- Master Mold (Destroyed)
- Sentinels (Destroyed)
- Bolivar Trask
- Henry Gyrich
- Mystique (Raven Darkholme) (Only in flashback)
- Mister Sinister (Nathaniel Essex) (Voice)
- Bishop (Cameo, in Gambit's Memories)
- Ghost Rider (Cameo, in Gambit's Memories)
- Bella Donna (Cameo, in Gambit's Memories)
- Several unidentified world leaders
- X-Men Blackbird (Destroyed)
" Did you think I would let you die alone Xavier " (Magneto to Xavier after he stops the Blackbird from crashing)
" You're all fools... Heroic fools" (Magneto to The X-Men after leaving to stop the Sentinels)
" Are you coming? Or is this your day off " (Cyclops to Wolverine and Gambit)
Magneto brings Senator Kelly to a sunken ship to kill him, so that mutants and humans would go to war. Sentinels attack Magneto and take Senator Kelly to Master Mold. Master Mold wants to replace all the world leaders' brains with computers, so that Sentinels could control the world. The X-Men go to the Sentinels' base and save the Senator. Kelly realizes that some Mutants can be good. Cyclops and Jean become engaged.
Magneto brings Senator Kelly to a sunken ship to kill him, so that mutants and humans would go to war. A series of Sentinels made of plastics take Senator Kelly. Magneto uses the metal from the ship to fight off the Sentinels, but they still manage to attack him. The X-Men find the smashed Magneto and bring him to the X-Mansion to recover.
The Sentinels take Senator Kelly to Master Mold. Thankful for being saved the senator agrees with Trask to issue a presidential order putting Sentinels in charge of controlling mutants. A Sentinel does not obey Trask's orders, and Master Mold says he is now giving the orders and wants to replace all the world leaders' brains with computers.
The X-Men locate Henry Gyrich at the Lincoln Memorial and find out about Master Mold's plans to take over the world. The X-Men go to the Sentinels' base and lure the Sentinels outside where Rogue, Storm, and Jubilee keep them busy. The rest of the X-Men sneak underground to save the Senator. Gambit helps Wolverine fight off a large group of Sentinels. The Master Mold tells Trask that since mutants are humans, he should control the humans as well. Jean and Cyclops help the senator escape.
Xavier flies the Blackbird filled with explosives into Master Mold while Magneto shields it from the Sentinel's attacks. They both abandon the plane before it crashes. Kelly realizes that some Mutants can be good and releases Beast from jail. Cyclops and Jean decide to get engaged while having a picnic. Sinister monitors their conversation.
- To celebrate his release from jail, Beast quotes a line from Shakespeare's Macbeth: "Tomorrow, and tomorrow, and tomorrow, creeps in this petty pace from day to day."
- The entire Sentinel plot in this issue, including Master Mold forcing Trask to do his bidding is adapted from X-Men #14 through 16.
- Scott's marriage proposal to Jean and Mister Sinister's interest, which is explored full next season, is very loosely adapted on Uncanny X-Men #243 among other issues where Sinister manipulated Scott's marriage to Madelyne Pryor for his own twisted ends.