A shocked Cannonball, Dazzler, Kitty Pryde and Rachel Summers find themselves in Limbo, brought there by Illyana Rasputin. Shortly before, the godlike Beyonder had brought her evil side to the fore for all to see and, in her madness and pain, she teleported herself and those close to her to Limbo. The magically realm is coming apart at the seams, reflecting its mistress’s madness.
The mutants try to save themselves from the boulders coming at them. Illyana strikes at them with her magic, twisting their bodies as easily as she does the landscape until Kitty jumps at her telling her to pull herself together. Illyana summons her Soulsword: the blade is pitch-black instead of silver, the way it should be. Kitty’s understandably worried. For some unfathomable reason, the weapon can hurt her even when she’s phased. In turn, however, she gambles that, unlike anybody else, she can touch and wield it. She grabs the weapon from Illyana’s hand and is surprised to see that the blade turns silver in her hand. In addition, she’s sporting Illyana’s mysterious silver armor on her arms. Kitty has no idea how that’s possible, but makes the best of the situation. She strikes Illyana with the sword hoping this will return her to normal - which it does.
As both the realm and its mistress return to normal, the others exclaim that Kitty has cured Illyana but Kitty knows better. She may have gotten rid of the outward manifestation of evil, but the cancer that’s trying to rot her friend’s soul is still there. And now, she fears, it may have infected hers as well. She clenches her fist: first, the Beyonder took away the man she loved and now he hurt her best friend. Somehow, she vows, she’s going to make him pay.
After magically providing them with a change of clothes, Illyana teleports them back to LA, where the fight between the heroes and the Beyonder is already over. Sam calls the Avengers’ toll-free number and tells a sceptical operator what’s happened. Illyana figures though they should return to their original mission of saving Sunspot and Magma. What can the five of them do against a god, after all? Leave that to the professionals.
Based on Dazzler’ knowledge of somebody in the audience, the mutants backtrack. Rachel secretly mind-scans the patron, finds out who the ticket seller was and so on. Now, they’ll continue that line of research until they reach the source. Alison has misgivings about that course of action, though - she feels troubled about spying on people that way. Shouldn’t they involve the police? Kitty points out that that would compromise their identities and the longer all this takes the greater the risk of something happening to Sunspot and Magma. She wonders though why they refused to accompany the others when they had the chance. Obviously, the Gladiators have a hold on them, but what? She asks Ali if she has any idea, since she used to be with the Gladiators. Alison says no, but suggest she could infiltrate them to find out. Kitty politely but firmly refuses, claiming that she’s a better candidate since she’s been trained for this kind of business. Besides, why should the Gladiators trust Dazzler after she almost put them out of business the last time? Dazzler correctly surmises that Kitty doesn’t trust her either, but vows that she’ll prove herself.
Elsewhere, Sunspot fights for his life in the arena. Being careless, he gets hurt, nevertheless he manages to beat his foes as the crowd cheers. He couldn’t care less. As he walks out, he wonders what to do; should they insist he kill? Amara expects him and exclaims that he’s bleeding. He notices the gash at his side. He wasn’t aware of that. The Gladiators’ leader, Flynn, appears to them as a hologram, calling this his first badge of honor. Sunspot sarcastically replies how overjoyed he is. Flynn warns him not to get too insolent. He shouldn’t forget the children they are keeping hostage to ensure Sunspot’s and Magma’s good behaviour.
In the Hollywood Hills, overlooking the Gladiators’ mansion, the mutants angrily realize that Dazzler walked out on them. She’s sitting in cab, nearing the mansion. Rachel and Sam suggest they could bring her back. Kitty asks Ray to just mindcall her. Dazzler tells Rachel that she has to prove herself. She heard how Lila called her a junkie and the Gladiators her heroin. She has to find out if she truly is an addict and whether she’s kicked the habit. With those words, she enters the mansion ground.
Sam angrily tells Kitty that she didn’t have the right to let Ali take such a risk. Kitty replies that it is Ali’s choice. Rachel picks up an indistinct presence near her – the invisible Beyonder, watching them. She gets distracted as she realizes that her psi-contact with Ali broke when the other woman entered the building. The mansion is suddenly surrounded by a powerful psi-screen.
