Meanwhile, Xavier's School is peaceful and serene, with Colossus and Rogue working in the stables. Wolverine offers a hand, but is told to rest due to his recent ordeals, to which he responds in typical fashion: slashing things. In the kitchen, Magneto happens upon Kitty scrounging up munchies for her and Magik on during a study break. Magnus tells Kitty the junk food will ruin her dinner, to which Kitty replies with a flippant matter-of-fact response. It is obvious that she is still antsy around him (after UXM #150?).

Back outside, Nightcrawler attempts a teleport, but collapses in Logan's arms. Kurt is still weak, as well. The two are about to head off to a bar when suddenly a large purple, almost horse like Morlock erupts from the ground, crying desperately for aid, and then dies. In the infirmary, the nurse explains the Morlock suffered from blade and gunshot wounds and by rights should have died hours ago. Betsy Braddock, a new telepath on the staff, pulls images from the Morlock head, and explains the Massacre in the tunnels to the X-Men. Horrified, the X-Men are teleported to the tunnels by Magik while Magneto stays behind with the New Mutants.

Immediately they see the destruction, many Morlocks killed, and Callisto deeply wounded. Suddenly, Vertigo strikes. Storm, Colossus, Nightcrawler and Wolverine are able to withstand her assault due to previous exposure, but Riptide's blades make things difficult. While Colossus, Wolverine and Rogue try desperately to shield the wounded, Nightcrawler teleports and kicks Riptide before jaunting Vertigo several times to knock her out. This costs him dearly, and before Wolverine can get to him, he is mauled by Riptide, who quickly leaves.

Gravely injured, Nightcrawler is teleported back to the Mansion along with the rest of the still living Morlocks. Magik is sharply told not to bring the New Mutants into this killing ground, and the X-Men set off to find the Marauders, who continue their assault. Scalphunter mercilessly shoots Annalee and her children, but not before saying he killed her other children in UXM #193. Scalphunter returns to Arclight, and the pair are attacked by Colossus, who is sent through a wall by Arclight, and Kitty dives after him after phasing through Scalphunter's gunshots.

Elsewhere, Storm. Wolverine, Rogue, Callisto, and some survivors wander the tunnels. Logan thinks to himself that he 'smells familiar scents, and what are they doing here, and one of them--no, it can't be!' Suddenly, he pushes the other X-Men down as an optic blast rips through where they had just stood. He explains all the original X-Men are in the tunnels, though he doesn't mention Jean. Before they can investigate, Colossus, Kitty and some survivors crash through a tunnel wall. Annalee quietly dies in Callisto's arms just before Harpoon, Scrambler and Riptide attack. Scramblers' powers don't affect Storm, who nearly KO's him with Callisto's help. Wolverine and Harpoon take each other out, as Riptide again hurls an onslaught of blades at the group, which kills many.

Colossus tries to shield as many as he can, but he is hit by Harpoon, who is on his second wind. Rogue finishes Scrambler, but not before he neutralizes her powers, and she nearly passes out. Harpoon slips past Peter and shoots for the helpless Rogue, but as Kitty attempts to phase her, she is struck. This sets Colossus off, and he grabs Riptide, who is nearest to him, and snaps his neck, killing him. He then looks to do the same to Harpoon, but he has fled with Scrambler. The fight is over, and all the X-Men attempt to help the wounded. When Logan and Storm reach to help Kitty, they slip right through her, and Kitty exclaims that she can't unphase. The X-Men and the survivors drudge onto the Morlock rail car, which will take them back to Westchester. Storm tells Wolverine to stay behind, and garner a prisoner for interrogation, since they know nothing of the Marauders. One prisoner is all she needs; the rest are Wolverine's to deal with.