The X-Men are attacked by the Warlock. Marvel Girl is inexplicably drawn towards his outstretched hand as her team mates try to stop her. She tries to contact Xavier, but finds that he is already a captive of the Warlock. The Warlock wants to possess Marvel Girl.
He transports Marvel Girl and Xavier to a land resembling the “New England Hills”, and gifts them pegasuses. The Warlock lets Angel tag along. They fly into a cavern and come to a castle.
There, the Warlock reveals to Xavier his “master plan”. He was once Merlin, put in a coma by Thor, and now awoken in the present. He changed his appearance to avoid detection by Thor, and intends to conquer the world with a mysterious machine. Wanting to learn more about his plans, Xavier presses the Warlock to tell him more about the machine and learns that while comatose, the Warlock still managed to command people to construct his machine.
Only Marvel Girl is under the spell of the Warlock. When the Warlock proceeds to escort Marvel Girl around the castle, Angel retaliates against the creep. The Warlock commands Marvel Girl to stop Angel. Then, he creates the illusion that Angel’s wings are on fire. Xavier, pretending to be weak in order to keep close to the Warlock, orders Angel to put the imaginary fire out in the stream. With the Warlock distracted, Xavier is able to fully break the Warlock’s hold on him.
While showing Marvel Girl around, the Warlock senses that he has lost his hold on Xavier. He hurries back to Xavier, and finds him unconscious. Angel helps sell Xavier’s pretence. When the Warlock attends to Xavier, Xavier guides Cyclops, Beast and Iceman “out of negative space” where the Warlock had left them.
The Warlock is angered. Xavier accepts the Warlock’s tournament in exchange for their freedom. While Cyclops, Beast, Angel and Iceman fight for their freedom, Xavier and Marvel Girl are held hostage, and Xavier is “[banned]” from using his telepathy. Cyclops has a plan to defeat the Warlock.
Using teamwork, the X-Men easily defeat their opponents in the tournament. Beast is able to leap up to where the Warlock is but is blasted off the wall. Iceman fashions an ice slide to break Beast’s fall. The Warlock abandons Xavier, grabs Marvel Girl and retreats. The X-Men chase after him. With increasing distance, Xavier is regaining his telepathic powers.
Marvel Girl finally breaks free of the Warlock’s hold on her after seeing him attempting to kill Xavier and her team mates. She rescues them from being buried by a crumbling tower, courtesy of the Warlock. When the Warlock attempts to regain control of Marvel Girl, he is blasted by Cyclops and apprehended by Beast. Xavier uses his powers to put the Warlock back into a coma. The world is once again safe and the X-Men return home. Marvel Girl wonders if the concern Cyclops had for her was his way of telling her that he loves her.
Marvel Girl: (Thoughts.) I can’t help wondering! Scott’s voice--his every expression--seemed so terribly concerned when I was the Warlock’s hostage! Could it be that he does love me--but that, for some unknown reason, he’s never told me?