Magneto's team made up the student body of the Xavier Institute. After Professor X died fighting his sister Cassandra Nova, Magneto also became the new leader for Mutantkind as well. Despite Mutantkind being the dominant species of Mutopia, Magneto wasn't satisfied and wanted humankind to truly embrace Mutantkind's superior status.
To carry out that goal, he took the Phoenix Egg, which contained Jean Grey and the Phoenix Force, into a machine in the basement of the Atom Institute. With the machine, he created Mutant Growth Hormone to strengthen his team and to inhibit the older X-Men members to fill with them as he believed that they would try to halt his plans. Magneto also hoped to use the powerful mutant psionics Kid Omega and Esme Cuckoo to hatch the Phoenix Egg and awaken the Phoenix Force so he could use its power to carry out his goals.
However, Kid Omega was an informant for Cyclops who was suspicious of Magneto's activities. Kid Omega informed Cyclops of what Magneto was doing with the Phoenix Egg that contained Jean. Cyclops decided to rescue Jean and end Magneto's activities by assembling Emma Frost and James Howlett and freeing the mutant villain Xorn from prison.
Cyclops and his X-Men launched an attack on the Atom Institute and fight against Magneto's X-Men. While this happened, Magneto killed Kid Omega when he confronts him about his activities and then engaged in a fight with Xorn, devastating the Atom Institute in the process. Before dying, Kid Omega had bonded with the Phoenix Egg, causing it to hatch. Xorn sensed that something was inside the egg besides Jean Grey and decided to leave. The egg then went dormant and fell on top of Magneto, killing him.
When an army of Beasts from all over Battleworld was assembled by the sentient bacterial lifeform Sublime so he could seize control of the Phoenix Force, Magneto's X-Men is forced to work with the old X-Men to fight the army off. The Stepford Cuckoos joined with Emma Frost in order to combine their psionic powers to shut down the minds of the Beasts one at a time. However, Sublime took control of Mutopia's Beast and forced him to kill Esme Cuckoo to break the psionic link between Cuckoos and Frost.
Sublime was finally defeated when the disembodied mind of Professor X took control of Kid Omega's corpse and used his powers to destroy Sublime. Then Phoenix Egg hatched and Jean Grey emerged possessed by Cassandra Nova and bonded with the Phoenix Force.
Nova proceeded to take control of most of Magneto's X-Men and the army of Beasts Sublime assembled and attack the remaining X-Men. Nova was defeated when Professor X took control of Wolverine's mind and managed to get through to Jean and defeat Nova as Wolverine and Jean kill themselves. The Phoenix's death unleashed an explosion that wiped out everyone and everything within range, including the old X-Men, Sublime's army of Beasts, and Magneto followers Basilisk, Glob Herman, No-Girl, and the remaining Stepford Cuckoos.
Equipment: Magneto's Helmet, Phoenix Egg, Mutant Growth Hormone
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