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Matt Fraction (writer), Luke Ross (penciler), Rick Magyar, Mark Pennington and Luke Ross (inkers), Dean White (colorist), VC’s Cory Petit (letterer), Jeanine Schafer and Sankovitch (associate editors), Tom Brevoort (editor), Axel Alonso & Nick Lowe (consulting editors), Joe Quesada (editor-in-chief), Dan Buckley (publisher), Alan Fine (executive producer)
In Las Vegas, Dani Moonstar makes a deal with the Asgardian Goddess Hela. In San Francisco, finish after defeating Simon Trask and his Bio-Sentinels, Osborn’s X-Men revel in the glory their good deeds afford. Cloak and Dagger discover their employers are torturing mutants. At the bottom of the Bay of Oakland, the X-Club prepares the fallen Asteroid M to rise once again. On Alcatraz, Dark Beast discovers the mutant prisoners have escaped, thanks to the X-Men and their plant, Mindee Cuckoo. X-Force arrives via Magik’s teleportation and eliminates Dark Beast and Weapon Omega, but Emma Frost and her team of X-Men prepare to retaliate. At Graymalkin Industries, Cyclops initiates a mass exodus of the mutants of San Francisco to their new home on the newly resurfaced Asteroid M. Back on Alcatraz, Emma and Namor betray Osborn’s other X-Men, take out Daken and Mimic and invite Cloak and Dagger to join them alongside the real X-Men. They accept. With Magik’s help, Emma, Namor, Cloak and Dagger arrive on Asteroid M, which now floats in the middle of the San Francisco Bay, and meet up with Cyclops and the rest of the X-Men. Before a live television audience, Cyclops declares that mutants have decided to leave the United States in an effort to maintain peace. An enraged Norman Osborn gathers his Avengers and decides to stage a full-scale attack on the X-Men.
Las Vegas, Nevada. The Inferno Club…For their mutual benefit, Hela reviews the last few moments with her visitor, Dani Moonstar. Dani’s situation is apparently so dire that she’s sought out Hela, the Queen of Hel herself, to ask a boon—knowing full well it does not come free. Is Miss Moonstar sure she can shoulder this burden? Dani claims she has strong shoulders. As part of the deal, however, she’ll need a new ride home and a big, old sword.
San Francisco, California. St. Francis Hospital…Cornered by Osborn’s X-Men, Human Sentinel Simon Trask asks who among their unholy, unclean ranks could possibly kill him. “For an abomination to Jehovah is the perverted,” Trask says, quoting the Bible, “and with the upright is his secret counsel!” He continues calling the approaching X-Men unclean, inhuman and the heralds of the end of the human race. In response, Daken unsheathes his claws and tells the bionic man that he’s done—and bids him good riddance.
The newscast later that day shows Osborn’s X-Men leading the captive Simon Trask, leader of the so-called “Bio-Sentinels”, to jail. Emma Frost, the team’s leader, merely tells the cameras it’s all in a day’s work.
The next day—Wednesday—these same X-Men help the San Francisco Police Department clean up the mess the Sentinels caused. Later that day, Mimic subdues more rioting mutants, among them Rockslide and Adam-X.
On Thursday, Weapon Omega makes a brief, airborne cameo outside the skyscraping offices of San Francisco’s bustling downtown.
Friday finds Cloak and Dagger busting up a drug deal. Later that night, Daken exits the highly recommended San Francisco restaurant Chez Panisse with two beautiful women and smiles for the awaiting cameras.
The next day, Norman Osborn and his Charles Xavier impersonator, Mystique, make an appearance on a round-table talk show alongside San Francisco’s mayor, Sadie Sinclair. The pseudo-Xavier tells the mayor—with all due respect, of course—that their team of X-Men fights to protect the public, sans politics. Meanwhile, the activist militia led by Scott Summers runs completely antithetical to Xavier’s teachings and beliefs. Mayor Sinclair immediately takes issue with the term “activist militia”.
Cyclops, Colossus and Dazzler watch this debate on TV at home. Scott thinks it’s safe to say they just got the mayor unelected. If that’s the case, Dazzler asks, then what do they do next? They keep enduring it, Cyclops says—and the second Hank’s Science Team checks in, someone must let him know.
Meanwhile, Emma Frost’s team of X-Men—consisting of Mimic, Cloak, Dagger, Daken, Namor and Weapon Omega—enjoys the free reign and glory its authority in San Francisco provides.
Alcatraz…Dark Beast gives a demonstration of the Omega Machine to an assortment of mutant prisoners and the mutant members of Osborn’s X-Men. He explains the machine gently drains the mutant power source and provides a feeding mechanism for their dear Michael Pointer. The way the machine’s current subject is reacting, however, the machine doesn’t appear so gentle. Dark Beast concedes that it’s not yet completely painless—but they’re getting there. After all, even vaccines come with a prick.
