TWILIGHT of the MUTANTS Erik the Red, a potential recruit for Magneto's mutant army in the Mutant City, is brought before Mesmero, who believes the new comer should be destroyed. However, Erik the Red easily defeats Mesmero's Demi-Men with the force beams fired from his hands, forcing Mesmero and the others to flee, but they are buried in rubble caused by the fight. Traveling through the complex, Erik comes across Lorna Dane who is lost in thought over her loyalty to Magneto, whom she just learned is her father. Lorna attempts to defend herself but Erik the Red informs her that he has come here to join Magneto's mutant militia. Lorna confronts her father to get his decision. Strapped for new recruits, Magneto accepts Erik's offer to join the group and she tells the new comer the decision. With Erik's approval, Lorna orders him to help her free Mesmero and the others from the rubble.
Meanwhile, Marvel Girl, Beast and Angel spring into action, initiating their plan, Operation: Twilight, and return to the Mutant City. While inside the main complex, Erik and Lorna have succeeded in freeing Mesmero who expresses his distaste in Magneto's decision to allow Erik into their ranks, but accepts it out of loyalty. Erik tells Lorna and Magneto that he doesn’t trust Mesmero and asks her to monitor him to which he is granted permission. However, when left alone with Lorna, Magneto tells her that he trusts neither man and says that they are both capable of treachery.
The X-Men meanwhile have been sneaking through the complex and cross paths with Erik the Red, who turns out to be none other than Cyclops in disguise. The group prepares to sabotage the base in an attempt to destroy the Mutant City and crush Magneto's army. When they hear footsteps they attack the source quickly, realizing that it's just Iceman, who has come to seek out Lorna on his own. The commotion alerts Mesmero who catches "Erik the Red" with the X-Men and attacks with his Demi-Men. As the other X-Men battle off Mesmero's minions, Marvel Girl pits her mental powers against Mesmero's hypnotic abilities.
Watching the battle unfold, Magneto orders Lorna to attack the X-Men, a command which Lorna complies with. However, on the way she is confronted by a revived Iceman, who tells her that she's been lied to by Magneto. He tells her that he has spent the past few days looking into her background and learned that both of her parents died in a plane crash just shortly after she was born, making the fact that Magneto is her father an impossibility. Accepting the truth, Lorna agrees to help the X-Men and with her magnetic powers, turns the table on Mesmero and his Demi-Men, saving the X-Men from defeat. Revealing to Magneto that she has learned the truth, she denounces him. Fleeing the scene, Magneto tells the X-Men that he has set the Mutant City to explode in 60 seconds.
The group flees the scene, just barely surviving the blast when Iceman shields them from it with an ice shield. With the battle over, the X-Men return to New York accepting Lorna into their ranks.
The Crimes of The CONQUISTADOR Henry McCoy has been captured by the Conquistador who wishes to exploit the mutant for his plans for world domination. To insure Hank's compliance, the Conquistador has captured Hank's parents and threatens to kill them if Hank should refuse to help.
Seeking to recruit Hank into his school for mutants, the Professor sends Iceman to visit with the young mutant but they learn that Hank and his parents have gone missing. The Professor goes to his study where he operates his first version of Cerebro to try and track down the McCoy family. Locating them, he orders Cyclops, Angel and Iceman to get ready for action.
The Conquistador meanwhile, has forced Hank to use his powers to break into a government facility to steal an experimental new nuclear reactor. Hank succeeds in his task, but still manages to set off the alarm; however he manages to escape thanks to his mutant abilities. Giving the reactor to the Conquistador, Hank asks if he and his family can be set free. The Conquistador strikes Hank and tells him that he will only be allowed to go once he is no longer useful to the Conquistador's cause.
