Rick Ungar, Avi Arad, Stan Lee (executive producers), Boyd Kirkland(producer), Boyd Kirkland, Greg Johnson (story), Bob front (writer), GaryGraham (director)

Back in human being War II, SHIELD produced in the Rebirth task a super soldier,and rotate ordinary human being being Steve Rogers into the superhero recognized bestas Captain America. In ~ times, Captain America was teamed v anothersuperhero: Logan native the Canadian one-of-a-kind Forces, the mutant recognized today asWolverine. In among their missions, the two conserved the detainees of a POWcamp in Poland, consisting of a young super-powered Jewish boy called ErikLehnsherr, the mutant who would someday become Magneto. However, the Rebirthprocedure turned out to it is in dangerous, as Captain America to be dying.Determined to not let anyone go through what that went through, Steve Rogersdestroyed Rebirth, with Logan"s help. What castle didn"t recognize was that, as itturns out, Rebirth had a backup, and now it"s been stolen by a super-poweredbeing v magnetic powers. Nick Fury, the head the SHIELD, alerts Wolverinethat Magneto has actually Rebirth. Many thanks to Rogue"s recently soaked up memories, theX-Men situate Rebirth in the Sahara desert, and Wolverine, Rogue andNightcrawler leaving to ruin it. Regardless of Magneto"s defenses, i m sorry includeone the his brand-new followers, Sabretooth, Nightcrawler manages to acquire to theRebirth chamber, however is shocked to find Magneto inside. Magneto explainsthat if Rebirth probably dangerous to humans, it grants long life to mutants– that is old, and this is his only chance come survive. No wanting to becomelike his mom Mystique, Nightcrawler spares Magneto and lets him gothrough the Rebirth process uninterrupted. Wolverine hurries to destroy thechamber, yet not prior to the process is completed. Magneto strikes the X-Men,but spares your lives, because he owes his own life Nightcrawler andWolverine. Before returning home, Logan pays one more visit to the comatoseCaptain America is a an enig SHIELD lab.

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On a road somewhere, a SHIELD helicopter monitor Wolverine riding hismotorcycle. Logan"s hyper senses sense the helicopter, and he tries to loseit in the woods. 2 hummers start chasing him, yet Logan tricks lock andloses them. The helicopter finds him, though, and also Nick fury tells Logan tostop – or should he speak Weapon X?

Actually, rage remembers, Logan goes by Wolverine now. Logan wants to leave,but Fury states that if Logan won"t cooperate they"ll damage his motorcycle.Logan asks what this is about – that doesn"t work-related with SHIELD anymore. Furytells him the Rebirth has been stolen, however Wolverine claims that"s impossible– rebirth was ruined – he and also Steve Rogers made certain of that. Rage saysthat it was a backup – SHEILD found it seventeen year ago, and also sinceit was type of a touchy subject, they mothballed that under Level 5 security.Logan asks who stole it, and Fury states that whoever walk it regulated to bendand destroy a titanium steel door, and knock the end SHIELD protection withsome sort of magnetic pulse – it"s a mutant. Wolverine realizes immediately:Magneto.

In Bayville High, Rogue is telling Kurt how negative she did on a history testabout civilization War II. A rude college student passes in between them, speak "clear theroad, losers", and Rogue starts arguing with him. Kurt advises the studentnot to touch Rogue, and the student picks on kurt instead, grabbing his armwhere the image-inducer is. The hologram disappears, and Kurt"s true bluefurry type is revealed. The college student is freaked out, but before things getout of hand, Jean arrives and also uses her telepathy to do him forget what hesaw and leave. Jean asks cut if he"s okay, and he says he is – cultivation uplooking like this, he"s heard it every before. He teleports away sadly.

In the Xavier Institute"s backyard, Rahne Sinclair is help Jamie Madroxwith his homework. Nearby, Logan is telling Xavier about his meeting withNick Fury. Xavier asks what specifically "Operation: Rebirth" was, and also Wolverineanswers the was very early attempt in ~ genetic design – crude however powerful.The idea to be to produce super soldiers for human being War II. The professor asksif it was ever used ~ above anyone, and Logan claims yes: Steve Rogers.

