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The issue opens up with the Power Pack kids at home, watching television with Franklin. James and Miranda (the mother and father of the Power Pack children) tells them that it’s time to go to bed; Franklin asks why he can’t go home, and they explain that no one is answering their number.
The Power Pack kids awaken later to see an image of Leech, from the Morlocks, and another mutant who appeared to be gravely injured. They discover it’s Franklin’s doing from his “dream walking.” Power Pack decides to examine what’s going on and head into the sewers, where, to their horror, they seen quite a few dead bodies; then suddenly find themselves attacked by none other than the savage Sabretooth! Alex manages to blast a portion of the sewer wall that buries Sabretooth and allows them to escape. Next they run into Wolverine who tells them that they need to get out of here; because the people responsible for this are out to kill as many as they can and enjoy themselves doing it; and Wolverine can either let more people die and escort Power Pack out; or Power Pack can get out now and let Wolverine return to trying to save other Morlocks. Power Pack promises that they will leave the tunnels.
As Power Pack leaves; they take a side trip and find that Annabelle, and her children have been murdered by the Marauders.
At the X-Factor complex, Cyclops, Jean Grey, Beast, and Iceman escort Tar Baby, Erg, Ape and Dreamer to their complex where they’re greeted by the mutant, Skids.
Back down in the tunnels, Power Pack manages to find Leech, who is dragging a wounded Caliban. However, the reunion is cut short as three of the Marauders – Harpoon, Arclight and Scrambler find them. Alex absorbs one of Harpoon’s thrown spears and blasts the ceiling, giving them a moment to recover. Jack uses his gravity power to slam into Scramble and knock the wind out of him, then use his power to similarly slam his fist as hard as he can into Arclight, which sends her flying. Scrambler recovers and charges an unsuspecting Jack, only to be blasted by Cyclops. The three Marauders realize, with Arclight unconscious, they’re forced to drag her along and make their escape. X-Factor offers to take Leech and Caliban and tells Power Pack to get out of the tunnels.
On the surface, Jack realizes that his gravity powers have several new tricks he’s capable of doing; leaving Alex, who originally had the powers, and longer, feeling insignificant.