Skullfire, La Lunática and Cerebra escape Master Zhao's base before it explodes. Cerebra realizes that Xi'an has turned against the X-Men. In Vegas, Desdemona Synge makes the grotesque creature that her brother has become attack the casino and try to kill Halloween Jack. Jack and Meanstreak defeat Desdemona.
Meanwhile, Krystalin frees Billy Zed from imprisonment.