Villain: Arcade, Miss Locke, Mr. Chambers

Guest Appearance: Colleen Wing, Betsy, Amanda Sefton

Cameo: Hulk robot, Magneto robot, Col. Vashin robot; Roak, Moran, Spider-Man, Captain Britain, Juggernaut, Black Tom (all in flashback)

Letters Page: Page One

Arcade takes the opportunity to explain to his captive audience a little about his spoiled upbringing. His father was going to cut him off of his huge allowance, so Arcade killed him and inherited all the money. Bored, he mounted a career of being an assassin, setting up his warped theme park Murderworld as his main source of pleasure. He turns his attention back to his recent job, the murder of the X-Men.

Cyclops and Wolverine try to talk Colossus out of his brainwashing, but it's not working. Colossus throws Wolverine against the wall, but he spins through a revolving door into another room. He quickly throws Cyclops through, too. For a moment, he wavers as to his true sense of self, but stops and turns back to hating the X-Men. Storm is near drowning in her trap, with the water rising almost near the ceiling.

Cyke was thrown into Nightcrawler's room full of deadly bumper cars, while Wolverine was thrown into Banshee's debacle. Wolverine finds a panel in the wall and rips through it, allowing both of them to climb out before any more fighter planes drop bombs on them. But just as soon as they make it out of the room and into another chamber, they are greeted by Hulk and Magneto robots.

Storm finds a way to swim to the bottom of the room and find a faint trace of a current. She follows it to a vent opening and uses her powers of lightning to destroy the seals to the vent. Cyke times an optic blast like a pool hall shark that debilitates all the bumper cars in one blast. They split up, with Nightcrawler taking a ventilator shaft. Cyclops blasts through a wall and comes to the aid of Banshee, who is stuck fighting a robot without powers, and the Hulk, who is gleefully slicing and dicing the Hulk robot with his adamantium claws.

Nightcrawler wends his way through the tunnel and makes it to Arcade's control room, surprising the villain by porting next to him. Miss Locke fires at him with a shotgun, but Nightcrawler ports out of the way and reluctantly cold cocks the beautiful brunette. He then uses the rifle to scattershot Arcade's control panel, but Mr. Chambers manages to gas him and knock him out. Just as soon as Cyclops has put away the Magneto robot, a giant tidal wave of water sweeps into the chamber. It's the water Storm released from her trap! Cyke revives her limp body which has spilled out of the tidal flow. But before they can get their balance back, Colossus has emerged into the room, still acting like the Proletarian. He punches Banshee to the side, and goes straight for the throats of Cyclops and Storm. He goes on and on about how they stole him away from Mother Russia, but Storm is able to reach him deep in his subconscious, reminding him they are the best of friends, like family. The spell is broken, and Peter snaps out of it.

All of a sudden, they are trapped within another giant ball and are sucked through a miles long tube that pops them out onto the surface again in an abandoned amusement park in the Bronx. Parachutes drop, containing cylinders holding Nightcrawler, Betsy, Amanda and Colleen Wing. Arcade leaves a note that says the X-Men have won this round, but he will be back!

--synopsis and panel images by Gormuu