Reviewing the X-Men's previous battle against the Juggernaut, the Changling, commander of the Factor Three conspiracy, dispatches another one of his minions in a saucer in order to deal with the X-Men, who are even now approaching their base aboard an airplane bound for Central Europe.
The X-Men are discussing their plans to deal with Factor Three when suddenly the commercial airplane they are traveling in is attacked by the saucer. Knowing its Factor Three and not wanting the other passengers to be harmed, the X-Men reclaim their luggage and jump out of the planes emergency hatch. Cyclops manages to destroy the saucer with a well timed optic blast. Without parachutes, the X-Men are rapidly plummeting to the ground below, and to make matters worse Scott's ruby quartz visor is blown off his face. However, with some fast thinking, Warren's wings, and Bobby's ice powers, the X-Men manage to land safely on the ground without any injury.
Safe on the ground, the X-Men change into their costumes and are soon attacked by a small army of Factor Three's spider-robots. After destroying one, they are outnumbered and flee from them and two of Factor Three's troops. Rounding a cliff side, the group walks into a cloud of knock out gas and is rendered unconscious. When they revive, they find themselves prisoners before Changeling and Factor Three's mastermind, the Mutant Master. Viewing the spectacle from a remote location are four of the X-Men's greatest foes, the Vanisher, Unus the Untouchable, the Blob, and Mastermind.
Showing the X-Men that both the Professor and their ally the Banshee are their prisoners, the members of Factor Three put on a mock trial against the X-Men. One by one, each of the four X-Men foes "testify" against the X-Men, telling a story of each of their defeats at the X-Men's hands, finding them "guilty" of betraying Homo Superior. With their "verdicts" read, Changeling sentences them to death. Before they are destroyed though, Mutant Master explains to them that he intends to trigger World War III. To cause this, Mutant Master would first set off a bomb at a top level meeting of Russian officials, while at the same time gassing high ranking US military officials with a paralytic gas. This in turn would hopefully cause both nations to blame the other and trigger a nuclear war. While Factor Three would remain safe, they would wait until the world finished annihilating itself and then take over the world and rule over the survivors.
The X-Men are then left hooked up to an oblivio-ray, which will ultimately wipe out the X-Men's minds leaving them mindless husks that will carry on a living death. This trap fails to stop the X-Men, who short out the machine when Jean uses her telekinetic powers to raise ice created by Iceman over the machine and waiting for it to melt.
Freed, the X-Men head toward the control room where they are stopped by a robot, which they easily destroy and continue on to the Mutant Master's control room to find it empty. Then appearing before them on a view screen, Mutant Master reveals that even though the X-Men have managed to break free from their fate, they are too late to stop Factor Three from beginning their plan.

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