X-Men [Storm; Wolverine; Rogue; Psylocke; Dazzler; Longshot]; GUESTS: Jean Grey; Fantastic Four [Mr. Fantastic; Invisible Woman; Human Torch [Johnny Storm]; The Thing]; VILLAINS: Mephisto; Demons; CAMEOS: Cyclops; Snowbird; Hercules; Thor; CAMEO FLASHBACK: Galactus; The Beyonder
Mr. Fantastic contacts the X-Men and tells them that Mephisto has been collecting souls. Mephisto confronts the X-Men and targets Rogue with his special attention. Thinking that she has power over the demon lord, Rogue touches all of the X-Men to absorb their powers and protect them from Mephisto. She finds it is a trap, however, as Mephisto takes her into his realm with the souls of her teammates in tow.