Villain: Count Nefaria, The Ani-Men (Bird-Man, Frog-Man, Ape-Man, Cat-Man, Dragonfly)

Guest Appearance: Marvel Girl, Havok, The Angel, Sunfire, Iceman, Polaris, Joe Harris, General Fredericks

Cameo: The Beast

Leaves group: Marvel Girl, Havok, The Angel, Sunfire, Iceman, Lorna Dane

Letters Page: No letters page in this issue.

No sooner than the new X-Men can wave goodbye to the old, Cyclops calls on them for their first engagement with the Danger Room. It's all in day's work: Storm outruns rocket missiles, Colossus bashes down brick walls, Banshee loops through laser beams and Wolverine, Thunderbird and Nightcrawler take on giant robots and flailing Doc Ock-like arms. At the end of it all, Thunderbird picks a fight with "one eye" Cyclops, revealing his- shall we say- passionate temper. Both men release themselves from their fiery confrontation when Professor X sends them a psychic command to cease.

Meanwhile, at the Colorado mountain headquarters of NORAD (North American Air Defense Command,) aka Valhalla, Sgt. Joe Harris receives a strange package in the mail. Inside is a remote control box with a big red button that says "PRESS ME!" Presumably one who is well-trained to take orders, Sgt. Joe Harris presses the button. All of a sudden, a portal opens up and out pours the Ani-Men: Bird-Man, Frog-Man, Ape-Man, Cat-Man and Dragongly. They quickly subdue the Air Police guard of Valhalla, and turn control over to Count Nefaria, their fearsome leader who has just stepped out of the portal. The next step in Nefaria's diabolical plan is to release an anesthetic gas through the rest of the NORAD base, knocking out all remaining personnel in the facility.

Nefaria flashes back to the time when he assaulted Washington, but was defied by the X-Men (see X-Men #22-23) This time, his plan is much bigger- he's not going to take over a mere town, but a whole world, and he's going to use Valhalla to do it! This plan for world domination comes to the attention of the Beast, who forwards the mission on to the X-Men, saying the Avengers are too busy. In moments, the new X-Men are off, flying to the base in their SR-71 Blackbird. Cyclops reconnoiters with General Fredericks, who's on the ground with troops attempting to regain control of Valhalla. Though Gen. Fredericks declares his mistrust of the X-Men, he fills them in on the evildoers behind the takeover, as well as the prize they seek: the Doomsmith System- the ultimate weapons system that would give Nefaria total control over the entire missile arsenal of the US! The general also explains the system has been started, and once it begins counting down, it cannot be stopped. He also adds that the time limit is 52 minutes and counting!

Nefaria is observing the X-Men approaching, and he cackles in glee that he can face off against his greatest foes. He launches a volley of missiles at the Blackbird, which takes evasive maneuvers to avoid them, missing all but one, which clips a wing. The crew is forced to eject in an escape pod, which Nefaria is able to track down with Valhalla's sonic disruptors, evaporating the pod craft and leaving the X-Men falling from the sky to their death!!!

(continued in X-Men #95)

--synopsis and panel images by Gormuu