Magneto builds a home strictly for mutants on the orbiting base known as Asteroid M. The message goes out worldwide of initial exodus, and he finds just as many eager to join him, as those anxious to destroy him.

With Magneto seemingly dead, Fabian Cortez takes over Asteroid M, and initiates a nuclear war with Earth. The X-Men attempt to sabotage his warhead stockpile, and rescue Gambit, finding assistance in the most unlikely of places.