In New Mexico along the continental divide, stands a special home, owned by a very special young man, Warren Worthington III, the high-flying Angel and a former X-Man… and his former teammates have come to pay him a visit. Warren swoops down, greeting his old friend, Scott. Cyclops thanks his friend for welcoming them, especially on such short notice. Warren won’t hear it and tells the group to make themselves comfortable. Colossus politely thanks their host, admiring both house and country. Nothing compared to the Canadian Rockies, his teammate, Wolverine, states in a rare display of openness; now that’s beautiful country.
Warren’s attention has turned to his other oldest friend in the group, as he and Jean share a kiss. If they keep this up, they are liable to make Scott jealous, Warren jokes. If he keeps it up, an amused female voice announces, “Scott” will be the least of his worries. Warren introduces Candy Southern, his longtime girlfriend to those X-Men who don’t know her already.
Angel turns back to Cyclops, asking him what the problem is. He sounded serious on the phone. Cyclops agrees and asks Warren if they could talk somewhere in private. Privacy he gets, in Angel’s own inimitable style, as Warren sweeps his friend up and flies away with him. Candy offers the others lunch, while Xavier stares after his two pupils. He has no idea why Scott brought the X-Men here instead of to the New York HQ and thus directly disobeyed orders and then he flew away with Angel without a word of explanation. Xavier doesn’t understand his behavior, and he doesn’t like it.
Angel quickly covers several miles and finally lands on a butte. They are not likely to be victims of eavesdropping here, after all. So what’s on Scott’s mind? Someone’s after the X-Men, Cyclops discloses. So what? Angel asks flippantly. Someone’s always after the X-Men. It’s different this time, Scott replies and relates the events of the last few days. How the X-Men checked out two new mutants and how Xavier’s group was attacked and captured in Chicago – by foes who knew everything about their powers and how to defeat them. A telepath named the White Queen led them. Thankfully, the new mutant, Kitty Pryde, called in the rest of the team, who were themselves being ambushed. If it hadn’t been for the other new mutant, Dazzler, they would have been captured as well. Cyclops’ half of the team and Dazzler headed for Chicago and saved the others. Cyclops wanted to take in the White Queen for questioning, but in the end she preferred suicide to capture. Luckily, Phoenix had mind-scanned her guards and learned that she belongs to a secret circle of industrialists out to rule the world. They see mutantkind and the X-Men as a means of achieving that goal. They call themselves the Hellfire Club. At the mention of that name, Angel first looks surprised then becomes agitated. He’s a member of the Club, he tells Scott. And so is Candy.
Warren continues that he inherited membership along with Worthington Industries when his folks passed away. It’s an old, very stuffy, yet risqué, establishment Club. He and Candy visited there once, before he told the world he was the Angel. They didn’t like it and never went back, so whatever the White Queen learned about he X-Men, it wasn’t from him. But there has to be a leak somewhere, Scott insists. Theses people knew their powers, their weaknesses, the way they think! That’s why he brought the X-Men here instead of back to the mansion to throw their foes off. He doesn’t believe the mansion is safe anymore. And if that wasn’t enough to worry about, something weird has been going on with Jean lately…
As if on cue, Phoenix joins them, carrying a picnic basket. Time for a break, she tells the “boys.” Warren perceptively realizes that, in this case, three is a crowd and makes his exit, telling Scott they’ll finish their talk later. Looking after their old teammate, Scott muses that running a million dollar business has been good for Angel. He’s grown up. They’ve all grown up, Jean points out while spreading a tablecloth on the ground and telekinetically changing her Phoenix outfit into a bikini. Cyclops wonders why he finds that habit of hers and her power level so disconcerting. Why shouldn’t Jean use her powers to make her life easier?
He’s brooding again, Jean teases, as she sits down beside him. It’s what he does best, Scott jokes. Plus, he has a lot on his mind. Jean reiterates that he should finally take a break and, for once, be Scott Summers, lover of Jean Grey, instead of Cyclops, leader of the X-Men. He might even enjoy himself. With that, Jean suddenly shoves away his ruby quartz visor. Horrified, Scott protests while he squints his eyes shut. He reminds her that he cannot control his awesome optic blast. Jean draws his face closer to hers and calmly tells him to open his eyes; nothing will happen. Her telekinesis will keep his optic beams in check. She wanted to see his whole face for once. He has a good face. Scott can’t believe the level of power she displays, but he forgets about this, as Jean draws him down with her and they kiss passionately.
