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In order to prevent all of humankind from being turned into mutants, the X-Men, the Brotherhood, S.H.I.E.L.D., The Acolytes, Angel, Spyke, Havok, and the New Mutants all jiunge forces to save humanity from the ambitions of Apocalypse.

Rogue falls under the mind control of Mesmero and is used as a weapon to absorb the mutant abilities of every X-Man, Brotherhood, and Acolyte member.

Despite rescuing Professor X, the bigotry towards mutants still exists as our Heroes return to Bayville High, scorned and verbally abused kwa their human classmates, including their mutant-hating Principal Edward Kelly.