With the X-Men all prisoner in his Antarctic base, Magneto renews his acts of terror on the human world. His most recent attack is on the Royal Australian Aerospace research facility in Woomera, Australia, leveling the location in just under six hours. With Magneto unchecked, the media wonders where the X-Men could be. This is also of grave concern of the X-Men's teacher, Professor X who is vacation on the Greek isle of Kirinos along with his lover the Shi'ar empress Lilandra. As he attempts to contact his students telepathically, he finds that his rapport with them has been severed, making him fear for their well being.

While within Magneto's base, the X-Men are still locked in the restraint chairs that force their motor functions to be those of small children. As Magneto's robot Nanny dotes over them, Storm waits for her to leave the room and concentrates very hard on removing her headdress. Hidden inside are a series of lock picks which Storm carefully selects with her mouth and attempts to pick the locks on her restraints. When she fails, Nanny returns and places Storm's headdress back on, making her cry in frustration.

While high in space, Magneto returns to his newly rebuilt Asteroid M[1] where he monitors his progress with altering the Earth's magnetic field to make long range telepathic communication impossible, When his computers alert him of a minor malfunction at his Antarctic base, he decides to go and investigate. However, when he arrives he finds that the lights are out and that Nanny if malfunctioning. He realizes that he's walked into a trap far too late and is attacked by the X-Men. This time the team is ready for him, and psi-linked by Phoenix, the group manages to work together as a team to stop Magneto.

With Storm using her weather powers to create a localized field of humidity around Magneto, the group begins beating him down. When Nightcrawler removes Magneto's helmet, he is almost defeated when the collateral damage around the base causes lava from around the base to seep inside, threatening to kill them all. Magneto uses this distraction to escape, while the collapsing base separates Beast and Phoenix from the others. Magneto just barely makes it out before the base explodes. Thinking that the X-Men are dead, Magneto streaks off into the sky to begin plotting his continued attacks on humanity. Short moments later, Phoenix bursts out of the ruins of the base with Beast, but the strain causes her to black out. Trapped in the harsh Antarctic environment, the Beast attempts to carry Jean to safety, but soon the elements begin taking their toll on him and he collapses as well.

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