The Mimic is back and he confronts Marvel Girl, Iceman, Cyclops, Beast and Professor Xavier. He gloats that, last time, they only defeated him through trickery, but this won’t happen again. Iceman tells him that, although he might have imitated all their powers, the X-Men will still defeat him. The Beast, however, is not so sure, as he also has the Angel’s wings. Xavier urges his students to win, for he senses there is far more at stake than mere prestige.
On Cyclops’ command, the four X-Men split up, though the Mimic, rather unimpressed, says it won’t help them. Jean notes how sure he is of himself and his powers, while Hank bounces off the walls, trying to get behind the opponent. However, the Mimic is faster and uses Iceman’s power to freeze the wall. Hank slips off and Jean tries to telekinetically slow his fall, but she is too late and Hank slams headfirst into a wall, knocking him out. Jean thinks to herself that it’s only because she has been busy in college so much that she didn’t have the time to practice with the others.
Cyclops is the next to attack, but the Mimic, as agile as the Beast, easily leaps out of the way of the optic beams. Just as the three X-Men re-group, they hear Xavier’s telepathic voice telling them to cease the fight, as the Mimic is here as a friend. Jean and Bobby hesitate, though Scott sees through the ploy; it was the Mimic himself who send the telepathic command, courtesy to the professor’s telepathy that he is mimicking as well. Next, he fires an optic blast, though Cyclops manages to dodge it. However the Mimic was aiming at the statue behind Scott and, as it comes down, it knocks the X-Men’s leader out as well.
As the Mimic approaches the remaining two X-Men, they decide it’s time for a strategic retreat as, despite the others being unconscious, the Mimic has still access to their powers. Iceman creates a cane and uses it to swing up to the room’s chandelier, while Jean telekinetically lifts herself across the room. From above, Bobby creates hailstones the size of golf balls, something the Mimic can’t duplicate as it took long practice to learn how to make them. While the opponent is distracted, Jean telekinetically places a kettle on top of his head. It’s no use, as the Mimic disintegrates it with an optic blast. Now, the Mimic gets mad. He leaps for Iceman at his lofty spot, but Jean telekinetically grabs Bobby, causing the Mimic to miss him. Acting quickly, the Mimic combines the powers of the Beast and the Angel to swing around in midair and kick Bobby in the gut, rendering him unconscious too.
As the Mimic turns to Marvel Girl, Xavier cries out not to harm her. After all, this is merely a test of strength. However, the Mimic is intent on showing that he can defeat the entire team, though he calms the professor, saying that he won’t injure Jean. The female X-Man says she’ll never surrender but, suddenly, she gets weaker. The Mimic uses his telepathy to make her and, once she blacks out and sinks to the ground, he triumphantly raises his fist – from now on, nothing and nobody in the world will stop the Mimic!
(the day before)
The X-Men return from their mission in San Rico. The badly injured Angel is carried on a stretcher and Xavier advises Cyclops, Iceman and the Beast to make no sudden moves, as that might do irreparable harm to his damaged wings. While Warren is brought to Xavier’s study for proper examination, he tells Scott not to blame himself, it was his own fault and he was delirious when he accused him before. Easier said than done since, right after the door of the study closes behind Xavier and the wounded X-Man, Scott is lost in his inner doubts and feelings of guilt. He is the X-Men’s leader, so he knows that he is responsible for Warren’s condition. Also he had planned to tell Jean of his love for her, but as long as he can’t be sure whether he subconsciously tried to eliminate a rival for her affection, he doesn’t dare to do that.
Iceman and Beast wonder if they can somehow help Scott, but they realize that this is something he has to face alone. Somewhat later, Xavier has finished his examination and joins his students in front of his study with good news – the Angel will recover. But there is more, the tendons and ligaments, which control Warren’s wings, were severely jolted by the optic blast and, unless he receives a complete rest, he might lose the power of flight forever. On top of it, while the X-Men were in San Rico, Cerebro picked up a new mutant menace, one which may be the greatest they ever encountered and it comes at a time when the team’s fighting strength is at its lowest ebb.
