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Quote1 Of all the girls I've ever met, she is the one I'd give my heart to -- but I don't dare! Not while I possess my dread power! Quote2

Appearing in "Beware of the Blob!"

Featured Characters:


  • Blob  (First appearance)
  • Carnival members
    • Svenzaldo Zambooba (First appearance)
    • Unnamed Zambooba brother
    • Tex (First appearance)
    • Stretcho (First appearance)
    • Unnamed carnival barker
    • Unnamed owner
    • Unnamed high-wire acrobats
    • Unnamed lariat expert
    • Unnamed elephant trainer

Other Characters:

  • Unnamed New Yorkers
  • Unnamed carnival patrons
  • Unnamed carnival animals

Races and Species:




  • Warren Worthington's Mustang

Synopsis for "Beware of the Blob!"

Brief Summary[]

Professor Xavier interrupts the X-Men's latest training session to inform them that he has mentally detected a new mutant nearby. The X-Men find the mutant known as the Blob working at a carnival. They invite the Blob into the school so that Professor Xavier can test his powers. Afterwards, Professor Xavier invites the Blob to join the X-Men, but he refuses. In an attempt to maintain the X-Men's secret identities, Professor Xavier tries to mind-wipe the Blob, but he is able to escape.

Later the Blob returns with the other carnival people and begins to attack the school. The X-Men are able to hold off the carnival people long enough for Professor Xavier to use a thought intensifier to erase the carnival people's memories, including de-facto leader the Blob.

Detailed Summary[]

The X-Men are seen training their powers in the mansion's gymnasium. Beast is loading an ejector machine, which spits out large barrels filled with sawdust into the air. Cyclops is shooting them with his eye beams, Angel flies and catches them, and Iceman freezes them. Professor X and Marvel Girl watch from the sidelines. Professor X states that Cyclops is doing very well and has increased his reaction time by three percent since last week. He also announces that he is upset that Scott is the most powerful of the group, yet he is also the most unhappy. Scott replies that he is stressed by his powers and says that he even wishes at times that he were not "Cyclops."

Marvel Girl admonishes him for saying anything like that. In the background, Iceman splits a barrel open that Beast is spinning in the air. Sawdust goes everywhere, causing him to yell at Iceman for such a stunt, but also revealing that he abhors violence. Angel then spins a barrel at Iceman and knocks him over. Iceman retaliates by shooting snowballs at Angel and pins him to the wall. Cyclops shoots the snowballs to thaw them out, and Angel is let loose. Professor X steps in and commands the group to get back to training. Marvel Girl then takes her turn and tests her mental dexterity by telekinetically moving blocks quickly through metal slots. Suddenly, Professor X then tells them to stop and asks them to clear their minds of all thoughts; he has "sensed" another mutant and needs to hone in on his location.

Professor X scans the city streets with his mind's eye looking for the mutant. Minutes later, he says he has found the mutant and orders them into their street clothes to search for him. The men race to get ready as the first of them to do so will escort Jean Grey to the scene. Scott is the slowest one, but he also thinks to himself that Jean is the girl he would most give his heart to. However, the fear of his powers holds him back. Jean still tells the team that she would rather be escorted by Scott, anyway. Professor X thinks about Jean telling him not to worry for her, though he does. He also thinks about his love for her and how it is improper for him, being her leader and confined to the wheelchair. The team starts to leave, but then Warren swoops in and picks up Jean whisking her away to his car and leaving the rest of the group literally "in the dust."

They then begin their search for the new mutant. Bobby finds who he thinks is the new mutant, burning paper from the air with his hand. Upon closer inspection, he finds the person to be holding a magnifying glass and stealthily burning the paper with that. Next, Hank sees someone standing outside the fourth floor of a building in what looks like thin air. He climbs up the side of the building and finds that it is a man standing on a transparent platform in order to put up lettering on the side of the building. Scott is nearby at a carnival when Professor X tells him telepathically that he is close to the mutant. Scott thinks maybe it could be the man at a midway booth shooting targets without looking at them. He realizes that it is a hoax and that there is a man hiding in the booth shooting the targets. Scott blasts his gun, and the man thinks that the carnival is haunted. Suddenly, a barker states that the "Blob" is about to show and tells the people to step up and see all the feats he can perform. The professor says the Blob is the mutant they are looking for and that they finally found him.

