Astonishing X-Men (3rd series) #2

Issue Date: 
August 2004
Story Title: 
Gifted - part 2

Joss Whedon (writer), John Cassaday (artist), Laura Martin (colorist), Chris Eliopoulos (letterer), Stephanie Moore & Cory Sedlmeier (assistant editors), Mike Marts (editor), Joe Quesada (editor in chief), Dan Buckley (publisher)

Brief Description: 

At her press conference, Doctor Kavita Rao shows the footage taken by a cameraman following two police officers to the scene of a disturbance, where a young girl name Tildie Soames has manifested her mutant power and unknowingly killed her parents and one of the officers. She is the example of a life ruined by an unwanted mutation, which can be fixed by Rao’s “cure.” Meanwhile, the X-Men arrive at the hostage situation and make short work of the gunmen. However, their leader, a possible mutant claiming to be called Ord, of the Breakworld, easily defeats the X-Men in turn. Ord is forced to retreat, however, when Lockheed arrives and uses his flame breath, against which Ord is unprepared. At the press conference afterward, the team learns of the claims of Doctor Rao of having discovered a cure for mutants. They continue the discussion back at the mansion but table the issue for the next day. After the meeting, Emma tries to bury the animosity between Kitty and herself, only to realize that it is much deeper than she ever thought. Shortly thereafter, the Beast manages to sneak past security and break into the company sponsoring Doctor Rao’s research, Benetech, only to be discovered by Doctor Rao herself. Their conversation begins to turn into an argument, until the Beast admits that he’s not there to discuss the ethics of the situation but to know if the cure works.

Full Summary: 

Looking back at the camera, the officer in the passenger seat explains the situation. They get reports from neighbors all the time, he tells the camera. Couples screaming at each other… usually they’ve had a few drinks. They need to calm down. That’s what they’re there to accomplish. But they see them and it just, you know… it can be inflammatory. The uniform. Always gotta compensate. Defuse.

Arriving at the scene of the call, the officer and his partner exit the car, followed by the camera operator. The microphone on the camera is able to pick up a scream of pain and terror from the second floor. Hearing this scream, the second officer swears to himself. The first officer quickly orders the second to check the back door… now! The footage quickly cuts to what they find inside, in a bedroom on the second floor. A ghastly red light fills the room and both officers have their guns drawn, with the horror-filled expression on their faces that it will do no good. The second officer can say nothing but “no,” over and over again.

The footage is frozen on what happens next, paused by the remote control of Doctor Kavita Rao. Explaining what she has just shown them, she tells her assembled audience that a child’s mutant power usually manifests at puberty. This was not the case for Tildie Soames. Her ability to manifest her own nightmares cost the lives of her parents, as well as Officer Hoyt. She understands well that this was not her fault.

As the room full of reporters make notes, Rao introduces the young girl in question, Tildie Soames, who walks up to Rao and begins to clutch her waist. Still speaking to the audience, Rao informs them that this brave little child offered to work with them, under the supervision of her guardians and government health agencies to test Benetech Lab’s new vaccine. In the coming months, she will make herself available to genetic teams from every nation to prove what they now conclusively know. The mutant strain can be eliminated safely and irreversibly. There is such a thing as a second chance. As these words sink in, the audience stares at the frozen image on the screen, of the sleeping Tildie floating within the nightmare creature she has created, which has killed her mother and father and whose wrath is now coming down on one of the officers.

Though she is her teammate, Kitty Pryde does not trust Emma Frost, her former enemy, and glares at her from the corner of her eye. In turn, Emma does not look back. Rather, she looks downcast, lost in thought. As this silent battle of wills is waged in the back of the cockpit, Cyclops takes charge of the rapidly approaching situation. Asking what they see, he hears the Beast replying. The scanner’s reading about thirty-five warm bodies in the penthouse, he states. Six of them are carrying something warmer.

Bombs? asks Wolverine. Or guns, opines the Beast. State-of-the-art-of-war. Wasn’t S.H.I.E.L.D. developing some kind of thermal ordinance? Staring at the readouts, Wolverine replies that these clowns aren’t S.H.I.E.L.D. Deployment’s amateur hour – right flank’s wide open. That’s their entry point. Maybe, Cyclops states warily. Their biggest question mark’s the hostages. If they’re playing hero.

Interrupting, Emma states that the hostages are flat on the ground, praying or peeing. Asked if she can read them from there, she replies that this is Walter Langford’s annual fundraiser for the preservation of Victorian architecture. It’s the first year she’s missed it.

