As a massive thunderstorm converges over Time Square, Jean Grey telekinetically lifts herself, Bishop and Colossus over the busy city streets. A camera catches the three and displays their images on the giant video screen that overlooks Time Square. Usually, the X-Men like to keep a low profile. However, it is not every night that the Morlocks take Manhattan.
Bishop looks at the Morlocks tearing up Time Square and tells his companions that he must have missed an important chapter on the Morlocks in the history books, because his studying made him think that they were a peaceful race. Colossus explains to Bishop that, as long as the X-Men have known them, the Morlocks were always content to live in the sewers. Which is where they would have been, adds Jean, if Masque hadn’t skin-shifted them into raving dementia before dying and leaving them leaderless.
Colossus looks up into the sky to see Storm still up there. Piotr explains to Bishop that Storm has still not recovered from her recent trauma. Storm is a claustrophobic person, says Jean, reminding Piotr of Storm’s predicament. Being entombed by the Morlocks as she had been was not beneficial to her. They will have to go on ahead without Storm and she can join up with them to help stop the Morlocks from hurting anyone, including themselves. As the threesome land on the ground, Bishop eagerly agrees with Jean and begins to shoot the Morlocks with his gun, adamant on using the techniques he has spent a lifetime perfecting.
Enraged, Colossus grabs the gun from Bishop with his right hand and blocks Bishop with his left arm. Colossus lectures the man from tomorrow about how the Morlocks have suffered enough at the hands of their enemies. He will personally throw Bishop back into his own era before seeing a Morlock hurt by an X-Man. Not intimidated, Bishop tells Colossus that he does not respond well to empty threats. “Good,” replies Colossus, “because I don’t make them.” The two stare each other down until Jean orders them to control themselves. They have a job to do. In her head, Jean adds that they also have precious little chance of getting it done, too.
In the mansion’s med-lab, Iceman is thrown against a table, which shatters into pieces. In his usual manner, Iceman tells Mikhail Rasputin and Callisto that, as soon as the Professor comes back, he is putting his foot down and demanding that the X-Men have no more houseguests. Callisto stands with Mikhail and holds his arm. She explains to Iceman that he will hear no argument from them, as they do not plan on being around when he regains consciousness. Mikhail agrees and points out that Callisto has recovered sufficiently from her attack at the hands of the Morlocks and she feels well enough to confront them. Surprised at what Mikhail said, Iceman points out that Callisto freaked out when she went from beauty to beast thanks to the Healer. Frankly, Mikhail isn’t even the guy he’d most likely vote most qualified to give psychiatric advice.
Enraged at being called mad, Mikhail shoots two blasts of energy at Iceman, who is hit and immediately paralyzed and suspended in a yellow and black field. Mikhail explains that he was trapped in an alternate dimension for ten years and was plagued by the memories of his dead people; they died because they trusted him. That reason, plus the fact that he is Colossus’ brother, says Iceman, is why he is going easy on him. Mikhail smiles and tells Iceman that he does not understand. He spent a whole decade by himself to perfect his mutant ability to channel all manners of energy, for example: ice to water. With that said, Mikhail uses his powers to instantly transform Iceman from a being of ice to one of water. Stunned, Callisto takes a few steps back from Mikhail and is scared at the power that Mikhail wields. Is he too powerful to control?
Simultaneously, in the Morlock Tunnels, Archangel reminds himself that he should be helping the other X-Men, but instead he is drawn to the spot where he lost his original wings. Archangel enters a dark room with a platform in the middle. He pulls down his cowl and looks at the wall on the platform with two holes in it and the stains of blood around each one. This is the place where Warren Worthington III died and the creature known as Archangel was born.
Elsewhere still, Professor Xavier travels down the tunnels. He senses Archangel’s anguish, and though it pains him to, he cannot afford the energy or time to counsel his student. While the others or fighting the Morlocks he must find the source of their frenzied state. It is obvious from their uncharacteristic rampage above and from the psionic interference that he cannot pinpoint, the Morlocks are being telepathically united in their thoughts. Suddenly, Xavier picks up stray thoughts screaming for someone to run and hide. Xavier is taken by surprise by the psionic call and is even more surprised to learn that it is of a higher level than he has ever experienced. Xavier follows the psychic call to its source and finds a young Morlock boy cowering in a narrow tunnel. Xavier deduces that his mind is connected to the other Morlocks and his own fear and confusion is being multiplied throughout his people. The X-Men’s only hope of stopping the Morlocks is by calming down this child.
