Under the master spell of the ancient wizard Kulan Gath, Manhattan – separated from the rest of a world through a magical barrier – has become a barbarian fantasy ruled with an iron fist by Kulan Gath, with none of the denizens – including the heroes – remembering their true identity. With the government helpless and the magical area growing, all depends on the amnesiac heroes. Kulan Gath has captured Professor X and brainwashed several New Mutants – with the exception of Warlock who fled – and the Morlocks into becoming his personal guard, whom he has mercilessly hunt the unchanged Spider-Man, whose memory is meant as a punishment. Callisto is dispatched to capture Storm and the two women duel on a ship. Storm throws them into the water and they are swept through the magical barrier to the outside world, where they remember. They debate what to do, when an image of Selene appears before them. An old enemy of Kulan Gath herself, she has kept her memory and asks for their help to overthrow the wizard. Distrustful, the two heroines agree to return. Selene, in the meantime, has also brought Magma and Rachel Summers to her side. Elsewhere in Manhattan, the New Mutants chase Spider-Man. In a tavern, where several heroes – Wasp, Captain America and Starfox, as well as Nightcrawler and Rogue - currently are, the mutants mean to arrest Illyana Rasputin. Refusing to sit by, the heroes are quickly embroiled in battle with the New Mutants and Morlocks, who are getting Sunder and Colossus as reinforcements. When the heroes are about to be overwhelmed, Illyana helps turn the tide by using her Soulsword to break Kulan Gath’s brainwashing on her brother. However, the others soon overwhelm her. The heroes are saved by Selene, who drains the Morlocks of life. Unfortunately, Kulan Gath manages to easily capture Selene. Moments later, Callisto and Storm arrive. When more of the Wizard’s guards arrive at the tavern, the heroes are already gone. They have withdrawn to the Morlock tunnels where, despite the overwhelming odds, they decide to take the battle to Kulan Gath.

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