Power Pack and their parents are watching TV. Franklin Richards is there too, as his parents, the Fantastic Four, are away on some mission. The news on TV mention the X-Terminators attacking X-Factor (actually a mock battle to ensure X-Factor’s cover in X-Factor #7). The kids think that X-Factor are dangerous, as many of their friends are mutants. The kids are sent to there bedrooms. Alex and Jack make fun with each other. Their powers have recently been switched (Power Pack #25) and Jack uses the gravity power that formerly was Alex’s to hurl his brother through the room. The parents still don’t know about their kids having super powers. They wish everybody good night, Franklin sleep with the boys.
At night a vision appears in their bedroom. It’s Leech holding Caliban. Alex and Jack wake up and Julie and Katie come into the room since they heard the noise. The image fades as Franklin wakes up. He tells that he dreamed of being in some dark tunnel where a war happened; apparently his powers interacted with Leech’s and Franks dreamself could not approach the power negator. Instead Franklin by instinct must have transported Leech’s dreamself into their bedroom. Power Pack fears that the Morlocks are being hunted by X-Factor and decide to investigate. They switch into costume and Katie flies the team to the sewers. She enjoys having Julie’s light power and Julie too feels comfortable with jack’s mist power. Alex insists that Jack wears his wings, he used them to glide, when he still had the gee power. Reluctantly Jack puts them on, but announces to find a better codename than Gee. The others too think about new names and come up with The Destroyer, Molecula and Starstreak. Finally they reach the Morlock tunnels and hear screams.
Nearby Scalphunter is shooting many Morlocks. Leech and the unconscious Caliban are hiding in a pipe and fortunately Scalphunter does not see them.
Power Pack search for their friends and are shocked to see so many dead bodies. Suddenly Sabretooth jumps at them out of the shadows. Katie takes Franklin to safety. Molecula can’t be harmed in her mist form, but the boys have to fight. Sabretooth rips through Jacks wings, while Alex prepares to fire an energy ball. Back when Katie had that power he always ordered her to use it agressively, but now he himself has doubts about killing an opponent. Instead he destoys the wall above Creed, leaving sabretooth stuck in debris. The kids run away, right into Wolverine’s arms. He tells them that it’s too dangerous and makes them promise to leave, before he heads deeper into the alley to save some Morlocks. Of course they have no intention to leave without Leech, and they did not promise when they would leave. After a short while, the team finds the rooms where Annalee lived, and inside they find her dead body.
Miles away, X-Factor have brought some Morlock survivors (Ape, Beautiful Dreamer, Tarbaby and Erg)to their complex. Although he himself is injured, Cyclops decides to return into the Alley. He abandoned his wife and his baby in Alaska, but he won’t abandon anyone else, and in the tunnels are many people that need their help. Marvel Girl, Iceman and Beast agree and they head back, although none of them are in top shape.
Meanwhile Power Pack has found Leech and Caliban, but as they get within Leech’s range, their powers are cancelled. Julie takes Leech out of range, so that Jack can use his gravity control to lift Caliban, when suddenly three Marauders arrive. They can barely dodge Harpoon’s energy lance, and Arclight’s shockwave shakes them up. Scrambler negates Katie’s light power and slams her into Jack. Franklin knows that he has to distract Arclight from hitting anybody and fools her with a dreamself, long enough for Julie to become very small and dense. As she hits Arclight, the marauder feels the pain, but it’s not enough to take her out. She punches the dense Molecula into a wall. Alex catches a second harpoon with his body and transforms it into pure energy to crash the ceiling on the villains, but they quickly dig themselves out. Jack desperately searches for some object to use his gravity powers on, but lacking any weapon, he uses his power on his own fist and hits Arclight full force. The tough mutant is rendered unconscious and falls backwards. Stunned by his own success jack fails to recognize Scrambler behind him, but the X-Terminators arrive and Cyclops shoots his optic beams. Outnumbered the marauders retreat.
Jean checks on Caliban and thinks that he’ll recover. Julie too is ok, in her dense state she was not injured and comes out of the hole in the wall. Leech starts crying, he wants his mama, but sadly Power Pack have to say that they found Annalee’s dead body. Leech cries even more and they all hug him. Cyclops asks Leech if he knows any of the other Morlocks they earlier rescued, and promises to take him to safety. Beast and Iceman are assigned to take Caliban and Leech to the X-Factor building. Power Pack realize that it’s early in the morning and they hurry back home through an air shaft, leaving Scott and Jean behind to search for the Angel and little Artie.
Soon after, the kids come out of the sewers and talk about how Jack defeated Arclight. He found a new way to use the gravity power.He then uses it on himself and runs up a building and jumps around a streetlamp. Jack gives Alex the tattered wings back, not needing them with his new abilities. Alex thinks that all the others are doing fine, while he hesitated to use the enrgy powers on a living being.