In the Danger Grotto, Howard the Duck tries to save Artie, Leech and Franklin by setting fire to Black Tom's wooden form.; Black Tom has Banshee all wrapped up and presents him with the dying Gen X kids caught in his wooden tendrils. He tells Sean that if he wants to save the kids, he has to kill Emma Frost.; Banshee is attacked by a monstrous version of Mondo who is under the control of Black Tom Cassidy.; Emma returns to Xavier's school to find the whole place filled with mutated plants and is confronted by Black Tom who tells her that he has taken over the school.; Man-Thing arrives and whisks Howard and the kids out of Black Tom's clutches.; With Emma fallen, Black Tom gleefully reveals that the Gen X kids he is holding in thrall are all constructs of his wooden form. The real team is far away. Penance attacks and slices Black Tom in half.; Jubilee is fleeing from Mondo when she runs into Bastion who rescues her before he captures her.; Banshee refuses to duel Emma for the lives of the kids but Emma, afraid of losing another team like she did with the Hellions, mentally forces him to cut her down.; Penance watches as Gateway teleports away from the Generation X kids for good.; With Black Tom gone, the pod in which he has trapped the real Gen X kids rises to the surface of the ocean and bursts, leaving them alive but marooned at sea.