Erik the Red is brought to Mesmero. Erik easily defeats the mutant squad. He also uses his energy beam to start a “chain reaction” of explosions, causing Mesmero and the mutant squad to flee.
Lorna remains conflicted. On one hand she believed Iceman when he told her Magneto is evil. But on the other hand, she could not betray her father. Erik runs into Lorna, and he proclaims to her that he has come to join Magneto. Magneto accepts Erik into the fold, and names him deputy leader while he is recovering from his injury. Lorna distrusts Erik, and Mesmero will not be easily persuaded to follow the lead of a newcomer.
Back in San Francisco, Marvel Girl receives a telepathic message from Cyclops, telling the X-Men that it is time to commence “Operation Twilight”. Marvel Girl relays the message to Beast and Angel. The three X-Men race off.
Meanwhile, Lorna has brought Erik to see Mesmero. Mesmero is disgruntled, but nonetheless accepts the command from Magneto to obey Erik. Lorna begins to suspect that Erik is not who he says he is, because she does not sense an evil in Erik like she does in Magneto. Magneto warns Lorna not to trust either Erik or Mesmero.
Beast, Marvel Girl and Angel have infiltrated Magneto’s lair once again. They are spotted sneaking around by Erik. Suddenly, Marvel Girl runs up to embrace Erik, who is actually Cyclops under cover.
Beast and Angel start setting up their ambush for Mesmero and the mutant squad by lining the floor with “copper tape”. They hear footsteps approaching and turn on the electricity. Unfortunately, it was Iceman coming after them to tell them he truth he had learned about Lorna. He is electrocuted instead.
Mesmero walks into their reunion and Cyclops’ cover is blown. Mesmero foils the X-Men’s well-laid trap. Beast hurries to get Iceman to safety. Angel is outnumbered by the mutant squad. Mesmero attempts to use his powers on Beast, and is telepathically attacked by Marvel Girl. The mutant squad uses their “energy cannon” on Cyclops. Mesmero and Marvel Girl are still locked in battle. While Beast knocks out the mutant squad one by one. Magneto sends Lorna into the fray.
Iceman intercepts Lorna to let her know that Magneto tricked her into thinking that he is her father. After telling Lorna of her true parentage, she switches her allegiance and heads off to settle scores with Mesmero and Magneto.
With Lorna’s help, the X-Men defeat Mesmero and the mutant squad. Magneto seizes the chance to escape. But not before setting off his lair to self-destruct. The X-Men and Lorna make it out in time. Lorna sees to it that she nurses Bobby’s recovery herself.
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