Beast comes a calling and finds X-Mansion empty so he tracks the X-Men to a carnival in Texas where they are performing as sideshow freaks. Mesmero is uncovered as the culprit, but once his hold is broken over the team, Magneto shows up to crash the party.
- - Inside front cover.
- - Letters of comment from Urendi Maleldit, Sandy Jarrell, Gina Griffin, and Bernie and Barb Amrata. Includes a promo for the Marvel explosion coming to television.
- - Includes Stan's Soapbox.
- Thor Meets a Glutton for Gold - Ad for Hostess Twinkies.
- - Ad for the Spy-Scope viewer.
- - Inside back cover.
- - Back cover. Ad for baseball related merchandise.