Ultraforce and Foxfire team up to find what is causing the disturbance in the sewers. Black Knight and Foxfire team up and find Sludge trapped in a tunnel when they are attacked by Mastodon. Mastodon is able to take down the Black Knight and Foxfire defeats Mastodon. After the battle, Mastodon reverts to his human form, a teenager named Timothy Halloran, and Ghoul explains about his part with the Exiles. Foxfire and Ultraforce then part ways.
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