The Blob begins his show, and the crowd is told to send up a dozen strong men to try to move him as he stands arms outstretched on stage. A group of men that includes Scott step up and cannot move him even after ten minutes. Next, a man shoots the Blob multiple times in the chest and stomach. The smoke clears and nothing happened to the Blob. The crowd begins to think it is fake. Suddenly, the bullets appear from inside his massive skin as if it is finally regurgitating them back out. Later, Scott meets the Blob in his circus trailer where he is smoking a cigar. Scott tells him that he is there to bring the Blob to the X-Men's headquarters and that the X-Men don't take "no" for an answer.

Then, Warren and Jean Grey enter and tell him that they are requesting Blob join the team. The Blob agrees if he can sit next to Jean in the car, and he advances towards her grabbing her arm. Warren tells him to back off, and Scott says he needs to learn a lesson and shoots him down with his eye beams. Jean steps in and calms down everyone's tempers, and the Blob says that he will meet with them at their mansion.

At the mansion, Professor X tests the Blob's strength and powers. He says that as long as the Blob is in one spot he is able to "command" his very skin. They test this by having him stand holding onto a chain while Iceman cranks it up to lift him. Instead, the chain pulls so hard that it breaks apart. All are impressed, and the Blob arrogantly agrees that he is the most powerful out of all of them. Iceman decides to show him a lesson and creates an ice block containing Blob's foot. The Blob wiggles his toe and breaks the ice. The X-Men offer him full acceptance into the team, but the Blob refuses, thinking he is more powerful than them all combined.

He begins to walk out, and the team tries to stop him as he knows their true identities. Professor X will need to clear Blob's memory of them all, so a battle breaks out as the Blob grabs the Angel. Cyclops is too afraid to shoot, thinking he might harm his teammate. The Blob goes after the professor, but Marvel Girl moves her mentor telekinetically to safety and shuts the exit door before the Blob can reach it. The Beast tries to stop him, but knocks himself out after hitting the Blob and crashing through the door. The Blob is able to escape and retreats into a network of tunnels through a manhole. Professor X warns that they must get the Blob to return, so that he can erase the X-Men from his memory.

Meanwhile, the Blob returns to the circus. He believes that the only way for him to get rid of the X-Men is to attack them before they attack him. He goes to the circus owner and demands that he gather the rest of the performers together. He states that he is "Mutants (Homo superior)" and that he is taking over the circus. The Blob rallies the circus performers into a mob and says that together, they will defeat the X-Men. Angel flies by to see what the Blob is up to. The mob shoots at Angel as he flies over the crowd. He dodges the bullets and returns to the mansion to inform the professor. Meanwhile, Professor X has been building an electronic mass influencer, which will allow him to erase the entire mob's memory of the X-Men at one time. The Angel runs to everyone's room to get them ready for a fight with the circus gang. In Bobby's room, a giraffe suddenly sticks his head in the window and Bobby shoos him out. He then sees the gang already outside on the front lawn.

The mob attacks the mansion and brings a battering ram to knock through the front door. Marvel Girl opens it just before they reach it, and they storm on through the mansion. They meet Cyclops down the hall, and he blasts them all right back out the door. Outside, a group of tightrope performers attach a rope to the top of the mansion and start to walk across. The Beast meets them and throws them back down. He spins down the pole they erected, and the Blob sends out a gorilla to attack him. Beast lifts the gorilla with his feet and spins him around as the Angel flies by. A wrangler tries to lasso the Angel but misses. Then, the Flying Zamboobas are shot out a cannon and grab him out of the air, bringing Warren back to Earth. An elephant attacks Cyclops, who shoots it back into the ground, but the energy he uses drains him. Iceman and Jean are then surrounded. Professor X admits that the team have the powers but lack the proper skills. He continues to work on the influencer as the battle goes on outside.

