ISSUE GROUP

Uncanny X-Men #126 through Uncanny X-Men #150

This section of Uncanny X-Men includes Uncanny X-Men #126, Uncanny X-Men #127, Uncanny X-Men #128, Uncanny X-Men #129, Uncanny X-Men #130, and 20 further listed entries.

THIS ENTRY’S STORY

Plot summary and ending

Spoilers ahead. Coverage follows the scope labeled below.

Complete listed story — includes the ending

Uncanny X-Men #126

Continued from last issue.

The X-Men’s private Blackbird jet blazes across Scotland’s moors in haste to reach Muir Isle. Responding to Lorna Dane’s distress over the phone, the X-Men left in such a rush that they could not even wait for the Beast to rejoin them. Upon arriving at Muir, they split into small groups to search the facility. Colossus finds Alex, who has suited up as Havok. Banshee and Cyclops find Lorna and the ravaged body of Angus MacWhirter. Storm finds Moira. Wolverine catches Jean’s scent, but Cyclops insists on meeting her alone initially. He finds her still dazed after a fight with Mutant X. In a haze, she initially thinks Cyclops is Jason Wyngarde; Scott is disturbed when she calls out the name Jason.

The entire group convenes in Moira’s home. Jamie recounts the events that happened after Lorna’s call was cut short: Mutant X first attacked Phoenix, but she drove him off. Afterwards, Jamie created a small army of duplicates to search the grounds. When Mutant X then attacked Lorna, she also successfully repelled him but one of Jamie’s duplicates came on the scene and the villain took him over, knocking Jamie for a loop. Concerned by the ease at which their opponent overpowered Jean Grey, Polaris and Jamie Madrox, Cyclops asks Moira for more information. Moira explains that Mutant X is an energy being who possesses bodies to use as host forms. This possession kills the host and ultimately Mutant X reduces the body to a dessicated carcass. Cyclops demands to know who Mutant X is. Moira refuses to talk initially, but finally relents and reveals that he is her son.

Meanwhile, using the form of Madrox's doubles body, Mutant X has escaped to the nearby city of Stornoway where he attempts to find a new body (Jamie’s duplicate is almost spent). He crosses paths with an unaware Jason Wyngarde, but is foiled by the latter man’s psychic defense mechanism. Alas, the hapless Ferdie Duncan fares less well.

The next morning the X-Men (including Phoenix, Havok, Polaris and Moira) head to the mainland while Jamie remains behind. They reason that their target will be headed towards a major town or city. As they split up, Moira explains to Cyclops that she’s been attempting for years to rein in her son’s killer instinct with no success. She further explains that he will be driven to seek more host bodies as he burns through his victims and that his one weakness is any form of metal, which is toxic to him.

From a distance, Jason Wyngarde observes the team’s dispersal and causes Jean to suddenly experience another vision of an 18th century life. She's a Scottish noblewoman riding horseback on a hunt alongside her “betrothed” -- Jason. Suddenly, the dogs bring their quarry down and when Jason clears them off, he offers Jean the knife in order to put down their quarry. She initially accepts his offer but blanches when she realizes they’ve been hunting a man playing the part of the stag - and Jason claims it was her own idea! The shock reverts her back to reality and she finds a mummified corpse of one of Mutant X’s victims.

Wolverine has picked up Mutant X's scent. Ignoring the radio call concerning Jean’s find, he follows his nose to a policeman. Impressed at how fast Wolverine saw through his new facade, Mutant X tries to possess him only to recoil when he realizes his opponent’s his body is laced with metal.

Nightcrawler drives up just as Wolverine threatens to gut their enemy. Mutant X, who now declares that he has renamed himself Proteus, demonstrates his ability to warp and twist reality itself. Wolverine's heightened senses make him especially susceptible to this form of attack. He and Nightcrawler are nearly overwhelmed when Storm arrives to aid them. Her attack distracts Proteus but he quickly turns gravity upside down on her, causing her crash her into the ground. Injured and in danger of becoming Proteus's next host, she desperately tries to repel him with a massive gust of wind. Yet he inexorably closes in on her.

This story is continued next issue.

Uncanny X-Men #127

Continued from last issue.

As Proteus closes in on her, intent on stealing her physical form, Storm risks flight once more, but Proteus warps space around her and brings her back to the ground again, this time knocking her unconscious. Just as Storm seems doomed, a sniper on a nearby ridge distracts Proteus. The metal of the bullets are a real threat to him and forces him away from Storm. The sniper is Moira, who is intent on finishing him off. Cyclops, who does not want to use lethal force tries to stop her. Moira knocks Cyclops out to get her shot but Proteus has already driven off in the X-Men's jeep, not wanting to be vulnerable while he switches bodies. Guessing (correctly as it turns out) where her son is ultimately heading, Moira takes off after him.

The X-Men regroup and patch up their wounds. Wolverine has been badly shaken by his encounter with Proteus and is in a fragile state. Cyclops provokes a fight in order to snap him out of it. Unaware of Cyclops’s intentions, Colossus tries to intervene but Phoenix (who has read Scott’s mind) stops him. As Cyclops planned, his taunting escalates into a brawl and he provokes responses from Nightcrawler and Storm as well. Finally, he sues for peace and explains his motivation: to test their psyches to see if there was any other damage that was not immediately apparent.

Meanwhile to the south of them, Proteus claims his next victim: a young woman named Jennie Banks whose car has a flat tire. Jennie/Proteus hides the used-up policeman's body and fixes the flat before continuing on his way, intent on killing "the one [he] hates".

In Edinburgh, Moira pays a visit to Joe MacTaggert, her estranged husband who has repeatedly refused to divorce her. She tells him he has a son and that he's trying to kill him, prompting an outraged response from him. Moira pulls a gun on him before leaving. Outside, she crumbles in tears at the situation, unaware that Proteus is near her. Proteus closes in for the kill in on his quarry: his father.

Phoenix detects Joe's psychic death scream and feels his pain physically. She also warns that with each new host body that Proteus consumes, his mutant ability to warp reality increases exponentially. Now knowing his location, she telekinetically flies the bulk of the team to him while Storm and Polaris fly on their own power. Scott secretly notes with some concern the new extent of Phoenix’s powers (As Marvel Girl, Jean’s telekinesis would never have been strong enough to transport so many people so far.)

Having possessed his father’s body, Proteus confronts Moira. She grabs for her gun, but he transforms it into a snake. Proteus displays a blatant Oedipal complex as, having killed his father, he seems to sexually accost his mother.

The X-Men arrive on the scene to find reality going wild. Proteus foils the team’s initial assaults on him and uses Moira as a hostage. Banshee, who is in love with Moira, begs Cyclops not to let her get hurt. Cyclops however says that their opponent has grown too powerful and they can no longer afford to pull any punches, even at the cost of Moira’s or their own lives.

This story is continued next issue.

Uncanny X-Men #128

Continued from last issue.

Proteus’s reality-warping powers is affecting an ever-increasing radius of Edinburgh. The X-Men, including Havok and Polaris, are hard-pressed to rescue innocent civilians from the bizarre effects, let alone confront their opponent Proteus, who reflects on the events leading up to this standoff.

Meanwhile, Proteus amuses himself by sadistically toying with his mother, Moira. He transforms her into grotesque animal forms as punishment for keeping him in captivity for years. But while he is preoccupied with Moira, he is caught unaware when Banshee fires a bullet into his shoulder. Cyclops remarks that he asked the now-powerless Banshee to hang back. Sean retorts that Moira is the woman he loves and he will do anything to save her.

Proteus fights back by creating a deep pit directly beneath Banshee’s feet and he plummets into it. Nightcrawler teleports in to rescue him. As he’s climbing out with the now unconscious Banshee in tow, he realizes that Proteus is warping space around him, entombing him. Nightcrawler is forced to teleport out, despite it being a strain to teleport while carrying someone.

Proteus makes a tactical withdrawal and takes Moira with him. Phoenix catches up and nails him with a powerful psychic attack, but he successfully retaliates. Wolverine has caught up as well and tears into him with his deadly adamantium claws. Cyclops and Havok then let Proteus have it with both barrels. But while these attacks weaken Proteus, he still manages to escape from them with Moira as his prisoner. He retreats to the ramparts of Edinburgh Castle.

Colossus scales the castle walls in pursuit. Hoping to catch the evil mutant unaware, he initially attacks Proteus while in his human form. As his current physical form is rapidly decaying, Proteus prepares to steal Moira’s form when Colossus intervenes and tosses him away from her. The host body shatters against the wall, reduced to ashes by the blow, and Proteus is revealed as a being of pure energy. He takes delight in torturing Colossus's psyche as he slowly roasts him with fire and then prepares to take possession of his form. But Proteus hasn't figure in Peter's ability to transform himself into organic steel. Colossus transforms and thrusts himself into the heart of Proteus's energy form, dispersing it and killing him.

The scattered members of the team convene on the castle ramparts, where Colossus is consoling a distraught Moira. Even despite Proteus’s evil and her husband’s terrible treatment, she still loved both of them and is devastated by their deaths. When Banshee arrives, she collapses into his arms.

The X-Men quietly depart, leaving Sean to comfort Moira as best he can.

Uncanny X-Men #129

The X-Men bid their friends farewell as they prepare to depart Muir Island after their battle against Proteus. Banshee chooses to stay behind. Having lost his sonic scream ability, he feels his usefulness to the team is limited, whereas Moira needs his support while she recovers from her recent traumas over the deaths of her husband and son. Cyclops extends offers to Madrox, Havok and Polaris to join the X-Men as Banshee’s replacement. Each of them respectfully declines and so the X-Men leave. Phoenix leaves with them, however, having finally rejoined the team.

As the Blackbird cruises over the Atlantic Ocean, Colossus ponders whether his actions in killing Proteus, even to save another life, were right. Another private jet owned by the Hellfire Club transports Jason Wyngarde to the States as well. He once again causes Jean to experience hallucinations of being an 18th century noblewoman who in love with Wyngarde’s ancestor.

This time, he creates an illusion that they are crossing the ocean on a ship together, heading for New York. Jean had previously assumed her visions were some manifestation of Proteus’s reality-warping ability, but now thinks to herself that her Phoenix abilities may be causing her to experience actual timeslips, perhaps experiencing the life of an ancestor of hers. She worries about what will happen to her body in the present if her mind stays in the past.

Scott’s approach snaps her out of this supposed timeslip and the two discuss their relationship. Jean lets him know that she’s gotten glimpses of Colleen Wing from the other X-Men’s thoughts. Scott assures her that his brief “romance" with Colleen Wing only happened because he thought Jean was dead and that Colleen is a friend, nothing more. The two confess their love for each other and share a kiss. As the Blackbird approaches the X-Mansion, the team is alerted that the security perimeter has been breached. Storming into the school, the X-Men are surprised to find that their mentor, Charles Xavier, has returned to Earth.

Over the next few days, Scott and Jean spend a lot of time catching up. Jean ponders to herself how she “overheard” the Professor’s thoughts and knows that he returned due to concern for her new powers. The couple are approaching the Danger Room when Wolverine suddenly storms out of it. Scott realizes that Professor X (who has had very little time actively leading the new team) is using the same heavy-handed methods he used to mentor the original team. Scott advises him that the new team is not a group of teenagers and that he’s learned that he must use a different approach with them. Xavier dismisses this advice, suggesting that Cyclops’s own confessed inability to discipline the team was a failure of leadership.

