Professor Xavier takes a photograph of his students during their graduation. Afterwards he informs them that they must continue their fight against evil mutants without him while he takes care of some unfinished business. He tells his students that he will be selecting a new leader amongst them soon.

Across town at another mansion, the Brotherhood of Evil Mutants regroups. Mastermind and the Scarlet Witch are the first to arrive. Mastermind offers the Scarlet Witch a life of luxury, but she refuses since she cannot stand him. Magneto and the rest of the group arrive.

Back at the school Professor Xavier asks Cyclops to accompany him to a previously off-limit section of the school. There he shows Cyclops his invention, Cerebro, which is used to detect mutant brainwave activity. Cyclops wonders why a telepath such as Professor Xavier would need such a device, so Professor Xavier informs him that it is intended to be used by the new leader of the X-Men, Cyclops. Cyclops questions his mentor's decision considering Angel's aggressiveness and Beast's intelligence, so Professor Xavier informs him that it is because of Cyclops' leadership abilities. The next morning the X-Men awaken to learn that Professor Xavier already departed. They congratulate Scott on becoming their new leader. The group decides to go to New York City that night to celebrate, but Scott refuses saying that he has to stay and monitor Cerebro.

At a carnival Magneto seeks out the Blob suspecting that he is a mutant due to his inability to be moved by an elephant or a cannonball. Magneto tries to perform a mind probe of the Blob, but is stopped by a mental block put on him by Professor Xavier.[1] Suddenly the Blob's manager appears and tries to fend off Magneto, not wanting him to talk to his client. Magneto orders the Brotherhood to attack the carnival workers. They all run off leaving Magneto alone with the Blob. Magneto orders the Blob to join the Brotherhood of Evil Mutants.

At first the Blob refuses and attacks Magneto, but he overcomes his mind probe. Wanting revenge against the X-Men, the Blob agrees to join the Brotherhood of Evil Mutants.

At the mansion Cerebro's alarm suddenly goes off alerting Cyclops of the Blob's recent activities. Cyclops tries to contact the rest of the X-Men, successfully reaching Warren. Warren gathers Hank and Bobby so that they can meet back up with Scott and Jean.

Magneto challenges the X-Men to a fight at an abandoned factory. A fight begins between the two groups. Cyclops' leadership skills quickly show as he leads the X-Men in successful counter attacks of everything that the evil mutants can throw at them including missiles. With the X-Men standing together, Magneto fires a second round of missiles at the group even though the Blob is standing next to them.
The X-Men hide behind the bulky villain and let him take the full force of the missiles. Magneto orders the rest of the Brotherhood of Evil Mutants to retreat seeing that his plans have failed. The X-Men offer to help the Blob since his teammates abandoned him. The Blob refuses telling them that he's fed up with fighting other people's fights, and that he just wants to return to the carnival.

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