On a road somewhere, a SHIELD helicopter tracks Wolverine riding his
motorcycle. Logan's hyper senses sense the helicopter, and he tries to lose
it in the woods. Two hummers start chasing him, but Logan tricks them and
loses them. The helicopter finds him, though, and Nick Fury tells Logan to
stop – or should he say Weapon X?

Actually, Fury remembers, Logan goes by Wolverine now. Logan wants to leave,
but Fury says that if Logan won't cooperate they'll destroy his motorcycle.
Logan asks what this is about – he doesn't work with SHIELD anymore. Fury
tells him that Rebirth has been stolen, but Wolverine says that's impossible
– Rebirth was destroyed – he and Steve Rogers made sure of that. Fury says
that it was a backup – SHEILD discovered it seventeen years ago, and since
it was kind of a touchy subject, they mothballed it under Level 5 security.
Logan asks who stole it, and Fury says that whoever did it managed to bend
and destroy a titanium steel door, as well as knock out SHIELD security with
some kind of magnetic pulse – it's a mutant. Wolverine realizes immediately:
Magneto.

In Bayville High, Rogue is telling Kurt how bad she did on a history test
about World War II. A rude student passes between them, saying "clear the
road, losers", and Rogue starts arguing with him. Kurt advises the student
not to touch Rogue, and the student picks on Kurt instead, grabbing his arm
where the image-inducer is. The hologram disappears, and Kurt's true blue
furry form is revealed. The student is freaked out, but before things get
out of hand, Jean arrives and uses her telepathy to make him forget what he
saw and leave. Jean asks Kurt if he's okay, and he says he is – growing up
looking like this, he's heard it all before. He teleports away sadly.

In the Xavier Institute's backyard, Rahne Sinclair is helping Jamie Madrox
with his homework. Nearby, Logan is telling Xavier about his meeting with
Nick Fury. Xavier asks what exactly "Operation: Rebirth" was, and Wolverine
answers it was an early attempt at genetic engineering – crude but powerful.
The idea was to create super soldiers for World War II. The professor asks
if it was ever used on anyone, and Logan says yes: Steve Rogers.

A flashback in Logan's mind shows the genetic transformation of Steve Rogers
into the super soldier, and an incident in which Rogers, now called Captain
America, saved a soldier from an enemy plane. Xavier tells Logan that it
sounds almost as if Logan knew Rogers personally, and Logan says he did.
Xavier is surprised – he knew Logan was older than he looked, but World War
II? Logan's regenerative powers are impressive, and so is his memory, but
Xavier thought parts of Logan's past were lost to him. Logan explains that
it's pretty much right after that that things get fuzzy. Xavier is still
confused – if Rogers was indeed the famed Captain America, then that would
seem to indicate the Rebirth project was successful. Logan says that it
destroyed Rogers and now it's in the hands of Magneto.

Rogue and Kurt walk in the hall, and see the lights blink. They conclude
that it's either a power surge or Cerebro at full power, and hurry to scope
it out.

In Cerebro, Professor X and Wolverine are looking at a map of the worlds,
showing the locations of mutants. Logan says they're all over the place, and
Xavier says that the percentage of the population possessing the x-gene is
increasing exponentially – it's becoming difficult to keep track of them,
even with Cerebro's recent enhancements. Logan concludes that there's no way
mutants are gonna be under wraps for much longer, and Xavier agrees – he
suspects that's what Magneto feels as well, hence his recent activity. Rogue
and Kurt arrive and hear Xavier says Magneto's cloaking technology has been
keeping pace with Cerebro's enhancements – Cerebro can't find him. Rogue
reminds the others that she recently touched Magneto in New York, and got a
dose of memories – they're kinda confused, but one's a big metal dome half
buried in rocks. Logan asks where it is, and Rogue says it's in the Sahara
desert. Logan says that narrows it down to about three and a half million
square miles and asks Rogue if she can be more specific, and she says she's
sure she could recognize some landmarks. Logan doesn't want her to come
along, but she says that way he won't find it – besides, from what she can
figure out, nobody can get through that dome without the power of magnetism.
Xavier understands the one other power that can get them in is
teleportation, and Kurt happily joins the mission, much to Logan's
annoyance.

Wolverine, Nightcrawler and Rogue take off in the Velocity, heading to the
Sahara desert. Kurt is very excited that they're on a mission and tells
Rogue they're a team. Rogue says "big whoop, a team of two".

Rogue's words remind Logan of another time, many years ago. A flashback
shows Logan, Captain America and an American officer in a military airplane.
The officer introduces Captain America to Logan, who's with the Canadian
Special Forces, and says that Logan is as tough as Rogers, which is a good
thing. Logan asks about the mission parameters, and the officer explains
they're going to liberate a POW camp in Poland, but for the safety of the
prisoners, it has to be fast – real fast. Logan asks how fast is real fast,
and the officer says they don't get parachutes.

