The X-Men (1963)

Ted Roberts' brother Ralph became the Cobalt Man for the very first time in this issue.

Ralph Roberts was a former employee of Stark's Industries who left the company when Tony Stark would not divulge the secret to Iron Man's costume. He then created Roberts Research Lab and experimented with cobalt amongst other things. One day, Ralph would visit his younger brother Ted who was attending Metro College along with Jean Grey. Ted and Ralph were very competitive and challenged each other to a pole vaulting contest. Ralph was injured when his stick broke and hit his head. The three would eat at a local diner after the incident and meet some of Jean's friends, Scott Summers and Warren Worthington, in disguise. The group headed back to Ralph's research lab where he showed them some of the stuff he was working on. Ralph showed his younger brother a secret project he was working on. It was Ralph's version of Iron Man's suit made out of cobalt alloy. Ralph put on the suit but was suffering from a terrible headache from his fall earlier that day. He became a different person and knocked out his brother. Ralph ranted how Iron Man was a traitor and that he needed to stop him. Ralph started to destroy his own lab and was confronted by Marvel Girl and Cyclops. Ralph managed to escape and the two X-Men attended to Ted. They discovered that Ralph was headed towards Stark Industries and that he was a walking C-bomb. Ralph's armor would produce the radioactive cobalt-60 if it was worn for more than two hours and would explode when it reached critical mass. The rest of the X-Men would battle the Cobalt Man near a bridge. They managed to defeat him when Iceman froze his power pack and Cyclops hit him with his optic blast. The blast melted the ice around his power pack and the water short circuited his power source. The Cobalt Man fell off the bridge and was caught by Angel before he plunged into the water below. Ralph realized he almost destroyed the group because of his head injury and that the suit was too dangerous for most men to handle.

Ted suspects about Jean's true identity as Marvel Girl.

In this issue also Warren meets Candy Southern, his future girlfriend.

Xavier is working with the Juggernaut unconscious in the basement of his mansion, but something goes wrong and the evil brother awakes, putting Xavier now unconscious.

Meanwhile, the X-Men are at Iceman's 18th birthday party, with Zelda, Vera and Candy Southern, at Cafe-a-Go-Go. The X-Men still had not revealed his secret identity to the girls, and they hid their secret identities as the X-Men when the party was crashed by Satan's Saints, a motorcycle group. Through a series of clever antics, the young mutants managed to put an end to the fight while retaining their mutant abilities a secret. Candy was impressed with their cunning, and didn't suspect them.

When the X-Men come back home, they doesn't find Xavier, and go look for him in the basement. After that the Juggernaut appears and attacks them. Juggernaut defeat every X-Man, but suddenly a strange voice tells the Juggernaut to forget Xavier, calling itself Factor Three, an organization from Europe that wants his help. Then, Juggernaut goes to Europe and leaves the unconscious X-Men behind.

Juggernaut is heading to Factor Three HQ, destroying everything in his path. Back in X-Men's mansion, Jean is trying to awake the Professor with some sort of device. He shows Jean a story about the origin of the ruby of Crimson Bands, hundreds of years ago. A monster called Xorak was the crystal protector, but after a fight against the Ancient One, he becomes an eternal Outcast, protecting the gem from its inside plan. After the story, the X-Men were trying to search for the Ancient One with Cerebro, when Dr. Strange's spectrum enters the room. He tells that the essence of the Ancient One had passed to him and proposes a journey into the Crimson Cosmos for knowledge about Citorak. Cyclops and Marvel Girl do the strange journey and encounter the Outcast, battle and defeat him. Meanwhile, Juggernaut reaches NY airport and fight against Iceman, Beast and Angel. Then Cyclops appears with the ruby prototype on his hands and uses it to send Juggernaut arrested into the Crimson Cosmos. At the end, when the X-Men go back to the mansion look for Xavier, he had been gone, taken by Factor Three.

Professor X is missing, and Cyclops and Beast are attempting to repair Cerebro. There's nothing for the other X-Men to do, so they decide to get some rest while Jean returns to college.

