In a Nutshell
The X-Men are turned into circus performers by Mesmero
Writer: Chris Claremont
Artist: John Byrne
Inker: Terry Austin
Letterer: Tom Orzechowski
Colorist: Mary Titus
Editor: Archie Goodwin
A stunned Beast stands outside a carnival in Texas as a carnival barker who looks a lot like Banshee sells the crowd on performers that resemble the other X-Men. Going inside, Beast, who is unfamiliar with the new X-Men, isn't sure if the performers are really the X-Men or doppelgangers until he sees performer Miz Destiny use telekinesis during her trapeze act. Certain now that she is really Jean Grey, Beast confronts her, but she has no memory of him and a fight breaks out between Beast and the other carnies, led by a brainwashed Cyclops. Beast is eventually caught in front of an enthralled Wolverine and brought before the ringmaster of the carnival: Mesmero, who has hypnotized the X-Men into becoming carnival performers to extract revenge on them for his previous defeat.
As Mesmero attempts to similarly ensnare Beast, Wolverine, jarred to his senses by the violence of Beast's capture, breaks free and confronts Phoenix. After he snaps her out of Mesmero's control as well, they free the other X-Men and the team battles Mesmero's goons. Inside Mesmero's trailer, Beast gains the upper hand just as he is knocked out from behind. The X-Men storm the trailer to confront Mesmero, but discover him already unconscious and at the mercy of Magneto, who has arrived to take his own revenge against the team.
Firsts and Other Notables
Beast, now a member of the Avengers, guest stars, making his first full appearance (after appearing via video screen in issue #94) in X-Men since turning blue and furry.
Mesmero, the mutant hypnotist, makes his second appearance, following the events of issues #49-51. In a nice touch, he refers to Phoenix as Marvel Girl, the codename Jean was using the last time Mesmero faced the X-Men.
A Work in Progress
Beast's involvement in this story is setup by events in Marvel Team-Up 69 and 70, also by Claremont and Byrne, in which Havok is kidnapped by agents of the Living Pharoah, prompting Polaris to call the X-Men for help. When they don't answer, she calls Beast, who leaves for the X-Mansion (and the events of this issue) leaving Thor and Spider-Man to team-up with Havok to defeat the Living Pharoah, who has once again transformed into the Living Monolith.
For most of his stint on the X-Men, Wolverine has been the character who rushes headlong into battle against the villain du jour only to be quickly taken out of the fight in order to establish the villain's power level. For the first time, in this issue Wolverine is the key to defeating the villain, as he is the first member of the team to snap out of Mesmero's illusion (and the only one to do it unaided), enabling him to in turn "wake-up" Phoenix and, subsequently, the rest of the team.
Storm explicitly declares that the X-Men don't kill (a declaration that will come to define the team), the first time such a declaration is made on panel (I think).
Nightcrawler uses his "teleport quickly to multiple places to punch out a crowd" tactic for the first time. Also, his line, after snapping out of Mesmero's illusion, that he "used to love the circus" is the first hint towards his past as a (willing) circus performer.
The backup story in the Classic X-Men reprint of this issue depicts Mesmero's capture of the X-Men in more detail (showing the events described by Mesmero in this issue). Notably, Mesmero initially attacks Jean just to use her as a sex slave, but when the Phoenix part of her won't allow him to touch her, he decides to go after the X-Men. He makes them fight one another, but grows bored of that, and then has no idea what to do with the X-Men (he believes killing them outright wouldn't be super-villainy enough) until he sees a picture of Nightcrawler in the circus. So he decides to humiliate the X-Men and make a profit at the same time, and turns them into carnival performers.
That 70s Comic
Beast has forgone the laughable "rubber mask and gloves" disguise we last saw him using, opting now for the classic (and only slightly less laughable) "trench coat and fedora" disguise.
Beast sees the carnival's teleporter and assumes it's Nightcrawler but wishes he "could only be certain". Really Beast? I know you haven't palled around with him much, but how many blue-furred, demonic-looking teleporting mutants do you think there are?
When attacked by Beast, Hypnotized Cyclops sends out the Carnie call for help:
And the carnies respond:
Later, Wolverine basically bitch-slaps Jean out of her trance.
After hypnotizing the X-Men and turning them into carnival performers, Mesmero apparently let them take their X-Men costumes with them, as once the team is snapped out of his illusion, they confront Mesmero in full superhero regalia.
The cover of this issue (by Dave Cockrum) is fantastic. One of those classic images that I can see grabbing readers from newsstand spinner racks back in the day.
The issue ends with a great Magneto splash page. According to Jason Powell, superstar artist Jim Lee collects Magneto splash pages, and has the original art for the ones that ended issues #17, #104 and this one.
There's a definite undertone of creep to the X-Men's time as carnival performers (even before the backup story made it explicit), especially the fact that, before Wolverine snapped her out of it, Jean (who is generally pretty sleazy in her Miz Destiny identity) was preparing for a date with Mesmero (the carnival's boss). It's a Comics Code-approved comic from the 70s, but it's not too hard to connect those dots...
The word approximations of Artoo's beeps and whirls are hilarious.
Our first (but certainly not last) skateboard ad:
A. They're advertising Wonder Bread in a comic book. That cracks me up.
B. Wonder Bread is using Close Encounters of the Third Kind trading cards as a selling point. Did kids really want cards featuring Richard Dreyfus sculpting mashed potatoes? Was that a thing?
In a great example of Stan Lee's hucksterism, he spends an entire column answering the question of why Marvel is constantly debuting new titles and trying new things. While the real answer can be given in one word (money), Stan spends several paragraphs trying to convince us Marvel is really doing it all for us, the readers. And I'll be damned if he doesn't sell the hell out of the idea (click to embiggen).
This issue kicks off Claremont and Byrne's first extended story arc on the title and, following their use of the Living Pharaoh in the preceding Marvel Team-Up story (as well as Claremont's use of the Sentinels back in issues 98-100), continues their extended riff on the Neal Adam/Roy Thomas run (which was, in turn, a riff on the original Lee/Kirby run). Claremont starts the story abruptly, with the X-Men already thralls of Mesmero with no explanation of how they got there, making the reader initially as confused as Beast (and even moreso; at least Beast knows the X-Men disappeared between issues). Plenty of comics have begun with a shocking opening page, only to flashback and fill in the details leading up to it. But Claremont is doing something different here, and it's a device he'll use again, to the point that it becomes common place in comics: skip past the setup entirely, dive right into the meat of the story, and trust that the reader will catch up soon enough.