With Havok in danger, the Beast seeks out his old allies, the X-Men, to rescue him. Polaris had called Beast at the Avengers Mansion to inform that Havok has been missing and she couldn't call the X-men. When Beast arrives at the X-Mansion, nobody is at home. Following a lead by Cerebro, Beast is led to a carnival sideshow where he is horrified to discover the acts are none other than the X-Men! He goes backstage and tries to talk to Jean, but she doesn't remember him, neither Cyclops. Cyclops calls the carnival workers to find Beast and Colossus finally finds him and knock him out with a punch. Wolverine watches the fight and that starts a reaction on his mind. Beast is taken to the master behind these plans - Mesmero - that had captured all X-Men and are made them slaves. Wolverine escapes from his chains and from the mental control of Mesmero and tries to convince Jean and Cyclops that they are controlled After slapping at Jean's face some times, she turns into Phoenix and punches Wolverine. With that she remembers everything and with her powers turn off Mesmero control on the others. Released, the X-Men easily defeats the carnival men and confront Mesmero, but he fells in front of them, knocked down by Magneto.