Jean receives a call from Ted Roberts, warning her that his brother Ralph had been captured and that she must call the X-Men to help him. Jean thinks he knows about her secret identity, but still calls the others and tells the story. Angel and Iceman get the plane, catch Marvel Girl and go find Ralph. Ted tells them that a man called Tyrannus kidnapped his brother because of his work with cobalt and took him to the core of the Earth. The X-Men then use Ralph's new vehicle, made of cobalt, and go after Tyranus. When they reach Subterranea, they find a strange man. It's not Tyrannus but Mole Man, his archenemy, and he attacks the X-Men. Mole Man leads the three X-Men towards the River Lethe where they forget who they are and become his servants.

Meanwhile, Ralph is finishing his work with Tyrannus, constructing a giant cobalt robot to fight against the giant diamond android made by the Mole Man. After Cyclops and Beast had noticed their missing fellows, they followed them into the caves with the help of Cerebro. Later, the two giant androids meet and start a battle, which ends with Tyrannus' Cobalt one destroying Mole Man's diamond android. Angel then helps destroy the Cobalt android as well because Ralph Roberts sabotaged his alloy. Tyrannus realizes this and is about to kill Ralph, when Angel, Iceman and Marvel Girl attack and save him. Cyclops and Beast also arrive and attack Mole Man, as Angel tries to stop them because he is still under mental command of Mole Man. Then Cyclops uses an antidote ray on him and the rest of the X-Men to restore their memories. They X-Men return to the surface, leaving the defeated Tyrannus and Mole Man inside the underground cave, after having their own memories wiped by the River Lethe.

Banshee is hunting for Factor Three in Europe. He finds their lair, but is attacked by a robot spider. He escapes and manages to send a message to the X-Men to "beware the spider" before falling unconscious. Factor Three's minions arrive and take him captive.

In Westchester county, Spider-Man has gotten lost but decides to spend the day in the country-side. Just as he's about to relax, a Flying Saucer lands and another Factor Three mechanical spider emerges, hunting for the X-Men. Cerebro registers the robot spider as a mutant and the X-Men rush off to fight it. They arrive just after Spider-Man has dispatched the machine and assume that Banshee's warning was about Spider-Man instead. The X-Men attack the confused Peter Parker who battles them off while professing his innocence. Eventually, the X-Men realize that Spider-Man is telling the truth, and that Cerebro signaled them to this location because the robot was assembled by Factor Three mutants.

Jean Grey had stayed behind to continue searching for Banshee, and manages to find his location in Europe using a crystal that Professor X had embedded in his visor. The X-Men prepare to head to the Swiss Alps to find Banshee and hopefully the missing Professor X.

This is the first team-up of X-Men and Spider-Man.

The X-Men had finally discovered that Factor Three is in Europe, along with Professor X and probably Banshee. But since Professor X's jet has no fuel, and they have no money to fly to Europe, they try to work and win some by different ways.

While trying to make the money they encounter Mekano, a strange guy in a suit intent on destroying the Central Library. After defeating him and saving the library, they receive a reward from the library owner - and Mekano's father - and finally can go to Europe. As they board the plane, a mysterious Factor Three mutant watches and vows they'll never arrive alive.

This issue is the first appearance of Changeling, as a member of Factor Three.

The X-Men's flight to the Alps is attacked by one of Factor Three's flying discs. The team jumps out of the plane without parachutes to destroy the enemy ship, but finds themselves in freefall. Using Warren's wings, Jean Grey's telekinesis and an ice slide created by Iceman they manage to land safely in the alps. Unfortunately the stumble into a valley filled with gas and are captured by Factor Three.

They awake to find that they are being put on trial for "crimes against mutants" by the Changeling with a jury of some of the X-Men's earliest enemies: Vanisher, Unus, Blob and Mastermind. They are sentenced to death and learn that the Mutant-Master is the leader of Factor Three. Mutant-Master announces his plan is to use Hydrogen bombs to kill all non-mutants, but first he hooks the X-Men up to a machine designed to wipe their brains. The team manages to short circuit the machine and escape only to encounter the Mutant-Master taunting them from a video screen announcing that they are too late and the missiles have already been launched.

