Villain: Proteus (as Joe MacTaggart)

Guest Appearance: Moira MacTaggert, Polaris, Havok

Cameo: Magneto, Angus MacWhirter, Jamie Madrox, Ferdie Duncan, Jennie Banks (all in flashback)

Death: Proteus

Letters Page: (No letters page in this issue.)

Proteus, in the form of Moira's estranged husband Joe MacTaggert, is reveling in unleashing his powers to distort reality over the Scottish city of Edinburgh. The X-Men head into rescue mode, saving the innocent civilians from all sorts of trouble, including a storefront Proteus turns into a swarm of bees! Moira, in the clutches of Proteus, begs with her son to stop this senseless carnage, but Proteus snaps back that he's now absorbed the memories and emotions of all who's bodies he's claimed, so he is no longer merely her son. To prove his point, he turns her into a strange elephant creature. Cyclops rounds up his team for an offensive charge against Proteus, telling everyone they must be prepared to make the supreme sacrifice to stop the deadliest threat they've ever faced. Banshee doesn't want to lose the woman he loves, but he understands the stakes.

They send Storm after him first to create a fog so he can't size up any more victims, but the villain is too quick for her and encases her in a pillar of amber. Wolverine uses his claws to scrape her free, but she's passed out. Banshee fires a pistol at Proteus, with the metal bullet piercing his shoulder, but it's not enough to stop him, and he sends Banshee down into a deep pit that opens up underneath his feet. Nightcrawler ports down to save him, then ports back up before passing out, with Polaris having to perform a mid-air rescue on the both of them. They haven't stopped Proteus, but their attack forced him out of Edinburgh, and they follow him to his new vantage point atop Edinburgh Castle.

Phoenix is first on the scene, and she launches a full-out assault with her Phoenix Force powers, but Proteus lashes back, stunning her. Wolverine flies into a rage when he sees Jean hurt, and he swipes at Proteus with his claws. Cyclops and Havok take advantage of Proteus staggering about by firing their optic blasts and energy bolts at him, but he changes form and escapes. He flies up to the top of a hill, grabbing Moira from Wolverine and taking her with him. The rest of the X-Men give chase.

As Proteus stands over Moira, bellowing about how he has longed for years to finally be able to use his powers to destroy mankind, Colossus steps in with a surprise attack. He tosses Proteus against the wall, and his human form of Joe MacTaggart crumbles into ash, leaving only an energy field that represents what remains of the villains corporeal form. In a last ditch attempt to save himself, Proteus attacks Colossus' psyche, trying to convince him he's on fire, but Colossus slowly progresses towards him and then slams his massive metallic fist into Proteus, causing his energy form to short-circuit and explode across the rest of the planet.

The X-Men rejoin Moira and Colossus in the aftermath, as he comforts the shell-shocked Scottish woman. Banshee takes over the comforting of the woman he loves, as the X-Men congratulate each other for handling their most awesome task.

--synopsis and panel images by Gormuu