At the Xavier Institute, Kitty Pryde (Shadowcat) is awakened from her sleep when Sarah (Marrow) harasses her by dropping a dead rat onto her bed. The pair verbally spar, until Marrow mentions in passing that she saw terrorists planting bombs in the New York City subway tunnels. Alarmed, Kitty gathers the X-Men in the kitchen to question Marrow. Hearing Marrow's description of the terrorists, Logan (Wolverine) surmises that Flag-Smasher and ULTIMATUM are probably who she saw.
Storm decides the team will investigate, and splits the X-Men into two teams; she, Rogue, Colossus and Gambit will scout the stations, while Marrow, Kitty, Wolverine and Nightcrawler search underground. The latter quartet head into the city on an old garbage sweeper train, using walkie-talkies Marrow had stolen to communicate with the other team.
Reaching the point where Marrow saw the terrorists, the team splits into pairs. Marrow is paired with Nightcrawler, but Kitty insists on accompanying her instead, surprising Marrow, considering their earlier confrontation. They will head down track while Nightcrawler and Wolverine check the other. Marrow, still sporting a chip on her shoulder about humans, continues to taunt Shadowcat about her beauty and being able to fit in with the "fleshbags".
Nightcrawler and Wolverine come upon a troop of ULTIMATUM soldiers and engage in a short fight, during which Wolverine suffers gunshot wounds that he needs time to recover from.
Meanwhile, Colossus and Rogue have split off from the Storm and Gambit. They also encounter an ULTIMATUM squad aboard a train, and the two X-Men easily win the ensuing fight. Shadowcat phases herself and Marrow through the subway walls to reach the train Colossus and Rogue are aboard, winding up in the car where ULTIMATUM is transporting the bomb. However, they are held at gunpoint by the goons. At the same time, Nightcrawler and Wolverine manage to teleport aboard the train, rejoining Colossus and Rogue.
Storm and Gambit locate Shadowcat and Marrow and burst into the car, routing their captors. The others arrive shortly, and the train comes to a stop below the United Nations building. Marrow feels something is wrong with the situation and leaps out of the car, followed by Shadowcat. As they run down the tracks, Marrow tells her the bomb's a fake, since blowing up the UN would be counter to Flag-Smasher's motives. Marrow is sure the real motivator has to do with money, so she leads them to the tunnels beneath Wall Street.
There, they discover Flag-Smasher has another bomb beneath Wall Street, the financial center of New York, the first simply being a decoy. The duo overwhelm him, then Shadowcat turns her attention to the bomb. Having no idea how to defuse it, she is ready to sacrifice her life by phasing the bomb underground, but Marrow instead knocks her unconscious.
She then stabs Flag-Smasher through his shoulder with one of her detachable bones, pinning him to the base of the device, and tells him that he can defuse the bomb or die with it. She carries Shadowcat from the scene, and sets her down along the tracks some distance away. Shadowcat comes to soon after, angry at Marrow for her actions. However, as Marrow had predicted, the bomb doesn’t detonate. The pair are soon found by the rest of the team, and they head back for home. Along the way, Marrow ponders the heroic actions of the X-Men, also softening her feelings toward Kitty.
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