The X-Men get attacked by the mechanical spider (which attacked Spider-Man in X-Men #38), as soon as they approach the alps where Factor Three is hidden. They manage to defend themselves, until they get put asleep by a sudden fog. As they wake up as prisoners, they are welcomed by four super-villains: The Vanisher, Unus the Untouchable, the Blob and Mastermind, all working for Factor Three, led by the Mutant Master, who sentences the X-Men for aiding the Homo sapiens. The X-Men are held prisoners while Factor Three menaces to destroy the human race.
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