Anyway, the Beast says, changing the subject, their biggest question isn’t the hostages or the men with the bright and beautiful weaponry. Their biggest question, Beast says, pointing to a blue dot in the middle of the screen, is him. Moments later, the entity represented by the blue dot, the green-skinned apparent mutant leading the gunmen, stands stoically in the middle of the ballroom and emits a hmm. A moth, he then says, simply. A single moth would have made more noise touching down.

Turning to his gunmen, the mutant informs them that they’ll be there soon. One of the flunkeys instructs the absent foes to bring ‘em on, while another tells their leader that they are locked and they are loaded. Adding to this, he states that they are heartbreakers and lifetakers, isn’t he right? As his associates concur, Shadowcat emerges unseen through the floor. Quickly, she places her arm around one of the hostages, while covering her mouth with the other hand. Then, as silently as she phased in, she phases the startled woman through the floor to the safety of the level below.

Without warning or apparent reason, one of the gunmen beings to fire his automatic weapon through one of the windows, screaming at the top of his lungs. His teeth gritted and his eyes flaring, he declares to his unseen target that they thought he didn’t see him, huh? Thought he’d sneak by? Calling out to his soldier, the leader asks him who is he talking to. Taking a moment to look back out the now demolished window, the gunman looks back and replies that it was his swim coach.

Understanding the situation, the mutant announces that Miss Frost is there and that they are to turn up their scramblers and keep her out of their heads. They are also to go hot on weapons. This will happen fast. As the rest of the gunmen continue to scan the area outside the tower, the do not see Shadowcat once again phasing through the floor and rescuing another hostage, this time a startled man. Still staring out the window he obliterated, the gunman mutters to himself that he swore if he ever saw him… and he did... he went flying right back through the window… just like he imagined…

In a fluid motion too swift to react to, the furred form of the Beast swings from the top of the window, through the hole, and kicks the gunman off of his feet. Simultaneously, one wall of the ballroom is pulverized by Cyclops’ optic blast, which bowls over two more gunmen. While another gunman has just begun to react to the attack, he becomes the target of Wolverine, who falls from the hole he has just made through the ceiling. Nearby, while he continues to press the attack, Cyclops is joined by Emma Frost in her diamond form, which helps he easily dispatch a gunman with a blow to his neck. Elsewhere, Beast and Shadowcat continue the fight, using their training and strength in hand-to-hand combat.

Now alone, all of his soldiers defeated, the mutant leader once again emits a hmm. Addressing the group simply as X-Men, he tells them that they do not disappoint. Told by Cyclops that it doesn’t have to go any further, the mutant retorts that he wasn’t aware that it had begun. Whatever it is he wants from these people… Cyclops begins. His words are cut shot by Wolverine, who stares down their foe, sizing his intentions up as much as his threat. He already has it, Wolverine surmises. This was a test.

Not a difficult one, it’s true, the mutant replies. But they still performed admirably. Now turning to Emma, the mutant instructs her to not mess with his mind. She could not hope to decipher his thinkings. Now displaying his weapon, a circular piece with spiraling blades, he adds that her thinkings are acutely transparent.

Having no need for further warnings, the X-Men strike. As Wolverine launches himself at the mutant, Cyclops fires a scarlet optic blast. Ready for this move, the mutant raises his arm, deftly deflecting the blow with his gauntlet and redirecting it to impact on Shadowcat. Half a moment later, Wolverine’s leap has taken him into the mutant’s arm’s reach, which he uses to knock him back with blow to the chin. The Beast manages to jump on the mutant’s back but is unable to stop, as he uses his circular weapon to slash Wolverine across the abdomen, causing him to fall and curl up in pain in a fetal position.

One foe now dispatched, the green-skinned mutant launches himself backwards toward Cyclops, causing the Beast, still on his back, to cushion his impact against the X-Men’s leader. A right cross from Emma Frost does little to slow the mutant’s rampage, as he simply reaches out and grabs Emma by her throat. Taking a moment to notice her diamond form, he lifts her above his head and tells her that he is Ord, of the Breakworld. They stuff their pillows with diamonds. This said, he throws her toward the floor, which breaks beneath the impact, causing Emma to fall to the level below.

The X-Men defeated, at least for the moment, Ord takes a moment to gloat. Gazing upon the still-downed Wolverine, who is clutching his open wound, Ord states that he was wrong. He is disappointed. The mighty X-Men, and not one of them strong enough to… Noticing something out of the corner of his eye, Ord turns to see a small, light purple dragon, which immediately breathes fire into his face. Reeling from the attack, his entire head now aflame, Ord begins to stutter No! I can’t… I… Without anything further to say, Ord launches himself out of the window, ever and ever higher into the night sky.

