Villain: Magneto & The Brotherhood of Evil Mutants: Toad, Mastermind, Scarlet Witch, Quicksilver

First Appearance: The Brotherhood of Evil Mutants, The Toad, Mastermind, Scarlet Witch, Quicksilver

Origin: Scarlet Witch, Brotherhood of Evil Mutants

Innovation: Iceman's ability to create ice slides

Letters Page: No letters page published in this issue.

Meanwhile, Magneto is busy stealing a Navy freighter, and is sailing it back to his hideout when the Angel spots the ship on a "routine long-range test flight." Deserted and seemingly operated by remote control, the ship arouses suspicion in young Warren's mind and he reports his findings to Professor X, who is similarly unnerved by the activities of the Navy freighter, as he was "unaware of any nautical artillery tests at the present time!" Magneto returns with the freighter ship to find a bouncing Toad tattling on his combative teammates. Magneto upbraids them all for their inattentiveness to his master plan, which is world domination by mutants. Sensing possible attrition by the brother and sister of the group, he reminds the Scarlet Witch of her debt: Magneto had saved Wanda Maximoff from being burned at the stake by villagers for revealing her mutant powers. After repatriating both mutants to his cause, he declares their first mission: the five of them, alone and unaided, will take over an entire nation!

Days later, Xavier is reading the newspaper which reports that a mystery naval craft is busy shelling the tiny republic of Santo Marco. Assuming that evil mutants must be at the bottom of this, he rallies the X-Men to investigate. A transcendental meeting between Xavier and Magneto on "the mental plane" confirms this, as Magneto declares his band of X-Men mortal enemies since they stand in his way of mutant domination. In Santo Marco, the evil mutants have easily taken control of the state of affairs of this tiny nations. Intimidating the populace with a massive invading army (a figment of Mastermind's powers,) they completely capitulate to the rule of Magneto.

The X-Men arrive in Santo Marco to enact their liberation strategy. The Beast and the Angel attempt to infiltrate the Magneto's castle HQ, but are beaten back by Toad and Mastermind and Scarlet Witch and Quicksilver. The Angel is captured and tied up, but Cyclops attempts a rescue. Knocked off his feet by Quicksilver, his optic blast goes awry and inadvertantly unbalances a huge generator, which casts dangerous volts of electricity through the castle complex. The Evil Mutants run away, while Cyclops makes a last ditch attempt to save himself and Angel, successfully destroying the generator. The rest of the group comes together inside the castle but are threatened by what appears to be a raging river of boiling oil. They race away in fear, but Professor X appears amidst the mirage and tells them it is merely one of Mastermind's tricks.

While they discuss their next move, Magneto wires up two bombs- one which is a booby trap for the X-Men, the other which is a nuclear bomb which will destroy all of Santo Marco. The X-Men almost trigger the booby trapped door, but Prof. X hurls himself at it before the Beast can trigger it, knocking himself unconscious. A vengeful Cyclops chases "those rotten killers" down, but Magneto has already triggered the nuclear weapon before they are able to make a clean getaway. However, before they leave, a humane Quicksilver races back to the scene and defuses the nuclear device so it cannot murder a whole nation of people. Then Quicksilver escapes with his sister and the rest of Magneto's band. Laying on the ground, Prof. X tells his students that he has lost all his powers from the blast. The group is left wondering if Xavier has lost his powers, and what that will mean to their future.

--synopsis and panel images by Gormuu