With Magneto seemingly dead, Fabian Cortez takes over Asteroid M, and initiates a nuclear war with Earth. The X-Men attempt to sabotage his warhead stockpile, and rescue Gambit, finding assistance in the most unlikely of places.

Magneto builds a home strictly for mutants on the orbiting base known as Asteroid M. The message goes out worldwide of initial exodus, and he finds just as many eager to join him, as those anxious to destroy him.

The former Soviet Union's living weapon, Omega Red, is thawed out by the US Military to deal with an abandoned Soviet nuclear submarine near Hawaii. He asks for his old enemy, Wolverine, and the woman responsible for freezing him most recently, Storm, to accompany him on the mission. Omega Red is offered restored humanity, but once aboard the warhead-filled sub, he reveals his true, deadly intentions.