Before the eyes of several of his gloating servants, among them the Morlocks, New Mutants and the Avengers Scarlet Witch and Vision, Kulan Gath tortures the chained Spider-Man, threatening that, before the night is out, he will regret the day he dared cross swords with him. He mocks the hero’s struggles, explaining that his strength is no match against the mystic chains that hold him. And his comrades will not help him. The heroes not yet bound to his service will not help him either, as they don’t remember him.
Spider-Man is suffering but still manages to crack a joke. He figured “Kuley” was too bighearted to carry a grudge. Kulan Gath gloats that this spell is the first step. Soon he will have enough power to spread his Masterspell across the world and remake all of humanity in his image. What provides the power? Spidey asks. Blood, is the reply, the hot, fresh life essence of innocents… and heroes. And soon Spider-Man begins to scream.
Kulan Gath turns to another prisoner, his old enemy Selene. So she cannot use her magic, he takes away her mouth and changes her arms into tentacles.
He turns to Dani Moonstar and Sunder and asks where the other rebels are. They admit they escaped. Displeased, he turns them into stone and warns them they would prefer dying in battle to returning to him in disgrace and facing his wrath. He will not be so forgiving a second time. He turns them back.
He calls the Xavier /Caliban being he has created and asks where his enemies are. Xavier remarks they are hiding from his powers. Sunder explains Xavier’s scanning power cannot see into the Morlock catacombs. That must be where they hide. Kulan Gath tells them he wants the rebels in chains before him by dawn or the rebels’ fate shall be theirs!
Uptown, in what once upon a time was the New York Public library, which is now a burning gutted ruin, nothing left standing. The rebels look around with the Wasp, searching for survivors. Janet returns soon, sinking into Starfox’s arms. Disgusted, she explains that the priestesses were butchered.
Ororo had hoped the priestesses would give them knowledge to use against Kulan Gath. Apparently, the sorcerer had a similar idea.
An arrow is fired at Ororo which the Captain deflects with his shield. Nightcrawler teleports to the sniper’s side and soon returns with a feisty redheaded young woman. Angrily, she shouts she is Arilynn, chief archivist of the temple. She believes them to be the villains who killed the others. When Ororo tries to explain they are not at fault, Arilynn points out that among them stands Callisto, commander of Kulan Gath’s guards.
Before Ororo can explain, Kulan Gath’s troops arrive. The Scarlet Witch binds Colossus in the Crimson Bands of Cyttorak. Illyana manifests her Soulsword and shatters them.
Callisto fears there are too many foes and orders the rebels to withdraw into the catacombs. But their way back is cut off by the Vision, who comes up through the ground and soon is battling Colossus.
Rogue, in her crystal form, is holding her own until Cannonball swats her aside. A Morlock who touches her absorbs her crystal form as she absorbs his human vulnerability, allowing another Morlock to kill her with a knife.
Witnessing her friend’s death, Ororo goes into a berserker rage, giving the others an opportunity. The Captain orders Rachel to punch a hole into the wall and Illyana to cast a spell to hide them. Ororo urges them to go while she can hold their foes at bay.
Watching from nearby, Warlock is amazed at Ororo’s battle lust. She always seemed so gentle. While admiring her courage, he realizes her cause is lost unless he helps. Warlock grabs her and flies off.
However, Wolfsbane has grabbed Warlock’s leg and won’t let go. High up in the air, Warlock’s exhaust blast becomes too hot and Rahne falls, making Warlock fear he has killed his best friend.
Later, after a Morlock patrol has left, Illyana drops the cloaking spell. Only a few are left: the Captain, Callisto, Colossus, Nightcrawler, Rachel, Magik, Magma and the archivist Arilynn. Nightcrawler pronounces glumly that Starfox and Wasp were captured. Illyana tears into Amara for not helping at all, despite being so powerful. Uncharacteristically, Amara sobs that she was afraid. Colossus chides his sister for her cruelty and tries to console Amara.
The Captain muses silently that Illyana speaks like she knows the girl and expected better. Amara is soulbound to Selene. Could that have to do something with it? He asks Callisto where the nearest entrance to the Morlock catacombs is.
