Villain: "Inner Circle": Sebastian Shaw, Jason Wyngarde/Mastermind, Harry Leyland, Donald Pierce; Hellfire goons: Murray, Angelo, Cole, Rosen

Guest Appearance: Angel, Sean Cassidy/Banshee, Moira MacTaggert

Innovation: First mention of Senator Robert Kelly

Letters Page: Page One

Wolverine is being hunted down by the Hellfire Club goons in the cellar of the building. He launches a surprise attack against them, and one of them lands a rifle slug in his mid-section. The man draws close to inspect his body, and Wolvy swats at him with his claws. After dispatching nearly all the guards, he grabs one and makes him reveal what he knows about the Hellfire Club. Meanwhile, the Inner Circle stands over the captive bodies of Cyclops (who's face is covered with a power-suppressing cowl), Storm, Nightcrawler and Cyclops. The team watches Jean, dressed as the Black Queen, passionately kiss Jason Wyngarde. None but Cyclops knows what is really going on, and he cannot speak. He knows that Mastermind, posing as Jason Wyngarde, has been suckering Jean into timeslips which have convinced her that she's actually living in the 18th century, and a totally different person. As the Black Queen, she sees Ororo as her personal slave, who she slaps for being insolent, when Ororo tries to reason her back into being Jean.

Scott realizes that he has a chance to reach her, since when they were last together on top of the butte near Warren's home in New Mexico, Jean established a "permanent rapport" with her lover, a psychic bond the two would share forever (see XMEN #131.) As he struggles to formulate a plan, Shaw explains to the X-Men that he is going to use them to study genetic mutation in his lab to create a mutant army.

In an interlude in Scotland, Moira shares with Sean Cassidy her concerns that Jean has had the "psychic circuit breakers" she had installed in her mind to ward off the overwhelming parts of the Phoenix Force worn away by some outside influence. And in New Mexico, Xavier explains his frustrations to the Angel that he cannot contact his X-Men, since he lost his own mental rapport with them and had not yet built it back up before Cyclops led them on this mission.

Wolverine makes his way up to right outside the main ballroom. As he sizes up his next move, a Hellfire Club goon sticks a pistol to his forehead. Cyclops establishes his rapport with Jean, and he finds himself walking through a blank, white zone he senses is the "astral plane." He comes up to the door of an 18th century home, and Jean greets him as the Black Queen. He is dressed in a sort of "revolutionary war" era outfit, with a cutlass. He tries to plead with her to realize who she really is, but she rejects him, and Wyngarde/Mastermind steps in to confront him. They fight with each other as swordsmen, with Wyngarde having the upper hand. Wolverine is able to knock the gun out of the goon's hand and toss him into the ballroom. He races through the crowd but is approached by security, who beat him down with clubs.

Wyngarde slashes at Scott with his sword, impaling him through the chest. Though this is on the astral plane, Cyclops' body crumples to the ground in reality, with Wyngarde standing over him, heckling that "the best man won." (continued in XMEN #134)

--synopsis and panel images by Gormuu