FIRST STORY: "The Fateful Finale" (15 pages)  The X-Men thwart Factor Three's plan.  The Mutant-Master is exposed as an alien, and the X-Men join forces with Factor Three to defeat him.

What you need to know:
The X-Men finally get individual costumes, designed by Ross Andru during his brief stint on the book a couple of months earlier.  In storyline terms they're designed by Jean Grey - although there's a gratuitous retcon in X-Men Unlimited vol 1 #42 where Jean's costume is actually designed by the Professor.

The Cyclops costume stuck around for years, until he joined the original X-Factor in the 1980s.  (There's a throwaway line making fun of the original "new costumes" scene in issue #27: "Not the same old ones with a little new trimming!  What'd you do this time, Jeanie - give us blue belts?")

The Beast speaks Russian.

The Changeling turns on the Mutant-Master after working out what he's up to.  He impersonates Professor X in order to get the rest of Factor Three to turn on him as well.

The Mutant-Master is actually a big green octopus thingy from planet Sirius, who wanted to conquer the Earth.  All the "evil mutant" stuff is just a cover to get henchmen to work for him.  The Mutant-Master commits suicide rather than be captured.

With typical Silver Age ethics, the X-Men decide to let all the other Factor Three members go as thanks for helping them out in the final battle.  Naturally, Factor Three disbands after this, although the X-Men's rogue's gallery continue to turn up in various combinations.

A more innocent time:
The Angel compares his throwing skills to Juan Marichal, a pitcher who won 191 games during the 1960s.  Marichal retired in 1975 after a 16-year career, so the reference is a bit dated nowadays.

Jean's new costume is a miniskirt.  Come to think of it, that X-Men Unlimited story is kind of creepy, isn't it?  Xavier tells a teenage girl that she's going to fight evil in a miniskirt from now on...

Comments:
It's Don Heck and Vince Colletta on art.  And, well... it's ropey, shall we say.  This is not a feast for the eyes.  Still, it's a reasonably strong payoff for the long-running Factor Three arc, even if Roy Thomas does beat us over the head with the moral at the end.  (All the mutants working together against a common foe, you see.)

The storyline isn't really a classic, though.  It's a fairly stock plot for the period - bad guys plan to destroy the world and rule the ruins - and the Mutant-Master doesn't have much of a personality.  The Changeling shows a little bit of spark by turning on the Mutant-Master, but we're never given a very clear idea why, other than self-preservation.  After all, he was still happy enough with the idea of wiping out everyone else on the planet.

FEATURE CHARACTERS
Professor X, the Angel, the Beast, Cyclops, Iceman and Marvel Girl I

SUPPORTING CHARACTER
The Banshee (next behind the scenes in issue #43)

VILLAINS
Factor Three: The Mutant-Master (dies), the Changeling (next in flashback in issue #65), the Vanisher (next in flashback in Thunderbolts #55), the Blob, Mastermind I and Unus the Untouchable (the latter three next in issue #59)

SECOND STORY: "Lonely are the Hunted" (5 pages)  After escaping the mob, Scott goes on the run.  Following a telepathic summons, he is led to Jack O'Diamonds.

What you need to know:
Scott's orphanage puts in an appearance.  It's called the Sunset Orphanage, and at this point it's a building in Washington DC, not Nebraska.

We also meet an optometrist who prescribed ruby quartz glasses for Scott in order to deal with his headaches.  The status of this scene is rather confused, following the extensive retcons to Scott's history involving Mr Sinister.  Sinister supposedly discovered the ruby quartz himself.  So did he re-enact the whole thing with an optometrist in order to justify Scott's bizarre glasses, or is the optometrist actually a disguised Mr Sinister?  I'm assuming the former, but I suppose it's always possible that this is retroactively the first appearance of Mr Sinister.

Jack O'Diamonds makes his debut appearance, with a rather bizarre combination of partly-diamond body and telepathic powers.  Come to think of it, this combination is so unlikely that there must be some significance to Emma Frost ending up with very similar powers in New X-Men.  Quite what, I have no idea.  Then again, Jack can teleport as well, so maybe it's just an unlikely coincidence.

A more innocent time:
Once again, teenage Scott is wearing a bow tie.

Comments:
Well, the art's better than the lead story, that's for sure.  Werner Roth was doing this story.  Otherwise, it does what it says on the tin.  Perfectly efficient, nothing to write home about.

FEATURE CHARACTERS
Charles Xavier
Scott Summers

SUPPORTING CHARACTERS
Fred Duncan (next in issue #2)

VILLAIN
Jack O'Diamonds (Jack Winters; first appearance; last in flashback in the "Origins of the X-Men" story in the next issue)

Written: 7 November 2004

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