Villain: Count Nefaria, The Ani-Men (Bird-Man, Frog-Man, Gort the Ape-Man, Cat-Man, Dragonfly)

Death: Thunderbird

Innovations: Nightcrawler's *BAMF*

Letters Page: Page One

The X-Men are falling from the sky after Nefaria has made their plane disappear. Ever the team leader, Cyclops barks out orders- Banshee grabs Thunderbird, Storm grabs Nightcrawler and Wolverine, and Colossus? Well, that particular X-Man dives headfirst into the mountainside, where his teammates are sure he has met his death. Of course, nobody is sure of the extent of his power, and alive as can be he greets Storm, Nightcrawler and Wolverine as they alight onto the ground. Banshee drops off Thunderbird and swoops in to catch Cyclops at the last possible second, to everyone's relief.

Nightcrawler's next move is to teleport inside the Valhalla facility to locate the missile bays which fired rockets at them minutes before. He finds them, but is immediately struck down by Frog-Man. A battle ensues with Nightcrawler deftly teleporting around the amphibian man and knocking him out with a solid left hook. While Kurt Wagner drags the body of Frog-Man along to open the missile bay door, he is spotted via closed-circuit imaging by Nefaria, who realizes the X-Men are hot on his trail. Frog-Man regains consciousness and escapes, but the X-Men have gained entry into Valhalla.

At that instant, the aenesthetic gas pumps into the corridor, which inspires the X-Men to bash down the walls to escape into another room, where they have to evade a group of American guard soldiers. Storm uses her powers to flood the chamber with the deluge of a heavy rain storm, driving the soldiers back down the corridor and freeing the X-Men to pursue Nefaria. The Doomsmith System has counted down to 35 minutes remaining before apocalypse!

The X-Men are then set upon by the Ani-Men in full force. A melee breaks out, with all combatants fighting fiercely against each other. Though a tough fight, the X-Men dispatch each of their Ani-Men counterparts, with the Doomsmith countdown at 18 minutes. The team moves on, though they have to leave behind an unconscious Banshee and Thunderbird. When the team finally reaches the Doomsmith controls, the countdown is to 9 minutes, and Cyclops declares that there is no way they can shut it down in time.

Meanwhile, Banshee and Thunderbird have awakened and dusted themselves off from battle, and look to join up with their compatriots, while Nefaria is making his escape from Valhalla in an air-force jet. The two X-Men spot him and give chase, with Thunderbird gaining close and leaping up on the backside of the jet plane, which has taken him for a ride way up high in the sky. Banshee follows, screaming at him to get off the plane, but Thunderbird is in manic and single-minded pursuit of arch-villain Nefaria.

Back at the Doomsmith System controls, Professor X has established a mental link with Cyclops, telling him not to worry about the end of the world, because their battle with the Ani-Men caused damage to the command relays of the Doomsmith computers, thus disabling it. He warns them, though, that their teammate Thunderbird is in mortal danger outside. The rest of the team races outside the mountain, while Professor X psychically pleads with John Proudstar to disengage from battle, but he will not listen as he is intent to prove to everyone he is a true warrior of the Apache.

In a dramatic sequence, the Apache warrior crashes his fists through the hatch of the jet plane, Banshee screaming in mortal fear the whole way. Ripping the controls away from Nefaria sends the plane into a tailspin, and it suddenly explodes in mid-air, killing Thunderbird and apparently Nefaria in a fiery ball. Banshee rejoins his teammates in utter shock, declaring to all that he warned Thunderbird to stop but he wouldn't. Cyclops says resignedly that this kind of thing "comes with the uniform," as they all sullenly stare at the fiery wreckage which claimed the life of their teammate, Thunderbird.

--synopsis and panel images by Gormuu