Meanwhile, Jean Grey is enjoying a track training session at Metro College. Her fellow student, Ted Roberts, is among the contestants and she cheers for him. Ted wins the run and also scores well in other events of the day. In pole-vaulting, Ted even sets a new school record. Amazed by his performance, Jean thinks that she doesn’t miss being Marvel Girl as much since she met Ted, so maybe she wasn’t cut out to be a super-heroine after all. She turns to him, asking if he doesn’t ever get tired. Ted asks how can he, with a girl like Jean rooting for him? He wants to do a few more laps in the pool but, afterwards, invites Jean for a drink.
Not much later, the young couple strolls across the campus. Jean can’t help but mention that she noticed how hard he drives himself in his athletics and she wonders if there is a special reason. Ted answers that there is and that Jean is the first to ever notice this. Generally, he doesn’t like to talk about it but he senses that she is someone special, so he lets her in on his secret. It concerns his older brother Ralph. No matter what he does or where he goes, Ted always feels like he is in Ralph’s shadow.
He doesn’t get to finish his story as, suddenly, an explosion is heard from the chemistry building. Ted and Jean run over and they see Calvin Rankin being carried out of the destroyed lab. Thankfully, he is unharmed. He only inhaled a little too much smoke. The couple tends to Calvin, who starts coming around, with his memory fully intact. Somehow, the blast restored it and his powers. He quickly gets up and dismisses the friendly people that were just trying to help. As he walks away, he tells them that he doesn’t need help from anybody ever again. From the look in his eyes, Jean can tell that Calvin regained his powers.
In a secret lab not too far away, the Puppet Master, wearing a protective suit, is molding some of his radioactive clay into a puppet. Too often he has been the pawn of men of greater physical strength than he, but that time is past. The one thing he desires most is revenge on the Fantastic Four and, now, he has come up with a great idea, as he molds the little puppet in the image of the X-Men’s secret mentor. He doesn’t know his name but, thanks to the Mad Thinker, he knows what he looks like. Once he is under his control, he can order the X-Men to battle the Fantastic Four in his name. However, as he tries to use his mental control on the little doll, the Puppet Master is hit by some feedback. The Puppet Master realizes that the X-Men’s mentor must have erected a psychic shield to never fall under his spell again. He destroys the useless puppet, but he will seek another to serve him.
At the same time in Westchester, one of the X-Men is concerned over Xavier getting pale. However, the professor says it’s nothing. For a fragment of a second, some outside force tried to control him, but the danger has passed. Besides, they have more pressing matters at hand, as he has Iceman cool some plastisthene tubing, reducing it in size, so that he can install it in a cylinder shaped device more easily. The Beast holds a second cylinder in place, while Cyclops works on some controls that join the two objects and lift it upwards. The three teenagers wonder about the purpose of the device, until the professor tells them that it’s a multi-frequency booster, designed to increase Cerebro’s power so that the new menace can be better pinpointed. Xavier believes that he has found the reason why it’s been quite some time since the X-Men discovered a new mutant thread, but he needs further proof before he will tell his students. He then asks to be left alone and tells the X-Men that they may spend the next few hours as they wish.
All by himself, Xavier concentrates and, then, his astral self departs on a journey across the Atlantic to a small valley somewhere in central Europe, where two former foes of the X-Men are honing their recently restored powers – Quicksilver and the Scarlet Witch. Pietro tests his speed by chasing a trained falcon, as suddenly the siblings hear Xavier’s voice inside their heads. He tells them that he means no harm despite their earlier enmity and asks them to join the X-Men against a common threat. However, Wanda says it’s impossible and Pietro agrees. Although once they might have wanted to join the X-Men, they are full-fledged Avengers now. Xavier politely thanks the twins for their time and returns home, though the Scarlet Witch wonders if they have made the right choice.