In a building, the monstrosity known as MeMe attacks a large group of humans. While the humans beg for MeMe to get away, the Morlock tells them that he is just looking for fun. All he has to do is touch them and they will become a part of him. MeMe demonstrates this on a nearby human and, sure enough, the man is absorbed into MeMe and becomes an extension to grab more innocent humans. MeMe admits that his power is ugly but it is the only one he has. Colossus enters the room and tells MeMe that, if it is true, then he should refrain from using it. MeMe is impressed with Colossus’ shiny exterior, but Colossus ignores him and charges at the mutant, announcing that he cannot allow this madness to continue.
Before Colossus reaches MeMe, he wonders if he will hurt the humans trapped inside the Morlock as well. MeMe charges towards Colossus and tells him that his opinion matters naught. Colossus stops MeMe and lifts him over his head and explains that, as long as he is armored up, he is protected from MeMe’s flesh wielding power. Now, he can stop the mad Morlock from absorbing others into his form. With several of his other arms, MeMe punches loose from Colossus and triumphantly tells the armored man that he is missing the point. The longer he possesses a creature, the greater the chance that they will become part of him forever. Trying not to look phased, Colossus orders MeMe to surrender now or else he will be forced to hurt the Morlock and his captives. To himself, though, Colossus points out that, for each human that MeMe absorbs, he becomes stronger.
Jean “hears” Colossus’ thought and lifts up the remaining humans away from MeMe to help out her friend. MeMe sees Jean and threatens to absorb her, or Marvel Girl as he calls her, into him since his powers are useless against Colossus. Jean corrects him on her name change and politely declines his threat. Sadly, Jean thinks that she can only think of one way to stop him and heaven help them both if she has no other choice.
Outside, Bishop takes on a group of Morlocks with his fists. He apologizes for his technique, as he is more used to shooting his way through fights than fighting with his hands. One of the Morlocks mutters that Bishop is doing well. Bishop thinks that the Morlock wouldn’t think that if he knew Bishop had spent the last of his projected energy reserves. Bishop quickly comes up with a plan and loudly tells the Morlocks that he would be in trouble if even one of them possessed a bio-blast. A Morlock jumps into the group that surrounds Bishop and orders someone to get Monte, to which others in the crowd agree as Monte as a bio-blast.
Bishop “begs” the Morlocks not to get Monte, but thinks that the mutants need to hurry before he is overwhelmed by their sheer weight of numbers. Monte arrives and tells Bishop that he has a bio-blast, but the X-Man is not worth it. Bishop, who is being held back by the Morlocks, kicks Monte in the gut and calls him a coward for not even striking him when the others have subdued him. Angry, Monte shoots Bishop with a bio-blast and asks if it looks like he is afraid. No, says Bishop, but he is easily manipulated and gullible. He is a walking power cell that can take in energy and channel back out. Bishop absorbs the energy and does so. The Morlocks realize too late that they have been tricked. Bishop begins to lecture the mutants on how they should know their enemy, when a voice from behind tells him to freeze or else he will die if he makes one more move.
In a flash, Bishop pulls out his gun and swings around. The X-Man is startled to find several NYPD squad cars and a dozen officers all with their guns trained on him. One of the officers tells Bishop that he is wanted in the questioning of several murders. They can either bring him in, or bring him down, it’s Bishop’s choice. Bishop laments to himself that it was his duty as an X.S.E. officer to hunt down and execute the criminals from his timeline. Somehow, though, Bishop doesn’t think that his credentials will impress these officers.
Back at the mansion, Mikhail asks Iceman if this new form is more appealing. Iceman stands in the center of the room and asks Mikhail about what he just did to his body. Indeed, Iceman has undergone a radical change. With spiked hair, he is now has a completely translucent body, including all his internal organs. Mikhail boasts that he did nothing but show Iceman his full potential. Imagine the possibilities of a body completely made out of ice, not just the external shell that he creates when he manifests his powers. This is Iceman’s legacy. However, he is too involved in personal affairs to explore his destiny. What is you destiny, asks Iceman to Mikhail, other than to but into other people’s affairs and destroy them, like the way he destroyed his followers.
If he cannot interact with people without killing them, continues Iceman, then maybe Mikhail should go back into exile. With that said, Iceman sends a blast of pure ice, which hits Mikhail in the gut and sends him crashing into a wall. He is not the first “power jockey,” explains Iceman, who got carried away with his powers. However, he isn’t hip deep in dead bodies anymore. He apologizes for being presumptuous but Mikhail is among friends. If he reaches out, the X-Men will help. Mikhail looks at Iceman and realizes the truth in his words. He extends his hand to the X-Man and thanks him but, just as Iceman is about to help Mikhail up, the man tells him that he will manage on his own and then shatters Iceman into thousands of pieces.
In Storm’s attic room, Callisto smashes a pot with her fist and screams that it must be somewhere. The Morlock rummages through Storm’s closet and remembers that, when Storm defeated her and took leadership of the Morlocks, Callisto had given her the special item as a sign of trust. Callisto finds what she is looking for and pulls out her purple vest and holds it up. It was what she wore on the day she founded the Morlocks, so it is fitting that she wears it when she destroys them all.