A remind in Logan"s mind shows the genetic change of Steve Rogersinto the supervisor soldier, and also an incident in which Rogers, now dubbed CaptainAmerica, saved a soldier indigenous an opponent plane. Xavier tells Logan the itsounds practically as if Logan knew Rogers personally, and Logan says he did.Xavier is surprised – he knew Logan to be older than he looked, however World WarII? Logan"s regenerative powers are impressive, and also so is his memory, butXavier thought parts of Logan"s previous were shed to him. Logan explains thatit"s pretty lot right after that that things obtain fuzzy. Xavier is stillconfused – if Rogers was certainly the well known Captain America, then that wouldseem to suggest the Rebirth job was successful. Logan states that itdestroyed Rogers and now it"s in the hand of Magneto.

Rogue and Kurt to walk in the hall, and see the lights blink. Lock concludethat it"s either a power surge or Cerebro at complete power, and hurry come scopeit out.

In Cerebro, Professor X and also Wolverine are looking at a map that the worlds,showing the places of mutants. Logan says they"re almost everywhere the place, andXavier says that the portion of the populace possessing the x-gene isincreasing exponentially – it"s becoming challenging to keep track that them,even v Cerebro"s current enhancements. Logan concludes the there"s no waymutants room gonna it is in under wraps for much longer, and also Xavier agrees – hesuspects that"s what Magneto feels as well, for this reason his current activity. Rogueand cut arrive and hear Xavier claims Magneto"s cloaking modern technology has beenkeeping pace v Cerebro"s renovations – Cerebro can"t uncover him. Roguereminds the others the she freshly touched Magneto in new York, and got adose of memories – they"re kinda confused, yet one"s a big metal dome halfburied in rocks. Logan asks where it is, and also Rogue states it"s in the Saharadesert. Logan states that narrows it under to about three and also a fifty percent millionsquare miles and asks Rogue if she have the right to be an ext specific, and she claims she"ssure she might recognize part landmarks. Logan doesn"t desire her come comealong, but she states that way he won"t discover it – besides, native what she canfigure out, nobody can gain through that dome without the power of magnetism.Xavier understands the one other power the can gain them in isteleportation, and Kurt happily joins the mission, much to Logan"sannoyance.

Wolverine, Nightcrawler and Rogue take turn off in the Velocity, heading to theSahara desert. Cut is really excited the they"re ~ above a mission and tellsRogue they"re a team. Rogue states "big whoop, a team the two".

Rogue"s words remind Logan of an additional time, numerous years ago. A flashbackshows Logan, Captain America and also an American officer in a army airplane.The officer introduce Captain America to Logan, who"s through the CanadianSpecial Forces, and also says the Logan is as tough as Rogers, i m sorry is a goodthing. Logan asks around the mission parameters, and the officer explainsthey"re going come liberate a POW camp in Poland, but for the safety of theprisoners, it needs to be fast – actual fast. Logan asks how rapid is real fast,and the officer states they don"t gain parachutes.

The aircraft starts shooting at the Nazi safety of the POW camp, and Logan andCaptain America run off right into a building. The perplexed Nazis room defeatedrather quickly thanks come the facet of surprise and Logan and Steve"ssuperpowers. Captain America, using his shield to defend himself indigenous thebullets, gets to the prisoners and also carries a little boy in his hand. Theother detainees follow the running. More Nazi soldiers surround them, butthe 2 superheroes loss them. Two soldiers throw grenades, however amazinglythe boy Captain America is carrying manages come repel lock magnetically.American tanks arrive, and also Steve and also Logan hurry to aid the detainees ontoa truck. Logan, that noticed the young boy"s superpowers, asks him because that hisname. The young answers he"s Erik Lehnsherr and thanks Logan for saving him.

