Villain: Arcade, Miss Locke, Mr. Chambers, Col. Alexei Vazhin (robot)

Guest Appearance: Spider-Man, Colleen Wing, Betsy, Amanda Sefton

Cameo: Mariko Yashida

Innovations: Peter brainwashed into becoming the Proletarian

Letters Page: Page One

Kurt and Peter, along with their dates Amanda and Betsy, are supposedly being led to their box seats at Lincoln Center by Miss Locke, but they are merely being led into one of Arcade's traps. After visiting with Mariko, Logan heads back to the school, but he, too, is traced by Arcade's garbage truck. And Banshee and Ororo are kidnaped while they have their guard down at the school, shot with a tranquilizer dart by Arcade himself. Spider-Man places a call to Xavier's school to warn the X-Men about Arcade, but the villain answers the phone and tells Spidey he's coming for him after he kills the X-Men!

Later, the X-Men find themselves waking up groggy from the nerve agent, inside individual pinballs in a giant sized pinball machine. Arcade shoots them through the pinball machine and they bounce around the table until they reach their own individual destinations of harrow. Cyclops winds up in a room where he is forced to choose among three doors- one supposedly leading to freedom, the others to death, with a wall closing in on him, forcing a decision. Little does he know Arcade has booby-trapped all three doors! Peter is stuck in an interrogation room, being hypnotized by a robot Arcade set up in the form of Col. Alexei Vazhin, a well-known KGB agent. Little by little, the robot works on Colossus' mind.

Wolverine winds up in a disorienting hall of funhouse mirrors, with Wolverine robots chasing him down, and Nightcrawler is in a cylindrical room where deadly bumper cars race towards him. Banshee- still without his powers- is stuck in a landscape where Nazi fighter planes fire at him. Ororo finds herself in a room filled with water, forced down underneath when her powers feed back on to her.

Cyclops decides to blast through a wall instead of any of the doors, outsmarting Arcade and popping into Wolverine's chamber of madness. He helps Wolvie take care of the robots, but Colossus comes around the corner, ready to wipe the floor of his former X-Men teammates. He lands a haymaker on Wolverine's chin, and announces he is now the Proletarian, rejecting everything the X-Men stand for as he fights for the Soviet state. And Arcade laughs as he watches this all unfold, cackling demonically in front of the captive Colleen, Betsy and Amanda.

(continued in XMEN #124)

--synopsis and panel images by Gormuu