There was a top-secret military project designed to create superhuman beings of incredible strength and power. 12 young women were taken from a closing orphanage and taken to the base where experiments were performed on them. The project was a success, but the girls proved to be too strong to control so the project was terminated, and all materials related to the project ordered destroyed, the test subjects exterminated and disposed of.

4 managed to escape out into the frozen wasteland around the base where Charles Xavier came across them and helped them get back to civilization, and helped them get back on their feet.

These four girls, unable to forget their past, formed a band they called Zodiac, in memory of the deaths of their comrades and the horrible things that happened to them.

Three years later, Zodiac was insanely popular and toured everywhere. Deciding to take a break, they transfer to Bayville High and once again encounter Professor Xavier, who they remember quite clearly.

Magneto, who had tried to get his hands on the test subjects from Project: Zodiac soon learns of their existence and desires to get his hands on them. Chaos ensues.