The first appearance of the infamous Mr. Sinister.

The issue begins with Mr. Sinister berating his Marauders. The Marauders had failed to assassinate Madelyne Pryor. Sabretooth (a Marauder) refuses to be treated as inferior, proceeding to attack Mr. Sinister. Mr. Sinister fends off Sabretooth and then assigns his Marauders to San Francisco to finish off Pryor in the hospital.

Meanwhile, Dazzler practices her skills in the Danger Room on a hologram of Rogue. The two then have a tremendous falling out and begin to despise each other even more.

Later, the X-Men arrive at Mercy Hospital in San Francisco. The inevitable battle takes place, destroying much of the hospital. Rogue is instructed to take Madelyn Pryor away to safety. However, Rogue is suddenly attacked by Polaris, the former X-Man. Polaris uses her powers to throw Rogue into the Bay. Pryor then swims to safety, with the help of Dazzler. Rogue then instructs Dazzler to leave her behind to die, but Dazzler refuses. Dazzler then risks her life to save Rogue's life, proving that their grudge had been lifted. Finally, Polaris arrives to make sure she kills them both this time. The story continues in the next issue...