After just freeing themselves from the control of Mesmero, the X-Men had stormed the villains carnival trailer to find that he has been already defeated by Magneto, who has hijacked the mutant hypnotists revenge plot against the X-Men. When the X-Men try to back out, Nightcrawler is sent ahead and he almost falls to his death upon teleporting out of the trailer, as Magneto has lifted it high into the air and is carrying it to some location miles away. With no other choices, the X-Men learn of Magneto's latest plot against them. The Master of Magnetism tells the group that following his battle with them on Muir Island[1] he sought to get final revenge against them after a brief interruption with both Captain America and Dr. doom[2]. However, when he arrived at the X-Mansion he found it empty for quite some time, and when the Beast arrived searching for his former comrades, he followed along. Realizing that Mesmero was attempting to kill his hated foes, he decides to steal away such a victory in retaliation of Mesmero's previous use of a robot in his own image[3].

As the carnival trailer is followed by air fighters tracking it's progression, Magneto uses his magnetic powers to send Mesmero out of the ship to get them off his tail. The X-Men are then taken to a volcano in Antarctica. When the trailer lowers into the lava, it's protected by Magneto's powers until they reach his secret base inside. There he shatters the trailer, sending the X-Men sprawling. The group then attempts to fight off Magneto, however they are all over powered easily. Colossus's metal body is tossed aside, Beast is shocked into unconsciousness, Storm has a brief advantage using her weather powers against Magneto until he blasts her as well. Even Nightcrawler, Cyclops, Banshee and Phoenix are easily defeated by the Master of Magnetism. Wolverine uses this distraction to slash Magneto from behind with his claws. Angered by the feral mutant, Magneto uses his powers to try and make Wolverine stab himself in the face. In order to save himself, Wolverine sheaths his claws and ends up landing himself a knock out punch instead.

With the X-Men defeated, he delivers the most ultimate revenge: For the indignity of being transformed into a child[4], Magneto in turn traps the X-Men in a similar fate: Strapping them into a machines that restrain them, they are given collars that not only neutralize their mutant powers, but also reduce their motor functions to that of children while retaining their adult intelligence, to be waited on hand and foot by a robot named Nanny that Magneto had especially created for this occasion.

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