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Roy Thomas (writer), John Buscema (pencils), George Tuska (inks), Artie Simek (letters), Gina Going (colors), Stan Lee (editor)
Angel has escaped Magneto’s forces and makes it back to the city, where he informs the Avengers about the current situation. They agree to help the X-Men out and Warren leads them to Magneto’s island base, which is in the middle of the Atlantic Ocean. However, before the heroes disembark to face Magneto, the Avengers notice an eavesdropping bug placed in the Angel’s wings and think this means he spies for Magneto. For caution, they tie him up and enter the base alone. There, the Avengers’ conversation leads to infighting amongst each other, which is witnessed by an eavesdropping Magneto. Proceeding with his evil plan, he releases rays from his machines which take over the minds of the captive X-Men, who promptly believe that they hate the Avengers and want to kill them. A battle follows between the two teams, however the Avengers soon find the weak spots of the X-Men’s powers and use that to their advantage. Even as they are victorious, the Angel appears in Magneto’s lab and he destroys his ray machine and thus his influence over the X-Men as well. With both teams back to normal, the Avengers reveal that they faked the fighting amongst each other and distrust toward the Angel, so Magneto would make a fatal mistake. Having lost the day, Magneto creates a blockade between him and the heroes. In disgust, he slaps Toad into his face and orders him to detonate the part of his lair where the Avengers and X-Men are in. Having had enough of the abuse Magneto constantly gives him, Toad betrays his master and instead explodes the entire base. Before Magneto can do anything about it, Toad escapes and locates Quicksilver and the Scarlet Witch, and they escape in a ship together. Magneto soon rejoins them but Toad refuses to let Magneto tag along, and pushes him off the ship! Magneto lands into the ocean below and apparently perishes, as only his helmet remains. The Avengers and X-Men all make it out of the base just in time, just to see it explode into pieces. They go back home, wondering if they’ll ever see Pietro and Wanda again.
Cyclops, standing in front of the unconscious body of Quicksilver, is shocked when he is confronted by… the Avengers! Hawkeye, holding his bow and arrow ready to fire at the X-Man, jokes they sure aren’t the Strawberry alarm clock! The Black Panther calms Hawkeye down, reasoning there shouldn’t be a need to fire unless Cyclops resists them. Hawkeye confirms, ordering Cyclops to keep his hands away from his visor.
Taking this in, Cyclops isn’t sure if he’s facing the real Avengers or just robots build by Magneto, but he warns the Avengers nobody tells an X-Man what to do… nobody! He fires an optic blast and hits Hawkeye, causing him to drop his bow. The Panther notices that Scott has control studs in the palms of his hands as well on his mask. He saw Scott clench one fist a certain way to open his visor. He jumps at Cyclops and hits him in his face, punching him on the ground before Scott can act again. He warns his young friend to keep silent and to listen to him. All they ask is that he leads them to Magneto… without delay! The Avengers have a quarrel with him and not with the X-Men. He asks Cyclops if he’ll do it.
His head is spinning around like a top, Cyclops silently takes stock of his situation, thinking that this must be some sort of trick of Magneto… to recapture him. It’s the only possible answer. He tells the Panther he might do what he asks, but warns him not to hold his breath while he’s waiting! He quickly gets up and hits T’Challa with another beam. He tells the Panther that he can inform Magneto to dress his “flunkies” up like the real Avengers next time. Instead of “Hercules,” Magneto sends someone he doesn’t know from Adam.
“And as for Goliath,” Cyclops says while firing yet another beam, “or Giant-Man… or whatever the hero is called these days… he won’t be so tall anymore without anything to stand on!” With that, he blasts the ledge below Goliath, causing him to fall to the level below. The advantage temporarily his, Cyclops hopes that will hold those “bogus” Avengers long enough while he tries to rescue the other X-Men. And yet, Scott has noticed, that Hawkeye and Goliath look like the real McCoy. But, he thinks, they can’t be… or else why did they treat him like an enemy a moment ago? Why?
