First Appearance: "Inner Circle", Harry Leyland, Donald Pierce

Villain: Hellfire Club Inner Circle: Sebastian Shaw, Jason Wyngarde, Harry Leyland, Donald Pierce

Guest Appearance: Angel, Candy Southern

Cameo: Dazzler, White Queen, Hellfire Club armor goons, Kitty Pryde (all in flashback)

Innovation: Jason Wyngarde revealed to be alter ego of Mastermind, Jean turns into Black Queen

Letters Page: Page One

Back in New York, the X-Men follow through with their plan to infiltrate and investigate the Hellfire Club. Nightcrawler and Wolverine scurry through an underground tunnel system to snoop around below; Wolverine lashes his claws against some power lines so that when the sewer water rises later, the power will go out. Scott, Jean, Peter and Ororo enter the Club, where there is a ball going on to which many super-powerful people have been invited. Xavier is back in New Mexico with Angel, monitoring the situation through radio contact, but yet unable to establish a comprehensive mental link with his former students, due to his long absence from them while in space.

The entrance of the non-costumed X-Men does not go unnoticed. The "Inner Circle" of the Hellfire Club- Sebastian Shaw, Jason Wyngarde, Harry Leland and Donald Pierce- take immediate steps to counter them. Shaw demands Wyngarde play his cards with Jean immediately. Thus, Wyngarde heads down to the ballroom and suddenly, Jean finds herself in another timeslip. She is back in the 18th century, convinced she is in the arms of her husband. Scott deduces this is what is happening to her once again as he watches her dance with Wyngarde. As Wyngarde hurries Jean up the stairs, away from the ballroom, Scott looks up and sees Wyngarde's real form for the first time: it is the X-Men's longtime foe Mastermind! Cyclops chases after them, but as he rounds the corner upstairs, he is met with a fierce blast that knocks him down. Standing over his body is Jean, dressed as the Black Queen, and paying heed to her "husband" Jason Wyngarde.

Peter and Ororo hear the sound of Phoenix' energy blast and drop all pretenses. They rush upstairs in costume and are faced with Sebastian Shaw. Colossus lands a left hook against him, but it bounces off his body and Shaw knocks him straight back. Shaw encourages the X-Men to hit him with all they have, so he can give their power right back to them. Under the Hellfire Club, Wolverine and Nightcrawler climb up into the basement where they are met by Donald Pierce and Harry Leyland. Pierce grabs Nightcrawler by the throat and Wolverine slashes at him with his claws, cutting his hand off and revealing Pierce to be a cyborg: part man, part machine. Harry Leland stops Wolverine in his tracks and begins to add so much mass to his body that he sinks to the floor, and eventually crashes through, falling all the way down through the building and into the sewer tunnels.

Storm had escaped Shaw and frantically searches for the rest of her teammates when she is met rudely by Shaw once again. He grabs hold of her and pushes her to the ground and knocks her unconscious. The Hellfire Club's Inner Circle joins together with all the X-Men together in a pile, save for Wolverine who is assumed perished after Leyland's terrible assault. Of course, there is a simmering distrust between Wyngarde, who seeks the ultimate power of the Club, and Shaw, who knows exactly what Wyngarde is up to. They all raise a toast to the Black Queen, who smiles at recognition of her part in achieving victory.

But in the bowels of the Hellfire Club's sewer system, Wolverine rises...and is ready to finish what he started!

(continued in XMEN #133)

--synopsis and panel images by Gormuu