Classic X-Men # 40
- Series: Classic X-Men
- Issue: 40
- Publisher: Marvel
- Era: Copper Age
- Published Date: Mid November 1989
- Cover: Steve Lightle
- Writers: Chris Claremont, John Byrne, Tom Orzechowski
- Pencil: Steve Lightle, John Byrne, Jim Fern
- Ink: Steve Lightle, Terry Austin, Joe Rubinstein
- Appearances: Phoenix [Jean Grey], Jason Wyngarde
- Additional Notes: Direct
Story 2: "Too Late, the Heroes"
Jean breaks Mastermind's spell over her and the X-Men battle the Hellfire Club through the Club's mansion. Jean drives Mastermind insane for toying with her mind. Jean snaps and becomes Dark Phoenix.
Story 3: "Fundamental Imbalance"
Kurt meets a girl on the New York City streets whose possible mutant talents have overcome her disability.
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