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Matt Fraction (writer), Luke Ross (penciler), Rick Magyar, Mark Pennington and Luke Ross (inkers), Rain Beredo (colorist), VC’s Cory Petit (letterer), Jeanine Schafer (associate editor), Tom Brevoort (editor), Axel Alonso & Nick Lowe (consulting editors), Joe Quesada (editor-in-chief), Dan Buckley (publisher), Alan Fine (executive producer)
The Omega Machine induces disastrous physical side-effects in Beast, which he communicates to his fellow captive, Charles Xavier. Norman Osborn admonishes Dark Beast for using a faulty machine on their mutant prisoners. Meanwhile, Osborn’s X-Men, led by Emma Frost, arrests Hellion and his fellow mutant rioters. Cyclops confronts Osborn and orders him to leave San Francisco, but Osborn refuses. The Avengers grow restless after Osborn withholds them from the fighting. Upon returning to the H.A.M.M.E.R. facility with the arrestees, Emma scolds Daken for his recklessness in battle, questions Osborn’s treatment of mutants and asks to see the entire holding facility. After she leaves, Bullseye instigates a fight between Osborn’s Avengers and X-Men. Emma, meanwhile, is told by Osborn and Dark Beast that they’re humanely subduing the powers of all mutant captives. From inside his cell, Professor X senses Emma’s approach, tells her Osborn is lying and that Beast is suffering. While keeping her contact with Xavier a secret, Emma vows to get him out of prison and puts the heat on Osborn to tell her the truth. Meanwhile, Simon Trask, the Human Sentinel, activates his Sentinel-infected minions.
San Francisco Bay. Alcatraz Island. West Coast Headquarters of H.A.M.M.E.R…Hank McCoy feels awful. Professor Charles Xavier, the prisoner in the cell next to his, detects his mental anguish and asks what it wrong. Something’s happening to him, Hank says. Professor X asks if he’s hurt, or if he needs medical attention. “My fingernails just fell out,” Beast says. “So you tell me, professor.”
This news takes Xavier by surprise. Hank elaborates on the matter, further horrifying him. He asks at one point a person in his condition would require medical assistance. How many nails would need to fall out? Beast suspects his dewclaw is detaching as well. Huge tufts of blue fur lie around the room—more than remains on Hank’s body.
Taking issue with the nonchalance of his tone, Professor X advises Beast to preserve his strength; demonstrating his gallows bravado only wastes precious energy. Beast asks the prisoner next door why he should even listen to him: he doesn’t know if he is the person he claims to be. After all, if he can speak directly into Beast’s mind, surely he could make him think he’s whomever he wants. If that were true, Xavier counters, wouldn’t he pretend to be someone who could get them out of there?
Outside Beast’s prison cell, H.A.M.M.E.R. Director Norman Osborn glares at his mutant geneticist, Dark Beast. “McCoy looks like hell,” Osborn says. Dark Beast, the Henry McCoy from the nightmarish Age of Apocalypse timeline, strokes his chin. He reminds Osborn that the Omega Machine is an ongoing experiment subject to constant refinement. Each mutant will react to it in a different way. Osborn deems this unacceptable. McCoy promised him the Omega Machine would painlessly and harmlessly sap mutant of their powers. He places no value in a device that tortures them into uselessness. He also doesn’t have room for refinements. Instead, he needs a machine that does what Dark Beast said it would do.
“You don’t dare give me orders,” Dark Beast barks in Osborn’s face. “This machine—to create such a thing, such a miracle with the crude tools you consider technology—”
Osborn tells him to shut up, and that he whines like an old woman who can’t find her pills at naptime. He brought Dark Beast there and gave him everything he needed because he swore he could deliver on his promise. Now, Osborn wants him to deliver—or else he’ll connect him to the Omega Machine, crank up the dial and see what happens to him.
Osborn’s Suite…Norman vents to Bob Reynolds, a.k.a. the Sentry, about Dark Beast’s excuses. It’s a crazy world they live in, he says. Regardless, he assures Bob everything will be okay. The Sentry doubts that; things outside look bad. Osborn assures him he knows that, but Bob’s malaise overwhelms him anyway. Things always look bad, Bob says. Norman tells him that’s just how it appears. That, however, is only his perception. If he could see the world through Norman’s eyes instead, he would understand what a huge victory this is. He asks Bob to trust in him, and to trust Ms. Frost to do their job for them.