Her arms open in joyous reunion, Kitty calls out to Lockheed, telling him that he found her. To this, she adds that he is the best dragon, ever. Still unable to stand, Wolverine opines that they should make him team leader. Nearby, staring out of the window and searching for their former foe, Cyclops notes that it looks like their friend’s gone. Scanning the skies with his friend, the Beast adds that he did so without so much as a “this isn’t over.” There’s simply no etiquette nowadays, he then adds. Turning back to the team inside, Cyclops notes that there were zero casualties, which is good. But any way they slice it, they just got trashed. So now, they have to do the hard part.

Addressing the gathered reporters outside, Cyclops announces that they came because people were in trouble. They X-Men have always felt it is their duty to help not just their own community but…

Cyclops words begin to trail, as he and the team are barraged by dozens of questions. Who flew away? Was that Storm? Answering this, Kitty mutters a “oh, please” and then asks if it looked like Storm. Nearby, Emma Frost calls out to one of the departing guests, calling to him by name; Mister Langford…. Seeing that the whole situation is degenerating into chaos, the Beast begins to playfully sing You can seeee by our outfits… that we’re all he-eeroes…

Answering another of the questions, Cyclops states that they don’t yet know who attacked… Ignoring the rest of the answer, another reporter states that they heard shooting. Did they start the shooting? Growing irate at stupid questions, Kitty asks in return why don’t they ask the people they saved what happened. When asked what she is called, Kitty replies that, mostly, Shadowcat is what she used to… Another reporter, noticing Lockheed perched on her shoulder, asks he if she has a license for that bat. Before she can answer, another reporter asks what is her relationship with the bat. To this, Kitty retorts that she doesn’t even know what that means.

Nearby, Emma Frost has continued her discussion with Mister Langford. She points out to him her family’s extremely generous support for generations and the very year it becomes public knowledge that she is a mutant she is for the first time off the guest list. Now leaning closely so that he will understand her meaning, she asks him to tell her, her dear Walter, if he would like to spend the rest of his life obsessed with the works of Leroy Neiman. Sexually, she means.

Speaking to the Beast, Wolverine states being hated and feared by a world that doesn’t understand them beats this circus any day. To this, the Beast playfully remarks that he’s always so grouchy when he gets cut in half. The two’s conversation is cut short when a reporter addresses the Beast specifically, asking him if he has any comment on this so-called “mutant cure.” Turning to the reporter in confusion, the Beast apologizes… cure?

As the student from the Institute react in different manners to the news they see on the television, Kitty sums up the situation, telling the group that the kids are freaking out. They’re terrified, confused… some of them are ecstatic. They don’t know how to deal with this. Standing nearby and rubbing the bridge of her nose in pain, Emma notes that they are also giving her a sodding migraine. The psychic tension, she says, is unbearable. Giving his own opinion, Cyclops surmises that they first have to find out if this is some kind of hoax, find out who this woman…

Interrupting Scott, Hank simply states the name of Dr. Kavita Rao. She’s one of the greatest geneticists alive and not prone to pranks. He doesn’t know this corporation, “Benetech,” but if Dr. Rao says she can reverse mutation, he concludes, there’s a very good chance that she can.

Speaking her own mind, with as cold a demeanor as possible, Emma states plainly that she guesses she’ll have to kill her. When Kitty immediately mocks her, stating that, “there’s a thoughtful plan,” Logan chimes in, stating that he says “Amen” to it. Seeing Kitty shoot him a look, Logan continues, his claws popped in punctuation. Woman called me a disease, he explains. You know how that feels to me? I can’t even sheathe. My claws won’t go back. When reminded by Kitty that Rao said that the mutant strain was a disease, he asks her if she knows the difference.

Chiming in, Emma asks Kitty if she thinks the government will. If this mutant “cure” does exist, then they will get hold of it. And they will line them up… doesn’t she see where this is heading? Undeterred, Kitty says that she does. Murder. The Professor would be so proud. As usual, Emma spits back at Kitty, her naiveté is neither cute nor useful. Speaking differently, she asks Kitty to suppose it’s not the government that gets it; suppose it’s some anti-mutant extremist. Or their new buddy from another world, Wolverine adds.

Speaking back up, Cyclops repeats the name of their latest foe. Ord. They need to know about this guy. He drew them all out for a reason. Yeah, concurs Logan. Right before the nice doctor lady went public. Are they thinkin’ that’s a coincidence? Trying to answer but unable to do so, Cyclops replies that he doesn’t know… he doesn’t know what to… Looking away, he finally states that the Professor would have been ready for this.

Defending her teammate, Kitty retorts that no one could have been ready for… Kitty’s defense is interrupted by Emma’s, who tells Scott that he’s tired… and tomorrow’s likely to be unpleasant. After asking him why he doesn’t get some rest, Emma speaks to the rest of the “fine men” there that they should try to relax. That means claws in, she tells Logan. Tomorrow they’ll have to talk to the press. God help them. Kitty and she will figure out how to keep the students together tonight.

