Freedom Force is out to get the young mutant, Rusty, and X-Factor is out to get everybody in this soul-searing adventure that plunges everyone into the depths of the Morlock Tunnels...and to their doom!

Rusty and Skids escape into the Morlock tunnels. Sensing danger Artie ventures into the tunnels and meets Leech and Caliban. X-factor saves Freedom Force from an angry mob. Both X-Factor and Freedom Force decend into the Morlock tunnels. Freedom Force discovers that X-Factor is really the original X-men. Freedom Force flees before the Mutant Massacre begins.