At that moment inside, Ali faces her former compatriots, Max and Ivich, and tells them she wants back in – she couldn’t make it outside. She’s missed them. And their life as well, she bets, Ivich states welcoming her. Max tells her they want to accept her, but she has to prove herself. He hands her a bottle, stating that this is a stronger version of the drug they gave her last time. It lowers inhibitions and intensifies her violent nature – after this they’ll have to fight to keep her out of the arena. If she wants to regain their trust, she has to drink it. Dazzler complies. Elsewhere, watching the display, the Gladiator’s mysterious backer – surrounded by servants - rejoices at how blithely a former slave once more dons her chains. These ones will never be removed…
The being orders champagne and muses that this affair is coming along wonderfully, which is almost too good to be true. A prudent individual should plan ahead for disaster. A phone call should take care of that. The individual asks to speak General Nguyen Ngoc Coy. Noticing that one of the servants is trembling, he asks if the man fears him. No, the man replies fearfully. Does he love him? Yes, the servant stammers. Then, as an expression of that love, he should die for his master. The individual toasts Alison’s image, stating that she is now his property.
Later still, Kitty, under the assumed name, Cat, is in a job interview with Max and Ivich. With forged credentials, courtesy of Lila Cheney, she’s trying to get a job as a technician. Max tests her by having her repair a module and, impressed by her skill and despite her attitude, they take her. Ivich interrupts their conversation, as Dazzler is starting her act. Standing high above the fighting Gladiators, Dazzler starts to sing and starts her lightshow, attacking and triumphing over the other combatants. Standing triumphant and cheered by the crowd, she thinks to herself that Ivich was right – this is where she belongs. The invisible Beyonder watches, stirred by the lightshow, though he does not know why.
Roberto and Amara come to after they’ve been knocked out by Dazzler’s act and Alison asks them how they are. She reminds them that she was here with Sam when he tried to rescue them. Roberto remembers: Back then, Dazzler saved Ivich and struck down Amara the same way she struck them down tonight. They can do without that kind of help. Dazzler defends herself: she couldn’t help it and, if she hadn’t acted, someone would have been killed. She asks them to trust her, but the two New Mutants are not having any of it. Dazzler loved being in the arena – she’s a fame addict. Alison denies that, but Amara points out that she can’t even convince herself. Why then should they trust her? Besides, they have to stay because Flynn s keeping children hostage.
Kitty has been eavesdropping on the conversation via a radio she cobbled together. Now that she knows Flynn’s hold over them, she intends to check whether these hostages exist or whether it is a bluff. Kitty feels lousy about Alison, though. This wouldn’t have happened had Kitty not let her walk into the lion’s den. And yet, Ali is a grown-up, she tells herself. It’s her decision. Nevertheless, she would have wished for a happier ending. She radios Sam, who tells her that Rachel and Illyana are asleep. Kitty tells him that his friends are okay, unlike Dazzler. Sam had the right idea, she’s afraid. Then, she explains her plan.
The next morning, the Gladiators are training their powers and fighting skills. Alison is about to despair. She’s tried to talk to Sunspot several times and he brushed her off every time. What should she do? She pities herself and remembers how her choice to become a singer cost her her father’s love. Now, her choice to join the Gladiators has cost her the New Mutants’ respect. Suddenly, Magma viciously hurls a lava bolt Alison’s way. Ali ducks and ends up in Sunspot’s arms. He tosses her high up in the air until a fellow Gladiator, called Lexi, catches her. Roberto would have done that himself, had nobody interjected – he only meant to frighten her – but Ali doesn’t know that. She is furious and tells the mutants that she will repay that little stunt, with interest. She rants that she only wanted to be a star. Is that a reason for people to resent her? She had figured them being mutants made them kindred souls – her mistake. From now on, she’ll look out for herself alone. The Gladiators’ mystery boss watches the display and gloats as Dazzler isolates herself from her friends.
Outside and away, Rachel is meditating, trying to locate the odd psychic presence from before. Does she figure it’s the Beyonder? Sam asks. Of course, Illyana answers, why else would she be trying so hard? When Sam inquires what he did to her, Illyana explains that this creature in Limbo was no illusion. That was Illyana. - a part of her soul is fundamentally evil and the Beyonder brought that to the surface with the same ease they would draw a breath. If not for Kitty, she would have killed them or worse.