The X-Men had escaped from Mutant Master. Mutant Master reveals to Changeling his plans on make the humans destroy themselves on a 3rd World War, and then the mutants could rule the Earth, with him as their leader. The X-Men try to avoid his evil plans, and split into two groups: while Marvel Girl, Beast and Angel go to Europe, Iceman and Cyclops go to Washington. In Europe the X-Men find Vanisher and Blob, manage to defeat them but are captured by the Russian Army. Inside the Pentagon Cyclops and Iceman too are having problems with the US Army.

2nd story: "A man called... X" - The Origin of Cyclops.

Young Scott Summers is having problems with an angry mob because of his powers, and professor Xavier is telling the FBI agent Fred Duncan that he could help with mutant issues.

Cyclops and Iceman were fighting against US Army while the others X-Men are trapped with Blob behind the Iron Curtain, and the Mutant Master is watching them from his big monitor. Mastermind and Unus attack Cyclops and Iceman but they manage to escape. Marvel Girl releases herself and the others from prison and they convince the communists that Blob has a bomb and that the Factor Three want the world to go on a Third War. The X-Men reaches Factor Three's HQ, and all evil mutants are there: Blob, Unus, Vanisher and the Mutant Master. Professor Xavier explain to everyone that the Mutant Master just want to destroy the Earth. Then all mutants try to destroy the Mutant Master, but it is Banshee who actually defeats him with his scream, that transforms him to his original form - a green alien from the star-sun Sirius.

Finally all mutants together attack the alien and he commits suicide. Also we discover that the professor Xavier who discovered the Mutant Master was really the Changeling, who doesn't want the world destroyed.

At the end, Jean shows new colored costumes to the X-Men.

2nd story: the origin of Cyclops - he escapes from an angry mob, from the cops and at the end meets Jack O'Diamond. Meanwhile prof. Xavier and FBI agent Fred Duncan is looking for him.

Professor X discovers that Frankenstein's monster is real, and has been found frozen in the arctic and has been transported back to a museum in New York. Xavier guesses that the Frankenstein is an android, possibly built by mutants and sends The X-Men to investigate. A scientist thaws the Monster and he begins destroying the museum, subduing the X-Men and escaping. They track him down on a boat bound for South America and fight him again. Professor X deduces that his only weakness is ice, and Bobby freezes the monster, causing him to explode. Xavier probed the monster's mind and discovers he was an android created by aliens, who sent him to earth as a peaceful ambassador before he malfunctioned and went berserk.

Second story: the origins of Jack O'Diamond - an accident that leaves him with diamond hands. Now he is trying to use young Scott Summers to make his entire body into diamond.

Angel and Iceman have returned to the mansion while Beast and Cyclops are still fighting Grotesk, the Sub-Human. Angel implores Jean to return with them to help, but she refuses on Professor X's orders. Warren gets very angry and accuses her of not caring about the team. Xavier returns and tells them that Jean Grey was obeying him, but that he must leave again.

Grotesk escapes from Beast and Cyclops, so they return to the mansion. Once again, Jean Grey refuses to let them leave. Suddenly she gets a telepathic command from the Professor to bring them all to him.

Grotesk has found the oscillotron which destroyed his entire race, and irradiated him, and he wishes to use it to rip the planet apart. Professor X has gained access to the laboratory, and attempts to stop Grotesk, but fails. As the device turns on and the vibrations intensify, the team arrives. While everyone else keeps Grotesk busy, Jean and Xavier use their mental powers to slow the machine down. In an attempt to restart it, Grotesk accidentally overloads the machine causing it to explode, killing himself in the process.

The Professor has been mortally wounded but he reveals that he was already dying from an incurable disease. As the rest of the team looks on, the professor dies in Angel's arms.

In the second story (Cyclops's Origin) Xavier with the help of young Scott Summers defeat the Living Diamond. Then, in Xavier's mansion, Scott Summers becomes Cyclops, the first X-Men.

The Torch Is Passed...!

Magneto is watching a big screen, where the X-Men are in Xavier's funeral, and then Quicksilver appears. Back to the mansion, they find a video-tape with a message from Xavier, saying that he knew he would die, and asking them for a final request: to defeat Magneto that had returned to Earth - before The Stranger had sent him back to his planet during X-Men #18.

