X-Men (1st series) #111

Issue Date: 
June 1978
Story Title: 

Chris Claremont (author), John Byrne (penciler), Terry Austin (inker), Tom Orzechowski (letterer), Mary Titus (colorist), Archie Goodwin (editor)

Brief Description: 

The Avenger, Beast, has come to Texas on the trail of the X-Men, after using Cerebro to detect their whereabouts. He finds a group of characters at a circus who look like the X-Men, though here they are performers in Mr. Mike’s circus. He doesn’t know enough about the new X-Men to be sure it’s them and decides to investigate further. After seeing a woman he believes to be Jean Grey use her telekinetic power during an acrobatic performance, he follows her to her caravan. He fails to convince her that he’s her friend and her companion, Slim, asks Hank to leave. In the struggle to eject him, Hank’s disguise is uncovered and Hank has to resort to punching Slim clear out the caravan. Slim calls for backup and Hank races through the site, trying to escape his pursuers. He is finally taken down by a huge metal fist crashing through the tent and is subsequently overpowered by greater numbers. As he is taken to their boss, Wolverine manages to free himself of his chains and forces a guard to spill the beans. He then manages to break the mental control on Jean, who frees the rest of the X-Men. Hank, meanwhile, discovers it is Mesmero who is running the show and, despite managing to defeat his goons, Hank is knocked unconscious by an unseen force. The X-Men break in to Mesmero’s caravan but he falls to the floor, out cold. Another man stands before them, a man who Cyclops knows they are in no fit state to face.

Full Summary: 

(Sullivan County, Texas)

Beast mingles amongst an expectant crowd at a carnival, thinly disguised in a long jacket and hat. In his younger days, he was one of the original X-Men. Now, though, he is an Avenger and his contacts with his former teammates have become few and far between. He’s come to Texas in search of the X-Men but he’s found a lot more than he bargained for. He stares in disbelief at a familiar figure standing behind a makeshift ticket booth. Behind him are pictures of the acts in his circus. They are the X-Men, but not quite as they are normally seen.

Storm wears a leopard-skin bikini, Colossus wears a costume resembling an ancient Egyptian and Phoenix is dressed in a one-piece, different to her normal green outfit. The man sells his acts to the eager crowd. He calls it the greatest show on Earth, with thrills, chills and sights to bedazzle the eye and freeze the heart. He has goddesses, a Man-Beast from the Yukon and a man of steel. They can all be found in the midway and all for the measly price of five dollars. Beast covers his face a little more with his hat. He thinks he recognizes the man as Banshee, but as a carnival barker? From the pictures he’s seen, those shown behind Banshee could be the new X-Men, though he isn’t entirely sure. He should have taken time out to meet them, but life in the Avengers has been hectic of late.

Hank decides to nose around for a while. He’d prefer knowing what’s going on and who’s behind turning them into carnival freaks, before he makes his move. If they aren’t the X-Men, he can always steal away into the night and check Cerebro for malfunctions. Nearby, a man looking like Wolverine sits chained to a wall with a sign behind him. It reads ‘Man-Beast of the Yukon.’ An elderly man says he looks pretty mean, but his grandson reckons he ain’t so tough.

Hank moves on and thinks that could be Wolverine and the teleporting character near him could be Nightcrawler. Surely there can’t be two like him in the world, he thinks. If only he could be certain. The teleporter appears from nowhere in front of a group of people and screams, scaring the life out of them. A child holds his nose. It stinks. He heard a cat yell like that when his mom stepped on its tail. Moving further along the line, Hank comes across a dark-skinned woman with white hair. She stands surrounded by African ornaments and is receiving admiring glances from the guys in the crowd who make comments on her appearance. Poor kid, thinks Hank. No matter who she is, she shouldn’t have to put up with this. From what he’s heard, though, Storm wouldn’t. With nothing concrete and only hunches to work with, Hank wonders what Lorna has gotten him into.