Approximately an hour ago…A man wearing a parachute jumps out of a plane, believing this little jump is going to shatter all existing skydiving records. The only thing he’s got to worry about is bumping into an angel! He suddenly sees something… over on his right?! The next instant, by one of the uncanny coincidences which exist in real life even more abundantly than in fiction, the free-fallen man does indeed behold an angel… though not precisely the kind he had in mind!
It’s a costumed man… with actual, real wings! And he’s moving like a rocket! Then, as suddenly as the costumed man appeared, the amazing apparition vanishes. That shook the skydiver up so bad he panicked and opened up his chute! He has heard of the rapture of the deaths, but not of the heights! He can’t wait to tell this to the civil aeronautics board.
Shortly thereafter, Warren lands down in the city, admitting he tried to avoid being seen by flying as high as he dared. If Magneto learns he’s going to the Avengers for help… “No!” Warren concludes, it’s too horrible a thing to consider. Yet, even as the bird-like X-Man lands on a certain well-known mansion, the alarm goes off inside the big house.
Inside, Hank tells Hawkeye to listen to the alarm, as it’s coming from the vehicle center! However, Hawkeye dismisses it, telling Hank that he can go if he wants to, but he thinks it’ll probably be another of Hank’s buddies, someone like the Grim Reaper! Clint continues to watch the news, before it continues to go over to the sports.
And, as Goliath stops by the modernly-equipped gym, he meets up with the Black Panther. He tells T’Challa to get going, if his arm is feeling up to par again. It looks like his first duty as a full-fledged Avenger will be to help stop a housebreaking! Still, Hank’s betting it’s no common second-story man they’ve trapped! T’Challa informs his friend that all soreness in his body is gone, and that he can lead the way… the Panther will follow.
Seconds later, as a metal wall panel slides back, it reveals a trapped Angel, trying not to get hit by green security lasers. As the Avengers immediately recognize the X-Man, Warren tells them to turn off the lasers as they’re singeing his wings. Hank agrees to do that and asks Warren what his beef is. For the moment, they’ll assume that Warren was just too much in a hurry to knock and that he wasn’t trying to sneak up on them. Warren hates the fact that, wherever the X-Men go, there’s the same maddening mistrust of mutants. Sometimes, he thinks Quicksilver had the right idea when he signed up back with Magneto!
Hearing the names of Magneto and Quicksilver, T’Challa tells the Angel that the Avengers are looking for both of them. He asks Warren if he knows where they are. A bit exasperated, Warren tells the Panther that, while he doesn’t know who he’s supposed to be in that Halloween zoot-suit, if he wants somebody to lead him to Magneto and his crew, Warren will be their boy! And that crew now includes both Wanda and Pietro! Hank tells Warren he just made himself a deal but wants to know how it happened. Warren promises to explain while they’re winging above the Atlantic. They’ve got to move out!
Hank activates the intercom and shouts a familiar cry into it: “Avengers Assemble!” While Hank does that, T’Challa shakes hands with Angel and introduces himself, mentioning that he just joined the Avengers a few days ago. Warren is charmed, but is sure the Panther will excuse him when he saves the congrats until T’Challa survives his baptism of fire!
Then, as a portion of the roof springs open, Janet and Hawkeye come along running toward the Avengers’ jet. Janet informs Hank that she just got there and that Hawkeye told her he might need them. Clint jokes there wasn’t anything good on the boob tube but soap operas anyway. Hank smiles that Clint is faking the reason for tagging along, and he knows it as well. He saw Clint dogging his footsteps to see if he needed help. The Avengers all step into their plane and fly towards Magneto’s base at the ocean.
As they arrive, half an hour later, Angel introduces the Avengers to Magneto’s island dead below them, and warns there was a metal fortress on the peak of the mountain entrance when he escaped. However, since it’s gone now, Warren supposes it must be retractable. Still, there should be several entrances. Before landing, though, the Avengers want to try to monitor any radio signals Magneto might be sending to other evil mutants.
The Black Panther tells Goliath he’s got it but, yet, the monitor is reacting strangely… its needle’s spinning wildly! Goliath thinks it’s as if something on their aero-car were sending signals out. Janet wonders what could do that, but then suddenly gets an idea and checks Warren’s wings, where she discovers a hidden transceiver! Warren is shocked, but Janet thinks this can’t be a coincidence. The Panther recognizes it as some sort of electronic bug designed to spy upon their conversations and believes Angel must be in league with Magneto.