Before their argument can continue, Cerebro alerts them to the existence of two new mutants whose powers have manifested, one in Chicago and the other in New York. The Professor mobilizes the X-Men to investigate the two new mutants: he will lead half the team to Chicago while Scott takes the other half to New York. The team is unaware that they are being spied on by the inner circle of the Hellfire Club, which includes Jason Wyngarde. The shadowy members of the Hellfire Club want to acquire these mutants before the X-Men do. The Club’s White Queen is dispatched to deal with the one in Chicago, while Jason Wyngarde is sent to deal with the one in New York.

In the suburb of Deerfield, Illinois, thirteen-and-a-half year old Katherine "Kitty" Pryde returns home from ballet practice to find her parents meeting with Ms. Emma Frost (the White Queen in her civilian guise), who is headmistress of the exclusive Massachusetts Academy. Kitty instinctively dislikes Ms. Frost and realizes that the fact that her parents are discussing sending her to a private school means that her parents intend to split up. She lays down on her bed in her upstairs bedroom to rest as a migraine hits her. After enduring the pain for a few moments, she opens her eyes to find herself on the floor of the living room! Baffled, she rushes back up to her room just as her parents see Ms. Frost out and welcome their next visitors: Charles Xavier, accompanied by Ororo, Peter and Logan. Like Ms. Frost, Xavier is seeking Kitty as a student at his own school. Kitty spies on Xavier and his students and decides they are much more interesting. In particular, she thinks that Peter is “cute!”

While Charles talks with Kitty’s parents, the rest of the team take her down to a local malt shop to get acquainted. Kitty strikes up an instant friendship with Ororo, who confides to her that they are the X-Men, much to Kitty's surprise. Meanwhile, Logan and a flustered Peter check out a few girly mags in the store’s racks. Just then, three armored mercenaries barrel through the storefront window and attack the three X-Men. Each of the X-Men’s attackers has find that they has armor specially equipped to neutralize their abilities. As the fight erupts, Kitty cringes in fear and is extremely surprised when she passes right through the outside wall, landing in the alleyway behind the shop. Before she can fully comprehend what happened, she passes out.

Storm hasn’t noticed exactly how Kitty departed but is relieved to see that she’s gone. Meanwhile, the X-Men realize that they can defeat their enemies if they switch opponents; they then easily trounce their attackers. Their victory is brief, though, as they are then struck down by a powerful psionic bolt from the White Queen. She orders more minions to take the X-Men prisoner. As they all speed away, the Queen detonates explosives laced within her defeated minions’ armor, killing them as the penalty for their failure.

The Hellfire Club’s vehicle speeds away while the White Queen orders the X-Men to be stripped out of their uniforms. When asked what she intends to do about Kitty, she dismisses her, convinced that she can get her any time she wants. Unbeknownst to them, Kitty has used her newfound phasing ability to sneak aboard the hovercraft. She wonders how she can possibly save her new friends all by herself.

This story is continued next issue.

Uncanny X-Men #130

Continued from last issue.

Cyclops, Phoenix and Nightcrawler investigate a Manhattan dance club to seek out the mutant detected by Cerebro. Cyclops orders Nightcrawler to stay outside and remain on the lookout from the shadows for trouble, while he and Jean search the nightclub for the new mutant. They are all unaware that they are being watched by minions of the Hellfire Club, who have been sent out to capture the new mutant as well.

Entering the club, Scott and Jean find the club and its patrons to be extremely decadent. As they canvass the room to find the mutant, Jean can't help finding the sordid thoughts among the crowd somehow attractive.

At the Hellfire Club's headquarters, Jason Wyngarde and the Hellfire Club's leader Sebastian Shaw receive a report from the soldiers surveying the night club. Jason tells Shaw that he will personally see to Jean Grey.

Shaw then checks in with the White Queen in Chicago. Emma reports back showing that she has captured Wolverine, Storm, Colossus (whom she holds in cages) and Professor X (who is being held in a comatose state). The young mutant named Kitty Pryde has escaped, however - for the time being. Unbeknownst to Emma, Kitty has used her phasing ability to sneak into Emma's industrial complex. Approaching Storm, she discovers that something about the cage has dulled Ororo's mind. However, Storm rallies and manages to rip a tag off her costume to provide Kitty with a phone number to call. Kitty is spotted by one of Emma's guards and she escapes using her phasing powers.

Back in New York, Jean continues to search through the crowd when she is confronted by Jason Wyngarde and instantaneously finds herself experiencing another "timeslip", seemingly living the past life of an ancestor once more. She finds herself in a burnt-out church in the middle of a wedding ceremony between her and Jason, with Sebastian Shaw presiding. After they have exchanged vows, Wyngarde removes Jean's wedding dress to unveil her as the Black Queen. As the assembled guests (members of the Hellfire Club) cheer, she lustily kisses Jason.

Just as suddenly as it began, Jean finds herself back in the present but kissing the modern day Wyngarde right in front of Scott. Before Jean can even begin to explain (or comprehend) what happened, the club's musical act takes the stage amid an amazing pyrotechnic light show. She is a singer known as Dazzler. Cyclops' mini Cerebro unit indicates that she is the mutant they are seeking.

Outside, the X-Men's car phone rings and Nightcrawler answers: Kitty is calling for help. Before Nightcrawler can learn any more, he is attacked by a Hellfire Club soldier in a suit of armor specially designed to combat his powers. The soldier attacks him with a sonic device that is strikingly similar to a Danger Room device that stopped him once before.

Two more soldiers burst through the club's skylight above the stage. Jean uses her powers to change her and Scott's street clothes into their X-Men uniforms, shocking Scott at her display of power. The armored soldiers have also been specially fashioned to combat their mutant abilities as well, including one who lobs a glop of ruby quartz material onto Scott's visor, preventing him from firing his optic blasts, and one who attacks Phoenix with a psionic distorter (which Cyclops notes would require her attackers knowing her specific brainwave patterns). The soldiers hadn't anticipated Dazzler entering the fight, distracting them with her light powers. Dazzler’s power renders one of the soldiers catatonic, something that surprises even Dazzler herself. This allows Jean to free Cyclops and the two switch opponents, easily defeating them.

The last soldier and Nightcrawler crash through the skylight while mixing it up. Phoenix easily dispatches the third opponent. Nightcrawler explains to Cyclops and Phoenix that the X-Men in Chicago were ambushed. Cyclops very quickly explains to Dazzler that she is a mutant and that they need her help in saving their friends. Dazzler is surprised by all this, but agrees to help. As soon as they have departed, the the club explodes, destroying all evidence of the battle. (Obviously the soldier's armor was detonated in the same manner as the White Queen's lackeys last issue.)

As Cyclops drives away, he sees Wyngarde looming beneath a streetlamp and wonders what he was doing kissing Jean. As the car passes by, Cyclops vaguely notices that the shadow Wyngarde casts does not match his body, but he is too distracted to reflect on the fact. After the X-Men have gone, Wyngarde laughs over the progress he is making with Jean Grey.

This story is continued next issue.

Uncanny X-Men #131

Continued from last issue.

Kitty Pryde is being chased through the streets of Chicago by minions of the Hellfire Club. Just when it seems they have her cornered, Phoenix intervenes and demolishes their car while Nightcrawler grabs Kitty and carries her up to the roof of a warehouse. Scott is upset at the force Phoenix exerted in taking out the Club’s minions, but she counters that she was herself was upset at just how much they terrified Kitty. Dazzler, meanwhile, cannot believe she is tagging along with a bunch of real superheroes.

Phoenix then spirits all three of them to the rooftop where Nightcrawler relates how Kitty used her phasing ability to elude her. Panicking, Kitty tries to hide from the X-Men until Jean approaches her and wins her trust.

In the Hellfire Club’s hovercraft (which has been commandeered by the X-Men), Cyclops tends to Kitty’s wounds and listens to her recount how the other X-Men were taken prisoner by the White Queen. Nightcrawler silently laments that Kitty seems afraid of him. Cyclops formulates a plan to rescue the captive X-Men and asks for Kitty and Dazzler’s assistance.

Soon enough, the car used to tail Kitty pulls up to the gates of Frost Industries’ Chicago branch and the Club soldiers sent out after Kitty appear to have captured the remaining X-Men (Cyclops, Phoenix and Nightcrawler) as well as Dazzler. It’s all a trick, however, as Jean is telepathically causing the guards to see what she wants them to see. The car is allowed entrance to the base’s grounds.

Observing this on a monitor, the White Queen is suspicious but not immediately alarmed. Confident that if it is a trick, she can easily defeat the other X-Men, she resumes her painful telepathic interrogation of Storm.

Meanwhile, Kitty uses her phasing ability to once again sneak into the room where the other X-Men are held captive. With Storm gone, she manages to free Wolverine by phasing her hand through his cage’s lock. As she helps a still-groggy Wolverine out of his cage, she is waylaid by a guard who then orders Wolverine to get back in the cage. Instead, Wolverine pops his claws and advises the guard to say his prayers.

At the same time, the free X-Men drop the facade and go on the offensive. Cyclops blasts the roof off the car with an optic beam. Dazzler quickly springs up and uses her light-show powers to overwhelm the guards’ senses, leaving them in a catatonic state. A battle erupts between the X-Men and the Hellfire Club rank & file.

The White Queen is outraged and tells Storm that as payback for the X-Men’s attack, she intends to wipe her mind clean, leaving her drooling zombie. Before she can carry out this threat, however, Phoenix confronts her and challenges her to a one-on-one duel.
Colossus (carrying a dazed Kitty) and Wolverine join the others as they fight their way out of the complex while Jean and White Queen are locked in a telepathic battle. Phoenix quickly overpowers her opponent. But Storm is nevertheless unnerved by Jean's show of power.

Outside, the other X-Men have dealt with the rest of the troops and are searching for Phoenix and Storm when suddenly the complex explodes. Cyclops momentarily fears the worst, but then Phoenix emerges with Storm in tow, both of them unharmed. The White Queen, according to Phoenix, was not so lucky.

Having witnessed the battle from the sidelines, the Professor commends his X-Men for a job well done. The next day outside of the Pryde residence, Charles offers Dazzler a place with the X-Men. She politely declines, telling him that she was born to be a singer not a superhero. After she departs, Scott wonders aloud if they can trust her with their secrets. Xavier assures him they can.

Kitty's frantic parents emerge from the house. Kitty's mother is in tears, relieved that her daughter has been returned home safe and sound, while Kitty's father demands answers from Xavier about what they’ve been doing with his daughter all night. But then they quite abruptly change their tone and invite them all inside to discuss the school. Professor X appears as baffled by the about-face as everyone else. Jean confesses to Scott that she used her telepathic powers to alter the Pryde’s thinking and make them agree to let Kitty study at Xavier's school. She assures him there’s no real harm being done.

Alone with Ororo, Scott expresses his fears that Jean is using her powers far too casually. Ororo concurs and confesses that she was terrified to see the Phoenix at full force in her battle with the White Queen. As they rejoin the others, Storm opines that something, or someone, is exerting an unnatural influence on Jean and that they must do something before the power of the Phoenix consumes her.