Quiksilver and Scarlet Witch had both returned to the Brotherhood because she'd lost her powers when they were joining the Avengers and Magneto had promised them he would cure her, but what they didn't know is that Magneto had caused that lost of powers on purpose.

Magneto them attacks a cargo ship to steal a giant computer, but the X-Men had predicted the attack and have been already inside the ship. They fight the Brotherhood and are defeated.

Call Him... Cyclops

The second story is a resume of Cyclops first steps as an X-Man, and how he'd got his powers to shoot his blasts - from the Sun light.

Red Raven, Red Raven...!

The brotherhood made the X-Men their prisioners and Quicksilver is responsible for them. Angel manages to escape, and Cyclops tells him to go to New York and ask for the help of the Avengers. From the island that Angel was on, to NYC, it is a very long way and he couldn't make in one trip, so he lays down on a rock above the ocean. He's very tired and waits for a big storm to pass.

Suddenly, the rock rises from the ocean and a new island is born. The Red Raven appears and attacks the Angel. Then he explain that he was a human raised by the Birdmen, and when he realized that and became aware of the plans of Birdmen to destroy the Earth, he put the Birdmen military on an eternal sleep and hid them inside this island. At last, Red Raven knocked out Angel and sunk the island again. When Angel awakes, he goes after the Avengers.

The Iceman Cometh!

The origin of Iceman. Young Bobby Drake is walking with his girlfriend Judy Harmon when a group of bullies appears, and while fighting them, Bobby covered one of the guys with snow. Everyone panics and later the whole neighborhood tries to confront Bobby's parents about him. Bobby throws snowballs at the mob, but gets arrested. Meanwhile, professor Xavier has told Cyclops to go to the jail and save the new mutant.

When Mutants Clash!

The X-Men are prisoners of the Brotherhood, only Angel had escaped a long time ago. Cyclops manages to escape and look for help of the others, as Jean is unconscious Quicksilver sees Cyclops and after a brief battle they talk about the mutant sanctuary Magneto promises Quicksilver. As they talk, Magento is watching them, and a purple arrow is shown above them in the wall.

After Cyclops decline on joining Pietro and the Brotherhood, they start to fight again and then Cyclops blast him away unconscious.

Suddenly the Avengers appear and tell Cyclops to stay away from Quicksilver.

Continues in Avengers #53.

And The Mob Cried... Vengeance!

Cyclops had made a hole in Bobby's prison cell, but he doesn't want to escape. Then Cyclops try to take him away by force, and a fight start between them. The angry mob start to follow the two mutants and at the end of a long fight both Cyclops and Iceman are exhausted and are captured by the mob.

The End of The X-Men!

Foggy Nelson has been hired to read Professor Xavier's will to the X-Men. Scott Summers is now in charge of the school and equipment and has been made trustee of Xavier's money.

FBI agent Fred Duncan tells the X-Men about a great danger but as he speaks Juggernaut shows up in the lab and wants to know where his brother Xavier is. Juggernaut doesn't believe Xavier is dead and starts to look around for him after battling the X-Men. When the Juggernaut see Xavier's grave he become enraged as someone has robbed him of vengeance and battles with the X-Men again. Suddenly Juggernaut disappears back to the Crimson Cosmos, as quickly as he had appeared.

Afterwards Fred Duncan tells the X-Men to split the group up because this way they can be more effective across the country and won't be as easy a target as if they stay together.

...And Then There Were Two

A mob attacks Cyclops and Bobby Drake and arrests them. The two mutants are about to be hanged but Xavier mentally appears and tells Cyclops to escape and run to Drake's home. When they come to the house, Xavier has already calmed down the mob and convinced Bobby's parents about their son joining his school. Xavier then erases the memory of Bobby's powers from his parent's memories. Thus Iceman become the second X-Man and The X-Men are formed.

The X-Men split up last issue. Before they go across the country, Iceman and Beast go out with Vera and Zelda to the theatre to watch Maha Yogi, a magician. Inside the theatre, Maha Yogi hypnotized the crowd and everyone then becomes a human bomb.

