After the the X-Men are captured by the living island Krakoa, Professor X travels the globe, recruiting new mutants to help rescue them. In Germany, he saves the demonic-looking Kurt Wagner from a lynch mob, who joins the X-Men as Nightcrawler. In Canada, he convinces Wolverine to leave Department H and join him. He visits former ally Banshee at the Grand Ol' Opry and recruits him. In Kenya, he convinces the weather-manipulating Ororo, who is being worshiped as a goddess, to come to America with him as Storm. In Japan, he asks Sunfire to come out of retirement. In Russia, he convinces the armored Piotr Rasputin to leave his family and the collective farm and join the X-Men as Colossus. Finally, in Arizona, he asks the hot-headed Apache John Proudstar to join him as Thunderbird. At the X-Mansion, the new X-Men gather and meet Cyclops, who managed to escape from Krakoa and fills them in on the situation.

The Avengers 110: The Avengers answer a distress call from the X-Men, who have been attacked by Magneto. The Avengers 111: The Avengers defeat Magneto, but Angel goes missing. The Incredible Hulk 172: In the wake of various mutant disappearances, The X-Men travel to the southwest to check on Havok and Lorna Dane. Discovering them misssing as well, they help Hulk defeat Juggernaut. Captain America 172: Captain America and the Falcon, on the trail of the Secret Empire, battle Banshee, believing him to be one of their agents. Captain America 173: Professor X, Cyclops and Marvel Girl (the other X-Men having disappeared) team-up with Captain America and the Falcon to take down the Secret Empire, whom Professor X believes is behind the mutant disappearances. Captain America 174: Cap and the Falcon infiltrate the Secret Empire, and alongside the X-Men, discover the missing mutants. Captain America 175: Captain America, the Falcon and the X-Men defeat the Secret Empire.

Professor X congratulates both the old and new X-Men on their victory over Krakoa, but is stunned when Sunfire angrily quits. After the new X-Men agree to stay, Marvel Girl, Iceman, Angel, Havok and Lorna Dane all announce that they are leaving as well, to pursue their own lives. Cyclops is torn between leaving with Jean and the duty he feels towards the X-Men. Ultimately, when the original X-Men leave, he decides to stay and begins rigorously training the new X-Men.

As Cyclops grieves over Thunderbird's death, he unleashes his power in a blind rage, unknowingly blasting through an ancient cairn. Back at the mansion, the X-Men are training in the Danger Room when Wolverine almost kills Nightcrawler. As Xavier discusses Cyclops' mood with Banshee, Moira MacTaggert arrives at the mansion, having been asked by Xavier to look after the house while he is away on vacation. Meanwhile, Dr. Steven Lang of Project Armageddon is visited by an old friend, Colonel Michael Rossi, who has been tasked with reporting on Lang's progress. Realizing that Lang intends to launch a mutant witch hunt, Rossi decides to recommend that the project be shut down, much to Lang's displeasure. Back at the school, Cyclops suddenly bursts through the wall in battle with the demonic Kierrok of the N'Garai, who escaped from the cairn Cyclops destroyed.

Xavier dreams of an alien space battle, and in the morning, confides in Moira about the vividness of these recurring nightmares. Elsewhere, Lorna Dane is ambushed and hypnotized. When Havok returns home, she attacks him. Back in New York, the X-Men, along with Jean Grey, are at the airport seeing Professor X off on his vacation. As he boards a Starcore jet, he is attacked by Polaris and a similarly-entranced Havok. The X-Men spring into action, but Jean is knocked out by Polaris, at which point Erik the Red reveals himself, having attacked and brainwashed Havok and Polaris.

The X-Men are in New York City, enjoying the Christmas season. Eventually, they split up, with Nightcrawler and Colossus meeting attractive stewardesses Amanda and Betsy, Banshee and Moira going sightseeing, and Cyclops and Jean going to dinner. Just as Cyclops and Jean arrive at their table they are attacked by a new model of Sentinel, sent by Steven Lang. Though they manage to overpower one robot, another knocks Cyclops out the window and captures Jean before departing, believing Cyclops dead. Cyclops reunites with Banshee and Wolverine, only to see them captured by Sentinels as well. Meanwhile, while on a fishing trip with his friend Peter Corbeau, a Sentinel attacks and captures Professor X.

In outer space, Banshee, Wolverine and Jean Grey are recaptured by Sentinels and brought back aboard Lang's orbital platform. Down on Earth, their teammates mount a rescue mission with the help of Dr. Corbeau. Serving as the flight crew of the Starcore space shuttle Eagle One, their identities withheld from the media, they blast off into space. Meanwhile, in Ireland, Banshee's lawyer sends him an urgent message but is attacked by a shadowy figure who calls himself Black Tom. As the shuttle approaches Lang's platform, Corbeau requests permission to board, but is rebuffed by Lang. When the platform's mutant detectors sense mutants on the shuttle, Lang sends Sentinels to attack it.

The new X-Men are face to face with the original X-Men as Professor X orders the originals to attack what he claims are impostors. As Steven Lang watches on a monitor, the two teams battle, with the new X-Men mystified by their predecessors' viciousness. After getting hit with a telepathic bolt by Marvel Girl, Wolverine senses the truth, and to the shock of his teammates, disembowels Marvel Girl, revealing her to be a robot.

Plot
The Starcore shuttle breaches the atmosphere and heads for New York, crashing onto the tarmac of JFK airport before bouncing out into Jamaica Bay. The X-Men and Dr. Corbeau escape the wreckage, but there's no sign of Jean. Suddenly, from out of the water where the shuttle sank, Jean flies out of the water, declaring herself to be Phoenix. She then collapses, and as the X-Men drag themselves out of the bay en route to a hospital, Professor X covers their escape telepathically.

As the new X-Men battle Juggernaut and Black Tom, Storm is overwhelmed by claustrophobia and collapses. She flashes back to her childhood, remembering the death of her parents and her time as a thief in Cairo. Meanwhile, back in New York, Jean is visited by her roommate Misty Knight as Professor X receives a telepathic flash from Storm. Realizing the new X-Men are facing Juggernaut, Professor X orders Cyclops to Ireland to assist them, but Cyclops refuses to leave Jean's side. The two argue, but are interrupted when Professor X receives another alien vision. Back in Ireland, Nightcrawler is knocked out and taken away from the battle by a group of mysterious figures. The other X-Men are quickly dispatched just as Storm tries to fight back, but she's too weak. With the X-Men at their mercy, Black Tom and Juggernaut await the arrival of Professor X.

Nightcrawler awakens and finds himself face to face with the leprechauns of Cassidy Keep. They explain how Black Tom and Juggernaut took over the castle from the leprechauns, forcing Eamon O'Donnell to lay the trap for the X-Men by holding the leprechaun families hostage. They tell Nightcrawler that the X-Men are being held in the castle's laboratory. Nightcrawler observes as Black Tom and Juggernaut prepare to torture the X-Men in order to lure Professor X to them. Getting an idea, Nightcrawler uses his image inducer to disguise himself as Professor X and teleports into the lab.

Leaving Ireland, the X-Men charter a boat to take them to Moira MacTaggert's research station on Muir Island in Scotland. Nearing the island, the craft is destroyed and the X-Men are pulled towards the island and trapped in a bubble of force by none other than Magneto. Meanwhile, Cyclops and Moira arrive on the island and learn of Magneto's trap. Magneto quickly overpowers the X-Men and is poised to destroy them when Cyclops surprises him. Learning that Magneto was restored to adulthood by Erik the Red, Cyclops realizes Magneto is being used to keep the X-Men busy and unable to protect Xavier. He orders the X-Men to retreat, and they head back to New York. Magneto basks in his triumph as, in outer space, Corsair and Cho'd plan to oppose the Shi'ar Emperor just as Princess Lilandra arrives on Earth and Erik the Red stands poised to attack Xavier.

Returning to the mansion, the X-Men discover Erik the Red lying in wait and attack him, unaware that he has convinced Firelord, a former herald of Galactus, that the X-Men are villains. Seeing the X-Men attack Erik, Firelord comes to his aid and he swiftly defeats the X-Men. Meanwhile, Shi'ar Princess Lilandra Neramani teleports from her ship to Earth just as her vehicle is destroyed by a pursuing craft. Professor X is visiting Jean at her New York apartment when Lilandra appears, and Xavier recognizes her from his visions.

As the X-Men vanish through the stargate, Firelord returns and confronts Professor X, who collapses under the strain of losing Lilandra. In his delirium, Xavier recalls the aftermath of the first of his recurring nightmares: As Xavier receives a sedative from Moira, the X-Men are training in the Danger Room. Suddenly Angel appears and taunts the new X-Men. He is quickly joined by Beast, Iceman and Marvel Girl, all of whom attack the new team. The original X-Men managed to keep the new X-Men at bay via teamwork, but Cyclops quickly realizes they are images when his optic blast has no effect on Angel. Just then, Professor X appears and manages to make the original X-Men disappear.

The X-Men emerge from the stargate onto an alien planet dominated by a large crystal, and are faced with the Shi'ar Imperial Guard. When the Guard refuses to release Lilandra, the X-Men attack, despite being heavily outnumbered. On the crystal's dais, Emperor D'Ken summons the Soul Drinker to destroy Lilandra but she is saved by Nightcrawler. As the battle continues, Lilandra explains to Cyclops and Phoenix that once the nine death stars over the planet align and imbue the M'Kraan Crystal with energy, D'Ken intends to use that power to make himself all powerful, but she fears that power will destroy the universe.

As the M'Kraan Crystal opens, Cyclops explains to the rest of the X-Men what is happening. Meanwhile on Earth, Dr. Corbeau confers with the President, the Fantastic Four and the Avengers, but no one knows how to prevent future reality blinks. Back on the planet of the M'Kraan Crystal, the first of the crystal's guardians, Jahf, emerges. After knocking Wolverine into orbit, Jahf is destroyed when Banshee, guessing the guardian to be a robot, destroys it with a tightly focused sonic scream. As Jahf is defeated, the second guardian, Modt, emerges from the crystal.

The X-Men return to the mansion and quickly separate to enjoy their downtime. Storm tends to her plants as Jean meets with her parents to discuss her transformation into Phoenix. Meanwhile, a mysterious figure watches the mansion. In his room, Nightcrawler arranges a date for the evening while Colossus writes a letter to his family. Teleporting downstairs, Nightcrawler finds Cyclops brooding and attempts to cheer him up, only to be interrupted by Banshee's invitation to join he and Moria on a picnic. Cyclops and Nightcrawler decline, but Storm, Wolverine and Colossus join the couple. At the lake, Wolverine stalks a deer, but is interrupted by the sudden arrival of Weapon Alpha, sent by the Canadian government to bring him home.

It is Moira's last day in New York, and the X-Men are relaxing with a game of baseball. Moira leaves the game to greet the telephone repairman, but he turns out to be the villain Warhawk, who shoots Moira with a tranqulizer dart. Warhawk enters the computer center and reprograms Cerebro, removing the safety interlocks from the Danger Room. As he works, he is telepathically contacted by his master, who warns him against failing in his mission or betraying him. As the X-Men return to the mansion, Warhawk surprises Professor X and Phoenix, stunning them, and locks the X-Men in the Danger Room.

A stunned Beast stands outside a carnival in Texas as a carnival barker who looks a lot like Banshee sells the crowd on performers that resemble the other X-Men. Going inside, Beast, who is unfamiliar with the new X-Men, isn't sure if the performers are really the X-Men or doppelgangers until he sees performer Miz Destiny use telekinesis during her trapeze act. Certain now that she is really Jean Grey, Beast confronts her, but she has no memory of him and a fight breaks out between Beast and the other carnies, led by a brainwashed Cyclops. Beast is eventually caught in front of an enthralled Wolverine and brought before the ringmaster of the carnival: Mesmero, who has hypnotized the X-Men into becoming carnival performers to extract revenge on them for his previous defeat.

Magneto stands before the X-Men and the fallen Mesmero, declaring his intent to take his revenge on them. He explains how he followed Beast to the carnival after discovering the X-Mansion deserted, then took out Mesmero as the villain attempted to hypnotize Beast. Cyclops orders everyone out of the trailer, and Nightcrawler teleports outside, only to discover the trailer is now high in the atmosphere, held aloft, and the X-Men kept alive, by Magneto's power. After being trailed by a Peruvian fighter jet and jettisoning Mesmero, Magneto and the X-Men arrive at his Antarctic base, hidden inside a volcano. They trailer explodes as Magneto gloats that the X-Men won't be leaving his home.

In the week since capturing the X-Men, Magneto has been carrying out a series of raids against research complexes in Australia and New Zealand, pilfering their technology. On the island of Kirinos, a vacationing Professor X worries about the X-Men as he's lost his telepathic rapport with them. Back at Magneto's Antarctic base, the X-Men are tended to by Nanny. After she leaves them for the morning, Storm, who has spent the last several days building her control and observing Nanny, manages to move her head enough to drop her headdress containing hidden lockpicks onto her lap. Though Magneto's chairs force the X-Men to function at the level of an infant, at six months Storm possessed the coordination of a young girl. Picking up a lockpick with her mouth, she attempts to pick the lock on her shackles, recalling her childhood training as thief in Cairo. Just as she's about to free herself, she loses control of the lockpick and Nanny returns, replacing a devastated Storm's headdress.

Beast summons the strength to continue carrying Phoenix across Antarctica. Over the roar of the blizzard, he hears a helicopter approaching, and manages to awaken Phoenix, whose burst of power draws the attention of the copter, securing them rescue, but they leave with a heavy heart, believing the other X-Men dead. However, the X-Men have survived the destruction of Magneto's base, thanks to Storm cooling the lava flow as Cyclops and Banshee tunneled out the base, and emerged into the Savage Land. Stretching out and taking to the air, Banshee is attacked by a pterodactyl. After Wolverine fights it off, the X-Men head for a village Banshee spotted while being unknowingly followed by a shadowy figure. Meanwhile, Beast and Phoenix arrive in New York and inform Lilandra and Xavier that the X-Men are dead.

As Sauron gloats over the fallen Storm, Wolverine charges him and is quickly hypnotized. Seeing the X-Men as monsters, Wolverine turns on them, but is taken out by Cyclops. Working together, the X-Men weaken Sauron, forcing him to seek out more mutant energy. He finds Colossus and begins to absorb his energy when Cyclops tells Colossus to transform into his armored form. The sudden rush of energy is too much for Sauron, who breaks the connection and runs off, transforming back into Karl Lykos. Just as a recovered Wolverine is about to attack him, Ka-Zar arrives, telling the X-Men he and Lykos were seeking out the X-Men's help.

Ka-Zar leads the X-Men to a snowy peak overlooking the domed City of the Sun God, which is using all of the energy that usually keeps the Savage Land warm and verdant. As they plan their next move, the group is attacked by Garokk's Pterasaur riders who capture Cyclops, Colossus, Banshee and Ka-Zar. Wolverine, Nightcrawler and Storm head into the city after their teammates. Approaching the edge of the city, Wolverine slays a sentry. Making their way through the tunnels beneath the city and then up into the higher levels, they come across a vast arena, at the center of which are the captured X-Men, awaiting execution.

Caught in a massive storm in the Drake Passage, the X-Men are rescued by a passing Japanese boat. The crew welcomes them aboard, but due to the classified nature of the ship's mission, the X-Men are not allowed any outside communication until they reach Japan. Back in New York, Jean prepares to leave the mansion, telling Lilandra there are now too many painful memories in the place. Lilandra then turns her attention to Xavier, who spends his days lost in despair. He blames himself for the death of the X-Men, and his mind wanders back to the beginning of it all.

Six weeks after being rescued by the crew of the Jinguchi Maru, the X-Men arrive in Japan, only to find the city of Agarashima in flames following a devastating earthquake. With the ship unable to dock due to the condition of the port, the X-Men make their own way ashore. Lacking any proper identification or passports, they head to Sunfire's home, doing what they can to help people caught in the aftermath of the quake along the way. Wolverine reads a news report which suggests there is something unnatural about the earthquake. Arriving at Sunfire's manor, they find the former X-Man in conference with several high ranking government officials, including the Prime Minister, as well as Misty Knight and her partner Colleen Wing. Sunfire is reluctant to accept the X-Men's help, but they are invited inside at the request of the Prime Minister.

Near the Kuril Islands, Storm and Nightcrawler approach Moses Magnum's base inside a dead volcano, drawing near enough for Nightcrawler to teleport inside. With Storm and Banshee providing a distraction, Nightcrawler makes his way deeper into the base, thinking back on the X-Men's briefing from the Prime Minister's aid about Moses Magnum. Beneath the ocean floor, Cyclops, Sunfire, Wolverine and Colossus are tunneling towards Magnum's base, waiting for Nightcrawler to activate a beacon that will allow them to surface inside the base. They emerge to find Magnum waiting for them, and a battle erupts. Magnum easily defeats Wolverine and Colossus, but realizing the X-Men's assault means Japan will not capitulate to his demands, Magnum breaks off from the battle to activate his Magnum Force in order to destroy the country. With the rest of the X-Men occupied battling more Mandroids, Banshee intercepts Magnum's energy blast with a powerful sonic scream, modulating the frequency to match the Magnum Force. Banshee manages to reflect back the blast, destroying Magnum's base, and saving Japan, though the effort leaves his vocal chords severely injured.

The Prime Minister of Canada and Vindicator (nee Weapon Alpha) watch footage of the X-Men battling the Mandroids in Japan. The Prime Minister insists that Vindicator capture Wolverine, and Vindicator calls on his teammates in Alpha Flight to help him. In Japan, the X-Men say goodbye to Sunfire and board a private plan with Misty Knight and Colleen Wing. On their way back to New York the plane encounters a storm that seems to have an intelligence behind it, guiding them to Canada, where they're forced to land. On the runway, they are confronted by Vindicator, who demands Wolverine's surrender. Thankfully, Alpha Flight strongman Sasquatch's over-eagerness destroys the plane, giving the X-Men an avenue of escape under a cover provided by Storm.

Cyclops, Colossus and Storm arrive at the Calgary Stampede Grounds, having tracked Vindicator's energy signature to the location. As they fan out, Cyclops recalls the X-Men's forced landing in Canada and the subsequent attack by Alpha Flight. Storm finds Nightcrawler and Wolverine bound in the center of the fairgrounds, but before the X-Men can free their teammates, Alpha Flight appears. Outside, Misty, Colleen and Banshee arrive, but are unable to enter due to Alpha Flight member Shaman casting a spell to keep out intruders. Inside, Vindicator tries to reason with Cyclops and allow the X-Men to leave without Wolverine, but a suspicious Colossus attacks Sasquatch and a fight soon erupts.

Finally back at the mansion, Colossus trains in the Danger Room but is unable to stop a hydraulic press despite being nowhere near the limits of his strength. Wolverine disables the Danger Room controls and enters the room, placing himself between the presses. Chiding Colossus for letting his homesickness overwhelm him, Wolverine refuses to get to safety, forcing Colossus to overcome his worries in order to save Wolverine. Meanwhile, Cyclops leaves for town to get the phones turned back on, worried that Xavier and Lilandra may never return. In Shi'ar space, Professor X wonders how his relationship with Lilandra will change after she is crowned Empress. In Stornoway, Scotland, Jean bumps into a handsome man named Jason Wyngarde on her way to meet Moira, not knowing that Jason has plans for her involving the Hellfire Club.

Spider-Man is on his way to a date when he bumps into Cyclops and Colleen Wing. After a brief chat, they part, and as Spider-Man leaves, Colleen and Cyclops are captured by a garbage truck. Recognizing the sound from his own encounter with the villain, Spider-Man realizes Arcade is targeting the X-Men. Meanwhile, at the Metropolitan Opera, Colossus and Nightcrawler, along with their girlfriends, are attacked and knocked out by Arcade's associate Miss Locke, while Wolverine is captured following a date with Mariko. Back at the mansion, Banshee is awoken by the telephone, but is stunned by Arcade before answering. Brought downstairs by the still-ringing phone, Storm is similarly knocked out. Arcade answers the phone and tells Spider-Man, who was calling to warn the X-Men, that he's too late.

Arcade watches as Cyclops and Wolverine reluctantly fight a brainwashed Colossus, stopping to tell Colleen Wing and the other imprisoned X-girlfriends his origin. The battle amongst the X-Men leads to Wolverine and Cyclops getting separated. Meanwhile, Storm finds her trap filling with water to the point where she's almost out of air. Cyclops emerges in Nightcrawler's trap and destroys one killer buzzsaw car, only to have several more appear, while Wolverine runs into Banshee, now beset by science fiction star fighters. With the help of his heightened senses, Wolverine is able to find a maintenance tunnel, but when he Banshee enter it, they are confronted by the incredible Hulk and Magneto.

On Muir Island, Moira tests the limits of Phoenix's power, both women unaware they are being watched by the possessed, decaying form of Angus MacWhirter. Meanwhile, the X-Men are training in the Danger Room while, on Asteroid M, Magneto is recuperating from his last battle with the X-Men, thinking of his late wife and planning his next move. In Scotland, in a town near Muir Island, Jason Wyndgarde ruminates about his recent manipulation of Jean and his desire to mold her into the Black Queen of the Hellfire Club. Back on Muir Island, Moira studies the test data on Phoenix, and realizes Jean still has access to god-like power, while on the Shi'ar Imperial Center, Professor X studies the record of Phoenix's actions inside the M'Kraan crystal, and realizes for the first time the true extent of her power, deciding he must return to Earth at once.

The X-Men race to Muir Island aboard the Blackbird, crossing the ocean in just over an hour. As they fly over the island, the X-Men fan out, searching the complex for signs of trouble. Colossus encounters Havok and Multiple Man and they tussle briefly, the Muir Islander's believing the real Colossus to be dead, while Storm and Cyclops encounter Moira. Cyclops breaks off on his own and finds an unconscious Phoenix, who comes to briefly. She confuses Cyclops with Jason Wyngarde, then passes out again. Later, after the X-Men have scoured the island and found no trace of Mutant X, everyone convenes to plan their next move. Multiple Man explains how, after hearing Lorna's scream, he sent a duplicate to help her, who stopped Mutant X from killing her but lost his own life when he was possessed by the villain. As Cyclops stresses the need for more information, Moira reluctantly admits that Mutant X is her son.

With Proteus advancing through the gale force winds she's created, Storm tries to fly away from the villain, but he warps reality around her, causing her to crash into the ground. Just as he moves in for the kill, Proteus is shot several times. On a nearby hillside, Moira fires a sniper rifle, locking in on his energy signature. Lining up for a kill shot, Cyclops intervenes, causing her to miss. Moira knocks out Cyclops, but when she sets up for another shot, Proteus, fearing the metal bullets, has fled. Moira, recognizing that Proteus has been moving steadily south, thinks she knows where he is heading, and breaks off on her own. She arrives in Edinburgh where she meets her estranged husband Joe, telling him he has a son and that his son is likely coming to kill him.

Early one morning, Arkon the Magnificient, ruler of the extradimensional world of Polemachus, arrives in New York. He heads immediately to Avenger's Mansion and accosts Avengers' butler Jarvis, demanding he contact Thor. When Jarvis explains that Thor is away, Arkon despairs that his world is doomed. Just then he's contacted by his Grand Vizier, who tells him of another who may be able to help them.

Proteus turns his power on the city of Edinburgh, warping reality to attack its denizens and reveling in his power. The X-Men do their best to protect the city's residents until Proteus turns his attention to Moira, transforming her into different hideous forms. Cyclops devises a plan designed to exploit Proteus chief weaknesses, his need for host bodies, and metal, and the X-Men attack. Proteus quickly traps Storm in crystallized amber, and when Wolverine stops to free her, moves in for the kill. But Banshee shoots the villain, forcing him back. Proteus responds by burying Banshee beneath the ground. Cyclops blasts an opening to Banshee and Nightcrawler teleports him out, the strain knocking both of them out of the fight. However, Cyclops first objective has been met, as Proteus has fled the city.

Several days after their battle with Proteus, the rested X-Men prepare to depart Muir Island, though Banshee has decided to stay behind with Moira. En route to New York, the X-Men's jet passes an Hellfire Club jet carrying Jason Wyngarde. As they pass, Jason reaches out to Phoenix's mind and Jean suddenly finds herself back in the 18th century, aboard a sailing ship and married Jason. Scared, she runs out on deck and is approached by a sailor, who transforms into Cyclops as Jean shifts back into the present. With a quiet moment to themselves, the pair finally reconcile and declare their love for one another. Receiving an intruder alert when they land at the mansion, the X-Men storm inside only to discover Professor X, returned from space. Days later, Scott and Jean witness Wolverine storming out of a training session in the Danger Room, and Cyclops tries to explain to Professor X that his style of teaching won't work on the new X-Men, but is interrupted by Cerebro, who suddenly detects the presence of two new mutants, one in Chicago and one in New York. Xavier splits the team, sending Scott and Jean to New York while he takes Storm, Wolverine and Colossus to Chicago. But unknownst to the X-Men, the Hellfire Club have tapped Cerebro, and dispatch the White Queen to Chicago as well.