(flashback, Xavier’s School for Gifted Youngsters)

Lorna was frantic when she phoned him from Scotland. Havok had been kidnapped and she’d been unable to get any answer when she called the X-Men for help. Beast hot-footed it to the mansion to see what he could do. If the X-Men were on a mission, he could still use Cerebro to find Havok. The place was deserted and, judging from the mail, it had been so for quite a while. He picked up a postcard, which read, “Having a great time. Wish you were here, Charles and Lilandra.” Hank wondered who Lilandra was and looked around the place.

He moved into the kitchen, where he found half-eaten food all around, as if they’d disappeared between one bite and the next. He wondered if their disappearance had anything to do with all the vanishing Avengers. The more he found, and didn’t find, the less he liked it. He checked Cerebro, only to find the system had been completely shut down. As there was no permanent damage, he re-started the computer and found the X-Men straight away.

(the present)

Hank didn’t know what to expect when he flew out here after calling the Avengers about Havok. Mr. Mike’s one-ring travelling tent show sure wasn’t it. Nothing makes sense to him and, the harder he tries to figure out, the crazier it gets. He looks up to the big top’s roof and sees a redheaded woman, who could be Jean. If the poster is anything to go by, she sure isn’t the Marvel Girl he knew.

All around Hank, the crowd holds its breath, as the woman attempts an incredible triple somersault forty feet up, without a safety net. She reaches for her catcher but the crowd screams, as she misses and begins to fall. Hank is about to head to the rescue but he needn’t worry, as the woman opens her arms at the last possible second and floats gently down to Earth. “Ladeez an’ gentlemen,“ the ringmaster shouts, “Let’s hear a grand round of applause f’r Miz Destiny!” Hank thinks he can call her what he wants but, as far as he is concerned, the lady’s name is Jean Grey.

He saw no hidden wires holding her up and he’s seen her use her telekinetic powers often enough to recognize them anywhere. He follows the woman back to her caravan and decides it’s time to make his move. Hank approaches her caravan and asks if he may come in. Smoking a cigarette, she replies that the door’s always open, as she’s a lady who loves to meet her public. She adds that he should make it short and sweet, as she has a heavy date. Her reply takes Hank a little by surprise and she asks if the cat’s got his tongue. Hank doubts himself and thinks he may have made a terrible mistake. No way is that Jean.

She prompts him to say something, as she doesn’t like starers. Hank says he’s looking for a friend of his, a woman named Jean Grey. She says he found her, though she can’t remember having any friends looking like him. “Marvel Girl?” he tries instead to try and prompt her memory. She thinks Hank is a kook. Her handle is Miz Destiny, like it says on the door. At that moment, another man wearing a shirt with Slim written on the chest walks in. He is the spitting image of Scott Summers. The woman informs Slim that this bozo’s got her confused with some other broad and asks him to remove the stranger. Slim grabs Hank by the collar and tells him to take a walk, and not to stop until he hits town. Hank says it’s him and asks if he recognizes him. Slim tells him to beat it; he doesn’t know anyone named Hank.

As he manhandles him, Hank’s hat slips off to reveal his true face. The woman is shocked. “Slim, his face! He’s a m-monster!!” she cries. There is a brief scuffle, as Miz Destiny’s scream echoes out across the lot. Slim grabs a handful of blue fur and tries to throw a punch. Beast decides enough is enough. He knocks Slim clear out the caravan and Slim calls for a guy named Rube. So much for the subtle approach, thinks Hank, as he removes his coat and leaps from the caravan. He should have decked him but he couldn’t help pulling his punch.

He looks across the lot and sees a group of men approaching, including a clown and a strongman. They are carrying sticks and chains and, in retrospect, Hank figures that punch may have been a tactical no-no. The clown, Bruno, wonders who he is, but Jukie doesn’t care. He’s a snooper and the boss says they gotta put down snoopers hard. Beast leaps through the pack, grabbing Bruno’s face as he leapfrogs him. Jukie asks Willis why he left the gorilla cage open again. Beast says he’s wrong. What they have here is a 100% bonafide, card-carrying Avenger, who seems to have a knack for getting into scraps.