A week later, a rainy Manhattan evening. On a Fifth Avenue, four blocks downtown from Avengers Mansion, New York’s legendary Hellfire Club is celebrating its latest birthday with an exclusive party. The guest list includes several of the richest and most powerful women in the world. Thanks to Warren Worthington’s connections, it also includes the names of four incognito X-Men. Wolverine and Nightcrawler are less lucky than their teammates. They are making their way to the Club via a storm sewer, roughly twenty feet beneath the street. They examine the electricity cables and figure the Club is using as much electricity as a skyscraper. Kurt wonders why. Logan has an idea - With his claws, he strips off the insulation off the power lines. When the rising water hits them, they’ll short out and probably blow every light in the Club. A surprise blackout might come in handy.
Their teammates are sitting in a limo parked around the corner. Cyclops informs the Professor that, if he hasn’t heard from them by midnight, they are in trouble. Xavier worries. He doesn’t like the thought of them walking into a potential deathtrap. Scott agrees, but sees no alternative. They need proof to connect the White Queen with the Club. If they are ready for the X-Men, at least the Professor is safe with Angel in New Mexico and can act. He breaks off communication. Doesn’t Xavier agree with Cyclops’ plan, Angel asks his mentor. Xavier admits that he still has trouble re-establishing his psychic rapport with the team. They are going in unaided…
At that moment, Storm and Colossus enter the foyer of the Hellfire Club and leave their coats at the wardrobe. Colossus feels uncomfortable in the splendid finery they are wearing, aware that his suit costs more than his father could hope to earn in a year. He and Storm stroll inside the busy main hall. Even Colossus recognizes some of the people around. How could they be plotting the destruction of the X-Men? That’s what they’re hear to find out, Storm reminds him.
Phoenix and Cyclops make their entrance a little later, with Jean keeping in telepathic rapport with the others. As they enter the main hall, they are unaware that they are being watched. In a hidden sub-basement, Donald Pierce excitedly points at a monitor screen, recognizing the two. His companions in the Inner Circle, Shaw, Leland and Wyngarde, are pleasantly surprised. Shaw tells Wnygarde that this is his chance to prove that his boasts are true. If Jean Grey truly is his, body and soul, let her lead the attack on the X-Men.
Meanwhile, in the main floor ballroom, Cyclops and Phoenix are dancing and talking telepathically. Just as Scott compliments her on her tight, black, seemingly demure dress, Jason Wyngarde appears seemingly out of nowhere and cuts in. Before either X-Man can protest, he whirls Jean away in his arms. At the same time, he reaches into her mind and once more turns the clock back two hundred years. She is no longer Phoenix, the X-Man, but Lady Jean Grey, wife of Jason Wyngarde, and she has eyes for nobody else.
Scott cannot believe his eyes. He remembers meeting Wyngarde in the disco and Jean’s reaction to him. This is more than jealousy – he figures that this has to do with the timeslips Jean told him about in New Mexico. As Wyngarde ushers Jean out of the hall and up the stairs, Scott intends to follow. However, he momentarily freezes in his track as Wyngarde turns around, suddenly showing him another familiar face; that of the X-Men’s old foe, Mastermind the illusionist. “How charming -- the stalwart hero out to rescue his damsel fair. Not this time, Cyclops!” the villain mocks. Shouting out the villain’s name, Scott hurries up the stairs, but the pair is nowhere to be seen. Then, Scott is hit by an energy bolt – courtesy of Jean Grey, now dressed in a black corset and panties, cloak and boots. A triumphing Jason asks if he is dead and Jean haughtily informs him that, had the Black Queen struck to kill, there would be nothing left of the lad but ashes.
In the hall, Colossus heard the noise, Storm even moreso, her hearing being almost as acute as Wolverine’s. Colossus races upwards, transforming into steel and shedding his suit to reveal his costume, whereas the flying Storm simply transforms her unstable molecules dress with a lightning bolt. Worrying and frantically they race up the stair, to be welcomed by a very self-assured Shaw, wearing nothing more than his trousers. He advises them to surrender or they will be hurt. Colossus hits him, trying to go light on him. Shaw returns the blow, boasting that the punch has only made him stronger. Colossus kicks him, but Shaw, stronger still, grabs the young Russian by the leg, hurling him aside. At the same time, he tells Storm that half her team is beaten. If she yields, he will be… merciful. Storm cries “never” and tries to flee, hampered by the cramped space of the hallways. At the same time, she creates a pea-soup fog to make it harder for Shaw to get his bearings.