Cyclops, Phoenix and Nightcrawler arrive in a seedy New York neighborhood in search of the second recently-detected new mutant. Leaving Nightcrawler to keep watch outside, Cyclops and Phoenix enter a rundown disco, not knowing they are being watched by the Hellfire Club. As they search the disco for the new mutant, the Hellfire Club mercenaries check in with Sebastian Shaw and Jason Wyngarde, members of the club's secret Inner Circle. Wyngarde departs for the disco while Shaw checks in with the White Queen in Chicago. White Queen reveals that she has captured Professor X and has Wolverine, Storm and Colossus locked in power-inhibiting cages. Unknown to her, the stowed-away Kitty Pryde phases into the room, and manages to awaken Storm. She gives Kitty a number to reach the other X-Men, and, discovered, Kitty flees, using her power to dive through the floor and escape a pair of guards.

Kitty Pryde is being chased through a back alley in Chicago by a pair of Hellfire Club soldiers when Phoenix suddenly appears and destroys their car. Nightcrawler gets Kitty to safety, but frightened, Kitty runs away from him and hides inside a nearby building. Phoenix, tracking her telepathically and telekinetically changing into street clothes, finds the girl and calms her down. The X-Men, Kitty and Dazzler gather aboard the X-Men's skyship to plot their next move, and Cyclops asks Phoenix to read the mind of one of the Hellfire Club captives. She learns of White Queen's attack on the X-Men and the existence of the Hellfire Club, which startles her, as in her recent time slips she was married to a member of the Hellfire Club. With the information gathered from their captive and the help of Phoenix' power, the X-Men infiltrate the Frost Industries warehouse where their teammates are being held.

The X-Men arrive at Angel's New Mexican home, and are greeted by their old teammate and his girlfriend, Candy Southern. Cyclops, desiring a private word with Angel, is flown to an isolated butte a few miles away, and Cyclops tells Angel about the recent attacks on the X-Men by the Hellfire Club and the fact that the club knew a lot about the X-Men's powers and plans. A surprised Angel tells Cyclops that he and Candy are members of the club, but assures him he hasn't leaked any info on the X-Men to them. Cyclops insists there must be a leak somewhere, which is why he brought the X-Men to Angel's home instead of back to the mansion. Just then, Jean arrives and shoos Angel away, laying out a picnic dinner for her and Cyclops. Determined to lighten Cyclops' mood, Jean removes his visor, telekinetically holding back his optic blast so she can see his eyes, and the pair embraces.

A quartet of Hellfire Club mercenaries are searching the basement to confirm Wolverine's death when he suddenly emerges from the shadows and attacks them. Quickly dispatching three of the mercenaries, Wolverine intimidates the fourth into surrending before pressing him for information about the Hellfire Club. Upstairs, with the X-Men restrained by power dampening manacles, Shaw congratulates Wyngarde for his role in the Club's victory. Storm tries to reason with Phoenix, but thanks to Wyngarde's illusions, as Lady Jean Grey she only sees the X-Men in 18th century terms. She strikes Storm, whom she sees as a slave named Beauty. Cyclops, recalling the permanent psychic rapport Jean established with him back in New Mexico, wonders if he can use it to the X-Men's advantage, while Shaw explains that the Inner Circle intends to use the X-Men in experiments to create custom designed mutants.

The stunned X-Men watch as Cyclops struggles to his feet, his psychic death at the hands of Mastermind having almost killing his physical body as well. Just then, Wolverine bursts into the room, still fighting a handful of guards. Mastermind orders the Black Queen to attack him, and she telekinetically tosses Wolverine across the room while also secretly unlocking the ruby quartz helmet containing Cyclops' power. Cyclops quickly takes down Pierce and frees the other X-Men before blasting Leland out of the room and shooting the floor out from under Shaw. Colossus engages Pierce as Cyclops orders Storm and Nightcrawler after Shaw while Wolverine takes on Leland. Mastermind, seeing the day as lost, uses his power to hide in the background. Meanwhile, at Avengers Mansion, Beast receives an alert that the X-Men are attacking the Hellfire Club. Rather than call in the other Avengers and risk fighting his old teammates, Beast erases the alert and heads out to help the X-Men.

In the wake of their skyship's destruction, the X-Men plummet to Earth, with Colossus and Nightcrawler using their powers to land safely while Storm grabs Wolverine and Cyclops. But Dark Phoenix attacks again, making quick work of the team. Nearby, Sebastian Shaw meets with Senator Kelly in the wake of the X-Men's "attack" on the Hellfire Club. As the NYPD insists on calling in the Avengers or the Fantastic Four to search Central Park for the X-Men, Shaw proposes to the senator a more long term solution for the mutant menace: Sentinels. Just then, they watch as an enormous fiery bird appears over Central Park as Dark Phoenix heads into space. Following her departure, Beast arrives and helps evacuate the X-Men from the park. In New Mexico, Professor X confers with Moira over Dark Phoenix's increasing, cosmic-level power. Considering himself party to blame, Professor X tells Angel he must get to New York as quickly as possible to try and rectify his mistakes.

On Imperial Center, Lilandra and her Grand Council meet to determine what to do about the threat of Dark Phoenix. On Earth, Peter Corbeau tells the President that the energy matrix he detected leaving the solar system is returning, more powerful than ever. The President calls the Avengers but only reaches Jarvis, their butler, Beast having abandoned his post earlier in the night. At the X-Mansion, Beast is working on a mnemonic scrambler intended to help contain Dark Phoenix's power, while Wolverine, Colossus and Nightcrawler work out in the Danger Room. Dark Phoenix returns to Earth and visits her parents and sister, but finds herself torn between her love for them and her rage at the fear of her she senses in their minds. Distracted by a fog rolling in, Dark Phoenix leaves the house. Suddenly, Nightcrawler teleports on top of her, dropping Beast's scrambler onto her head.

On the Blue Area of the moon, the X-Men engage the Shi'ar Imperial Guard in a duel for the fate of Jean Grey. The X-Men are quickly overwhelmed, leaving Cyclops and Jean to make a final stand against them, but they too are defeated. Aboard the Shi'ar ship, a gathering of the strongest telepaths from the Shi'ar Empire prepares to perform a psychic lobotomy in order to remove Jean's powers. Wolverine protests, but Cyclops reminds him that the X-Men gave their word to honor the results of the duel. As the telepaths do their work, Cyclops can feel Jean's power slip away through their psychic rapport, an experience he describes as watching someone die while dying yourself. When the psychic surgery is over, Jean is unconscious but alive and powerless, and the defeated and bitter X-Men leave the Shi'ar ship. Meanwhile, from his home on the moon, the Watcher comments on the nobility of the X-Men and the potential in humanity symbolized by Phoenix, and expresses his belief that the future of humanity will be filled with promise and fulfilled potential.

The X-Men suddenly find themselves on the cargo deck of a Shi'ar Imperial Dreadnought. Lilandra confronts them and explains that for her destruction of a Shi'ar warship and the planet D'bari, Phoenix must be destroyed. Cyclops insists that the power of Phoenix has been contained by Professor X, but Lilandra believes the risk too great. In response, Profess X issues an Arin'nn Haeler, a Shi'ar duel of honor, between the X-Men and the Imperial Guard for the life of Phoenix. Impressed with the knowledge of her culture he learned while living in Shi'ar space, Lilandra leaves to confer with her Kree and Skrull allies, and all agree that the X-Men will abide by the result of the duel, and to let it occur. That night, aboard the ship, each of the X-Men prepare for the coming battle in their own way, contemplating Jean's actions as Dark Phoenix. At dawn, Jean, dressed as Marvel Girl once more, approaches a brooding Cyclops. He insists that she is not evil, and that he loves her, and will stand by her, no matter what.

As the X-Men attend Jean Grey's funeral, Cyclops reminisces about his relationship with Jean and their time with the X-Men. Afterwards, Lilandra presents Jean's parents with a holoempathic crystal that carries within it an image of Jean and a recollection of her personality. Cyclops tells Professor X he's leaving the X-Men to think things through and get his head straight, though as the X-Men leave the cemetery, he vows not to crawl back into his emotional shell, as Jean wouldn't want that. Back at the mansion, a cab pulls up and drops off the school's newest student: Kitty Pryde.

The X-Men throw Nightcrawler a surprise birthday party, but when he opens a present from an unknown sender, it explodes and puts him in a coma. Unable to revive him via traditional methods, Professor X calls in Dr. Strange, who realizes that Nightcrawler's soul has been taken. Just then, a sorceress named Margali appears and summons a tentacled creature which pulls Dr. Strange and the X-Men into darkness. They awaken, along with Nightcrawler, outside a massive gate which Dr. Strange recognizes as the entrance to Hell. They enter and come before Minos, guardian of the gate of Hell. He tells the X-Men that Nightcrawler broke the rules laid out upstairs, and tosses him into a deep pit. Storm flies after him, and pulls Nightcrawler up far enough that he manages to teleport away, but Storm is attacked by Harpies and falls into the pit herself.

Pencils/Plot: John Byrne
Inker: Terry Austin

Outside the X-Mansion, Colossus struggles to remove a tree stump from the ground when Angel drops in. Colossus explains that he finds the work clearing the ground to be a relaxing reminder of his former life, but then Angel is called away by Professor X. Xavier asks him his opinions of his new teammates, all of whom Angel has no problems with except for Wolverine. Calling him dangerous, Angel worries that Wolverine could hurt one of his teammates during one of his berserker rages. Professor X defends Wolverine, saying he has great potential and that Professor X considers part of his mission to help Wolverine fit into society. In Salem Center, Storm picks Kitty up from dance class, and finds herself jealous of the close relationship Kitty has developed with Stevie Hunter. Meanwhile, in Canada, Nightcrawler is attacked by Wendigo. He manages to elude the monster for awhile, but ultimately is punched into Alpha Flight's cabin and knocked out. Wolverine and Alpha Flight rush outside and manage to fight Wendigo off.

In the 21st century, Kate Pryde hurries through a Park Avenue slum to a rendezvous with Wolverine. After fighting off a gang of humans, Wolverine gives Kate the final component of a jammer, and says to be ready at midnight. Kate makes her way back to the mutant internment center in the Bronx run by the Sentinels. She meets with the surviving X-Men: her husband Colossus, Storm, Magneto, Franklin Richards and a young woman named Rachel. They all agree to go ahead with the plan. After Franklin uses the last component Wolverine sent with Kate to complete a jammer that will neutralize the collars inhibiting their powers, Rachel telepathically sends Kate's mind back through time. In the present, on Halloween, the X-Men are training in the Danger Room when Kitty suddenly collapses. Taken to the infirmary, when Kitty awakens she tells the X-Men that she is Kate Pryde, the older consciousness of Kitty inhabiting Kitty's younger body. She hurriedly tells the X-Men that on this day the Brotherhood of Evil Mutants will assassinate Presidential candidate Robert Kelly, Professor X and Moira MacTaggert, triggering a chain of events that, in the future, will lead to nuclear holocaust. Though dubious, Wolverine senses she's telling the truth, and the X-Men agree to go to Washington DC, where Professor X can mindscan her.

In Washington DC, the X-Men attack the Brotherhood, determined to keep Senator Kelly safe. Professor Xavier and Moira are unknowingly led away from the scene by Mystique, who knocks them out. In 2013, the X-Men reach the Baxter Building and take out the Sentinel guards. Leaving Rachel outside to guard Kate's unconscious body, Wolverine, Storm and Colossus enter the building. Back in the present, Kate worries that the X-Men are losing, and not knowing who is responsible for killing Kelly, determines to stay by his side. The army arrives on the scene and targets both teams. Slowly, the X-Men manage to turn the tide and send the Brotherhood running, but not before Nightcrawler notices the similarities between himself and Mystique, and Mystique tauntingly tells him to ask his adopted mother about it. As Storm whips up a fog to cover the X-Men's escape, they realize both Kitty and Destiny are missing.

Issue #37: Above San Fransisco, Spider-Woman infiltrates the SHIELD helicarrier to get a letter of recommendation from Nick Fury, as she is applying for a private investigator's license. Afte discussing her situation with him, she flies home, unknowingly passing over Black Tom, Juggernaut and Black Tom's niece, a young woman named Theresa, who are planning to rob the San Fransisco Mint of its stock of the United States' vibranium. Meanwhile, in New York, Cerebro alerts the X-Men to the presence of a new mutant, and Professor X assembles a team to make contact with the mutant. Back in San Fransisco, Spider-Woman arrives home to an impromptu party thrown by her roommate. She changes into her civilian identity of Jessica Drew and hits it off with their landlord before her acute senses detect a crippling sonic scream. Investigating, she trails the scream to the mint, where she stumbles upon the robbery in process. She takes out Black Tom, but Theresa, calling herself Siryn, attacks Spider-Woman with her sonic scream. Spider-Woman defeats her, but is knocked out by Juggernaut, at which point the villains leave with the vibranium. Spider-Woman wakes up surrounded by the police, and is put under arrest for the vibranium heist.

On the mansion grounds, a N'Garai demon crawls from the wreckage of the cairn destroyed by Storm months ago, and proceeds to devour a couple looking for a Christmas tree. On Christmas Eve, Professor X finishes teaching Kitty the start-up sequence to the Blackbird. The X-Men prepare to go their separate ways for Christmas, with Wolverine going out with Mariko and Angel flying off to meet Candy Southern, while Colossus and Storm go into the city with Professor X, leaving Kitty home alone. In Florida, Cyclops calls the mansion to wish the X-Men Merry Christmas. He then meets Lee Forester, the captain of a fishing boat. At the mansion, Kitty runs through an exercise routine in the Danger Room until the intruder alert goes off. She heads up to Storm's attic to check it out and is confronted by the N'Garai demon.

In the Florida Everglades, Jock Forrester contemplates suicide, having learned he has incurable cancer. His despair draws the attention of the empathic Man-Thing as well as the demon D'Spayre, who goads Jock into killing himself. Man-Thing attacks the demon, but D'Spayre, filling the creature with fear, chases him off and assumes Jock's form. Meanwhile, down the coast, the fishing boat Arcadia comes into port, and Lee Forrester asks Scott to join the rest of the crew at the local tavern. After dinner, Scott reads a letter from the X-Men. Back in New York, the X-Men are still cleaning up after the N'Garai demon attack, with Nightcrawler and Wolverine teasing Kitty relentlessly about the incident. As Kitty runs out of the Danger Room, Nightcrawler catches up to her and apologizes, and tells her that both he and Wolverine are proud of how she handled herself. In Florida, as Scott plays pool, Lee gets a call from her dad asking her to come home, and she asks Scott to accompany her. The pair arrive at Lee's childhood home and are greeted by Jock, who quickly transforms into D'Spayre.

Stevie Hunter and Storm, sitting in for an ill Kitty, attend the ballet at Lincoln Center when Arcade's assistant, Miss Locke, enters their box, drugging both women. As they pass out, she explains that Dr. Doom has captured Arcade, so Miss Locke has kidnapped the X-Men's friends and family, including Moira MacTaggert, Amanda Sefton, Candy Southern, Illyana Rasputin and Jean Grey's parents, and is holding them hostage in Murderworld. If the X-Men don't free Arcade, their loved ones will die. When Storm awakens, Stevie is gone, taken by Locke, and Storm scouts the city, quickly confirming Miss Locke's claims. At the mansion, Storm informs the other X-Men of the situation and announces she has a plan. Professor X telepathically contacts former X-Men Havok, Polaris, Iceman and Banshee and asks them to return to the mansion.

Dr. Doom watches as a storm surges around his castle, then shows Arcade the various specially designed cells he's placed the captured X-Men in, hoping to gain knowledge about their strengths, weaknesses and strategies. The villains are served drinks by a robotic replica of Storm, while Doom reveals the real Storm has been encased in organic chrome. She is unable to move and unconscious, but her subconscious is reacting to her claustrophobia by manifesting an ever-growing storm, the effects of which are felt on the East Indian island where Cyclops and Lee Forrester are stranded. As the storm knocks free his blindfold, Cyclops optic blast is revealed. Lee replaces the blindfold, and Cyclops promises her an explanation.

In San Fransisco, Spider-Woman rescues an unconscious woman falling from the Golden Gate bridge. Taking her to the hospital, she is identified as Carol Danvers, the former Avenger known as Ms. Marvel, but her mind has been wiped clean, essentially functioning at the level of a newborn. The doctors are mystified, but Spider-Woman puts in a call to Professor X. Arriving in San Fransisco, he confirms that Carol's mind was completely and forcibly erased, though he manages to pull a name and image of her assailant from her subconscious: a woman named Rogue.

Two miles above Doom's castle, Nightcrawler suddenly appears, having teleported straight up as far as he could in the hopes of avoiding any obstacles. Using updrafts from the raging storm to slow down his velocity, he crashes into a lake. Back at the castle, Doom order his men to retrieve Nightcrawler while NORAD monitors the ever-growing storm. Nightcrawler arrives back at the castle and takes out two guards, sneaking inside. Colossus, Angel and Wolverine all manage to escape their respective prisons, and Wolverine tracks Storm to Doom. Sensing she's a fake, he quickly dispatches the Storm robot and engages Doom. Just then, Nightcrawler teleports into the room and the two overpower Doom, forcing him to restore Storm.

In the Bermuda Triangle, Cyclops and Lee Forrester explore the island city which sprang up overnight, which appears to be a remnant of an ancient civilization, and to have been underwater for a long time. Meanwhile, on the grounds of the mansion, Wolverine and Nightcrawler spar with one another while Angel argues with Professor X and Storm over Wolverine's involvement with the team, believing him to be a dangerous psycho. Unwilling to be on the same team as him, Angel quits and flies off. In the hanger, Banshee and Colossus are working on the Blackbird before Banshee is called back to the mansion, where he meets his daughter Theresa for the first time. That night, Storm and Kitty, joined by Stevie Hunter and the visiting Spider-Woman, attend a Dazzler show at a nightclub downtown.

Professor X is studying his files on Magneto, worried that the villain's relative silence of late means he's planning something big. Kitty interrupts him to show off her new costume, inadvertently phasing through his computers and damaging his research. He angrily sends her away, then calls the X-Men, who are still repairing the Danger Room, to a briefing. The X-Men are sent to investigate Magneto's antarctic volcano base, his last known location. En route, the X-Men discover a stowed away Kitty. She is scolded, but in the interest of time, the team doesn't turn back. Arriving at the base, they find it seemingly deserted but in better shape than they left it.

Issue #1: Tanya Anderssen visits Angel at his Aerie and asks him to help her journey to the Savage Land. Thanks to a recent article, she believes her lover, Karl Lykos, is still alive and living there. Though Angel worries that Lykos may be in the Savage Land to keep his villainous alter ego of Sauron in check, he agrees to help Tanya. When word of the expedition gets out, J. Jonah Jameson, sensing a story, sends Peter Parker along with Angel and Tanya. Reaching the Savage Land, their helicopter is destroyed by a Pterosaur. Reaching the ground safely, they are attacked by the Savage Land mutants created by Magneto. Tanya escapes, but Angel and Spider-Man are captured, taken to Garokk's destroyed citadel, and used to test a machine meant to devolve them.

From his island headquarters, Magneto issues the leaders of the world an ultimatum: destroy all their nuclear weapons within a week, or face his wrath. As Magneto debates the merits of his actions with a powerless Cyclops and Lee Forrester, the Russian submarine Leningrad launches an array of nuclear missiles at the island, which Magneto easily dispatches before sinking the sub. He then uses a device he's created that allows him to control the Earth's crust to turn the Russian city of Varykino into a volcano in retaliation and as a show of force. That night, as the X-Men are searching nearby for the shipwrecked Cyclops, their jet encounters a magnetic force field that sends it crashing into the ocean. Though the nearby Professor X loses telepathic contact with them, the X-Men survive and begin swimming towards a nearby island.

The X-Men gather in Professor Xavier's study where they are told that Kitty's parents are pulling her out of Xavier's school, wanting her to study with students her own age. Though all the X-Men object, there's nothing they can do about it, and an upset Kitty runs to her room. Storm comforts her, but Kitty tells her that she's being sent to the Massachusetts Academy, the school run by the White Queen. Kitty leaves a week later, Professor X having confirmed that her parents are acting of their own free will, with Storm driving her to the academy. As Kitty receives orientation, Storm is visited by the White Queen and blacks out after a flash of light.

The Fantastic Four respond to a police call regarding a woman with a laser gun. They arrive on scene and discover the woman is a Shi'ar agent, battling a group of invisible Badoon troops on her way to seek Professor Xavier's help. The Badoon kill her and capture Mr. Fantastic, Thing and Human Torch, leaving Invisible Girl to seek out Professor X. At the X-Mansion, Storm awakens from her latest recurring dream of fighting alongside Arkon as Invisible Girl arrives with her son. She informs the X-Men of the situation, and her information combined with Storm's dreams is enough to convince the X-Men to return to Arkon's world and help free the Fantastic Four. When they arrive on Arkon's planet, they are greeted by Sashia, apprentice to Arkon's Grand Vizier, who explains that she sent the dreams to Storm in the hope they would bring the X-Men to help free their world of its conquest by the Badoon. Though heavily outnumbered, Cyclops devises a plan which sends Storm and Invisible Girl to infiltrate the citadel to rescue the FF while Nightcrawler, Wolverine and Sashia attempt to destroy the Badoon stargate to prevent reinforcements from arriving, with Cyclops, Colossus and Sprite hanging back as reinforcements.

White Queen, in Storm's body and having learned of Storm's escape from the Massachusetts Academy, attacks the car being driven by Storm in White Queen's body. When the unconscious Kitty awakens and sees who she believes to be the White Queen driving, she phases out of the car, causing Storm-as-White Queen to crash. White Queen-as-Storm, clumsily reacting to the resulting fireball, flies away. Kitty comes across the unconscious body of Storm-as-White Queen and contemplates leaving her to die, but ultimately saves her and eventually accepts that Storm's consciousness is trapped in the body. At the mansion, Sebastian Shaw and White Queen-as-Storm gloat over the captured X-Men, with Harry Leland and a trio of guards mercilessly beating Wolverine to death.

As the X-Men recover from their battle with the Hellfire Club and repair the mansion, Colossus and Kitty put Illyana, Colossus' little sister, to bed. To help her go to sleep, Kitty tells her a story with characters modeled after the X-Men. In the caliphate of Nhu Yorkh, Pirate Kitty and Colossus meet a wizard named Xavier and a cursed prince named Cyclops who are on a quest to save Cyclops and his kingdom from Xavier's apprentice, Princess Jean, who has been consumed by darkness and transformed into Dark Phoenix. Just then, Jean attacks, destroying Pirate Kitty's boat, but Xavier is able to drive her off with a crystal containing her soul and Pirate Kitty is able to prevail on the dragon Lockheed to provide them transport. Outside Illyana's room, Wolverine joins Nightcrawler listening in on Kitty's story.

Cyclops and Storm are playing handball in the mansion's gymnasium, eventually calling the game a draw as they are too evenly matched. Meanwhile, Corsair races toward Earth, pursued by a Shi'ar Dreadnaught. In the Bermuda Triangle, the rest of the X-Men are moving equipment into Magneto's old island base, Professor X having decided to relocate their headquarters in light of the damage to the mansion and growing anti-mutant sentiment in the country. In space, Corsair nears Earth, but his ship is damaged by the Shi'ar. At the mansion, Storm and Cyclops are having dinner together and discussing their respective desires for leading the X-Men when they're interrupted by Corsair's ship crashing into the lake. They pull him free, and when he awakens back at the mansion, Cyclops demands to know why Corsair has a locket containing a picture of Cyclops and his brother as children. Corsair tells him the children are his sons. Cyclops doesn't believe him, but Storm tells him it's the truth. Just then, a Sidrian Hunter bursts into the room, pursuing Corsair.

Aboard the Blackbird, Cyclops is arguing with Corsair for abandoning his children when the plane is teleported aboard a Shi'ar Dreadnought. They are shortly joined by the rest of the X-Men and are informed that Lilandra has been kidnapped and taken to Earth, and that Corsair has been implicated. Xavier uses his position as Imperial consort to delay the Shi'ar from invading Earth for 24 hours, allowing the X-Men time to locate and rescue the empress. However, Nightcrawler and Kitty are left behind on the ship as a show of good faith, with Xavier downloading all his knowledge of the Shi'ar into Kitty's brain before leaving. On Earth, the X-Men contact both the Fantastic Four and the Avengers for help, but only Avengers member Tigra is available to help. Back aboard the Shi'ar ship, Kitty tells Nightcrawler that she's been able to use her computer skills and Professor X's knowledge to tap into the ship's primary computers. On Earth, Storm is showing Corsair around New York when they are attacked by Deathbird and an alien Brood.

As Tigra deals with the police, doing her best to use her status as an Avenger to keep them at bay, the Starjammer arrives above the city and teleports the X-Men aboard before racing for deep space in pursuit of Deathbird's ship. As the X-Men reunite with the Starjammers, their medic begins working to save the life of the gravely injured Colossus. Meanwhile, aboard the Shi'ar flagship, Nightcrawler and Kitty are shown a recording of Deathbird's attack on the X-Men by Admiral Lord Samedar, which ends with Colossus' apparent death, devastating and enraging Kitty. Samedar then contacts Deathbird, revealing a secret alliance between the two. Aboard Deathbird's ship, a captive Professor X awakens from a nightmare beside Lilandra, and learns that Deathbird is her sister. On the Starjammer, Corsair tells Cyclops about the Shi'ar attack that separated their family, and how Corsair witnessed the death of his wife at the hands of Emperor D'Ken before escaping and forming the Starjammers.

