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• Writer - Louise Simonson
• Penciler - Terry Shoemaker
• Inker - Al Milgrom
• Lettering - Joe Rosen
• Colorist - Tom Vincent
• Editor - Bob Harras
• Editor in Chief - Tom Defalco

Summary

  Sabretooth (thought killed in Uncanny X-Men 213) reappears, courtesy his healing factor. He is hunting Morlocks again, kills Chicken Wings, and chases Mole. Apocalypse observes and prevents Caliban from teleporting over and attacking him. Opal finds Mole hiding in the record store basement and harbors him.

  X-Factor return to Earth. Christopher says his first word: "ba" (ball). Ship decides to park upright, towering over Manhattan like a skyscraper. Police and reporters arrive by helicopter, crash into one another, and are rescued by X-Factor. Warren has difficulty controlling the aggression of his wings and wrecks the reporters' equipment.

  Caliban rebels against Apocalypse. He now has control of his "shadow power": he can absorb psionic power from the fear of his enemies and use it against them. He teleports to New York, and all this is part of Apocalypse's plan to make him so great a menace that all mutants unite against him.