- Human Torch
- Teen Brigade
- Phil (co-pilot) & unnamed pilot
- Charlie & other students (friends of Johnny Storm)
- Unnamed jury members & judge
Juggernaut stands in front of his stepbrother, Professor Xavier, ready to attack him. The X-Men step in and try to delay the evil villain long enough to devise a plan to stop him. Professor Xavier tries to use his mental powers, but it is ineffective. Juggernaut reveals that his mystical helmet protects him against any mental attacks. The X-Men are able to destroy the floor underneath of Juggernaut giving them more time to come up with a new strategy. Professor Xavier rushes to his lab to finish one of his secret projects. After the invention is completed, he sends out a telepathic transmission to anyone that can receive it. Human Torch of the Fantastic Four responds to the distress call, but is unsure of the authenticity of the message.
Meanwhile Juggernaut is able to knock out most of the members of the X-Men. Professor Xavier once again contacts Human Torch, who quickly rushes out to help out the X-Men. Marvel Girl makes a last attempt to hold off Juggernaut long enough for Human Torch to arrive. Once he does, Professor Xavier awakens Angel and orders him to remove Juggernaut's helmet while Human Torch distracts him. Now vulnerable to mental attack, Professor Xavier defeats Juggernaut. He then turns his mental powers on Human Torch to erase his memories of the mansion to keep it a secret. A few days later the male X-Men are still in bed being attended to by Jean.
Written by: Stan Lee
Layout by: Jack Kirby
Pencilling: Jay Gavin
Inked by: Joe Sinnott
Lettered by: Sam Rosen.
- Werner Roth helped pencil this issue under the pseudonym Jay Gavin
- This issue is the first X-Men issue where Marvel used the Marvel logo on the front cover stating, "Marvel Pop Art Productions". Marvel had attempted to change the name and found that the readers did not like the new change. After receiving multiple fan mail letters Stan Lee wrote in his Bullpen Bulletin that Marvel changed the name back to the original based on the number of letters they received.
- Daredevil has a one-panel cameo in this issue. He doesn't turn up again in this title for over 300 issues.