At the near end of the fight with the Lilin. Blackout is the only Lilin not sucked into the Shadowside Dimension. King tries to stop him but Doctor Strange pulls him back. He tells the Nightstalkers that there is a new deadlier threat upon them. The Night Stalkers start blaming Blaze for the rise of the recent oocult atacks and then start pointing fingers at Morbius and Vengeance. Doctor Strange stops the argument. The Nightstalkers refuses to fight with the other Midnight Sons. As soon as they leave, Zarathos and the Fallen atack the Midnight Sons and take Caretaker. The Nightstalkers watch the fight. Zarathos leaves the Midnight Sons just to watch them suffer later. They leave. After that the Nightstalkers go back to aid the Midnight Sons. King goes out to spy on Zarathos. He spots Zarathos blasting a hole into the ground and taking Caretaker down there. The Night Stalkers follow them and find Zarathos torcher Caretaker. The Nightstalkers attack the Fallen and draw them away from Caretaker. King tries to save him but Caretaker tells KIng to get back to the other Midnight Sons to give them info.

Meanwhile Drake and Blade are attacked by the Fallen. Drake tells Blade to flee the seen while he fires the Excorsit Gun at the Fallen at high gear. the blast makes the catacomb collapse traping drake inside. Kings tells Blade they have to go back to the others but Blade stays to save Drake and get him out of the traped catacomb.