The Banshee uses his supersonic abilities to steal a painting in New York City.
The Mimic has agreed to help the X-Men against the “mutant menace”. Xavier uses his “mental power to increase the duration of the Mimic’s abilities” and monitors the Mimic to understand the limitations. Once the Mimic flies out of the extended range, he starts to lose his gained powers. Xavier has the Mimic improvise to save himself from falling out of the sky.
The Mimic arrogantly declares that despite his limitations, he will still be the best out of all the X-Men. His uppity attitude does not sit well with the X-Men. Cyclops warns the Mimic about over-stepping his boundaries and challenging Xavier’s authority. Xavier has Cyclops assist him with Cerebro.
Banshee returns to his lair with his stolen artwork. Meanwhile his partner, the Ogre has been diligently carrying out Factor Three’s plans and located the X-Men’s headquarters. The Ogre bemoans that Banshee does not do any work while he continues the preparations. Banshee complains that he has run out of tobacco and heads into the city to get more.
Banshee knocks out all the people near and inside the tobacco shop with his supersonic powers, except for the hard-of-hearing janitor who was cleaning the back of the store. Seeing Banshee stealing, the janitor locks up the store and goes in search of a policeman to report the theft. Banshee uses his powers to break the gate and escape.
The newly improved Cerebro has detected new mutant activity. Judging from the readings, this mutant “made the machine react more strongly than Magneto ever did. Xavier had been anticipating an attack at the Institute for weeks and urges the X-Men to prepare for the attack.
Jean is hanging out with Ted at the park when she hears the news on the radio about a mutant stealing a painting and tobacco. She wonders if this mutant was the “mutant menace” whom Xavier had been taking about.
Later that evening, Factor Three is ready to carry out their plan to kidnap Xavier. The Ogre creates the illusion of a fire at a dock to distract the police. The news reports that this is the third time the city is experience mass hysteria. The Ogre intends to report Banshee’s “folly” to his superiors after the mission. The evil duo set off on their mission.
The X-Men are made to wear earplugs and communicate telepathically via Xavier. Xavier tells the X-Men that since the Puppet Master, someone else had been trying to control his mind, and hence his fears of an imminent attack. But the earplugs cannot hold up against Banshee’s powers and the X-Men are quickly knocked out. Banshee calls for the Ogre to retrieve Xavier. Marvel Girl arrives in time to stop the Ogre from leaving. She is able to hold her own until the rest of her team mates regain consciousness. The X-Men drive Banshee and the Ogre away. The villains retreat to their vehicle to recharge in order to launch a second attack.
Meanwhile, the X-Men are also preparing for a second attack. Xavier had probed Banshees mind to uncover the secret behind the earplugs he wore so he would not be affected by his own powers. After replicating the enhanced earplugs, Xavier and the X-Men put them on. Just then, Banshee strikes again. But this time, the X-Men are well-prepared and Banshee is captured.
Banshee is held in a chamber with limited oxygen so he is unable to use his powers to break free. When Cyclops is sent to fetch another tank of oxygen, and the Mimic sent out to scout the grounds for the Ogre, they are attacked by the Ogre. As the Ogre attempts to free Banshee, Cyclops returns and destroys the Ogre’s “Repello-Ray”. The Ogre makes his getaway, but gets into a fight with the Mimic. Marvel Girl discovers Banshee’s chamber has been smashed, allowing Banshee to escape. Xavier confesses that he was the one who smashed the chamber.
Xavier explains that Banshee was made to wear a headband so the Ogre could control Banshee to do his bidding for Factor Three. The headband would explode if tampered with, but since the Mimic had destroyed the Ogre’s controls, Xavier is now able to safely remove the headband for Banshee who does not attack the X-Men out of gratitude.