Angel is livid with Marvel Girl’s nonchalant response about not being able to go with him and Iceman to help their team mates capture Grotesk. Iceman tries to calm Angel down, while Marvel Girl does not know what else to tell Angel.
At this moment, Xavier returns. He tells Angel that Cyclops and Beast will be fine. Angel is not convinced and continues to argue with Xavier. Angel wants to go back to the tunnels to help Cyclops and Beast, but Xavier commands him and Iceman to stay at the Institute. Angel does not understand how Marvel Girl, who obviously loves Cyclops, can be stone cold when Cyclops could be in danger.
Back in the tunnels, Beast and Grotesk are fighting it out. Cyclops deflects his optic blast on the machinery behind Grotesk and the rebounding blast hits Grotesk by surprise. But Grotesk is “barely fazed”. Suddenly, another “earth tremor” happens and Grotesk is distracted with a vision of someone operating the Nuclear Oscillotron. Grotesk quickly throws up a door between him and Cyclops and Beast so he can shake the X-Men off his tail. Cyclops is dumbfounded as to why Grotesk would throw a fight that he was winning.
Cyclops and Beast return to the Institute, where Angel tells Cyclops what happened earlier that evening between him, Marvel Girl and Xavier. Cyclops confronts Marvel Girl, who dodges his questions. When Cyclops tries to force his way in to see Xavier, Marvel Girl stops him and the rest of the X-Men telekinetically. Suddenly, Xavier telepathically tells Marvel Girl he is ready to talk to all the X-Men.
Meanwhile, Grotesk has located the Nuclear Oscillotron and barges in on Xavier, who had lured him to the Institute. Grotesk manages to activate the machine before the X-Men storm in. Angel blinds Grotesk with “searing light” from “solar orbs” Xavier keeps in the laboratory, but Grotesk is still able to fend off the X-Men.
While Grotesk is busy fighting the X-Men, Xavier and Marvel Girl seize the opportunity to shut down the Nuclear Oscillotron. Xavier is fully focused on the machine. Grotesk manages to overpower the X-Men to rush over to the machine. But Grotesk overloads the machine and the explosion kills him in the process.
Unfortunately, Xavier was too close to the explosion, and was also fatally wounded. He dies in Angel’s arms.
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