When the two X-Men see Maha Yogi, they recognize him as the Warlock, and manage to escape his mental commands. They stun the magician and everyone is released from his mental prison, and starts to cheer up for the X-Men. After they defeat Maha Yogi, Bobby and Hank finally end up with the girls at the Coffe-a-Go-Go.

Second Story: "I, the Iceman" - it's a review on Iceman's powers and on what he is able to do.

The X-Men had split up two issues ago, Iceman and Beast go to California, Angel is a roving agent and Cyclops and Jean stay at New York.

The Cybertrons commanded by Computo attack some guys at the street and Jean and Cyclops have to battle them. The two X-Men defeat them and Jean search on one of them some hint about their master. Then they find Computo, a giant robot that make small warriors robots. Again, the X-Men win the battle against the robots and then destroy Computo. Suddenly, Quasimodo appears, saying that it was he who has been commanding Computo. Quasimodo manages to escape at the end.

The second story is a resume of Beast abilities.

This is the first appearance of Mesmero and Lorna Dane (Polaris).

Angel goes back to the Xavier mansion and suddenly Cerebro starts to beep very louder. He warns Jean and she contacts the others X-Men. Meanwhile, in San Francisco, a strange group is commanded by Mesmero, in name of his dead master Magneto. Mesmero use his powers and a machine to awake all latent mutants and call them to join his army. One of these new mutants is Lorna Dane, and as she is hypnotized walking in a street, Iceman save her from a car and take her to his hotel room. So, while Beast is finishing a Portable Cerebro, the X-Men fight Mesmero's mutant squad and Angel get injured.

When Beast finishes his machine, he discovers that the young Lorna Dane is also a mutant. The X-Men left Iceman taking care of Lorna at the apartment and go look for Mesmero, but he find them first and capture Lorna and Iceman.

Second Story: "A Beast is born" - the story about how Beast got his powers. Beast's father used to work in a nuclear factory, and one day he got exposed to the radiation to save his fellows and the whole city. This exposure altered his DNA and his son become a mutant, the Beast.

Mesmero had captured Lorna Dane and Iceman and takes them to his HQ. The X-Men found and entered his HQ, but are also captured after a brief fight. Mesmero put Lorna in a machine and awakes her magnetic powers. Then, Mesmero tells everyone that Lorna Dane is the daughter of Magneto!

When the X-Men are about to battle Mesmero, Magneto enters the room, as he isn't really dead.

Second Story: "This boy - this bombshell" - The story of young Hank McCoy in college, playing football very well with his abilities, and is noticed by El Conquistador.

Magneto is back and tells everyone that Lorna Dane is her daughter, and that she has to choose his side and fight against humanity and the X-Men. Iceman starts to tell Lorna how bad Magneto is and a battle begins between the X-Men and Magneto, Mesmero and his army. They defeat Magneto, but Lorna helps his father and the X-Men have to run away.

Back to San Francisco, Bobby and Scotty have a discussion about Lorna, and Iceman decides to spend some time away from the X-Men.

Several days later, a strange big mutant who calls himself Erik the Red attacks Mesmero's HQ.

Second story: "The lure of the Beast -nappers"

Hank's excellent skills have attracted attention of a strange villain, El Conquistador. He manages to capture Hank. Another group also has interest in Hank -- the X-Men! Professor X sends Iceman to investigate Hank McCoy's house only to find that there's nobody there. El Conquistador obligates Hank to cooperate, because he had got his parents imprisoned.

Eric the Red is attacking Mesmero and his army, while Magneto is injuried from his last battle against the X-Men. He defeats the mutant and run towards Magneto's room, but Lorna Dane stops him. Eric then tells her that he want to join Magneto and rule the world with him.

Marvel Girl, Beast and Angel break in Mesmero's HQ, but Eric the Red spots them. But then, he reveals that he is actually Cyclops, disguised as a villain to infiltrated Mesmero's HQ. The X-Men make a trap to destroy Mesmero army, but is Iceman who get caught in the trap, while he is trying to warn the others about something he discovered about Lorna.

Mesmero and his army see Iceman and the others and again a battle starts, with Iceman knocked out. The X-Men were winning and then Magneto tells Lorna to attack them, and she does, because she thinks she is her daughter. Iceman then tells her that she isn't actually Magneto's daughter. Then she helps the X-Men in the battle and to defeat Mesmero, but Magneto escapes.