Uncanny X-Men #132

Following their near defeat by the White Queen and fearing that the mansion is no longer safe for them, Cyclops takes the team to the former X-Man Angel's aerie in New Mexico. He asks to talk to Angel privately, who then flies him to the top of a butte out in the middle of the desert (much to the chagrin of Professor X who wanted them to return to the school immediately). Cyclops recounts the X-Men's recent adventure and states that they were targeted by a group called the Hellfire Club. Warren finds this hard to believe as he and his girlfriend Candy are members of the Hellfire Club.

Scott goes on to explain that he's worried about changes in Jean’s personality. Before he can explain any further, Jean herself arrives and interrupts them to have a private picnic with Scott. Warren leaves them alone and Jean gets Scott to take off his visor. Much to his surprise, she telekinetically holds his optic blast in check. The two embrace and make love on the butte as the sun sets.

A week later on a stormy night, the X-Men return to New York City to infiltrate the Hellfire Club and learn why they are targeting the X-Men. Wolverine and Nightcrawler travel through the sewers to sneak into the club from below. As they are passing through the rapidly flooding tunnels, Wolverine slices open some electrical wiring pointing out that they could use a distraction later if things get hairy, a move that Nightcrawler finds very sneaky.

Meanwhile, with invitations organized by Warren, Scott and Jean, and Peter and Ororo attend a prestigious party within the club. Before they go in, they radio back to the Professor and Angel in New Mexico to advise them of their plan so that they can carry on if they fail. As Scott and the others enter the party and try to blend in, they are spotted on the club’s security monitors by the Hellfire Club's inner circle: the cybernetic Donald Pierce and mutants Sebastian Shaw, Harry Leland and Jason Wyngarde. Shaw tells Wyngarde this is his chance to prove that he has full control over Jean Grey and sends him out into the party.

Sure enough, as Scott and Jean are dancing, Wyngarde cuts in and sweeps Jean off into another one of his illusions. She instantly believes she’s in the 18th century and that Wyngarde is the love of her life, ignoring the perplexed Scott.

Wyngarde takes Jean upstairs and Scott follows after them. Scott is shocked when Wyngarde drops the illusion to reveal himself to be none other than the X-Men's old foe Mastermind. Chasing after them, he is blasted by Jean who has now been transformed into the Black Queen and is under Mastermind's full control.

Hearing Scott's scream of pain over the crowd, Storm and Colossus change into costume and charge after their friend. Running upstairs, they encounter Sebastian Shaw. Colossus learns the hard way that Shaw can absorb any physical attack inflicted on him and transform it into strength and invulnerability. Shaw easily defeats Colossus in battle but Storm manages to escape by creating a thick fog to obscure his vision.

Down in the basement, Wolverine and Nightcrawler emerge from the sewers only to be attacked by Pierce and Leland. Pierce locks Nightcrawler in a chokehold. But while Wolverine manages to damage Pierce's cybernetic arm, Leland uses his mass-increasing powers to increase Wolverine's weight until he breaks through the floor and lands in the sewers below, where he is swept away and presumed to have drowned.

Upstairs, Storm is tracked down by Sebastian Shaw who easily defeats her in hand-to-hand combat. The X-Men have all been defeated and the inner circle members celebrate their victory. Sebastian Shaw silently notes Jason Wyngarde's cockiness and suspects that he will attempt to replace him as leader of the Hellfire Club. A toast is proposed to the newest member of their club -- the Black Queen!

Down below in the sewers, meanwhile, Wolverine emerges from the waters alive and well. He is incredibly angry, having taken the Hellfire Club's best shot and he is ready to show them his own.

This story is continued next issue.

Uncanny X-Men #133

Continued from last issue.

The Hellfire Club's inner circle dispatches some of their soldiers down into the basement of their prestigious club to search for Wolverine. While it is assumed that he was killed after being swept away in a sewer flood, they want to be sure.

Wolverine is alive and well, in fact, and hiding in the rafters above them. When his wet body drips water on the soldiers below, they spot and try to shoot him. But Wolverine is too quick for them and he mortally wounds three of them before he appears to take some rifle rounds to the stomach and falls over into some boxes. The soldiers are sure he’s dead but he’s only playing possum, having rolled with the shots. He tags one more of the soldiers, leaving only one left on his feet. Sensing the soldier’s anxiety, Wolverine psyches him out and coaxes him into dropping his rifle. Threatening the man with his claws, Wolverine demands to know everything he knows about his employers.

Upstairs, the other X-Men are the shackled prisoners of the Hellfire Club’s inner circle, who celebrate not only their victory over the X-Men, but the addition of Jean Grey to their ranks as their new Black Queen. With a ruby quartz muzzle covering his head, Cyclops puzzles over how Mastermind was able to take control of Jean, who envisions that she is a decadent woman and a member of the Hellfire Club in the 18th century. She sees the X-Men not as her friends but as several captured thieves and a runaway slave who have betrayed her.

Nightcrawler asks Shaw what he wants from them. Shaw explains that the captured X-Men will serve as guinea pigs in lab experiments in order to advance the club’s aim of genetically “custom building” their own mutants to serve as their slaves.

On Muir Island, Sean (the former X-Man Banshee) is finishing up a jog and checks in on Moira. She is exhausted after extensively studying Jean's Phoenix powers. She admits her fears that Jean’s near-infinite power levels could threaten the entire world.

In New Mexico, the Angel and Professor X await word from the X-Men. Charles expresses the frustration he’s felt at watching Cyclops lead the X-Men without his input.

Back at the Hellfire Club, Wolverine takes a dumbwaiter up to the main floor where the party is still in full swing. He considers options for slipping by party guests undetected when a guard gets the drop on him, putting a gun to his temple.

Cyclops recalls the private picnic he and Jean had atop the butte (during the events of last issue). During that encounter, Jean asked to establish a psychic rapport between the two of them. Realizing that he and Jean still have the rapport, Scott tries to telepathically communicate with her through it in an attempt to shake Jean free of Mastermind’s control.

Scott’s mind is transported to the astral plane. To his dismay, he finds his own image transformed into a colonial-era outfit and that Jean appears as the Black Queen as well. He’s stunned, though, when Jason Wyngarde appears as well despite the fact that Scott knows Mastermind has no telepathic abilities. The two get into a sword fight with Mastermind warning Scott that whoever dies here will likely die in the real world as well.

Downstairs, Wolverine gets the better of the guard who caught him and tosses him into the middle of the party. Abandoning any hope for sneaking by, Wolverine attempts to storm through until he is confronted by a whole cadre of the Club's security guards who pile onto him, clubs swinging.

Scott's psychic sword fight with Mastermind ends with Mastermind stabbing Scott through the chest with his sword. In the real world, the X-Men watch in horror as Cyclops suddenly keels over. As far as the X-Men can tell, their leader is dead.

This story is continued next issue.

Uncanny X-Men #134

Continued from last issue.

All seems lost for the X-Men. Having been defeated in a psychic duel with Mastermind, Cyclops had collapsed to the floor as if dead at the end of last issue. But instead, he manages to regain consciousness, albeit as a prisoner still, while Wyngarde gloats that he has permanently severed the link between Scott and Jean. As if to confirm this, Jean (as the Black Queen) just stares at the assembly, coldly and silently.

But just as it seems there is no hope, Wolverine bursts through the door tossing off guards as he goes. Wyngarde orders Jean to attack Wolverine. Although she pretends to comply, her attack on Wolverine is merely a distraction while she unlocks the ruby-quartz muzzle on Cyclops’s head, loosens his shackles, and re-establishes their rapport. In short order, Cyclops pummels the muzzle with his optic blast, which causes it to fly off his face and clock Pierce in the back of the head. Cyclops next blasts Leland, knocking him through a door, over a banister and down to the floor of the ground level -- right into the middle of the gala. He then quickly blasts the shackles off his team-mates, freeing them.

A cocky Shaw is ready for a fight. He reminds Cyclops that any attack on him only makes him stronger. But Cyclops surprises Shaw; instead of attacking him directly, he blasts at the floor beneath him, sending him falling out of the room. Pierce is rattled by Shaw’s sudden disappearance and Colossus (still in human form) grabs hold of him. Pierce proves too wily for him to hold, though, and leaps through the hole in the floor as well. Cyclops then orders Colossus to go after Pierce while sending Nightcrawler and Storm after Shaw.

Since Jean is no longer “attacking” him, Wolverine turns his attention to Leland for a rematch, lunging at him from above. Panicking, Leland directs his mass-increasing powers on his attacker, oblivious to the fact that he is directly above him. Leland’s maneuver sends both men crashing through the floor beneath them.

Witnessing the battle, Mastermind decides to use his illusion-based powers to hide by literally blending in with the woodwork.

In a secret passageway, Nightcrawler and Storm have caught up to Shaw. Having adjusted to Shaw’s own ability to absorb kinetic energy directed at him, the pair of heroes use alternate methods of attack to keep him off-guard.

The disturbance at the Hellfire Club does not go unnoticed; authorities are called in. An alert even goes out to Avengers Mansion, where it just so happens that the Beast is on monitor duty. The alert states that the X-Men are on the attack at the nearby club. Confused, he erases the record of the call and heads out to investigate on his own.

Colossus catches up to Donald Pierce and gets into an arm-wrestling match with him. His strength proves greater and he crushes Pierce's mechanical arm. Pierce shoves his broken arm into Colossus’s face, shocking him long enough to allow him to escape. Before he goes, however, Pierce reveals his anti-mutant bigotry by denouncing Colossus as a freak. Alone, Colossus laments his carelessness.

In the ballroom, Cyclops tries to calm the party goers down. But Mastermind uses his illusory powers to make them think that he is attacking them. Just then, the rising floodwater in the sewer below the club submerge the exposed power cables (Wolverine slashed open their insulation in issue Vol 1 132) and cause the lights to go out in the club. Wolverine sneaks up on Cyclops in the dark. When Cyclops inquires about Leland, Wolverine curtly tells him, “Don’t ask.” Cyclops then tells him to gather up the other X-Men while he looks for Jean.

Elsewhere, Nightcrawler assaults Shaw by “juggling” him, but Shaw eventually gets the drop on him. Shaw (stripped from the waist up at the moment) is completely unprepared, however, when Storm creates a micro-blizzard, threatening to freeze him to death. He still manages to get away but realizes he doesn’t have the strength left to continue fighting. A frantic Pierce meets up with Shaw and the two villains concede they’ve been beaten.

With everyone else preoccupied with fights elsewhere (or so it seems), Mastermind comes out of hiding, intent on fleeing from the Club. But an unusually intense Jean has been lurking nearby, waiting for him to reveal himself.

In the ensuing confrontation, Jean acts fundamentally different. She is profoundly altered in an alarming way. Despite nominally being aligned with the X-Men once more, she is cold and vicious in her actions. A terrified Mastermind is forced to confess that the White Queen devised a “mindtap mechanism” to enable him to access Jean’s mind. Although she is darkly amused, she destroys the device. As punishment for his actions, Jean gives Mastermind what he wanted all along: power. Opening up his mind to the vastness of the universe, she floods his consciousness with more information than a normal human mind can comprehend. Thus, Jean causes Mastermind to completely shut down and she leaves him in a drooling, catatonic state.

