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The X-men return to their headquarters with an injured Professor X. While chasing down the Brotherhood of Evil Mutants, Professor X was caught in an explosion that seems to have robbed him of his telepathy. The X-men put Professor X to bed. They are soon interrupted by the arrival of visitors. Jean's parents ( John Grey and Elaine Grey) have come for a visit. The X-men scramble to get into normal attire.
The students show the Greys around the school including and inactive Danger Room. When the students and the Greys leave the room they accidentally activate it with a trapped Cyclops inside. A simulation prepared for Beast starts, but he is able to defend himself with cause too much commotion. The Grey leave confident that they were right to send their daughter their on her free scholarship.
Mastermind has been dispatched by Magneto to find the X-men but has failed to turn up any leads. He and Quicksilver return to Magneto's new base, Asteroid M. Magneto is focused on destorying the X-men and quickly silences any other ideas that Quicksilver, Toad or Scarlet Witch may have. Magneto has come up with a new plan to find the X-men. His plan is to use the Toad to trap the X-men.
Meanwhile the X-men try to relax and watch a little T.V. to take their mind off the trouble with Professor X's health or Magneto's mutants. On TV they spy a young track athletic with incredible leaping powers. The other athletes notice as well and turn into an angry mob. The X-men are convinvce he is a new mutant in need of help and rush to his aid.
The X-men rescue him but then realize he seems familiar. Toad tries to escape but the X-men try to apprehend him. Magneto and the Brotherhood arrive and attack. The Brotherhood capture Angel and escape to Asteroid M, but are forced to leave the Toad behind.
Back on Asteroid M, Angel is tortured to reveal the lair of the X-men but resists due to Professor X's training. Toad feels compelled to returned to Magneto and summons a drop ship that returns him and the X-men to Asteroid M. Magneto plans to blow the X-men out of an airlock into the vacuum of space but Scarlet Witch prevents her. The X-men are able to rescue Angel and escape in a landing pod. When the X-men return they found Professor X in good health. He had faked losing his power to see if they could manage on their own as a sort of final exam.
This is the first report of Magneto's first base, Asteroid M. It is also the first story that shows one of the X-Men parents, the Greys.