Cover wurde komplett umgestaltet: Die kleine Hulk-Ecke links unten ersetzte das große Giant-Man-Cover, in die Ecke kam eine X-Team-Illustration, vermutlich eine Eigenproduktion, da von extrem schlechter Qualität
In a pitched battle with the Humanoids, the Hulk and his foes fall into the ocean where the jade giant transforms back into Banner and is promptly captured by a Russian sub. Bruce is told he will be forced to work for the commies but instead he turns back into the Hulk and escapes. The Russians chase him down with a proton gun.
X-Men [Professor X [Professor Charles Xavier; Angel [Warren Worthington]; Beast [Hank McCoy]; Cyclops [Scott Summers]; Iceman [Bobby Drake]; Marvel Girl [Jean Grey]]; GUESTS: John Grey; Elaine Grey; VILLAINS: The Brotherhood of Evil Mutants [Magneto; Toad; Quicksilver [Pietro Maximoff]; Scarlet Witch [Wanda Maximoff]; Mastermind]
With Xavier's mental powers gone, the X-Men try to decide how they will function without his leadership. Trying to ferret out the X-Men, Magneto has the Toad enter an athletic event where he leaps to victory. With the crowd turning hostile due to the Toads amazing abilities, the X-Men arrive on the scene to capture him. Magneto snags Angel and whisks him away to Asteroid M. In an attempt to trade the Toad for Angel, the X-Men arrive on Asteroid M where they battle the Brotherhood once again. On their safe return to Earth, Xavier revels that his power loss was a ruse to test his students.