In watching this demo, Dagger has a sudden realization: the machine is torture. She turns to her companion, Cloak, and tells him they cannot be a part of this; they’ve made a mistake. Ty thinks it’s a bad time to start that conversation and encourages her to stay cool. Neither of them realizes Emma Frost observes this entire exchange.
Elsewhere in the H.A.M.M.E.R. facility, Norman Osborn tells his Avengers to pack their things, as they’re returning to the East Coast the next morning. “You gotta be @%#$ kidding me,” Bullseye says. Osborn assures him he is not. He believes it is fair to say Ms. Frost’s X-Men have the city under control, and he thinks the public would view the Avengers returning home as a vote of confidence in her favor. Besides, he isn’t asking. They leave tomorrow morning, period. Bullseye, dressed in his Hawkeye outfit, clenches his teeth and shakes his fist at these orders. He isn’t done yet with the mutants. In his mind, they haven’t even gotten started.
Bay of Oakland…Madison Jeffries and Psylocke, both outfitted in scuba-diving gear, descend to the floor of the bay carrying large, handheld machines. They place their machines near the base of a large coral-covered structure. Before moving on, Psylocke asks Dr. Jeffries a question. He corrects her on the title she used—he only goes by “mister”—and asks her to call him by his first name. Psylocke asks Madison if he really thinks it’s going to work. Madison says it works on paper, and he knows the machines will do what they need them to do. So, mechanically speaking, yes, it will work. Psylocke informs him she was actually asking about the plan, not just the role his machine’s play. Madison claims to have known that all along.
They return to the X-Club’s submarine. Dr. Nemesis asks how it went, at which point Madison tells him they installed the machines and prepped them for activation. “Then let’s stop bloody talking and turn them on,” Dr. Rao snaps. She immediately regrets her outburst and apologizes; apparently exhaustion is getting the better of her. Dr. Nemesis tells her not to worry about it. While injecting himself in the neck with some sort of medical gun, he claims they’re all running on fumes—and weird science chemicals.
Outside the ship, the machines Madison and Psylocke planted suddenly activate and begin emitting a green light. Madison proudly reports that engines one through five are online and operational. With that, Dr. Nemesis reports back to Graymalkin and tells them engines are a go. The X-Club, he says, is ready.
Alcatraz…Michael Pointer, strapped into the Omega Machine, asks Dark Beast if he can really blame him; they’re on a floating prison. The place was designed for this sort of thing. Dark Beast begs to differ. Weapon Omega, not Alcatraz, was designed for this sort of this. Pointer offers a snarky comeback to this counterpoint and asks Dark Beast to hurry up and flip the switch.
The machine’s other subject, Beast, asks his alternate timeline counterpart and Weapon Omega if they actually intend to torture him, or if they instead plan to just bicker like old women until the cows come home. In response, Dark Beast activates the Omega Machine. It forcibly and painfully drains the mutant energy out of its victim, Beast, and transfers it into the power-thirsty Omega Weapon. He smiles with glee; he wants more! “I know, I know,” Dark Beast sighs. “You’re worse than a child, Michael, I swear…”
Dark Beast exits the Omega Machine chamber and continues into the containment bloc, still muttering about Pointer’s obnoxiousness. What he sees when he enters the prison, however, stops him mid-sentence. It’s impossible, he shouts! How are they all gone? He runs up and down the aisle and sees nothing but open doors. The prisoners have escaped!
Michael Pointer, meanwhile, grows restless. He needs more mutant energy to siphon, and Dark Beast is taking too long!
Elsewhere, as the withered Hank McCoy slinks slowly back to his cell accompanied by two guards, he smells a familiar scent in the air.
Dark Beast turns the corner and suddenly comes face to face with Mindee Cuckoo, Magik and X-Force. “I led them right into your little torture camp, you sickening Nazi thug,” Mindee says. “Nobody ever takes the hot little blonde seriously.” Magik teleports her away, leaving Archangel, Domino, Warpath, Wolverine and X-23 to deal with Dark Beast. They can do this quiet or loud, Wolverine says as he extends his claws. He hopes to god Dark Beast chooses loud.
To his satisfaction, Dark Beast screams out Omega’s name. Michael Pointer rips free of the Omega Machine and flies toward the source of the noise, passing Beast and his two captors along the way.
Up above, Norman Osborn ushers his team of Avengers to its awaiting transportation back to the East Coast. He explains to Bullseye along the way that it’s all part of the master plan, in which he must have faith. Bullseye thinks Osborn is crazy if he believes the mutant freaks are just going to lie down and take it. As if on cue, a H.A.M.M.E.R. agent approaches Norman and frantically informs him something happened to the mutants in the holding cells! Bullseye makes a fist; he told him so.