Wolverine snaps away from his memory and earlier to the existing whenNightcrawler asks the why Magneto desires Rebirth. Logan defines that ago inWorld battle II, Magneto saw regeneration in action with Captain America – the musthave researched that afterward. Rogue recognizes a landmark and also directs Loganto head east. Cut asks why Captain America to be the only good hero Rebirthmade, and Logan answers the greatness ain"t claimed to come that simple –there to be a price come pay: the procedure had actually a defect in that for human beings –cellular malfunction – Captain America was dying. The Velocity arrives to thedome, and also Wolverine tells Rogue and Nightcrawler to prepare the XTVs.

After the Velocity lands, Wolverine, Rogue and Nightcrawler board two XTVs.Rogue asks Wolverine if SHIELD fixed the problem with the rebirth project,and Logan answers the they didn"t acquire a possibility – Captain America wasdetermined no to let them placed anyone else v what he"d suffered, so heand one more guy shut under the Rebirth job permanently. Logan doesn"ttell Rogue and Kurt one detail: that he was the "other guy" who helpedCaptain America punch up Rebirth. Wolverine continues, saying that apparentlythere was a backup and also now Magneto has actually it, and Kurt states it"s no for long.Logan compliments his attitude, and also the three mutants begin driving towardsthe dome. Rogue wonders how long it"ll be before they acquire spotted, andWolverine states it"s about now, as rockets start shooting in ~ them. They jumpover a dune and also leave the XTVs in the air. In the critical second, Nightcrawlerteleports lock away before the XTVs explode.

The 3 mutants finish up inside, falling come the floor. Wolverine sees thatthere"s currently someone in the tank and hurries to prevent the procedure, butall that a sudden Sabretooth reflects up and starts battling him.

Rogue and Nightcrawler try to obtain to Rebirth, however beams appear and pin themto the wall. Rogue tosses she bomb come Kurt and also tells him come teleport, and also hedoes together told, ending up top top Rebirth"s controls. He speak the person insidethe tube the he"s doing him a favor – renewal isn"t great for his health –but then the man answers him, speak that regeneration will conserve his life.Nightcrawler is shocked to realize the the male inside is Magneto, and askshim what occurred to him. Magneto explains that the is one old man and also hisgenetic enhancements have actually kept the alive until now, yet this Rebirthingchamber is his last possibility to survive. Kurt is confused – he thought thisthing was claimed to be dangerous – and also Magneto speak him it"s onlydangerous to humans, while to mutants the grants long life – through destroyingthose controls, Kurt will take far Magneto"s just chance – is cut thatmuch favor his mother? pointing out Mystique go the trick, and Nightcrawlerstarts doubting the mission. Rogue and also Wolverine yell come him to traction thepin, yet he doesn"t – instead, he lets Rebirth conserve Magneto.

Bright irradiate appears, and Magneto reduces in age to his finer years. Inrage, Wolverine finishes Sabretooth off and destroys Rebirth, however it"s toolate. That grabs Magneto and runs away through Rogue and also Nightcrawler, bombingthe room on his way. Magneto wakes up and also sees the destruction. Furious,the master of Magnetism turns the metal into a large scorpion and attacks theX-Men. He manages to get all 3 of castle pinned come the floor fairly easilyand prepares to death them, yet stops in the last second. It seems he hasthem in ~ his mercy, the says, however, cut spared his life, so he"ll sparetheirs – there was a little boy in Poland who owes Logan the much. AsSabretooth comes the end of the ruins, the scorpion falls.

On their method back to the Velocity, Rogue asks Wolverine what little boy inPoland Magneto was talking about, but Logan claims it"s a lengthy story and hedoesn"t have actually time for it now. Cut asks why – isn"t the mission officiallyover? not yet, Logan answers – he"s gotta pay a visit come an old friend.

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In a SHIELD laboratory somewhere, Captain America has actually been frozen. Wolverine walksup come him and also tells him that it"s been a long time, yet he"s tho fightingthe good fight – this day they had actually a victory, because that Steve. They"ll discover that cure– they do a an excellent team, and also Logan will be there because that Steve once he wakesup. Nick fury enters and tells Logan it"s time to go. Logan beginning walkingaway, as Nick fury reminds him he was never there. Logan answers the heknows the routine.