The Blob thinks he has won when Cyclops regains his powers and blasts through the rope they tied him with. He shoots the ground the Blob is standing on so that he can't get a good foothold. The Blob moves as some people throw a tight bag over Cyclops so he can't move his visor to shoot. The Beast finally defeats the gorilla he was fighting and goes for the Blob. He jumps over a few people and dives through the human pyramid. He hits the Blob but is taken down. The Blob ties up everyone in the group before leaving them outside while the circus moves to find Professor X inside.

Professor X sends out a thought to Marvel Girl to use her powers to remove the blindfold on her head and then find a tool around her to remove her bonds. Luckily, the circus-folk left their knife thrower's caravan on the mansion lawn. She gets a knife and brings it over to herself to cut through the ropes and free herself, and she quickly frees the others as well. Inside, the mob has found Professor X. He is ready to use his weapon on them when an ice wall blocks the mob from reaching him. The X-Men appear and attack the group. Marvel Girl rounds them up, while Cyclops, Angel, Beast, and Iceman fight them all. Cyclops blasts the floor under the Blob, and he falls through. Professor X quickly uses his weapon to erase all their memories, and then uses his powers to suggest them to forget about the X-Men and the mansion. The mob recovers and soon questions where they are and why they are there. They all go back to the circus, so they are not fired. Professor X congratulates the X-Men and says that he could not defeat the Blob without them. The Blob meanwhile, returns to circus life as if nothing happened. The professor worries though that someday the Blob's memory may return.


  • This is the now infamous issue in which Xavier thinks romantically of Jean, his student; only being in a wheelchair keeps him from acting on his feelings. While startling to later readers, the panel was not controversial when published in 1963 due to the culture of the time. It wasn't uncommon for women to marry upon graduating high school or for students and teachers to engage in relations in the early 1960s.
    • Regardless, as Xavier's romantic love for Jean was not mentioned again, readers assumed that the panel was not canonical until X-Men (Vol. 2) #53 revisited the moment as part of the Onslaught storyline.
  • This story introduces the longtime X-Men villain, the Blob. In one panel, he is mistakenly portrayed as bald.
  • The Scott/Jean/Warren love triangle originates in this issue, although both men express interest in her from X-Men #1.
  • More character work appears in this issue than the previous two. Much of the story spends time in establishing distinctive personalities for the X-Men members. Cyclops is withdrawn and aloof due to fear of his uncontrollable power (a variation on a common Lee/Kirby trope, the hero who hates and despises his powers and longs to be normal), and his feelings of inadequacy compared to wealthy, handsome Warren when competing for Jean's affections; Iceman is an immature, impulsive hothead; the Beast is a bookish intellectual who cares more about academics than superheroics; Jean shows an interest in spending time with Scott; and Warren is a smarmy privileged playboy who literally sweeps Jean off her feet, much to the annoyance of his teammates. Even the villainous Blob gets more distinct characterization than his predecessors. His surly, petty, bullying personality (as well as his unusual mutation) is a step up from the fairly one-note personas that Magneto and the Vanisher displayed.
    • Beast gives another perspective on his intellectual persona in Defenders #116.
  • In the previous issue, Professor X easily removed the Vanisher's memories. In this issue however, he must use precisely calibrated devices (possibly Cerebro? Though it isn't named) to strengthen his telepathic abilities to the extent he can induce a similar amnesia. Evidently, Lee and Kirby realized that Professor X's use of his powers last issue made the whole X-Men team redundant, and therefore downgraded this ability.
    • Later stories revert Professor X's abilities to the previous depiction, and establish him as Earth's most powerful telepath. Xavier himself justifies not normally using his powers in that way, however, by stating that he has come to view doing so as a violation of others' privacy.
    • Such characterization will again vary, even in consecutive issues; an example is Marvel Super Heroes Secret Wars #3-4.
    • Perhaps the definitive exposition by Xavier of the moral and practical difficulties of using his powers to control others is in New Avengers: Illuminati (Vol. 2) #4.

See Also

Links and References