Back in the sewers, Xavier gets out of his hover chair and proceeds to crawl through the narrow passage to where the mutant boy who is causing all this madness is. Xavier dislikes having to leave his wheelchair, but it seems he has little choice in the matter. From what he can gather from the boy’s thoughts, his name is Brain Cell and he is a touch sensitive psion, which means that he only way he can psionically control another is by previous physical contact. That is why his thought pattern is not affecting him or the X-Men. And, yes, Jean, says Charles, to answer her unspoken question, there are times that he despises his useless legs.
While crawling, Xavier begins to think about what he will do if he somehow ever meets the Shadow King ever again. Suddenly, there is a snagging sound, as Xavier realizes that, in the darkness, he got his pant leg caught in something. Jokingly, he reminds himself to schedule a Danger Room session, or physical therapy at the very least. He begins to pull and tears himself free. He falls back into the light and makes a horrible realization. He didn’t tear his pants. It was his leg that caught something. Since he cannot feel anything, due to his paralyzed legs, he could very well bleed to death! Xavier senses Brain Cell’s mad thoughts, which consist of stopping the X-Men, and finds that he is right next to the boy now. Xavier realizes that he must pity himself later, for the X-Men need him, just as much as he needs them.
Outside, Bishop regrets that it has come to this and begins to shoot at the officers with his energy gun. Suddenly, a gust of wind sweeps the officers aside, as Bishop’s blast explodes the police cruisers. Startled, Bishop thinks to himself that he only wanted to startle the officers, not kill them. Storm screams down to Bishop that her patience with his overreacting to everything is growing thin. Those police officers were only doing their job. Bishop explains that he was also doing his job and asks her what she suggested he do. Storm tells him that she suggests nothing and orders him to return to detaining the Morlocks. However, he should be assured that they will speak of this again. “Why don’t I doubt that?” asks Bishop, sadly.
Inside, Colossus pins MeMe to the ground and tells Jean that there is nothing he can do to reverse the process. MeMe boasts that there is nothing Colossus can do. As long as he lives, he will not give up his new additions. Suddenly, MeMe stops talking and expels all the humans he absorbed form his body, so that Colossus now stands above three naked men and the much smaller and thinner body of MeMe. Colossus notices that his victims are only dazed but there are no visible side effects. Colossus wonders what happened. I happened, says Jean. There was no other way. Jean cradles MeMe’s body in her arms and explains that she saw in his thoughts that MeMe was stalling. Another moment and his victims would have permanently been absorbed into him. She had no time, nor the ability to be subtle. Her only option was to telepathically reach into MeMe’s mind and turn it off. With that said, Jean begins to cry.
Below, Xavier hopes that his theory proves correct. Brain Cell, who is overcome by his mental powers that he doesn’t notice Xavier, orders the Morlocks to fear Storm. Xavier leans over and hopes that physical contact with the boy will break his connection to the Morlocks. Xavier touches Brain Cell’s chin and the boy and suddenly the boy’s mental commands fall silent. The child “wakes up” and asks Xavier if he is really Xavier, Storm’s friend. He saved him? Xavier explains that he only added his strength to his, which allowed his fellow Morlocks to act on their own accord. Brain Cell, whose real name is Kevin, asks about the thoughts that Masque placed in his head and all the horror he inflicted on this fellow Morlocks. Xavier consoles the boy and tells him that all that has passed. It is now a time for healing. Rest child, says Xavier, and know that you are forgiven.
Outside, Colossus is surprised to see the Morlocks begin to retreat back into the sewers. Bishop observes that the Professor was successful in targeting the Morlock responsible for the rampage. One of the Morlocks asks Colossus if they need a reason to retreat, as he follows his two friends back into the hole that Storm created. Another apologizes to some humans about the mess, as another tells his friends that he will see them down below. Bishop asks Jean what they are going to do next. Jean tells Bishop that there may be hope for him yet, if he is actually asking first. The three X-Men run down a stairwell, into the subway. Jean explains that the Morlocks are still out of control. The X-Men must stop them before they do something they will all regret. Bishop assures Jean that they will stop them, even if he has to pound each and every one into unconsciousness himself.
Back at the mansion, Callisto stands over the body of Iceman and tells Mikhail that she appreciates everything he did for her. Mikhail rubs his head and explains that he empathizes with her. Callisto asks Mikhail how he returned Iceman to normal. Is there no end to his energy manipulation power? None of which he is aware, responds Mikhail. Not that she cares, says Callisto, but is Iceman dead? No, replies Mikhail. Despite the constant pain in his head, he cannot willfully take the life of another. Disappointed, Callisto tells Mikhail, as she kisses him on the lips, that they will have to work on that.