Cover: John Romita, Jr., Terry Austin
Co-Plotters: Chris Claremont, John Byrne
Script: Chris Claremont
Penciler: John Byrne
Inker: Terry Austin
Colors: Glynis Wein
Letterer: Tom Orzechowski
Editor: Roger Stern
Editor-in-Chief: Jim Shooter
Cover Price: $0.40
Cover Date: February 1980
Release Date: November 1979
Synopsis: Cyclops, Nightcrawler and Phoenix visit a club in lower Manhattan in search of the second new mutant that Cerebro identified last issue. Leaving Xavier's vintage Rolls Royce on the street of the seedy neighborhood, the heroes coordinate their plans, unaware that they are being watched by the Hellfire Club. Nightcrawler patrols outside while Cyclops and Phoenix in the civilian guises proceed into the club. Scott uses the micro Cerebro unit in his watch to search for the mutant while Jean scans the crowd with her psi-powers, picking up all kinds of vile thoughts and images that she finds oddly attractive.
A few blocks from the Avengers Mansion on Fifth Avenue in New York stands the legendary Hellfire Club where we find members of the club's Inner Circle Jason Wyngarde and Sebastian Shaw plotting against the X-Men. Shaw inquires about Wyngarde's progress in subverting Phoenix to the Hellfire Club's cause and Wyngarde responds that Jean Grey doesn't realize it yet, but she is his -- body and soul! After Wyngarde departs, Shaw has a video conference with the Hellfire Club's White Queen Emma Frost who is in Chicago, where she is holding Prof. Xavier, Colossus, Storm and Wolverine as prisoners.
The White Queen reports that Kitty Pryde escaped capture in their battle during the last issue, unaware that the new mutant she seeks is actually hidden close by after hitching a ride on their transport. Kitty Pryde recalls the events that lead her to this situation as she tries to figure out what to do. Kitty quietly approaches the caged Storm who hands her contact information for the X-Men just before she's spotted by the Hellfire Club soldiers. They pursue her, but Kitty leads them down a dead end before phasing through the floor. Emma Frost orders the complex sealed and says she wants Kitty Pryde found at once!
Back at the club in New York, Jean Grey experiences another timeslip into the 18th century where she appears at her wedding to Jason Wyngarde while Sebastian Shaw officiates the dark ceremony as priest. After the wedding, Wyngarde uncloaks his bride and presents her to the Hellfire Club as their new Black Queen in a salacious and stunning outfit that is a perfect counterpoint to Emma Frost's White Queen ensemble. Wyngarde and Jean kiss passionately and the timeslip ends as abruptly as it began, leaving Jean unable to explain what has just happened to a startled Scott Summers who has just witnessed the kiss.
Before the two lovers can talk, Dazzler takes the stage in a burst of light and Scott realizes that they have found the new mutant they were seeking. Back in the Rolls Royce, Nightcrawlwer answers the ringing phone and talks to Kitty Pryde who explains that the other X-Men have been captured in Chicago. Before he can get any further information, Nightcrawler is attacked by a Hellfire Club solider in mandroid armor. While he fights outside, two other armored soldiers burst through the roof skylight into the club. Jean transforms herself and Cyclops into their costumes and the fight begins.
The two X-Men find themselves outmatched by foes that seem to intimately know their weaknesses and render them helpless with ease. Dazzler intervenes by blasting the Hellfire Club soliders with her light powers, allowing Phoenix to free Cyclops who blasts their two assailants with his optic beam. Nightcrawler falls through the roof with the third Hellfire Club soldier and Phoenix blasts him unconscious with her telekinetic powers. The X-Men regroup and brief a very confused Dazzler on the situation, suggesting that she is in danger and should accompany them for her own safety.
As the X-Men drive away, they pass Jason Wyngarde on the street, prompting Scott to wonder if he is simply a rival for Jean's affections or somehow related to the ambush at the club. He notes Wyngarde's shadow cast on the wall by the headlights, but he preoccupied and doesn't recognize Wyngarde as his true self. The saga will be continued next issue in "Run For Your Life!" in Uncanny X-Men #131.