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

Gadgets & Technology: Magna-Car

Letters Page: Page One

Across the state, in another mansion location, Mastermind attempts to woo the Scarlet Witch with promises of a romantic fantasy life if only she will be by his side. Of course, she refuses, and Magneto and the rest of the evil mutants enter the room and put an end to Mastermind's mental games. Magneto announces he has a new plan which will put a stop to the X-Men and their interference.

Back at the school, Xavier leads Scott Summers down a long hall to a secret, locked room. Xavier leads him inside and reveals the fully developed CEREBRO, which will help the team locate new mutants across the world. Xavier also informs Scott that he is now the leader of the X-Men. Scott is very unsure about this, and as the rest of his friends try to get him to go out on the town with them, he tells them that he has been named leader and must stay behind to "look after things." The team grudgingly leaves their brooding leader behind.

At this time, Magneto and his team have set upon a carnival, where they find their target, the Blob, engaged in sideshow activity. After witnessing the Blob stand firm against the pull of an elephant and the firing of a cannonball, Magneto is sure he has found another mutant to add to his team. He realizes the Blob has a mental block (placed there by Xavier in X-Men #3!) and tries to release him from it while the sideshow barker accosts him. In imprisoning the barker underneath a metal animal cage, he reveals his powers to the mob, which decides to attack "that costumed nut." The Toad, Mastermind, Scarlet Witch and Quicksilver spring into action to protect their leader, and they all are able to escape to the edge of town, with the Blob in tow. Still under Xavier's mental block, the Blob considers Magneto's advances to join the Brotherhood as crazy, and attacks him. Magneto causes the ground underneath him to fling him against a circus car, which jars his memory into remember the X-Men's attack on him. Thus, he decides to join the Brotherhood!

The release of the Blob's mental block triggeres Cerebro. Scott starts the process of contacting his teammates to respond to the action. Bobby and Hank are enjoying their day at a Greenwich Village coffee shop, taking in the beat poets and musicians who all hail Hank and his big feet as the leader of their subculture. Bobby makes the moves on a waitress named Zelda, but is stymied when Warren pokes his head in the door and calls them to action. The three mutants join Jean waiting outside in the car and race back to the mansion.

At that very moment, Magneto and the evil mutants, joined by the Blob, are taking over an abandoned factory to implement their plan to fight the X-Men. The X-Men are busy changing into their costumes when Magneto issues his challenge to stop him from putting the city under his complete control! As the team of mutants fly in a helicopter to the Brotherhood's location, they spot the Blob, standing his ground all alone. Hovering nearby and showing caution, the X-Men's helicopter is ripped to shred by Magneto. Iceman creates a slide that rescues all non-flying members of the team,a d the battle with the Blob commences! The Angel and the Beast are unable to wrestle him to the ground, and Marvel Girl tires herself out trying, and failing, to lift him from the ground.

As they are all gathered together, they provide a prime target for Magneto to launch a series of torpedoes at them. The team uses their powers to evade the flying missiles, while the Beast and the Angel continue their match with the Blob. Quicksilver and his sister, the Scarlet Witch get in on the action, as Iceman succeeds in slowing the Blob by encasing him in a block of ice. While Quicksilver dances past Cyclops optic blasts, the Blob bursts out of his icy encasement. As he charges the X-Men, Magneto launches another round of torpedoes at the assemblage against the protests of the other Evil Mutants, who see the Blob as also an unwitting target. Magneto cares not, and the torpedoes slam into the Blob as the X-Men dive behind his large frame. He survives the blast, a bit dazed but unhurt, and the X-Men make him realize that Magneto was willing to risk his life to kill them.

Seeing that he didn't kill the Blob, but only risked making him angrier, Magneto escapes with the Brotherhood in the Magna-Car. Though losing the battle, Magneto tells the others that it was apparent to him that Professor X was no longer associated with the X-Men, making him think he can devise a better battle plan to take that into account.

As the dust settles on the fierce battle, the X-Men try to convince the Blob to join them and to be part of the good side of mutantkind. He turns them down and leaves them, saying the only place he will feel at home is the freak show at the circus. The kids take a look at the remains of their helicopter, and realize they have no way to get home but walk! The Angel flies ahead to try and hail a taxi.

--synopsis and panel images by Gormuu

-- scanned letters page provided by Karl Mattson