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After the shocking events of last issue, the students of the Xavier Institute take their stand against Belasco, but do they have any hope of defeating the powerful demon sorcerer? And deep in the heart of Limbo, Anole and Pixie make a deal with another devil, a much blonder and more Russian devil by the name of Illyana Rasputin, while an earth-bound Surge and Hellion try to find a way into Hell. Part 2 (of 4)!

The mutants fight back against Belasco but with little success. Elixir uses his newly-acquired medical knowledge to build David a new heart to replace the one Belasco ripped out. X-23 frees Dust and Mercury only to have her skeleton mystically removed by Belasco. Illyana sets her sights on Pixie and the others spring to her defense but are handily brushed aside at the Darkchild’s might. Trance breaks free long enough to tell Surge and Hellion who has taken them and that Belasco is killing them and has already killed David. ONE cross-references this info and locates Amanda Sefton. Surge and Hellion insist on helping. Dust and Mercury fight valiantly against Belasco, finding courage and motivation to overcome their fears. Distraught to hear that her friends are in pain and at death’s door, Pixie gives in to Illyana’s demands… offering her own soul to form a new soulsword in the hopes of defeating Belasco!

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