Cyclops brings the X-Men to the private home of Warren Worthington (former X-Man known as Angel) in New Mexico. Cyclops requests a private talk with Warren and the two fly miles out into the dessert. Xavier watches grimly as Cyclops flies off with Warren, having disobeyed all his instructions to return to the mansion and not informing him of any of his plans or intentions.
Cyclops confides in Warren about his suspicions that “someone” powerful is after them. Cerebro had detected two new contacts. One of them was Kitty Pryde, and when Xavier sent half the team they were easily captured by the White Queen. The other mutant was Dazzler that Cyclops and the rest of the X-Men were sent to check out, who prevented Cyclops’ team from being ambushed when an alarmed Kitty called them in New York for help. The White Queen was part of an establishment called the Hellfire Club, which Warren happened to be a member of, inherited from his father.
While Warren swears that the Hellfire Club’s knowledge of the X-Men did not come from him despite his connections, Cyclops suspects that “there has to be a leak somewhere”. The X-Men’s coming to Warren’s home is to throw the Hellfire Club off to buy them some time to plan their move. And also for Cyclops to confide in his long-time friend about Jean becoming Phoenix.
They are being interrupted by Jean who had followed them into the desert. Warren leaves the two lovers alone. Jean had planned a private picnic for the both of them to try and de-stress Scott. She telekinetically holds back his optic blasts, and with his visor removed and eyes revealed, they share a kiss.
A week later, the X-Men plan their return to the Hellfire Club. Wolverine and Nightcrawler sneak in through the sewers, while Scott, Jean, Ororo and Piotr, with invitations courtesy of Warren, participate in a bash thrown by the Hellfire Club. Cyclops has Xavier remain in New Mexico to monitor them from a safe distance, with Warren on standby. Xavier is skeptical of the plan as he is unable to re-establish psychic links with the X-Men and would not be able to guide them.
Ororo and Piotr enter the Club first, giving the all clear to Scott and Jean. Jean is instantly recognised by the Hellfire Club’s Inner Circle, as the woman Wyngarde had been psychically wooing the past weeks. Wyngarde presents himself on the dance floor, whisking away Jean from Scott’s arms and into her hallucination. Jean is under Wyngarde’s hold and is led upstairs by him. Scott pieces together Wyngarde from Jean’s “timeslip” hallucinations, and a slip of his true appearance gives him away to Scott as Mastermind.
Scott follows the two upstairs, but it is too late. Jean had been transformed into the Hellfire Club’s Black Queen and Scott is knocked out cold. Ororo and Piotr hears his screams and as Storm and Colossus, hurry to his aid. They are confronted by Sebastian Shaw, whose ability allows him to absorb force from his opponent, making him stronger and channel it back.
Wolverine and Nightcrawler are confronted in the sewers by Donald Pierce, a cyborg, and Harry Leland, who has the ability to increase mass in objects and people. Wolverine is sent into the depths of the sewers.
With the X-Men captured, the Hellfire Club settles for a celebration, with toasts to their new Black Queen. Shaw sees that Wyngarde is becoming arrogant with his possession and control of the Phoenix, and is on his guard should Wyngarde decide to oppose him and take charge.
(Classic X-Men #38 is a reprint of Uncanny X-Men (Vol 1) #132.)