In the temple, the Scarlet Witch holds Wasp and Starfox prisoner, while they count their own dead, among them Cannonball and Rahne is close to dying. Furious at her loss, Dani lashes out with her fear powers at Starfox and Wasp, manifesting their fears. For Eros, it is becoming like his mad brother Thanos – would-be destroyer of the universe. While the Wasp fears becoming a wasp in fact as well as name.
Kulan Gath orders Moonstar to stop it. He has other plans for their prisoners. And his power is already restoring the werewolf. He reshapes the two prisoners in his image. Starfox becomes so beautiful he is irresistible to anyone and the Wasp now drinks lives and souls to make Kulan Gath strong. He praises his pets but he will not be content till all of Selene’s rebels are before him in chains or in their graves….
Meanwhile, on a rooftop, Warlock tries to communicate with Ororo, which proves impossible as he doesn’t speak her barbarian tongue. He tries another way, showing her images of the way she is supposed to be as Storm, leader of the X-Men. He is unaware of another image appearing, a spirit that Ororo senses is her mother. She cries out her name in English. She begins to vaguely remember the other world and knows now her world and self are a lie.
The rebels huddle around a fire in the Morlock tunnels and question Arilynn on what she knows of Kulan Gath. She tells them of his history. He was an apprentice to the lord of the Black Ring, the arch mage Thoth-Amon. But he was forced to flee Stygia after being caught practicing magicks that even the son of Set considered abominable. He wandered the world, becoming a wizard of awesome incalculable powers. It is said there are few if any who are his equal. By rights, he should have carved himself an empire. He often tried but success eluded him. For such a brilliant man, he could on occasion prove himself incredibly stupid.
The Captain tries a pep talk. Their goal is to free Selene and for that they must breach the palace.
Soon, the Captain and Colossus pretend to be guards bringing prisoners, Amara and Rachel. Rachel mentally influences the real guards into believing everything is all right and to let them though. Surprisingly it works.
However, after the heroes disappear into the citadel, Eros and the Wasp appear before the guards and, as punishment, the Wasp eats their lifeforces, leaving only dust.
At the same moment, the other group is using the tunnels to get to the citadel. Arilynn is taking the lead. Callisto finds herself impressed by the woman but considers killing her, for no human should know the secrets of the Morlock Tunnels.
A moment later, they are ambushed by Sunder, Mirage, Sunspot and Wolfsbane. Nightcrawler takes out Sunspot with multiple teleports, while Magik finds herself helpless as Wolfsbane has her hands in a deathgrip. Sunder holds Callisto fast, while Mirage shows her her greatest fear: an image of the attractive woman she once was, the life that might have been.
Nearby, Arylinn covers Wolfsbane’s head with her cloak. The brief distraction allows Illyana to break free and hit both her friends with her Soulsword, freeing them from Kulan Gath’s control.
Callisto grabs her knife and instinctively cuts Sunder’s throat. Only then she realizes that Illyana could have freed Sunder as she is doing her fellow New Mutants. She swears vengeance.
The other rebels reach the throne room where Spider-Man hangs crucified. Rachel gasps at his agony. The Captain asks her to help him while they find Selene. Yet he notes this is going too easily.
Indeed, it is a trap. The Scarlet Witch, Vison, Starfox and Wasp are already present. Rachel blunts the Witch’s attack with her telekinesis. Colossus and Vision are fighting again. The Wasp is trying to drain Colossus’ life essence, but Cap throws his shield at her to throw her off. In midflight, that shield flies to Kulan Gath, who is suddenly on his throne, Selene at his feet.
Across the room, Cap watches in horror as Rachel and Amara succumb to Eros’ charms, while Vision reduces his physical density to the point where he can pass his arms through Colossus and then solidifies. The terrible strain is more than either can bear, killing both. Cap is stunned by the explosion.
Spider-Man watches helplessly as his friends massacre each other. For a moment, he feels hope as Callisto’s group bursts into the throne room. But then the Scarlet Witch casts her spell to transform them into living statues.