Goliath warns his teammates they can’t be sure but still grabs Warren’s arms tightly so he can’t escape until they know more. Warren desperately tries to convince the Avengers he’s on their side, but Hawkeye mocks they’re all kind of chocked up by Angel’s loyalty. He lands the ships on the waters and reports they’ve made scrap of their foe’s little eavesdropping apparatus, but still there may be others around Magneto’s island now forewarned! If only they could be certain about what they’re walking into. Hawkeye also sees a phony-looking crevice on the mountain and fires his brand-new I-Spy Special arrow into it.
Almost instantly, a monitor in the Avengers’ ship activates itself and they can see Cyclops and Quicksilver together, talking like old army buddies! He thinks that, if this doesn’t prove the X-Men have joined Maggy’s little sewing circle, nothing will! Goliath informs bound Angel, whom he places in a corner of the ship, that this is where they’ll part company for a while but will see him later. Angel warns Hank he can be certain about… perhaps when he least expects it!
The present. Meanwhile, inside the lab of his island base…Magneto is glad that the Avengers have taken the bait. They’ve let the Angel lead them there, just like he wanted! A few more minutes and the Avengers shall be in his power. Toad fears what if his master’s ingenious plan fails. After all, the Avengers found the monitor he planted on the Angel before they let him escape. Magneto angrily shouts at Toad, calling him a brainless, cowering caliban. He asks Toad if he doesn’t realize he desired the Avengers to find the device. Now, they and the X-Men – who might otherwise be allies – will be at each others’ throats! A frightened Toad tells Magneto to look on his screen, as the Avengers are getting closer.
Magneto again shouts at Toad telling him that’s just what he wants. He allows the Avengers to penetrate deeper into his rock-bound fortress, for they shall never again emerge into the sunlight! Wanda, overhearing the conversation, thinks to herself that, if Pietro were there, he’d know what part they should play in this grim drama. She can’t help but wonder where her brother is and why he isn’t at her side. Toad tells his master that he doesn’t like this and that they should have been satisfied to have captured the X-Men… their real enemies.
Magneto says he would have thought a whimpering fool like Toad would think like that and hits him with a magnetic blast. The Avengers have opposed him as well in the past, and so they must die! Toad falls down on the ground, and fearfully asks Magneto why he always strikes at him when he’s always been so loyal to him, while others stood faithless. Magneto shouts it’s because he doesn’t need Toad’s loyalty, not understanding what Toad’s frog-like powers can avail him. He has kept him around because he is so laughable, fawningly and pitiful. But, he warns Toad, he’s rapidly ceasing to amuse him. He warns him to keep silent while he observes the Avengers further or else he’ll regret it.
Wanda goes to stand behind Toad, begging Magneto not to bully him anymore. Silently, to herself, she wishes that she hadn’t lost her Hex powers. Toad tells the Scarlet Witch to have no fear, confident that one day Magneto shall know who his true friends are. She can mark his words… Magneto shall know it!
Elsewhere at the base…Goliath tries to help Hawkeye up, hoping Cyclops’ blast didn’t hurt him. Suddenly, Hawkeye slaps him! When Hank asks the archer what’s bugging him, Hawkeye shouts that it’s Hank whose bugging him, as he’s always playing top dog. For Clint’s money, he couldn’t lead Beans to Boston! T’Challa warns his teammates that this isn’t the time for dissension in their ranks, not when Magneto is nearby. However, Goliath warns the Panther to stay out of this, as he’ll deal with it. Hawkeye again punches Goliath, shouting he’ll do nothing.