Union Square…Osborn’s team of X-Men—led by Emma Frost and consisting of Namor, Cloak, Dagger, Weapon Omega, Daken and Mimic—continues its fight with the peace-disturbing mutants. Emma targets the group’s leader, Hellion, a former pupil of hers. As she deflects one of his telekinetic attacks, she orders him to not be so stupid and get his people out of there. Hellion tells Frost not to be a Nazi, and suggests she not tell them what to do. Emma shifts out of her diamond form and blasts Hellion with a psionic attack. “Drama queen,” she says as his eyes roll back in his head.
Ty Johnson, the superhuman known as Cloak, opens up his robes and exposes the teleporting void within to his victim, Lorelei Travis. She screams in defiance as she falls into the dark realm. Cloak solemnly accepts his victory. Meanwhile, his longtime companion Dagger, real-name Tandy Bowen, fights with Adam Neramani. Tandy hurls a barrage of light daggers at Adam-X, but he deflects them with his sword. He ain’t going out like that, he says. “Rock on, Eddie Vedder,” Dagger says to him.
Mimic, another of Osborn’s X-Men, faces off against the young mutant hothead Match. Channeling Iceman’s borrowed power of water manipulation, Mimic tries to douse Match’s flames—and tells him to cool off in an attempt at superheroic humor. Match asks if he’s for real. Nearby, Michael Pointer—the mutant with the ability to absorb and rechannel energy known as Weapon Omega— swiftly defeats the mutant rebel called Meld in battle.
Daken, the man currently operating under the publicly accepted and Osborn-approved persona of Wolverine, decides to take on Avalanche. With no intention of taking prisoners, he charges at the Greek man in the antiquated helmet. Avalanche grows nervous and plunges his hands into the ground. The seismic tremor he creates does nothing to slow Daken’s approach. As Emma watches this scene unfold, she realizes the mutant operating under her authority is about the end the life of one of their targets. She intervenes by placing her diamond hand between Avalanche’s face and Daken’s claws. “Non-lethal force,” she yells in his face. Although Daken claims Avalanche was trying to kill him, Emma reiterates that he is only to use non-lethal force anyway.
The squabbling between the two members of Osborn’s X-Men leaves them vulnerable to an attack by Hellion, who knocks them both off their feet with a telekinetic burst. They recover and attack him together.
Meanwhile, Namor—the Atlantean king and mutant—grapples with Roberto da Costa, the rioter known as Sunspot. Namor takes him out of commission with a well-placed head-butt. As Sunspot begins whining that Namor broke his nose, Cloak emerges and sucks him into the Darkforce Dimension.
Hellion looks around the battlefield and realizes he is the last of his teammates standing. Meld, Sunspot, Lorelei, Match, Sunspot and Adam-X have all been defeated. Emma’s team of X-Men corners him by the park’s fountain. Hellion faces them down defiantly. He’s the last one standing? Then come on, he says. After all, the entire world is watching. Emma agrees with him—and the entire world has just seen a group of heroes bringing down a bunch of super-powered hooligans who tried to destroy a city park.
Alcatraz…The H.A.M.M.E.R. agents on Alcatraz sound the alarm at the sight of an approaching projectile. The projectile turns out to be not a projectile at all, but Cyclops, the leader of the X-Men and the apparent owner of a jetpack. As he descends, he tells the anxious soldiers that he comes in peace. Regardless, the H.A.M.M.E.R. agents raise their guns at him and ask how they can help him. He asks to see their leader.
Suddenly, Victoria Hand, Norman Osborn’s most trusted personal assistant, emerges from the crowd of troops and confronts Cyclops. He expects them to let a dangerous mutant extremist into H.A.M.M.E.R.’s West Coast base of operations? She asks him not to be foolish: Director Osborn will come to him.
