After just freeing themselves from the control of Mesmero, the X-Men storm the villain's carnival trailer!
Magneto has abducted the X-Men by elevating with his powers a wagon from the carnival towards his hidden fortress in the heart of an Antarctic volcano.
Once there he engages them in battle and makes quick work of the unorganized team who fight him one-on-one rather than as a unit (much to the chagrin of Cyclops). After capturing every X-Men, he locks them in chairs and tells that they will feel the same feelings that he suffered when they turned him into a baby. He also tells that a robot created by him, the Nanny, would take care of them.