In midtown New York, Hank and bobby are spending some time with their girlfriends. They offer to buy them a hot dog and cherry soda, kind of to make up for their abrupt departure during their last date. After girls get their food, Bobby realizes that he didn’t bring any money and asks Zelda to pay, who surprisingly doesn’t mind. After all, she is a working girl. At the same time, Vera demands to know the reasons for Hank’s walkouts but, with his usual wordiness, Hank tries to talk himself out of the question. Suddenly, Hank is saved by an alarm bell going off. Zelda sees two men running away; apparently it’s a bank robbery. The Beast wonders how he and Bobby can lend a hand without the girls, but the problem solves itself, as Zelda and Vera are so excited that they run to the scene of crime, leaving their men behind.
Thirty seconds later, Iceman and Beast have changed into their costumes and they hope to catch the thieves before the girls will even notice that they are gone. Otherwise, they’ll have to come up with super-hero excuse number eight, “We got lost in the crowd.” However, before they even have a chance to catch the robbers, Spider-Man has already finished the job and is taking pictures of the crooks caught in his webbing. The two X-Men are about to head back, as they receive a message from Xavier to ask Spider-Man to join them. However, he is really busy at the moment and he already almost joined the Avengers, but it didn’t work out. Spider-Man swings away, thinking that it might have been nice to be with people of his own age, but fate seems to have meant him to be a loner. Iceman wonders why he was taking pictures of the crooks, but Hank urges him that they need to get back to the girls. Speaking of which, Zelda and Vera are quite annoyed that their men have once more vanished without explanation during a date.
(the next afternoon)
A Rolls Royce approaches the girls’ dormitory of Metro College, carrying Xavier, Scott, Hank and Bobby. The professor explains that he wanted to enlist Spider-man in their imminent struggle, but maybe they’ll run into the Human Torch somewhere on the campus while they pick up Jean. The group’s arrival is observed by Calvin Rankin and, although he doesn’t count the Angel among Jean’s visitors, he chooses to confront them now. While Hank and Bobby get Jean’s bags and suitcases in the car, Scott returns with the Professor; they have discussed something in private, but also have learned that the Human Torch is still absent. Right as they are ready to leave, Rankin makes his presence known, asking if he can ride along.
The X-Men are about to spring into action, but Xavier tells them to listen to what Calvin has to say first. Putting on a pair of special ruby-glass shades - Calvin learned of them through Xavier’s telepathy months ago - the Mimic says he feels his body changing, adapting to Beast’s and Iceman’s powers. If the X-Men don’t want him to reveal their secret identities, they should take him along, he demands. Having no other choice they accept.
In his secret lab, the Puppet Master has spied on the entire exchange on a monitor. Actually, he was spying on Metro College because of the Human Torch but, accidentally, he came across the X-Men. This new super-being, the Puppet Master realizes, although not a mutant, combines all the X-Men’s abilities within himself. The Puppet Master thinks that, by the time the team reaches their headquarters, he will have finished a radioactive puppet of the Mimic. First, he’ll make him test his worth by battling the X-Men.
Not much later, Professor Xavier and his charges arrive at the school in Westchester. Calvin quickly gets out of the car, as he feels Warren’s wings sprouting on his back. No sooner does he step inside the building than his wings erupt, tearing through his shirt. He now once more possesses all of the X-Men’s powers and intends to keep them this time.
While the Mimic changes into his own costume, the X-Men do the same, only they are new costumes, slightly redesigned versions of their old ones, a gift from Jean. They now have red belts and the shirts are not fully yellow anymore, but only on the front and backs. Additionally, Marvel Girl now only wears a face mask instead one that covered her entire head. The Mimic and Xavier join them, with an important announcement. Cyclops has asked to be relieved of his command of the X-Men and, instead, the Mimic will become deputy leader. Calvin thinks to himself that Xavier told him of the impending mutant menace and so he needs him. Also, as he never would take orders from the others, he had to make him team leader.
