2099 World of Tomorrow #3

Issue Date: 
November 1996
Story Title: 

Joe Kelly & Ben Raab (writers), Karl Moline & David Brewer (pencils), John Lowe, Jaime Mendoza & The Hack Shack Studios (inks), Michul Higgins & The Chaise Lounge (letters), Brian Buccellato (colors), James Felder (editor), Bob Harras (editor-in-chief)

Brief Description: 

Willow has transformed into a savage beast, which has fully taken her over. Her friends try to bring her back to normal, but fail. Luna has enough and smashes Willow into the water, and Nostromo goes after her. Luna feels responsible and dives after the two kids, but only finds Willow, who’s reverted back to normal. Willow explains that she felt Nostromo using his psychic powers on her, so that he could control the beast long enough to give her the chance to turn back to normal. But Nostromo himself doesn’t come back up. Luna dives after the boy but, on the bottom of the lake, only finds a weird cocoon. On the ship, Uproar has to fight against his will in an arena. He has to confront Wulff, who has been fully transformed into a wolf, and fully given into this state. Uproar manages to talk Wulff back to normal, and they are rescued by a mysterious woman. But Wulff is still in his new wolf form and can’t change back. He kills Dorian, and wants to go after the master himself before leaving. In the Last Refuge, the tensions go up. There almost comes a riot between the X-Men and the humans, but Victor Ten Eagles shows up and manages to calm everyone down. Later, Morphine suggests that Victor act as the spokesman for the mutants, once they are in control. An argument comes from it, but Morphine is certain that Victor will join him. They are eavesdropped on by a human, who thinks that the mutants are plotting against them and runs back to warn his friends. Shakti goes back to Reed Richards’ lab, where she meets a girl named Maddie, and Franklin Richards, the son of Reed. But when Shakti feels strange psionic signatures coming from Franklin, he fights back and gives Shakti a psionic backlash, making her faint. On Mars, December and Metalsmith manage to sneak out and attempt to find the missing Twilight. They are backed up by Dr. Isaacs, but find themselves ambushed by aliens. Mademoiselle Strange and Umi manage to defeat the Mole-Men creatures, only to be ambushed by Chimera. Eventually, Strange manages to defeat her too, and partly destroys her body. But the remains transform into another form, and this form knocks both Strange and Umi down. The newly formed Garokk laughs, as he has finally defeated the Sorcerer Supreme, and the mantle finally belongs to him. And in Latveria, Dr. Doom is able to pull Spider-Man to his side. Doom explains that he has faked to cooperate with the aliens who plan to assimilate the Earth, but in reality only wants that Latveria won’t fall under that fate. Miguel agrees to help Doom because he claims to have Miguel’s brother Gabe. While trying to find a solution, the pair are attacked by one of said aliens, who introduces himself as one of the Phalanx. He himself is called Magus, and is ready to start his plan!

Full Summary: 

(the expedition team)

Willow finds herself unable to revert back to her human form. Hodge doesn’t care much, and this brings him into conflict with Bloodhawk, who does care. Winn tries to reach out to her, but Willow calls him a murderer and slashes him! Nostromo catches the man, who feels lucky to be still alive. He also notices Willow’s weird, alien-looking eyes and wonders why she has them. Hodge has had enough and tries to shoot Willow. This makes her furious and she fights back, but Luna brings her down.

(the ship)

Uproar has been locked up for days now. The Wild Boys mock him, this making him angry. But since he’s chained, Uproar can’t do much. The Wild Boys continue their laughing and leave. When he’s alone, Uproar is approached by a mysterious woman, who claims that Wulff is dead! Uproar freaks out, but the woman walks away. As she does, she claims that Wulff isn’t dead in the way Uproar thinks, but something far worse has happened to him.

(the Last Refuge)

The X-Men try to calm down the human citizens, who are furious because the Fantastic Four left them. They believe that the X-Men betrayed them, and a riot breaks almost breaks out. But everyone is calmed down by Victor Ten Eagles, and afterwards Shakti informs everyone that Reed Richards has left them a tool, which will help everyone through these tumultuous times.