Near Pluto, the X-Men and Starjammers are working frantically to repair their ship when Colossus suddenly collapses, succumbing to the still-healing injuries he suffered at Deathbird's hands. As he's looked after by Sikorsky, Lilandra reveals that she tried to contact Chancellor Araki via the imperial commlink in order to get him to call off the attack on Earth, but while a connection was established, he never answered. Desperate, Professor X establishes a mindlink with Nightcrawler and Kitty, still aboard the Shi'ar flagship, and tells them Lilandra is safe. While doing so, he senses an anomaly within himself, but when he attempts to probe it, his mind shuts down, putting him into a vegetative state. Meanwhile, aboard the Brood's ship, the Brood attack Deathbird for allowing Lilandra and the X-Men to escape, but Deathbird holds them off, promising to deliver the super-powered X-Men to them to be used as breeders for the Brood. Aboard the Shi'ar flagship, Nightcrawler and Kitty escape from their quarters just as Admiral Lord Samedar orders them killed.

On the X-Men's base in the Bermuda Triangle, Carol Danvers spars with the Starjammers while Dr. Corebau runs a series of biological tests on her. Meanwhile, Oracle of the Imperial Guard attempts to telepathically wake Professor X from his coma. Scanning his mind, she is overwhelmed by the presence of great evil in his consciousness. When she attempts to withdraw, Xavier subconsciously takes control of her mind and tries to user her power to kill himself before Wolverine severs their connection. Just then, Kitty draws the X-Men's attention to Senator Kelly, who is appearing on TV denouncing mutants in general and the X-Men in particular. Moira worries that the government might be able to track down the X-Men via the information Professor X shared with the FBI back when he was working with them, and Kitty suggests having the Starjammers create a virus capable of erasing all references to the team from the federal databases.

The X-Men arrive in New York to visit Misty Knight, but at her apartment they find only her roommate Harmony Young. Harmony agrees to let the X-Men crash at the apartment while Kitty visits her parents, and Kitty departs, escorted by Storm. Meanwhile, in New Mexico, Corsair catches up with Cyclops, Havok and Polaris, and ponders whether he'll stay on Earth or return to space with the Starjammers. Back in New York, the X-Men grow concerned when Storm doesn't return, at which point they are contacted by the hospital, Storm having been admitted with a slashed throat. When Colossus and Wolverine arrive at the hospital, they find Storm on her feet, believing she was mugged, and demanding to be discharged. Back at the apartment, Storm awakens to open the window and invite inside the fog hovering outside.

The X-Men are training on their island base while being unknowingly watched via a scrying device by a sinister figure. The figure calls out to Illyana, and when she wanders off, Kitty follows her. Illyana disappears inside a dark temple, and when Kitty enters, she vanishes as a circular patch of light appears beneath her. One by one the rest of the X-Men similarly vanish. Kitty awakens inside a sinister, grotesque room and is confronted by a warped, degenerate version of Nightcrawler and the ruler of the realm, Belasco. He imprisons Kitty inside a large crystal and calls forth his servant S'ym, ordering the demon to deal with the rest of the X-Men. As S'ym departs and the X-Men arrive in Limbo, Belasco gives Illyana an amulet containing a Bloodstone, telling her he intends to make her his apprentice and craft more of the Bloodstones.

In Scotland, Moira MacTaggert rescues a young mutant werewolf named Rahne, and decides to take her to Charles Xavier. In Brazil, Roberto Da Costa gets into a fight at a soccer game, causing his super strength to manifests, frightening the crowd. In Kentucky, Sam Guthrie arrives for his first day of work in the coal mines, only to be caught in a cave in. In order to save a co-worker, he blasts out of the mine like a cannonball. In Colorado, a young Native American woman named Moonstar is told by her grandfather Black Eagle that he's sending her to study with Charles Xavier to gain control over her psychic mutant abilities. Donald Pierce, having split from the Hellfire Club and captured his former associate Tessa, monitors these activities, and decides to strike against these new mutants and Professor X.

The New Mutants look on as Shan gets an unwanted haircut from Stevie Hunter. While joking around, Dani accidentally manifests images of Shan's horrific past. Enraged, she attacks Dani until Roberto pulls her off. Frustrated at her lack of control, Dani wanders off, ending up in the X-Men's wing of the mansion. She spends the day tending to Storm's plants before being telepathically summoned to the Danger Room. Meanwhile, in London, Moira and Illyana arrive at the residence Gabrielle Haller, the Israeli ambassador. She asks Moira for help treating her autistic mutant son, and explains that she doesn't want Xavier's help because he is unknowingly the boy's father. In New York, Professor X introduces the New Mutants to the Danger Room, showing them the basic fitness mode as well as an advanced training scenario designed for the X-Men. One by one the New Mutants attempt to cross the Danger Room, but all fail to accomplish their goal.

As Professor X struggles within his mind to overcome the alien evil growing inside him, the Starjammers' medic Sikorsky informs the X-Men that if Xavier loses the battle, he will die. Outside, Cyclops berates Storm for the incident at the Pentagon, pointing to an increase in anti-mutant sentiment in the government as a result. Storm rebuffs him, and he apologies, admitting that Xavier's condition is wearing on him. At his bedside, Lilandra tries to reach out to him, but Xavier's mind is reliving events from twenty years ago, in which he arrives in Israel to help psychiatric patients recovering from the Holocaust. At the hospital, he meets a young Magneto, calling himself Magnus, who is similarly working at the hospital, as well as a young woman named Gabby Haller. Xavier is able to telepathically help Gabby emerge from the catatonic state she entered as a protection against the horrors she suffered in the concentration camp. In the ensuing weeks, Xavier and Magnus debate the growing mutant situation while Xavier and Gabby fall in love, but one night the hospital is attacked by armored troops.

Wolverine, bloody and alone, races through an alien landscape. He's attacked by a plant which sprays him with hallucinogenic gas. He imagines himself horseback riding in Japan with Mariko before they are attacked by two Brood warriors. Coming to his senses, he realizes the Brood are real. He fights them off, but gets ensnared in a massive web. As his body is wracked by sudden, tremendous pain, he remembers the party Lilandra had thrown for the X-Men aboard her ship, and being knocked unconscious by the Brood. When he awoke, he was somewhere else, surrounded by the Brood, but the X-Men weren't aware of them, trapped in an illusion. His intellect and his senses in conflict, Wolverine alternately accepted the peaceful scene along with the X-Men and reacted with horror as he and his teammates were seemingly attacked by the Brood.

As the Brood experiement on Carol Danvers, performing evolutionary modifications and altering her physiology, Wolverine sneaks into the palace and frees her. Back on Earth, Havok and Corsair teleport onto the grounds where the mansion is being rebuilt, confirming for Moira and Polaris that the X-Men and Lilandra have been kidnapped by the Brood, the price of an alliance which has given Deathbird the Shi'ar throne. Corsair departs with the Starjammers, determined to either rescue or avenge his son. A galaxy away, Cyclops awakens from a dream in which the X-Men transform into Brood to find Storm similarly entranced. He awakens her, and with the Brood's illusion fading, they encounter Wolverine and Carol. Freeing the rest of the X-Men, the team splits up, with half going to rescue Lilandra while the rest try to board Lilandra's starship, docked just outside the atmosphere of the planet.

Aboard Lilandra's spaceship, the X-Men are attacked by the Brood, under orders to disable the vessel and capture the X-Men alive. The X-Men fight back using the ship's meager weapons and their own powers, but the Brood manage to damage the ship's warp engine, preventing the X-Men from escaping. As Kitty dons a spacesuit to effect repairs, Carol is overcome by strange sensations. Though wounded by a stray blast, Kitty manages to fix the engine and the ship jumps to warp, though they lose contact with Kitty in the process. Meanwhile, Professor X and Illyana dine together in the newly rebuilt X-Mansion. Professor X worries that he can't read Illyana's mind, afraid she's hiding something, but is still too grief-stricken to press the matter. Back in space, Kitty awakens on the hull of Lilandra's ship to find Carol, transformed into the cosmically-powered Binary, outside the ship with her, and is told the X-Men managed to escape from the Brood. Bringing Kitty inside, Carol uses her newfound powers to recharge the ship's power cells.

In Connecticut, two mutant children are hunted and killed by a group of Purifiers, who string up the children's bodies on a local playground to set an example. But before morning, Magneto arrives and lays them to rest, swearing vengeance. In New York, Reverend William Stryker is briefed on the X-Men. That evening, the X-Men gather to watch Professor X debate Stryker on TV, and thanks to some clever editing, Stryker comes out looking better. As the X-Men burn off their frustrations in the Danger Room, Cyclops and Storm escort Xavier home, but are ambushed by Stryker's soldiers, the Purifiers. At the mansion, the X-Men are told their teammates died in a car accident.

Dani races through the Danger Room, pursued by a monstrous creature. She climbs a cliffside to escape it, hoping to reach an exit, but suddenly she encounters a Brood. Recoiling, she falls off the cliff and is knocked unconscious. Meanwhile, at the Salem Center Mall, the New Mutants and Stevie Hunter emerge from a movie. The kids mingle with some students from the local public school, unknowingly watched by Project: Wideawake. Henry Gyrich and Sebastian Shaw examine the new model of Sentinels Shaw has built, but Gyrich insists he won't need them in order to capture the New Mutants. Shaw, however, secretly wants to heighten the New Mutants fear of humans. At the mall, Stevie is accosted by Colonel Michael Rossi, telling her she'll need his help. Government agents arrive to arrest the New Mutants, and uncertain what to do, Shan tells her teammates to go along peacefully.

Dani is haunted at night by visions of the Brood, the Demon Bear which killed her parents, and her dead teammates, though when she wakes up, she discovers the knife she used to attack the bear in her dream has blood on it. When she goes to tell this to Professor X, she overhears him talking with Moira MacTaggert, saying he believes Dani may be suffering from extreme paranoid schizophrenia. Despondent, Dani contemplates whether she should even go on living. On Muir Isle, Moira hangs up with Xavier, frustrated he hasn't used his telepathy to accurately diagnose Dani's condition. Banshee comforts her, even going so far as to propose to her, but Moira turns him down. The next morning, Banshee finds Illyana singing a song to the rising sun, as though she's praying. He believes she is honoring the missing X-Men, but she is really singing for the X-Men she saw killed while growing up in Limbo. Back at the mansion, Dani discusses her situation with her teammates, all of whom believe her. Suddenly, as the landscape around them turns alien, they are attacked by a Brood Queen.

Feeling down, Kitty works out in the Danger Room until Illyana joins her. Kitty proceeds to give Illyana a tour of the mansion and its grounds, not knowing they are being watched. When the girls reach the hanger, Kitty notices an intruder alert, and they rush off to investigate. Reaching the living room, Illyana throws Kitty inside, where the X-Men, New Mutants and Starjammers surprise Kitty with a birthday party.

With the hole in the hull of the ship caused by Binary's abrupt departure threatening to suck the X-Men out into space, they work together to seal the breach with a piece of deck plating. Meanwhile, back on Earth, Moira brings Xavier a letter from Reed Richards asking for help with a young Vietnamese mutant named Karma. When Xavier declines, Moira suggests sending the girl to Magneto or Emma Frost's Massachusetts Academy if Xavier refuses to help. After Moira leaves, Professor X accepts that he has a responsibility to help young mutants, and calls Richards. Back in space, aboard a Shi'ar shuttle, Storm drifts through a nebula, trying to decide what to do with the Brood egg growing inside her. Suddenly, she begins to transform into a Brood, but when her ship breaches the nebula, the bombardment of starlight fills her with energy, reversing the transformation. Realizing what she has to do, Storm absorbs as much energy as she can and explodes her ship, killing both herself and the embryo.

On the planet Madrizar the Brood work to enslave another Acanti when an enraged Binary appears and attacks the facility. Storm appears before her, and she brings Binary to the Acanti where the X-Men are waiting. Storm then tells the X-Men how the Brood enslaved the Acanti, including their Prophet Singer, keeper of the Acanti's racial soul. Even after his death, the soul remained captive on the Brood homeworld. Thus, the Acanti are unable to free themselves from the Brood. She explains that the Acanti in which they reside is the first new Prophet Singer in generations, but was born prematurely when it's mother was captured by the Brood. When the Acanti came across Storm's dying form in space, they bonded her consciousness to the newborn, giving him the awareness he needed to survive while his mind developed in exchange for using his natural healing abilities to repair Storm's body. Storm offers her teammates the opportunity to spend their last moments not on vengeance, but fighting to help free the Acanti from the Brood.

The New Mutants are watching Magnum P.I. when the X-Men burst into the mansion, hoping to take Professor X by surprise. The New Mutants fight back, but Kitty manages to sneak into Professor Xavier's study. However, she hesitates firing on him, at which point he transforms into a Brood Queen and attacks her. As the Brood Queen taunts the X-Men, Cyclops blasts her outside. The X-Men give chase, and their combined efforts are enough to allow Professor Xavier's lingering consciousness to briefly take control of the Brood's body. He begs the X-Men to kill him before the transformation is complete, but Cyclops is unwilling to do so, determined to find another way to resolve the situation.

As Kitty and Illyana walk to dance class, Kitty rails against Professor Xavier's decision to demote her to the New Mutants. At the mansion, Wolverine and Nightcrawler discuss Xavier's decision as Wolverine packs for a vacation to Canada, while in the Danger Room, Professor X continues his physical therapy with Lilandra's help. At dance class, Stevie Hunter convinces a still-angry Kitty to fight for her place on the team. That night, Storm attempts to reconnect with nature, but finds her recent experiences have damaged her rapport with nature. As Christmas draws near, Kitty does her best to convince Professor X she belongs on the X-Men. In Florida, Cyclops reconnects with Lee Forrester while Nightcrawler does the same with Amanda Sefton in New York. The next day, Kitty is running a scan of the mansion when she notices an anomaly in a maintenance tunnel.

At the Source Wall, New Gods Metron and Darkseid strike a deal: Darkseid receives the Psychon-Wave device while Metron receives a Omega-Phase Helmet that will allow him to pierce the Wall. Darkseid goes to Earth, and uses the Psychon-Wave to extract from the X-Men their memories of Phoenix. The X-Men are awakened by a screaming Kitty, just as an apparition of Phoenix appears before them and begs for their help before disappearing. At Titans Tower, Raven has a prophetic dream of a fiery bird attacking her. Recognizing it as the Phoenix, Starfire summons the rest of the team. As the Titans come together, the X-Men visit Jean's parents, who received a similar visitation. Just then Professor X alerts them to reports of strange occurrences at places where Phoenix manifested her power. The X-Men depart to investigate, while Starfire tells the Titans about Phoenix, and Deathstroke the Terminator is sent by Darkseid to the "last siphon point".

In upstate New York, Rachel Van Helsing returns home to discover Dracula waiting for her. Meanwhile, at the X-Mansion, Kitty is tremendously upset upon learning her parents are getting divorced, and runs off to her room, where she fails to notice an encroaching shadow. That night, Storm dreams of draining the X-Men's blood and reuniting with Dracula. When she awakens, she realizes Dracula is summoning her and departs to meet him, unwilling to endanger her friends' lives. Kitty watches her go, then attacks Colossus. Storm arrives at a manor in Cornwall, and is greeted by Rachel, now a vampiric thrall of Dracula. Breaking his word to release his hold on her, Dracula sends Storm to steal the Darkhold, a book containing the Montessi Formula, a spell capable of destroying Dracula once and for all. Once she retrieves the book, she's attacked by Kitty and Colossus, the later now a vampire, who take the book for themselves and leave Ororo to flee the police with Dracula.

At her studio, Stevie and Karma discuss the disturbing phone calls Stevie has been receiving, and the fact that police are unable to help her. At the mansion, Professor X calls a meeting of the New Mutants and tells them that though he gathered them under the influence of the Brood, they all have a place at the school and he'd like them to stay. They agree, and then Karma tells Xavier about Stevie's situation. He agrees to let the New Mutants investigate so long as they submit their plan to him for approval. At Stevie's apartment, they trace one of the phone calls to a nearby phone booth, and Rahne is able to track the scent to the local high school. With Sam and Rahne keeping watch, the rest of the team goes inside to flush out the culprit. When one of the boys sees Stevie, Rahne senses his surprise and fear, and through their rapport, points him out to Dani.

The New Mutants attend a local fair, where Roberto is excited to meet the recently-retired stunt motorcyclist group Team America, though neither group realizes they are being watched. The New Mutants attend Team America's grandstand show when a group of armed thugs suddenly rush in and attack Team America. The New Mutants spring into action to help the bikers and protect the crowd. As the New Mutants gain the upper hand, the Silver Samurai enters the fray, drawing out the Dark Rider, the mysterious bodyguard of Team America. Silver Samurai manages to knock out the rider and remove the helmet, revealing Dani. His objective to capture the Dark Rider complete, Silver Samurai teleports away. Elsewhere, Dani awakens and is taken before Silver Samurai's partner Viper, who demands to know what her connection to Team America is, but Dani insists she has none, and doesn't remember acting as the Dark Rider.

In San Fransisco, the New Mutants attack Karma's criminal uncle, General Coy, looking for information regarding Dani's whereabouts. Taking control of his mind and ordering him onto the ledge of his high rise, Coy calls Karma's bluff, knowing she won't kill him. Instead, she pledges to work for her uncle for one year in exchange for the information. In Mexico, Team America trains in preparation for their attempt to retrieve the crystal Viper wants, while Professor X monitors them telepathically. At Viper's base in California, Dani contemplates escape while Viper and Silver Samurai discuss going to Japan to claim Silver Samurai's inheritance. In Mexico, Team America infiltrates an A.I.M base and retrieves the crystal, though doing so unknowingly unleashes a savage psychic attack which Professor X realizes came from a mutant. In California, as the New Mutants attack Viper's base, Karma's is contacted by the same malevolent psychic presence.

Candy Southern comes home to the Manhattan penthouse she shares with Angel to find him missing and intruders in the house. She calls Professor X for help, but is cutoff by one of the intruders. Professor X telepathically alerts Nightcrawler, nearby with Amanda Sefton, to the situation, and Nightcrawler teleports to Angels' penthouse in time to see Angel being carried into the subway moments before Candy is thrown through the window. Meanwhile, Sebastian Shaw arrives at the Hellfire Club and discovers that the White Queen has been rendered comatose by a malevolent telepathic attack. Later, the X-Men convene at Amanda's apartment to debrief Candy before setting off to follow Angel's kidnappers into the subway. Underground, they're attacked by a small group of Morlocks, mutants living underground, and Kitty is ordered to break off and scout the area.

In Alaska, Scott and Madelyne are on their first date, when Scott decides to come clean and tell Madelyne about Jean and the shared resemblance between the women. Maddie is initially thrown by the revelation, but decides she likes Scott enough to see where things go. In the Morlock tunnels, the captured X-Men break free and attempt to rescue Angel, but Plague manages to infect Storm, forcing Nightcrawler and Colossus to stand down. Elsewhere, Kitty regains consciousness long enough to convince Caliban to help the X-Men, promising to stay with him in the tunnels if he does so. Meanwhile, Mystique has a dream in which she is hunted by Jason Wyngarde and Phoenix, and when she awakens, she realizes it was a psychic intrusion. She also learns that Rogue has run away from home.

In the Morlock Tunnels, Storm orders the Morlocks to cease their attacks on people living above ground. A recovering Callisto tells Storm she intends to reclaim her place as leader of the Morlocks, and Storm tells Callisto not to push her luck. In Alaska, Madelyne awakens from a recurring nightmare and tells Scott that years ago she was the sole survivor of a plane crash. Scott realizes the crash occurred on the same day as Jean Grey's death. In Massachusetts, Carol Danvers visits her parents, while in New York, Professor X continues his physical therapy. Sensing someone at the door, he telepathically sends Colossus to greet their guest. Colossus opens the door to find Rogue waiting.

Issue #1: In the Canadian Rockies, Wolverine tracks down a wounded bear and puts it out of its misery, before capturing the hunter who broke the law in poisoning the bear. Returning to New York, he attempts to contact Mariko, but is rebuffed, prompting him to fly to Japan. In Japan, he meets with his friend Asano, a government agent, and learns that Mariko's father, Shingen, has returned and forced Mariko to marry a man to whom Shingen is indebted. Wolverine confronts Mariko, who insists she must honor her father's wishes. Wolverine is suddenly drugged and awakens before Mariko and Shingen, who challenges Wolverine to a duel with wooden practice swords. Groggy from the drugs, Shingen easily overpowers Wolverine, forcing Mariko to concede that Wolverine is not worthy of her. Knocked out, Wolverine awakens in Tokyo and is attacked by a street gang, but is saved by a mysterious woman.

Spider-Man swings by a warehouse containing a chop shop at the same time Cloak and Dagger arrive. The three of them take out the criminals working in the shop, then discover a group of dead teenagers in a back room. Cloak and Dagger explain that the kids were likely killed by the mobsters responsible for giving Cloak and Dagger their powers via a synthesized drug, as the mobsters are now attempting to re-synthesize that drug and testing it on runaway kids. Meanwhile, the New Mutants emerge from a Broadway play, but instead of heading back to the X-Mansion, Roberto leads them into an arcade. Inside, they get into an argument with some local kids, one of whom pulls a knife on Rahne, leading to Roberto powering up and punching her assailant. A fight breaks out, and Cannonball orders the New Mutants to run back to the bus station, but they get lost. Eventually, the kids from the arcade catch up to them, and Rahne and Roberto are knocked unconscious in the melee. Unseen by their teammates, they're taken by a pair of shadowy figures.

Days after the explosion of Viper's base, the New Mutants and the X-Men continue to search for some sign of Karma. When Roberto's mother, Nina DaCosta, an archaeologist, arrives at the X-Men's camp, Professor X declares he's sending the team to accompany Nina on a trip to the headwaters of the Amazon. Though the New Mutants are reluctant to give up on the search, Professor X explains to the X-Men that he believes Karma is alive, but in light of the malevolent psychic entity he sensed, he won't risk the New Mutants encountering it while searching for Karma. A week later the New Mutants arrive at Roberto's lavish home in Rio De Janiero and suffer through a tense dinner in which Nina and Roberto's father Emmanuel snipe at each other. The next morning, the New Mutants accompany Nina into the city for Carnival, but Nina is captured by a group of Hellfire Club soldiers led by a mutant named Axe.

In the Amazon, the New Mutants play an improvised game of hide-n-seek to exercise their mutant powers. Later, they check in with Professor X, who advises them that Karma is still missing and that they should continue their trip. When Dani decides to swim back to their boat, one of the crewmen, Carlos, hoping to stir up some piranhas, empties a slop bucket into the river. Dani uses her power on the fish to scare them away, and Sam manages to pull her out of the water. They crash on the opposite shore and come face to face with a group of Native American women, who attack them. Realizing the Native Americans were watching the boat, Sam and Dani fight them off, but take one of them captive. That night, as the ship sails up the river, Roberto's mother Nina unsuccessfully tries to communicate with the captured girl. Meanwhile, in Rio De Janiero, Emmanuel Da Costa meets with Sebastian Shaw, and they discuss once again the difficulty of sabotaging Nina's expedition without hurting her or Roberto, but Emmanuel insists he will stop her from reaching the uncharted resources of the Maderia.

The New Mutants and Amara, guarded by a group of Legionnaires, arrive in the hidden Roman city of Nova Roma. Considered barbarians by the soldiers, the teenagers are locked inside a dungeon, where Amara explains that she is the daughter of the First Senator of Nova Roma, Lucius Aquilla. Roberto, concerned about his still-missing mother, doesn't trust Amara, but when he tries to smash his way out of the cell, a booby trap is triggered and all the captives are hit with darts, knocking them out. Meanwhile, at the senatorial baths, Amara's father meets with Senator Gallio and confirms that the captured males will do battle in the arena while the girls will be sold into slavery. Gallio returns home to his wife, a sorceress priestess named Selene, upset that Lucius Aquilla has prevented him from using the New Mutants' to help him seize power. Selene takes him to another prisoner, the deckhand Castro. He suggests an alliance between Gallio and Emmanuel Da Costa, intriguing the senator. Elsewhere, Dani, Rahne and Amara are cleaned up in preparation for being placed in the slave auction.

The X-Men, including their newest member, Rogue, arrive in Japan to celebrate Wolverine's upcoming wedding. Wolverine is reluctant to welcome Rogue, but Mariko insists she is a guest and offers her the same hospitality as the rest of the X-Men. Outside, Silver Samurai is watching the X-Men, hoping to strike while the X-Men are off guard, when he is attacked by Yukio. Sensing the fight, Wolverine has Nightcrawler teleport him into the fray. Wolverine fights off Silver Samurai while Storm saves Yukio from a fall. As the X-Men discuss Silver Samurai's recent attack on the New Mutants and his possible connection to Shingen Yashida's criminal empire, Viper sneaks into the apartment and poisons the X-Men's tea just as Mariko leaves for a secret meeting. Wolverine senses the poison in time to warn Storm, but not before the rest of the X-Men succumb to it.