Goliath grabs Hawkeye, who shouts to let him go. The Panther tries to stop his teammates from fighting, but Goliath is confident he can handle Hawkeye, and warns T’Challa he can handle him as well so he better doesn’t get involved. The Panther climbs on Hank’s back, wanting to see what he can handle, since he insists on it. Hawkeye tells the Panther not to block Goliath’s jaw, because he wants to punch it. The Black Panther recalls Captain America telling him that those people he joined were bad tempered, but little did he dream that no sooner he would replace Cap that…
Hank can’t believe T’Challa just said he replaced Cap. He angrily hurls him off his back and into some machinery, shouting at the Panther that his ego is a lot greater than his power. Does he think he could have done that to Captain America? As the Panther tries to return to his feet, Hawkeye tries to calm Hank down. After all, they don’t want to kill the guy. Goliath claims that if the Panther can’t take it, he should have joined the campfire girls instead of the Avengers.
T’Challa thinks that perhaps Goliath is correct when he says he shouldn’t have become an Avenger. He mocks that those who cannot govern themselves aren’t worthy of his alliance. Goliath can’t believe T’Challa just said that and now really wants to smash him. Wasp reminds the boys to save their personal fights for later – all of them should! Right now they’ve got to find their common foe… Magneto. Goliath agrees with that but warns that his heart won’t be in it.
At the same moment, in another level of the base…Magneto, having overheard the conversation of the Avengers, smiles that that’s just what he wanted to hear. He’s glad to find the Avengers disgruntled and at odds with each other. Thus, it’s the perfect time for him to strike. He recalls that the Scarlet Witch has gone searching for her “useless” brother and recalls her thinking that he only wishes to capture her former teammates, while in reality he wishes to destroy them! And the incredible instrument of his revenge shall be… the X-Men!
Toad compliments that that’s a plan to his heart, but he can’t help but wonder how Magneto will do it. Magneto goes to sit on a chair, admitting he didn’t think Toad would comprehend this plan. That’s why he didn’t tell him that the devices with which Toad earlier bound the X-Men were designed to weaken their powers of mental resistance! With the machine in front of him, he can fire rays that shall soon enslave every Homo sapien on Earth. And he can even beam his electronic commands with the device to his future slaves. Only the Angel escaped too soon to be affected, but he no longer matters. By now, Cyclops should have freed his fellow mutants, little dreaming he was doing it all for him!
And, as a matter of unequivocal fact…Cyclops has indeed freed his fellow X-Men and orders them to move out. They’ve got to find the Avengers and join forces with them. Now that he’s had a minute to think, Scott thinks it’s obvious Warren must have made it to them when he escaped. When Beast wonders in that case why Warren didn’t join the Avengers there, Iceman doesn’t care about that, as he just wants to…
Then, without a single warning, all of the X-Men’s reel with pain they can barely stand! Jean feels something’s happening to her mind – something frightening! Cyclops at first orders them all to fight back – but quickly realizes it’s no use. It’s too strong to resist! Next, with equal abruptness, the overwhelming sensations of pain and dizziness vanishes, leaving the X-Men unchanged, but only outwardly! Scott feels better now. He recalls there was something he and his fellow X-Men were going to do… yes… he remembers… they were going to find the Avengers… and destroy them! Hank thinks that will be the soul of simplicity and sees the Avengers coming. Jean can’t remember why they hate the Avengers, but Bobby doesn’t care – it’s either the Avengers… or them!
Moments later, having bound the unconscious Quicksilver until his loyalties are made clear, the X-Men locate the Avengers and Cyclops orders his teammates to kill them all! Beast would be glad to do it. Hearing this from the two X-Men, Goliath thinks that settles the question whether the X-Men have joined Magneto or not. However, the Black Panther can’t help but feel something is unnatural here… he can sense it! Hawkeye mocks that while the Panther is sensing things, the rest of them are going to fight. Janet warns the Panther to watch out, as the Beast is ready to leap.
Beast indeed jumps at the Panther, intending to kick him in the face, but the Avenger quickly dodges the move. T’Challa compliments Beast on his rich vocabulary and wants to see if his physical status matches it. He jumps on Beast’s back, but the X-Man grabs the Panther by his arms and pulls him over his shoulders, and forcefully slams him on the ground!
Meanwhile, the other Avengers have their own problems fighting the rest of the X-Men. Cyclops attacks Goliath, using his optic beam to cause the ceiling to drop on the Avenger! Janet asks Hawkeye to help Hank out and Hawkeye agrees, but first he’ll take out Iceman. He fires an arrow at the X-Man, whose ice-shield destroys it. Iceman grins that he intends to delay Hawkeye’s plans to help his friend out – forever! Overhearing this, the Black Panther plans to answer Janet’s call… in a moment! First, he kicks Beast powerfully in his stomach, though it still doesn’t take him out.
