Magneto has captured the X-Men, and is carrying them far above the earth in a circus wagon. Magneto flashbacks how he found them. Magneto then plunges the circus wagon into the heart of a volcano, where he has a secret base. The X-Men fight him. Magneto wipes the floor with most of them, and then Phoenix reveals her awesome powers. Magneto actually overpowers her, but Wolverine has had a chance to wake up. He gets some cape, but then Mags makes it lights out for Wolvie. Having beaten all the X-Men, he reduces them to child-like strength in special restraints and sets Nanny to take care of them.