Cap and Falcon are disguised as possible employees of the Secret Empire to gain entry into their secret base to spy on what they are planning. They are found out and almost executed by laser beams. They are able to escape down an exhaust vent and then find a way to let in Professor X, Cyclops, and Marvel Girl who are looking for lost X-Men and some other X-Men's villains who have mysteriously disappeared. They locate the missing mutants, Beast, Iceman, Angel, Lorna Dane, Havok, Mastermind, Blob, Unus, and Mesmero who have been attached to a turntable that will use their mental patterns to project a force field. The mutants are set free, but then the Secret Empire uses the Atomic Annihilator on the heroes and appear to kill them all.