The X-Men after training in the Danger Room, make their separate ways to various destinations in New York...

Count Nefaria, as head of The Maggia gathers a group of super-villains - The Scarecrow, the Porcupine, Plantman, The Eel and The Unicorn - to capture Xavier`s students...

Plantman knocks out Marvel Girl with chloroform gas, Scarecrow nets Angel, Hank is mesmerized into submission by the Porcupine. After a brief skirmish, Iceman and Cyclops are felled by The Eel and The Unicorn...

Captured, the X-Men are chained in the dungeons of The Maggia headquarters. Count Nefaria tries to convince the young mutants to join him. He argues that united they could gain revenge on the world that hates them....

This is the first appearence of these villains, that were put together by Count Nefaria, in X-Men stories.