Cyclops finds Jean and immediately senses something is gravely wrong with her. The rest of the X-Men assemble and the team run for it. Watching them go from the window, Shaw vows to ruin the X-Men's public image and turn them into public enemy number one.

The X-Men board a small hovercraft they left hidden at the bottom of the Central Park reservoir. Cyclops is in a hurry to get Jean to Professor X, realizing that something is very wrong with her. Meanwhile, Jean feels herself succumbing to the dark forces that Mastermind has unleashed within her.

From the air, the X-Men see a veritable army of police cars converging on the Hellfire Club mansion. They are then startled to see Jean, now in a darker version of her Phoenix attire. It’s clear that Jean’s mind has been overtaken by the dark side of the Phoenix force.

Suddenly, the X-Men's hover-craft explodes in mid-air.

This story is continued next issue.

Uncanny X-Men #135

Continued from last issue.

While escaping from the Hellfire Club, Jean Grey gives into the dark side of her soul awakened by Mastermind, becoming the Dark Phoenix and destroying the X-Men's escape craft over Central Park. Miraculously, the X-Men survive the explosion and with quick thinking manage to make it safely to ground with only minor injuries. Their attempts to talk Jean out of attacking them fails and she easily trounces the team with her cosmic-level abilities.

While not far away at the Hellfire Club, the authorities are investigating what patrons there believe was an attack by the X-Men. After seeing his colleague Leland wheeled into an ambulance, Sebastian Shaw is consoled by U.S. Senator Robert Kelly, a guest at the party that night. Shaw recommends to Kelly using his government connections to restart the Sentinel program so that they can hunt down dangerous mutants as part of his secret scheme to vilify and destroy the X-Men. Before the two men can discuss things further, they are shocked to see a giant Phoenix effect fill the sky.

Shaw is not the only one, as Dark Phoenix uses her powers to fly away from Earth, her energy signature is picked up by Mr. Fantastic's sensors, Spider-Man's spider-sense, Dr. Strange's mystical senses and the Silver Surfer's cosmic awareness.

As Jean departs, an Avengers Quinjet lands in Central Park. It's piloted by the Beast who has come to the aid of his former allies, the X-Men. He finds them beaten but alive and agrees to fly them back to the X-Mansion in Salem Center.

In New Mexico, Professor X has a video conference with Moira MacTaggert on Muir Isle. They compare notes and realize that their greatest fear has come to be: Jean has lost control of her new powers and is now a great menace.

In space, Dark Phoenix loops around the sun and uses its gravity to slingshot her out of the solar system and into a stargate she conjures. This sends her to the D'bari system, which is part of the Shi'ar empire. Her goal is to return to and once again enter the M'kraan Crystal.

The journey thus far has expended quite a bit of energy and she hungers for more power, recognising that for now, she still has limits. She feasts on the D'Bari system's star, causing it to go nova and obliterate all the living creatures on the planet orbiting it. A nearby Shi'ar flagship witnesses this act of genocide and retaliates. But Dark Phoenix proves to be too powerful for even a Shi'ar warship to contend with.

While on the Shi'ar throneworld, Empress Lilandra is awakened to the news of the destruction and witnesses the destruction of the flagship at Phoenix's hands. Lilandra grimly considers that they must deal with this threat no matter the cost, as she may threaten all of existence.

Back on Earth, at Xavier's school, the X-Men wonder what they will do next. Scott, who still has his telepathic rapport with Jean tells his fellow X-Men that Jean is returning to Earth, and she's hungry.

This story is continued next issue.

Uncanny X-Men #136

Continued from last issue.

Following the Dark Phoenix's destruction of the D'Bari system, Empress Lilandra of the Shi'ar meets with a galactic council to discuss the threat that the Phoenix poses to the universe. The decision is unanimous in light of the evidence: the Phoenix must be destroyed.

On Earth, the Phoenix's presence has not gone unnoticed. Having received a warning from Dr. Peter Corbeau, the President of the United States attempts to contact the Avengers only to find that just their butler, Edwin Jarvis, is present. When Jarvis terminates the call with the President, he notes that it was the Beast's turn to stay behind on monitor duty and wonders where he could have gone.

The Beast is with the X-Men, preparing for the Dark Phoenix's return by building a synaptic scrambler device to prevent Jean from using her powers. As Cyclops struggles to come to terms with what's become of Jean, Storm tries to console him.

Down below in the Danger Room, Wolverine, Nightcrawler and Colossus attempt to blow off some steam in a combat training session. They all agree that they will act to destroy Jean if they must, but their foremost duty will be to try and save her if they can.

Dark Phoenix returns to her parents' home in Annadale-On-Hudson. Her entrance awakens her parents and younger sister Sarah. She's dismayed when she instinctively reads their minds and realizes they are all afraid of her. Finding their thoughts impossible to keep out of her head, Jean attempts to keep her anger in check. However, she cannot and shows her family her powers by changing a houseplant into crystal. Her family recoils and her father rejects her outright.

Noticing a fog outside, Dark Phoenix realizes that the X-Men have found her and rushes out to confront them. Nightcrawler teleports above her and jams the synaptic scrambler on her head. Although this causes her great pain and limits her abilities, she's still able to hold her own against their combined assault. When Wolverine gets close enough to her, she begs him to kill her with his claws, but he falters long enough for Phoenix's dark side to reassert control and fling him away. Having overheated the scrambler, Dark Phoenix removes it and locks the X-Men in stasis.

She taunts them and intends to torture them mentally until she is confronted by Cyclops. He tries appealing to her humanity to convince her to stop fighting; he almost has her won over when Professor X arrives and attacks her mentally. This causes her to flip back to her evil persona and attack Charles directly.

The two lock in mental combat and after a match of wits, Charles Xavier uses his mental powers to force the Dark Phoenix persona deep into Jean's mind, restoring her sanity in the process. Silently, the Professor notes to himself that he would have lost that battle if not for the fact that he sensed Jean's human personae aiding him in suppressing her dark self.

Cyclops gathers up Jean and while doing so thinks of proposing to her. Jean, restored to "normal", admits she read his mind and accepts his proposal. The X-Men have a moment's relief now that Jean is back. The Angel (who evidently transported Prof. X here) joins the team. When John Grey and his family approaches Xavier to demand answers, they are shocked when the X-Men are all suddenly teleported away.

This story is continued next issue.

Uncanny X-Men #137

Continued from the last issue.

In his citadel, the Watcher declares he will bear witness to an event of cosmic significance: the fate of the Phoenix.

The X-Men, including the Beast, the Angel, and back to "normal" Jean Grey find themselves teleported onto a Shi’ar starship in the midst of a massive gathering of representatives from across the Shi’ar galaxy. Empress Lilandra declares that the Phoenix must die. The X-Men are perplexed, until Lilandra explains how the Dark Phoenix (the “Chaos Bringer” according to Shi’ar legends) exterminated the D’Barian race and an imperial cruiser. Jean’s friends are horrified by the account.

Xavier demands a duel of honor between the X-Men and the Imperial Guard for the fate of the Phoenix. After consulting this with the Kree and Skrull leaders, it is agreed to allow it. The Supreme Intelligence and R'Kill demand that their emissaries watch over the battle, however.

The X-Men rest up for the fight. Over the course of the night, Jean has an alien tailor create a replica of her old Marvel Girl costume for her to wear. Nightcrawler and Angel practice in a training room. Wolverine meditates. Beast takes a bath and takes advantage of some of Shi’ar hospitality. Storm and Colossus each rest up for the fight. Each of them in their own way ponders the Phoenix’s actions and wrestles with whether or not they can bring themselves to defend her, given what they now know she's has done.

On a deck looking out into space, a similarly conflicted Cyclops broods over his lot in life and that the love of his life might be killed just when they were truly falling in love. His thoughts are interrupted when Jean arrives and shows off her costume. The two then decide to spend what could possibly be their last night together.

The following morning, the X-Men all agree to fight for Jean and are teleported to the surface of the moon, into the ancient Kree "Blue Area". Angel finds out the hard way that he cannot fly too high without breaching the protective atmosphere of the blue area.

They observe their opponents, Imperial Guard members, in the distance, and the X-Men split up to divide the Imperial forces. Cyclops, Marvel Girl, Angel, and Nightcrawler head off in one direction and quickly draw fire from the Guardsmen known as Starbolt.

The other group consisting of Beast, Colossus, Storm, and Wolverine travels into the underground tunnels and clashes with B'nee and his partner C'cil. Guardian rips up the ground beneath them and Wolverine is knocked down a shaft but Storm breaks his fall. They land near the Watcher’s citadel, where they are attacked by Hussar and Earthquake. Wolverine is knocked into the Watcher's citadel while Storm is defeated by the two Imperials.

Elsewhere, the battle rages on: Smasher tosses Angel down another shaft, prompting Nightcrawler to leap after him, leaving Cyclops and Marvel Girl alone and outnumbered.

Inside the Watcher's citadel, Wolverine awakens to encounter the Watcher who curtly kicks him out of his home. Outside the citadel, Wolverine is approached by what appears to be Storm, his enhanced senses detect that it's really the Skrull Raksor. Before he can deal with the shapeshifter, however, he is blasted into unconsciousness by the Kree known as Bel-Dann. Disgusted at being saved by one of his mortal enemies, Raskor shapeshifts into a bestial creature and attacks the Kree.

Meanwhile, down below, Nightcrawler finds no trace of Angel and attempts to get the drop on Manta, only to be blasted by her. Afterward, she is shown to have already captured the Angel as well. Not far away, B'Nee incapacitates the Beast, while Gladiator goes toe-to-toe with Colossus and easily beats the X-Man into submission.

Watching the battle from the Shi'ar flagship, Xavier is upset witnessing his X-Men being beaten, and Lilandra silently mourns for her love.

Only Cyclops and Marvel Girl are left. Marvel Girl uses her telekinetic powers to hide them briefly. The two agree to go out together and after a brief rest attack, the remaining Imperials head-on.

Observing from above, the Shi’ar sensors detect an abrupt and dramatic energy surge on the moon below. A force of pure energy strikes the ship, announcing to all that … Phoenix has returned! In desperation, Lilandra orders her forces to ensure the Phoenix’s destruction by destroying the Earth, the solar system even the entire galaxy if necessary. Professor X sends an urgent telepathic message to his X-Men to alert them to the situation.

Narration captions indicate that in their last stand together, Marvel Girl saw Cyclops get cut down, prompting her to once again become Phoenix. The firebird effect blazes all around her and the now inert bodies of her Imperial Guard foes.

With no other choice, Professor Xavier orders the X-Men to attacking Jean to preempt Lilandra's emergency measure, despite the pain that it brings them to do so. Wolverine performs a reverse fastball special, launching Colossus at Phoenix. He strikes a powerful blow that's strong enough to temporarily jar her mind back to sanity. Having depleted her energy, she begs her fellow X-Men to end her life but nobody can bring themselves to do it.

Jean then runs into a tunnel with Scott right behind. She traps him in a telekinetic shield and tells him that she can barely control the Phoenix; there is no other choice but for it, and her, to die. Cyclops watches in horror as Jean triggers one of the long-dormant Kree laser cannon into blasting her, incinerating her body. As the Phoenix dies, her final words are to scream out Scott's name. With Jean dead, Cyclops breaks down in tears as he realizes that she had planned her death from their arrival on the moon. After the exhausting battle with the Imperial Guard, Jean led the X-Men to the cannon so that they could weaken her enough for the weapon.

