The issue continues the “Last Morlock Story” arc, as tensions escalate in the subterranean tunnels beneath Manhattan.

Bishop, Colossus, and Storm force their way deeper into the tunnel system, breaking through a wall along their path.

In a central chamber, they find Mikhail Rasputin seated above several Morlocks, with Colossus’s brother present among them. Mikhail has gathered the Morlocks around him.

Colossus is shocked to realize that Mikhail is his brother. Mikhail explains (in a blunt way) that he has grown disillusioned with life, and suggests his purpose here is to end the suffering of the Morlocks, including himself and Callisto.

Meanwhile, Jean Grey, traveling through other tunnels, uses telekinetic powers and communicates telepathically with Professor X. Xavier, still weakened from a previous encounter, warns Jean about focusing on locating Archangel.

Elsewhere, Callisto confronts Xavier. She challenges him to a fight to the death. Even without full access to his powers (because of his weakened state), Xavier manages to best her physically and knocks her out.

Mikhail then teleports both Xavier and the unconscious Callisto to his location. To heighten the stakes, he opens floodgates that hold back the East River, allowing water to pour into the tunnels. He claims it is his duty to drown them all, including himself.

The X-Men team arrives and attempts to reason with Mikhail. They realize he is not entirely insane, but deeply broken. They try to persuade him to stop.

Colossus makes a final appeal to his brother, but Mikhail refuses to relent. Using his teleportation powers, he sends the X-Men to safety— back to the surface— while gathering the Morlocks, Callisto, and himself in the rising waters.

As the issue ends, it seems that Mikhail, Callisto, and the Morlocks are overwhelmed by the flood—leaving their fates ambiguous (i.e. seemingly drow