Deeming this a job for her team, Emma Frost leads her X-Men into battle. As she, Daken, Cloak, Dagger, Namor and Mimic head into the facility, Osborn orders his Avengers to wait; it appears his enthusiasm was premature. He wants to give Emma’s team its first shot. If necessary, the Avengers will follow them and bat cleanup.
Graymalkin Industries…Dr. Takiguchi waves down Cyclops and Nightcrawler in the hallway and informs them his associates in the X-Club succeeded. With that phase of the plan a success, Cyclops deems it time to assemble the evacuation team in the lab. He orders Kurt to gather everyone inside the chapel and keep them calm. While he would love to have him in the field for this, tending to the flock is just as important—a sentiment Nightcrawler fully understands.
Moments later, in the lab, Cyclops speaks with Madison Jeffries via video monitor while Iceman, Pixie and Dr. Takiguchi wait anxiously. Jeffries reports they are merely waiting for Scott’s command. Iceman, meanwhile, cannot help but ask if the thing he sees on the video monitor is what he thinks it is. “It is,” Scott tells him. Bobby begins to ask how he found it, but Scott asks him to save the questions for later. Right now, he just needs his people to stick to the plan and have faith in each other. If they can do that, they’ll win. If they lose that trust for a second, however, then they lose everything. With that, Cyclops gives the Science Team the order to rise.
Immediately, Pixie teleports into the chapel and brings the news to the rest of the X-Men. Cyclops has given the order! She reports that Nightcrawler, Boom-Boom and Northstar are to go first. Magma and Colossus will come next, followed by everyone else. She and Magik—whenever she’s done doing whatever it is she’s doing—will be making transport runs until everyone arrives safely. It’s time to go home, she says as begins to teleport.
Alcatraz…Weapon Omega’s powers nearly flare out of control as he assaults X-Force. He knew they’d have to ruin it for the rest of them, he claims. On the other end of things, Wolverine tells Warpath to help him take out their Beast, while the rest, he sends after Weapon Omega.
Wolverine arrives at Dark Beast first. Dark Beast kicks at him, but leaves himself vulnerable to an attack by Warpath, who stabs him in the chest and shoulder with his vibranium knives. Meanwhile, Domino fires a well-aimed shot at Weapon Omega and hits him in the head. X-23 compliments her aim. Wolverine and Warpath continue to butcher Dark Beast. The alternate-timeline version of Henry McCoy calls their assault a crime against science. Wolverine says they can arrest him. Archangel and X-23, meanwhile, plunge their razor-sharp blades into Weapon Omega’s chest and shoulder.
No sooner than X-Force takes out Pointer and Beast do Osborn’s X-Men arrive. Domino laughs; she always wanted to meet the X-Men up close and personal-like. The two teams face each other across the floor, ready for battle. Daken bears his claws and calls them morons who must not realize there are no cameras or media down there to protect them. His team is going to kill them, and no one will ever know. Wolverine doesn’t think so. However, he’d be damned if he didn’t sort of hope they would try. Growling at his father, Daken tells Logan he’ll die last—only after watching all his friends die as slowly and painfully as possible.
“Oh, do shut up,” Emma says. She slams Daken’s face into the ground. Her betrayal leaves Mimic speechless. Before he has too much time to consider it, Namor smashes his head into the wall.
Wolverine smiles; he never doubted Emma for a second. At that very moment, Magik materializes behind X-Force and reports that all the prisoners are evacuated. If anyone else wants off Alcatraz, now is the time to go!
Still in shock from Emma’s shifting allegiances, Dagger asks what the hell is happening. Emma turns to her and Cloak and extends her hand. “This is it, children, and you’ve got seconds to decide. Whose side are you on?” she asks. “This is your moment, my little runaways. I know you’re used to being hated and despised… persecuted and misunderstood… and I know you don’t want to join any club that would have you for a member. We all feel the same way.” She turns and walks toward Magik’s stepping disc. While still confused, Cloak and Dagger follow. What are they doing? Where are they going? Do they have a plan? Emma smiles at them. She doesn’t have a plan—Scott does. With that, they vanish inside Magik’s teleportation disc, leaving behind the unconscious bodies of Weapon Omega, Mimic, Dark Beast and Daken.
The remnants of Osborn’s X-Men have the unfortunate task of returning to their boss and reporting both their failure and Emma & Namor’s defection. Osborn tells them to shut up and watch what’s on the TV.
San Francisco Bay. Utopia…Helicopters from local San Francisco news stations encircle the object that just rose up from the bottom of the bay. It appears to be a large asteroid equipped with five towers and living facilities. Norman Osborn, watching this development unfold from his office, grits his teeth. He knows whom to blame: Emma Frost, Namor and Scott @%!@# Summers.