Witnessing this event are the Watcher and his Recorder robot. The Recorder finds this emotional tableau puzzling, intrigued by the fact that they resisted destroying the Phoenix. The Watcher points out that regardless of what happened, humans are emotional beings and that despite the fact that Dark Phoenix was regarded as a monster in the end, she died a human.

Uncanny X-Men #138

X-Men past and present attend the graveside rites for their fallen team mate, Jean Grey. Jean's grieving parents and sister attend as well. As Scott listens to the eulogy, he thinks back over the years of his relationship with Jean Grey.

He recalls the earliest days of the X-Men and how, when Jean first joined the team, they were all in love with her. He then recalls the team's first battles with Magneto, Vanisher, and the Blob, the formation of the Brotherhood of Evil Mutants, and the X-Men's subsequent clashes with them..

Scott's recollections range over the course of the X-Men's history: how distant he felt isolated from his teammates when Professor X briefly put him in charge of the school and how Warren began pursuing a relationship with Jean, their encounter with Ka-Zar in the Savage Land, the encounter with the Stranger that saw the defeat of their old enemies Magneto and Toad, and their battles against the Juggernaut and the Sentinels..

In quick succession, he recalls battles against the likes of Mimic, Count Nefaria,, the Locust, Kulculkhan, Banshee, the Super-Adaptoid, Warlock, and Cobalt Man. He thinks back to how Warren's eventual relationship with Candy Southern cleared the way for Scott and Jean to pursue their own relationship.

The threats would continue to come, however, with the return of Juggernaut (whom they defeated with the aid of Dr. Strange), their battle with Tyrannus and the Mole Man, their first encounter with Spider-Man, Mekkano and the ongoing war against Factor Three, which ended with a graduation and the group getting unique costumes.

Scott remembers the day they fought Grotesk, a battle that saw the seeming demise of Professor X and the temporary government-ordered dissolution of the X-Men. He recalls a non-stop whirlwind of adventures such as saving Lorna Dane from Mesmero and a Magneto robot, rescuing his brother Alex from the Living Monolith, stopping Larry Trask's Sentinels, and battles with Sauron, Magneto and his Savage Land Mutates, and the Japanese mutant Sunfire.

He then recalls how the very much alive Professor X resurfaced to prevent an invasion from the alien Z'Nox and how Hank quit the team and was mutated into his more furry form.

Scott's mind then focuses on the formation of the new X-Men to save the old team from the mutant island Krakoa, and their first mission against Count Nefaria that ended with Thunderbird's death. He recalls the capture of Jean and several X-Men by Stephen Lang's Sentinels that would lead to the rebirth of Jean as Phoenix, battling the threats of Black Tom and Juggernaut, the return of Magneto, the arrival of Empress Lilandra and how Phoenix saved the universe from destruction by stabilizing the M'kraan Crystal, and their battle with Weapon Alpha.

He recalls how their abductions by Mesmero and Magneto would lead Scott and Jean to each believe the other dead. Scott and the X-Men would go on to help save the Savage Land from Sauron and Garrok, then Japan from Moses Magnum. The X-Men would again clash with Alpha Flight in Canada over Wolverine.

While Cyclops and the X-Men were battling Arcade, Scott recalls, Jean was being secretly seduced by their old foe Mastermind. He remembers their clash with Proteus and how the team - now reunited with Phoenix - would meet Kitty Pryde and attempt to recruit her into the X-Men, only to be ambushed by the Hellfire Club, and how the Hellfire Club manipulated Jean into becoming its Black Queen, inadvertently unleashing her Dark Phoenix persona and ultimately leading her to sacrifice her life.

With Scott's recollection complete, he offers his condolences for Jean's parents. Lilandra offers them as well and gives the Greys a gift: A holomatrix globe that will fill them with Jean's essence whenever they touched it.

After most of the mourners have left, Scott informs the Professor and his team mates that he is quitting the X-Men. The Professor understands and wishes Scott the best of luck, remarking on how proud he is of him.

But just as one X-Men leaves their ranks, a new one arrives. A cab pulls up in front of Professor Xavier's School for Gifted Youngsters and out comes Kitty Pride who sits on the steps waiting for the X-Men to come home from the funeral.

Uncanny X-Men #139

The X-Men participate in a grueling session in the Danger Room. As Angel, Colossus, Storm and Nightcrawler go through their exercises, Professor X and Kitty Pryde witness the spectacle from the room’s monitoring station. Kitty is terrified to see the degree of danger that she may one day have to face. As the session ends, the team regroups and they decide to officially welcome Kitty to the team. When Nightcrawler appears in the room she is instinctively frightened by his appearance and feels bad for acting that way. When the Professor decides it's time that Kitty take up a code name, he suggests the name Ariel. She doesn't like it and chooses Sprite instead. When Nightcrawler inquires why Wolverine changed his costume, he replies that he just felt like it. Wolverine approaches the Professor and asks if he can go up to Canada and straighten out things with the Canadian government. The Professor agrees that this is a good idea and Nightcrawler asks to go along, hoping to meet Aurora again.

Storm and Kitty leave the mansion for the streets of Salem Center. Ororo brings her to a dance studio owned by famed dance instructor, Stevie Hunter. Kitty is excited to begin taking classes, and feels that the physical exercise will help her balance out all of the mental challenges that the school might throw at her.

Later, Wolverine and Nightcrawler arrive in Canada. They meet with Heather McNeil Hudson, wife to Department H's James Hudson, formerly known as Weapon Alpha. Now calling himself Vindicator, James arrives shortly after and prepares to settle affairs with Wolverine. Their past animosity has to be tabled however, as more pressing matters are brought to the forefront.

In Ottawa, Ontario, the capital of Canada, Heather Hudson comes home to find intruders in her home. Grabbing a broom she gets the drop on them, and is surprised to see that it is Wolverine. When she calls Wolverine 'Logan', Nightcrawler asks why Wolverine never told anyone his real name. Wolverine comments that nobody bothered asking. When Logan gets down to business, he asks Heather where James is, and she tells him that he's up in the Hudson Bay area investigating something with Alpha Flight on behalf of Department H.

Up in Hudson Bay, Vindicator returns to the cabin where Alpha Flight has stationed themselves on this mission. With Aurora, Northstar, and Sasquatch on another mission, James only has Shaman and Snowbird with him. As they go over the maps of the area, Shaman's mystical alarms go off and Alpha Flight prepares for an attack. It turns out to be only Wolverine and Nightcrawler who offer their help. Vindicator is happy to see Logan and explains that they are out searching for a family that was attacked by the Wendigo. While the son managed to escape the father was killed, but the mother and her baby child might still be alive in the wilderness. Wolverine recalls his previous encounter with Wendigo and believes that if anyone can stop that beast it's him.

Wolverine sends Nightcrawler out to their jeep to get their gear. As the sun sets, Nightcrawler thinks about how Jean Grey had died in battle and curses the fates for being so cruel. Hearing something coming up behind him fast, Nightcrawler turns and is horrified to find that the Wendigo has come up behind him.

This story is continued next issue...

Uncanny X-Men #140

Continued from last issue...

Angel flies around Xavier's School for Gifted Youngsters. Having only recently returned to the X-Men, he is still adjusting to the team’s most recent members. He converses briefly with Colossus, as the latter pulls a rotting tree stump out of the ground. Professor X summons Angel and asks him his opinion on the X-Men. Angel does not hide his feelings concerning Wolverine. He thinks that he is a dangerous psychopath with "freaky claws". Professor X reminds Angel that the purpose of the school is to cater to all mutants – no matter how rough they may appear on the outside.

In Salem Center, Storm endures an uncomfortable encounter with an amorous pimp before stopping at Stevie Hunter’s dance studio to pick up Kitty Pryde. She is surprised to see how closely Kitty and Stevie have become in so short a time, and shamefully admits to herself that she is growing jealous. Kitty phases into the passenger side of the car, and Storm scolds her for such a showy display of her powers in public. Kitty assures her that she checked to make sure no one was watching before she attempted her stunt.

Meanwhile in Northern Canada, the Wendigo charges at Nightcrawler, forcing the X-man to retreat farther into the woods. The surrounding environment is too congested for Nightcrawler to risk blindly teleporting, so he avoids Wendigo's grasp by acrobatically flipping through the trees. The monster manages to latch onto him however and begins squeezing the life from his body. Nightcrawler has no choice but to teleport blind, and he transports himself several yards directly into the air and then teleports again safely to the ground. The Wendigo catches up to him however, and throws him hard against the side of a wood cabin.

Inside the cabin, Vindicator, Wolverine, Shaman and Snowbird are discussing their strategy on how to deal with the Wendigo. Wolverine hears the sound of Nightcrawler's body slamming against the side of the building and rushes outside. He finds Nightcrawler's unconscious form, and the Wendigo brandishing a pick-up truck as if it were a baseball bat. Vindicator flies outward from behind Wolverine and begins firing his laser blasts at the Wendigo, but the Wendigo easily bats him away. Wendigo throws the pick-up truck which explodes creating a fire. He then takes off deeper into the woods.

Shaman uses powder from his medicine pouch to put out the flames while Snowbird and Wolverine begin chasing the Wendigo. They eventually track the monster back to its lair where he has camper Eileen Parnall and her infant son trapped inside of a cave. He tells Snowbird to regroup with the others while he tackles the creature directly. Like his namesake, Wolverine dives on top of the Wendigo and begins voraciously slashing at him with his claws. The Wendigo has supernatural strength however, and is able to continue fighting despite his injuries. He grabs Wolverine and begins smashing him against the side of a tree. Suddenly Nightcrawler arrives and attacks the monster from behind, distracting it long enough to give Wolverine a chance to catch his breath.

Snowbird returns with Vindicator, and realizes that only brute savagery can possibly stop this menace. She transforms into an actual wolverine and launches herself at the monster. She succeeds in bringing the Wendigo down, but the violent passions of her animal form have consumed her and she is now completely feral. Wolverine softly approaches her, and coaxes her down until she is tame enough to revert to her normal humanoid form.

Shaman uses his magic to counteract the curse of the Wendigo. He cures the creature's condition, transforming him back into the human, Georges Baptiste. Vindicator is faced with a difficult decision. As a duly licensed agent of the Canadian government, he is forced to place Baptiste under arrest.

When Vindicator returns to Parliament, the Prime Minister informs him that the Ministry of Defense no longer maintains the budget to continue funding Department H. He tells him that he will allow him to keep his security status, but as of this moment, Alpha Flight is officially disbanded.

Epilogue: In a maximum security prison in Demming, New Mexico, the evil mutant known as the Blob escapes from his prison cell. He refers to a mysterious contact who has invited him to join a new Brotherhood of Evil Mutants.

Uncanny X-Men #141

In the 21st Century, New York City had become a nightmarish environment run by mutant-discriminatory Sentinels. Kate Pryde a mutant slave, is out on what is supposed to be a medical run, when she is attacked by the Rogue Pack, human scavengers who hate mutants. She is rescued by Wolverine, who is now part of the Canadian Resistance Army against the Sentinels. He has come to warn Kate that there are plans to launch a full scale nuclear assault on America if the Sentinels are not stopped. Understanding this, Kate hopes their gamble works and is given the last component of a device she has slowly been smuggling into the concentration camp that has doubled as home for most of her adult life.