Some time later, Shakti dwells through the tunnels in front of Richard’s. She picks up a presence, and finds a girl named Maddie, who was hiding. They become friends, and Maddie says that she doesn’t want to go back to her father, because he hates mutants. Shakti won’t take her back them, and the girl tells Shakti that she has something to show her. She opens Richards’ lab and reveals a robot inside! The robot is showing some projections of Galactus and the Silver Surfer, and overrunning their data. Maddie claims that the robot to be Franklin Richards, the son of Mr. Fantastic! Shakti introduces herself, but claims that she’s crazy, as she thinks that she knows Franklin!


An unmasked Spider-Man stands on trial in front of Doom. Doom makes it clear that he isn’t looking for any kind of information from Miguel, as he claims that he has seen everything that Spidey has done in his life. Doom is aware that Spidey came to Latveria in the search of the source of a techno-organic virus. Doom says that he’s also aware of the planetoid Miguel has discovered, which floats around the Earth. Doom reveals that the aliens aboard that planetoid have come to Earth to fulfill a hundred year old mission, namely to strip our planet from its resources. And Doom plans to help the aliens with that!

Miguel is furious. Doom opens a monitor. He explains that to firmly entrench themselves on the Earth, these said aliens require a being called the Scout. And Doom has this person. Doom has agreed to exchange the Scout for the preservation of Latveria, while he surreptitiously dissects the T.O. code so that they may find a way to turn the alien’s technology against them. But Doom needs Miguel’s help for that. Spider-Man is still furious, and would rather kill the doctor than aiding him. Doom threatens Miguel that he will help him, or else he’ll kill Miguel’s brother, Gabe, whom Doom has captive. Miguel doesn’t believe him, but Doom shows Miguel the Green Goblin mask Gabe wore, so it has to be true.


December and Metalsmith wake Father Jennifer, and warn her and the others that the Takers have kidnapped Twilight. Captain Pike says it’s too dangerous to go out there now and walks away. Isaacs tells the kids to go to bed, but promises that she’ll go talk to the Captain. Smith and December fake to agree, but Isaacs is aware of that.

(the Earth’s crust)

Strange and Umi are still fighting the Mole-Men. Strange has had enough and ends it using a sleep spell, putting all the Mole-Men into a snooze. They descend some stairs, where they’re ambushed by none other than Chimera! Chimera claims that she got stuck in the middle, so that’s why she didn’t die. But now she wants revenge on both Strange and Umi, and will rip their hearts out so that she can return it to her new master!

(outside the Last Refuge)

Xi’an and Victor have separated themselves from the others. Xi’an thanks Victor for his help calming the crowd down, as he had no idea how to do it. Xi’an wants Victor to stay, so that he can help make some new rules. Morphine Somers shows up, and wants Victor to act as the Homo-superior spokesman. Morphine also wants the mutants to be in control. Victor gets angry hearing that and tells Morphine to go away. Morphine won’t, but warns both Victor and Xi’an to best appreciate his presence, as he’s certain that things are about to chance. As they talk, they don’t notice a human spying on them, thinking that the mutants are plotting against him and his brothers. He runs away and goes off to warn his friends.

(the ship)

Uproar has to fight in an arena against his will. When he enters it, he meets his opponent: Wulff! But Wulff has been fully changed into a wolf, and given in completely into his role! Wulff strikes out at Uproar, but he talks to his friend and brings him back to normal. But Wulff’s still stuck in the wolf-form. He notices Dorian and holds him responsible, and kills the man. The mysterious woman shows up, and claims that she has shut down their power inhibitors so that they could defend themselves. She wants to escape, but Wulff refuses to leave, not until he has taken out the big boss himself.