Goliath, trying to get up from under the rubble, wonders why all the sudden concern for an overgrown biochemist like himself comes from. He thinks it didn’t occur to anyone that a ten-foot Avenger could take reasonably good care of himself. Cyclops is surprised to see Goliath still alive, having thought he was finished. Scott is ready to fire another blast, but Goliath had that thought in mind. He grabs the X-Man by his legs, causing his beam to destroy the rubble trapping his feet, so he can free himself.
Next, Goliath tries to deliver a blow to Cyclops’ head, but his fist is deflected by an optic blast. The pain from the force beams is maddening to Goliath, though he silently resolves to make one last stab to grab the X-Man’s visor. He refuses to see the Avengers get beaten by a bunch of mutant turncoats like the X-Men!
Exactly one split-second later, as the battling behemoth makes a desperate lunge at his young foe, a most awesome tableaux can be witnessed, as the Avengers and the X-Men continue to battle for their lives!
Wasp flies towards Marvel Girl, wanting to take out her telekinetic path or else she’ll be done for. Meanwhile, Hawkeye is frustrated, wondering aloud how to defend himself from a human ice cube. Nearby, Goliath grabs Scott’s face, blocking the opening in his visor, Scott’s weak spot. Hank wants to finish Scott off, but wonders why he can’t bring himself to slug the X-Man to Kingdom Come.
Hearing this, the Black Panther thinks to himself that Hawkeye and Goliath have just answered his unspoken question. This could mean a turning point if it isn’t too late already. He successfully dodges another attack from Beast, further thinking that the Avengers have been losing because they’re subconsciously thinking the X-Men as heroes and not as enemies! Their only hope for success is to take the offensive. The Panther places his feet around Beast’s neck, with the X-Man complimenting T’Challa that he’s as agile as he is, but still believes the Panther can’t match his strength. The Panther smiles that sheer strength isn’t necessary, when he can turn the Beast’s own mass against himself. He quickly smashes Beast against a wall.
In the meantime, T’Challa’s teammates have made their own individual discoveries on the road to victory. Goliath keeps blocking Cyclops’ visor, even as Scott begins to feel the Avenger is tightening his grip on his head. He can’t take much more now or he’ll black out. Goliath admits this hurts him almost as much as it hurts Scott, but he’s afraid he doesn’t have a choice.
Reporting his own battle where he has caught Iceman in a net, Hawkeye announces he has “Cool-Hand Luke” too gummed up to attack as well. He only wishes he knew what caused the X-Men to turn on them, and where Magneto is.
At his lab…Toad panics, not understanding what went wrong. He asks Magneto if he planned to let the Avengers win as well. Magneto angrily shouts at Toad of course he didn’t plan that, and discovers on his machines that someone canceled the power of his electronic commands at the crucial moment! Magneto wants to find the person responsible for that… and crush him! Suddenly, Magneto is accompanied by… the Angel!? Magneto is surprised to see him, as the Avengers left him bound in their ship.
Warren smiles that he was far from helpless – as Magneto just witnessed. Then, Magneto snipes back, they’ll see how well Angel fares against Magneto! Toad warns his master to kill Angel before he escapes, however Angel replies that he has done enough fleeing to last a lifetime, so instead he thinks he’ll attack for a change. He quickly flies toward Magneto and knocks both him and Toad off their feet.
However, the young mutant doesn’t possess the sheer power to stagger Magneto for long and, as he rises… The Avengers punch their way through the walls and into the lab. Goliath jokes that he just knows “Maggy” is dying for an explanation to all this, so maybe they shouldn’t tell him they guessed the bug was an implant, so they tied Angel loosely. Then, the tiny Wasp whispered the plan the Avengers made into Warren’s ear, and told him to follow! Later, they all pretended to quarrel to lure Magneto into a rash, ill-timed attack!
