Astonishing X-Men (3rd series) #3

Issue Date: 
September 2004
Story Title: 
untitled (Gifted - part 3)

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

Brief Description: 

The fallout of Benetech’s press release over their purported “mutant cure” continues, as hundreds of mutants apply for the treatment. Even at the Xavier Institute, students are leaving and even mocking their teachers, when they suggest that there will be a choice in its application. The conflict makes it to the X-Men themselves, after Emma telepathically learns that the Beast is researching the validity of the serum so that he can use it on himself. Learning this, Wolverine orders the Beast to trash their sample, given to McCoy by its inventor, Dr. Kavita Rao, and leading to a fight. The skirmish is ended by Emma’s telepathy, leading to a meeting in the Danger Room, where Cyclops decides that they will continue with the research, so that they know what they are up against. Cyclops also reports that his meeting with Nick Fury regarding the S.H.I.E.L.D. weapons obtained from Ord of Breakworld’s mercs did not go well. Either Fury has become a mutant-hater in the wake of the recent attack on Manhattan, or he is hiding something, which seems to be true. Later, after further research, the Beast comes to a horrible discovery, as he realizes that the body Benetech has been running their tests on is someone with whom they were once acquainted. Guessing at who this might be, Cyclops infers that it is Jean.

Full Summary: 

It is a bright, clear day at the Xavier Institute, perfect for sitting on a bench on the school grounds. Having chosen this medium as the place for a conversation, a youth sits on one side, staring off into space, while telling his teacher, Kitty Pryde, who sits on the other end, about his problem.

First time he landed, the youth tells her, he broke both his legs. He just kinda assumed if he was flying, he was invulnerable too. Which is, he stutters in admission as he turns to Kitty, not actually that bright. Continuing, he recalls that he was freaked out for a while by the whole concept. It was just unnatural. But when he got good at it, flying he means, he felt like… God.

Returning his gaze forward, the youth notes that, when you’re flying, in a very literal sense, the world goes away. It makes everything else… smaller. And sort of okay, too. It’s the most important feeling. He can’t lose that.

Finally chiming in, Kitty replies that that’s not going to happen. When he questions that it will not, Kitty, addressing the youth as Wing, replies that just because someone goes on TV and says they have a “cure for mutation” that doesn’t mean that it’s even true. And if it is… nobody’s going to force it on him. Mutants, she continues, are a community. They’re a people and there’s no way anybody can make them be what they want. They stick together and don’t panic or overreact… he’ll see. They’re stronger than that.

Narrowing his eyes, in slight confusion at her statement, Wing bluntly asks Miss Pryde if she is a #&$%ing retard.

While footage of the scene outside of Benetech Laboratories, where hundreds of mutants are waiting in line, is flashed across the screen, the news anchor states that over sixteen hundred alleged mutants are lined up outside, demanding the “cure,” and that a Benetech spokesman says it will be weeks before they can even begin a federal approval process for the serum.

Walking into the kitchen where this is being watched by Logan and Emma, Kitty, still smarting from her conversation with Wing, asks how much detention are they allowed to give. What’s the maximum amount of detention the human body can withstand? Asked by the sarcastic Emma if counseling is going well, Kitty dryly replies great. Pouring herself a cup of coffee, Emma then asks that she be allowed to guess. “The mutants are a community” line didn’t quite fly.

Turning to Kitty, Emma continues, stating that mutants aren’t a community. They’re pathetic sheep, begging to be shorn. Three students, she states, went missing from her ethics class. Seventeen overall. Logan had to break up two fistfights and a mystical swordfight. And that dreadful crab-boy is at Benetech, telling reporters that this is every mutant’s only chance to avoid burning in everlasting Hellfire. This is eating them, inside out, she concludes. Taking all of this in, Kitty swears to herself in realization and asks Emma if she really teaches ethics.

Narrowing her eyes, Emma snipes back, suggesting mockingly that they should make jokes. Unflinchingly, Kitty rejoins that she’s not joking. She has a very large problem with that concept. When Emma then counters with the fact that their students are fleeing the school, calling Kitty a half-wit, Kitty suggests that maybe it’s time for another peppy “they will always hate us” speech. She’s sure that helped. Forced to listen to this as he tries to continue watching the news, Logan gripes to himself that he thought he was the one with claws.

Entering the room, as he rubs his eyes, the Beast asks, pleadingly, for the group just to tell him that there’s coffee. Watching McCoy approach the coffee pot, Emma asks him if he’s been up all night. Speaking uncharacteristically in incomplete sentences, McCoy replies Lab. Checking out a sample of Dr. Rao’s mutant cure serum. Pouring Hank a cup, Kitty asks in realization how did he… She gave it to him, McCoy states simply, interrupting her.

