The X-Men square off against the newly revived Mimic, who has once more imitated all the X-Men's powers and abilities. Although the group of mutant heroes attack Mimic as a team, they prove to be no match against the combined force of Mimic's abilities. With the X-Men soundly defeated, Mimic proclaims that nobody can stop him.
We then turn the clock back to earlier when the X-Men have just returned from San Rico following their battle against El Tigre with an injured Angel. Back in his right mind, Angel apologizes to Cyclops for accusing him of purposely injuring him during the fight, realizing that it was really just an accident. This doesn't go far in eliminating Cyclops' guilt over the accident, as it is the one thing he's feared most of all, his powers harming someone close to him. The Professor orders Angel to be given immediate medical attention so that the X-Men are ready to face any menace that might arise in the near future.
Meanwhile, at Metro College, Jean Grey watches the athletic performances put on by Ted Roberts and afterword, Ted begins to express his growing feeling toward her. However, before the conversation can go any further, they are drawn to the sound of an explosion in the chemistry lab. Going to investigate they find Calvin Rankin was involved, and however was unharmed by the accidental blast. However, unknown to Jean, the blast has revived Mimic's lost memories and powers.
This is not the only potential threat to the X-Men, as in his secret lab, the evil Puppet Master is turning his attentions toward the X-Men's leader. Having learned of the Professor's existence from his sometimes ally the Mad Thinker, the Puppet Master begins to craft a special puppet of the X-Men's leader in the hopes of taking control of Xavier. However, when he attempts to use the special radioactive clay puppet, he finds that some sort of psychic feedback prevents him from taking control. The Puppet Master then decides to focus his attention on someone else who doesn't have these defenses.
Back at the X-Mansion, the Puppet Master's attempts to take control of the Professor do not go unnoticed, and he cautions his students about the attempted intrusion as the group is finishing a new component to Cerebro that will allow the Professor to better pinpoint any mutant menaces that might threaten the Earth.
While the other X-Men are presented with new costumes designed by Jean, Mimic is suddenly put under the control of the Puppet Master, leading to the battle between him and the X-Men that began at the start of this issue. The Professor, detecting that the Puppet Master is controlling Mimic, tries to get Mimic to resist the Puppet Master's influence. Mimic refuses to believe it, and goes off for fresh air. However he falls under the Puppet Master's sway again.

The Professor sends Cyclops, Beast, Iceman and Marvel Girl off to confront the Puppet Master. Arriving at the villain's hideout, they have to defend themselves from an attack from the Puppet Master's "Defender", a gigantic robot that can fend off the X-Men's power. Back at the X-Mansion, Angel is well enough to get back on his feet but still cannot fly, and the Professor has no choice but to send him out to help his comrades.
By the time Warren arrives, the other X-Men are caught in a stalemate against the Puppet Master because though they have defeated his Defender, the Puppet Master has brought Mimic to his base and is about to force him to destroy the X-Men. Angel steps in and knocks the puppet out of the Puppet Master's hands, freeing Mimic from their foes control. While the X-Men are checking on Warren, the Puppet Master escapes.

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