After rejecting and shunning the X-Men, Nightcrawler is out on his own. Feared and hated for his appearance--he seeks refuge in the sewers, a subterranean safe-haven for mutants known as The Underneath, and the home of THE MORLOCKS.
Nightcrawler finally finds the entrance to the Morlock’s hideout and is greeted by Callisto. He’s surprised and impressed by how complex and functional Morlock Town is, but Callisto tells him he shouldn’t be, and that expecting the worst from mutants is a surface-dweller misconception. Callisto introduces Kurt to Sparks, a young mutant whose electricity powers run the entire place, tells him other things about Morlock Town, and asks him if he wants to be a part of what they’re doing. Nightcrawler says yes, and faster than he can react, Callisto kicks him across the room. She tells him to protect himself, and that they’re forming an army for the mutant/human war that’s coming. Nightcrawler has to prove himself if he’s going to stay.
Callisto tells Caliban, a mentally slow, but physically normal mutant, to attack, and he does. He says he’ll prove that Nightcrawler isn’t worthy and he won’t let him have his stuff. Nightcrawler gets hit once but quickly turns the battle in his favor, using his acrobatics to outmaneuver Caliban and throw him far away. Caliban gets angry and charges Nightcrawler. He grabs the fuzzy elf and starts to transform into a monstrous giant. Kurt teleports out of his grasp and before Caliban can go after him again, Sunder, the Morlock’s leader, arrives to show Kurt around. Elsewhere in Morlock Town, Toad sneaks around.
In the X-Mansion, Jean tells Scott that he shouldn’t have trusted Toad to go talk to the Morlock’s. Scott says that Toad was perfect for the task. He looks like the Morlocks, dresses like the Morlocks, and he was the first person who told the X-Men about them. Cyclops also tells Jean that the school needs students and that the Morlocks could be those students, that’s why sending Toad was necessary. Jean agrees and says that the school is a more practical way of realizing Xavier’s dream. Then they talk about rumors that the Sentinel program is starting up again. They hope it’s just rumors.
They’re not. In some unknown location, Pyro runs for his life as he’s chased by a Sentinel. As he’s about to be caught, Storm swoops in and saves him and Bishop uses his weight/density powers to take down the robot. Afterwards, Bishop offers Pyro a spot on his new team. Pyro has been looking for them so he immediately accepts. Now there are three of them.
In Morlock Town, Sunder shows Nightcrawler around and tells him more about the war that’s coming. Nightcrawler tells Sunder about his life, how Weapon X used him and how he joined, the left, the X-Men. When he mentioned the X-Men, Sunder reacted badly, calling them the “surface world’s pet mutants.” Nightcrawler reiterates that he left the X-Men and Sunder seems to calm down. Just then, Toad appears. He extends the offer to come to the Xavier Institute. Sunder gets mad again, saying that Toad and Nightcrawler are spies. He attacks and tells Callisto that they have their first prisoners of war.
Meanwhile Bishop, Storm and Pyro head to what will be their new home base. It’s somewhere no one will think to look for them. Australia. After that, Bishop takes Storm to pick up the next recruit.
At the mansion, Scott is arguing with Jean about going to rescue Toad, who he thinks is missing since he hasn’t called in, and Jean thinks it might be a trap. Scott tells her not to come if she doesn’t want to, but she does anyway. Scott, Jean, Bobby and Rogue get on a train and head for Morlock Town.
In “the scummiest, dirtiest bar” in New York City, Bishop and Storm start looking for the next member of the team. While they search, Bishop explains what he’s doing. He's trying to save the future by recruiting the mutants he knows will be essential. He knows how the world should turn out, but he doesn’t know if it will still happen that way since Cable has changed it. His plan is to protect and train the mutants who would become “the legends” that shaped his history. This next mutant that they’re looking for was one of the most powerful, most important and has unlimited potential (if it’s realized). The mutant in question? Dazzler.