When she returns to the South Bronx Concentration Camp where she lives, she makes it through a Sentinel security sweep and walks past the cemetery of dead heroes and mutants all slaughtered for trying to stop the Sentinel invasion. She meets up with her husband Colossus and the last surviving members of the X-Men: Storm, Rachel Summers, Franklin Richards, and Magneto, who is now crippled and relies on a wheelchair to get around. In their private quarters, the last of the X-Men put together the last component of a device that will jam the power dampeners that prevent them from using their powers. With her mutant abilities available to her, Rachel would then use her vast telepathic powers to send Kate's consciousness back in time...

The date is October 30, 1980, and the X-Men are in yet another training session in the Danger Room. Their newest member Sprite walks in, unaware that the session is in full swing. Realizing the inexperienced X-Man is in the room, the other X-Men break their concentration to save Kitty from harm before Nightcrawler can teleport to the emergency shut-off switch. After, Kitty is scolded for entering the Danger Room when a training session was in progress. When Nightcrawler tries to lighten the mood, Kitty instinctively flinches in fear. When the X-Men go up to the control room to prepare for Kitty's first Danger Room session, Nightcrawler admits that seeing Kitty flinch like that hurts but he is confident that the girl will soon warm up to him.

When Kitty's session begins, she concentrates enough to activate her phasing powers and walks through the obstacle course with her eyes closed. None of the traps that Xavier had set up to try and stop her from getting to the other side of the Danger Room seem to stop her, which causes the X-Men to burst with laughter at the fact that Kitty is easily walking through an obstacle course crafted by the Professor, himself. However, when Kitty goes to exit the room she is struck by some strange force and collapses. When they rush her to the infirmary, they scan her brain for a mental attack and find that her brain patterns have changed, having become more complex. When Kitty wakes up, she surprises Nightcrawler by hugging him and is happy to see him and the other X-Men alive.

Kitty, or Kate as she begins to refer to herself, shocks them all with this revelation: She is really the mind of her older self from 30 years in the future. She explains that she has come back in time to prevent Mystique's Brotherhood of Evil Mutants from murdering US Senator Robert Kelly, Professor Xavier, and Moira MacTaggert during a hearing on the potential dangers of mutants. Their murders will bring about a the apocalyptic future in which she lives in. Although the X-Men (except for Wolverine) are not so quick to fully believe this story, they decide to go and check on the Professor anyway. Aboard one of Warren Worthington's aircraft, they fly toward Washington DC. Along the way, Kate tells them how these assassinations would increase anti-mutant hysteria and by 1984, an anti-mutant President would be voted into the White House who would pass the Mutant Control Act. Soon, almost every mutant and super-human in North America would be wiped out by the Sentinels. The robots were meant to protect humanity, however, they would soon enslave the entire United States. She explains how her friends in the future had sent her mind back to her younger body, as she would have been the only one who hadn't been prepared with psychic defenses by Professor X at that point. She also tells them that the surviving X-Men in the future were also planning on shutting down the Sentinel's operation in North America in order to avoid nuclear war in case she failed her mission in the past...

Back in the year 2013: Rachel, Franklin and Peter manage to escape from their concentration camp thanks to Magneto sacrificing his life so that they can escape. Carrying Kate's unconscious body, they meet up with Wolverine who leads them through the sewers in the hopes of reaching the Baxter Building, where the Sentinels have set up their primary operations since taking over America. As they move through the tunnels the Sentinels rip through the ceiling above to get them. Their first blast kills Franklin, incinerating his body. The remaining X-Men fight back, and despite their ages, manage to defeat all of the Sentinels facing them before continuing on their trek to the Fantastic Four's old headquarters.

Meanwhile, back in the present, at the Pentagon, Raven Darkhölme enters her private office and reverts back to her natural form -- that of Mystique, the mutant terrorist. She has gathered the mutants Destiny, Blob, Pyro and Avalanche into a new Brotherhood of Evil Mutants for the purpose of assassinating Senator Kelly. When checking with Destiny's precognitive powers, Destiny informs her that some unknown factor makes the future hard for her to read. Despite this, and despite in fighting between Blob, Pyro and Avalanche, they move on to enact their plans.

Later at the United States Senate, the hearing over mutants is in full order and Senator Kelly is questioning Moira MacTaggert when the X-Men arrive in their civilian guises. When the Professor telepathically asks them what's going on, Storm imparts the information that she gathered from Kate. Just then, the Brotherhood of Evil Mutants smashes through the wall and before they can attack Kelly and the others, the X-Men change into their costumes and step in their way to stop them.

This story is continued next issue...

Uncanny X-Men #142

Continued from last issue...

In the present, the X-Men have appeared at the US Senate to stop the Brotherhood of Evil Mutants from assassinating Senator Robert Kelly. They have been led there by the adult mind of Kate Pryde who's mind has been projected into the body of her young self from 30 years in the future. While in this same future where the assassination of Kelly would lead to the passage of the Mutant Registration Act and the enslavement of all mutants, the last surviving X-Men head toward the Baxter Building to stop their Sentinel overlords before the rest of the world attempts to nuke America.

1980: The Brotherhood easily knocks past the security and attempts to attack Senator Kelly, but the X-Men get in their way. As the two groups battle each other, Wolverine attempts to gut Pyro with his claws, but is stopped by Storm. As the battle rages, a security guard leads Professor Xavier and Moira MacTaggert away, only to gas them as she is really Mystique in disguise. With Xavier and MacTaggert as hostages, Mystique checks what their future is like with Destiny. Destiny still cannot see past the interference that prevents her from seeing the course history is destined to take. Destiny is unaware that it is the adult mind of Kate Pryde existing in the body of her younger self that is causing the interference.

2013: The last X-Men arrive just outside the Baxter Building, former headquarters to the Fantastic Four and now the primary nerve center of the Sentinel forces that rule America. With Rachel staying behind to watch over Kate's unconscious body, Storm, Colossus and Wolverine go into action. Storm easily disables the Sentinel that is guarding the door, granting the team access to the building. Once inside, Wolverine uses one of the Fantastic Four's old signal belts to gain access to the private elevator that would lead them up to the FF's old headquarters. As they ride the elevator up, they prepare to face the greatest challenge of their lives.

1980: As the battle continues to rage, Storm gets down on herself for not being as good a leader as Cyclops when she failed to see that battling indoors is not helping their fight. Using her mutant powers, Storm creates a wind that blows the Brotherhood and X-Men outside of the Senate building where their battle continues. The battle becomes more complicated with the arrival of the National Guard with some tanks and soldiers which the Brotherhood easily exploit. When soldier arrives with a flame thrower, Pyro uses his powers to turn it's flame into a giant fire monster that grabs hold of Wolverine. Storm manages to generate powerful enough wind to blast the flame monster apart before it can seriously harm him. When Wolverine is approached by who he thinks is Nightcrawler, another Nightcrawler lunges at the other and a fight ensues. Unable to tell them apart due to the damage done to his enhanced senses from being burned, Wolverine decides to dive into the middle of the fight with his claws. Storm stops him and manages to order him to put his claws away. Wolverine, hating to be ordered around, complies but warns Storm that the argument isn't over. They are soon attacked by Blob and Avalanche.

Wolverine and Colossus create a lever which allows them to toss the Blob at Avalanche, while Storm creates a monsoon rain around Pyro making it impossible for him to use his flames. While the real Nightcrawler lands a blow on his doppleganger, forcing Mystique to revert to her normal form. When Nightcrawler notices a resemblance between the two of them, Mystique tells Nightcrawler to ask his adopted mother Margali Szardos about that next time he sees her. When Angel swoops in, it distracts Nightcrawler enough to allow Mystique to escape. Realizing that Kate and Destiny are unaccounted for, the X-Men rush back into the Senate building hoping that they aren't too late.

2013: Exiting the elevator in the Baxter Building, the X-Men spot a Sentinel working at one of the main computers. Wolverine orders Colossus to toss a Fastball special. However as Wolverine is hurtled toward the Sentinel it detects his presence and incinerates him with a laser blast, leaving nothing but a charred Adamantium skeleton. Storm takes down the Sentinel with a lightning bolt, however more Sentinels enter the room. One impales Storm through the torso with a harpoon. This one is destroyed by Colossus, however he soon dies as well. While down on the streets below, Rachel Summers listens to her friends die and sheds tears hoping that Kate succeeds on her mission in the past.

1980: Destiny has cornered Senator Kelly in an office within the Senate and is about to shoot him with a crossbow. She is unaware that Kate Pryde is in the room, and just before Destiny can fire the fatal, history making shot, Kate uses her phasing powers to pass through Destiny. This disorients her enough to make her shot just miss Kelly's head by inches. With history changed, Kate's mind is shot back into the future and the strain causes Kitty to pass out. Storm arrives shortly after and takes Kitty away while Destiny is taken into police custody. Later aboard Warren's jet as it heads back to the X-Men's headquarters, Professor X probes Kitty's mind and finds no trace of her future self. Further, young Kitty has no memory of the battle either. When Warren asks the Professor if they indeed managed to change the future, the Professor can only say that time will tell.

Uncanny X-Men #143

Flashback - The X-Men's first battle with the N'Garai, specifically Storm's destruction of the obelisk which was the nexus of the gateway between their world and ours. The X-Men believed that, with the obelisk gone, the gate was sealed, but a lone demon slowly crawled from amidst the rubble, free in our world.

In the present day, a couple is out looking for their first Christmas tree. Quickly, their happiness becomes ashes - the N'Garai demon kills them swiftly and then feasts upon them, body and soul.

Meanwhile at the X-Mansion, Kitty is learning how the Blackbird's contorls, backwards and forwards, when, to her relief, Angel interrupts to let Xavier know that it is time to be going. In the entrance-way, Logan introduces Mariko Yashida to Professor X. A mistletoe prank of Kurt's with Mariko draws Wolverine's ire, but things are soon set aright, although the mood is tense. Kitty lightens it by playing a similar trick on Colossus, who blushes deeply. Then most of the X-Men depart: Wolverine and Mariko leave together, Angel flys off to see Candy Southern, and Professor X, Peter, Ororo, and Kurt take off in the Rolls. Kitty Pryde is left in the mansion alone.

Kitty, feeling lonely, tries calling her parents with no luck. Scott calls to wish everyone a merry Christmas. Finding only Kitty in the mansion, he promises to call tomorrow. He then finds Lee Forrester to see about taking a job as a sailor. He is a little surprised to find that Lee is a woman when he was expecting the ship captain to be a man.

Still at loose ends, Kitty decides to work out, using a Danger Room exercise program. However, her work-out is interrupted by the intruder alarm activating in Ororo's room. Not wanting to disturb the police over what may be something as simple as a fallen branch, Kitty decides to investigate only to discover the N'Garai demon.

Kitty leads it on a merry chase through the mansion, phasing through walls with it fast on her heels. Losing it briefly at one point, she tries to make it to a phone to call the other X-Men. The demon is waiting for her, however, and while she phased in time, she still feels the claw as it slices through her incorporeal form.

