The Xavier Institute for Higher Learning, Kitty Pryde and Rachel Grey also known as the phoenix get ready for bed. Kitty checks on the kids one last time and then leaves Rachel. Rachel tell Wolverine that he can become visible again since Kitty was gone. Wolverine appears out of thin air and tell Rachel to take him to Cerebra or he will start a terra-former that could blow up the whole school. Rachel tells Wolverine that she thought he was supposed to kill the president. Wolverine explains that she was going to kill the president in Washington DC for him through Cerebra. Rachel resists, but Wolverine reminds her that she is risking every child’s life in the school. Rachel puts on the Cerebra helmet and begins to concentrate.

Washington DC, Nick Fury, Captain America and SHIELD agents protect the president in the White House, while Iron man and Falcon monitor the surrounding area from the skies.

The Xavier Institute for Higher Learning, Rachel tells Wolverine that she has a lock, Wolverine tells her to kill him, but suddenly the terra-former falls apart. Rachel tells Wolverine that she used Cerebra to read Mr. Fantastic’s mind and found out who he made the terra-former that way she could use the information to disassemble it. Rachel uses the power of the Phoenix and blows Wolverine through the Cerebra’s armored door, then telepathically calls the rest of the X-Men to help her. Hydra tries to help Wolverine by teleporting him away from everyone. Wolverine hopes into the black bird and flies it through the mansion ripping it apart and crashes into the forest outside. The White Queen, Gambit, Rogue, Storm, Iceman and Colossus chase him, but Wolverine is still able to take out more SHIELD guards. Havok tries to blast Wolverine, but Wolverine slashes him across his chest. Beast tries to grab Wolverine but Wolverine stabs him in the side, before he teleports away. Wolverine finds Kitty Pryde and Northstar and leaps at Kitty to strike, but Kitty phases and Wolverine passes right through her and stabs Northstar in the chest with both sets of claws. Kitty hits Wolverine over the head with a log and Cyclops optic blast him. Wolverine teleports away, but as he tries to get up, Captain America slams his shield into the back of Wolverine’s head slamming his head into the ground, rendering him unconscious. Kitty holds Northstar, but it was to late he was dead.

Hydra secret base, Elsbeth Strucker tells her husband that because of his failure he must sacrifice himself and let someone else take charge of Hydra. The Gorgon uses his katana blade to cut his head off.

The Helicarrier, Captain America and Nick Fury watch the deprogramming of Hydra’s and the Hand’s brainwashing of Wolverine. Captain America ask if Nick Fury has a plan to take out Hydra and the Hand. Nick Fury tells him that he has something better then a plan, he has his little killing machine back.