Moira frightens off Proteus with a rifle and iron bullets, just as he is about the deliver the final blow to Storm. The team regroups and Cyclops engages the members into a tussle, just to make sure there are no lasting effects on them after going up against Proteus, especially Wolverine, who was frighten off by Proteus powers. For the first time Wolverine respects Cyclops as a leader.
The team finds Proteus in Edinburgh, where he has come to kill his father, Joe MacTaggert, husband of Moira. Proteus takes the body of his father just as the X-men arrive for the final battle!
- This issue contains the Hostess Superhero Ad, Captain Marvel VS Professor Sneer