Fighting to free Lorna Dane from Mesmero and his Demi-Men in the Mutant City, the X-Men are confronted with the fact that their old foe Magneto is alive and well. Magneto reveals that Lorna is his daughter and offers Lorna and the X-Men the chance to join his army of mutants in taking over the world. The X-Men, Iceman in particular due to his romantic interest in Lorna, decline the offer and strike out at Magneto. As Magneto orders Mesmero and the Demi-Men to counter attack, Iceman grabs Lorna and makes a run for it.

Ordering Iceman to help them out, the X-Men are outnumbered by the attacking Magneto, Mesmero and Demi-Men, who overpower the X-Men. Eventually, the X-Men fight off their attackers and turn their attention to Magneto; however he is saved, much to the shock of Iceman, by Lorna herself. The X-Men are forced to flee and retreat with Magneto bellowing after them that his minions will kill them all.

Returning to Hank and Bobby's apartment, Scott orders Bobby to sit the coming battle out due to his emotions toward Lorna. Furious at being ordered to do so, Bobby angrily storms out of the room. Scott tells the team not to worry about Bobby as he believes the young love struck man will eventually cool down, and they begin planning their next move.

Several days later, the outer defenses of the Mutant City are attacked by a new evil mutant calling himself Erik the Red. Frightening off the guards, Erik orders them to go and collect their master Magneto, as he would like to join his mutant militia.

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The costumed villain known as the Conquistador has kept an eye on the Beast ever since he used his mutant powers to stop a robbery at a football game. Watching the boy’s football career, the Conquistador has decided to focus his army on capturing the boy as part of his plans to conquer the world.

Sending out his agents to capture the lad, one soldier attempts to run him down, however Hank manages to jump out of the way of his oncoming path. However, Hank lands near a number of the Conquistador's troops whom he manages to fight off. The Conquistador, however, arrives to personally deal with Hank by using his sword which fires a powerful electrical jolt that knocks Hank out.

Having heard of Hank's mutant nature, Professor Xavier sends Iceman to go and offer Hank membership in the X-Men, however, he finds that Hank's home is empty and there is evidence of a struggle. Reporting back to the Professor, Charles is left to ponder what may have transpired.

When Hank awakens sometime later in the secret base of the Conquistador, his captor offers him an ultimatum, aid in the Conquistador's plan of global domination, or his parents will die.

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