A man in a trench coat and hat stood before the Xavier Institute for Gifted Youngsters, a place where mutants were trained to control their powers and use them for the benefit of mankind. More importantly, it was the headquarters of the mutant 'super hero' team, the X-Men. He had observed those with powers similar to his own over the years and had seen one major flaw in most of their approaches: they had typically taken control of the physically stronger heroes, possibly because their wills were likely weaker. The problem was that they couldn't help much with recruiting others and their comrades didn't have to go as easy on them in a fight.

His philosophy was that psychics could help to spread his influence and their comrades had to hold back more if they fought them. He was going to put this theory to the test. He'd waited until most of the X-Men had gone out on missions and was now ready to set his plan into motion. He used his own powers to cloak his presence and climbed over the fence.

The headmistress of the school, Emma Frost, sat at the desk in her office with a book in her hand but she wasn't reading it. Scott's attitude toward her before his departure had really gotten under her skin; he'd gone on a mission but told her to stay behind because they needed to have someone stay and look after the students. She understood the need with so few mutants left and the anti-mutant sentiments that had persisted through M-Day (the Purifier attacks a while back stood out) but the fact that it was her and not someone like Hank or even some of the experienced students like Noriko or David really got to her. She put the book down and was about to go out for a walk to clear her head when there was a knock on the door.

"Come in," she called and the door opened to reveal a man in a black trench coat, cape and hat with a red scarf covering his mouth and a pair of goggles over his eyes. Emma immediately stood, unsure how she was unable to sense him before now but she was sure he was a threat. She attempted to make a mental connection with him, hoping to find out his identity and motives or failing that, incapacitate him. However, she was unable to access his mind. She tried to telepathically contact any other X-Men at the mansion to warn them but she couldn't reach them, making it clear this man was blocking her powers. Since she couldn't use her mental powers, she shifted into her diamond form.

"Please, Ms. Frost," the man said in a deep, calm voice. "There will be no need for that. I mean you no harm. Just the opposite actually; I wish no harm to come to my slaves." Emma understood everything the second 'slaves' left his mouth: he was blocking her psychic powers with his own and his goal was to brainwash her and make her his slave. "Quite right you are, Ms. Frost," the man said as she thought this, having clearly read her mind. "But you don't need to worry about a thing. The only thing you have to do is..." the lenses of his goggles turned into spirals that began to spin, "...sleeeeeep." For some reason, Emma's eyes were drawn to these spirals. She knew enough psychology to know that spirals alone weren't enough to hypnotize a person but this man must have some special power in use along with the spirals. Whatever it was, it was working as Emma found it harder and harder to concentrate and her thoughts slowly drifted out of reach. With her mental defenses lowered by this man's powers, Emma couldn't hold out against his assault. Her vision blurred and her eyelids slowly closed as her mind became blank.

"I, The Mind Controller, am now your master, Emma. Do you understand?"

"Yes, Master," she replied in a dull, emotionless tone.

"Open your eyes, Emma," he commanded. His power had made her mind blank and implanted a few instructions she was to follow at all times unless told otherwise; this saved time in shaping her mind to his liking.

Her eyes slowly opened to reveal that they were now completely white and she replied, "Yes, Master."

"I am dissatisfied with your current outfit," he told her. "I want you to change into something a little sexier."

"As you command, Master." While her current outfit as an X-Man didn't exactly cover a lot of her body, the outfit she'd worn during her tenure as the White Queen of the Hellfire Club covered even less. She changed into said outfit and the former Queen stood at attention before her new master.

He inspected her and took his chance to fondle her a little with no response. Satisfied, he gave her her new commands and she saluted with a "Yes, Master." His next target was a more formidable melee fighter than Emma so a direct confrontation was out of the question. He did, however, already have a plan in mind.

Betsy Braddock sat in the otherwise empty cafeteria, eating her lunch in peace. She was surprised no one else was around; even during classes, there was usually someone here looking for an excuse to cut class. She was almost finished when she noticed Emma entering the cafeteria in an outfit that resembled the one from her time as the White Queen of the Hellfire Club but with a pair of sunglasses that stood out greatly from her blonde hair, white outfit and pale skin. Even though she couldn't sense anything wrong with Emma, Betsy knew something was wrong. For one, it was too dark to have any reason to wear sunglasses. For another, although Betsy still didn't fully trust Emma, she knew Emma had put her life with the Hellfire Club behind her and certainly wouldn't parade around in her old costume, especially on the school grounds.