Wolverine and Rogue tear through the Yakuza, looking for information on Nabatone Yakuse, hoping he'll lead them to Silver Samurai. Finally getting a location, they set off. Elsewhere, Storm and Yukio seek sanctuary from the Yakuza, but are turned away by Yukio's friend. Suddenly, they're confronted by a gang of muggers. Outside the city, Rogue and Wolverine arrive at Nabatone's estate, but find that the gang leader has been dead for over a week, meaning the Nabatone Mariko met with earlier that night was an imposter. Wolverine realizes they've been suckered, sent out of town and away from Mariko and the recovering X-Men. Meanwhile, Storm and Yukio make quick work of the muggers, with Storm reveling in the use of her powers. Back at the hospital, Viper and a cadre of ninjas take out Mariko's guards, but Rogue arrives and clears the room.

Aboard the Starjammer, Scott and Madelyne share their first Earthrise together. As Corsair gives Madelyne a tour of the ship, they learn Carol Danvers is planning to leave Earth and join the Starjammers. Corsair asks Scott if he's still considering joining them, but Scott isn't sure because of Madelyne. Elsewhere, Professor Xavier and Lilandra continue Xavier's physical therapy, and Lilandra once again affirms that she'll need to leave soon to reclaim her throne. In Japan, Wolverine confronts Mariko following their aborted wedding, but she insists she does not love him and orders him to leave her alone. In New York, Kitty pulls Colossus away from a painting and demonstrates her ability to phase someone along with herself by air-walking them into Storm's attic. They kiss, but are interrupted by Storm.

The X-Men are shocked when a Phoenix firebird appears in the sky over the mansion, followed by a falling Cyclops. Rogue catches him, and the X-Men convene in Professor Xavier's study. When Xavier attempts to use Cerebro to search for Phoenix, it backfires, knocking him out. As Nightcrawler takes him to the med-lab, the X-Men realize someone has tampered with Cerebro just as Dark Phoenix suddenly emerges from Cyclops. She easily dispatches the team, then flies off, vowing to return. The X-Men attempt to warn the Starjammers, but establish communication just as Dark Phoenix destroys the ship. They next try to contact the Avengers, but the connection is severed when Dark Phoenix destroys Manhattan. Meanwhile, an unconscious Cyclops has an out-of-body experience, and sees a vision of his mother urging him to wake up. He awakens in the med-lab, and thinking over the inconsistencies in Dark Phoenix's actions, realizes what's really going on. Stopping briefly to transfer control of the Danger Room to a handheld device in order to give him an advantage over the X-Men's real foe, finds the X-Men, but they attack him, believing him to be Dark Phoenix.

The X-Men are training in the Danger Room when Professor X suddenly announces that Cerebro has detected a new mutant. Determined to find the mutant and persuade him to join the X-Men before Magneto can recruit him into his Brotherhood of Evil Mutants, Professor X sends the X-Men to the mutant's location, in the vicinity of the State Fair in Dallas, Texas. At the horse barns, a mysterious figure approaches a young man named Daniel Wiley. Daniel tells the man about his love of horses and the first time his mutant power to transform into a Centaur manifested. Later, inside a secreted airship, the mysterious figure reveals himself as Magneto, and expresses his determination to recruit Daniel. Shortly thereafter, the X-Men arrive in Dallas and explore the fair, searching for the new mutant. With so much to see, the Professor X resolves that the X-Men will need to continue their search the next day.

The New Mutants, heralded as gods, are paraded through the streets of Nova Roma. Arriving at Senator Gallio's palace, he tells them of how Senator Aquilla, Amara's father, wishes to declare himself emperor of Nova Roma. Though both Sam and Dani sense that Gallio is lying, they play dumb. That night, Roberto goes for a walk, and sees a woman he believes to be his missing mother in the street, but Gallio's guards detain him, and following Xavier's teachings, he refuses to use his power on them, so he loses his mother in the crowd. Later, Dani sneaks out of the palace, hoping to get a sense of what Nova Roma is really like, when she's grabbed from behind. Back inside, Roberto is suddenly shot in the arm, and the New Mutants discover the gunman is Castro, who claims Senator Aquilla hired him to kill the mutants. Gallio orders the immediate arrest of Aquilla.

Amara attacks Selene, who defends herself by animating the rock within the cavern. That use of power leaves Selene old and frail, but she sacrifices her followers to rejuvenate herself. Turning to Dani, she entrances her, declaring her intent to use her and the other New Mutants to conquer the world. Dani fights her influence, just as Amara escapes from the rock and attacks Selene again, blasting her with lava. Dani vows to help Amara, just as Selene suddenly drains Amara's lifeforce. Meanwhile, Senator Gallio triumphantly leads Senator Aquilla away in chains, much to the consternation of Sam, Roberto and Rahne. Spying a red-haired woman amongst Aquilla's captured slaves, Roberto steals a guard's armor and follows her. Inside a dungeon, he discovers his captured mother being taunted by Castro. Roberto knocks out Castro, then frees his mother.

In Rio De Janiero, Emmanuel DaCosta arrives to his office to find Roberto waiting for him. Roberto tells his father to forget about the Maderia, that Nova Roma is off limits, or else he and the other New Mutants will do everything in their power to stop him. His father tells him that if he leaves, it will be as though he has no son, to which Roberto replies that he's now half an orphan. Enraged, Emmanuel calls Sebastian Shaw and tells him he accepts his invitation to join the Inner Circle of the Hellfire Club. Meanwhile, Dani and Amara are enjoying the beach at Ipanema, with Amara reflecting on her father's decision to send her to Xavier's school to gain control of her power, when the girls are accosted by a group of men. When one of them kisses Amara, she triggers a volcano on the beach.

The New Mutants introduce Amara to Professor X, who welcomes her to the school and shows her to her room, which has been designed to resemble her room back in Nova Roma. That evening, the New Mutants hold a welcome barbeque for Amara, but when Sam, trying to show off, accidentally spills soda on Amara's dress she runs off, triggering an earthquake as she goes. Roberto prevents a fire from breaking out and Rahne and Dani follow Amara into the woods, but decide to respect her privacy. Meanwhile, at Project: Wideawake headquarters, Sebastian Shaw and Henry Gyrich are showing Val Cooper a Sentinel test when the machine goes wild, a victim of someone taking control of the computer system, forcing Gyrich to destroy the Sentinel. Back in New York, Kitty and her friend Doug Ramsey realize their connection to the government system they hacked has been severed, but Doug doesn't think they'll be discovered.

In the South Pacific, Scott and Madelyne are flying their seaplane towards their honeymoon destination, hoping to avoid an oncoming storm. As Scott contemplates his father's offer to join the Starjammers, the plane is suddenly struck by lightening, sending it crash towards the ocean. Meanwhile, in Japan, Wolverine visits Mariko, asking why she sent him the Yashida Honor Sword. She explains that while it is his by right, she refuses to marry him until she's severed all the criminal ties she forged while under Mastermind's influence, thus restoring her family's honor. In the Pacific, Scott and Maddy work frantically to repair their plane before the storm blows in, with Scott narrowly avoiding a shark attack. In Washington DC, Henry Peter Gyrich attends a meeting held by the president's National Security Adviser, during which the NSA's assistant, Val Cooper, gives a presentation discussing the imbalance of power between nations created by mutants. She urges the government to consider drafting mutants to work for them, something Gyrich worries would only trigger further attacks from mutants like Magneto.

In an abandoned circus, Mystique is attacked by Wolverine, but she manages to evade his attack and slit his throat, killing him. Posing as him when Kitty investigates, Mystique kills her as well, then leads Cyclops and Colossus into a fun house where a series of pre-placed amplifiers increases the power of Cyclops' optic blast, killing Colossus. Mystique then sneaks up behind Cyclops and strangles him. Donning a special suit, Mystique exits the fun house and is attacked by Storm. She absorbs the energy of Storm's lightening attack via the suit, and explodes a nearby fuel tanker, killing Storm. Inside the big top, Mystique is attacked by Rogue, but manages to blast her into oblivion. Mystique is then grabbed by Nightcrawler, who teleports her throughout the tent. Mystique is unfazed by the teleportation, but hesitates when she's about to stab Nightcrawler, who uses the opening to knock her out. Later, Mystique awakens to Destiny tending to her wounds as Arcade enters, congratulating Mystique on her performance against his robot X-Men. Mystique arranges to have Arcade run her Brotherhood through the same program.

Horrified by what happened to Colossus and realizing she's no match for the Brotherhood on her own, Kitty telepathically alerts Professor X. Xavier sends Storm and Wolverine in response, but neglects to tell Rogue about the attack for fear of testing her loyalty too soon. Suddenly, he's hit by a tremendously powerful psionic scanning wave which leaves him wracked with pain. Back in New York, Kitty remembers reading about a recent invention of Mr. Fantastic's that could help Colossus, but when she contacts the Fantastic Four, she's told they're unavailable. Hoping to find the device herself, she takes a cab to the Fantastic Four's headquarters in the Baxter Building. Meanwhile, Callisto, Sunder and Masque find the body of a dead homeless girl, and Masque begins to work on her. Back at Lincoln Center, the Brotherhood attacks Nightcrawler and Amanda, but they manage to hold their own until Wolverine and Storm arrive.

The X-Men are playing baseball when a massive space ship appears in the sky above them, from which Galactus emerges. He declares that he requires the X-Men's domicile, then disappears along with the X-Mansion. With Professor X's help, the X-Men track Galactus, whom Xavier believes isn't truly Galactus, to the SHIELD Helicarrier, where Nick Fury's eyepatch is stolen. Next, the X-Men track the alien to the Savage Land, where Ka-Zar's sabretooth tiger, Zabu, has been stolen. Back in New York, the Wasp's costumes are stolen, leading to a tussle between She-Hulk, Iron Man, Colossus and Rogue, while Dr. Strange's sigil window is stolen. At the Hellfire Club, the X-Men battle Sebastian Shaw as the alien steals the Black Queen's costume. Finally, the X-Men chase the alien through the offices of Marvel Comics, eventually cornering him and overpowering him when Rogue attempts to absorb his power, at which point he reveals himself as the Impossible Man of the planet Poppup.

Issue #1: At the mansion, Illyana watches the sun rise and thinks back over her time in Limbo. After successfully preventing the X-Men from rescuing her, Belasco fashions a piece of her soul into a Bloodstone, thus bonding her to him forever. However, older versions of Storm and Kitty Pryde, called Cat, stranded there from an alternate timeline in which Illyana escaped Limbo but the X-Men remained behind, rescue Illyana and take her to Storm's protected garden. There, Storm decides to take Illyana as her apprentice, teaching her sorcery in order to one day free her from Belasco's influence and send her home. They begin training as Illyana grows older, but she has difficultly overcoming the corruption of Belasco, tainting her attempts to transform her power into life with darkness. One night, Cat steals into the garden and promises Illyana she can return her to Earth. Together, the two run off.

Illyana watches as the New Mutants are released from class early to play in the snow. The group sees Professor X watching morosely from the window, and Amara tells them he's sad about Lilandra's departure. They decide to throw him a surprise party to cheer him up, and ask Illyana to help. They leave for dance class, not knowing they're being watched by a shadowy figure. After class, Stevie takes the New Mutants and Illyana to the mall to get party supplies. Meanwhile, at the mansion, Belasco's servant S'ym attacks Professor X. When the New Mutants arrive back at the mansion, it appears surprisingly quiet from outside. Because Professor X can't read Illyana's mind, they send her inside to see if the coast is clear before setting up the party. When she enters, S'ym appears, saying he's come to return her to Belasco. Illyana manages to teleport the New Mutants inside the school just as he knocks her out.

Worried that no one has heard from Kitty since she left for the Massachusetts Academy with Doug Ramsey, Illyana casts a spell and travels via her astral form to the school. In the secret complex beneath the school, she discovers that Kitty is a captive of the White Queen. She overhears White Queen's intention to turn Kitty and Doug to the side of the Hellfire Club before she's detected and forced back into her body. The backlash from the White Queen's attack causes Illyana to lose control of her psychic familiars, sending demons flooding out into the school. The New Mutants manage to fight off the demons, who disappear when attacked, then confront Illyana. She admits to being a sorceress and tells them about Kitty's situation. With Professor X and the X-Men missing, the kids reach out to the Fantastic Four and the Avengers, but both teams are similarly unavailable.

In the tunnels beneath Manhattan, the Morlocks prepare Kitty for her wedding day. Meanwhile, at Bellevue Hospital, the X-Men arrive to identify the body of the young woman found dead at the Baxter Building. Although she looks exactly like Kitty, Wolverine realizes its not her because the scent is wrong, at which point Storm begins to suspect where the real Kitty may be. Back at the mansion, Nightcrawler tends to Colossus, but is unable to determine if he's even alive or dead. As Professor X attempts to probe Colossus' mind, he's once again hit by a powerful psionic scanning wave, rendering him unconscious. Elsewhere, Kitty, bewitched by one of the Morlocks, is about to marry Caliban when the illusion falters for a moment, and Kitty realizes what's happening. She tries to run, but Callisto reminds her she promised to stay with Caliban if he helped her save the X-Men, which he did. Remembering Colossus' injuries, Kitty begs for Callisto to allow her to leave to help him, but when Callisto questions how they can trust Kitty's promise to return, she runs off into the tunnels.

Reveling in his recently regained ability to walk, Professor X plays basketball in the Danger Room until he's hit by another debilitating psionic scanning wave. Hearing him cry out, Storm enters, and the pair discuss Storm's recent physical and emotional changes. Meanwhile, Kitty and Doug Ramsey are kicked out of an arcade after Kitty's high score breaks the game. Over lunch, they discuss Kitty's anger at Storm for changing from the woman Kitty knew into someone who scares her, as well as Doug's upcoming interview with the Massachusetts Academy. At the mansion, Colossus and Wolverine discuss Colossus' feelings for Kitty and his concern over her friendship with Doug, someone her own age with similar interests. At the botanical gardens, Storm visits her plants and stops a mugging.

Issue #1: In the sub-atomic Microverse, the Micronauts, allied with their enemy Baron Karza, lead Karza's fleet against the mysterious, seemingly all powerful Entity. The Entity makes short work of the fleet, sparing the Micronauts, and destroying the planet D'arnel. In the wake of the destruction, Karza and the Micronauts' living vessel Bioship are able to escape. At the X-Mansion, Professor X is conducting quarterly evaluations on the New Mutants when he's suddenly attacked by Karza, who has traced the Entity's power to Xavier. Despite being only a few inches tall on Earth, Karza is able to hold off the New Mutants, but is overwhelmed by the X-Men. However, when Kitty tries to phase through him, their minds are swapped. Unknownst to the X-Men, Kitty ends up unconscious in Karza's body, while Karza takes control of Kitty's body. Bioship tells the X-Men about the Entity's attacks on the Microverse, and how his power was traced to a nexus on their world near Xavier. Unsure of how that's possible but feeling responsible, Xavier sends the X-Men into the Microverse to help defeat the Entity.

When the Hellfire Club guards move in to capture the New Mutants, Amara triggers an earthquake which disrupts the power to the lower levels of the Massachusetts Academy. In the ensuing darkness, the New Mutants manage to sneak into a store room, where they plan their next move. Knocking out a pair of female guards, the team splits up. Sam and Amara blow the generator, shutting down power throughout the campus, then go in search of Doug. Meanwhile, Illyana and Dani, dressed as Hellfire Club guards, search for Kitty, not realizing they are being followed. In another part of the complex, Roberto and Rahne search as well, but they encounter a pair of the White Queen's students, Thunderbird and Roulette, who manage to knock out the two New Mutants.

As the White Queen leads the Hellions in an analysis of their confrontation with Xavier's students, the defeated New Mutants find themselves imprisoned along with Kitty in a room with a power inhibitor. Meanwhile, in Limbo, Dani, with the help of S'ym, tends to an exhausted Illyana. When she awakens, she casts a healing spell on herself, then teleports with Dani back to the Massachusetts Academy. When they arrive, they discover their teammates dressed like the Hellions and interacting with them as though they're all old friends. Dani and Illyana quickly realize they've arrived at the school a year after their initial encounter with the Hellions, and that the White Queen has succeeded in brainwashing their teammates. Illyana teleports them again, and they arrive a week after their fight with the Hellions. Certain she won't be able to do any better, Dani and Illyana steal into the New Mutants' room to rouse them. But before they can escape, they are confronted by the Hellions.

Outside the mansion, a ratty red-haired girl works up the courage to approach the school. Inside, Cannonball, Sunspot and Magma practice in the Danger Room as Dani and Illyana observe. Illyana can tell something is troubling Dani, but Dani refuses to tell her about the recurring dreams she's experienced of the Demon Bear since their return from Massachusetts. The doorbell rings and Illyana answers it to find the red-haired girl. She asks to see Professor X, but Illyana tells her he's away, spooking her after Illyana introduces herself. Meanwhile, in space, a being named Warlock is pursued by his powerful father. Back at the mansion, Illyana runs Dani through a Danger Room sequence in which she fights a large bear.

A critically injured Dani is rushed to the hospital and put into surgery. The New Mutants explain to Officer Tom Corsi of the Westchester County Police that as near as they can tell, Dani was mauled by a bear. As the kids wait at the hospital for word on Dani, they're tended to by a nurse named Sharon. Musing that the Demon Bear is likely to come after Dani to finish her off, Sam has the New Mutants suit up and stand watch. Rahne shifts into her wolf form to monitor Dani through their rapport. Dani tells Rahne that the bear is afraid of Dani, but Rahne pulls back before she can explain further when Dani fights against her anesthesia to communicate with her.

In Japan, a group of school children witness the sudden arrival of a massive dragon, followed by the X-Men, transported to Earth following their encounter with the Beyonder. The dragon, a female whom Lockheed befriended on the Beyonder's Battleworld but arrived on Earth significantly larger, heads for Tokyo. Professor X and Storm send Rogue back to New York to check on Kitty and the New Mutants, then the rest of the X-Men follow the dragon into the city. As she approaches Tokyo, the Japanese military engage her, but are turned back. The X-Men arrive and, assisted by Sunfire, do their best to help save bystanders from the dragon's rampage.

Rogue, having flown directly from Japan, arrives at the mansion in record time. She finds the place deserted, and checks Xavier's messages. When she hears one from Michael Rossi, aboard SHIELD's helicarrier, that is cutoff midsentence, she races off to rescue him, missing a message from Illyana explaining the New Mutants intent to rescue Kitty from the White Queen. Aboard the helicarrier, Rossi is roughly interrogated by two SHIELD agents, one of whom, Garwood, is actually a mole working for Sebastian Shaw. When he reports to Shaw that Rossi was discovered scanning SHIELD's computers for data on Shaw, Shaw orders Rossi killed. Meanwhile, Rogue storms the helicarrier, fighting her way to Rossi. She arrives just as Garwood has shot his partner, intending to kill Rossi himself and claim he died in an escape attempt. Rogue knocks out Garwood and escapes with the badly beaten Rossi.

On a hill top overlooking the lake, Colossus tells Kitty that while he and the X-Men were away on the Beyonder's planet, he fell in love with an alien woman. He admits that while he still cares for Kitty, he no longer feels the love and commitment for her he once did, ending their relationship. Kitty puts up a brave front until she returns to the mansion, where she bursts into tears, and is comforted by Illyana. Meanwhile, Storm watches as Rogue puts herself through a grueling Danger Room exercise and offers to help her deal with her emotional situation, but is rebuked. That evening, Wolverine takes Colossus into the city, accompanied by Nightcrawler, while Kitty tells Storm she'll be leaving the school for awhile to visit her dad and clear her head. In Dallas, Val Cooper and Raven Darkholme discuss Senator Kelly's Mutant Affairs bill on their way to visit Forge, a colleague of Raven's. At a bar in Manhattan, Wolverine talks to Colossus about his break up with Kitty, insisting that Colossus really ended things because he was scared of how serious their relationship was becoming.

In Dallas, Texas, Val Cooper and Raven Darkholme meet with Forge, a mutant inventor working for the government. He shows them a prototype weapon designed to remove mutants' powers as well as a scanner that can detect whether a person is a mutant or an alien. Meanwhile, in New York City, the time traveling Rachel watches a news report on the X-Men, confused by the differences she sees in the X-Men compared to the ones in her past. Selene, drawn to the girl's raw power, reaches out to her, intending to make Rachel her apprentice, but, telepathically sensing Selene's hunger, Rachel flees. She runs into a night club to hide, but is overwhelmed by the thoughts of all the people inside. Tossed out by the bouncer, the club owner, Nick, takes pity on her and brings her to his house.

Issue #1: In Chicago, Kitty Pryde, on leave from the X-Men following her breakup with Colossus, visits her father Carmen at his bank. She overhears him being threatened, and interrupts a confrontation between Carmen and a group of Japanese businessmen. Carmen explains that the men represent a Japanese firm headed by a man named Shigematsu, who is buying the bank, but Kitty senses trouble. Her father leaves for Japan, sending Kitty back to Xavier's school. But Kitty, thinking Carmen is in danger, instead sneaks aboard a plane and follows him to Japan. Locating the office of Shigematsu, she is horrified to overhear her dad agree to use his bank to launder money.

In the Demon Bear's domain, a dimension which resembles an untainted American West, the New Mutants watch as the bear transforms Officer Tom Corsi and Nurse Sharon Friedlander into American Indian demons. As the New Mutants battle the demons, the bear attempts to pierce Illyana's wards protecting the doctors operating on Dani back in the real world. As the battle rages, the bear grows more powerful and his corruption fills the land. Amara saves Roberto from one of the demons, leaving her open for an attack by the bear, which transforms her into a demon as well. Illyana uses her Soulsword to fight off the bear, then plunges it into the possessed Amara. Believing Illyana has been consumed by her dark side and killed Amara, Sam attacks her, but a restored Amara admonishes Sam, telling him Illyana saved her. As the New Mutants regroup and debate their next move, Illyana convinces Rahne to re-establish her rapport with Dani so they can learn why the bear fears her. As the bear continues to attack Illyana's wards, she uses her Soulsword to destroy the demons possessing Tom and Sharon.

At Xavier's mansion, a group of local girls arrive to have a slumber party in celebration of Dani's release from the hospital. Meanwhile, in outer space, Magneto detects the approach of Warlock, who smashes into Asteroid M, destroying it, en route to Earth. Back at the party, the girls rush Rahne and give her a makeover, while Sam and Bobby return from a baseball game. They're shooed out of the house by the girls, and are swimming when Warlock crashes into the lake. Believing his inert form to be a meteorite, Sam fishes him out and takes him back to the school for Professor X to study. Inside, Warlock awakens, and seeks out power to rejuvenate himself. Plugging into an outlet, he shuts down the power to he school. Moving through the house seeking further sustenance, Warlock is attacked by Lockheed and Illyana before the rest of the team intervenes.

In the Danger Room, Nightcrawler works on agility with Sam, hoping to help him become more maneuverable while flying. As Sam practices, Nightcrawler reaches out to a watching Rahne, hoping to help her see that he shouldn't be judged by his appearance, but frightened, she runs off. Rahne rushes past a sparring session between Colossus and Roberto. Roberto is suddenly filled with rage, his hands becoming claws, and he lashes out at Colossus, making the older mutant feel like he's come down with the flu. In one of the school's laboratories, Rahne watches as Professor X and a newly-arrived Moira MacTaggert study the alien Warlock. She then visits Dani, who is on the phone with her parents, but Rahne takes off before Dani finishes, leaving Dani to worry about both Rahne and Roberto's recent edginess.

In the Danger Room, Professor X tests the upper limits of Sam's blasting power. As Sam struggles to raise a hydraulic ram, Xavier has Dani create a mental image of a Brood Queen, which frightens Sam and breaks his concentration, reinforcing the additional point of the test: to never let down his guard. Chagrined at his failure, Xavier tells him he'll do better next time. Later, Stevie Hunter is helping Dani with physical therapy when Roberto bursts into the room, brandishing tickets to the Lila Cheney concert. That Saturday, the New Mutants arrive at the concert early for the sound check. During the check, one of the speaker banks breaks, threatening to crush Lila. As Warlock and Sunspot shore up the speakers, Sam manages to push Lila to safety, earning her gratitude and affections. When Warlock discovers that the chains holding up the speakers were tampered with, Dani has Rahne shift into her wolf form. Rahne discovers an alien scent, and the New Mutants investigate. During the concert, they discover a large alien waiting to ambush Lila. A fight breaks out, and Sam is able to defeat the alien. But as the concert ends, Sam is caught in a massive blast of energy that encompasses Lila and her band, and they all disappear.

