Magneto had tricked the Fantastic Four and the Submariner, Prince Namor, into fighting each other. He also captures Invisible Woman, and plans to use her as hostage against both Mr Fantastic and Namor.
Meanwhile, Angel is still insistent that Lucy release Lorna and Havok from their pods. Professor Xavier appears to them in a mental projection, instructing them how to release Lorna and Havok safely.
In the meantime, Cyclops, Marvel Girl, Beast and Iceman are holding their own against Mole Man’s underground monsters. The monsters are proving resilient to their mutant powers, with alien minds resisting Marvel Girl’s telepathy and the ability to “withstand all extremes of temperature”. Cyclops spots Mole Man reaching to a panel on a wall. Cyclops does not dare destroy the panel, so Iceman attempts to freeze it, but freezes Mole Man’s hand to the panel instead, and the controls are activated. The floor collapses and the X-Men are knocked out by the amplified echoes of their voices from the chamber below.
In Illinois, Mrs Martin drives Ashley to school, leaving Xavier alone in the house in his comatose state. Ashley is curious as to why Xavier is in her house, having no memory of the Sentinel incident. Mrs Martin is unable to answer Ashley’s questions.
With his mental projection, Xavier instructs Lucy to accelerate the “internal chronometer” so Havok’s pod will register minutes passing as years. But without Havok’s uniform to control the power built up due to “the illusion of accelerated time”, the pod explodes, and the blast subsequently damages Lorna’s pod. Lucy returns Havok’s uniform to Havok. Angel convinces Xavier that the Fantastic Four will be able to deal with Magneto for the time being, and it would be better to find the rest of the X-Men before joining Xavier in New York. Xavier insists that Havok join him in New York. Havok refuses to leave without Lorna. Lucy uses her powers to place a “suggestion” in Havok’s brain, making him change his mind and obeys Xavier’s orders.
Lucy directs Angel to a system of tunnels. Lost on his way in search of the X-Men, Angel is ambushed by the Eternals, Pixie and Ikaris, and temporary turned in to stone. The Eternals escort Angel to Mole Man’s hideout. The tunnels were built and abandoned by the Deviants, and taken over by Mole Man. Mole Man had used Deviant technology to move the X-Men miles from where Angel was, and Angel would have a hard time finding his team mates.
Havok is back in New York. Xavier wants Havok to make his way to Battery Park without detection. But on his way, Havok decides to take out some of the Submariner’s soldiers, and is ambushed by an angry mob of New Yorkers. Havok uses his powers in self-defence to stun them, but is chased down the street by more civilians.
Magneto has now captured the Invisible Woman, as well as “Namor’s beloved Lady Dorma” so he could control Namor. Magneto has plans to destroy the Fantastic Four for messing with his plans.