Beast comes a calling and finds X-Mansion empty so he tracks the X-Men to a carnival in Texas where they are performing as sideshow freaks. Mesmero is uncovered as the culprit, but once his hold is broken over the team, Magneto shows up to crash the party.
Magneto subdues the X-Men and takes them to his lair under an active volcano. As revenge for his being reverted to a child, Maggie places his X-Foes in a helpless state as they are shackled to special chairs that keep them from even speaking and their needs are tended by a robotic nanny.
The X-Men escape their prison chairs and face down Magneto himself. During the fight, the controls of Magneto's base are destroyed filling the whole place with lava. Phoenix saves Beast, but the rest of the team are apparently trapped in the molten fire deep beneath the snows of Antarctica.
Beast and Jean are rescued from Antarctica but have to tell Xavier that the X-Men are dead. The very alive remaining X-Men make their way to the Savage Land where they relax a little with the Fall People. Lykos siphons Storm's power to once again become Sauron.
The X-Men fight Sauron until he transforms back to Karl Lykos. Ka-Zar shows up and he and Karl tell the X-Men the tale of Zaladane awakening Garokk. Cyclops decides to leave the Savage Land rather than help as he fears for Xavier's safety. The way back to the surface world is blocked by ice as the Savage Land begins to undergo a terrible change.