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Eric the Red is attacking Mesmero and his army, while Magneto is injuried from his last battle against the X-Men. He defeats the mutant and run towards Magneto's room, but Lorna Dane stops him. Eric then tells her that he want to join Magneto and rule the world with him.
Marvel Girl, Beast and Angel break in Mesmero's HQ, but Eric the Red spots them. But then, he reveals that he is actually Cyclops, disguised as a villain to infiltrated Mesmero's HQ. The X-Men make a trap to destroy Mesmero army, but is Iceman who get caught in the trap, while he is trying to warn the others about something he discovered about Lorna.
Mesmero and his army see Iceman and the others and again a battle starts, with Iceman knocked out. The X-Men were winning and then Magneto tells Lorna to attack them, and she does, because she thinks she is her daughter. Iceman then tells her that she isn't actually Magneto's daughter. Then she helps the X-Men in the battle and to defeat Mesmero, but Magneto escapes.
Second story: "The crimes of the Conquistador"
El Conquistador wants to use Hank McCoy to steal a power source for his evil plans, and uses Hank's parents to obligates him. Professor Xavier orders Cyclops, Iceman and Angel to go to El Conquistador's castle and rescue Hank. Meanwhile, Hank do steal a power source and gives it to El Conquistador.