- Chris Claremont
- Dave Cockrum (loose blue pencils); Joe Rubinstein (finished art)
- Joe Rubinstein [as Josef Rubinstein]
- Don Warfield (see notes)
- Janice Chiang
- X-Men [Professor X; Storm; Wolverine; Colossus; Nightcrawler; Kitty Pryde]; GUESTS: Cyclops; Lee Forrester; VILLAINS: Magneto; Garokk; CAMEO FLASHBACK: Angel [Warren Worthington III]; Iceman; Beast; Jean Grey; Mastermind; Toad; Quicksilver; Scarlet Witch; Mutant Alpha; Erik the Red
- Kitty designs a new costume. The X-Men investigate Magneto's old base and run into a deformed Garokk.
Note 1: Dave Cockrum reports 2006 that "I did loose pencils in blue. Editor Ann Nocenti referred to them as 'shakedowns'. But everything was there."
Note 2: Magneto seems to be living in something similar to the Lovecraftian sunken island/city of R'Lyeh.
The credited colorist in this issue is Glynis Wein, but The Marvel Comics Index (Olshevsky 1981) says that the Wein credit was incorrect, and that the actual colorist was Warfield. The Official Marvel Index to the X-Men (Ward 1994) also credits Warfield. Official Index to the Marvel Universe (Vandal et al. 2009) records the Wein credit.
Letters from Carolyn Amos, Elizabeth Holden, Frederick J. Schiller and Andres Gomez.