Trying once again to take a vacation, the X-Men are individually drawn to Central Park where they encounter phantom versions of themselves. One by one, they fall to five super powered villains. The X-Men are brought to Count Nefaria's fortress and he tries to convince them to join his plot to steal Washington D.C. and hold it for ransom.
The X-Men are given a weekend off and head out for some fun. Cyke and Angel visit Jean in college and find her engaged with brothers Ted and Ralph Roberts. Ralph, who used to work for Tony Stark, takes them all to his lab where he puts on his new Cobalt Man suit to impress his brother. Going a little batty, Cobalt Man wrecks the lab and heads out to Stark Industries to confront his old boss. The X-Men assemble to battle him before his suit becomes radioactive and blows up.