Magneto remarks at how proud the Avengers seem to be of themselves. But, he proclaims, they made their fatal mistake when they broached him into his own lair, and now they shall soon see why! Magneto fires his powers on the floor, causing it to rise up and creating a wall between the Avengers and himself. When Goliath warns Magneto he’s only postponing his fate, Magneto defends that he is wrong again, as he is confident his magnetic powers will hold the heroes at bay for a few moments. He then slaps Toad into his face and also orders him to pull the switch that will detonate the part of his base where the Avengers are trapped in.
Toad, falling on the ground after Magneto’s blow, thinks to himself that Magneto orders him to save his life by exploding a chamber, but he didn’t like being punched like that. Toad now realizes that’s how Magneto always “rewarded” his loyalty. When Magneto shouts at Toad to hurry up, Toad agrees and quickly jumps towards the switch, but something else happens instead. When Magneto immediately asks what he thinks he’s doing, Toad jokes that he’s doing exactly what can be expected from a “dolt” like him: he’s turning the power to the point of no return! Within one minute, the entire island will be destroyed!
Next, racing off before the stunned Magneto can act, Toad encounters two almost forgotten figures – Quicksilver and the Scarlet Witch – and informs them about what’s going on. Wanda has found Pietro, but he’s barely able to walk. She tries to help her brother up and sees Toad jumping down some stairs. She begins to question him, but Toad tells the Witch to just follow him, if they value their lives. There’s a ship below… a very special ship! Pietro tells his sister to do as Toad says.
Above, Magneto opens an escape hatch of the castle and manages to climb through it. Goliath announces that Magneto has escaped but Beast is confident he won’t get far. Laughing triumphantly at them, he proclaims that the Toad will save him – whether he wishes to or not!
A few moments later, once outside his lair, Magneto sees his ship departing and jumps toward it. Toad is shocked by this, and Magneto plans to use his magnetic powers to regain control over the ship, but… nothing happens?! Toad believes Magneto doesn’t remember. He built one ship out of non-metal parts, just to prove he could do it. And now he’s using that very ship to escape! Magneto still manages to grab the door opening of the ship with one hand. However, before he can climb aboard, Toad refuses to let his former inside and stomps on Magneto’s hand. Magneto reminds Toad not to do this to his master, but Toad angrily defends that Magneto will never again be his master! The next agonizing instant, Magneto falls into the ocean below, screaming as he does so.
The X-Men and Avengers made it into their ship as well, and see the ship of Pietro, Wanda and Toad departing. Goliath says they seem to want no more of either the X-Men… or the Avengers! As Jean wonders if they’ll ever see them again, Hawkeye activates the ship and the craft rockets off at top speed.
On that moment, the entire island base explodes, followed by silence. All that remains are the remnants of Magneto’s base is debris, among which is Magneto’s battle helmet, which floats on the now-open sea.
Black Panther, Goliath, Hawkeye, Wasp (all Avengers)
Angel, Beast, Cyclops, Iceman, Marvel Girl (all X-Men)
Magneto, Quicksilver, Scarlet Witch, Toad (all Brotherhood of Evil Mutants I)
In flashback: Black Panther, Goliath, Hawkeye, Wasp (all Avengers)
Seymour the Sky-diverFootball players in the park (all unnamed)
On video screen: Cyclops & Quicksilver
This issue concludes a storyline from X-Men (1st series) #43-45.
There is a slight continuity error. At the end of X-Men (1st series) #45, Wanda was worried about Pietro because she saw him fighting Cyclops on the video screen, whereas in this issue, she is worried because she doesn’t know where Pietro is.
Cyclops did not recognize the Black Panther, as he only joined the team a few days ago, in the previous issue, Avengers (1st series) #52. Herkules, on the other hand, decided to quit the team and stayed in Olympus in in Avengers (1st series) #50.
The Toad, Quicksilver and the Scarlet Witch eventually showed up again in X-Men (1st series) #59. The Toad remained an independent villain for a long time and years later he even created his own incarnation of the Brotherhood of Evil Mutants, whereas Quicksilver and the Scarlet Witch rejoined the Avengers in Avengers (1st series) #76.
Magneto is revealed to have survived in X-Men (1st series) #62.