(the expedition team)

Willow is still trapped inside the beast she had transformed in. Luna fights her, but with no success of reverting her back. She punches her into the lake before them, and Nostromo dives after Willow to get her back. Luna feels responsible and doesn’t want the kids to risk their lives like that. She dives into the lake and manages to bring Willow back up, who’s back to normal. She explains that she felt how Nostromo used his telepathy to take control of the beast, so that’s why she was able to revert back. But Nostromo himself doesn’t come back up. Luna dives back in and, on the bottom of the lake, she only finds a weird-looking cocoon.


Miguel begins his research, but only because he wants his brother safe. Xina joins them and is glad that Doom was able to convince Miguel to join them. Suddenly, one of the aliens merges into the lab. While it transforms into a solid form, the alien confirms that they were always aware that Doom was trying to betray them should he find the chance to. The alien transforms, and introduces himself as the Phalanx! Once solid, the Phalanx entity promises that their hundred year of delayed plan to assimilate the Earth will finally begin, and it will be led by him, who is called Magus!


Metalsmith and December managed to sneak away from the others, and now try to get passed the Wetworker guards. However, they are spotted. A fight begins. The two young mutants are about to lose, but help comes in the form of Dr. Isaacs, who manages to destroy the droids. Later, they leave the ship and try to find Twilight. Isaacs explains her motives to the kids. She mentions that, like the kids, she too has sacrificed a lot to come to the Ares location. She thought it would be just a matter of months and that then she could return back home to her son. But, she thinks that it might be true what they said about the Earth, so Isaacs chooses to rather help them out so that they will find a way to return back home.

Suddenly, a shot is fired and destroys Isaac’s bike. They fall down, and find themselves ambushed by aliens.

(the Last Refuge)

Shakti tries to understand what Franklin’s all about, but he just talks a lot of nonsense and tries to define the word “friend.” Shakti feels the psychic signature again and wants to explore it. She tells Maddie to go away, so that she can concentrate it. Shakti senses the signature again and discovers that it leads directly to Franklin! Franklin again tries to define “friend” and gives Shakti a psionic backlash. It’s too much for her, and she faints. Maddie runs over to her and tries to wake Shakti up, but she won’t.

(the Earth’s crust)

Chimera is furious and holds Strange responsible for her death, claiming that she did nothing to prevent it. Strange tries to defend herself that she was busy elsewhere. Chimera doesn’t believe that excuse anymore, because Strange also said that when her brother died. Hearing the remark of her brother, Strange gets angry too and uses her powers to destroy most of Chimera’s stoned body. She makes some rocks fall onto the remains.

Strange feels victorious, but the rocks emerge and transform. Strange tries to stop it, but she and Umi get smacked down and faint. Garokk rises, and laughs. He has returned and finally bested the current Sorcerer Supreme, and now that mantle rightfully belongs to him!

Characters Involved: 

(the expedition team)

Bloodhawk, La Lunàtica (all X-Men 2099)

Nostromo, Willow (all X-Nation 2099)

Drew Hodge

Mr. Winn

(the ship)

Uproar, Wulff (all X-Nation 2099)

Dorian, Shiv, Trash, Warbird (all the Wild Boys)

Fiona (the mysterious woman)

(the Last Refuge)

Cerebra, Krystalin, Metalhead, Xi’an (all X-Men 2099)

Victor Ten Eagles

Morphine Somers

Franklin Richards

Madeline (the young girl)

various humans (all unnamed)

(as projections): Galactus and the Silver Surfer


Dr. Doom

Spider-Man/Miguel O’Hara

Xina Kwan



December, Metalsmith (both X-Nation 2099)

Father Jennifer

Captain Pike, Dr. Isaacs, Hoon

Wetworker droids (unnamed)

the Takers (aliens)

(the Earth’s crust)

Mademoiselle Strange




various unnamed Mole-Men

Story Notes: 

(the expedition team)

In later issues, Hodge’s first name is revealed to be Drew.

(the ship)

Though the mysterious woman who visits Uproar isn’t named in this issue, she eventually is called Fiona.


Magus is best known for being the evil father of Warlock, the once member of the New Mutants and Excalibur.

Issue Information: 
Written By: