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Zeb Wells (writer), Stephen Segovia (artist), David Curiel (colorist), Virtual Calligraphy's Ariana Maher (letterer), Tom Muller (designer), Stephen Segovia & Rain Beredo (cover artists), Jonathan Hickman (Head of X), Nick Russell (production), Lauren Amaro (assistant editor), Mark Basso (editor), Jordan D White (senior editor), CB Cebulski (editor-in-chief)
Within Mastermind's illusions, Kwannon is now an old woman who continues to kill Betsy Braddock day after day. But Kwannon is also fighting back against the illusion, and is able to merge the illusion she is trapped in with that of Greycrow's. Mastermind struggles to stop this from happening, while the deranged Arcade continues to see his plan through as he watches Sinister supervising the building of a new clone farm within Arcade's facility. Kwannon and Greycrow go in search for their teammates, and find Havok who is looking for Madelyne. Orphan Maker, Nanny and Wild Child soon appear, running from the illusions that Mastermind had trapped them in. Everyone battles orphans and versions of Wolverine that are attacking, while Kwannon continues to fight back against Mastermind. Something happens to her briefly, as she appears to lash out at Greycrow, before she breaks through the illusion and returns to the real world, where she destroys the Miss Locke robot and prepres to attack Mastermind, until he tells her that his daughter is being held prisoner by Arcade, who is forcing him to do this work. Mastermind speaks to Arcade's assistant who is at another facility and convinces him to free his daughter. Kwannon is then reunited with Sinister and is not happy to learn his part in this debacle, especially when she learns about the clone farm which he plans to have free access to. Mastermind's daughter, Martinique, is heard over the intercom, she's fine – and then Masterminds instructs her to kill the man who was keeping her prisoner, which she does. The Hellions leave Arcade's facility to return to Krakoa, where Kwannon gives Mastermind a warning never to talk to her again after he tells her that he looked in Greycrow's head and discovered that he likes her. Sinister tells Kwannon that they are all a happy family, and suggests she would do well to go with the flow.
Havok, Kwannon, Mr Sinister, Empath, Greycrow, Nanny, Orphan Maker, Wild Child (all Hellions)
Mastermind III/Martinique Wyngarde
Control room officer
This issue includes a memo from an R.J. Briggs discussing Arcade's cloning unit.
Empath is not seen or mentioned this issue, despite being seen in an illusion in Hellions #10.
Mastermind returns in X-Corp #2.