She felt it best to play it cool for now. "Good afternoon, Emma," she said politely so as not to arouse suspicion. Emma didn't reply. "Emma?" Still nothing. Betsy decided to look into Emma's mind, concluding that she was being manipulated by someone else. As she looked into Emma's mind, Betsy saw nothing. Then suddenly a man's face. He wore a hat as well as a red scarf over his mouth but what Betsy took most note of was his spiral-eyed goggles that were so captivating. She found it hard to think and knew immediately what was happening. She tried to break her link with Emma's mind but couldn't. Emma was using her own power to keep the link strong and to project this image into Betsy's mind. Betsy tried to grab Emma and stop her but only managed to knock her sunglasses off to reveal her blank white eyes. Betsy fell to her knees as both her physical and mental strength left her. She tried to get a warning out but her telepathy was being blocked. As her mind went blank, Betsy knew it was being blocked by Emma's new master. Betsy's new master.

With Betsy's mind blank and ready for shaping, Emma contacted her master telepathically and informed him, "I have done as you commanded, Master. Psylocke is now your slave."

"Well done, Emma," he replied, "Bring me more X-Women."

"As you command, Master." Emma left to lure in the next target her master had given her while he took control of his new slave.

"Psylocke, you are to wait for Emma to lure in our next target and then assist in recruiting her. Is that clear?"

"Yes, Master," she replied. "I understand and I obey."

X-23 approached the mansion cautiously. Wolverine's team had been contacted by Emma, warning them about an intruder at the mansion. Logan had sent Laura as a scout. Given her senses being almost as keen as Logan's own, coupled with her experience and combat skills, she was the ideal choice. She caught Psylocke's scent quickly and peered through a window. She was sat in a chair facing away from the window in Emma's office. Emma and someone else had been here recently and Psylocke might know something. Laura snuck in through the window and whispered, "Psylocke." She didn't reply. "Psylocke!" she tried a little louder but she still didn't reply. Laura cautiously approached and walked around to her front. She saw that Psylocke's eyes were completely white. Just as Laura saw this, Psylocke lunged for her with her psionic dagger. Laura dodged the attack and popped her claws. She didn't want to use them but she would if she had to. She dodged and parried Psylocke's attacks, which weren't as effective as her usual attacks. Laura decided to try cutting Psylocke's leg to release or at least incapacitate her. As she went in for the attack, however, Psylocke dodged and pierced Laura's skull with her psionic dagger. This opened Laura's mind to the image of Betsy's master, soon to be Laura's own master. Laura's mental defenses were the weakest of the three so far and her eyes and mind went blank as she fell into a hypnotic sleep until her master told her to awaken.

"Laura Kinney is now yours, my lord and master," Psylocke informed her master.

"Very good, Psylocke. Laura, awaken."

"Yes, Master," she replied opening her eyes and staring ahead blankly.

Emma returned to the office with her master and he set the next part of his plan into motion. "Emma has summoned the next slave and I want Laura to aid me in bringing her in."

"Anything you desire, Master," Laura replied.

"In the meantime, I want Emma and Psylocke to make out for my entertainment."

"Yes, Master," replied Emma.

"As you command, Master," Psylocke replied. The pair immediately did as told and Laura left the room to bring in the next one.

The Scarlet Witch and the Vision arrived at the mansion to investigate. While the other Avengers had been on a mission, they had stayed at the base in case something came up, and it did. They'd been contacted by Emma Frost, informing them that Wanda's father, Magneto, had arrive at the mansion injured and was requesting to see her. They entered the mansion through the front door and headed to the medical wing. They arrived to find it deserted. Wanda thought it odd that someone wouldn't be brought here if they were injured. Maybe he was in a cell since he was one of the X-Men's enemies. As she looked around, she heard what sounded like metal cutting through metal and turned, to her horror, to see X-23 cutting through the Vision with her claws. She ran over to her husband as X-23 backed away. The damage looked like it had only shut him down and Tony or Hank could easily repair it if she got him back. For now, though, she looked up at X-23 and saw that her eyes were blank. Wanda prepared to fight but the door behind her opened and in walked a peculiar man. Before she could take in his clothes, Wanda was drawn to his spiralling goggles. She could tell that they were somehow emptying her mind but she couldn't do anything to resist, especially in her current emotional state. She tried to use one of her hexes but couldn't quite remember how to do it. She fell into a deep sleep until she was told to awaken.

"As you command, Master," she replied and she opened her white eyes.

The Mind Controller guided Laura and Wanda back to Emma's office, where Psylocke and Emma were still making out. "Stop now."