Second story: "The crimes of the Conquistador"

El Conquistador wants to use Hank McCoy to steal a power source for his evil plans, and uses Hank's parents to obligates him. Professor Xavier orders Cyclops, Iceman and Angel to go to El Conquistador's castle and rescue Hank. Meanwhile, Hank do steal a power source and gives it to El Conquistador.

The Rage of Blastaar! - Jean, Hank and Scott are experimenting with one of Professor X's 'mind machines' when a surge of energy causes them to accidentally release Blastaar from his captivity in the Negative Zone. After that, it's all out war in the X-Mansion as they struggle to deal with the awesomely powered alien threat!

Welcome to the club, Beast - Cyclops, Angel and Iceman rescue young Hank McCoy from El Conquistador, and then he becomes Beast, the fourth X-Man.

Cyclops has a younger brother, Alex.

Ahmet Abdol, or The Living Pharaoh, had captured Alex to steal his ability of draining cosmic energy, but the X-Men stop him and fights against him and his fellows. Suddenly, Cyclops awakes inside a museum with two cops trying to arrest him for the murder of Professor Abdol. Cyclops escapes and again fights the Pharaoh.

Second story: "The Million-Dollar Angel" - the story about Angel's youth, when his wings appear and he saves his friends from a fire in the school dorm.

Cyclops is fighting against the Living Pharaoh, trying to discover where his brother Alex is. Meanwhile, the cops are looking for Cyclops, because they think he had murdered the Living Pharaoh, and the X-Men are looking for Cyclops. The Living Pharaoh defeat Cyclops and take him and his brother to Egypt.

Inside a pyramid, Cyclops escapes, releases Alex and they fight against the minions of the Living Pharaoh. The others X-Men arrive and help the two brothers to defeat their enemies. At the end, Alex uses his power to defeat the Living Pharaoh, proving that he's also a Mutant!

Second story: "Where Angels dare to tread"

Young Angel is combating crime in New York City, with a red and black costume. At the end Cyclops and Iceman are waiting in Warren's room for him, and ask him to join The X-Men.

It's the first Neal Adams X-Men story.

The X-Men and Alex Summers are in Egypt with the Living Pharaoh captured, inside an archaeological site. Suddenly, a group of Pharaoh's guards appears, stuns the X-Men, releases his master and captures Alex. Angel goes behind them, and discovers that the Living Pharaoh wants to use Alex powers to increase his own mutant powers. Warren tries to warn the others, but it's too late, because the Pharaoh has already become The Living Monolith - a giant made of rocks. When he is almost defeating the X-Men, Alex uses his powers and destroys the whole temple. At the end, the Pharaoh is back to normal and Alex can't control his powers.

Second Story: "The flying A-Bomb"

Cyclops and Iceman are trying to convince Angel to join the X-Men. The Angel knocks down Iceman, and Professor Xavier mentally stops the fight to tell Warren that the vial he had stolen from thieves (last issue) is an A-Bomb ready to explode. Then the Angel flies so high that the vial freezes and he could break it. Finally, the Angel joins the X-Men.

Lorna Dane is in her apartment when suddenly two Sentinels attack and capture her. Meanwhile, back in the Egypt desert, the X-Men had captured the Pharaoh and are arguing with Alex Summers about his powers. Alex is worried about how dangerous his powers are and how he can't control them. The local police arrive and recognize the Pharaoh as Professor Abdol, a well known archaeologist, and try to arrest the X-Men for destroying the temple. Alex uses the battle to escape from the others and hide, when suddenly another Sentinel appears.

Back at their plane, the X-Men try to contact Lorna, but see through the viewscreen that her apartment is destroyed and she's missing. Iceman and Beast go back to NY to look for her while the others stay behind to look for Alex. When Iceman and Beast arrive at Lorna's apartment, they are startled by some cops who try and rest them. They escape and go to Cyclops' flat, and while watching the news discover that Larry Trask (son of Bolivar Trask, the originals Sentinels' creator) has rebuilt the Sentinels and wants to capture all mutants.

