After previously having their ship destroyed by Count Nefaria, the X-Men are falling out of the sky towards Valhalla Mountain below. Colossus lands on his own, while Storm and Banshee carry the rest of the team down.

Nightcrawler helps the X-Men get inside Valhalla and they fight the Ani-Men. After defeating them, they move to disarm the Doomsmith System, but discover it is already useless after command relays were destroyed by their battle with the Ani-Men. Count Nefaria attempts to escape on a plane, but Thunderbird jumps on to the wing. He begins ripping out pieces of the plane to get to Nefaria. Professor X and Banshee warn Thunderbolt to bail out, but he ignores them. With its guidance systems destroyed, the plane crashes, and Thunderbird dies.