At the Pentagon, Henry Peter Gyrich leads a briefing on Rogue and unveils Forge's Neutralizer, declaring his intent to use it in apprehending Rogue for killing a SHIELD agent. Raven Darkholme storms in, angry that Gyrich intends to use the untested Neutralizer prototype, but is told that the president has authorized the action. Meanwhile, at Xavier's School, Storm interrupts a therapy session between Professor X and Rachel to declare that Rogue has gone missing. Worried she may be suffering a relapse in the control of her powers, Professor X and Storm go to Cerebro to attempt to locate her, while Rachel, spying Xavier's address book, calls her father, Cyclops. Meanwhile, within a secret chamber at the Pentagon, Raven, as Mystique, consults Destiny for the best course of action regarding Rogue. Raven then informs Forge that Gyrich and his NSA team intend to use his invention on Rogue. Furious, Forge calls the president as he flies off to intercept Gyrich.

In Dallas, Forge tries to help Storm recover from the loss of her powers, but she is largely unresponsive, much to Forge's frustration. Back at the mansion, Professor X searches for Storm using Cerebro, but is unable to locate her since experiencing a burst of extreme psychic pain from Storm through the rapport he shares with all the X-Men. Nightcrawler worries that this may mean Storm has died, but Professor X forges ahead, switching tactics to try scanning for Rogue. Back in Dallas, Storm emerges from her room and discusses her situation with Forge, asking about Rogue, who is still missing, and mourning the loss of her powers. The pair go for a swim, and Storm learns the extent of the injuries Forge suffered in Vietnam, realizing they share a sense of physical loss. Meanwhile, in Mississippi, Val Cooper continues to search for Rogue when she's attacked by a group of Dire Wraiths. She's rescued by Rogue, who is after Val for information on Storm's whereabouts.

Leaving Forge's building in the midst of a thunderstorm, Storm overhears an alarm triggered by a Dire Wraith teleporting into the lobby. Investigating, she's attacked by a Wraith herself but his saved by Naze, who has arrived in response to a prophetic dream he had of Forge being under attack. As Storm calls up to the penthouse to warn Forge, he's attacked by a cadre of Wraiths. In response, Storm and Naze begin to fight their way up to Forge. Storm is chased onto the roof by a Wraith, only to discover that the thunderstorm has become a blizzard. Storm is able to lock the Wraith onto the roof, leaving it to die. Just then, a stunning mental wave envelops Naze, Forge and Storm, briefly linking their souls.

Issue #1: In a far off land, a hidden being dispatches two servants, White Light and Idiot, to retrieve someone for him. On Earth, Iceman returns to his hometown of on Long Island for his dad's retirement party. Along the way, he becomes smitten by a young woman named Marge. That night, fed up with being harrassed by his family and upset by the constant needling from his parents about being a superhero, Iceman storms out of the party and bumps into Marge. They grow closer as they discuss their families, but then White Light and Idiot attack. Iceman holds them off as Marge and her family mysteriously vanish, but Marge's home is destroyed in the process, and Iceman's parents are furious that he exposed his mutant powers to the his whole family.

In New York, Spider-Man returns home and unsuccessfully attempts to dodge his landlady. In Asia, Juggernaut returns to the temple where he received his powers and takes the Ruby of Cyttorak, intending to give it, and thus the power of the Juggernaut, to Black Tom for his birthday. Back in New York, the X-Men complete a training session in the Danger Room, after which they see a news report on Juggernaut's Asian rampage. Seeing the same report, Spider-Man leaves his apartment to check the city for Juggernaut. Meanwhile, Juggernaut arrives at Black Tom's birthday party in Manhattan, and gives him the Ruby of Cyttorak. When he touches it, Tom suddenly grows in size and mass to match Juggernaut. At the X-Mansion, Nightcrawler uses Cerebro to locate Black Tom, and the X-Men head into the city. In Manhattan, an angry Tom demands that Juggernaut turn him back to the way he was, and a fight breaks out between them that spills out into the streets.

At the Hellfire Club, Sebastian Shaw introduces the newest members of the Inner Circle, Emmanuel Da Costa and Selene. In Salem Center, at a local tavern, Colossus finishes a game a chess with the owner when a waitress asks for his help in escorting a sullen Roberto out of the bar. When Colossus confronts him, Roberto lashes out and attacks. Mentally alerted by Colossus, Professor X sends Sam and Dani to assist. At the bar, Roberto is knocked out by Colossus, but Colossus mysteriously falls unconscious in the process. Meanwhile, in the Bermuda Triangle, Lee Forrester returns an injured Magneto to his island home, and though he rebuffs her assistance, stays to help him. At Xavier's mansion, as Xavier and Moira examine Roberto and Colossus, Dani receives a phone call from Rahne. Dani and Sam fly to a ritzy Manhattan hotel, where they find a confused Rahne, clutching a necklace, with no memory of how she got to the hotel.

The horribly transformed Roberto begs Moira MacTaggert to run before he consumes her, but Moira refuses to abandon the unconscious Xavier. Just then, Rahne enters the room and transforms into a beautiful woman, who is able to generate a light that sates Roberto's hunger and returns him to normal. But when Sam and Dani burst into the room, Roberto panics and teleports away with Rahne. Sam and Dani tell the awakened Xavier about their discovery of Cloak and Dagger's involvement in Rahne and Roberto's condition. They worry that their friends can't be cured, but Xavier says their first concern is finding them. Meanwhile, in Manhattan, Cloak and Dagger leave the hospital, worried the New Mutants will return and force them to take back their powers. In the Bermuda Triangle, Magneto apologizes to Lee for his ingratitude. Back in Manhattan, Roberto and Rahne arrive at St. Anne's, the church of Father Bowen. Roberto begs him for help, then collapses, unconscious.

Cloak and Dagger announce their willingness to help the New Mutants, and then Dagger is reunited with Father Bowen, who is her uncle. Scared that this means she'll leave him, Cloak angrily lashes out at her and storms off. Illyana tells Professor X about her attempts to cure Roberto and Rahne through magic, which failed due to the need of Cloak and Dagger's abilities be hosted by someone. Then Xavier telepathically speaks with Cloak, and helps him realize that even though his powers aren't a curse, his fear of them makes them one. Cloak agrees to do his best to not let his fear overwhelm him, and Xavier decides on a course of action. He has Illyana teleport everyone to Limbo, and with Sam and Dani guarding against any demonic incursions, helps Rogue use her power to purge Rahne and Roberto of Cloak and Dagger's abilities.

In Eagle Plaza, the X-Men and Forge are attacked by a mass of mystical Shadowbeings called forth by the Dire Wraiths. In Forge's sanctum, the Wraith who has taken Naze's form attempts to contact the Great Spirit, offering Earth in exchange for its help, but another entity reaches out, destroying the Wraith and claiming Naze's form. Nightcrawler teleports into the building along with Amanda Sefton, followed shortly by Illyana, who are able to disrupt the Shadowbeings enough to free the X-Men. However, they aren't able to seal the rift in reality through which the Shadowbeings are coming to Earth. Storm suspects the Wraith she stranded on the roof is still alive and countering Amanda's magic. Nightcrawler teleports Forge to the roof, and he slays the Wraith, ending the threat. Storm tells Forge the X-Men are leaving and not to try and find them. She says she and Forge will meet again, though he may well wish they had not.

Rachel and Amara are visiting the Statute of Liberty. As Rachel gazes out over the city, she remembers her time as a Hound in the future, tasked with hunting down fellow mutants. Nearby, the X-Men have gathered on a cruise ship bound for Africa to say goodbye to Storm. At the South Street Seaport, Jamie Rodriguez chases off two dock workers trying to steal the necklace he found. The necklace tells Jamie that in exchange for his soul, it will grant him the world, but he resists the temptation and decides to destroy the necklace. Meanwhile, after some shopping, Rachel and Amara visit a recreation of the Roman baths at the Metropolitan Museum of Art. Suddenly, Rachel senses the presence of Selene, and rushes out into the street to see a limo pulling away. Rachel realizes Amara knows Selene as well, and Amara tells her that Selene killed her mother. The two women follow the limo to the Hellfire Club and sneak inside, dressing themselves as staff to blend in better.

Kulan Gath has transformed New York City into a medieval world of magic under his control. In Washington, DC, Val Cooper briefs the NSA on the situation, revealing that anyone or anything who crosses the mystical barrier around the city is transformed into their historical equivalent. As a result, any hope to prevent the spread of Gath's spell and save the world may reside with the handful of transformed superheroes that have been spotted inside the city. In New York, Storm awakens a prisoner of Kulan Gath's Morlock guards. Attempting to escape, she fights with Callisto, the captain of the guard. The pair end up in the river, where the current takes them through the magical threshold, returning them to normal. Meanwhile, Kulan Gath taunts the imprisoned and mutilated Dr. Strange as he magically fuses Professor X and Caliban into one being, who summons the New Mutants.

Wolverine is in Canada, helping his old friend Heather Hudson cope with the death of her husband, James, leader of Alpha Flight. They discuss Wolverine's past defection to the X-Men and how that affected James, as well as James' efforts to retrieve Wolverine for the Canadian government. Heather then tells Wolverine about James' death, and Wolverine tries to convince her she isn't responsible. He says that sometimes dreamers die, but their dreams live on. Together with Alpha Flight member Puck, Wolverine convinces Heather that she can keep James' dream alive by leading Alpha Flight.

Issue #1: In Latveria, Dr. Doom receives word that a boy claiming Doom is his father has reached adulthood and is living in Californa. Doom decides to keep an eye on him. At that moment, Beast arrives in Hollywood, on vacation, while Dazzler mourns the loss of her singing career following her outing as a mutant. She is approached by Alexander Flynn, who wants her to perform in an experimental underground theater for his boss, Hugo Longride. Eager to be back in the spotlight, she agrees. Beast runs into her at a party, and is turned off by the new company she's keeping. However, when her power suddenly goes out of control and she runs off, Beast tracks her down to the Heartbreak Hotel and promises to take care of her. Issue #2: As Beast tends to Dazzler, the pair grow closer and fall in love amongst the other mutants living at Heartbreak Hotel. Flynn finds Dazzler and offers to help her get her power under control if she honors her contract and performs in his theater. She agrees, over Beast's objections. He nevertheless attends her first performance, but is horrified to discover the theater is actually an arena in which mutants fight one another for sport. Flynn claims the whole thing is staged, despite the death of a mutant in the arena, but Beast doesn't buy it, and urges Dazzler to leave. But feeling a kinship with the other misfit mutant performers, she decides to stay.

On Muir Island, Tom Corsi marvels at the strength of his new body as Sharon Friedlander looks on. Suddenly, they see the astral projection of a young Arabian man. He screams, then vanishes, just as an alarm sounds. They rush to David Haller's room and discover him crying for help in the midst of a telekinetic storm. As Tom and Sharon duck for cover, David's hands burst into flames and he starts to laugh with the voice of a girl. Then the room explodes. The next morning, Professor X and several of the New Mutants arrive on Muir Island, responding to a call from Moira for help. She shows Xavier Tom and Sharon, whose bodies are unharmed but whose minds are seemingly gone. A surprised Xavier is then reunited with Gaby Haller, his former lover, and the mother of David. Meanwhile, at the Massachusetts Academy, the White Queen admonishes Empath for his recent actions, and after he attempts to take control of her with his power, she telepathically blocks his access to it as punishment. Back in Scotland, the New Mutants explore the town of Ullapool as Xavier attempts to telepathically help David.

Professor X, Gabby Haller and the New Mutants examine the unconscious forms of Rahne and Moira, marveling that despite the destruction to Moira's lab caused by the explosion, their bodies are unharmed. However, just like Tom and Sharon, Xavier determines that their minds are gone, and suspects David Haller is behind the attacks. With Rahne still in her wolf form, Dani reasons she may be able to contact her through their psychic link via the Astral Plane. Xavier and Dani enter the Astra Plane, where they're attacked just as Gabby Haller and Doug are pulled onto the Astral Plane as well, leaving a despondent Warlock behind. Determined to end the threat, Xavier begins attacking the psychic walls around David's mind. In the process, he discovers that David is his son, a revelation that distracts him enough that the others are get sucked into David's mind. Coming face to face with the three dominant personalities which control David's powers, Xavier plunges into the boy's mind after his companions. He finds himself in a war-torn representation of Paris, dominated by a massive black dome in the distance.

Kulan Gath tortures the captive Spider-Man, telling him the blood of innocents will provide the power to spread his spell over the entire planet. He then sends the New Mutants and Morlocks out in search of the rebels. The rebels arrive at what was once the New York Public library, seeking weapons and knowledge to use against Kulan Gath. Just then, they're attacked by Gath's soldiers. Rogue is killed, while Storm is rescued by Warlock. As the remaining rebels head towards Kulan Gath's temple via the Morlock tunnels, Warlock attempts to help Storm remember the real world. That evening, the rebels sneak into Gath's temple, but are discovered. They fight their way into Gath's throne room, both sides taking heavy losses. Watching the melee, Spider-Man summons the strength to break free, intent of stopping Gath once and for all, but is quickly killed by the wizard. Above, Storm and Warlock arrive at the temple, and Warlock is able to make Storm understand that Gath's amulet is the source of his power. Warlock becomes a pair of wings, and together they swoop down, snatching the amulet away.

In the woods near the mansion, Nightcrawler, Rogue and Colossus play a game of hide-and-seek as an improvised Danger Room session. Suddenly, the night lights up as bright as day as something falls from the sky, crashing into an abandoned house nearby. Meanwhile, Storm, Professor X, Rachel and Illyana wait at the airport for Kitty and Wolverine to return from Japan. As Storm and Professor X discuss a course Xavier is teaching at Columbia University, Rachel's mind wanders. She recalls the moments just before she went back in time, as she and an older Kate Pryde attacked the government's Project: Nimrod facility. Under fire, Kate triggered a post-hypnotic command which sent Rachel back in time. She snaps out of her reverie just as Kitty and Wolverine arrive, and Rachel is surprised to discover that Kitty remembers her from when Kitty's consciousness was in her elder counterpart's body.

Issue #1: Scott and Madelyne are flying a group of scientists to the Arctic Circle when their plane is struck down near Ungava Bay by a mysterious force. In New York, Rachel experiences a psi-flash of their crash. Using the Danger Room, the X-Men are able to recreate the moments leading up to their crash, and are led to believe Shama of Alpha Flight may be behind the crash. Later, in Calgary, Shaman and several of his teammates are suddenly attacked by an enraged Rachel. A fight breaks out, which Xavier quickly quells, admonishing Rachel for her rash action. Learning that Snowbird was struck down at the same time as Cyclops, the two teams decide to investigate the incident together. Meanwhile, Asgardian god Loki convenes with We Who Sit Above in Shadow, urging them to pass judgment on his attempt to curry their favor through a selfless act. As the X-Men and Alpha Flight near Ungava Bay, they discover a massive citadel in the midst of an oasis, from which Cyclops emerges.

The X-Men and New Mutants are telling stories around a campfire. As the hour grows late, Illyana, hoping to cheer up Kitty, offers one last story: when the starship Chicago is attacked by the evil White Queen, young Kitty is captured. Using her nascent phasing power, she escapes. Just then, the White Queen's ship is boarded by a group of pirates led by Lockheed. The White Queen kills Kitty's parents, but Lockheed, Wolverine and Nightcrawler rescue the girl, and offer her a place on their ship. Years pass, and Kitty grows up a member of Lockheed's crew. One day, they are invited to help celebrate the jubilee of Charles Xavier. Landing at the imperial palace, they meet Xavier and Lilandra, rulers of the Shi'ar Empire, and Kitty notices a cute imperial guardsmen named Peter Rasputin. As the party begins, Lockheed receives a strange summons. Wolverine follows him, and watches as a group of dragons ambushes and disappears with Lockheed. Just then, the White Queen appears and captures Wolverine. She sends Kitty a message, making her believe she's killed Lockheed, and telling her to turn herself over to the White Queen or she'll destroy Wolverine.

The X-Men are in space, helping Peter Corbeau conduct repairs on the Starcore space station. Suddenly, a cosmic whirlpool appears, drawing the X-Men into its maw. Meanwhile, on the planet Etheria, She-Ra and her allies in the Great Rebellion are engaged in battle with a contingent of Hordak's forces led by Catra when the X-Men suddenly materialize in their midst. Joining the fight, the X-Men are able to help She-Ra repulse the attack. She offers them a place at their hidden camp within the Whispering Woods. Once there, She-Ra explains their situation: Hordak, the cruel ruler of the planet, has created a dimensional gate with which he intends to extend his influence out over all of reality. Xavier, surmising that it was Hordak's device which unintentionally brought the X-Men to Etheria, pledges the assistance of the X-Men, even if it means stranding the X-Men on Etheria. Combining his power with Castaspella, Xavier is able to discern the location of the gate within a mountain cavern. As Storm and She-Ra devise a plan of attack, the rest of the X-Men bond with the other members of the Great Rebellion.

Within David Haller's mind, Professor X and Jack Wayne climb a mountain, hoping to reach the Arab who is trying to take control of David's mind. Suddenly, they are joined by the rest of Xavier's companions, though that group is unaware of how they found Xavier so easily. As they climb the mountain, they are attacked, first by fighter jets and then a massive storm. Meanwhile, in the Bermuda Triangle, Lee and Magneto discuss their growing relationship, with Lee admitting she's afraid of Magneto. He asks Lee for help in becoming a better person, but she refuses. Back in David's mind, Xavier and Dani combine their powers to attack the Arab, whom they learn is named Jemail. In doing so, they realize the obstacles in their path are illusory. Piercing the dome thanks to this realization, they discover crystals representing David's memories and personality, many of which have been damaged. Jack claims it to be the work of Jemail, attempting to destroy David's consciousness so he can take over, but Professor X realizes someone has been trying to repair the crystals, something that could only be done by a telepath like Jemail. As Jemail attacks the group once more, Gabby is forced to relive the terrorist attack that shattered David's psyche. She viciously attacks Jemail and overpowers him. Just then, Xavier is felled by a tremendous psychic force, leaving Jack face to face with Jemail.

Sam and Illyana race through the Westchester County airport after a kidnapped Roberto and Amara. They catch up to the van containing their friends on the tarmac, only to realize they've been placed on a departing plane. Sam attempts to catch up to the plane, but is unsuccessful. Illyana teleports Sam to Limbo, where they interrogate the driver of the van. They learn that their friends have been captured by a group known as the Gladiators, operating out of Los Angeles. Illyana teleports them to LA, but also accidentally shifts them in time, leading them to arrive a week after they left. They head for Lila Cheney's house, where Sam explains the situation and they learn that one of Lila's recently-hired sessions singers is Dazzler, who has a past history with the Gladiators. Elsewhere, a captive Roberto is taken before Alexander Flynn, the apparent leader of the Gladiators. He and Amara are told they will fight to the death for sport in the arena, or else a group of runaway children the Gladiators have captured will be killed.

Sam, Kitty, Rachel and Dazzler find themselves in Limbo, where Illyana had teleported them in the wake of their encounter with the Beyonder. As a result of that encounter, Illyana's Darkchilde side has been released, causing Limbo to go as mad as its mistress. Wresting her Soul Sword from her, Kitty uses the weapon to restore Illyana to normal. Still seeking to free the captured Roberto and Amara from the Gladiators, Illyana returns the group to Los Angeles, where they once again track down the Gladiators. Dazzler offers to infiltrate the group, and though everyone else decides against it for fear she won't be able to resist the lure of fame, she goes anyway. Welcomed back by her old friends, Dazzler is forced to take an inhibition-lowering drug to prove her loyalty. Later, Kitty, posing as a technician, gets a job working for the Gladiators. As Dazzler revels once more in being a star, she tries to win the trust of Roberto and Amara. Following a practice session, Kitty triggers a blackout and seeks out Roberto.

In the arena, Roberto and Amara face off against a gigantic robot containing Kitty Pryde, much to the delight of the Gladiator's mysterious telepathic leader. As a possessed Dazzler uses her power to amp up the crowd, Kitty manages to free herself of her possession, and phases out of the robot. Dazzler is then forced to fight Roberto, Amara and Kitty. Just then, Sam, Illyana and Rachel arrive and join the fight. Illyana teleports Dazzler into Limbo, which frees her of her possession, but leaves the rest of the Gladiators believing Illyana killed their friend. They rush into the arena and attack the New Mutants. Illyana recalls Dazzler from Limbo and when the police arrive, Dazzler urges her friends to break up the Gladiators once and for all.

Issue #1: Nightcrawler tells Kitty of a past adventure in which he journeyed to another dimension, meeting Sevh the Oracle and encountering the Well at the Center of Time. Intrigued, Kitty attempts to recreate the well in the Danger Room, but somehow manages to create the real thing. She's horrified when Nightcrawler and Lockheed are dragged into the well. They find themselves transported to a strange world, and are made members of a pirate crew. Minutes pass as Kitty and Illyana scramble to find Nightcrawler, but weeks pass for him. However, he refuses to participate in the pirates' attack on another ship, instead disabling their ship and leaving with their target. Taken to the nearest port, Nightcrawler attempts to help a young women in trouble, but it knocked unconscious by one of the pirates. Awakening back aboard their ship, he discovers he's been sold to the sorcerer Shagreen.

As Power Pack heads back into the sewers to retrieve their schoolbooks, left behind rescuing a kitten, they're attacked and captured by a group of Morlocks. Elsewhere in the tunnels, Nightcrawler and Kitty Pryde are meeting with Callisto. As they leave, they catch sight of the captured children and investigate. Power Pack, their powers suppressed by the power-dampening Morlock Leech, is told they were kidnapped to replace Annalee's recently murdered children. They manage to escape their bonds and trick Leech into leaving the room, enabling them to use their powers. Together with Nightcrawler and Kitty, they overpower the Morlocks. Power Pack explains to Annalee why she can't just steal other people's children, then leaves their kitten with Leech. The X-Men accompany them home, but later that night, Annalee tracks them down and vows to make them her children forever.

On Muir Island, Banshee is attacked and captured by John Proudstar's brother, James, who has taken up his brother's mantle as Thunderbird. Meanwhile, Professor X awakens in the Morlock tunnels, taken there by a Morlock who found him after he was left for dead by the group of students who attacked him. His life saved by the Healer, Callisto warns him he must allow his body time to heal, then takes him back to the mansion. In the Rocky Mountains, Thunderbird visits the site of his brother's death, declaring his intent to extract revenge on Xavier. Despite having stated his desire to carry out this attack alone, he's joined by three of his Hellion teammates: Empath, Roulette and an enthralled Firestar, who merely want to cause trouble. Meanwhile, Storm's ship nears Africa. In New York, the X-Men are contacted by Thunderbird, who tells them he's taken Banshee to the NORAD facility within Cheyenne Mountain, and will kill him in 24 hours unless the X-Men intervene. Though doing so will invariably brand them as outlaws in the eye of the government, they agree they cannot abandon Banshee.

A bemused Juggernaut walks the streets of New York as the town reacts to news of his return. Upstate, the X-Men, still recovering from their confrontation with Thunderbird and the Hellions, are awoken to reports of the Juggernaut being seen in New York. Though Nightcrawler is reluctant to send the weary X-Men into a confrontation with the villain, he agrees they're best suited for the job. Meanwhile, at a bush station in Kenya, Storm encounters a hunter assaulting a waitress. She intervenes, fighting off both the hunter and his sister. In New York, Rachel and Kitty keep watch as Juggernaut conducts some legitimate business in a bank. Suddenly, Nimrod, having located Juggernaut, attacks the villain, as well as Kitty and Rachel, whom he identities as members of the outlaw X-Men. Nimrod blasts Juggernaut across town, where he lands at a construction site, dazed.

Awoken by a thunderstorm, the Power children realize their parents don't know who they are, and discover that all traces of their existence have been removed from their home. Remembering they recently met a Morlock who could alter peoples memories, they change into their costumes and head into the sewers. However, a group of Morlocks is waiting for them, and all but Katie are captured. However, Masque manages to disfigure her face before she gets away. Fleeing through the subways, Katie is found by a police officer and taken to the hospital. The next morning, Kitty overhears a news report about Katie, and recognizing Masque's work, realizes the Morlocks have broken their word not to attack surface dwellers. She brings Rogue, Rachel and Wolverine to the hospital where they rescue Katie and learn what happened to her siblings.

Professor Xavier is conducting a lecture at Columbia University when he telepathically picks up on a stray thought regarding a planned murder. Due to the limitations on his power as a result of his recent injuries, he's unable to probe deeper and identify the culprit, but resolves to bring in the X-Men to help prevent the crime from being carried out. Meanwhile, in Kenya, Storm is shot and left for dead by the hunters she had earlier fought at the bush station. Back in New York, the X-Men gather at Columbia and are briefed on the situation by Professor X. They are joined by Magneto, something which, despite their previous alliance against the Beyonder, leaves many of them feeling uneasy. Rachel is distracted by a familiar presence, and realizes the Beyonder is at the school, but he disappears before Rachel can confront him. Elsewhere, Nightcrawler meets with Father Bowen and discusses with the crisis of faith the existence and power of the Beyonder have triggered in him. That evening, a group of students sneak into an office at Columbia and set a bomb.

