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In the canals of Venice, Excalibur's jet has been sunk by the mutated aliens, the Sidri, who hold Nightcrawler captive. Pete Wisdom pulls Meggan and Douglock to the surface, where he resuscitates them. In the Sidri ship at the canal's bottom, Colossus and Nightcrawler battle the Sidri bounty hunters.

Meanwhile on Muir Island, Moira MacTaggert is in self-imposed quarantine with Rahne Sinclair, who has joined Moira, risking exposure to the deadly Legacy Virus. Moira reluctantly accepts her company.

Back in Venice, Meggan exposes the submerged Sidri ship so she, Wisdom and Douglock can access it to join their teammates. Using their powers in tandem, the trio damage the ship, forcing all combatants to the surface. The battle ends as Douglock donates his Phalanx components to the aliens, curing their mutation and enabling them to rejoin their race.

Kitty Pryde returns from her S.H.I.E.L.D. mission with Lockheed, who now acts spooked. Kitty is unaware that Lockheed's behavior is caused by her stuffed Bamf doll, which has suddenly taken on sinister characteristics.

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