Evening in Manhattan:
The New Mutants and X-Terminators exit a movie theater. Cannonball chides the alien Warlock to disguise himself (ignoring the fact that they are all in uniform). Someone will see! Warlock rebuts that they are in a dark alley.
What now? Sam asks. Boom Boom wants to go to the arcade she used to play. Rusty points out little Illyana is dead on her feet and they have a long flight ahead of them the next day. Skids and he will take her and grab a quiet dinner. But what about their costumes? He carries Illyana, who is about to fall asleep. Boom Boom rudely mocks their dinner plans, claiming he and Skids just want some alone time. The arcade is dark and, besides, everyone wears spandex. Skids tells them to meet her, Rusty and Illyana at Bryant Park at 8. They leave after moon rise.
Still discussing the movie, Sunspot opines the robot monsters were a joke. They could have taken them easily. Mirage retorts that they have powers. He accuses her of being cranky. She apologizes. She’s got a headache. It’s probably just her worrying about getting Illyana back to Russia.
Half a world away in Nepal, hidden under Kanchenjunga Peak, lies Apocalypse’s secret lair. His hound Caliban notices that his master seems unusually perturbed and asks if he can help. Apocalypse replies he is concerned that the Celestials may be disappointed with X-Factor, the sample he allowed to leave aboard Ship. Those monstrous giants’ displeasure could result in their return to Earth and a premature judgment. Humanity - mutantkind – may need to become much stronger if the need to confront the Celestials arises.
Caliban has an idea as he leaves his master’s side. The Horseman War asks him where he is going. Caliban replies that their master will need to replace their missing horsemen. He is going to enter the Morlock tunnels and search for potential recruits. War is disgusted at the idea of Morlocks taking the place of Pestilence and Death, and Famine asks if most of the Morlocks aren’t dead. Caliban reminds her he is a mutant detector and he senses more Morlocks have survived. The two Horsemen scoff considering them weak, worthless freaks who aren’t any match for them.
Caliban begins to teleport, taking them along. The strongest survived, he tells them, and their power may surprise them. Test them if you dare!
Apocalypse watches wordlessly.
They reappear in the “Alley,” the Morlocks’ main tunnel. Witnessing their arrival, a group of Morlocks believe them to be Marauders and flee. Famine wants to give chase, but Caliban tells her that those Morlocks are not equipped for battle. But there are others here who are, and he will find them.
The Morlock group, led by Mole, search for a safe place with lots of people upworld. They end up in a certain arcade, where Rictor, annoyed at Boom Boom’s winning streak, shakes the gaming machine with his powers. Angrily, she is ready to throw a time bomb at him but then panic breaks out as other people see Mole and Chicken Wings. Boom Boom throws the timebomb to distract others allowing Warlock to trap the two Morlocks.
Dani hears sirens. Chicken Wings suggests they leave through Mole’s tunnels. He fears the Marauders are back in the Alley. Last time, they took his arm. He fears now they want to finish them all. The New Mutants follow.
Warlock announces they must help them. Rictor reminds him they promised X-Factor they wouldn’t do anything stupid. Surprisingly, Boom Boom forcefully retorts that helping people isn’t stupid!
Dani warns the others that a death aura surrounds Mole and Chicken Wings. Unless they help, the two Morlocks will die. They agree to help and follow them to the Alley.
There they see Famine and War torturing the Morlocks Tar Baby and Beautiful Dreamer, although they are bored, as the Morlocks don’t put up any fight. Famine wonders where Caliban is. Cannonball shouts at them to drop the Morlocks. War is unimpressed. He slams his hands together and the ensuing shockwave knocks them to the ground.
Rictor realizes Wars power is similar to his. Another clap like this could make the tunnels cave in, perhaps even damage the buildings above!
Several tunnels away, Caliban has found Feral, Masque, Erg and Healer. He hears the sonic boom from War’s power and curses.
Cannonball flies at War, who manipulates his movement steering him toward Famine. War tells her to drain Sam. Wolfsbane attacks her and gets drained. Warlock wants to help and falls victim to another of War’s thunderclaps.
Caliban comes, running fearing that War’s power will collapse the Alley.
Rictor has a similar fear, which is why he doesn’t use his power. Boom Boom wants to throw a timebomb but Mirage warns her that, if she does that, they will all die!
Caliban joins them and wonders aloud what Rictor and Boom Boom are doing here. Rictor warns Boom Boom that he isn’t their friend anymore. He works for Apocalypse! Boom Boom realizes those creeps aren’t Marauders but Apocalypse’s horsemen. She accuses Caliban of being a part of this. Four of them down, she mutters, and Dani is getting worse. Rictor wonders if Dani’s headaches are some kind of attack. They don’t know what to do.
Caliban orders the Horsemen to leave the children alone, but they mock him and intend to bring the walls down on them. Warlock intervenes but gets taken out by War. However, Mirage gets her second wind and summons War’s greatest fear – of Apocalypse suddenly appearing. When War moves his hand through Apocalypse’s body, he realizes he is just an illusion.
In the meantime, Famine has drained Caliban. She tells War to crush them all before their master arrives for real.
By that time, a more powerful group of Morlocks, including Masque, Healer, Erg and Feral, arrive. The mutants warn them not to let War clap his hands or he can bring down the tunnels on them.
Feral attacks Famine, who holds her own. Erg wrestles with War and Masque transforms War’s face, making it hard for him to breathe. Erg uses his energy on Famine, then he turns accusingly toward Caliban, who tells him it wasn’t supposed to happen like this. Mole and Chicken Wings defend the New Mutants, who helped them till the others arrived, and ask Healer to help them. Erg tells Healer to proceed and he starts with Sam, who thanks him politely. Erg turns to Caliban, demanding why he has brought enemies into their tunnels. Caliban explains he joined Apocalypse to gain power to get revenge on the Marauders, not to become Marauder-like himself. Feral asks why he is here then, to which Caliban announces that his master fears an invasion is coming. He needs the strong. In return, he offers power, if they agree to serve him.
Feral, Masque and the other Morlocks let him know in no uncertain words what they think of him and his offer. They refuse to become monsters like those they just faced… and like Caliban has become!
Caliban turns to the New Mutans with the same offer and gets the same reply.
Masque wants to kill the Horsemen in revenge. Caliban intervenes and tells him their fates are up to Apocalypse and teleports the three of them back.
Is he going to tell him? Famine asks weakly. But Caliban knows that Apocalypse is aware of what has transpired. He bows to Apocalypse, who asks him what he has learned. Caliban replies that at this time both the Morlocks and New Mutants are averse to joining them and it was not his place to initiate contact. Apocalypse muses that may change. Boom Boom, Sunspot and Rictor are possibilities, given their pasts and their hidden pain, but for now they aren’t ready. He orders him to carry War and Famine to the biolab and not let them join him again. For now, he hunts alone!
In Central Park, the New Mutants apologize to Rusty and Skids for keeping them waiting. Skids replies, if they were in a fight, she hopes they won. The others give a rather rambling report of what happened, then Warlock turns into an aircraft and they travel towards Russia to take Illyana home.
