| Synopsis | - This issue follows the events of , and ...
As Beast and Iceman bring the injured Leech and Caliban through the Morlock Tunnels to the X-Factor Compound they are attacked by a group of Morlocks consisting of Blow-Hard, Scaleface, Berzerker and led by Masque. The group of survivors mistake them for Marauders and attack. Initially their fight is hampered due to Leech's close proximity nullifying everyone else's powers. With being outnumbered, Bobby sends Leech away so that they can at least have the advantage of using their mutant powers.
Elsewhere in the Morlock tunnels, Cyclops, Marvel Girl and Artie Maddicks are carrying the injured Angel following their ordeal with the Marauders that saw Angel seriously injured, and Scott and Jean encountering both the Power Pack and Thor before finding Artie and Angel. Artie fills them in on his side of the story by showing them images of his ordeal in the Morlock tunnels. Artie then picks up an important image from Angel's mind and shows it to Scott and Jean. Scott is immediately jealous when it turns out to be Jean and Warren embracing in a hug, however Scott quashes it, reminding himself that he's married to Madelyne and blames himself to putting Warren in this situation. Scott tell a concerned Artie that he's going to be fine.
They then come across the battle between Beast, Iceman and the surviving Morlocks. Cyclops uses his optic blast to break up the fight and everything gets sorted out. When Scott invites them to join the other Morlocks that they have rescued. They reject the offer, and X-Factor learns that there are two factions the Drain-Dwellers and the Tunnelers, the that are before them. The Tunnelers initially reject the offer, however when Masque points out that when the Marauders attacked they had their losses just like the drain dwellers. Berserker concedes and agrees to accept the X-Terminator's offer. They learn that the Tunnelers learn about the outside world because Berserker can pick up radio and television transmissions with his powers and they ask if X-Factor were the Marauders. However, before Cyclops can explain anything further Caliban wakes up and remembering the slaughter of his people tries to go back and is stopped by Beast. Caliban vows that he will get revenge against the Marauders for killing his friends. They then have to make a run for it when a cleansing lightning storm passes through the tunnels incinerating the dead.
However, upon arriving in the X-Factor Compound, Berserker and the other Tunnelers learn that the X-Terminators are really X-Factor. Before they can attack again, they are convinced by the Drain Dwellers and the other members of X-Factor that they are really posing as mutant hunters in order to train mutants to use their powers properly. Later, as a media circus and the police gather outside following the revelation that Warren Worthington III has been secretly financing X-Factor, Warren is taken out of the compound by ambulance much to the viewing publics astonishment. Inside, the Tunnel Dwellers decide that they do not want to stick around, and using Masque's powers they make themselves appear as cleaning staff to get past the police block aid so that they might start a new life elsewhere.
They stop at a dilapidated pier on the Hudson River where they decide to try to cross over to New Jersey. However, they are confronted by muggers prompting them to doff their disguise in the hopes of scaring them off by revealing their mutant natures. This proves to be a fatal mistake as one of the muggers shoots down Blow Hard. Furious, Berserker and Masque kill the three muggers before they can get away. At St. Vincents hospital, Scott and Jean arrive at the hospital with Angel. As Angel is rushed into emergency surgery, Jean and Scott catch a news report about the gangs murder and that the police have cornered the mutant attackers on the pier. They rush off changing into their X-Terminator costumes in the hopes of saving the remaining Tunnel Dwellers before there are anymore fatalities.
Interlude: At the paraplegic ward of the Veterans Administration Hospital in Atlanta, Georgia, Abraham Kieros is about to spend his last day living in an iron lung following a military injury. Apocalypse appears before him and offers him the greatest honor: To be his newest Horseman, dubbed War. As soon as Apocalypse appears, he disappears, taking Abraham with him.
Back in New York, Cyclops and Marvel Girl arrive on the scene and Jean keeps the police at bay with a telekinetic shield while Scott orders the Tunnelers to surrender. Berserker refuses, and Scaleface tries to escape by transforming into her giant lizard form and gets gunned down by the panicked police. As she dies she reverts back into human form, sending Berserker into a frenzy. Vowing to kill every human he sees and blaming the X-Terminators for brining them out on a tunnel he unleashes his powers to their fullest fury. With no other choice, Cyclops blasts him off the pier and into the water, causing an explosive overload of his powers that kill him. Jean tells Scott that he had no choice, however Scott still doesn't feel comforted because of the loss of life this day that could have been avoided. With Masque just barely alive, Scott and Jean carry him away with Jean's mental powers. As the officers approach Scaleface's dead body, the officer who shot her dead is horrified when he realizes that she was just a girl.
Meanwhile, in a loft just past Time Square, young mutant thief named Boom Boom turns over a purse she has loaded with one of her mutant time bombs to her boss, Vanisher. When Vanisher is unimpressed with the prank, Boom Boom finds him unable to take a joke, unlike her friend the Beyonder. She decides to call it quits with Vanisher and leaves, warning him to stay away from her or she'll report him to X-Factor.
Scott and Jean finally return to St. Vincent hospital where they learn from the doctor the terrible news: Despite their best efforts to save Warren, he tells them that Warren's wings are going to have to be amputated.
This story is continued next issue...
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