The X-Men are falling from the sky but they get down safely, as Storm and Banshee carry them down. The X-Men get inside Valhalla and fight the Ani-Men. They try to disarm the Doomsmith System, but discover it is already useless as viable command relays were destroyed by their battle with the Ani-Men. Count Nefaria tries to escape on a plane, but Thunderbird jumps on to the wing. Thunderbird takes the plane apart to get to Nefaria, but the plane crashes, and Thunderbird dies.