Although the pain is beyond belief, Spider-Man tears loose from the crucifix, desperately shouting that Kulan Gath’s power resides in the amulet around his neck. Kulan Gath mockingly praises him for his effort but reminds him that the others cannot understand English. No longer amused by him, he kills Spider-Man.
However, high above, hidden in the rafters, Warlock has listened and understood. Now he wonders how to make Ororo understand. He shows her a recreation of Kulan Gath’s necklace and she figures they might as well try to get it. Warlock transforms himself into a set of jet powered wings for Ororo and they dive downwards.
While Warlock engulfs the wizard, Ororo grabs the amulet. But then, with victory literally in her grasp, the necklace is snatched away, into the hand of a smirking Amara.
Simultaneously on the dais, Selene becomes a woman of living flame and at her mental command a volcano erupts beneath Warlock and Kulan Gath consuming them both.
Amara turns into Selene and laughs evilly. She calls Kulan Gath a fool for believing she would let herself be taken prisoner with such childish ease.
Cap realizes Selene switched her and Amara’s appearances. Rachel reveals she knew but Selene’s magic forced her to stay quiet.
Selene continues; why should she risk herself when so many noble heroes could fight and die for her? Now none are left to oppose her, as she will cast the master spell over the entire world… a world she will rule forever!
The dying Warlock crawls over to Ororo. He offers to make her a techno-organic being like him, which would give her powers. He warns her that the change is irreversible. Ororo agrees and, with a touch, he changes her before he dies.
Ororo lashes out at Selene, replicates the process and absorbs Selene’s life energy. With Kulan Gath and Selene dead, Illyana is able to free and restore Dr. Strange.
The city, however, has not been changed back. Things have gone too far for that, Strange explains. The spell has acquired a life of its own. If they don’t stop it now, it will be too late. While even he doesn’t have the power to counter it, he senses in Illyana an extraordinary ability to manipulate the forces of time itself. He works his magic in concert with her own and her mutant talent, and moments later it is done. New York is changed back and only those who were there at the end – Professor X, Ororo, Magik, Captain America, Arilynn Williams and Callisto and Caliban – are with Dr. Strange in his sanctum sanctorum.
He explains that they used the power of the master spell to turn time back upon itself, return them all to the moment before it was originally cast, and, by doing so, prevent it.
Cap asks what exactly stopped the spell. Strange admits he does not know. Twisting the timestream as they have done involves dealing with the primal fabric of the universe. Who can say what repercussions might result?
What of those slain? Ororo asks. Strange reminds her nobody died, as this night has yet to occur. A pity they could not make an exception for Selene, Ororo muses.
Xavier begins to ask Strange about Illyana. Strange replies he can only teach her little magic and she doesn’t truly need that knowledge, but the enlightenment and growth of her spirit. That can better come from those who love her.
Arilynn asks if anyone will remember. None but those in this room, he assures her.
Bitterly, Ororo points out that, as usual, the X-Men help save humanity and nobody knows. They are still outcasts. Nothing has changed! Not quite, Captain America corrects her. He knows and, for what it’s worth, he thanks them.
Ororo wonders what the consequences of their actions tonight will be. Have they saved the world or delivered it to a more terrible fate?
Elsewhere, in the subway, Jaime Rodriguez is about to be stabbed by a mugger, the moment the Master Spell will be activated. But that moment, a tall, pinkish, robotic being materializes. He wonders where he is and quickly identifies it as Manhattan. The temporal data are anomalous though. This is not where he was or is supposed to be. However, the immediate situation is that a crime is in process and a human life is threatened, so he blasts the mugger, obliterating him.
Jaime Rodriguez stumbles and the evil necklace falls from his jacket into the muck and dirt amidst the racks. The robot Nimrod helps up Jaime. He sees a poster of Dazzler brandished with the insult ‘mutie’ and observes that anti-mutant sentiment is prevalent in this society. Conclusion: if mutants exist, then true to his prime programming Nimrod must seek out and obliterate them…