Issue #1: On another world, an amnesiac man flees for his life, hunted by several monstrous pursuers. By luck, he stumbles across a dimensional portal and enters it, his pursers following. He arrives in New York City and befriends a survivalist named Elliot. Together, they track down a missing woman's baby and learn the child has been kidnapped by the stranger's foes, who intend to sacrifice the baby to return home. The stranger saves the baby, assisted by an odd creature he names Pup, who is actually one of his pursers. Elliot christens the stranger Longshot, and Longshot departs with Pup, uncertain whether he can trust him. Issue #2: Longshot and Pup inadvertently disrupt a movie shoot, after which Pup leaves Longshot. Impressed by his moves, the director of the film offers Longshot a job as a stuntman. In the ensuing days he grows close to fellow stuntwoman Ricochet Rita, but Rita is scared off when she realizes Longshot is from another world. Recalling vague memories of being both a star and a slave on his world, Longshot is attacked by more enemies from his home. Later, Longshot is seriously injured during a stunt. Fearing he'll be blamed for the accident, the director dumps Longshot's body in a river.

In California, Roberto recalls the events which led to Karma's seeming death, blaming himself and his failure to save her for her current condition. Sam arrives, and together they join the rest of the New Mutants aboard a plane. En route to their destination, Doug briefs them on the extent of Karma's criminal activities, gleaned from various computer searches. Arriving in the Pacific island nation of Madripoor, Amara creates a distraction that allows the New Mutants to sneak through customs. They track Karma to a mountaintop villa, and that evening storm her stronghold, leaving behind Doug and Warlock as backup. Karma quickly ensnares most of the team, but Illyana manages to resist long enough to teleport away with Dani. Returning shortly thereafter with a cadre of demons in tow, they find the villa deserted, Karma and their teammates gone.

At her nightclub in Cairo, Karma and the possessed New Mutants toy with the patrons until they're interrupted by the sudden arrival of Storm. Karma recognizes Storm, and Storm tells her she knows who she really is, and declares her intent to put an end to her once and for all. The New Mutants attack Storm, but Illyana and Dani join the fray. Using her psychic link with Rahne, Dani is able to free her teammate. Summoning an image of Karma's greatest fear to buy time, the unpossessed New Mutants flee with Warlock's assistance. They arrive at Storm's old neighborhood and attempt to plan their next move as Rahne comes to terms with her actions while possessed by Karma. Suddenly, Karma's thralls attack, and the New Mutants are forced to fight one another.

In Limbo, Warlock attacks Illyana, believing that she's joined Karma. Illyana defends herself as she tries to explain to Warlock that she has a plan to save their teammates, but is ultimately forced to lower her defenses, telling Warlock that if he truly believes she's evil, he can kill her. Warlock is unable to do so, and finally accepts that Illyana isn't a traitor. Illyana calls up a scrying pool and looks in on Karma's nightclub. She and Warlock watch as Karma torments Storm. Inspired by some cryptic remarks Karma makes about her past with Xavier, Illyana and Warlock teleport twenty years into the past, where they observe Professor Xavier's encounter with the evil and powerful telepath Amahl Farouk. Illyana deduces that Farouk may have survived that encounter, and has now taken control of Karma, which accounts for her evil actions and increased telepathic abilities. After hatching a plan, Illyana seemingly returns to Farouk and takes him up on his offer of partnership.

After casually destroying a train, the Beyonder is confronted by one of the passengers, a young woman named Tabitha, whom everyone calls Boom-Boom. Since the Beyonder destroyed her train, she decides to tag along with him as she heads for a school in Westchester. Later, the Beyonder makes a campsite for them, and Boom-Boom tells him about her past and her mutant power, while the Beyonder tells her about his recently ended romantic relationship with Dazzler, and the emptiness he's been feeling since she rejected him. When they arrive at the school, which the Beyonder knows to be Xavier's school, he's attacked by the X-Men and the New Mutants. Bored, he drives away, leaving Boom-Boom behind, who angrily runs off into the woods. She threatens to kill herself, which convinces the Beyonder to rejoin her, and together, they fly off into space.

Colossus awakens from a dream in which he's unable to stop the women he loves from transforming into monsters to find himself, along with Kitty, in a strange place. Suddenly, Arcade enters the room, welcoming the X-Men to Murderworld. Meanwhile, in Alaska, Cyclops, having been contacted by Moira and asked to return to the mansion, packs for his trip and says goodbye to Madelyne. In Murderworld, Arcade explains to Colossus and Kitty that Dr. Doom is trying to kill him as payback for their previous failed partnership, and that if they don't help him, his associate Miss Locke will go after their families. Though Kitty and Colossus are suspicious of Arcade, they agree to play along simply to find out what's really going on.

In East Africa, a wounded and delirious Storm is caught in a sandstorm. Finding shelter in a cave, she hallucinates being joined by her fellow X-Men, who force her to choose between life and death. She chooses life, and when the storm clears, emerges to discover a bus crash caused by the storm. The only survivor is a very pregnant young woman named Shani, who is returning to her village after leaving to experience the city. She and Storm travel there together, and as they near the village, Storm is struck by the broken down farming equipment and once-fertile land that has been rendered dry and arid. When they arrive, Storm's wounds are tended to by the village elder, Mjnari, who remembers Storm from her previous time in Africa. Days later, Shani goes into labor, and lacking access to a hospital, asks Storm for help. Despite her lack of training, Storm is able to hep Shani with the difficult delivery, but the child isn't breathing when he emerges.

After working out in the Danger Room, a visiting Cyclops meets with Moira and Wolverine, and learns that Professor Xavier is dying. In Washington DC, Val Cooper arrives home to find Mystique waiting for her. In light of rising anti-mutant sentiment, she gives Val a proposal: so as to avoid ending up in jail, or worse, the Brotherhood of Evil Mutants will work for the government as Freedom Force. Tempted by the offer, Val agrees, on the condition that the Brotherhood successfully completes a trial mission: the capture of the Brotherhood's founder, Magneto. In upstate New York, Rachel visits the home of her grandparents. Remembering the heroic actions of her mother, both in this timeline and her own, Rachel claims the mantle and power of Phoenix for herself, determined, in the event of Xavier's death, to defend mutants from both the forces of hatred and the Beyonder, and to make amends for all the bad things both she and her mother have done.

Issue #33: Heather Hudson, having adopted her deceased husband's battle suit to lead Alpha Flight, flies from Canada to New York, hoping to convince Wolverine to help train her to be a more effective fighter. When she locates the mansion, the X-Men initially perceive her presence as a threat, and Magneto attacks her before Wolverine informs everyone that she is a friend. Together, she and Wolverine go off into the woods around the mansion, where they discuss their past together and Heather asks Wolverine for help, which he agrees to give. Just then, they're confronted by a group of ninjas led by a woman named Lady Deathstrike, who declares that Wolverine's power was stolen from her, and she intends to take it back.

The New Mutants return to the X-Mansion to discover that Professor Xavier will not be returning to the school, and that he's asked Magneto to take his place. The kids are generally distrustful of him, some, such as Bobby, moreso than others, but Magneto simply asks for time to prove himself, then sends them to the Danger Room so he can see them in action for himself. As the students dress for their training session, they discuss their feelings about Magneto. During the session, Magneto proves that there is much he can teach them, but they remain wary of trusting him. That evening, the team has dinner at Harry's Hideaway and go over the days' events. When Sharon Friedlander arrives to drive them home, Dani, troubled by her new role as a Valkyrie, decides to walk home. En route, she's attacked by a group of college guys who had seen her leave Harry's alone. She's saved by Brightwind, who sensed her distress through their rapport, and the pair fly back to the mansion.

In the Danger Room, Magneto tests the limits of Sunspot's strength. Despite protestations from Tom and Sharon, he pushes Sunspot to the upper limits of his abilities. Angry, Sunspot storms off, declaring that he learned to handle his strength long ago and that he has no desire to be one of the X-Men. In New York, Kitty studies Norse mythology at the library while she waits to meet Illyana. Aboard a subway bound the city, Illyana encounters the Beyonder. Hoping to bring her joy, he removes the dark aspect of her being and sends her off to spread his message. At the library, Kitty suddenly manifests Illyana's armor and Soulsword, and shortly thereafter, uses them to fight off a group of demons. Back at the school, the New Mutants are enjoying the pool when an eerily serene Illyana appears.

Loki, plotting both revenge against the X-Men and to seize power within Asgard, decides to transform Storm into a new god of thunder. He tasks the Enchantress with abducting Storm and her companions, assuming they will be the X-Men. However, Storm's current companions are the New Mutants, who are enjoying a vacation on the island of Kirinos when the Enchantress teleports them to Asgard. As Loki begins to transform Storm, the Enchantress attempts to kill the New Mutants, believing them to be the X-Men. Illyana tries to telelport her friends to safety, but the Enchantress' magical wards cause Illyana to remain behind while the rest of the New Mutants are scattered across time and space. Each finds themselves in a different part of Asgard: Karma stranded in a vast desert, Doug in a mead hall, Rahne in a forest, where she helps a werewolf like herself escape a pack of giants, Warlock in Hel, Roberto in a tavern, where he becomes a local hero, Amara amongst a group of Dark Elves who transform her into a fairy, Sam in a cavern beset by trolls, in which he saves a Dwarf princess, and Dani on a grass plain, where she frees a captive winged horse and fights off a group of hunters, after which she is asked to join a group of warrior women riding similar steeds.

In New York City, a group of demons, released from Limbo after the Beyonder removed Illyana's powers, gather ingredients to cast a spell to bring Manhattan to Limbo. Power Pack, visiting their dying mother in the hospital, encounter the demons as they attempt to kidnap a group of babies. Fighting them off and rescuing the infants, Power Pack discovers Kitty Pryde's library card amongst the items the demons dropped. At the X-Mansion, Dani gets a call from Power Pack, checking that Kitty is okay. Believing the demons to be the New Mutants' responsibility, Dani, Sam and Rahne head into the city to help. Before they arrive, the demons return and capture Katie, the youngest Katie, to use in their ritual.

In Paris, Magneto stands trial at the Palais de Justice, defended by Gabrielle Haller and Professor Xavier. Watching a news report that recounts Magneto's past and the conditions of the trial, the two hunters who shot Storm in Africa decide the time is perfect to repay their oldest debt. That evening, the X-Men and New Mutants suddenly materialize in Paris, sent to Xavier's side by Loki. A few days later, terrorist attacks are carried out all over the world, declaring that Magneto must be set free and framing the X-Men. Professor X meets with Cyclops, telling him the X-Men must clear their name, and though he tries to conceal the extent, Cyclops is more worried about Xavier's declining health. As Magneto's trial begins, the X-Men investigate the attacks, and though they stop an attack on a children's hospital in Paris, they nevertheless are blamed. At the X-Mansion, Madelyne is visited by Corsair and Lilandra, who has sensed Xavier's pain through their rapport and hopes to save his life using the Starjammers' medical equipment. After directing them to Paris, Madelyne goes into labor. In Paris, Rachel is able to telepathically locate the terrorists, and the X-Men are able to intervene in their latest attack.

The X-Men return to the mansion from France and marvel over Cyclops and Madelyne's new baby. Outside the room, Storm and Madelyne discuss the growing distance between Madelyne and Cyclops, while Cyclops worries whether the X-Men can trust Magneto. Meanwhile, aboard the Starjammer, a recovered Xavier is told that with the ship damaged and hunted by the Shi'ar, it will be a long time, if ever, before the Starjammers can return him home. Back on Earth, the X-Men play a game of baseball while Scott and Maddy argue about their future. Scott insists that, with Xavier gone, Magneto at the school and Storm powerless, the X-Men need him now more than ever, while Maddy says he has a responsibility to his own family. Just then, Storm interrupts, and proposes a duel between her and Cyclops, one-on-one in the Danger Room, with the winner declared the leader of the team.

Late at night, the X-Men are awoken by Kitty screaming. Reading her mind, Rachel realizes she is receiving a psychic message from Illyana, depicting Storm and the New Mutants in Asgard, in danger. Using Arkon's thunderbolts, the X-Men promptly depart for Asgard. In Asgard, Amara struggles to hang onto her humanity as she and Sam help Eitri forge a new hammer for Storm. They plan to rescue Storm when delivering the weapon to Loki. The X-Men arrive in Asgard and immediately help save the Wolf Prince from a group of trolls. Meanwhile, the New Mutants are working out of the Enchantress' fortress as Warlock scouts the city. He is attacked by Loki and sent crashing to the ground, prompting Dani, Doug and Roberto to rush to his aid. Back in the forest, the Wolf Prince corroborates Kitty's vision, and Cyclops divides the team, sending Wolverine, Shadowcat and Phoenix to scout the city while the rest remain with the prince until he's fit to travel.

One by one, each of the X-Men suffer a series of psychic hallucinations that turn their fears, hopes and desires against, leaving them feeling worn out and exhausted. Rachel is able to pinpoint the source of the attacks, and the shaken team travels to famine-stricken Africa. They stop their search for the entity attacking them in order to aid relief workers ministering to a village of starving and sick people. A few nights later, Rogue absorbs each of her teammates' powers and locates the temple which contains their foe: a psychic scavenger named Hungry. Rogue and Hungry battle, but when Rogue tries to absorb the creature, it takes over her body. As Rogue, Hungry attacks Storm, but gradually, the rest of the X-Men awaken, reclaiming their powers and weakening Hungry to the point where Rachel is able to drive it from Rogue's body, and the creature flees. In the wake of their confrontation, the X-Men accept that Hungry will always exist so long as humans suffer, but also that they, and all of humanity, must battle the despair it spreads with hope.

Avengers #263: Investigating a crash at JFK airport, the Avengers discover a large cocoon-like object at the bottom of Jamaica Bay. Though the cocoon initially rebuffs their efforts to approach it via some kind of psychic force, they are eventually able to retrieve it from the bay and bring it back to Avengers Mansion. Left alone, the surface of the cocoon becomes transparent for a moment, revealing a redheaded woman inside. Fantastic Four #286: Returning from space, the Fantastic Four are told about the cocoon retrieved by the Avengers. Reed Richards proceeds to conduct some tests on it, and when Invisible Woman uses her power to make the interior of the cocoon visible, they discover the woman inside. Reed attempts to open the pod, and when he bombards it with bio-radiant stimulation, it opens, revealing Jean Grey.

The New Mutants are watching an old Western as Dani talks with her mother on the phone. Suddenly, she sees an image of Death over each of her friends. Refusing to believe the omens, she runs from the mansion to the stables, and flies into the air aboard Brightwind. Concerned, Sam chases after her and convinces her to rejoin her friends, but she can't bring herself to tell him about her visions. In Manhattan, Roberto comes across a crane accident, and is able to lift it long enough for a trapped woman to get free. But when the crane slips from his grasp, only the timely arrival of She-Hulk prevents further disaster, much to Roberto's chagrin. Still unsure of where he belongs, he decides to visit his mother in Brazil. Back at the mansion, Sam and Dani land just as the Beyonder appears on the school grounds.

Magneto dreams of the New Mutants battling first Sentinels and then the Hellions, forced to watch and unable to help them. The dream ends with the New Mutants returning to graves on the mansion grounds. The next morning, Magneto discusses the dream with Sharon Friedlander: it occurs each night, and is shared amongst the New Mutants and himself. Just then, the students come down for breakfast, polite but sullen and depressed. That evening, Magneto broods over his inability to help his charges when he's visited by the White Queen, who offers to admit the New Mutants to her school and help them with her telepathy. Magneto flatly rejects her offer. The next morning, Magneto's frustration at his students' apathy towards their lessons frustrates him further.

At the Massachusetts Academy, the White Queen welcomes the New Mutants to the Hellions, then sends them to the locker rooms to get ready for their first training session. Empath accosts the girls in their locker room, but finds them immune to his power before Illyana scares him off, while Thunderbird and Jetstream welcome Sam and Doug to the school. A week later, back at the X-Mansion, Dani uses her power on herself and sees an image of her friends training in the Danger Room. At the Massachusetts Academy, the White Queen finishes her final psychic surgery, restoring the New Mutants to some semblance of normalcy. At the X-Mansion, Dani bids goodbye to a despondent Magneto as she leaves to return home. That night, Rahne violently wakes up from a nightmare, drawing the attention of her teammates, and it becomes clear that most of the other New Mutants are still suffering nightmares as well.

The Snow Valley sheriff contacts the Avengers, alerting them that Magneto intends to kidnap some students from Emma Frost's Massachusetts Academy. They agree to help the sheriff and stop Magneto. Meanwhile, at the Massachusetts Academy, Cannonball, Magma and Jetstream train together, but Cannonball is distracted and performs poorly. Jetstream confesses to the White Queen that all of the New Mutants are suffering from nightmares and not sleeping well, leaving her to worry that her psychic surgery may not have been entirely successful. As dawn breaks, Magneto and Warlock are heading for the Academy when they're attacked by the Avengers, whose initial volley severely injuries and weakens Warlock. A fight between Magneto and the Avengers breaks out, with the Avengers firmly believing Magneto to still be villainous while Magneto does his best to protect Warlock and not cause serious harm to the Avengers.

Entering Rachel's room, Rogue triggers a holographic recording from Rachel explaining that she's realized the Beyonder is a threat to everything that exists, and has left to kill him once and for all. Rogue awakens the rest of the X-Men, and Magneto is able to use Cerebro to track Rachel to San Fransisco. Rachel confronts the Beyonder on Alcatraz, but despite all her power, she is unable to faze him. The Beyonder takes her on a journey through her past, taking them into the future she hails from, showing her that her fear and rage come from her failure to save her friends in the future. He then gives her a measure of his power and offers her a choice: she may use it to destroy him, or to save her friends, whom he has transported to San Fransisco and beset by Sentinels from Rachel's future.

In San Fransisco, Rogue recalls the last time she was in the city, when she battled Ms. Marvel and effectively killed her, permanently stealing her powers and memories. Returning to the home of Jessica Drew, where the X-Men are staying, Rogue spies Kitty outside. She is wearing Illyana's armor and wielding her Soulsword, and though Kitty remembers her, Rogue remembers nothing about Illyana or the New Mutants. Kitty rails against the Beyonder for having killed the New Mutants, and wonders what chance the X-Men have against him, when Rachel appears. Still flush with the additional power granted her by the Beyonder, she tells Kitty and Rogue her plan to destroy the universe, and the Beyonder with it, in the hope that whatever comes next will be free of his taint. She asks her teammates for their life essences in order to sustain her power, and both pass theirs on willing. Rachel proceeds to take the life essence from the rest of the sleeping X-Men, but a wakened Storm argues with her intention and refuses to give up her life essence, so Rachel takes it by force.

At Amanda Sefton's New York apartment, Nightcrawler broods about his encounter the Beyonder and the fact that he was left behind when the other X-Men were taken to San Fransisco. He admits to Amanda that he was glad to be left behind, so as not to face the Beyonder again, and yearns for the X-Men's old life of simple adventure. Though Amanda tries to help him snap out of his funk, he angrily rebukes her, driving her away. Alone, he spies one of Arcade's garbage trucks capturing a new victim, and follows the truck to Murderworld. Sneaking inside, he stops to adjust the security sensors, rendering him invisible until Arcade physically sees him. Arcade's victim, a woman named Judith, awakens in Murderworld and does her best to survive its traps, but is eventually rescued from a robotic shark by Nightcrawler.

In her Body Shop, the sorceress Spiral completes her latest transformation: that of Lady Deathstrike. Along with the former Hellfire Club soldiers Cole, Macon and Reese, Deathstrike, now equipped with cybernetic enhancements and claws of her own, departs to hunt down Wolverine. Later, Katie Power is in New York City singing Christmas carols with her class. In the midst of a worsening snow storm, Cole suddenly emerges, firing wildly and separating Katie from her teacher. Moments later, she stumbles into a badly-injured, near-bestial Wolverine. Though frightened, Katie quickly realizes Wolverine needs help, and does her best to get him away from his foes. The time she buys him enables Wolverine to heal enough to regain his senses. He thanks her for her help, then asks her to do maybe the hardest and bravest thing she's ever done: trust him.

In Alaska, a retired Cyclops watches news of the Mutant Registration Act with concern, but Madelyne insists his family is his only concern now. In New Mexico, Beast and Iceman leave Angel's home, bound for new jobs. After they leave, Angel receives a call from Reed Richards, and rushes off to New York. In San Diego, a young naval sailor named Rusty and his chief leave their ship for shore leave. The chief introduces Rusty to a woman named Emma, and when she kisses Rusty, he suddenly bursts into flames, burning her. In New York, Reed takes Angel to Avengers Mansion, telling him Jean Grey is alive. In San Diego, Rusty is arrested by the navy, while Angel contemplates calling Cyclops about Jean. The next morning he does, and when Cyclops rushes off, Madelyne tells him that if he leaves now, not to bother coming back.

Jean wakes from a nightmare, once again dreaming of her encounter with Phoenix, and broods on how alone and out of place she feels. Elsewhere in the X-Factor complex, Warren urges Scott to call his wife, but when Scott snaps at him, he leaves to go over some business with Cameron Hodge. In New York City, Hank and Bobby put a hold on their apartment hunting to meet an old friend of Hank's, Vera, and are shocked by her new look. Back at the X-Factor complex, Scott and Jean lead Rusty in his first training session, but he runs off after making a mistake. In New York, Hank and Bobby are attacked by Tower, who's been hired to capture Hank. Tower manages to knock him out, then delivers Hank to his employer. Meanwhile, Scott decides to call Maddy, but discovers the number has been disconnected. Just then he is summoned by Warren to join the rest of the team to respond to Hank's kidnapping.

Carl Maddicks is able to pull Beast out of cardiac arrest, then begins preparing him for phase two. First, he has his son Arthur use his power to check in on Tower, and learns that X-Factor has overpowered him. He instructs his son to lock out Tower's mind, and just as X-Factor is about to cut a deal with Tower to learn Beast's location, Arthur takes control and Tower's mind goes blank. As Maddicks works on Beast, the captive mutant screams in pain, breaking Arthur's concentration and allowing Tower to tell X-Factor about Maddicks and point them toward Ryan Bio-Chemical, the facility where Beast is being held. That night, X-Factor storms Ryan Bio-Chemical, splitting into pairs. Angel and Cyclops are met on the roof by high tech security guards, while Iceman and Marvel Girl trigger alarms on the ground floor.

X-Factor, in their costumed guises, confront Tower at LaGuardia Airport, having noticed him watching the X-Factor building. He ultimately escapes and meets up with Frenzy, who admonishes him for failing to liberate the boy from X-Factor and tells him their master has sent her to finish the job. Back at X-Factor headquarters, Rusty is training with Jean, but gets distracted when Scott and Artie enter the room. After being admonished by Jean, and angry about being forced to live with the odd-looking Artie, he rushes off. Later, X-Factor investigates a potential mutant at a boarding school, but it turns out the boy in question was just faking being a mutant. However, the abject terror he expresses at the idea of being taken away by X-Factor leaves Jean wondering if their mutant hunter ruse is doing more harm than good.

Dani flies Brightwind home to visit her parents at their ranch in Colorado, filled with doubts about herself and her place with the New Mutants. The next morning, she heads to the mall, where she encounters Pat Roberts, a local boy and old friend who proceeds to harass Dani. When Dani sees an image of Death appear above Pat, she rushes off. As Pat and his friends leave, Dani watches astride Brightwind, hoping to prevent his impending death, but the onset of a blizzard forces her home. The next morning, with her parents stranded at another ranch, she finishes the household chores, telling Brightwind about how, before she joined the New Mutants, she and Pat were best friends, until the day her power manifested and she created images of his greatest fear and desire in front of his whole family. Ever since, he's hated her. Just then, she picks up a distress call from Pat on the CB radio. She flies into the storm atop Brightwind and finds his crashed truck, with a wounded Pat inside.

Returning home to visit his family, Sam gets a cold reception from his brother Joshua. Torn between his responsibities to the New Mutants and his family, Sam decides to return home for good, to help around the farm and guide Josh. He visits Lila, putting on a concert in nearby Charlotte, along with Dazzler, who is still in disguise as part of her band. Sam and Lila discuss Lila's impending visit to meet Sam's family. She shows him a present she plans to give his mother, but Sam is outraged that Lila would give his mother something she'd stolen. Lila is appalled Sam would think that of her, and Sam blasts off, their relationship effectively over. The next day, he confronts Josh, who expresses both jealousy at Sam for getting to leave home and resentment that he shirked his responsibilities to the family. Later, Sam talks with his mother, who tells him things are well in hand at home and urges him not to leave Xavier's school.

Following a vacation with his mother, Roberto returns to the school, and is warmly welcomed back by his friends. However, upon learning about what Empath did to Tom Corsi and Sharon Friedlander, he is outraged that neither Magneto nor the New Mutants have done anything to get him back. That night, he gathers the team in the boathouse and urges them to strike back at Empath. Illyana is up for it, while the rest defer to Sam and Dani who, despite some doubts, ultimately agree. The next evening, Empath goes to bed, but wakes up in Limbo, where Illyana threatens to hand him over to S'ym before slashing him with her Soulsword.

In San Fransisco, Storm stops a mugging, to much appreciation from both the victims and the arriving police, including Lt. Bree Morrell. Storm returns to Jessica Drew, the former Spider-Woman's, house as Kitty leaves on a date with Jessica's friend David Ishima. Meanwhile, on a flight bound for Los Angeles, Amanda Sefton questions the state of her relationship with Nightcrawler in light of their recent fight. Back in San Fransisco, Kitty returns from her date just as Freedom Force attacks the X-Men. The X-Men do their best against their old foes, but splitting their focus to help the bystanders caught in the middle of the melee causes them to be overwhelmed, especially after Rogue tries to absorb Spiral's powers but instead finds herself taken over by Spiral.

