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The issue begins with Power Pack returning to where they had left their books (see the previous issue) in the storm drain – only to discover their school books are gone.
The scene shifts to the X-Men known as Kitty Pryde (and her adorable pet dragon, Lockheed) and Nightcrawler visiting the Morlocks down in the sewer. Nightcrawler is delivering poscards from Storm, who was in Africa, for Callisto while Kitty had brought Caliban a gift which was a brand new Sushi shirt.
The scene shifts back to Power Pack who is confronting the Morlocks who were inside the sewer, including: Ape, Piper, Tar Baby, and Erg. As the Morlocks take them, they mention that it’s for another of their fellow Morlocks named Annalee, who is suffering from depression. They enter the same chamber that Nightcrawler, Kitty and the other Morlocks are; and Ape draws the attention of Lockheed who flies around Ape, who loses concentration and allows Julie and Jack to escape. Nightcrawler inquires who those Morlocks are, and Caliban explains that they are the Drain Dwellers – living with Annalee, to keep her mutant powers in check – as well as Leech, a Morlock capable of cancelling out powers. He goes on to explain that Annalee’s children had been murdered by a surface dweller, which causes Annalee’s mutant ability (projected empty) to go wildly out of control.
Meanwhile, Julie and Jack return and help free Alex and Katie; and the four of them attempt to get away – only to discover all of their powers cease to work suddenly, thanks to the arrival of Leech. Annalee approaches them and knows all their names, from reading their school books; and the arrival of Dreamer, who can alter memories seems to make it so the children will forget their previous life. And then they would call on Masque, a Morlock able to manipulate flesh, to alter their appearance.
Elsewhere, Nightcrawler tells Kitty that he’s not ready to leave yet; because he suspects something unusual is going on with the Drain Dwellers that Caliban had mentioned.
Cutting back to Power Pack, Julie steals Leech’s kitten (which happens to be the same kitten that Power Pack rescued – showing that the luring of the children was all an intended trap by the Drain Dweller Morlocks). Leech chases after Julie, which allows him to get far enough for the powers of Alex, Katie and Jack to return. Nightcrawler and Kitty arrive and Power Pack assumes they’re Morlocks; but the Morlocks recognize them as X-Men and know that Storm is a part of the X-Men, and if word got back to her – since she had earned leadership from Callisto in a fight – that they would all be in trouble.
Julie returns with Leech and tells everyone to stop – as she’s learned that Annalee’s kids were killed by surface dwellers, and she wanted beautiful children. Julie tells Annabell to love Leech, but she refuses because he is ugly. Leech is told that at least the kitten will love him faithfully, even if no one else will.
The issue ends with Annalee watching from the street as the Power Pack team goes to bed.
The issue notes that it continues in Uncanny X-Men #195. In short, Annalee and several other Morlocks make another grab for the Power Pack children. The Power Pack kids realize that Dreamer has altered the memory of several people around them. Katie’s face is altered by Masque as she gets away (the rest are captured). Katie eventually gets to the surface, and it makes the news, which captures Kitty (of the X-Men)’s attention; who gathers a few other X-Men. The X-Men go and do a rescue mission and free the rest of Power Pack, who has their memories properly restored after being altered by Dreamer. Katie’s face is restored by Masque. Annalee challenges Callisto to the death, because she’d rather be dead than live with the memory of the loss of her children. Katie ensures her that she and the rest of Power Pack will visit her, if that would help her feel better, to which she agrees.