Osborn, dressed in his Iron Patriot armor, arrives on the deck and thanks his assistant for taking care of business. He marches right up to Scott Summers, introduces himself and extends his hand. Scott folds his arms and scowls. Ignoring this rude gesture, Osborn tells Cyclops it doesn’t have to be this way. They still have time and political capital to spend, and good will to use. They can end the craziness between H.A.M.M.E.R. and the X-Men right there, between the two of them. After all, the chasm between them isn’t too great. Norman knows Scott has his hands full; he’s the leader of an entire people. Norman merely runs one single, government agency and recognizes that even that much responsibility keeps his hands full. “Scotty boy, the way I look at it, the problems of mutants and mutantkind are—”
“Surrender,” Cyclops says. The abruptness of this command catches Norman off-guard. After stumbling over his words for a moment, he asks Cyclops to repeat himself. Cyclops does so, clarifying what he said just so his point is understood. Osborn can call it whatever he wants—surrender, withdraw, pull out, retreat, whatever—just as long as he gets his men out of the city. He already has the riots under control. Now, he only needs to put out the remaining fires, let the curfew he imposed run out—and get the hell out of his town. He can go to the media and say he and Cyclops met, came to terms and agreed that San Francisco is in good hands. As long as he leaves, he can say whatever he needs to say to save face. He and his army can go find some other war to fight somewhere. Cyclops doesn’t care where—he just knows that Osborn cannot remain in San Francisco.
Norman Osborn stares at Cyclops for a moment in silence. “Or what?” he asks in response to Scott’s threat. He asks Cyclops if he’s insane. After all, from where he stands, it doesn’t appear Cyclops could lead his way out of a wet paper bag. He’s left super-powered freaks running wild and razing a city he swore to protect, he’s got kids going out and starting fights, starting fires—in other words, Scott Summers is done. Osborn pokes him in the chest. This was it: this was his olive branch. He doesn’t get to wear the big boy pants anymore.
As Cyclops takes off in his jetpack, he turns back to Norman Osborn and tells him he tried. In frustration, Osborn watches him leave. He tells Victoria that when the time comes, he intends to dump the first shovel of dirt on the boy’s grave himself. “Mark my words,” Osborn says. “Scott Summers is a dead man.”
Inside the H.A.M.M.E.R. compound, Bullseye watches the news report on Osborn’s X-Men in disgust. Those are X-Men? That’s the stupidest thing he’s ever heard; those guys are tourists, he says while fiddling with one of his Hawkeye arrows. Bullseye and his fellow Avengers kicked ass out in the city the previous night, yet they’re now getting benched so Osborn can have a P.R. win? In his perspective, this is crap. Dr. Karla Sofen, the Avenger currently donning the Ms. Marvel identity, disagrees with her bored teammate. The situation in San Francisco is a mutant problem, and therefore needs a mutant solution. The Avengers would cause more harm than help. Not satisfied, Hawkeye asks his teammate Mac Gargan what he thinks. Does he think they would cause more problems out in the city, or does he like being stuck at the base, watching TV? Mac—the Venom symbiote-enhanced loony tune currently masquerading as Spider-Man—defers to their boss’s judgment. He’s bored too, but moaning about it won’t help.
Bullseye turns back to the TV screen and sees his teammate Daken fighting the trouble-making mutants. “And him. Wolverine. Give me a break,” he sneers. “How many teams can that guy be on?!?” He stands up in front of the TV and tells his teammates the situation is crap, and that they all know it. It’s bad enough they have to pretend to be people they aren’t; now they have to sit back while these rubes get a taste of all the action and fame! Bullseye has had enough. He’s a fighter, therefore he wants to fight!
Once again, Karla reminds him Osborn calls the plays, and this is a call he made. While firing a concentrated gravity blast at the tip of Bullseye’s upheld arrow, she tells him to sit down and shut up. Unsatisfied with the little support he’s getting from his teammates, Hawkeye turns to Ares and asks what he thinks. Is he with him? Ares, the Greek God of War, nods in affirmation. “Hah. Damn straight,” Bullseye rejoices.
Meanwhile, Emma Frost and Osborn’s X-Men return to the H.A.M.M.E.R. facility with their arrestees in tow. The Iron Patriot congratulates them on a mission accomplished.
The Sentry rushes into the lounge and tells his fellow Avengers that they’re back: Norman’s X-Men have returned.
