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• Writer - Chris Claremont
• Penciler - Jim Lee
• Inker - Scott Williams
• Lettering - Tom Orzechowski
• Colorist - Joe Rosas
• Ass't Editor - Suzanne Gaffney
• Editor - Bob Harras
• Editor in Chief - Tom Defalco

Summary

  In space above Russia, one shuttle pursues another, lasers blasting. Magneto appears and rips them apart, refusing to allow battle near his Asteroid M. The first shuttle calls: they are mutants who want him to lead them. He protests that those days are over, but they say he can't abandon his people.

  Russia notices Magneto's energy signature, notifies Washington, and initiates Stage One of the Magneto Protocols.

  Xavier has recently returned from space (UXM 275) and now plans for the future. The X-Men test Forge's defense systems: Bobby is knocked down by missiles; Rogue leads them around to destroy their launchers; Warren tosses Piotr into the mansion, but Jean stops him telepathically. Sean notices a second assault team below the mansion and sends robots to attack; Rogue is knocked out by a second wave of missiles. Remy sneaks off alone, gets to Jean, and kisses her. She explodes: a robot decoy. Telepathically masked by Betsy, Logan rips up through the floor and tags the real Xavier, putting his claws dangerously near his head and angering Scott. Logan goes off in a huff, while Scott tests the upgraded Danger Room.

  Fury briefs the X-Men about Magneto. Rogue says they shouldn't assume he's going to attack (they shared a moment, UXM 274- 275). Xavier adopts Scott's plan to split the team into two strike forces.

  Magneto stops his new guests from fighting. Deke shoots a mutant just as she asks for sanctuary; Magneto turns Deke's gun against himself. Cortez, calling the humans "flatscans," has a proposition.

  Cerebro detects Magneto in the mid-Atlantic, so Xavier sends the Blue Team (Scott, Hank, Logan, Rogue, Remy, Betsy) on the new Blackbird.

  Magneto has raised the Leningrad, the sub he sank (UXM 150): he wants the nuclear missiles for self-defense. He stops the Blackbird in mid-flight; the X-Men attack and get their heads handed to them. Logan starts to go berserk, so Scott blasts Magneto out of his way. He lands among the bones of the sub's crew, which gives him pause, but he rallies, takes the missiles, and flies away. Rogue goes after him to talk, not fight, but Russian jets shoot her down, making Magneto's point for him. He detonates one missile and disrupts electronics across Russia, then returns to his asteroid. He is bleeding from Logan's claws; Cortez uses his power to heal him.

  The X-Men search for Rogue; Xavier contacts them: he got a phone call from Genosha, saying she landed there. Cortez has formed the Acolytes, including Delgado, who led the Russians but switched sides. They rampage through Hammer Bay to get Rogue as ally or as prisoner. The X-Men arrive and give battle.

  Magneto arrives and orates: "All my life, I have seen people slaughtered wholesale for no more reason than the Deity they worshipped, or the color of their skin--or the presence in their DNA of an extra, special gene. ? Henceforth, I declare Asteroid M a sovereign world. Home and haven to mutantkind."

  Sean finds Moira crying, saying this is all her fault.