Right then, the Puppet Master has finished the doll resembling the Mimic and starts to use his strange power on it. In the school, Xavier is just about to suggest that the Mimic trains together with the other X-Men, as the Mimic falls prey to the Puppet Master. Xavier notes the change, as Calvin acts even more aggressive than before and hopes that the X-Men can stop him.
On his video screen, the Puppet Master watched the Mimic defeat the X-Men and is sure that even Professor X is unable to stop him, as the Mimic has the same amount of telepathy at his dismay. He only needs to locate the Fantastic Four and vengeance will finally be his. He orders the Mimic to depart. At the school, Xavier tries to convince Calvin that an outside force is controlling him, but he doesn’t believe the professor and, claiming to just need a breath of fresh air, he leaves.
Soon, as the X-Men come around, Xavier reveals that he influenced them, to subconsciously hold their punches, as he wanted whoever controls the Mimic to believe they were defeated and would no longer monitor their actions. By now, he has even has deduced the identity of the villain; it has to be the Puppet Master. Also, Xavier has been able to track his base by his radioactive brainwaves to a location not too far away. He needs to be stopped, quickly. Within minutes, the X-Men board their jetcopter and depart. Xavier remains behind, scanning mentally for the Mimic.
However, Calvin has erected a mental shield that avoids detection and he secretly follows the X-Men’s copter. He is not sure if his powers are permanent yet, so he wants to keep close to them X-Men. While doing so, he begins to wonder why he even fought with the team.
Another unexpected element enters the scene, as Warren has gotten up and put on his costume. Xavier begs him not to go, but Warren feels that he must. Still too weak to fly, he takes his mustang from the garage, which, fortunately, is equipped with a device to follow the X-copter. As he looks after him, Xavier realizes that, up till now, they all thought Warren was just a spoiled rich kid, but now he is possibly the bravest X-Man of all.
The other X-Men have already landed and approach a half-hidden viaduct, the Puppet master’s secret hideout. Once they enter the base, an alarm goes off and the Puppet Master turns on his video screen, only to see the intruders entering. For in finding him, the X-Men have sealed their doom, as he activates his biggest puppet ever, something he designed after he met the Mad Thinker.
Moments later, amidst they many corridors of the villain’s lair, the X-Men find themselves face to face with the Defender, a giant android. Cyclops tries his optic beam on the creature, but it absorbs the blast and then redirects it at the mutants through his chest plate. The X-Men scatter and leaps out of the way. Bouncing off the wall, the Beast aims for the Defender, but its skin is of such fabric, that he simply is repelled, as if he jumped onto a trampoline. The android is also too heavy for Jean’s telekinesis and when Bobby uses his ice, it simply gets absorbed and then hurled back at them once more through the Defender’s chest plate.
Cyclops finally comes up with an efficient solution, as he blasts a hole beneath the Defender and, once the android plunges from sight, the X-Men proceed further into the base. Bobby wonders what the villain needs the Mimic for when he such an android at his disposal but Cyclops guesses that it’s because the Defender was too unmaneuverable. The Puppet master congratulates him on this astute deduction, though it’s the last one he’ll ever make. Holding up the puppet of the Mimic, the Puppet Master once more controls the newest X-Man, who immediately joins the assembled group. He approaches the X-Men stating that now he’ll finish them off for good. The four mutants try to reason with him, while Scott wonders how he can still have the Angel’s wings.
Outside, Warren too has reached the base. He is nearly fainting, but a few seconds ago he saw the Mimic enter, so he too has to, praying that he isn’t too late. Inside, Calvin is struggling with himself. The voice tells him to destroy the X-men but he hesitates and tries to fight back. When the Angel silently arrives, he sees the Puppet Master holding up his little doll and, with a swift leap, wrests it from him and smashes it. Warren passes out, while the Mimic is fully released from the mental hold. He realizes that he almost became a murderer, if not for the Angel. The Puppet Master slips away while the X-Men tend to their unconscious friend. The Mimic, however, stands silently apart, well aware that he will always live in the shadow of other men, as none of his powers is truly his own.