After taking a sip from his mug, McCoy analyzes the taste. Peruvian Blonde, first beans of the season, Emma. Her tastes never fails to impress. Rather than respond to his compliment, Emma stares at Hank, nearly transfixed in her gaze. As he turns to leave, he states that he went to see Kavita and she agreed he should verify her results and gave him a sample. He’ll be a day at most. Having no more to say, McCoy exits the kitchen into a darkened hallway, leaving behind startled teammates. Their teammate now departed, the trio remains in silence, taking in this information.

Are you insane, Ord demands with a snarl. Standing in defiant calm to the towering figure of Ord of the Breakworld, Dr. Kavita Rao replies that the casual observer would perhaps not look to her as the unbalanced one. When Ord retorts that she gave the X-Men the serum, Rao replies that she gave an old colleague a sample. They were bound to get hold of it sooner or later, anyhow, she points out.

Watching Rao return to her lab, Ord reminds her that she knows what the X-Men are to him. Besides an excuse to go around, behaving like a super-villain? she rejoins. She saw his “diversion” on the news. Mercenaries. Hired thugs in a room full of innocent people. It’s inexcusable. Following her and calling her Earthspawn, Ord tells Rao that she should show respect. Without his technologies, she would have no cure. The technologies are of his people, Rao fires back. His own contributions have been a great deal more ambiguous. His “contributions” is yet to come, he states.

In the meantime, he continues, the mutants will pay for what they did to his face. The dragon did it to his face, Rao reminds Ord. The dragon isn’t a mutant. He’s an alien, like him. He should try to keep it straight. His anger, she tells him, is a liability. He should keep it in check. Placing his hand in Rao’s shoulder menacingly, Ord tells her that, one day, she will see his anger. Now walking away, Ord adds that she is a pawn, in a grand scheme. She could not comprehend its scope. Replying that she won’t try, then, Rao tells Ord to play his games. She has more important concerns. Now left alone, Rao gazes through the one-way mirror and into the room of Tildie Soames.

Stating plainly, Nick Fury announces that someone is gonna die. How does he know this? ‘Cause he is gonna kill them. Taking this statement to mean that he recognizes the weapon that he just handed him, Cyclops rhetorically asks Fury if it is one of his. The casings been modified, Fury replies, but the package is definitely S.H.I.E.L.D. design. Experimental. Very new. Placing the rifle back onto a table, Fury adds that if one of those clowns had gotten a round off near a civilian once it went hot… Interrupting the thought, Cyclops states that they made sure they didn’t.

Changing the subject to the larger issue, Cyclops asks Fury what a bunch of second-rate mercs were doing with S.H.I.E.L.D. weaponry that isn’t even in the field yet. Sitting down next to the table, Fury replies that, if he knew that, he’d be killing somebody already.

Well, then, Cyclops states, what are a bunch of second-rate mercs doing with a psychotic alien warrior? “Ord of the Breakworld.” Ring any bells? Glancing back up to Cyclops, Fury asks if he’s sure this guy’s an E.T. When the X-Man replies that, right now, he doesn’t know much, Fury adds that he could be anything. Could even be a mutant. Leaning forward over the table, Cyclops asks Fury if he’s missing anything. Leaning forward himself, Fury rejoins that he just doesn’t have a lot of go on, is all.

Shifting the conversation a little, Cyclops asks Fury if he knows about this “cure” thing. “Mutants are a disease?” The monster shows up right when all that comes out, running a crew carrying Fury’s ordnance, and the best he can do is accuse him of being one of them? Squinting his one good eye and calling the X-Man a boy, Fury orders Cyclops to not get in his face. It’s a right he hasn’t earned.

After Cyclops complies, straightening up, though crossing his arms in displeasure, Fury informs the X-Man that he let him up there cause Xavier’s got some cred with the powers and he says he’s in charge. He’ll run this name down, this Ord, and he’ll share whatever he finds. But, Fury adds, rising to his feet, if Ord’s got some beef with his X-teams, that problem’s not his. And if he thinks anybody there is losing sleep over whether or not mutants might all suddenly lose their powers… then he hasn’t been to Manhattan lately.

Pointing his finger back to Fury, Cyclops retorts that the X-Men saved Manhattan. After their boy, Magneto, turned it into a pretzel, Fury replies. Repeating “our boy,” Cyclops asks what makes Magneto their boy. In response, Fury reminds Cyclops that he taught at their damn school… Years ago, Cyclops interrupts. And just recently? Fury asks. He was in disguise, the X-Man states. What makes him think they would knowingly harbor a dangerous criminal? To this, Fury asks the flummoxed Cyclops how Miss Frost is.

