Villain: "Inner Circle": Sebastian Shaw, Jason Wyngarde/Mastermind, Harry Leyland, Donald Pierce

Guest Appearance: Beast

Innovations: First manifestation of Dark Phoenix

Gadgets & Technology: White Queen's Mindtap Mechanism

Letters Page: Page One

Cyclops is able to steady himself and regain consciousness after his defeat on the astral plane to the hands of Jason Wyngarde. The rest of the X-Men aren't quite sure what is happening as they look on, with Wyngarde cackling that Jean Grey will always belong to the Hellfire Club. As they enjoy their victory, the Inner Circle of the Hellfire Club have no idea that Wolverine's about to bust through their door, carrying a couple security guards in tow. Wyngarde commands the Black Queen to stop him, and she does, lifting him up and away with her powers of telekinesis. But this is only a cover to hide the fact that she is also loosing the bonds from Cyclops cowl. Cyclops senses his psionic rapport with Jean has been restored, and that she is once again herself. He immediately blasts the cowl off his head and sets his teammates free with a precise optic blast to their shackles. His next target is Harry Leyland, who he blasts out onto the Hellfire Club's ballroom floor; Wolverine chases after him.

Sebastian Shaw disrobes so he can get into his fighting gear to take on Cyclops, while Colossus and his teammates take on Donald Pierce. Jason Wyngarde sees how the tide is turning, so he takes discretion and blends into the walls to hide. Shaw races down to the catacombs beneath the Hellfire Club, with Nightcrawler and Storm chasing, careful not to hit him with violent force, as that makes Shaw and his ability to transform such violence into kinetic energy all the more dangerous.

The Beast is taking monitor duties at the Avengers Mansion when a report comes in that the X-Men are causing a ruckus at the Hellfire Club. Feeling the tug of loyalty to his friends, he doesn't follow Avengers procedure and contact his teammates, but goes off alone without notifying anyone.

Back at the club, Colossus is mixing it up with Donald Pierce, accidentally ripping his cyborg arms off. Pierce electrocutes Colossus and gets away. Shaw gets blasted with arctic cold from Storm, sending him running away, as well, smart enough to know this battle is lost. He and Pierce make their getaway. Cyclops heads into the ballroom to calm people down, but Wyngarde, aka Mastermind, is causing them to see him as a vicious attacker, and they run away in a riotous stampede. The, suddenly, Wolverine's trick finally pays off- the lights go out (see XMEN #132)! Cyke bumps into Wolverine and tells him to round up the rest of the X-Men while he finds Jean.

Up in the Hellfire Club's study, Jean has crept towards Wyngarde, who is skulking around in the shadows, waiting for the coast to be clear. The Phoenix force in her is bubbling up in an uncontrollable rage. She fires an energy bolt at him, lashing him to the wall. She finds out very quickly that Mastermind was using a "mindtap mechanism" given him by the White Queen to project his illusions directly into her mind. She then offers up her punishment, exposing Mastermind to the absolute power of the universe, of all space and time, and the experience leaves him so mentally unstable that he becomes like a babbling child. Cyclops finds her wandering the halls and senses something terribly wrong with Jean. As a group, the X-Men speed away from the Hellfire Club, what with the police converging on the scene. Shaw watches them run away, knowing that this is only the first battle in a much longer war.

As Cyclops calls on the X-Men's skycraft, he worries that perhaps Jean is slipping away from her normal personality into something darker and more sinister. He realizes the need to rush to Professor Xavier so he can help. As they race across the sky, Jean can feel this happening too, but is powerless to stop it, powerless to stop the emerging Phoenix Force, which then takes over her whole persona. As the absolute, cosmic power grips her and overwhelms her, she announces herself to her friends as the Dark Phoenix, and rips the skycraft apart.

(continued in XMEN #135)

--synopsis and panel images by Gormuu