First Appearance/Origin/Villain: The Blob

Gadgets & Technology: Sawdust-Filled Practice Bag Ejector, Electronic Mass Influencer

Letters Page: No letters page published in this issue.

The team breaks up across town to find the mutant, with Bobby and Hank both tracking down false leads. But it is Scott Summers that discovers what they are looking for, on the grounds of a nearby carnival. The main attraction in the freak show is a character known as The Blob. His body cannot be moved by a gang of men, and it is also impervious to shotgun shells fired into his blubbery skin. Convinced the Blob is the mutant he seeks, Cyclops meets up with him in his trailer. After being offended by the Blob's rudeness, Scott's temper get to him and he demands that the Blob come visit with the X-Men. Warren and Jean file into the trailer and try to smooth over the tension, but the Blob makes an ungentlemanly move on Jean and Scott blows his top, firing his optic blasts at him. Despite this altercation, the Blob decides to return to the mansion with them, but only because of his attraction to Jean.

After putting him through a battery of tests, Prof. X asks the Blob if he will accept membership into the X-Men. The Blob arrogantly refuses, and Prof. X blows his top. He commands the X-Men to overtake the Blob so he can wipe his mind clear of the memories of them and their secret hideout. A fight in the Danger Room ensues, and the Blob escapes. After reaching the carnival, the Blob realizes he is in danger now that he knows all the X-Men's secrets, and decides to launch a premeditative attack on them. He rampages into the carnival office and wrests control from the boss. Declaring himself leader, he orders the carnies and circus performers to attack the X-Men at the mansion.

The Angel is spotted on a scouting mission flying overhead, and returns to the mansion to tell Xavier what he has seen. Xavier is working feverishly on a device, an "Electronic Mass Influencer," which will enable him to control the minds of an entire crowd. Before the X-Men can be gathered together to discuss their next move, the mansion is beset by the carnies. The Blob has launched an all-out assault on the X-Men's environs, via giant giraffes, battering rams, tightrope walkers, gorillas, the Flying Zamboobas, a lasso-throwing cowboy and an Indian Raja on the back of a charging elephant! Overwhelmed by this assault, the X-Men are at risk of succumbing.

Behind the mansion walls, Professor X is near finishing his new piece of mind-control machinery, but it's a race against time, as Iceman is taken down by men in cold-protecting suits, and Marvel Girl is overwhelmed by her assailants. The Angel is caught in the cowboy's lasso, while Cyclops faces off against the Blob. After dispatching the gorilla in fierce battle, the Beast is captured by the circus acrobats who outnumber him ten to one. With all the X-Men under wraps, the Blob and his circus freaks rush the mansion, with the Blob announcing their mission to steal all the X-Men secrets and rule the world.

Prof. X, meanwhile, mentally lifts the blindfold from Marvel Girl's head and she is able to lift a knife from the knife-thrower's trailer to cut her bonds. After she frees herself, she frees her teammates and they are able to stop the rampaging crowd from reaching Professor X. While the X-Men pursue delay tactics against the mob, Prof. X is able to fire his weapon at them, clearing their minds of all memory of the X-Men and the secrets within the mansion. They return to the carnival as if nothing had ever happened.

--synopsis and panel images by Gormuu