Appearing in "Fall of the Mutants"
- Young X-Men
- Cipher (Alisa Tager) (Behind the scenes)
- Leon Nunez (Only in flashback)
- New Mutants
- Cyclops (As hologram)
- Iceman (As hologram)
- Nightcrawler (As hologram)
- Storm (As hologram)
- Marvel Girl (As hologram)
- Banshee (As hologram)
- Cypher (As hologram)
- Sunfire (As hologram)
- Magneto (As hologram)
- Krakoa (As hologram)
- Sauron (As hologram)
- Callisto (As hologram)
- Starbolt (As hologram)
- Oracle (As hologram)
- Cypher (Doug Ramsey) (Only in flashforward)
- Darkchylde (Illyana Rasputina) (Only in flashforward)
- Spider-Man (Peter Parker) (Only in flashforward)
- The Y-Men (First appearance) (Only in flashforward)
Races and Species:
- Earth (Main story and flashback)
- United States of America (Main story and flashback)
- Hellfire Club transport
Synopsis for "Fall of the Mutants"
The Young X-Men now realize that the man whom they believed to be Cyclops, the man who brought them together as the Young X-Men, was not Cyclops at all, but the X-Men's old adversary Donald Pierce. Pierce has manipulated the young mutants into battling against their predecessors, the former New Mutants. As the opposing sides continue to fight one another, Pierce throws Graymalkin into Dust's immobile body, shattering its current glass form. He then teleports away. Magma turns up the heat and uses her pyrokinetic abilities to turn the broken glass shards into their original mineral components, thus saving Dust's life. Dust can now reform into her normal appearance.
The other Young X-Men are still battling the original New Mutants, whom they had been tricked into believing were the new Brotherhood of Evil. Sunspot fights up against Rockslide, while Cannonball blasts Wolf Cub and Ink out of the building. Cannonball's trajectory forces him to collide with the X-Jet which is now carrying Magma, Dust and Graymalkin. The impact forces Cannonball to drop Wolf Cub and Ink. Ink calls upon the power of his tattoos to enable him to fly. He catches Wolf Cub and brings him safely to ground. Magma flies out of the crippled X-Jet and uses her powers to limit possible collision damage. She sees Cannonball and tells him that there has been a grave misunderstanding. Both teams of mutants regroup on the ground and Magma and Cannonball explain to the others how they have been manipulated by Pierce.
Ink says they know where they can find Pierce. They board a Hellfire Club jet to the entrance of an underground cavern once excavated by the Mole Man. While exploring the tunnels, they come upon Blindfold and Dani Moonstar. Everybody explains the situation to one another, but Wolf Cub grows greatly depressed. Pierce, as Cyclops, had ordered them to kill Magma on their previous mission - an order that Wolf Cub was more than willing to follow. He feels that he has dishonored himself by his willingness to take a life.
Suddenly, Donald Pierce appears in the cavern and the battle is rejoined. Using his cybernetic claws, he delivers a brutal, fatal blow to Wolf Cub's chest. Seeing his friend fall in battle, Rockslide goes berserk and attacks Pierce. He grabs Pierce by the throat, ready to finish him. The dying Wolf Cub pleads with Rockslide and struggles to say, "We're not like him... X-Men don't kill".
- This issue shipped on August 20th, 2008.
- Graymalkin's full name is revealed to be Jonas Graymalkin.
- Cipher is not actually seen in this issue, but she is the person that Graymalkin talks to when seemingly talking to himself.
- The last page features a preview of things to come including the Y-Men, Spider-Man, Darkchylde and Cypher; however, during this short lived series, they only encountered the Y-Men.
- X-Necrosha #1
- New Mutants (Vol. 3) #6
- New Mutants (Vol. 3) #7
- New Mutants (Vol. 3) #8
- X-Force (Vol. 3) #12