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Quote1 Greetings, X-Men. I trust you're all quite recovered from Mesmero's mindgames. We have unfinished business, you and I. If you'll remember, when last we met, I swore that not all your powers nor your skills would save you from my wrath -- and they shall not! This time, the final victory will belong to -- Magneto! Quote2

Appearing in "Mindgames!"

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Synopsis for "Mindgames!"

Donning a trenchcoat and fedora to disguise himself, former X-Man-turned-Avenger the Beast has travelled to Dallas, Texas in search of the X-Men. Arriving at Mr. Mike's One-Ring Traveling Tent Show, he’s incredulous at what he finds: Banshee has become a carnival barker and is exhorting circus-goers to come see a freak show.

The Beast has still never met the new team in person and therefore can’t be entirely sure if the “freaks” he’s looking at are in fact the X-Men. They certainly appear to be them, but they do not act like the heroes he’s heard about: A demonic-looking freak (Nightcrawler) gnashes his teeth and growls at the audience. A half-naked savage (Wolverine) is chained in imposing shackles and appears doped up. An “African goddess” (Storm) endures sexist catcalls as she poses in a mini-thong. A steel man (Colossus) is a weight-lifter.

In a flashback sequence, the Beast reflects on the chain of events that brought him there. (See the Notes section below for a full explanation.) Upon finding Xavier’s school deserted, apparently in a hurry, he used Cerebro to track them, which led him to the circus.

Next, Beast observes an acrobatic show under the big top. A trapeze artist billed as “Miz Destiny” performs without a safety net and misses a connection with her fellow performer, thereby plunging toward the floor below. Beast is about to leap to her rescue, but there’s no need: Miz Destiny’s fall slows and she appears to somersault her way to the floor. While the audience believes it’s a remarkable display of gymnastics, the Beast recognizes it as Marvel Girl’s telekinetic abilities. Miz Destiny is Jean Grey.

Following her to her trailer, Hank is flummoxed to find that her personality has been drastically changed to a trashy vamp. A carny names “Slim” enters and Hank realizes it is Scott (Cyclops). Scott knocks the Beast’s hat off and Jean is horrified by his appearance, neither one recognizes their former teammate. Beast knocks “Slim” out of the trailer, prompting him to call out to more carnies for help.

The Beast ducks into the freak show tent to try and figure out what's going on, but gets punched by a hypnotized Colossus. He's dragged off to trailer of “the boss" -- the X-Men’s old foe Mesmero, who gloats how he used his mutant hypnosis ability to enthrall the new X-Men. Now as two of his men pin the him down, Mesmero turns his powers on the Beast, who does his best to resist.

Having seen the Beast get captured, Wolverine begins to react to his situation and he musters the strength to break free of his chains and shake off the effects of the hypnosis he’s been under. He snatches a carny and threatens to pop his claws into him unless he tells him what’s going on. It doesn’t take much convincing to get the carny to talk.

Meanwhile Wolverine has changed into his costume and bursts into Jean's trailer. He decks “Slim” and confronts "Miz Destiny", slapping her repeatedly in an effort to snap her out of Mesmero’s spell. He almost regrets it, as Jean reacts violently, pummeling him with the force of the Phoenix. It works though and she remembers who she is.

In his trailer, Mesmero is perplexed at the Beast’s mental stamina. The Beast glibly cracks jokes, but actually feels his resolve crumbling. At that moment, however, a carny bursts in and alerts him that all hell is breaking loose. The disruption enables the Beast to knock out the carnys holding him down. He’s about to attack Mesmero, but instead he’s laid low from an attack coming from behind him. As the former X-Man slumps to the floor, Mesmero reacts in horror when he see who’s responsible.

The X-Men have all been restored to normal thanks to Phoenix and are in their usual costumes. They are also furious as they battle the carnies. Storm even remarks that she is tempted to set aside her vow never to kill another person. In short order, the whole team convenes on Mesmero’s trailer. Upon entering it, they find the Beast slumped on the floor with Mesmero standing over him. Cyclops confronts Mesmero, who keels over as well. The X-Men become aware that another person is in the room, someone seated in the high-back swivel chair behind Mesmero’s desk. As the chair spins round, the X-Men all gape in horror as they come face to face with...Magneto!


  • This is the start of a three part storyline that continues in X-Men #112113.
  • The Beast temporarily rejoins the X-Men in this issue. His route to arriving at Mesmero's circus involves storylines in two separate, concurrent series published by Marvel Comics. In Marvel Team Up #68, former X-Men Havok and Polaris are ambushed by minions of the Living Pharaoh. Havok is abducted but Polaris is left for dead. While Havok teams up with Spider-Man, Polaris calls the X-Men for help. No one answers as the team have already been abducted by Mesmero. She then calls the Beast at Avengers Mansion. In an ongoing plotline in their own series, Avengers members past and present have literally been vanishing into thin air (their old enemy the Collector is later revealed to be behind this.) Concerned that a similar situation is happening to the X-Men, the Beast visits Xavier's school and is disturbed to find it's been abandoned for some time. Using Cerebro, he tracks the team to the circus. Meanwhile Thor and Spider-Man rescue Havok from the Living Pharaoh/Living Monolith in Marvel Team Up #69. And in Avengers #172, Yellowjacket informs team leader Iron-Man that Beast has disregarded the N.S.C.'s new strictures by taking off in a quinjet to follow the X-Men's trail. (During this time, the Avengers had their security clearances revoked, including their special flight priviledges with the FAA. Thus, the Beast taking a quinjet to search for the X-Men was illegal.) Beast remains with the X-Men through Vol 1 114, thereby missing the latter half of the Avengers' epic Korvac/the Enemy storyline, which apparently runs concurrently with the events of this story.
  • There is no explanation in this issue as to where Professor X, Lilandra, and Moira (all of whom have been residing at the school) were or how they managed to evade Mesmero's attack. Moira is confirmed to have returned to Muir Isle in Marvel Team-Up #69 before the events of this issue. Eventually it would be revealed that Charles took Lilandra to Greece, presumably before Mesmero ambushed the team.
  • It's weird to think that Mesmero would have allowed his hypnotized pawns to take their superhero outfits along with them to Dallas, especially since he intended to erase their true personalities, but...comics!
  • While still believing herself to be "Miz Destiny," Jean remarks to "Slim" that she'll be late for her date with the boss. This suggests that not only did Mesmero brainwash Jean and give her another personality, he mentally forced her to become "romantically" involved with her in some way. Given the type of personality that Mesmero imposed on her, the implication is extremely troubling to say the least.
    • Classic X-Men Vol 1 17 has a backup story expanding how Mesmero kidnapped her, and making it explicit that nothing physical happened (though Mesmero tried, and is shown with a lot of other women under his control that lack Jean's ability to resist).


  • The mesmerized Cyclops adopts the name "Slim." This is a sly reference to the origins of the X-Men. In X-Men #1, Cyclops's first appearance, he is introduced as "Slim" Summers. But from Vol 1 2 onward, he has always been referred to as Scott, save for this issue.

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