The guys figure they can take him. They must, or it’s back to the slammer if he escapes. Beast leaps to safety and one of the guys remarks that he leaps higher than the Hulk. He lands in an open patch of ground but more and more goons appear from the shadows. He needs to get out of the light in order to lose them. A kid points at him and tells him mom that one of the big monkeys is loose. As Beast lays into Bruno, who is carrying a gun, he thanks the kid. His ego needed that. Don’t these people know a super-hero when they see one? After all, he wouldn’t want to see anyone get hurt.

Realizing that he’s boxed in, Hank scampers for safety. If the clown’s anything to go by, they’ll have rifles covering the exits. There’s still a show going on in the big top. He has to lay low, until it’s finished. The freak show tent, as much as he hates to admit it, looks like it’s made to order. He enters it, just in time to see the posse thunder by. He never realized Scott could be so bloodthirsty, assuming it is Scott Summers to begin with. For all he knows, he may have stumbled into a gang of dead-ringers.

Having a moment to gather his thoughts, Hank figures that, if it is indeed his old friend, then someone has been mucking with his mind; with all the X-Men’s minds. What must he do about it? He can’t risk handling this alone. Any force capable of zapping the X-Men isn’t one to be taken lightly. He wonders who it could be. He needs reinforcements on the double, like the rest of the Avengers, for instance. He can’t hear any noise outside, so he decides to move on. Suddenly, a giant metal fist smashes through the wall of the tent and hits Beast on the back of the head with crunching effectiveness. He falls to the floor in a heap. “Anyone get the number of that Uru hammer?” he quips, despite the pain. Behind him, a man looking remarkably like Colossus, only wearing a strange Egyptian-style outfit stands silently. If that was a fist, thinks Hank, as he eats carpet, he doesn’t want to see the body it’s attached to.

As the Man-Beast of the Yukon watches on helplessly, still in chains, a guy calls for back-up. Hank’s head is throbbing and his legs feel like rubber. He can barely stand, let alone fight. He tries to defend himself but, against overwhelming odds, he doesn’t even last five minutes. The Man-Beast becomes agitated by the scene and, as Hank is carried away to the main caravan, he begins to fight back against whatever put him there to begin with.

Hank is dragged unceremoniously to a caravan by Georgie and Billie-Boy, who knocks on the door. They worry that, if he found them, then maybe the other Avengers could. It’s almost as if their boss wants the Avengers to come. Georgie tells his boss that they have the Beast. Excellent, he replies and asks him to be brought in. As the barely-conscious Beast is pulled through the door, he is shocked to find that the man behind the whole thing is Mesmero. He sits casually on a table and says that who else could have conceived of such a delicious revenge against his most hated foes. He asks if Hank is surprised. After all this time, he never expected him to have forgotten about his fellow X-Men did he?

Hank defiantly states that he’ll never get away with this. Mesmero replies by asking who’s to stop him. He snared Marvel Girl in Grand Central Station. She never realized the danger until it was too late. She gave him access to Xavier’s mansion and, from there, the X-Men fell like dominos. An instant’s eye contact is all he needed to enthral even the strongest of them, as he will now enthral him.

As Mesmero’s eyes begin to glow amid the darkness of his caravan, Hank McCoy feels his universe slipping out from under him. Outside the caravan, chains snap, and, despite the enormous strain, Wolverine manages to break free of both his physical and mental restraints. His innate desire to remain free has allowed him to focus this primal, elemental need, which is at the core of his very being. His head begins to clear of the miasmic fog that shrouded it and he wonders where he is. The last thing he remembers is Jeannie with some green-skinned dude; his fires burning into his head. He grabs a guard and decides he’ll provide him with all the answers he requires. His methods make the man talk quickly.

A few minutes later, in Jean’s caravan, she applies some lipstick and tells Scott that just thinking about Beast gives her the shivers. She’s late for a date with her boss and needs to run. However, before she can go anywhere, Wolverine comes crashing through the side of the caravan, now in costume. He tells her she ain’t going anywhere. Jean asks who he is and what he wants, calling for ‘Slim’ to help. Wolverine tells her his name and informs her that he’s one of the X-Men, just like her. All she has to do is remember. Scott warns him that he’ll have to go through him first. Wolverine gladly obliges, turning and laying Scott out with a thumping backhand.