Back in the docking bay, Daken kicks the otherwise helpless Julian Keller to the ground, once more inciting Emma’s rage. She shifts into her diamond form and gets in Daken’s face. First he had some kind of psychotic conniption in the field, and now he wants to rough up their prisoners? Daken reminds her that she isn’t his boss, and, all things considered, he’s not that impressed.
Nearby, Dark Beast encourages Osborn to get over there and diffuse the situation. Osborn agrees. He walks over to his dueling charges and tells them he has seen enough, but they refuse to listen. Emma continues berating Daken, who, in return, challenges her to come at him in the flesh. Once more, Osborn tells them he’s had enough. This time, Emma shoves her finger in his chest and tells him she absolutely refuses to yield. She will not have captured mutants abused or mutilated or tortured by any team of which she’s a part. “And this,” she says, gesturing toward the eight captive mutants wearing shackles and oppressive headgear, “—these are citizens, with rights, civil and human. They may have broken the law but they’re still protected.”
Osborn asks her to calm down and compose herself. Admittedly it looks bad—no one is crazy about the visual—but he assures her the helmets are painless power-dampening devices, designed by the Beast. That’s all. Emma takes issue with his use of the codename “Beast”. Gesturing toward Dark Beast, she says she knows who that man is and that he’s nothing like the Beast she knows. How dare Osborn profane Henry McCoy by referring to this man as such! She knows what he meant, Osborn says.
Regardless, Emma demands to see everything. She wants to know everything Osborn and Dark Beast are doing to the mutants they have captive. They need to prove to her they’re not torturing her kind—or else she’ll punch a hole through Osborn’s heart. Norman and McCoy stare at her for a moment in disbelief, but Osborn breaks the silence and relents. He tells Dark Beast they’re going to show Ms. Frost the Omega Machine. Dismayed, McCoy snorts.
As Emma Frost walks away with the Iron Patriot and Dark Beast, she orders her team of X-Men to behave. Moments after she leaves, however, Bullseye approaches Daken and asks which he is: an Avenger or an X-Man. “I always did like playing for both teams,” Daken says suggestively. “Why? Is there a problem with that? Let me rephrase that—do you have a problem with that, little man?” he asks as he gets in Hawkeye’s face. Hawkeye tells him it isn’t anything he can’t handle without breaking a sweat. Unsheathing his claws, Daken tells the ridiculous carny he would quite literally love to see him try. With that, the two teams—Osborn’s Avengers and Osborn’s X-Men—engage each other in battle, while Bullseye is just happy to finally have some action.
Meanwhile, Osborn gives Emma Frost a tour of their holding facility. Although he admits it isn’t the Four Seasons, he asks Emma to understand they’re trying their best. “The prisoners. Where?” she demands. Dark Beast tells her all cells with project numbers on their doors contain prisoners. She can inspect whichever ones she wishes. As she peers into the window of the first cell, which holds the mutant Erg, Osborn explains that part of the process—the governing of the subject’s ability to utilize his or her mutant power—results in a degree of lethargy at the onset, much like a mild flu. He assures her they are working round the clock to lessen that effect. Regardless, the process results in no permanent damage. When administered daily, it limits mutant abilities without retarding them in any way. It’s a work in progress, Osborn says, but the progress is very real and made daily. Besides, if they didn’t store and treat the mutant rioters, the San Francisco Police Department surely would have carted them off to the Raft instead—and nobody wants that.
Suddenly, Emma hears a telepathic voice in her head. She keeps quiet and listens. The voice asks if it’s Emma Frost, but answers its own question. He knows it’s her, and that in her diamond form, her thoughts are protected. “Yes. Yes, that’s right,” Emma says aloud in response to both the voice in her head and Osborn’s rhetorical question.
Professor X continues speaking to Emma. He can hear everything Osborn and Dark Beast are saying, but Emma needs to know they’re lying! Hank is in there too, and they’re killing him. He urges her to ask to see Henry.
Emma turns to Osborn and asks about the effects the process has on mutants with permanent physical mutations. She asks about McCoy and demands they let her see him. Norman, after taking a moment to gather his thoughts, claims they’re not holding McCoy. Why would she think they were? Emma argues that McCoy was part of the first riot, but because no one has seen him since, she assumed he had been arrested. Osborn claims they don’t have him. Perhaps the SPFD does, he suggests
Xavier speaks into Emma’s mind and tells her Hank is in the cell next to his. He begs her to look for him, and to see with her own eyes what they’re doing.
