knocking out the X-Men one by one. Wolverine finds out that it is his clone, created by the Dr. Deborah Risman and raised without love by HYDRA, and she wants to kill him because she holds him responsible for her miserable life. Wolverine and X-23, as she is called, square off in a battle that Wolverine does not want to win.
Magneto hunts Apocalypse, but the X-Men hesitate. Kurt brings Mystique back from the Brotherhood, leading to a fight. Jean finds Apocalypse, and the X-Men investigate but fail to stop him. Apocalypse defeats Magneto. Rogue learns she can save her mother but shatters the statue, ignoring Kurt’s plea.