From the last issue...the X-Men plummet to the ground. Cyclops recalls what has brought them to this scenario. After his flashback, Cyclops commands the team as they fall with only 90 seconds before impact. He tells Storm and Banshee to grab two others and fly them to safety. He tells Nightcrawler to teleport to the ground. Nightcrawler tells him that he cannot due to the law of conservation of energy since his velocity would remain constant when he teleported and he would still impact the ground. Storm grabs Nightcrawler and Wolverine. Banshee gets Thunderbird and tells Cyclops he is coming back for him. Colossus metals-up and hits the ground. Banshee catches Cyclops just as he is about to hit and he joins the others safely on the ground.

Cyclops then has Nightcrawler teleport inside the base to open an access hatch. Nightcrawler makes it inside a maintenance tunnel and is suddenly struck from behind by Frog-Man. After a quick fight and a bit of teasing, Nightcrawler takes out Frog-Man and continues through the tunnel. Nefaria is watching him on a security camera feed, unbeknownst to Nightcrawler. Kurt opens the hatch and realizes that the Frog-Man has disappeared and probably is going to warn Nefaria of their plans. A smoke cloud suddenly floats down the tunnel and overtakes them. They burst through the tunnel wall and are met by military soldiers who open fire on them. Colossus blocks most of the bullets. Storm then sends a typhoon and flood at the soldiers and washes them down the tunnel. Then, Nefaria's Ani-Men attack. After a long hard battle, the X-Men prevail and head after Nefaria. They leave the unconscious Thunderbird and Banshee behind.

A little while later, Banshee and Thunderbird wake up and head after the rest of the gang. By this time, Nefaria has snuck by the rest of the group and jumps into his harrier jet. Banshee and Thunderbird see him making his getaway and jump on the jet as it starts to take off. Banshee yells at Thunderbird to jump off the plane so he can blast it with a sonic blast. Inside the mountain, Cyclops tries to shutdown the Doomsmith device and is telepathically contacted by Xavier. He tells them that the device is shutoff and they must get outside to help Thunderbird as he is in mortal danger. Outside, both Xavier and Banshee plead with Thunderbird to jump from the plane, but he continues to break into the cockpit. After destroying the controls, the plane suddenly explodes. Xavier screams out as the rest of the X-Men watch on in horror. As the wreckage hits the ground, it is apparent that Thunderbird is dead.

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