Exodus is at the full potential of his powers, and triumphantly stands over the defeated bodies of both X-Nation and the Wild Boys. Warbird gets up, and tells Exodus that he can have X-Nation for all he cares, but Warbird first wants to finish the business he has with Wulff. Exodus won’t allow that, and angrily demonstrates his powers again to the Wild Boys, who get the point that they are in a very bad situation. The Wild Boys regroup and decide to attack Exodus. However, he’s much more powerful than they are and easily defeats them.
X-Nation wakes up, and wants to know what’s going on, since they don’t know who Exodus is. Exodus tells them that he’s here to protect them, and puts them in a transportation bubble. Exodus tells the kids that he knows who they all are; he even knows December’s last name. He offers them a chance to get away from all the hatred of the humans, and a place where they can be safe. The only thing the kids need to give Exodus is their word that they agree with him. Word it is, and both Exodus and X-Nation teleport away from Halo City!
Just after the transport, Dr. Strange and his apprentice, Mademoiselle Strange, materialize in the city. The doctor gives Strange a quick overview of the city’s history, that it was built by Doom himself and that Strange is there to right a wrong done to an innocent soul. Before Mademoiselle Strange can ask more, the Doctor wishes her good luck and teleports away. Suddenly, she gets a headache and sees images. She recognizes the girl, thanks to her tattoo, but it can’t be, she thinks: it’s Chimera! Strange sees how Exodus attacked Chimera with her guard down, and how she decided to fight back.
Meanwhile, in the ruins of the shelter, Shakti has taken Nostromo to Xi’an for a checkup. Though Xi’an is hesitant about using his powers on Nostromo’s metal arm, he goes for it. Xi’an concludes that there appears to be something else inside Nostromo’s metal arm, besides the techno-organic virus. Xi’an asks Shakti to enter Nostromo’s arm but, before she can, Nostromo’s attitude changes rapidly, and his voice changes too and has an evil tone. Nostromo attacks Xi’an and throws him away. Nostromo confronts Shakti, and metallic wires come out of his head, which grab Shakti’s head and suck her conciousness out of her, making her faint. Nostromo seems to be gone, and taken over by something pure evil.
Elsewhere above the city, Mr. Fantastic has reached the town and manages to rescue some kids before they’re drowned. While scouting the area, Reed hopes that everything is still okay with his family. Exodus lands, but both he and the kids feel bad. Exodus apologizes, since his powers haven’t been the same since his defeat at the hands of Nate Grey. The kids have all different thoughts about Exodus and argue about it. December believes in Exodus and walks over to him, asking the man if he’s all right. Exodus smiles and tells December that he is, thanks to her. He doesn’t tell the girl but, unnoticed by her, he drains her life force for him to feel better.
Exodus tells the kids that they’ll have to leave again, this time to the Last Refuge. As they move, Twilight telepathically tells Metalsmith that she doesn’t trust Exodus one bit. Metalsmith wants to know that since when Twilight has telepathic powers, but she doesn’t want to talk about it. Though Exodus senses a psychic conversation going on, he can’t hear what they are saying, but finds it clever.
In the shelter, a strange creature merges and tells Shakti that it’s useless to try to bring Nostromo back to normal, as they believe that the boy belongs to them. Nostromo is able to fight back, but then changes into a weird cocoon. Shakti can’t comprehend what’s going on. Nostromo somehow manages to escape out of the cocoon, and is back to his former self. He asks Shakti what’s happening to him, but she honestly doesn’t know. But, she can promise Nostromo one thing: he won’t be in this alone.
Exodus and X-Nation float above Halo City, and watched it being flooded over. Exodus laughs, but the kids don’t find it funny. They ask Exodus to help the humans, since he’s got all those powers. Exodus refuses, since they’re talking about “mere humans.” The kids try to fight back, but Exodus demonstrates his awesome powers, so that X-Nation learns the hard way not to mess with him.
Suddenly, Exodus himself is attacked. He gets up, and finds out that his adversary is none other than Mademoiselle Strange! But Strange’s powers can’t stand against Exodus’s skills, so he easily defeats the woman. The X-Nation kids strike back, but Exodus manages to stop them all. Clarion tries next and ends up being thrown in the water. Metalsmith goes after him and rescues his live. Clarion thanks him for that, but panics when they both see Twilight confronting Exodus.
Exodus talks Twilight into joining his side. Laughing, he opens an attack, but Twilight turns on him. She traps Exodus in her Sphere of Influence, and Exodus can’t escape from that unless she wants him to. Exodus concentrates his powers, and hereby manages to free himself. Twilight lands, and it looks like she’s dying. Strange creates a protective field around her, Twilight and Metalsmith, and restores her life force using her magic. Exodus manages to break through the field, and prepares to kill his enemies.
Clarion won’t let that happen. He concentrates all the noise in the air, and uses it to attack Exodus. He won’t let the attack happen, and teleports both him and Clarion away. He tells Clarion to say goodbye to his friends, as he’ll never see them again. Everyone mourns the loss, but Strange tells them that they’d better leave now, as the city’s almost filled completely with water. The kids realize that and, as Strange teleports them away, they are all ready for the future!