The X-Men are staying in the Morlock Tunnels as Wolverine recovers from his recent wounds. Rachel is plagued by dreams in which she's stalked and killed by Wolverine, as she's psychically pulling his mind into hers, forcing him to share the dreams with her. Finding little sympathy amongst the X-Men, who are in some cases still resentful of Rachel having taken their life essences to battle the Beyonder, she leaves the tunnels to wanders the streets of New York. Wondering if it wouldn't have been better for her to die in the future along with her teammates, she falls asleep on the subway. After being awoken by a kindly police officer, she is reminded of the kindness she received from a stranger her first night after arriving in the present, a man who was killed by Selene. Determined to do something good, she sets off to finish Selene once and for all.

In the Morlock Tunnels, the X-Men lambast Wolverine for trying to kill Rachel, despite his insistence that it was a necessary act, then set out alongside Callisto and some Morlocks to track down Rachel, unsure if she's even still alive. Meanwhile, in Central Park, a weakened Selene kills a mugger and his victim to rejuvenate herself, then entreats the Lords Cardinal of the Hellfire Club to seek out Rachel. Though Selene deigns to kill her, Sebastian Shaw insists she's captured alive, so that the Hellfire Club may use her to their ends. Elsewhere, Nimrod detects Rachel's weakened state, and determines this is the best time to eliminate her.

In Southern California, a mutant named Mike Nowlan escapes from a seaside chateau, pursued by a group of mutants, including Frenzy and Tower, called the Alliance of Evil. He escapes in a waiting car, but Tower knows where he's heading. Stopping at a motel, Nowlan contacts his ex-wife, Suzy, hoping she can get him some drugs, as being stoned makes his power useless, which would in turn render him useless to the Alliance. But Suzy insists she's gotten clean and refuses to help him, Hanging up, she sees an ad for X-Factor, and decides to call them about Nowlan. In New York, Cameron Hodge tells X-Factor about Nowlan, and they agree to head to San Diego. At that moment, Suzy is packing her bags, prepared to skip town for fear Nowlan will find her, when she's attacked by the Alliance. X-Factor arrives in San Diego and tracks Nowlan to his hotel, but he freaks out at the sight of X-Factor, instinctively using his power and amplifying their abilities to uncontrollable levels.

As a crowd gathers outside Michael Nowlan's damaged motel room, the members of X-Factor regain consciousness, angry at being defeated by the Alliance and at Nowlan for turning on them. As the crowd gets restless, X-Factor is forced to sneak out the back in the face of their anti-mutant paranoia. At Apocalypse's chateau, the Alliance tries to get Nowlan to tell them about the apparent connection between X-Factor and the costumed mutants they fought, but Nowlan refuses. When the Alliance threatens Suzy, his ex-wife, he lashes out, his power supercharging the Alliance. Stinger accidentally blasts a whole in the roof, which draws the attention of Angel, leading X-Factor to investigate the chateau. Meanwhile, Apocalypse appears and places Nowlan inside a device which will regulate his power. That night, X-Factor infiltrates the chateau. Marvel Girl and Angel are met by the Alliance, while Beast discovers Nowlan only to be quickly knocked out by Apocalypse.

Their mutant hunter garb destroyed in the battle with the Alliance of Evil, X-Factor is forced to sneak aboard their own plane even while media reports connecting their mutant hunter and costumed identities begin to circulate. They return to find their headquarters besieged by both anti- and pro-mutant protesters. Meanwhile, in New Jersey, a pair of irradiated mutants, Bulk and Glow Work, are chased by a group of humans. Escaping into the sewers, they decide to destroy X-Factor before the radiation claims their lives. Back at X-Factor headquarters, Jean finally confronts her teammates about Scott's recent behavior and learns that he's married. Just then, Bulk and Glow Work emerge outside their building, demanding that X-Factor come out and hunt them.

X-Factor returns home from a series of missions and meets with representatives from the Soviet Union, who want X-Factor to come to their country and advise their scientists on methods for hunting mutants. X-Factor is reluctant to do so, but they are contacted by Senator Thompson, who tells them the truth about the mutant situation in Russia: mutants are detained and experimented on in a death camp, with the ultimate goal of creating artificial mutants beholden to the Soviet Union. X-Factor agrees to go to Russia, shut down the camp and capture the scientist responsible for running it, Helmut Heinreich. While Angel flies ahead alone, to locate the camp, the rest of X-Factor arrive in Russia and are introduced to Heinreich. Unknownst to them, Heinreich is actually a mutant himself, and quickly realizes the truth about X-Factor. He captures Iceman, duplicating his powers and appearance, then takes his place on the team.

After seeing their commercial on TV, Daily Bugle publisher J. Jonah Jameson decides to hire X-Factor to capture Spider-Man, over the objections of his Editor-in-Chief, Robbie Robertson. X-Factor meets with Jameson and takes the job, though they tell Jameson they aren't certain that Spider-Man is a mutant. As the X-Terminators, X-Factor tries to locate Spider-Man in order to "warn" him that X-Factor is after him. However, a fight breaks out between a suspicious Spider-Man and the X-Terminators, one which ends only when the weakened Spider-Man is knocked unconscious. As Iceman watches over Spider-Man, the rest of the team returns to Jameson and tells him they've determined Spider-Man is not a mutant, and thus outside their purview. When Spider-Man awakens, Iceman offers to help Spider-Man, but he declines, saying that when he takes off his mask, he's just a regular Joe. Iceman wishes him well, pointing out that the two of them aren't so different, as the public will always fear and distrust them both.

Rahne is visiting Moira in Scotland when a piece of lab equipment suddenly falls over, threatening to crush Moira. Rahne does her best to push her out of the way, but Legion is nearby and David Haller is forced to hand over control of his body to his Jack Wayne persona in order to telekinetically save Moira and Rahne. Refusing to be caged again, Jack sets off an explosion in the lab and runs off. In New York, Dani is suddenly awoken by Rahne's pain, felt through their psychic rapport. She tries calling Muir Isle but doesn't get a response, so she gathers the rest of the New Mutants and explains the situation. With Magneto away, Illyana teleports the team to Scotland, but they arrive later in the day.

The New Mutants and Kitty Pryde are invited to the spring dance at the local high school. Though the New Mutants generally have a good time, Kitty is less excited until the principal introduces her to Larry Bodine, a recent transfer student. Though Larry is geeky and a little awkward, he and Kitty hit it off. However, Larry is secretly a mutant, and a group of kids, ignorant of this, bully him by threatening to call X-Factor, scaring him. After the dance, the New Mutants, Kitty and Larry go to Harry's Hideaway, and Larry, desperate to fit in, tells some of the latest mutant jokes he heard at the dance. Not surprisingly, Kitty and the New Mutants turn cold towards Larry, and call it a night. Returning home, Larry discovers an X-Factor flier the other kids stuck into his jacket, scaring him further. Unbeknownst to him, however, Rahne has followed him home, suspecting his anti-mutant jokes were part of an act, and she watches as Larry uses his mutant power to create hard light sculptures.

As an alarmed Lockheed alerts the New Mutants to the return of the X-Men, Illyana teleports to Muir Isle to enlist Moira's help in treating the injured. They arrive back at the school at the same time as the battered X-Men, who are leading a group of wounded, dying Morlocks. Moira immediately sets up a triage center, and the New Mutants help gather equipment, run supplies and treat the wounded. Throughout the day they work, overwhelmed by the horror of the situation. Doug, however, notices that Warlock is acting differently, constantly scanning the sky but refusing to explain why. Meanwhile, Karma, worried that if the Marauders are targeting mutants they could go after her younger siblings, tries to call them, but gets no answer. Illyana offers to teleport her to their apartment, but they find the place deserted., and when Karma turns on the lights, she triggers a bomb.

In Limbo, to which Illyana teleported the team to escape Magus, Roberto wakes up to discover the rest of his friends unconscious. Suddenly, a group of demons arrives and carries Illyana away. He follows them and prepares to rescue Illyana when it appears the demons are going to kill her, but S'ym appears and explains to Roberto that the demons are merely casting a spell to revive Illyana. Sure enough, she soon wakes up, then revives the rest of the team. They discuss the situation, and Warlock offers to sacrifice himself to Magus to save everyone else, but everyone agrees to stand by him. Just then, Magus appears, having tracked the New Mutants to Limbo. They quickly find their powers are no match for him, but Karma manages to possess him long enough for Illyana to blindly teleport everyone out of Limbo.

In Switzerland, retired superhero Elizabeth 'Betsy' Braddock is suddenly attacked and captured by Mojo and Spiral. Later, at Xavier's School, a despondent Doug discusses his role as a New Mutant with Dani. At the same time, children all over the world, including the New Mutants and Karma's siblings, are entranced by a new animated TV show called Wildways, featuring Mojo, Spiral and Betsy. A week later, Betsy's brother, Captain Britain, is attacked at an abandoned school in Manhattan while searching for his missing sister. At the same time, an entranced Roberto is taken by Mojo and replaced with an android duplicate. Later, Roberto is seemingly killed. Warlock, however, realizes that the dead Roberto is an android. At the abandoned school, Mojo transforms the children he's ensnared, including Roberto, Rahne, Karma's siblings and three kids who befriended Longshot, into a super-powered team of adults he dubs the Brat Pack. As the New Mutants track their missing teammates to the school, they're attacked by the Brat Pack, and all but Doug and Warlock are captured and transformed themselves.

In Central Park, a three way battle erupts between the X-Men, the Hellfire Club and Nimrod. After Nimrod blasts Shaw into orbit and incerates Von Roehm, Storm proposes a temporary alliance between the X-Men and the Hellfire Club in the face of Nimrod's power, and Tessa agrees. Elsewhere in the park, Rachel debates joining the fray, despite her injuries, when she's distracted by music and led to the Body Shoppe, whose mysterious proprietress offers to heal and remake her. Across the park, Storm has Leland use his power to increase Nimrod's mass and lower him to the ground. Seeing an opening, Nightcrawler attempts to teleport a piece of the robot, despite Storm's warning that Nimrod has likely learned to block that attack. Instead of harming Nimrod, Nightcrawler howls in pain, then disappears. Just as Leland manages to get Nimrod to the ground, he collapses, suffering a heart attack.

In Los Angeles, a Hellfire Club soldier named Richard and his girlfriend Tommy, a former Morlock, are hunted by unseen pursuers. Richard is struck by an energy blast, and urges Tommy to leave him behind. She slips aboard a train heading east. In San Fransisco, Dazzler is possessed by a psychic entity named Malice, a teammate of the group hunting Tommy. In New York, the X-Men search for the missing Phoenix and Nightcrawler. At the mansion, Kitty modifies Cerebro so that non-telepaths can use it. Shortly thereafter, it alarms, indicating one of missing X-Men has been detected, and Kitty, Colossus and Illyana leave to investigate. Meanwhile, Magneto arrives at the Hellfire Club and sees X-Factor from afar, whom he recognizes as the original X-Men. Inside the club, Sebastian Shaw offers Magneto the title of White King, to be claimed in his own name or the name of the X-Men. Magneto agrees to consider the offer.

In the Morlock Tunnels, the Marauders begin mercilessly slaughtering everyone in sight, but one Morlock manages to escape and reach the X-Mansion, alerting the X-Men to the attack. The X-Men are teleported into the tunnels by Illyana, and immediately set upon by Riptide and Vertigo. Nightcrawler is able to subdue Vertigo through a series of teleports, but the effort leaves him open to an attack by Riptide, who severely injuries Nightcrawler before fleeing with Vertigo. Storm sends Illyana back to the mansion along with Nightcrawler and other wounded Morlocks, then splits the X-Men up to search for more survivors. Colossus and Shadowcat locate one group of survivors but are attacked by Arclight and Scalphunter, while Rogue, Storm, Wolverine and Callisto attempt to lead another group of survivors out of the tunnels. They are nearly hit by a stray optic blast, and Wolverine senses the presence of all the original X-Men nearby, including - inexplicably - Jean Grey. But before they can investigate, they are rejoined by Colossus and Shadowcat, having escaped from Arclight and Scalphunter, just as Harpoon, Riptide and Scrambler attack.

In the Morlock Tunnels, Wolverine stalks amongst the dead, seeking a Marauder to bring back to the mansion for questioning. At the school, the X-Men, led by Moira and Sharon Friedlander, work feverishly to save as many of the wounded Morlocks as they can. Storm, checking in on the permanently-phased Kitty and the comatose Nightcrawler, suddenly has a crisis of faith and runs off, out onto the mansion's grounds. Colossus attempts to go after her, but suddenly collapses. Psylocke is able to telepathically determine that he's still alive, while Magneto uses his power to see that Colossus is leaking energy through all the wounds he received from Riptide. In the tunnels, Wolverine once again picks up the scent of X-Factor, and his confusion over the seeming presence of Jean's scent allows his old foe Sabretooth to get the drop on him. Back at the mansion, Magneto is able to repair the damage and return Colossus to consciousness, but he is unexpectedly paralyzed.

As the Marauders begin slaughtering the Morlocks, X-Factor splits up, with Angel and Marvel Girl returning Skids and the injured Rusty to their headquarters while Cyclops, Beast and Iceman continue to search for Artie. They come across a group of Morlocks being chased by some Marauders, and manage to fight the villains off, though Beast is wounded in the process. As Angel and Marvel Girl return to their headquarters, they're greeted with the news that the press has learned about Angel's connection to X-Factor. Back in the tunnels, Artie, along with his new friends Leech and Caliban, are attacked by Sabretooth. Leech manages to hide in a small tunnel with Artie as Cyclops knocks out Sabretooth, but the hidden and mute Artie is unable to call out for Cyclops. X-Factor continues to rescue Morlocks from the Marauders, and Artie strikes out after them on his own. Back at X-Factor headquarters, Warren and Jean discuss the situation, and Jean wonders aloud how she can both love and hate Scott so much at the same. As Warren hugs Jean, Candy Southern walks in, having heard the news about X-Factor. Seeing Warren and Jean together, she angrily storms off, quitting her job and leaving Warren.

In the tunnels beneath the X-Factor headquarters, Scott and Jean clean-up the radiation left behind by Bulk and Glow Worm and discuss Scott's marriage to Madelyne. Upstairs, the rest of X-Factor watches news coverage of the "battle" between X-Factor and the X-Terminators. As Rusty prepares for a training session, he worries that someone might recognize him from the footage of him fighting alongside X-Factor. Meanwhile, Freedom Force is tasked with bringing Rusty to justice, and sure enough, Spider-Woman recognizes him from the footage. Later that night, X-Factor is awakened by Hodge, who has received reports of mutant factions battling a robot in Central Park. In part to help their public image, they decide to investigate as X-Factor instead of the X-Terminators. Rusty is eager to join them, but is angrily told to stay behind by Scott, who has just misunderstood a conversation between Warren and Jean.

In Central park, Freedom Force confronts Rusty and Skids, but they manage to slip away again. Outside the park, X-Factor attempts to locate Rusty, but they spot Magneto entering the Hellfire Club. Jean wants to go after him, but is stopped by the others. Freedom Force catches up to Rusty and Skids, but they are attacked by a crowd who believes they're mutants attacking an innocent human. X-Factor arrives and manages to break-up the fight, reluctantly letting Freedom Force go. But in the confusion, Rusty and Skids slip away again and head underground, towards the Morlock Tunnels. At X-Factor headquarters, Artie psychically sees Rusty and Skids entering the tunnels, along with a deadly massacre being carried out. He tries to warn Hodge, who ignores him, so he traces an image of Rusty on the wall and heads into the tunnels himself. Returning to headquarters hoping to find Rusty, X-Factor discovers Artie's message, and changes into their X-Terminators gear to head into the tunnels after the boys.

The X-Men train in the Danger Room, their actions unknowingly recorded by Betsy's bionic eyes and beamed to Mojoworld, where they generate huge ratings for Mojo. Hoping to further increase his ratings with a live performance, he sends Longshot to the X-Men, who pops into the Danger Room through a portal along with an ectoplasmic substance that covers the X-Men. The next morning, the X-Men awaken to discover they are getting younger, something which Warlock and Doug determine is caused by the ectoplasm that accompanied Longshot. After Betsy picks up an image of Mojo in Longshot's memory, the de-aging X-Men decide to track him down, only to find the New Mutants standing in their way. However, Magneto, who is still old enough to possess his powers, knocks them out, and the young X-Men rush off to Central Park, where they discover Mojo waiting for them. Back at the mansion, the New Mutants regain consciousness and don new uniforms, "graduating" themselves to X-Men in order to rescue their friends.

Accidentally scattered through space and time by Illyana, Sunspot, Magma, Karma and Wolfsbane find themselves in a future ruled by Sentinels, in which most of their teammates have been killed. They're are quickly attacked by Sentinels, but are rescued by adult versions of Sam and Dani from this timeline. Meanwhile, at Xavier's mansion in the present day, Magneto discusses the New Mutants' absence with Stevie Hunter, repeating his belief that they are still alive, and that he won't abandon them. In the future, Sam tells the New Mutants about the history of his timeline and how the world turned against mutants, while Rahne is shocked to learn just how cold and distant the adult Dani has become. Sam explains that most of the surviving mutants have fled Earth to live on Lila Cheney's Dyson Sphere, something which rankles Roberto. Just then, the Sentinels announce they've captured Lila and intend to execute her.

In a future New York City, Doug and Warlock evade a pair of Arbitrators, the city's police force, before scrawling a message in support of humans on the side of a building. Elsewhere, Dani visits Heroes Plaza, a memorial to the deceased X-Men and New Mutants, before leaving with Sam on a mission to retrieve food and medical supplies for the city's disenfranchised human population. Dani and Sam's actions brings them to the attention of an elderly Katie Power, even as the Chief Arbitrator is similarly made aware of their presence. Meanwhile, in downtown, the New Mutants distribute the supplies to the human population as Katie introduces them to her own group of young mutants, whom she's trained to fight in defense of humans. Just then, the gathering is attacked by Arbitrators, and the New Mutants, along with Katie, are captured.

Alone in Limbo, Illyana fights off a horde of demons infected by the transmode virus, led by a similarly-infected S'ym. Desperate to stop them, she plunges her Soulsword into the crowd, thinking of Professor X as she hopes to disrupt Limbo itself. Later, on an alien world, the Starjammers barter for supplies, when Charles Xavier suddenly detects a familiar mental presence. He tracks it to a slave auction, where a captured Illyana is being sold off. He claims her as his own, blowing the Starjammers cover and forcing them to quickly retreat to their ship. Illyana is relieved to see Xavier again, and fills him in on all that has happened in his absence. Realizing he can read her mind for the first time, Xavier theorizes that Illyana's attempts to destroy limbo instead purged her of her demonic side while casting her out, her mutant power sending her to the last person she was thinking of. Hoping to reunite the New Mutants, Xavier and Illyana return to Limbo, where Illyana is forced to reclaim her demonic side in order to hold S'ym at bay and keep Limbo under her control.

Alerted to the massacre of the Morlocks thanks to Franklin Richards' power, and concerned about the welfare of their Morlock friends, Power Pack sneaks into the tunnels to investigate. They're quickly attacked by Sabretooth, but manage to escape by blasting the tunnel ceiling, collapsing it on top of him. They then run into Wolverine, who orders them out the tunnels before leaving to track down Sabretooth, but they decide to stay and keep searching for their friends. Meanwhile, X-Factor and a group of rescued Morlocks arrive at X-Factor headquarters, and though they are still dealing with a variety of injuries, the team decides to head back into the tunnels to find Angel and rescue more mutants, including the still-missing Artie. Back in the tunnels, Power Pack encounters Leech and the injured Caliban, just as they're attacked by a group of Marauders. Power Pack manages to hold them off until X-Factor arrives, prompting the Marauders to flee. Power Pack helps Leech deal with the loss of Annalee, and X-Factor promises to look after him. As Power Pack leave the tunnels, Beast and Iceman head back to their headquarters with Leech and Caliban as Cyclops and Marvel Girl continue to search for Angel and Artie.

Issue #373: Thor returns to Earth after a lengthy absence and gets back into the life of Sigurd Jarlsson, his secret identity. Learning from the frogs in Central Park about the massacre going on underneath the streets, he transforms into Thor and enters the Morlock Tunnels. Overhearing Angel's screams, he discovers the mutant being tortured by the Marauders, and fights them off. Issue #374: Thor once again fends off the returning Marauders as he endeavors to take the badly injured Angel to the surface for medical attention. Elsewhere in the tunnels, Blockbuster, chafing at being twice beaten by Thor, vows to kill him. Nearby, Thor encounters Artie, and offers to bring him to the surface as well, but just then Blockbuster attacks, breaking Thor's arm.

Psylocke telepathically surveys the mansion with the help of Cerebro, checking in on Rogue, who is patrolling the perimeter, and the injured X-Men. Meanwhile, Wolverine, Storm, Magneto and Callisto check the Morlock Tunnels, confirming that the energy which blasted through the tunnels has scoured it of anything flammable. Magneto, believing he has failed the missing New Mutants, mentions the Hellfire Club's offer to become their White King. Storm quickly shoots down the idea, but Callisto notes that the X-Men could use the help, especially in the face of the Marauders. Meanwhile, at the mansion, Psylocke detects a stranger entering the grounds, but when she tries to read his mind, the resultant feedback knocks her out, and in LA, Malice continues to exert more control over Dazzler. Back at the school, Rogue is knocked out by Sabretooth. As Psylocke regains consciousness, she tries to warn the X-Men, but Sabretooth attacks her.

In Denver, Dazzler, performing at a concert as part of Lila Cheney's band, is goaded by Malice into taking the spotlight from Lila, exposing herself as a mutant in the process. After the concert, Lila chastises her, and Dazzler, fully possessed by Malice, quits the band. In New York, Storm, Rogue and Psylocke declare Cerebro damaged beyond their ability to repair it as Wolverine and Callisto spar in the Danger Room, when they receive a call from Lila, concerned about Dazzler. The X-Men track her to a nightclub in Dallas where she performs with abandon, making no secret of her mutant abilities. When she spots the X-Men, she attacks, and when the X-Men overpower her, Malice abandons Dazzler and takes control first of Wolverine and then Rogue. The possessed Rogue blasts out of the club, attacking the police gathered outside.

The X-Men, including new members Dazzler and Longshot, as well as Callisto, prepare to leave for Muir Isle with the wounded X-Men and Morlocks. Leaving Rogue in charge, Storm and Wolverine head upstate. Meanwhile, in San Fransisco, the red-haired Jane Doe awakens and tells the doctors her name is Madelyne Pryor. In New York, Storm and Wolverine arrive at the home of Sara Grey to find it burning, victim of a fire bomb. Checking the wreckage for clues on the culprit, Wolverine detects first the scent of Cyclops, then Jean Grey - the later of which causes him to go berserk and accidentally knock out Storm. To the east, as the Blackbird races towards Muir Isle, the ghost-like Kitty visits her teammates, though Longshot is able to sense her presence. Elsewhere, Storm awakens shackled in a dungeon. Easily picking the locks, she escapes her cell and finds herself in some kind of hunting lodge.

In the Morlock Tunnels, Beast and Iceman, having rescued Leech and Caliban, are attacked by a group of Morlocks called the Tunnelers, who believe them to be the Marauders. Elsewhere in the tunnels, Cyclops and Marvel Girl, along with Artie, are bringing the gravely-injured Angel back to their headquarters when they overhear the fight between their teammates and the Morlocks. The battle stops when the leader of theTunnelers, Berserker, recognizes X-Factor as the X-Terminators. Cyclops offer them sanctuary, and the group returns to X-Factor headquarters, where the Tunnelers quickly realize that the X-Terminators and X-Factor are one and the same. Even though the other rescued Morlocks vouch for X-Factor, the Tunnelers aren't convinced, and sneak out of the complex as Scott and Jean take Warren to the hospital. They reach the river and stop to decide their next move, but are confronted by a street gang. A fight breaks out between the two groups, with casaulties on both sides, but one of the gang members manages to call the police before Berserker strikes him down.

At the hospital, Warren is told that he'll die if his wings aren't removed, but he refuses, saying he'd rather die than lose his wings. Meanwhile, at X-Factor headquarters, Hank, Bobby and X-Factor's charges, including the rescued Morlocks, are having breakfast when they receive a call from Boom-Boom, telling them she's found an evil mutant. Though their headquarters is already overcrowded, Hank and Bobby decide to investigate. Back at the hospital, Jean sees a news report about the firebombing of an apartment believed to belong to relatives of a mutant, followed by an interview given by her sister, Sara, expressing support for mutants. Realizing Sara may be in danger, Jean tries to call her, but doesn't get an answer, so she and Scott leave to warn her in person. At an arcade in Manhattan, Vanisher tracks down Boom-Boom, and agrees to give her a larger cut of the money she steals if she returns with him.