"As you command," the duo replied. He now had two powerful psychics, an indestructible Wolverine clone and a reality warper. With these four, he was sure he could attain his ultimate goal.

He took the four back to his lair before continuing. He sat on his throne while his slaves performed their next task. It was fortunate that the four he'd enslaved could perform the parts of his plan so perfectly. The Scarlet Witch was the key. She had warped reality once before to create the so-called 'House of M' and had then depowered the majority of the world's mutants in what was now referred to as 'M-Day'. Of course, she had been grief-stricken and emotional both those times but now that she was under his power, she could use her powers to the fullest at her master's command. Her role was to use her powers to resurrect her master's true target: the beautiful Omega-level psychic, Jean Grey.

It wasn't long before Jean materialised on the altar he had placed in the centre of the room in her old Phoenix costume but in red instead of green. She was disoriented, confused from being suddenly taken from one plane of existence into another. Now was the time for his two psychics to play their part. Psylocke plunged her psionic dagger towards Jean's skull. She regain her composure quickly enough to dodge and levitate away to gain some distance. This was where X-23 came in.

Her role was to attack Jean if she couldn't be subdued in time. She lunged at Jean, who turned and suspended her attack with her telekinesis. Of course, the young girl's purpose wasn't to hurt Jean; her purpose was to distract her so Psylocke could try again with her psionic dagger. Which she did. Jean, Psylocke and X-23 all fell to the floor as Jean lost her focus and her powers gave in. Psylocke had opened Jean's mind for Emma to transmit her master's image to her. It wasn't working as quickly as it had with the others. The Mind Controller stood and walked over to Jean who was on her knees, trying to fight his influence. He cupped her chin in his hand and let her see the real goggles as the spirals spun and drew her gaze. The double assault eventually wore her down as she slipped into a deep, hypnotic sleep.

"Jean Grey, awaken and obey," he commanded.

"Yes," she replied, opening her blank eyes, "Awaken and obey." Now, his plan could move forward into stage two. While Emma and Psylocke were quite powerful in their own right, Jean was one of the few people on the planet who could properly use the X-Men's Cerebro. He was going to use Jean to transmit his image into the minds of every man, woman and child on the face of the earth and brainwash each and every one of them.

"Jean, take me to Cerebro."

"As you wish, Master." Jean slowly stood and began to walk to the door before she was stopped by her master.

"But with your arms out like a zombie. The rest of you too."

"Yes, Master, like a zombie." All five raised their arms in unison and began to march towards Cerebro.

Once they reached the small spherical room with a bridge extending to the machine in the centre, The Mind Controller gave Jean her instructions. "Jean, I command you to transmit my image into every mind on the planet with Cerebro."

"Yes, Master. As you command...command...command?" She seemed a little confused by the word.

"Yes, I command and you obey," he reiterated.

"Yes, you command...I o...obey...obey? Who are you to command me?" It seemed that she was breaking free of his hold. Something no one had ever done before. He would fix that with a direct blast of his spirals. He grabbed her shoulder but immediately let go; she was burning hot. He jumped back as Jean's body became surrounded by flames. She turned to face him, flames in her eyes. "Do you even know who I am? I. Am. PHOENIX!"

The Mind Controller found himself flying backwards out of the room and into the hall. He looked up at his slaves, stood with their arms still out. "Slaves, attack!" the barked.

"Yes, Master," the four replied and attacked Jean while their master fled. He knew he couldn't win against the Phoenix. He'd hoped she would be without the Phoenix Force upon her revival and could be controlled before then, but it seemed she was now one with the Phoenix. He fled through the mansion until fire erupted around him and Phoenix burst through the floor. She grabbed him by the throat, eyes glowing a fiery orange and her body still wreathed in flame. She held him in place until Emma, Psylocke, X-23 and the Scarlet Witch returned, freed from his control by Jean.

"So, what are we going to do with him?" Psylocke asked.

"I say we kill him," X-23 stated, her voice so full of rage, it would make Wolverine look like a puppy by comparison.

"That isn't the X-Men's way, Laura," Emma replied. "But I have a much better idea," she added with a smirk that said she was not to be toyed with.

The Mind Controller soon found himself in a strange, dark place. He didn't know where he was or how he got here but he was sure Emma Frost was the cause. Little did he know Emma had trapped his mind on the Astral Plane and sent his body to the Triskelion. His only hope of returning was to try to avoid a confrontation with the Shadow King until his body arrived at its destination. This experience had taught him a lesson: he shouldn't rely on psychics to recruit more slaves. As the old saying goes: if you want something done right, you have to do it yourself.