Meanwhile, on the floating rock in the bay, Cyclops greets new arrivals Emma Frost, Namor, Cloak and Dagger. He takes Emma in his arms and compliments Namor on his fantastic work. Speaking telepathically through Emma, he turns to the gathered X-Men and introduces them to their new allies: Namor, Cloak and Dagger. Contrary to appearances over the last week, they are on the side of the X-Men. He promises to explain everything once the fighting stops, but for now, he begs his allies to trust him—and to trust the plan. That trust, he says, will be rewarded soon.
Just then, Nightcrawler arrives on the rock in a cloud of purple, sulfuric smoke with a reporter and cameraman in tow. Without wasting a moment, Cyclops approaches the reporter and tells her he’s just going to start talking; they don’t have much time. Once she gives him the signal, Cyclops begins to speak.
“Don’t be scared,” he says to the live television audience. “I’m Scott Summers—and well, first off you don’t have to be scared.” He holds out his palms in a gesture of non-hostility. “We reject Norman Osborn’s pogroms against mutants. We reject the hate crimes of Trask and his ilk. It seemed to us the people of the United States wanted us gone, so we’ve left. But we won’t be pushed, prosecuted, persecuted, or punished any further. We seek peace and the ability to live peacefully. Whatever happens next,” he says, “is beyond our control.”
“Damn straight it is,” Norman Osborn interjects while watching this speech unfold on TV. After Cyclops finishes by saying the whole world is watching, Norman dons his Iron Patriot helmet and readies his Avengers. As they depart, he orders them to retrieve Namor’s head and Emma Frost’s heart—and to make sure Scott Summers sees them do it.
Anole, Armor, Beast, Boom-Boom, Colossus, Mindee Cuckoo, Phoebe Cuckoo, Sophie Cuckoo, Cyclops, Dazzler, Dust, Elixir, Gentle, Graymalkin, Iceman, Karma, Loa, Magik, Magma, Mercury, Dani Moonstar, Nightcrawler, Northstar, Onyxx, Pixie, Rockslide, Surge, Trance (X-Men)Archangel, Domino, Warpath, Wolverine, X-23 (X-Force)Madison Jeffries, Dr. Nemesis, Psylocke, Dr. Kavita Rao, Dr. Takiguchi (X-Club)Adam-XVarious mutants
Norman Osborn / Iron Patriot (Director of H.A.M.M.E.R.)Cloak, Dagger, Daken, Dark Beast, 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
Hela (Asgardian Goddess of Death)
Simon Trask / Human Sentinel Zero (Leader of Humanity Now!)
Part five of Utopia crossover, this issue takes place after UNCANNY X-MEN #514 and continues in DARK AVENGERS/UNCANNY X-MEN: EXODUS.
After forging a bond with Brightwind in Asgard in NEW MUTANTS SPECIAL EDITION #1, Dani Moonstar became a Valkyrie of Asgard, under the command of Hela, ruler of Hel. Moonstar retained these Valkyrie powers until the Fall of Asgard, as revealed in AVENGERS: THE INITIATIVE #9. She was also depowered on M-Day. For more information, see the Spotlight On… Moonstar.
As revealed in THOR (3rd series) #12, Hela has been living in Las Vegas since the Fall of Asgard.
The Biblical verse the Human Sentinel speaks to Osborn’s X-Men comes from (Robert) Young’s Literal Translation of Proverbs 3:32.
Adam-X must have broken out of the HAMMER holding facility, as he appears again in this issue in the streets of San Francisco.
This issue contains yet another reference to Daken’s favorite restaurant in San Francisco, Chez Panisse.
As confirmed by editor Nick Lowe in a 9/16/2009 edition of X-Position on comicbookresources.com, the asteroid that rises up from the bottom of the bay at the end of this issue is actually the first Asteroid M Magneto built. This incarnation of Asteroid M appeared in X-MEN (1st series) #5 and was destroyed at the end of that issue by the X-Men.
X-23’s appearance in this crossover creates a possible continuity error. In DARK X-MEN: THE CONFESSION, which takes place before the Utopia crossover, Cyclops reveals to Emma the existence of X-Force and refers to the events of the “Suicide Leper” and “Messiah War” arcs of that series. However, X-23 is taken into custody by the Facility during the “Not Forgotten” arc of X-Force, which immediately follows the “Suicide Leper” and “Messiah War” arcs, and doesn’t return to the X-Men until X-FORCE (3rd series) #20, when they’ve already set up base on Asteroid M—at which point she’s missing an arm. She should either be missing an arm in this arc, or she shouldn’t appear at all.