Following the capture of Magneto, Xavier and Jean, and after the rest of the X-Men are captured, Sinister plans for the extraction of their genetic material to create an army of super-mutants.
The X-Men land in Antarctica and discover to their dismay, that their powers are gone. They are attacked by Sinister’s goons. Only Wolverine manages to escape by jumping off a cliff. Wolverine loses the “Sky Riders” deep into the jungle. He briefly wrestles a dinosaur before throwing it off his tail. He encounters Ka-Zar, who mistakens Wolverine for one of the mutates. Wolverine, having convinced Ka-Zar that he too is intent on destroying Sinster, they join forces to take out the Sky Riders. Together, they re-attack the citadel.
The rest of the X-Men are imprisoned with Jean, Xavier, Magneto and Morph. With his machines, Sinister is able to take genetic material from one mutant and put it into another. The first test is administered, taking Magneto’s essence and transferring it into Vertigo, magnifying her power.
Ka-Zar and Wolverine enter the citadel. Wolverine heads off in search of his team mates while Ka-Zar frees his people. The freed captives cause enough commotion to distract Sinister and his goons, giving Wolverine time to free Xavier and Morph. They destroy the machines, giving the X-Men their powers back.
The X-Men make quick work of Sinister’s goons. Cyclops proceeds to attack Sinister. Sinister tries to control Morph’s mind to take out Cyclops, but with the help of Xavier telepathic attack overriding Morph’s mind-control, Morph blasts Sinister into pieces instead. Sinister’s goons flee the citadel. Jean uses her telekinesis to spread the pieces of Sinister all over the land.
Sauron sets the citadel to explode.
The X-Men help to rebuild Ka-Zar’s village. Xavier tries to convince Magneto to join his cause, but to no avail.
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