Pressing his point, Fury tells Cyclops that they’re watching. Very close. That’s their job. Any further threat from their camp, they’re gonna know about it ahead of time. Scowling at the statement, Cyclops asks Fury if they were watching when Genosha was destroyed. ‘Cause he doesn’t remember S.H.I.E.L.D. stepping in to stop the Sentinels from committing genocide. When Fury retorts that that ain’t American soil, Cyclops rejoins that the administration must love him. Even for a guy with one eye, Cyclops tells Fury, his vision’s incredibly narrow.

Taking a moment to consider this, Fury finally informs Cyclops that, if he hears about this “Ord,” he’ll give him a call. To this, he adds that Cyclops knows the way out. A short time later, Cyclops pilots the X-Men’s Blackbird jet off of the S.H.I.E.L.D. helicarrier. Watching the X-Man’s craft fly off, Fury is approached by a woman, who asks him what he thinks Cyclops knows.

Staring through the microscope, McCoy announces that it’s not conclusive. But the sample looks good, Logan asks. So far it holds up, McCoy answers. Hearing what he needs, Logan suddenly orders McCoy to get rid of it. Get rid of it now, or he’ll go through him to do it. His mind racing at Wolverine’s words and their meaning, McCoy looks at Logan with astonishment, stating Emma. She had no right to….

Defending her, Logan tells Hank that she said she couldn’t help it. She said he was like a billboard. Like neon. Big neon sign, flashing: “I wanna get off. I wanna get out.” Is that how it goes, Logan asks him. He’s had enough? He wants to see how the other half lives their half-lives? The truth, McCoy finally says in response, is that he doesn’t know what he wants. And that it is none of his damn business. Wrong answer, Logan replies, narrowing his eyes.

Nothing further to be said, Logan leaps upon the Beast, who deftly positions himself on his back, allowing him to use his powerful legs to deflect Logan, and propel him violently against the ceiling. Landing upon a counter, Logan jokingly calls McCoy a beast.

Once more upon his feet, McCoy tells Logan to not push this. Hearing his response that he isn’t going to let him…, McCoy interrupts, spitting out that he doesn’t know what he is. Staring down at his hands, McCoy states that he used to have fingers. He used to have a mouth one could kiss. He would walk down the street and… Trailing off for a moment, McCoy finally continues, stating that maybe this is the secondary stage of his mutation, or maybe Cassandra Nova was right – maybe he’s devolving. His mind is still sharp, but his instincts, his emotions…

Now speaking directly to Logan, McCoy tells him that he knows what it’s like to be out of control. What is he supposed to do? Wait until he’s lying in front of the students, playing with a ball of string? He is a human being. Wrong, Logan retorts. He’s an X-Man.

Now speaking from his own heart, Logan tells McCoy that, if some weak sister in this freshman dorm wants to drop his powers, he could care less. But an X-Man… one of them caves and it’s over. It’s an endorsement stamp for every single mutant to be lined up and neutered. And he knows that. He knows that! So, he continues, either flush that junk down the John right now… or he’s gona turn him into a throw-rug. Punctuating his point, Logan unsheathes his claws with an audible snikt. Hearing this, McCoy bares his own claws. Calling Logan a little man, the Beast leaps into the air, telling enough!

As McCoy takes to the air, so does Logan. The two meet in mid-leap, clawing at each other, even as they impact and fall to the ground. The Beast positions himself so that his prodigious weight is atop Logan, causing Logan’s body to absorb the impact on the floor. Hardly stunned, Logan kicks McCoy off of him, causing him to go flying though through the lab’s wall and into the hallway outside. As most of the children walking by scatter to avoid the fight, one student asks another if he has this correct: the teachers spend all their time there trying to kill each other? Not receiving a negative response, the youth promptly announces that the place is so cool.

Nearby, even as the Beast’s feral teeth near Logan’s neck and Logan’s adamantium claws begin to pierce the Beast’s face, the fight is halted by a chilling voice, which orders them to break. Promptly, the two X-Men comply, rising to their feet. When the voice orders them to bow, they obey, as if they were simply sparring. Seeing that the two are now fully compliant, the voice, generated elsewhere in the mansion by Emma Frost, instructs them to now get into the Danger Room before she makes them bloody tango.

Taking in their surroundings, an extremely pink, little girl’s room, which is enormous in size, as if the X-Men have shrunk, Logan tells Emma and the rest of the X-Men that this is really pushing it. Standing resolutely, Emma replies that she didn’t program it, but she happened to find it perfectly appropriate. She is clearly the only adult on this team. Hearing this, Kitty, standing next to Cyclops, reminds everyone that Emma’s a teacher. Ethics and all.

Finally speaking up, Cyclops addresses McCoy, asking him if he thinks his sample of the serum’s still viable. Hearing that he thinks so, Cyclops states that, when they’re done, he’s to finish his analysis. They should not be tearing each other apart over a fake. Hearing Logan then ask what happens if it works, Cyclops replies that he’s trusting him not to do anything till he’s spoken to him. Now speaking to McCoy, Cyclops announces that he has to say that he’s with Logan on this - but it’s his life. He’s just asking that they talk. Is that fair?

