Callisto rescues Professor X and returns him to the mansion decked out in Morlock gear (which the rest of the X-Men find incredibly funny). The Hellions capture Banshee and dare the X-Men to come and rescue him. The X-Men prevail but Thunderbird comes after Xavier in retaliation for his brother's death (way back in X-Men #95). Xavier talks him out of his quest for revenge and both Thunderbird and Firestar are asked to join the team (and both decline).; The old X-Men quit, but Cyclops stays behind to lead the new team. Nefaria takes over Valhalla air force base, and the X-Men move in to stop him.; The X-Men stop Nefaria's nefarious plot, but Thunderbird dies in the process.; The X-Men travel to New Mexico to attend Thunderbird's funeral.; Thunderbird takes stock of his new teammates in the X-Men.