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The group found the X-Men "guilty" of betraying mankind and sentenced them to death.
Before executing the X-Men, Factor Three revealed that they intended to initiate World War III by attacking both the United States and Russia, sparking a nuclear exchange between the two.
The X-Men gained another ally in Ka-Zar when an investigation of his existence at the South Pole led to the discovery of the Savage Land.
The X-Men aided Ka-Zar and his saber-toothed cat, Zabu, in defeating the Swamp Men.
Factor Three mentally contacted the Juggernaut and tried to get him to join their group.
After years of preparation, Charles decided that it was time to recruit the young mutants whom he had been keeping track of as anti-mutant hysteria hit its peak.
The battle ended with Mimic stripped of his powers and with no memory of the X-Men's civilian identities Fearing an imminent threat, the Professor pressed the group to find new recruits.
They unsuccessfully pursued Quicksilver, Scarlet Witch and Spider-Man.
The X-Men soon learned of Factor Three, the organization that sent agents Ogre and the enslaved Banshee after them in an attempt to kidnap the Professor.
Freeing Banshee from Factor Three's control, the X-Men easily defeated Ogre and foiled the plot.