Sam wonders why the Beyonder came to Earth. Probably he’s a bored celestial sadist, looking for some cheap thrills, his teammate replies cynically. Sam refuses to believe that. There’s got to be a better reason. Only God should have such power. Maybe that’s who he is, Illyana states. Or the devil, Sam adds. They could just as easily die fighting the Gladiators down there, Illyana points out. That’s different, Sam explains, it’s human. It’s an understandable, acceptable risk but how can you fight someone who can change all the rules on a whim?
Rachel interrupts: no sign of the presence, but Kitty’s radioed: the fight’s tonight.
In the Gladiators’ mansion, Kitty disables a junction, causing a blackout in both lights and surveillance systems. She uses that time to phase into the quarters and find Sunspot. They hug and she tells him the cavalry’s arrived. She’s checked out Flynn’s claim about the hostages: it’s a bluff. But they have a plan to put the Gladiators away for good. This night, when the match begins, Sam, Rachel and Illyana are going to raise such a ruckus that the authorities – no matter how bribed they are –will have no choice but to bust this place.
In the evening, Cannonball, Magik and Rachel move towards the Gladiators’ mansion when, suddenly, before them stands a seemingly unassuming man– however, the others recognize who he truly is: the Beyonder. Furiously, Illyana manifest her Soulsword and threatens him with it. She warns him to stand aside - he won’t catch her by surprise this time. If anything, the Beyonder is curious, rather than afraid, as he moves towards the girl.
Rachel telekinetically yanks Illyana back and tells her that they cannot hope to fight him – they’ll have to communicate. Rachel wishes to herself that Professor Xavier were here to back her up. She decides – no matter how abhorrent it is to her – to telepathically bare herself to him to show that she comes in peace. Suddenly, as she starts contact, his radiance fills her. They become one and she learns what drives the godlike being: curiosity. He wants to know what the meaning to his existence is and has sought out Earth to learn.
The others watch the two glowing and Sam worries that it becomes too much for Rachel to handle. He activates his power, grabs Illyana and tears Rachel away from the Beyonder, breaking contact between them. Rachel tells them what she saw: a light, beautiful yet terrible, like the stories about her mother Dark Phoenix. Illyana sarcastically notes that the Beyonder vanished. He’s probably looking for some new toys to play with.
Inside the Mansion, Kitty and Bobby finish discussing the plan: they’ll use the confusion the others will cause to slip away. The furious boy wants to deal with Flynn himself and Kitty urges him not to let Flynn drag him down to his level. He should wait for her signal. She’ll inform Amara and Dazzler.
Kitty enters Dazzler’s room, where Alison lies asleep on her bed. She finds Ali’s journal lying open and reads the latest entry. In it, Alison wrote that she can’t go on being a Gladiator. She wants to be a star but no at the cost of her soul. Kitty reads this and smiles. Ali faced her inner demon, the way Kitty did in Japan, and won. She may not be a star but she is a hero. Suddenly, Dazzler awakes with a start. Kitty tells her she knows how hard this decision must have been for her and comforts her that her nightmare is over. Dazzler starts to smile evilly and glows brightly, momentarily overloading Kitty’s mind. She blanks out, only to find herself gripped by strong arms from behind and a voice announces that Dazzler’s nightmare is far from over. In fact, hers and Kitty’s have only just begun. Kitty recognizes the voice. In response to her unspoken thought, the being announces she’d recognize the face as well. Kitty realizes the identity of her foe and shouts in disbelief “Impossible! It can’t be—you?!”
In the arena, Magma and Sunspot are getting increasingly nervous. Their fight is about to start. Kitty should have given them the signal by now. Despite Amara’s assurances, Sunspot fears that something has gone wrong. Suddenly, Dazzler begins to sing and a ridiculously, big-armed berserker enters the arena. Sunspot decides that they have to forget Kitty and her plan. Against this horror, it will take all their powers to simply stay alive. They’ll have to kill to survive this time.
In a private box, the leader of the Gladiators gloats that is precisely the idea. And, since their foe is actually a mind-controlled Shadowcat, locked within a robotic shell, the mysterious individual will be the ultimate victor no matter the outcome.