She escapes to the Danger Room, air-walking up to the control booth to use the room against her adversary. The demon takes its time to show, however, and Kitty starts to wonder just how smart it is. the N'Garai bursts into the control booth instead of the room below. Kitty backpedals into the Danger Room and it pursues her through the 'unbreakable' glass. The Danger Room comes alive, and Kitty manages to barely keep just ahead of it and not get nailed by the room. Of course, the demon just tears through everything the room has to offer, but it delays the invader long enough that Kitty gets a good head-start, out of the Danger Room and to the rail-car towards the hangar. Halfway to the hangar the demon ruptures the rail, forcing Kitty to travel the rest of the distance on foot.

Weary from exertion, Kitty gets into the Blackbird, its turbine engines pointed down the tunnel, the only realistic path for the demon to follow into the hangar. She starts going through the ignition checklist. At the last second, she ignites the engines, crisping the demon but wrecking the Blackbird. She exits the plane, air-walking, confident nothing could have survived, when a burned claw arcs towards her.

The X-Men return home to a darkened house, having encountered police earlier warning them of gruesome murders that had occurred in the area. Wary, and with Professor X's telepathy somehow foiled, they enter cautiously. Kitty is curled up watching TV with a fire, and is overjoyed that the X-Men have returned. Kitty's parents were also with them.

It turns out that last swipe was the creature's dying attempt to kill Kitty. It made the supreme effort and it failed.

Uncanny X-Men #144

Jock Forrester, broken by the news that he is being killed by cancer, returned to the swamp he grew up in. Unbeknownst to him, he is watched by two entities: the empathic Man-Thing and a sinister presence. That presence pushes Jock over the edge, causing him to take his own life, and then it reveals itself as D'Spayre. Man-Thing attacks him, but D'Spayre is victorious, and then takes the form of Jock Forrester.

Not too far away, Scott Summers is adapting to life as a fisherman. After a successful fishing trip the crew head to a pub, where Scott catches up on his letters. Meanwhile at the X-Mansion, reconstruction is preceding apace. Wolverine and Nightcrawler are playfully ribbing Kitty for the amount of damage she caused, but unintentionally end up hurting her feelings. Back at the pub, Scott's shipmates get him up to play some pool, and while everyone is distracted by the football game he uses his optic beams instead of the pool cue to sink every ball on the table. Lee gets a call from her 'father' asking her to come visit, and she asks Scott if he minds keeping her company. Scott agrees.

They enter the house, only to discover that "Jock" is actually D'Spayre, and Lee's father killed himself that morning. Then reality goes wild.

Scott finds himself as a child on the plane with his parents, being pushed out with Alex in the only parachute. Then he finds himself in Larry Trask's sentinel base with his brother, only the original X-Men were dead. Suddenly, sentinels that look like the new X-Men batter through the walls, and though Cyclops manages to destroy them all, Alex is slain. But the sentinels rise again, but then Scott finds himself with Jean on a mesa. They kiss, and then suddenly Scott is wearing a tux over his costume and walking down the aisle with Jean, whose clothes switched from one incarnation to the next. They reach the altar, and are pronounced man and wife, and then Jean asks Scott to remove his visor, telling him nothing will happen - but this time he blasts her. Coming back to reality, but laden with despair, Scott runs from D'Spayre and tumbles headlong through a window, falling to the ground below. He lies there for a long time.

Coming to his senses, he discovers Man-Thing approaching him. Almost blasting the creature, he realizes he isn't under attack, as the Man-Thing traveled past him towards the door. Scott follows to find Lee in the grip of D'Spayre. Man-Thing attacks the demon, but D'Spayre causes him to fear, which causes the Man-Thing to set himself on fire. After proving Cyclops' optic beams to be useless, D'Spayre disappears, but Cyclops recalls him by thinking of Jean, and then grabs hold of him. Cyclops has beaten his fear, and his resolve bolsters the Man-Thing, who grabs hold of D'Spayre and the two are locked in a death-grip as Scott grabs Lee and flee from the now-burning house. Then they leave.

In the morning, the house is ashes and the resurrected Man-Thing searches for signs of D'Spayre, but finds none.

Uncanny X-Men #145

Stevie Hunter and Ororo go to see Britain's Royal Ballet. While watching the ballet, Miss Locke enters their box and touches them with a fatal contact poison, a poison she has the antidote to. The poison is merely to buy their undivided attention as Miss Locke relates how and why Doom captured Arcade, that she would like the X-Men to rescue Arcade, and that many of the X-Men's family and friends had been captured to ensure that they would. Ororo falls unconscious, and when she awakes, Stevie and Miss Locke are gone. She checks on Amanda Sefton and the Greys, but they are all missing. She returns to the mansion.

The X-Men contact Beast to get information about Dr. Doom from the Avengers. Wolverine argues that they can't submit to blackmail, they have to nail Murderworld so hard no one would attack their loved ones and friends again. Ororo agrees, and has a plan. Professor X telepathically contacts former X-Men Havok, Polaris, Iceman, and Banshee to provide extra manpower for the two-pronged assault. Team 1 (Storm, Angel, Colossus, Wolverine, Nightcrawler) would rescue Arcade from Dr. Doom, buying time for Havok, Polaris, Iceman, and Banshee to rescue their friends from Murderworld.

Professor X is unable to contact Cyclops. That may be because he is just waking up on an unknown Caribbean beach where he and Lee Forrester may be the only inhabitants. Lee has been tossed overboard by a freak storm, and Scott dove in after her, and now they are stranded.

Meanwhile at Doom's Castle, the Adirondacks, Storm makes a dramatic entrance and demands to speak with Dr. Doom. Dr. Doom emerges and consents to discussing Storm's demand (that he release Arcade) over dinner. Meanwhile the other X-Men in her team infiltrate the castle to rescue Arcade. Unfortunately for them, they find Arcade's cell empty, and are then set upon by men in battle-suits. A fierce battle ensues with the X-Men victorious. In the dining room, Doom is monitoring the battle while engaging Storm in conversation. When it becomes apparent the battle-suits have lost, Doom presents another of his guests, Arcade. Realizing it is a trap, Storm attacks Doom, but he withstands the assault and hits Storm with a weapon that turns her into a statue. The other X-Men arrive seconds too late, only to be laid low by energy weapons. Colossus emerges unscathed, but Dr. Doom paralyzes him with a neural disruptor and emerges victorious.

Uncanny X-Men #146

Dr. Doom captured the X-Men (last issue) and devised cunning traps for each of them. Nightcrawler was in a featureless box, incapable of knowing where he was or where he could safely teleport to. Colossus was on an apparent mountain peak, with a whirlpool slowly climbing upwards and lasers destroying anything as large as his armored form. Wolverine was in a checkerboard amorphous anti-gravity room that was driving his senses crazy and every time he hit a wall, it accelerated him and Angel was in a giant birdcage where the perch was safe, but any attempt to leave it lead to many low-intensity lasers turning the air into a maze of crisscrossing beams. Storm's cocoon consisted of an organic chrome - the epitome of confinement - and left her in a state which triggered her claustrophobia and caused her to unconsciously generate a fierce Storm across the whole eastern seaboard.

That storm caused a near-miss lightning bolt to jolt Cyclops' eye-bandage off, revealing his optic blast to Lee Forrester. The bandage was re-applied, but Scott would have some explaining to do.

The reserve X-Men called in to follow the second half of Storm's plan to fly over the derelict amusement park where the X-Men were released last time they tangled with Murderworld. Polaris used her magnetic powers to trace the underground structures back to Murderworld. Havok 'dug' a tunnel and Polaris short-circuited the electronics to prevent detection, or so she thought. But then a holographic Miss Locke welcomed them, and the games began. Trap doors separated our heroes.

Havok found himself on a roller coaster with spacecraft shooting at him. Some were holograms, but some were dangerously real. He blasted some, but then things looked to get worse as he was headed into a large mothership's mouth. He jumped out at the last second, landing on the outside of the mother-ship. Predictably, his roller coaster car exploded.

Iceman found himself on an ice rink with some enraged hockey players. An ice shield kept them at bay, but the excess weight tumbled the robot players through the ice and into acid. More players skated into the rink, and heating vents turned on.

Banshee found himself in an old-west shoot-out. Deprived of his powers, he had to rely on his Interpol training. He outshot the other robot, but its compadres wanted in on the action. Sean used a 'micro-bomb' to destroy them, blowing a hole through the wall where he saw Moira being tied to train tracks.

Polaris found herself on a merry-go-round. She got distracted by what looked like Illyana Rasputin running by her, only to be attacked by the merry-go-round's horses. She destroyed them with her power and went after the girl, except it wasn't Illyana at all, but a robot with a gun. Of course, robots nor guns were no threat to a mistress of magnetism, but then the ride started spinning incredibly quickly, launching itself into the air and detonating, but Polaris managed to protect herself. However, an inhibitor field caused her to fall.

Polaris fell into Iceman's chamber, who caught her. However, the weight of his ice-slide collapsed the rink surface below, meaning he needed to escape now or be eaten by acid. He super-cooled the wall in front of him, making it brittle enough to smash through. Havok got into the utility tunnels and shorted out a major box. Chambers went to investigate and was taken out by Havok.

Banshee defeated the villain tying Moira, but she was tied with wire so untying her quickly was impossible. However, along the track came Amanda Sefton and Candy Southern tied up in a roller coaster car, so blowing up the track would kill them. Banshee resigned himself to having to blow up the track when Polaris and Iceman arrived, preventing anyone's death. Suddenly Moira, Amanda, and Candy exploded. They were all robot simulacrums. Our heroes were saved by Polaris's quick magnetic shield.

Miss Locke watched all of this with glee until Havok showed up and trashed her firearm. The control center disabled, the X-Men quickly freed the hostages and made it back out to the hover-jet to discover a major storm outside.

Doom had also noticed the Storm, and it worried him. Arcade, however, was unconcerned and he noticed that Nightcrawler just disappeared from his cell.

Uncanny X-Men #147

Nightcrawler finds himself high in the air above Doom's castle, having teleported blind from a featureless room (last issue). Falling unconscious briefly, Nightcrawler awakes to find himself falling frighteningly fast. He skydives for an updraft and then teleports into the lake near Doom's castle - emerging alive but shivering. He reflects on the circumstances that brought him to this situation (last two issues).

Doom has not failed to notice Nightcrawler's escape, and he orders his men to recapture the X-Man. Doom is worried about the growing storm centered on his castle, although Arcade is unfazed. Doom's unease is echoed by NORAD.

Nightcrawler makes his re-entrance to the castle, disabling two guards. Elsewhere, Colossus has discovered that the lasers below are attuned to size and that chunks of Colossus' size are zapped, those of Peter Rasputin's size are left untouched. Taking a deep breath, he swims downwards, past the cannons, turning into Colossus only when he's safely past. He punches a hole in the wall.

In his giant birdcage Angel has figured out that the lasers which fire when he leaves the perch are actually patterned to create a maze. He flies this maze at high speed and escapes just as his cell detonates behind him - only to get a mouthful of water as Colossus's flood washes over him.

Wolverine, trapped in an anti-gravity chamber which is royally messing with his senses, tries to embrace the beast without letting it control him. He hacks into anything he hits, and eventually, the anti-gravity gives out, dropping him onto the floor. Wolvie carves his way out of the cell and notices the loud thunder shaking the very castle. Ororo must be in trouble, so he rushes up the stairs to confront Doom! Doom tells 'Ororo' (a robot) to deal with him, and Wolvie trashes the robot. Doom blasts Wolverine, but Nightcrawler's timely arrival is enough for the X-Men to turn the tables. Wolverine offers a deal - Doom's life for Storm's. Doom hands them a device that will restore Storm... and it does...