Scott leaves for Alaska, stopping on his way to the airport to visit Jean and Warren. Meanwhile, in the Alaskan waters, Master Mold, long-dormant, awakens. Back at the hospital, Hodge discusses the fraud charges being leveled at Warren. Hours later, Scott arrives in Alaska and returns to his house to find it for sale, the locks changed. Using his power to blast the locks, he goes inside to find the house empty and deserted. Offshore, Master Mold, sensing Scott's presence, uses an oil platform as raw material to rebuild himself. In Anchorage, Scott continues to search for Maddie, but finds no record of her, with the realtor, his grandparents' airline, even the police.

In Alaska, Master Mold is drawn to Cyclops, just as a pair of police officers arrive at the site of his destroyed home. Suspecting Cyclops of blowing up the house, they arrest him. In New York, Jean and Bobby leave to visit Warren in the hospital, leaving Hank to oversee Boom-Boom's training session, much to her disappointment. In Alaska, Master Mold attacks Cyclops, killing one of the police officers in the process. His glasses knocked off by Master Mold's attack, Cyclops is able to convince the other cop to give him his visor, allowing him to fight back. In New York, reporter Trish Tilby suddenly bursts into Warren's hospital room, demanding to know the truth of his involvement with X-Factor, but Jean and Bobby are able to shoo her out. The commotion, however, causes Warren to pass out. In Alaska, Cyclops and the remaining cop are chased by Master Mold into an oil refinery.

As the Starjammers repair their ship, Professor Xavier telepathically learns more about recent events from the New Mutants. Horrified by what he sees, he realizes he must return to Earth with his students. Back on Earth, Magneto and Storm help create a breakwater to protect a town from a hurricane, discussing the Hellfire Club's offer of an alliance, with Storm arguing the benefits of such an arrangement. Aboard the Starjammer, Illyana locks herself in her room, refusing to come out. Over Dani's objections, Xavier helps Karma possess Illyana, forcing her to explain her actions: she wishes to stay on the Starjammer, and not return to Limbo, where she'll be forced to reclaim her dark side once again. Just then, Xavier telepathically detects a cloaked fleet of Shi'ar starships, poised to attack the Starjammer.

In the Danger Room, the New Mutants face off against simulacrums of the Marauders, and are easily defeated, with the entire team killed or wounded in barely five minutes. When Roberto complains that they lost because the session was a high-level scenario designed for the X-Men, Magneto counters that his intention was to show them just how much danger they were in when they left the school against orders during the Morlock Massacre, and proceeds to restrict the New Mutants to the school grounds until they can prove themselves capable of acting maturely. Meanwhile, in Limbo, Illyana, who disappeared in the midst of the Danger Room exercise, continues her fight against S'ym for control of Limbo, eventually returning to Earth, frustrated by her constant struggle to contain her dark side and feeling alone with Kitty and Peter on Muir Isle.

Following a Danger Room session in which the New Mutants take on simulacrums of the Avengers rendered as teenagers, they receive an unexpected and unwanted visit from the Impossible Man. Hoping to find the X-Men, he instead challenges the New Mutants to a contest. While most of the New Mutants turn him down, Warlock agrees to the challenge. The two aliens begin a duel to determine who is the better shapeshifter, taking a variety of forms before disappearing. Hoping to keep them out of trouble, the New Mutants teleport to Limbo, where they use Illyana's magic to locate Warlock and the Impossible Man.

In the Adirondack Forest, a near-savage Wolverine is struck by a car, damaging the vehicle and stranding its occupants. Elsewhere, Storm and Priscilla set a trap for Super Sabre, one that will likely kill him, but when the super speedster approaches, Storm fails to spring the trap, refusing to kill, much to Priscilla's frustration. On Muir Isle, Moira MacTaggert is awakened by the arrival of the rest of the X-Men, returning to the island with the last of the massacre survivors. Back in New York, Crimson Commando and Stonewall discover the trap Storm refused to spring. Realizing she passed up an opportunity to kill Super Sabre, Stonewall begins to doubt whether Storm is really the criminal they think she is, though Crimson Commando remains certain. On a nearby ridge, Super Sabre is ambushed by Storm. Though she manages to overpower him, Priscilla triggers an avalanche, seemingly burying them both.

On Muir Isle, the X-Men train, pitting Rogue, Dazzler and Longshot against Psylocke, unknowingly observed by one of Dr. Doom's scanbots disguised as a trawler fisherman. Over breakfast, Banshee evaluates their performance, while Moira and Callisto attend to the recovering Morlocks. Later, as the X-Men work out, Callisto taunts Dazzler for being weak, causing her to storm off in a huff. Needing a break and frustrated with the life of an X-Man, Dazzler takes a boat to the nearby town of Ullapool. Drawn by music to a local pub, she spends the evening dancing and enjoying herself, making friends with Conal, one of the locals. As they leave the pub, however, they're nearly rundown in the street by a car, and Dazzler recognizes the driver from the X-Men's files: Juggernaut.

In New Mexico, Alex Summers and Lorna Dane are run off the road by a speeding VW bus. Meanwhile, in Scotland, Dazzler regains consciousness only to realize that Juggernaut, believing her dead, has buried her alive in a makeshift cairn. After Psylocke makes telepathic contact with her, she manages to absorb enough energy from the ambient sound around her to send up a flare, directing the X-Men to her location. Just then, the X-Men hear reports on the radio of the Juggernaut tearing up Edinburgh. Rogue flies the team to the city, and they confront the villain. Attacking him one-on-one, they're unable to stop him, but they regroup and attack as a team. Rogue kisses him, absorbing a portion of his power and enabling her to rip off his skullcap. Dazzler is then able to laser off his skullcap, leaving him vulnerable to Psylocke's mental attack as Rogue and Longshot manage to stop a passenger train in danger of derailing as a result of the damage done by the fight.

Following his surgery, Warren wakes up to discover in horror that his wings are gone. Meanwhile, in Alaska, Scott identifies the body of a red-haired woman as Maddie, and vows to find whomever killed his wife and son. At X-Factor headquarters, Masque picks a fight with Boom-Boom, but an overworked Hank lashes out at Boom-Boom, giving her laundry duty as punishment. At the hospital, a surly Warren orders Jean out of his room, telling her she should have let him die. Jean calls Scott and asks him to come back to New York to help Warren, but he says he needs to stay longer to bury Maddie. At the X-Factor complex, the remaining Morlocks discuss returning to the tunnels, but Hank insists they'll be safer with X-Factor. Masque angrily attacks Hank, prompting a fight between Masque and Caliban, from which Caliban emerges victorious. Though the Morlocks are grateful for X-Factor's help, they point out they couldn't save Angel from being mutilated by humans.

In the wake of Angel's death, Rusty and Skids continue to try and hone their powers. When Rusty accidentally breaks Skids' necklace, she, unable to pick up the scattered pearls, becomes frustrated with her inability to lower her force field and runs off. Rusty chases her into the Morlock tunnels, where they run into Masque. Unable to disfigure Skids, he turns on Rusty, but the pair escape, returning to X-Factor headquarters. Later, Rusty sees a newspaper article about Emma La Porte, the women he accidentally burned when his power first manifested, entering a hospital in New York. When he learns from Cameron Hodge that X-Factor, who has been paying Emma's medical bills, may have to cut off their support in the wake of Angel's death, Rusty becomes determined to help her some other way. He then returns to the tunnels and seeks out Masque, making a deal with him.

Thor returns Iceman, his powers now amplified by Loki, to X-Factor headquarters on the day of Angel's funeral. Learning of Warren's suicide, Bobby is enraged at the thought of Warren killing himself because humans cut off his wings. When X-Factor arrives at the funeral, they find pro- and anti-mutant demonstrations being waged, and only the timely arrival of Leech and Caliban prevent Bobby from blowing X-Factor's cover when he's confronted by reporter Trish Tilby and has difficulty controlling his power. When X-Factor enters the church, they discover an anti-mutant screed spray painted across the altar. Meanwhile, Apocalypse prepares his fourth horseman. As X-Factor arrives back at their headquarters, Cameron Hodge receives a call from the governor of California, saying that the X-Terminators are threatening to destroy San Fransisco via a mutant named Rictor. Though Hodge turns the governor away, X-Factor insists on helping, and Bobby suggest they go as the X-Terminators, rather than X-Factor, to show that not all mutants are evil.

In the bowels of the Hellfire Club, Karma takes control of Tessa, and uses her to search for information on Karma's missing siblings, but she comes up empty. Upstairs, Dani and John Proudstar lay out the terms of the New Mutants and Hellions contest: both teams hunt down the person who sold the fake Selene statute, with the losing team apologizing and taking the rap for any trouble with their respective headmasters. In a nearby suite, Illyana arrives with the group's graduation uniforms, but Karma bows out of the hunt. Transforming into a wolf, Rahne tracks the scent off the statute to Central Park, where she realizes the culprits they're after is Viper and Silver Samurai. Back at the club, Karma and Magneto discuss her missing siblings. In Limbo, the New Mutants observe the Hellions via a scrying pool, learning they've tracked Viper and Silver Samurai to nearby Shooter's Island.

As the New Mutants get ready for a party celebrating the launch of Lila Cheney's new album, Sam worries about fitting in with Lila's crowd, while Rahne is much more interested in investigating the mysterious bird boy being studied on Governors Island. When the New Mutants arrive at the party, they interrupt an exchange between Lila and an alien named Raek, with whom she had dealings in the past. As Lila and Sam reunite, Dani and Illyana rush off to dance while Rahne and Doug take in the party. Raek realizes that Sam will make it difficult for Raek to convince Lila to help him and his cohorts, so he plays off Sam's insecurities about fitting in with Lila's friends and offers him drugs, which he insists will help Sam fit in.

In New Mexico, Alex awakens from a recurring dream in which he visits the X-Mansion only to be hunted and killed by the X-Men. Having experienced the dream every night since he returned from checking in with the X-Men in New York, he resolves to return there and confirm everything is still okay. The next morning, Lorna takes him to the airport as the Marauders watch. In New York, Alex finds the mansion deserted and, seeing an entry in Magneto's diary for that afternoon, decides to visit him at the Hellfire Club. Back in New Mexico, the Marauders attack Lorna. At the Hellfire Club, a distrustful Alex meets with Magneto, who tells him that if he needs to contact the X-Men, he can do so through Magneto, prompting Alex to angrily storm off. In New Mexico, Lorna fights back against the Marauders, trapping Sabretooth in rock before being hit by an energy blast from Scalphunter's gun. In New York, Alex tails Magneto as he enters the Morlock Tunnels, and comes across a meeting of the X-Men, at which point Alex is discovered.

In the Rockies, Storm meets with Wolverine, telling him she has decided to seek out Forge's help in restoring her powers. She asks Wolverine to lead the X-Men in her absence, but he refuses. She insists, and eventually he reluctantly agrees. Later, Storm stands outside Forge's home in Eagle Plaza, in Dallas. Entering, she finds it deserted and the entire building without power, forcing her to take the stairs to Forge's penthouse. As she climbs, Naze, Forge's one time mentor, senses her presence, and prepares a welcome. Storm emerges into Forge's penthouse to discover his holographic systems and defenses have been activated. She fights her way through the building as scenes of Forge's past, including his time with Storm, play out around her.

X-Factor returns to their headquarters with Rictor and a frozen-solid Iceman. After Rusty and Skids help thaw Iceman, they discuss their relationship, worried they'll turn out like Scott and Jean. The next morning, Rusty discusses his feelings for Skids with Scott, who tells him that his time with Jean didn't come until they were older. As Scott tells Rusty about how Phoenix held back his power on a butte in New Mexico, Jean overhears him and angrily runs off, much to the glee of a watching Cameron Hodge. Later, Scott and Hodge discuss Hodge's ad campaign during a training session between Rictor and Beast, and the sound of Hodge's voice causes Rictor to freak out and lose control of his power. As Leech helps him get it under control, Hank, Bobby and Caliban set out to try and track down the missing Boom-Boom. Scott retires to the penthouse, hoping to dig up some info on Hodge in the computer system, but just then Dark Phoenix appears before him, taunting him. Jean overhears him talking about Phoenix and confronts him about his insistence that she is Phoenix.

As Scott and Jean clean-up the damage caused by their recent fight and discuss Hodge's machinations, debating whether they should just shut down X-Factor, Iceman, Beast and Caliban search the city for Boom-Boom. As they search, Iceman's super-charged powers attract attention, including a pair of news choppers that begin to follow them. Overhead, Apocalypse watches X-Factor as his Horsemen squabble amongst themselves. They tell Apocalypse they are powerful enough to take down X-Factor themselves, without the fourth horseman, so Apocalypse sends them to face X-Factor as a test of their abilities. At X-Factor headquarters, as Scott and Jean are training Leech, Rusty and Skids rush in to tell them their teammates are on TV, being attacked. Meanwhile, Beast, Iceman and Caliban take the fight with the Horsemen into Central Park to limit the collateral damage.

X-Factor is in Central Park as Artie and Leech play with Franklin Richards and the Power children. Suddenly, Quicksilver and Lockjaw appear, and Quicksilver grabs Franklin. However, the pair is unable to flee as Leech is blocking Quicksilver's super speed and Lockjaw's teleportation ability. The Power kids attempt to help Franklin and call out to X-Factor, who join the fight, but all are rendered equally powerless by Leech. Eventually, the fight strays far enough from Leech that everyone's powers return, and Quicksilver orders Lockjaw to take them home. Lockjaw proceeds to teleport Quicksilver, Franklin and X-Factor to the court of the Inhumans on the Blue Area of the moon. Quicksilver, frustrated that Lockjaw took them there instead of to their master, tries to run off with Franklin, but is attacked by X-Factor and the Inhumans. Eventually, Lockjaw teleports again, taking Quicksilver, Franklin and Inhumans Medusa and Gorgon with him.

Late at night, Wolverine drunkenly stumbles home, having been out "celebrating" the anniversary of his aborted wedding to Mariko. Later that evening, the X-Men, along with their guests Captain Britain and Meggan, are attacked and defeated by a powerful alien named Horde. He teleports them to a massive citadel and tasks them with entering the citadel and acquiring for him a crystal which resides inside that will grant him the power to rule the universe. Left with no choice, the X-Men enter the citadel. They quickly realize the citadel defends itself by making the hearts desire of those who enter real. Rogue is quickly lost as she becomes a Southern belle, followed by Havok, who is transformed into a star and freed of being responsible for his massive power. Longshot, having no desires, is absorbed by the citadel, while a despondent Dazzler is overwhelmed by visions of what her life could have been: successful attorney, superstar performer, or homeless bag lady.

The X-Men arrive in Dallas just as a restless Hulk leaps into the air. Forced to avoid their plane, Hulk accidentally crashes into a commercial jet, prompting the X-Men to help it land safely. Investigating the damaged plane, Wolverine recognizes Hulk's scent. Shortly thereafter, Hulk is confronted by the National Guard, triggering a fire which threatens a nearby apartment building. As the X-Men help evacuate the building, Wolverine runs afoul of Hulk. Though he accidentally cuts Hulk with his claws, Wolverine apologizes and tries to leave, more concerned with helping the X-Men then fighting, but an angry Hulk attacks Wolverine.

At breakfast, the New Mutants discuss Lila's party from the night before, and Dani teasingly manifests an image of a guy Amara thinks is cute, which turns out to be the Hellion Empath. Running to her room, Amara reads a letter from her father, urging her to come home. She is reluctant to do so, though muses that she felt more at home at the aristocratic Massachusetts Academy than Xavier's school. At the Hellfire Club, the Hellions are watching the news, and see footage of Cannonball accidentally breaking the bird boy free the previous night. Suspecting the New Mutants have some interest in the creature, the Hellions vow to get to him first. As they leave, the White Queen pulls Empath aside, telling him it's time to spring her trap. At Xavier's School, the New Mutants see the same footage and decide to save Bird Boy. They teleport into the city and spot Bird Boy over the river. Attempting to communicate with the creature, they are interrupted by the Hellions, who scare him off.

As Magneto shepherds the protesting New Mutants into the Danger Room, he's stunned to discover Bird Boy living inside. Freaked out by the disappearing environment, the New Mutants quickly attempt to calm down the creature. Rahne asks Doug to try and talk to him, but Doug insists he's not speaking a language. Magneto runs some tests and determines Bird Boy is neither mutant nor human, then sends the New Mutants back to their midterm studies. Later, the New Mutants gather to say goodbye to Amara as she leaves for the Massachusetts Academy, assuring her they'll still remain friends. In order to cheer themselves up, they decide to skip studying and sneak out to the mall for burgers and a movie. Rahne insists they bring along Bird Boy, and after disguising him with some old clothes, Illyana teleports the group to the mall. However, Bird Boy, egged on by Illyana, goes nuts over the food at the malt shoppe, causing a scene.

As the rest of the New Mutants study for midterms, Doug and Rahne work with Bird-Brain to increase his vocabulary. As the moon comes out, Bird-Brain starts to freak out, talking, near as Doug can tell, about some kind of tests and "the end of it all" occurring with the full moon. Later, as Bird-Brain watches Sesame Street, he shows familiarity towards a tiger, intriguing the New Mutants as Bird-Brain was found on an ice flow in the North Atlantic. The next morning, they show him pictures from old National Geographics, and determine he likes pictures of Greenland but hates zoos. Later, despite being grounded, the New Mutants decide to sneak out for burgers, taking Bird-Brain with them once more. That night, as they watch a movie, Bird-Brain is upset when a lion tamer whips a lion.

Mr. Sinister, leader of the Marauders, lambasts them for failing to kill Madelyne Pryor, who has recently awoken from her coma, then sends the team out to finish the job. Meanwhile, at the X-Mansion, Dazzler trains in the Danger Room, fighting a simulacrum of Rogue, much to the real Rogue's consternation. She urges Dazzler to bury the hatchet between them for the good of the team, but they're called to action by Psylocke. At the Grand Canyon, Storm and Naze begin their search for Forge, one which Naze says will be as much a spiritual journey as a physical one. In San Fransisco, the newly-arrived X-Men gather on a rooftop overlooking a hospital, as Wolverine explains that he received a call from Madelyne Pryor asking for the X-Men's help. As Psylocke scans the area, she detects the presence of the Marauders. Rogue races into the hospital, punching Sabretooth out of the building as Madelyne fights off Scalphunter.

As Polaris threatens Dazzler and Rogue, Havok unknowingly blasts her from afar, knocking her unconscious. Rogue flies Polaris and Dazzler to the beach, as Psylocke and Havok arrive alongside Lt. Morrell. As Rogue flies off to find Madelyne, Havok is shocked to discover he blasted Polaris, only a moment before she wakes up and attacks him. Meanwhile, in the Rockies, Storm and Naze are attacked by a pair of demons. After they're defeated, Naze suggests Forge may have loosed the demons by opening the gateway between worlds, prompting Storm to swear to kill him. Back in San Fransisco, Psylocke is able to temporarily free Polaris from Malice's control, but when other Marauders attack, Malice reasserts control, trapping all but Havok, who grabs hold of Polaris as she flies off, in the sand. Meanwhile, on the Golden Gate bridge, Scalphunter targets Rogue, but is distracted by Longshot and attacked by Wolverine.

In Washington, Crimson Commando, Stonewall and Super Sabre join Freedom Force, shortly before Destiny has a precognitive vision of the X-Men's deaths. In the Rockies, Naze suddenly falls ill, apparently poisoned by the Eye Killers' venom, and tells Storm to go on without him. In New York, a columnist interviews a group of blue collar workers about mutants. In San Fransisco, the X-Men are using Alcatraz as a headquarters as they search the city for any sign of the Marauders. Madelyne, on a cliff overlooking the ocean, mulls over recent events, including the end of her marriage and the disappearance of her son. Havok sees her from a distance and, fearing she's about to jump, calls out to her.

In the Rockies, Storm and Naze reach the base of Forge's mountain aerie, and Naze sends Storm up the mountain to defeat Forge, saying Forge's enchantments would be geared to detect Naze. In San Fransisco, Val Cooper holds a press conference alongside Freedom Force at the hospital damaged in the fight between the X-Men and the Marauders, announcing Freedom Force's mandate to capture the X-Men. Nearby, Rogue is visited at a gym by a disguised Mystique, who warns her about Destiny's vision of the death of the X-Men should they go to Dallas, but Rogue insists on staying with her friends. As Dazzler performs at a local club, Longshot and Havok leave a movie and encounter a mugging gone bad. As Longshot rescues a woman taken captive by the thugs, Havok melts their car as the police, including Lt. Morrell, arrive on the scene.

X-Factor returns home through the underground tunnels, Beast terribly ill from Pestilence's touch and Iceman frozen over. Their young charges help get Beast and Iceman settled in the infirmary as Rictor announces that Hodge has disappeared. Rusty decides he's going to sneak out and try to melt the ice Iceman left in Central Park, in order to prove to the world that mutants are capable of doing good, but Rictor tells him not to risk getting caught by the authorities for such a foolish gesture. Rusty calls Rictor a coward, and the two fight until Jean breaks them up. Later that night, a sleepless Rictor realizes Rusty was right, he was being cowardly, as Artie seeks out Rusty only to find him missing.

Cameron Hodge returns to the X-Factor complex, and is quickly accosted by X-Factor. Though he feigns knowledge of any nefarious actions, X-Factor fires him, citing his failed ad campaign for the organization, which fanned the flames of anti-mutant prejudice. Later, Hank, still ill, plays a game of chess with the kids before getting ready for the reading of Warren's will. Unknownst to them, Hodge watches X-Factor from his secret lair within the complex, making ready a plan for later in the day. In the midst of a media circus, X-Factor and Hodge arrive uptown for the reading of the will, at which it's announced that Warren has left all his money to X-Factor, to be administered by Hodge.

The Right attacks the X-Factor kids, and though they fight back, their attacks are uncoordinated and soon they're knocked out by the tranquilizer darts fired by the Right. As the Right searches the X-Factor complex for more mutants, they're attacked by Caliban, but he too is knocked out and, not being on their list, left for dead. Meanwhile, X-Factor makes their way back to the complex through the sewers, just as Boom-Boom arrives outside their headquarters. Breaking in, she spots the Right soldiers gathering up the unconscious kids and follows them. X-Factor returns and finds Caliban unconscious as Boom-Boom trails the Right to a nearby airfield. Creating a diversion, she sneaks aboard the plane with the other kids.

Having tracked their wards to the Right's secret base beneath the science museum in Arlington, X-Factor infiltrates the complex. However, Beast's brash actions quickly alert the Right to their presence. As they penetrate deeper into the complex, they get trapped in a room lined with ruby quartz, and seemingly knocked out by gas. However, Marvel Girl shielded her teammates from the effects of the gas, and when the Right try to collect them, they are able to escape, triggering a blackout in the process. Meanwhile, Apocalypse watches their battle from his ship as he pits his Horsemen against Death, who easily defeats his teammates, prompting Apocalypse to declare him their leader. Back in Arlington, the kids are freed when the power goes out, and they manage to overpower a guard and escape their cell.

Famine arrives in Kansas and begins laying waste to farmland. Meanwhile, Steve Rogers, the Captain, former Captain America, and his allies are flying aboard their private plane when they receive word of Famine's attack, and Captain tells the pilot to plot a course for Kansas. At Ft. Meade, John Walker, the current Captain America, runs into Freedom Force and learns of the death of the X-Men as well as Famine's attack. He is tasked with stopping her. In Kansas, the Captain, Falcon, Nomad and D-Man attack Famine. She is able to take out Nomad and Falcon, but with D-Man subduing her mount, the Captain defeats Famine. However, she is teleported away before he can take her into custody. Later, Captain America arrives on the scene, well after the battle has completed. Two weeks later, the Captain meets with Tony Stark, who provides him with a new shield to use in his new identity.

On Muir Isle, Kitty awakens from a dream in which the X-Men are still alive but slaves of Mojo, trying to capture Phoenix for him. Elsewhere, Meggan finds Captain Britain drunk and despondent after the death of his sister Psylocke, and she leaves to find him help. On Muir Isle, Kitty and Nightcrawler realize they both had the same dream. They are interrupted by the arrival of Gatecrasher and Technet, interdimensional bounty hunters seeking Phoenix, followed shortly by Meggan. A fight breaks out, and Technet manages to capture Meggan and Kitty while Nightcrawler escapes. Meanwhile, Rachel Summers, Phoenix, escapes from Mojoworld and arrives in London, pursued by the Warwolves. Elsewhere, Nightcrawler seeks out Captain Britain, but finds him still a drunken wretch and leaves, admonishing him, In London, Phoenix is captured by Technet, prompting a scuffle between the Warwolves and the bounty hunters.

Landing on the island from which Bird-Brain came, the New Mutants find themselves surrounded by angry human-like animals, animates, similar to Bird-Brain. Below, a scientist working for the Right who calls himself the Animator, and who is responsible for the creation of the animates, detects the arrival of the New Mutants. Not wanting to draw the attention of Cameron Hodge, he calls the Right and tells them to stay away from the island while he deals with the mutants. Above, Bird-Brain is able to calm the animates with the food he brought, but then they turn on him, saying Bird-Brain has become too much like man, who is the enemy. In New York, Roberto and Warlock return to the mansion after their adventures with the Beat Street Club. They are reunited with an equally overjoyed and angry Magneto, but quickly discover the rest of the New Mutants are gone.