As the X-Men watch the Mutant-Master mock them on a screen, Beast detects a bomb planted beneath the facility is about to blow. He alerts his team mates, who hastily retreat to Factor Three’s “flying eggs”. They watch from the air as the facility explodes. With the trail of Factor Three gone cold, the X-Men return to the mansion to wait “until the Mutant-Master tips his hand”.
The Mutant-Master and his men are ensconced in another hideaway preparing for their next move. The Changeling has second thoughts about obeying the Mutant-Master who treats them like mere slaves.
While the Mutant-Master shows off his powers by demolishing “worn-out equipment”, the signal is detected by Cerebro. After determining Factor Three’s location, the X-Men set out once again. Cyclops and Iceman head for the military base to stop the Mutant-Master’s plan to launch atomic missiles. Marvel Girl, Angel and Beast will carry out the rescue of Xavier and the Banshee. Marvel Girl worries about being separated from Cyclops should they meet with danger.
Marvel Girl: (Thoughts.) I know Warren and Hank are just putting on a show for my benefit--so that I won’t worry about Scott! But I can’t help wondering...If I’ll ever see the one I love...again...!
Marvel Girl, Angel and Beast arrive in Eastern Europe. Marvel Girl and Angel do an aerial scout, while Beast approaches on foot. The castle guards spot Beast and attack him. Meanwhile, Marvel Girl and Angel run into the Vanisher and Blob.
The Changeling gloats about the world domination plans to Xavier when the Mutant-Master appears. The Mutant-Master dismisses the Changeling for insubordination.
Meanwhile, Cyclops is having a hard time convincing the officers at the military base of the impending “infiltration”. Cyclops and Iceman are forced to declare their intention to destroy as many missiles as they can lest Factor Three get their hands on the missiles.
Marvel Girl and Angel hold their own again the Vanisher, Blob, and their Factor Three android guards. Knowing that they are defeated, the Vanisher disappears, leaving the Blob behind and exploding the android guards. The castle guards catch up to Marvel Girl and Angel. They are thrown in the dungeon together with Beast and Blob.
The Mutant-Master watches on, satisfied that everything is going mostly according to plan.