Elsewhere, Nightcrawler and Wolverine have clawed their way into a maintenance basement. So far so good, Nightcrawler announces. Wolverine disagrees. This caper is going way too easily. Is there any more news from the others? No, Nightcrawler admits, but reminds his friend of the old adage: “No news is good news.” Suddenly, he finds himself grabbed by the throat by impossibly strong hands. Worse, some sort of electrical field is shooting through his body, keeping him from teleporting. “In this case, goblin, your lack of news could have fatal consequences,” the haughty voice of Donald Pierce announces.
Wolverine simply attacks the skinny man with his claws, intending to cut through his arm. Instead, he only cuts loose the outer layer of artificial skin, revealing machinery and electronics underneath. “You’re a flamin’robot!” he announces incredulously. Not quite, Pierce corrects him, as he easily tosses him across the room with his free right arm, never letting go off Nightcrawler with the other. He is a cyborg. He knows all about cyborgs, Wolverine replies with a nasty smile, showcasing his claws. He almost became one himself. Pierce may be a “six-million dollar man” but when he is finished with him, six billion won’t be enough to put him back together again.
An overweight, kindly-looking middle-aged man suddenly enters the fray, announcing to Wolverine that they cannot allow that. Is he going to stop him, Wolverine mocks. The man introduces himself as Harry Leland and tells Wolverine that he accepts his challenge. Stop him he shall. Suddenly, Wolverine can barely stand upright. His weight is starting to increase. The X-Men are not the only mutants in the world, Leland informs him, amused as Wolverine sinks to his knees. He, for example, can increase the mass of objects and people around himself. Wolverine realizes that he is already weighing tons and Leland is still increasing his mass. The strain is killing him. Still he struggles, but in the end it is not Wolverine who yields, but the floor beneath him, which caves in. He drops like a runaway rocket into a storm sewer and the impact is akin to slamming full tilt into a steel wall. It leaves him stunned and, in the blink of an eye, he’s swept away.
Storm, still flying through the hallways, realizes that something has happened to her teammates – she cannot raise them on the radio comlink. Is she the only one left? How could the Club beat them so quickly? She tried blasting through the windows with her lightning bolts but some defensive system neutralized their power. Suddenly, Shaw catches up with her and grabs her ankle. She kicks him with her other leg, but Shaw immediately catches her by her cape and tells her that he absorbs kinetic energy. Any kick or punch just makes him stronger. He reminds her that she resisted when he offered mercy. Now, she can pay the price. He brutally slams her head against the ground and Storm loses consciousness.
Shaw is content. They’ve trounced the X-Men with no losses to their own and none of the Club’s guests is any the wiser. He joins the other members of the Inner Circle, along with their newest addition, Jean Grey. He wonders whether the Club should set its sights higher. Today the X-Men, tomorrow… the Avengers?
He asks Pierce how his arm is. Merely a scratch and easily repaired, the blond man informs Shaw. Wyngarde laughs derogatively and reminds Pierce that Wolverine cut through his bionic arm like it was made of butter. The Black Queen reminds her love that they just won a splendid victory. Why spoil it with harsh words?
Shaw openly agrees with her. Secretly, he is aware that trouble is brewing. Wyngarde provoked Pierce, but actually he is trying to get at Shaw. While a silent black-haired attendant clads Shaw in his robe, he thinks to himself that Wnygarde is as much a natural leader as he is. Sooner or later, he’ll try to make his claim for leadership, positive that as long as he controls Phoenix, nobody will oppose him. He turns to the two others, stressing that their victory was agroup effort. Wyngarde stirs up more trouble, reminding the others that his seduction of Jean Grey provided the key to their victory. They could have managed without her, Pierce protests. Then maybe he should release his hold on her, Wnygarde threatens…
Shaw tells both of them that this is enough. He stresses that he is the chairman of the circle and proposes a toast: “to the Hellfire Club—and our Black Queen—long may she reign.“
Jean Grey just smiles.
Down in the sewers, Wolverine struggles to find a handhold and finally drags himself up, exhausted, dirty and with murder in his eyes. “Ok, suckers—you’ve taken yer best shot! Now it’s my turn!”