In Earth orbit Cyclops and Xorn are being held captive by a mind controlled Lilandra and her Imperial Guard. Despite Cyclops' warnings, Lilandra and her forces are convinced that Cyclops and Earth's mutants are suffering from a psi-plague. Lilandra orders her Imperial Superguardians, who have already landed at the Xavier Institute, to carry out their sterilization orders. The Superguardians quickly find the X-Men and their students prepared to defend their home. Despite the X-Men's valiant efforts, when the Imperial Guardsman Gladiator enters, the battle the conflict is soon over. At the moment of the Superguardians' victory Smasher is found who confirms the X-Men's claim; that the being posing as Charles Xavier is in fact the monster, Cassandra Nova. Back on the superdestroyer space ship, Cyclops and Xorn manage to free themselves and swiftly turn to their captors to press their advantage.