Changing the subject, rather than answering, McCoy asks Cyclops what Fury said. Taking the new direction of the conversation in stride, Cyclops replies that they’re on their own. Either Nick Fury has joined the ranks of the mutant-hating masses since the attack on Manhattan… or he’s hiding an agenda. Either way, they shouldn’t expect any real help from the government. Lounging in the lab of a giant, purple Teddy bear, Logan remarks that there’s a big change.

Ignoring Logan, Kitty asks Cyclops what about the Professor. Does he think he knows what’s happening? Sitting nearby on a giant doll’s chair, Emma replies that the Professor isn’t running this team. And they’re not about to go whimpering at the first sign or a crisis. Turning to Cyclops for verification with an inquisitive Scott, Emma receives a belated yes, that he agrees.

Now turning his attention back to Kitty, Scott orders her, as their computer whiz, to start running down Benetech. He wants to know exactly who’s funding this research. Hank’s in the lab. Emma’s to check the students – and he’s going to contact some of the other teams, see how far this is reaching. Still sitting in the Teddy bear’s lap, Logan asks what about him. Subsequently ordered to have a beer and stay away from Hank, Logan promptly replies that it’s a plan.

As the two follow Hank out of the Danger Room, Kitty asks Logan if he’s going to fight everyone. She just wants to know if she’s next. Nah, he replies. She’d go ninja on him – he can’t take that kind of hurt. Watching their teammates depart, Cyclops tells Emma that they’re getting nowhere. Patience, she replies, calling him darling. He’s doing fine. Of course, she continues, Kitty thinks she’s mentally controlling everything he says. Taking a moment to consider this, Scott turns to Emma and asks that she’s not, right? A scowl emerging on her face, Emma replies through puckered lips that he will never see her naked again.


As the full moon shines down upon the Xavier Institute in the middle of the night, the Beast continues to study the data displayed on his computer screen. Seeing something in particular that catches his eye, McCoy states to himself that it is odd. A few keystrokes later and the computer displays Cross-reference DNA sample, archive 002. Understanding what this means, McCoy leaps from his chair, his eyes still fixated on the data before him. Oh, no, he states aloud. Kavita, no. You monster… you ghoul…

Standing before Cyclops and Emma in their room, McCoy tells them that they have to go to Benetech. Now. Tonight. Trying to understand the urgency, Cyclops asks the Beast if this is about the cure. It’s what… dangerous? Replying that it’s not about that, McCoy explains that it’s about the body they’re running their tests on. Unable to finish his explanation, McCoy turns his head, looking down. Why does nothing ever stay buried? he asks. Filling in the information gap with his own worst fear, Scott quietly mutters a single name: Jean?

Characters Involved: 

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


Unnamed Xavier Institute students

Dr. Kavita Rao

Tildie Soames

Benetech security

Hundreds of mutants at Benetech

Ord, of Breakworld

Col. Nick Fury

Fury’s unnamed associates

Story Notes: 

Emma gave her “They will always hate us” speech to the student body in Astonishing X-Men (3rd series) #1.

In the docking bay/motor pool on the S.H.I.E.L.D. helicarrier, there are several tanks, which seem to be similar in nature to Cobra H.I.S.S. tanks.

Manhattan was attacked, demolished and taken over by Magneto in New X-Men #147-150.

For a while, a temporarily reformed Magneto taught at the Xavier School for Gifted Youngsters and was even its headmaster. [Uncanny X-Men #200-253 & New Mutants (1st series) #35-75] He, or possibly an imposter, rejoined the X-Men under the guise of Xorn and became a teacher, secretly trying to recruit a new Brotherhood. [New X-Men Annual 2001, New X-Men #135-146]

Emma Frost became a teacher at the Institute after New X-Men #116.

The entire island of Genosha, along with its population, was destroyed by Cassandra Nova’s Mega-Sentinel in New X-Men #115-116.

While it is not implicitly stated, it seems clear that Logan learned of the Beast’s intentions of using the virus when Emma used her telepathy to read his mind in the kitchen.

Hank McCoy’s secondary mutation occurred off-panel, just prior to New X-Men #114. Cassandra Nova suggested that he was devolving in New X-Men #117.

Professor Xavier is currently on sabbatical, attempting to rebuild the destroyed island nation of Genosha. [Currently in Excalibur (2nd series)]

Kitty asked Logan if he intends to fight everyone, since he already fought Cyclops when he recently returned to the school. [Astonishing X-Men (3rd series) #1]

Logan remarks that Kitty would go “all ninja” on him, as he knows that he once studied under the ninja master, Ogun, who trained Logan. [Kitty Pryde & Wolverine miniseries]

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