| Synopsis
| - The Marauders have come to the Morlock Tunnels on behalf of their employer to eliminate the Morlocks. Finding their first batch of victims, Scalphunter attacks first with his specially-made gun, blasting some of the Morlocks away. When one superhumanly strong Morlock attempts to counter attack, his powers are nullified by Scrambler, who leaves him vulnerable to Riptide, and Scalphunter. The Marauders soon storm their way into the Alley, where they unleash a full-scale assault on the unprepared Morlocks. After a number of Morlocks are slain, Callisto orders the others to flee the scene. In order to cover their tracks, she has the Piper use his flute to summon the rats, alligators, and bats that populate the sewer to block their attackers.
Meanwhile at the X-Mansion, Wolverine goes out to the small barn on the property to offer aid to Colossus and Rogue, who are baling hay. When they decline and tell him he needs to let his body heal, Wolverine angrily cuts Colossus's pitchfork in two and storms off. When Wolverine storms off, Colossus notes that it's taking longer than usual for him to heal from his injuries. Inside the mansion, Kitty is caught raiding the fridge by Magneto. When Kitty explains that she's cramming to catch up with her classes, Magneto allows her to continue, and she brings her bounty up to Illyana to share. Back outside, Nightcrawler attempts to surprise Wolverine by teleporting, but finds that while he has regained the ability, it is painful for him to accomplish. The two are about to step out for a drink when suddenly one of the Morlocks digs out of the ground. On the brink of death, the mole-like Morlock tells the two X-Men that they are the Morlocks' only chance at survival before he expires. The Morlock is brought into the mansion, where his body is examined by Storm, Magneto and newcomer Betsy Braddock. They learn that someone is trying to wipe out the Morlocks. When Storm decides to take the X-Men down into the Morlock tunnels to investigate, Magneto offers to join them. Storm refuses, telling him he has a responsibility to the New Mutants, and that he should remain behind just in case the X-Men are targeted next.
The X-Men are teleported into the sewers by Colossus's sister Magik and as they travel through the sewers they come across a mound of bodies, some alive, some injured, including Callisto, who is only slightly wounded. The complete disregard of life shown sends the X-Men reeling, and so they are open to an attack by the Marauder known as Vertigo and ambushed by Riptide. As Colossus and Rogue shield the others, Nightcrawler uses his powers to get the drop on the two Marauders. Taking out Vertigo with multiple teleportations leaves Kurt weakened and open for attack by Riptide, who knocks him out and flees the scene with his unconscious comrade. Storm orders Illyana to teleport Nightcrawler and the wounded Morlocks back to the Mansion, and tells her to stay put. Storm, the rest of the X-Men and Callisto then move forward, determined to stop the Morlocks from causing any more deaths before it's too late.
This is a faint hope, as the Marauder known as Scalphunter has tracked down Annalee. He tells her that he was the one who killed her children, before he shoots her and a few of the young Morlocks. The gunshots lead Colossus and Shadowcat to Scalphunter's location. When the two X-Men attempt to attack Scalphunter, his teammate Arclight knocks Colossus clear down the tunnel and caves it in, separating him and Kitty. When Scalphunter attempts to shoot Kitty at point-blank range, she is saved by her phasing powers. Shadowcat warns the Marauders that she could use her phasing powers to maim them horribly, but decides her teammate is more important, and flees through the rubble to check on Colossus. As the other X-Men and Callisto travel through the tunnels, Wolverine pushes Storm down before she can be struck by what appears to be one of Cyclops's optic blasts. Before they can go investigate, Colossus smashes through the wall next to them and Kitty hands over Annalee, who bravely shielded the younger Morlocks with her body. Her dying words to Callisto are that she was shot by the man responsible for killing her children.
Before the X-Men can do anything more, they are attacked by Scrambler, Riptide and Harpoon. While Wolverine and Harpoon both seriously injure each other, Scrambler attempts to scramble Storm's mutant powers. As Storm has none at the time, he leaves himself open for attack by both she and Callisto, who severely beat him. The fight is scattered when Riptide unleashes another flurry of his throwing stars at the X-Men and their allies. While Colossus is attacked by Harpoon, Scrambler attempts to use his powers on Rogue. However, their similar abilities cause feedback that causes both to be knocked out. Open to an attack by Harpoon, Rogue is saved when Shadowcat steps in the way and is struck by the harpoon. By this point, Colossus, having lost his temper over the Marauders' lack of care for other living beings snaps Riptide's neck. He then turns his attention to Harpoon, but finds that he and Scrambler have fled the scene.
In the aftermath of the battle, the X-Men are horrified to find that Harpoon's attack on Kitty has injured her to the extent that she cannot unphase herself, making Rogue blame herself for the injury. Storm orders the X-Men to help bring the wounded Morlocks back to the X-Mansion. When Wolverine asks what they should do next, Storm coldly tells him that they only really need one prisoner - the rest of the Marauders can be handled as they see fit.
This story is continued next issue...
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