As Scott tries to protest, Hank suggests that maybe he and Logan could fight on the lawn again. The kids love that. Uninterested, Logan walks away, replying that he ain’t up for anything that doesn’t have the world “beer” in it. To this, Hank suggests that they could fight for beers… Even as the three men leave, Logan remarks that that doesn’t sound too bad.

As Kitty begins to leave, Emma stops her, wishing to have a private conversation. Telling Kitty she will be brief, Emma says that things are about to get very ugly for them, so she wants to… Cutting Emma off, Kitty retorts asking if there’s a part that’s not ugly. Scott Summers, she continues, has been a leader all his life. She sees him questioning himself, taking order from her… When Emma begins to defend herself, Kitty stops her, pointing out that she talks about murder and he doesn’t say a word. Why doesn’t anybody see…

Having worked up enough to stop Kitty’s tirade, Emma interrupts, asking her if she knows why she’s there. Before Kitty can answer, Emma does so herself: it’s because she asked that she come. She’s in love with Scott Summers, Emma admits, and she’s very grateful to Professor Xavier for his trust. Turning away, Emma states that being an X-Man means a lot to her… but it doesn’t always agree with her. She doesn’t have a family famous for moral fiber. She likes to think she’s evolved… but she wanted someone on the team that she hadn’t really fought alongside. Someone who would be inclined to watch her, if she… Emma’s words trail off, not wanting to actual verbalize her full meaning.

After a moment of contemplation of Emma’s admission, Kitty looks back up at her. With stern, cold eyes, she reminds Emma that the first time she ever met the X-Men, the first day… they were ambushed. And captured. And caged. By her. She learned more about good and evil in that one day than she ever has before or since. She was thirteen. When she thinks about evil, whenever she thinks about the concept of evil, Emma’s is the face she sees. Now walking away, leaving the stoic Emma Frost, Kitty tells her that she doesn’t have to “watch her.” She can smell her. Even after Kitty has left the room, phased through the wall, Emma Frost remains, standing alone in the darkness.

The fences and guards protecting the Benetech Laboratories are formidable, but prove useless to the Beast, who uses his cat-like abilities to leap over towering fences and unsuspecting guards, who would never think to look up. Using his claws, the Beast deftly climbs the sheer wall of the building until he reaches the chosen window. Using a device, which cuts a perfect, circular hole in a window, the Beast quickly gains entry and, using his innate agility, easily bypasses the security lasers, which would normally detect any type of movement. An electronic security lock is likewise easily circumvented, opening the door to the lab itself. Silently, the Beast hugs the ceiling, crawling deeper into the complex… until the lights are turned on by Dr. Kavita Rao, who is standing below him.

Saying hello, by calling her name, the Beast is likewise greeted by Kavita, addressing him as Doctor McCoy. Dropping to the floor, Hank tells her that it’s been a long time. Berlin, wasn’t it? The cloning seminar… Cutting through the niceties, Rao informs Hank that there are armed guards waiting outside the door, and enough gas to put Galactus to sleep. Did he really think he could break in there? Speaking as forthrightly as she, Hank asks Rao if she thought he wouldn’t try.

Getting to the subject at hand, Hank tells Rao that she’s thrown a bomb in the room. People will die because of what she’s done today. And innocent people, she counters, will live decent, normal lives. Yes, Hank says, he saw her trundling out her poster child. Nice piece of publicity Tildie’s buying her. Well played.

Spitting back her response, Doctor Rao tells Hank that she’s not playing. There are people whose lives have been destroyed by unwanted mutation and she will give her life to help them. Whatever he and his X-Men plan to do she won’t… Asking the doctor to stop, Hank becomes more somber. He’s not there to discuss the ethics of her “mutant cure,” he tells her, his eyes downcast. He just wants to know if it works.

Characters Involved: 

Beast, Cyclops, Emma Frost, Shadowcat, Wolverine (all X-Men)


Unnamed Xavier Institute students

Dr. Kavita Rao

Tildie Soames

Press conference attendees

Ord, of Breakworld


Walter Langford



Security guards & employees of Benetech

(television replay)

Tildie Soames

Tildie Soames’ mother & father

Two officers

Story Notes: 

Leroy Neiman is a contemporary artist, best known for his use of brilliantly colored images of sporting events and famous people.

Kitty first met the X-Men and helped them to escape the Hellfire Club in Uncanny X-Men #129-131.

Emma Frost was discovered by the X-Men in the ruins of the Genosha in New X-Men #116. She subsequently joined the X-Men soon thereafter.

Issue Information: 
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