Villain: Mesmero, Magneto

Guest Appearance: Beast

Letters Page: Page One

Beast recalls the frantic call from Lorna Dane that sent him to Xavier’s mansion, asking him to get the X-Men's aid in tracking down a kidnaped Havok. He found the mansion empty with beds unmade, food half-eaten and Cerebro shut down. Once Beast got Cerebro running again, it led him straight to the fair.

He wanders into the big top to gather more information and sees his old teammate Jean Grey on the trapeze. When he meets her in her trailer, she grows tired of his pleas and calls on a fellow named “Slim” to protect her. Slim, quite obviously Cyclops, grabs Beast by the lapels and Beast is forced to punch him out of the trailer. “Slim” calls the entire carnival staff after Beast. He leaps over the mob and hides behind a tent when an armored fist takes him by surprised and slams into the back of his skull.

Beast tries to get up but the mob piles on top of him. Wolverine watches this happen and seems to slowly come to his senses, fighting an apparent urge to remain docile. The Beast is dragged to another trailer and comes face to face with Mesmero. He has hypnotized the X-Men into submission and forced them to be a part of his circus sideshow....and the Beast is next.

Wolverine can’t stand any more. He strains against his chains until he rips them from the wall. He grabs a carny by the throat and demands to know what is going on. The carny spills, and with the full scoop, Wolverine crashes into Jean’s trailer in full X-Men costume. He knocks Scott aside and slaps Jean until the Phoenix force takes over. She almost kills Wolverine but is brought out of Mesmero’s spell by the Phoenix emergence.

The Beast is trying to ward off Mesmero’s spell when a carny bursts in, telling the master of mental hypnosis that the X-Men have escaped. Beast uses the confusion to knock out his captors but is suddenly brought down by a mysterious force. Mesmero sees the unknown antagonist and steps back, terrified.

The X-Men tear through the carnies and reach Mesmero’s trailer. They find Beast and Mesmero unconscious on the floor. Magneto has defeated them both, and as he declares "the X-Men are next.

(continued in XMEN #112)

- -synopsis by Jonathan Clarke, aka doesitmatter, and Gormuu

- - panel scans provided by Jonathan Clarke, aka doesitmatter