The events of Rise Of The Marauders have left the X-Men in a weakened state with several key members on the shelf (Beast, Marvel Girl, Nightcrawler & Iceman). As they try to regroup and reassess, Bolivar Trask - haunted by his son's visions - sets a plan into motion that will ensure that the age of mutant tyranny never comes to pass. Meanwhile, ironically, Magneto may very well have secured the means to make that very thing a reality....