The X-Men participate in another training session in the Danger Room against the Professor's newest creation yet: The gigantic robot named Colosso. The X-Men attempt to attack it one-by-one to no effect, and it's not until they attack it as a team that they learn it's weakness: it's sensory eye, and with the help of Jean's telekinetic powers and Iceman's freezing abilities that they defeat the robot. With the test a success, the Professor allows his students to go on another vacation since their last one was interrupted when they were forced to deal with Mimic. Warren ask's Jean out to dinner before she goes visit her sister, and when they invite Scott to tag along, he sheepishly accepts the offer, even thought he knows Warren doesn't want him present and believing that Warren has won Jean's affections. With his students gone, the Professor allows himself a moment of weakness to break down and lament the lost use of his legs and to express the envy of his students mobility.

Things for the X-Men are going to take an unexpected twist with the return of Count Neferia to the United States. With his Maggia connections, Nefaria is busy plotting another attack against the United States. Reading a newspaper editorial about the X-Men that questions if they are good or evil, Nefaria comes to the conclusion that the Mutants must be evil and decides to try and recruit them as his allies.

Meanwhile, Bobby and Hank meet up with Vera and Zelda to go on a movie date, while Jean, Warren and Scott have dinner together. The dinner ends with Scott declining Warren's offer to drop him off somewhere, and the trio part company, Jean with Warren. In the car ride, Jean worries if Scott will ever express any feelings toward her. Scott is brooding on the same subject when he suddenly sees what he thinks is Marvel Girl leaping into Central Park and decides to go and investigate. Jean, after being dropped off by Warren hears a radio report about the same thing and decides to go and investigate as well.

Changing into her Marvel Girl costume and traveling to the Park, Jean is attacked by Plantman, now an agent of Count Neferia, who binds her in trees and vines and then knocks her out with a chloroform gas. As Cyclops (now in uniform) continues to search for who he thinks is Jean, he then spots Angel flying in the sky. However, this is a fake as well as Warren (still driving in his sports car) hears a similar news bulletin and goes into action as the Angel to investigate the park as well. He is soon captured by the Scarecrow, another minion of Nefaria.

Still out on their date, Bobby and Hank also hear a similar report and Hank makes an excuse to leave early to look into things as the Beast. Also arriving in Central Park, the Beast is easily defeated by Porcupine, also in Nefaria's employ. Returning to their hotel room, Bobby finds that Hank had not returned and decides to go out and investigate. Along the way he finds an illusion of himself going toward the Park and follows after it. He is attacked by the Eel, who has the advantage against Iceman, however with the timely arrival of Cyclops, the villain is knocked out by Cyke's optic blast.
They are then confronted by the Unicron who keeps them on the defensive until Iceman manages to seal the crooks head (and unicorn horn laser) in a block of ice. However this is a temporary victory as Bobby is knocked out by an electrical jolt from the reviving Eel. Cyclops attempts to knock out the Eel again, however, the Unicorn breaks free of the ice around his head and uses his powers to knock out Cyclops as well. The villains take their captives to a Neferia's cruise ship where they are locked up in the lower hold. Naferia commends his minions for their work but is angry that they had to resort to force when he ordered them not to harm the X-Men.
Meeting with the captive X-Men, he offers them to join him in his latest plot: To steal an entire US city -- Washington D.C. to be exact. How

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