Storm has become one with the planet, with all its myriad of elemental forces at her command, and though Doom uses the other X-Men's distraction to escape Wolverine's clutches, Storm easily overpowers him. Of course, Storm's not-so-tender ministrations aren't reserved solely for Doom, as Colossus finds out when he tries to reason with her. The castle is being torn apart by the storm outside, and Dr. Doom and the X-Men may well be torn apart by the Storm inside. Finally, Colossus says something that triggers Storm's psyche to re-assert itself, and she brings the storm back under control, although it costs her much.

Doom is strangely pleased that Ororo survives the ordeal. Storm again asks for Arcade's freedom, which Doom grants for an apology (rather grudgingly given) from Arcade. Doom also apologizes to Storm, and asks to begin anew (with Storm in particular - yes Doom is hitting on Storm), and Storm consents - a clean slate from that point.

In the Caribbean, Lee, and Scott awaken to discover a strange building has emerged from the ocean overnight on the island they're stranded on!

Uncanny X-Men #148

Scott Summers and Lee Forrester are investigating a city that recently arose from the Caribbean depths. Lee kisses Scott, but Scott isn't ready for intimacy, which leads to Lee running off. The sightless Scott, his eyes bound with a cloth to prevent him from using his optic blasts, vents his frustration, but Lee eventually comes back and they make up.

At the X-Mansion, Wolverine and Nightcrawler are playing a game of hunter and hunted outside since the Danger Room is still out of commission. Inside, Storm, Angel, and Professor X are debating Wolverine's membership on the team -- Angel maintains that the "psychopath" doesn't belong with the X-Men. Storm and Professor X insist he stays, and so Angel leaves the team.

In the Hangar, Colossus and Banshee are repairing the damage done during Kitty's battle with the N'Garai while Illyana looks on. Professor X asks Banshee to come up to the mansion. When he does, he's greeted not by the professor but by a bonny lass who turns out to be his daughter! All of the X-Men are happy for Sean except for Moira -- when Storm confronts her about it, Moira confesses that Theresa represents something she can't give Sean, a child, for fear of it being another monster.

Saturday night, a mysterious figure comes out of an NYC manhole cover. He refers to himself as Caliban and can sense the presence of others of his kind (mutants) in the high-rise nearby. In that high-rise, Ororo, Kitty, Stevie, and Jessica Drew are at a night club to see Dazzler in concert. Down below, Caliban fights his way past two security guards to enter the building. Above, Dazzler's show begins. During her performance, the X-Men notice a disturbance near the door -- Kitty tells them she's going to investigate and phases through the floor!

Dazzler notices Kitty's disappearance and Storm's annoyance, so she distracts the crowd enough for Ororo and Jessica to step out a door and change into costume. Back near the elevator, Kitty discovers the mysterious subterranean mutant. Caliban grabs Kitty, provoking Storm and Spider-Woman to attack him upon arriving, but he knocks them for a loop and retreats back down the elevator. Jessica and Ororo regain their wind and go after him. They catch up on the streets below, and finally defeat Caliban, only to learn that he was merely looking for company, for he is lonely as an outcast beneath the streets. Incoming police sirens distract our heroes, and Caliban slips away unnoticed, much to the X-Men's regret.

On the Caribbean island, Lee and Scott are hungry and hoping to be discovered. And discovered they are -- however, their "rescuer" fills Scott with more fear than pleasure, for he is none other than... Magneto!

Uncanny X-Men #149

Professor X is trying to figure out what Magneto is up to, sure that he will strike again, and soon. Suddenly, Kitty phases through the wall, putting the computer system on the fritz, all because she wanted to show off the new costume she designed. Professor X dresses her down and sends her away so he can get back to what he was doing.

Kitty phases down into the Danger Room, where the other X-Men are still working on repairs, looking morose. Storm decides to lighten her mood by getting the other X-Men to play catch with her, startling her out of phasing with a roll of thunder, and leading to a fast-paced game of toss Kitty that ends with her in Colossus's arms. Then Professor X summons them for a briefing.

The X-Men take the Blackbird south to Antarctica to explore the ruins of Magneto's base that was underneath a volcano there. Most of the way through the flight, Wolverine discovers Kitty stowed away on the plane. Storm is upset, but there's no going back now, for Professor X had some urgency behind this mission.

They re-enter the base through the hole Phoenix carved out, breaking through some hardened lava, only to find that the base has been partially excavated! Ororo splits the X-Men up to explore the base more quickly. Kitty and Colossus go one way, Kurt and Logan another, and Storm a third. Suddenly, Storm hears Garokk's voice in her head, and flashes back to when she failed to save Garokk. But the voice speaks no more, and she detects no one.

Colossus and Kitty come to the end of their tunnel, finding nothing, and are about to report back to Storm when Colossus is struck from behind and knocked unconscious! Kitty phases through him, and it hurts him, buying her time. Unfortunately, she's unable to wake Colossus, nor is she able to raise the other X-Men on the radio. Garokk punches a hole in the rock wall, opening a passage to the molten lava core of the volcano! Kitty screams, and Storm responds from far down the tunnel by summoning up a chill wind to harden the lava in its tracks. Garokk sends the unconscious Colossus sliding down the now icy corridor, and knocks Ororo for a loop.

It turns out Garokk was rescued by Magneto before he was fully destroyed by magma, and Magneto set him to guard this base.

Wolverine and Nightcrawler encounter Garokk next, but he easily gets the better of them, knocking them both out. Kitty, who survived the lava by phasing, rushes up to see Garokk forming a pit into which to hurl Storm, and the others unconscious. She quickly wakes Wolverine and Nightcrawler and tells Logan to fastball special her at Garokk. Garokk is badly hurt by Kitty phasing through him, but he throws both himself and Storm into the pit. However, Logan hears Storm moan, and deduces she's landed on a ledge. Kitty goes down to investigate, and Garokk attacks her while she's bent over Storm. Fortunately for Kitty, she phases instinctively, and Garokk tumbles down into the blackness. They retrieve Storm and return to the mansion.

In the Caribbean, Scott and Lee get garments in better repair. And then Magneto reveals that he knows who Scott is, and he can take off the blindfold because his powers are neutralized!

Uncanny X-Men #150

Magneto gives the world an ultimatum - cede total political control to him and disarm all conventional and strategic weapons, or he will end life on earth as we know it! But rather than his previous maniacal plots, he now sees himself as mankind's future benevolent dictator! The Soviet Union does not take kindly to these threats, and the nuclear submarine Leningrad is ordered to launch nuclear missiles at Magneto's island. He disarms and disposes of these menaces, and then destroys the submarine in retaliation! Additionally, he uses a device to allow him to cause an eruption in Varykino which totally destroys the city, although no lives are lost (he allows it to proceed slowly enough for an evacuation to occur).

Shortly thereafter, the Blackbird is flying over Magneto's island when their controls are overloaded by a magnetic pulse. Wolverine goes flying forward into Storm, knocking her unconscious, as the Blackbird goes into a power dive. Storm finally wakes up moments before impact and manages to blunt said impact, but the Blackbird is still lost beneath the waves!

Professor X, Moira, Peter, and Carol are on a boat not too far away and notice that the Blackbird was over Julienne's Cay when it went down. They hypothesize Scott and Lee may have also ended up in that vicinity. The X-Men are at that time disembarking the Blackbird in scuba gear, all except Colossus (because he doesn't breathe in his armored form). This soon proves a mistake, as he suddenly reverts to his Peter Rasputin form and cannot change back!

At nighttime, Lee leaves Scott sleeping to go for a walk near the water. Wolverine grabs her ankle and pulls her in. She identifies herself as a friend, recognizing their codenames from Scott's descriptions. The X-Men haul Peter out of the water, and Logan and Kitty perform CPR, reviving him. Wolverine goes scouting, but his senses are dulled by the inhibitor, and he walks right past Scott! Reunited, Scott tells them what Magneto plans and comes up with a way to thwart them, even without their powers.

The men head for the machine which allows Magneto to create eruptions, intending to disable it. The women head for the computer room to hopefully disable the power inhibitor. Ororo notices another door and discovers Magneto sleeping. She contemplates murdering him. Back at the machine, Wolverine goes to work cutting support beams, with a deadly fall averted by Nightcrawler's acrobatics.

Ororo realizes she cannot kill him, and just then Magneto awakens, sees Storm with a knife, and thrusts her out the window! Realizing where Storm is the other X-Men cannot be far behind, he suits up. Just then Professor X confronts him on the astral plane - it is a fierce battle of wills, one Magneto wins by bringing Professor X's physical body into his inhibitor field with his magnetic powers!

Wolverine has just sliced through the last support, sending the machine down a deep pit, when Magneto walks in on them. He casually reassembles the device using his magnetokinesis and makes the X-Men his prisoners.

Storm, her cape caught on a projection, comes back to consciousness far above the ground. She climbs back in through a window and smashes a computer, destroying the inhibitor. Scott, realizing his powers are coming back, distracts Magneto so he fire off a full power blast against him, momentarily stunning him. He frees himself and the other X-Men, but Magneto is back on his feet. The X-Men hold their own for a little while, but Magneto is too powerful. Cyclops instructs Kitty to destroy the computers, and Kitty runs off while the X-Men continue the battle. Magneto has the X-Men on the ropes when suddenly the computers start exploding! Magneto furiously rushes to confront whoever did this. Kitty, frightened, tries to phase through him, but Magneto ruthlessly responds with a jolt of electricity, almost killing her! Thinking he has in fact killed her, Magneto is snapped back to his senses, and starts talking to himself about his past.

Storm comes upon him then. Seeing Kitty apparently slain, she threatens to kill him. In resignation, he tells her to do it. He has seen the truth about himself, that he has become much like those he hates. Storm asks for Kitty, and Magneto departs. Kitty recovers, surviving because she had been phasing at the time.

The next day comes. The X-Men shall be staying until the following morning. Kitty tells the other she is going to lift the Blackbird out of the water using the "Force", and miraculously, the Blackbird starts to rise! Everyone is amazed, until Colossus also emerges, carrying it on his back. The X-Men repay her prank by dunking her.

Sources and content license

Source and revision history · Exact listed stories combined in catalog order. Sources retain their stated license; formatting and headings adjusted. Adapted from Marvel Database contributors, X-Men Vol 1 126. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 127. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 128. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 129. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 130. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 131. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 132. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 133. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 134. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 135. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 136. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 137. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 138. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 139. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 140. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, X-Men Vol 1 141. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, Uncanny X-Men Vol 1 142. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, Uncanny X-Men Vol 1 143. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, Uncanny X-Men Vol 1 144. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, Uncanny X-Men Vol 1 145. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, Uncanny X-Men Vol 1 146. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, Uncanny X-Men Vol 1 147. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, Uncanny X-Men Vol 1 148. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, Uncanny X-Men Vol 1 149. Illustrations and reference markup removed; synopsis paragraphs combined. Adapted from Marvel Database contributors, Uncanny X-Men Vol 1 150. Illustrations and reference markup removed; synopsis paragraphs combined. · Content license