Cyke, Jean and Hank disguise themselves as Quicksilver, Scarlet Witch and Toad as they battle the Sentinels. Cyclops tricks the Sentinels into flying into the sun. They rescue Havok but he is injured. The X-Men take an injured Havok to be treated by one of Xavier's old buddies, Dr. Karl Lykos. Lykos is an energy vampire and drains mutant life energy from Havok, turning himself into the evil Sauron. Angel takes off to investigate the flying dinosaur and is hypnotized by Sauron's powers. The X-Men battle Sauron and his hypnotic powers but the villain gets away and the heroes do not make the connection between the flying dinosaur and Dr. Karl Lykos. Visiting Lykos, they find Alex restored to health and witness a reunion between Karl and his love, Tanya. Tanya's father arrives and forbids their love as the X-Men slink away from the uncomfortable domestic scene.
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