X-Men [Cyclops [Scott Summers]; Marvel Girl [Jean Grey]; Angel [Warren Worthington III]; Iceman [Bobby Drake]; Beast [Henry McCoy]]; Alex Summers [Havok] (origin continued); The Living Monolith [Ahmet Abdol] [also as Living Pharaoh] (villain)
In the Egyptian desert, the X-Men battle the Living Pharaoh and his men. The Pharaoh takes off with Alex and siphons off his mutant powers to turn himself into the Living Monolith. As the X-Men battle the Monolith, Alex turns the tables by taking back his power and more, stopping the Monolith and destroying the ancient temple where he has been trapped. Alex warns his friends to stay away as he has no control over the destructive powers coursing through his body.
Lorna is attacked by a Sentinel; Alex is paralyzed by his terrible and destructive new powers as the X-Men try to figure out how to help him. The Egyptian authorities arrive and the Living Pharaoh tells them to arrest the X-Men for the destruction of an ancient temple. Alex takes off in the conflict and is attacked by a Sentinel. Learning of the attack on Lorna, Iceman and Beast head back to the states to investigate. They catch a newscast where the son of Bolivar Trask proclaims to the world that the Sentinels are once again active and hunting for mutants.
Sentinels attack Beast and Iceman and Bobby sacrifices himself so that Hank can escape. Angel flies back to the states with Cyclops and Jean following close behind. Iceman is taken to Trask's Sentinel base where he meets up with Lorna and Alex, now called Havok with a containment suit built by Trask. Sentinels gather mutants from around the world and bring them to Trask. Fearful of Larry's methods, Chalmers takes the medallion from around his neck and the Sentinels refuse to follow their master as he is revealed to be a mutant.
With Larry Trask revealed to be a mutant, the Sentinels refuse to obey him any more as they continue to capture mutants and prepare to kill them. Cyclops, Jean and Beast mount an offensive to rescue their captured friends. Cyke, Jean and Hank disguise themselves as Quicksilver, Scarlet Witch and Toad as they battle the Sentinels. Cyclops tricks the Sentinels into flying into the sun; They rescue Havok but he is injured.
The X-Men take an injured Havok to be treated by one of Xavier's old buddies, Dr. Karl Lykos. Lykos is an energy vampire and drains mutant life energy from Havok, turning himself into the evil Sauron. Angel takes off to investigate the flying dinosaur and is hypnotized by Sauron's powers.
The X-Men battle Sauron but the he gets away and the heroes do not make the connection between the flying dinosaur and Dr. Karl Lykos. Visiting Lykos, they find Alex restored to health and witness a reunion between Karl and his love, Tanya. Her father arrives and forbids their love as the X-Men slink away from the uncomfortable domestic scene. Karl drains energy from Lorna and turns into Sauron once again. Once he changes back into Lykos, he confronts Tanya at their old mountain cabin and seemingly falls to his death as he runs away, afraid of trying to drain energy from the woman he loves.
Angel searches for Sauron and ends up in the Savage Land where he is attacked by flying dinosaurs. He is rescued by Magneto and restored to health. The rest of the X-Men arrive in the Savage Land and hook up with Ka-Zar. Angel does not recognize Magneto who presents himself as a benefactor and protector of the Savage Land mutants.
The X-Men make it back to the mansion after their harrowing battle with Magneto only to be commanded inside by Alex and Lorna. They learn that earth is about to be attacked by the alien Z'Nox but a plan has been made to counter the invasion--a plan formulated by none other than the "dead" Professor X. Xavier returns to his charges and explains that Changeling was masquerading as him when he was killed. The X-Men board the Z'Nox space ship and attack but it is the collective power of happy thoughts funneled through Xavier into his students that ultimately drives the aliens off.