He wastes no time in grabbing Jean’s neck scarf. Jean is terrified and tells him she’ll do whatever he wants, as long as he doesn’t hurt her. He replies that he wishes there were some other way. He slaps her across the face. He knows that he managed to break out of his hypnotic trance by reacting on an instinctive level and hopes Jean can do the same. He slaps her again, as Scott recovers, hoping she’ll react the same way he did. Luckily, and unluckily, she does. “Stop!” she screams, “Don’t you hit me little man. Don’t you ever hit me like that again.” She transforms into Phoenix almost immediately and blasts Wolverine across the room before realizing what she’s done. She rushes over to him and apologizes. He tells her she packs a mean zap and asks her to use her powers to help free the rest of the X-Men.

Mesmero, meanwhile, is surprised that his powers, even at full strength, don’t appear to prevent Beast from resisting. Hank thinks that his skull’s about to burst. If only Mesmero would ease off a little, he reckons he could bust loose. Fortunately, one of Mesmero’s lackeys appears and informs him that the X-Men have gone and are trashing everything in sight. They can’t hold them back. Hank’s opportunity isn’t wasted and he knocks out Georgie and Billie-Boy by smashing their heads together. He tells Mesmero that he’s going to bring his house of cards down around his ears. He backs up as he faces Hank, who is physically much stronger than he. As Hank is about to grab him, he suddenly stops and screams before collapsing to the ground. “You! But, it c-can’t be!” stutters Mesmero. The new arrival says, “Ah, but it is, Mesmero.”

Outside, the X-Men are all back in uniform and proceeding to take the fight to their captors. They remember everything that has happened to them in the weeks that they have been in Mesmero’s power, and they like none of it. Banshee flies majestically overhead, as Nightcrawler teleports between opponents, landing crunching blows on each of them. Cyclops blasts the gun from someone’s hand, as Colossus, Storm and Wolverine each pitch in. Cyclops has them hit fast, as he wants to get Mesmero before he slips away. They manage to fight their way through to the main caravan and Banshee takes out the last of them with a sonic blast. Nightcrawler used to love the circus and can’t believe Mesmero treated them as puppets to be used and thrown away.

The X-Men enter Mesmero’s caravan and discover Beast lying on the floor. Jean mindprobes him to ensure he’s okay. Luckily, he’s just unconscious. Cyclops informs Mesmero that his fun and games are over. He asks if he’s coming quietly or do they have to take him apart. Unexpectedly, Mesmero collapses to the floor, face first. Behind him, a figure sitting on a high-backed chair tells them they shouldn’t worry about Mesmero. He should instead worry about simply surviving to see tomorrow’s sunrise. The X-Men can’t believe who is speaking to them. Cyclops knows they’re nowhere near to take on this guy.

He stands and greets them. He trusts they have quite recovered from Mesmero’s mindgames. They have unfinished business. If they remember, when last they met, he swore that all their powers and skills could not save them from his wrath and they will not. This time, final victory belongs to Magneto!

Characters Involved: 

Banshee, Colossus, Cyclops, Nightcrawler, Phoenix, Storm, Wolverine (all X-Men)

Beast (probationary Avenger)

Carnival performers and staff including Billie, Bruno, Georgie, Jukie, Rube and Willis

Carnival crowds



(in flashback)


Story Notes: 

Lorna Dane called Hank in Marvel Team-Up (1st series) #69 after no one picked up at the mansion. Havok’s adventure concluded in the following issue.

The Avengers began vanishing in Avengers (1st series) #170. The Collector was revealed to be the culprit in Avengers (1st series) #173.

Hank’s Uru hammer comment refers to Thor’s hammer, Mjolnir, which was forged out of the mystical metal, Uru.

It’s strange that, after spending ‘weeks’ as prisoners, they managed to get their costumes back straight away.

When Mesmero greets the X-Men at the end of the issue, he is presumably being held up magnetically by Magneto.

Issue Information: 
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