Second Story: "The female of the species" - is a review on Jean Grey's powers.

Beast and Iceman are fighting against a Sentinel, while on TV, Larry Trask is discoursing about how dangerous mutants are, and how the X-Men killed his father. Iceman lets himself get captured so the Beast can escape and call for help. He contacts Cyclops, Jean and Angel in Egypt and tells them everything, and Angel decides to fly back to US. Inside Trask's HQ, Iceman is thrown into a cell with Lorna Dane and Alex Summers. Trask has given Alex a new black costume and has renamed him Havok because of his destructive powers. Alex tells Bobby that he made an agreement with Trask to save Lorna. Trask neutralizes all three of their powers. Back in Egypt, Professor Abdol is no longer having the cosmic rays stolen by Havoc, so he begins to turn back into the Living Monolith. Sentinels appear and capture him too. Inside Mesmero's HQ, another Sentinel enters, destroys Magneto (who has been a robot since they've been working together) and captures Mesmero.

Judge Chalmers enters Trask's HQ as an ally, but isn't convinced that all mutants are a menace. Trask responds that he knows they are, and especially the X-Men. Trask recalls a promise he had made to his father, about always wearing a medallion. Suddenly, Banshee appears, destroys a Sentinel but is then overpowered by two others. In response Larry Trask orders the Sentinels to kill all mutants. Judge Chalmers can't allow this and he punches Trask, ripping off his medallion in the process. Trask tries to rescind his extermination order, but the Sentinels have stopped responding to him because they now detect that Trask himself is a mutant.

Iceman, Lorna Dane, Angel and Havok are arrested by Sentinels and his leader Larry Trask. Beast, Marvel Girl and Cyclops are looking for them, using the mini-cerebro machine. Approaching the Sentinel HQ, their ship is struck by a missile, but they manage to survive.

Meanwhile, inside the building, the Sentinels are restraining Larry Trask because he's also a mutant (his medallion was used to block his abilities and to avoid sentinels detecting him). In a monitor, we saw Sentinels capturing Quicksilver, Scarlet Witch, Toad, Blob, Mastermind and Unus.

As the Sentinels are about to start killing the captives, Cyclops, Marvel Girl and Beast enter their HQ. Cyclops has a plan and they change clothes with Quicksilver, Scarlet Witch and Toad to confuse the Sentinels.

Larry Trask's mutant powers begin to emerge, and he sees the future - Havok's death - and then tells Judge Chalmers to use a strange pistol on Havok.

Beast and Jean continue fighting Sentinels, while Cyclops splits up to look for his brother. A Sentinel attacks Cyclops with a ray, but Judge Chalmers jump in front, taking the blast. The Sentinels change their priority to protect the injured human. Cyclops frees his brother, who can't control his powers and his energy levels begin to rise dangerously. He runs away before detonating a huge explosion.

Cyclops realizes that the Sentinels are bound by logic, and convinces them that they have to destroy the source of all mutation, so they all fly off towards the Sun and are destroyed by the heat.

Afterward, the X-Men find Havok in a state of shock, and call a doctor - Dr. Lykos - a friend of Professor Xavier, to try to cure him.

The X-Men with Lorna Dane and shocked Alex Summers flies away from Sentinels' HQ, and take Havok to Dr. Lykos. Judge Chalmers release Banshee, Larry Trask all evil mutants from Sentinels' prisons.

Back to Liko's exam room, we know about his young life: long time ago, he and his father were on "Tierra del Fuego", next to Antarctic, with a very rich man, Herr Andersen and his daughter Tanya. She lost herself and all guys searched for her. Young Karl Lykos found her inside a cave, being attacked by pteranodons. He managed to save her but became on shock after that. After he awakes, he realizes that he needs to steal energy from others to survive.

Now Lykos drains Havok's energy, and because it is to great, he transforms himself to a Pteranodon, and calls himself Sauron, after Tolkien's Lord of the Ring evil incarnate.

Back in Xavier's mansion, the X-Men are watching TV and watch about Sauron. Angel put on his old Avenging Angel costume (as a disguise for the humans, because last issues) and fly towards Sauron. When he finds the monster, he is hypnotized by him.