Magneto brings a group of mutants on board of his base in space 'Asteroid M'. Magneto's goal is to make Asteroid M a haven for all mutants. Meanwhile the X-Men discover Magento's up to something; Magneto is ready for some nuclear action... The X-Men battle Magneto, but Magento flies to Asteroid M with his nuclear weapons, leaving the X-Men behind on earth. Rogue tries to follow Magneto, but both are shot down by a plane from the russian army. Rogue falls down and she meets Magneto's followers 'The Acolytes'. A fight between Rogue and the Acolytes starts, but soon the X-Men arrive to help Rogue out. Magneto is wounded by the attack of the russian plane, but is healed by Fabian Cortez...