Barely escaping the explosion in the Blackbird, the team now find themselves losing control of the aircraft, sending them crashing. Phoenix, Cable and Nate summon their telekinesis to “maintain the structural integrity of the ship”. Nina spots Death within the vicinity of their emergency landing spot and starts panicking.
Phoenix reaches telepathically into Nina’s mind in an attempt to find out more about the Mannites. Through Nina’s mind, the two find out that one of the Mannites, Darco, is going through a painful transformation, a “changing”. Nina tells Phoenix that they have to find and help the Mannites.
The team splits up into two groups. Cyclops, Cable and Archangel seek out Death while Phoenix, Nate and Wolverine guard Nina and try to find the rest of the Mannites.
Phoenix, Nate and Wolverine approach a carnival. They find people covered in a foreign tendrils. They try to free the people, but Darco’s “changing” is overwhelming. The Mannites are afraid of the “changing”, but Phoenix is determined to help Darco get through his “manifestation of his powers”.
Meanwhile, Cable and Cyclops are trying to find Death on foot while Archangel searches in the air. They stumble upon Bastion’s head in their search and are shocked. Suddenly, Archangel is tackled by Death in midair and telepathically warns Cyclops and Cable.
Wolverine and Nate are still trying to free the people while Phoenix attempts to reach Darco telepathically. The tendrils are now wrapping around Phoenix. Wolverine and Nate come to her rescue. Phoenix tells them she knows how to stop Darco. She helps guide Darco through his “changing” telling him not to fear it. Darco stops fighting and goes into a chrysalis state.
Cyclops and Cable spot a fallen Archangel. Death approaches the trio, and deflects Cyclops’ optic blast with his blade. Cyclops tries to warn Phoenix and the others about Death. But before Cable realises that Death is making use of Cyclops’ psychic rapport with his wife to locate the Mannites, it is too late. Death vanishes instantly after he learns of the location of the Mannites. Cyclops, Cable and Archangel hope they can get to the Mannites in time in the damaged Blackbird before Death does.