Turning back to Osborn, Emma points toward a set of holding cells and asks Osborn whom they contain. She demands a full dossier of all their prisoners. Dark Beast claims those particular cells are empty and instead store equipment. He encourages her to take a look. Osborn, meanwhile, assures her she can see the full dossier—just as soon as they finish processing everyone.
Emma peers into the window. As Dark Beast said, it appears to contain nothing but bulky machines. The voice in her head claims otherwise. “Emma, you’re looking right at me,” Xavier says. “You are, quite literally, staring me in the face.”
A few steps down the hallway, Osborn whispers to McCoy that his plan had better work. McCoy assures him it’s the Omega Machine that needs work—not their holographic image inducers. Emma thinks she’s looking into a storage closet.
Emma, meanwhile, peers through the window right in the direction of the captive Charles Xavier. “I believe you,” she says aloud. “Everything’s going to work out for the best.”
St. Francis Hospital…Simon Trask—leader of the Humanity Now! coalition and also the Human Sentinel Zero—stands atop the roof of the hospital and addresses his followers. “My people,” he says with a small group of doctors, nurses and patients backing him, “if you’re hearing my voice now, it’s because you took my message into your heart and into your life. In the past 24 hours Norman Osborn has actually sanctioned a team of mutants and entrusted them with restoring law and order. These, he tells us—these are good mutants. Well, I say the only good mutant is dead or dying.” Trask orders his minions to rise and destroy it all. The eyes of his backers begin to glow as they accept the commands of their Sentinel master.
Beast, Cyclops, Professor X (X-Men)Adam-X, Avalanche, Erg, Hellion, Lorelei III, Match, Meld, Sunspot (mutant rioters)
Norman Osborn / Iron Patriot (Director of H.A.M.M.E.R.)Cloak, Dagger, Daken, Emma Frost, Namor, Mimic, Weapon Omega (Dark X-Men)Ares, Bullseye / “Hawkeye”, Daken / “Wolverine”, Moonstone / “Ms. Marvel”, Sentry, Venom / “Spider-Man” (Dark Avengers)Victoria Hand (Deputy Director of H.A.M.M.E.R.)H.A.M.M.E.R. agents
Simon Trask (Leader of Humanity Now!)Human Sentinels
Part three of the Utopia crossover, this issue continues from UNCANNY X-MEN #513 and continues in UNCANNY X-MEN #514.
Hellion’s caption in this issue calls him a “Youth in Revolt”, which likely references the 1993 novel of the same name by C.D. Payne.
Eddie Vedder is the lead singer of Pearl Jam, a rock band that typified the 90’s grunge movement and was at its peak of popularity during the era in which Adam-X last appeared in comics.
Meld, a mutant with the ability to liquefy and reshape all forms of metal, first appeared in SENTINEL SQUAD O*N*E #1. Apart from his appearance in this crossover, Meld has not been seen since he chose to remain in Ecuador after a mission in SENTINEL SQUAD O*N*E #5.
Match was among the students at Xavier’s who not only retained his mutant powers after M-Day, but survived the attack of the Purifiers in NEW X-MEN (2nd series) #20-27 and emerged unscathed from after the “Quest for Magik” arc from NEW X-MEN (2nd series) #37-41.
As revealed in X-MEN: MANIFEST DESTINY #5, Avalanche, a former member of Freedom Force, purportedly went legitimate and opened a bar in San Francisco called Nick’s.
The “Haight not Hate” T-shirt worn by one of Trask’s inducted Sentinel minions is a play on “Haight-Ashbury,” the neighborhood of San Francisco most notable for its significance to the hippie movement of the late sixties.
Although it appears in this issue that Beast is on the way to losing his physical mutation, he retains his current “Cat-Beast” look after this crossover ends. In a 9/30/2009 interview with the Uncanny X-Cast, series writer Matt Fraction revealed that while he was initially open to the idea of altering Beast’s look as a result of this crossover, he changed his mind after discovering that artist Steve Sanders—who draws Fraction’s favorite depiction of Cat-Beast—would be penciling Beast in the S.W.O.R.D. series that debuted after this arc.