The plane starts shooting at the Nazi guards of the POW camp, and Logan and
Captain America jump off into a building. The confused Nazis are defeated
rather easily thanks to the element of surprise and Logan and Steve's
superpowers. Captain America, using his shield to protect himself from the
bullets, gets to the prisoners and carries a little boy in his hand. The
other prisoners follow him running. More Nazi soldiers surround them, but
the two superheroes defeat them. Two soldiers throw grenades, but amazingly
the boy Captain America is carrying manages to repel them magnetically.
American tanks arrive, and Steve and Logan hurry to help the prisoners onto
a truck. Logan, who noticed the young boy's superpowers, asks him for his
name. The boy answers he's Erik Lehnsherr and thanks Logan for saving him.

Wolverine snaps away from his memories and back to the present when
Nightcrawler asks him why Magneto wants Rebirth. Logan explains that back in
World War II, Magneto saw Rebirth in action with Captain America – he must
have researched it afterward. Rogue recognizes a landmark and directs Logan
to head east. Kurt asks why Captain America was the only great hero Rebirth
made, and Logan answers that greatness ain't supposed to come that easy –
there was a price to pay: the procedure had a flaw in it for humans –
cellular breakdown – Captain America was dying. The Velocity arrives to the
dome, and Wolverine tells Rogue and Nightcrawler to prep the XTVs.

After the Velocity lands, Wolverine, Rogue and Nightcrawler board two XTVs.
Rogue asks Wolverine if SHIELD solved the problem with the Rebirth project,
and Logan answers that they didn't get a chance – Captain America was
determined not to let them put anyone else through what he'd suffered, so he
and another guy shut down the Rebirth project permanently. Logan doesn't
tell Rogue and Kurt one detail: that he was the "other guy" who helped
Captain America blow up Rebirth. Wolverine continues, saying that apparently
there was a backup and now Magneto has it, and Kurt says it's not for long.
Logan compliments his attitude, and the three mutants start driving towards
the dome. Rogue wonders how long it'll be before they get spotted, and
Wolverine says it's about now, as rockets start shooting at them. They jump
over a dune and leave the XTVs in the air. In the last second, Nightcrawler
teleports them away before the XTVs explode.

The three mutants end up inside, falling to the floor. Wolverine sees that
there's already someone in the tank and hurries to stop the procedure, but
all of a sudden Sabretooth shows up and starts battling him.

Rogue and Nightcrawler try to get to Rebirth, but beams appear and pin them
to the wall. Rogue tosses her bomb to Kurt and tells him to teleport, and he
does as told, ending up on Rebirth's controls. He tells the person inside
the tube that he's doing him a favor – Rebirth isn't good for his health –
but then the man answers him, saying that Rebirth will save his life.
Nightcrawler is shocked to realize that the man inside is Magneto, and asks
him what happened to him. Magneto explains that he is an old man and his
genetic enhancements have kept him alive until now, but this Rebirthing
chamber is his last chance to survive. Kurt is confused – he thought this
thing was supposed to be dangerous – and Magneto tells him it's only
dangerous to humans, while to mutants it grants long life – by destroying
those controls, Kurt will take away Magneto's only chance – is Kurt that
much like his mother? Mentioning Mystique does the trick, and Nightcrawler
starts doubting the mission. Rogue and Wolverine yell to him to pull the
pin, but he doesn't – instead, he lets Rebirth save Magneto.

Bright light appears, and Magneto reduces in age to his finer years. In
rage, Wolverine finishes Sabretooth off and destroys Rebirth, but it's too
late. He grabs Magneto and runs away with Rogue and Nightcrawler, bombing
the chamber on his way. Magneto wakes up and sees the destruction. Furious,
the Master of Magnetism turns the metal into a huge scorpion and attacks the
X-Men. He manages to get all three of them pinned to the floor rather easily
and prepares to kill them, but stops in the last second. It seems he has
them at his mercy, he says, however, Kurt spared his life, so he'll spare
theirs – there was a small boy in Poland who owes Logan that much. As
Sabretooth comes out of the ruins, the scorpion falls.

On their way back to the Velocity, Rogue asks Wolverine what small boy in
Poland Magneto was talking about, but Logan says it's a long story and he
doesn't have time for it now. Kurt asks why – isn't the mission officially
over? Not yet, Logan answers – he's gotta pay a visit to an old friend.

In a SHIELD lab somewhere, Captain America has been frozen. Wolverine walks
up to him and tells him that it's been a long time, but he's still fighting
the good fight – today they had a victory, for Steve. They'll find that cure
– they made a great team, and Logan will be there for Steve when he wakes
up. Nick Fury enters and tells Logan it's time to go. Logan starts walking
away, as Nick Fury reminds him he was never there. Logan answers that he
knows the routine.