Astonishing X-Men (3rd series) #38

Issue Date: 
July 2011
Story Title: 
Meanwhile part 1

Christos Gage (writer), Juan Babillo (pencils), Marcelo Sosa (inks), Chris Sotomayer (colors), VC’s Joe Caramagna (letters), Salvador Larocca and Frank D’Armata (cover art), Daniel Ketchum (associate editor), Nick Lower (editor), Axel Alonso (editor in chief), Joe Quesada (chief creative officer), Dan Buckley (publisher), Alan Fine (executive producer)

Brief Description: 

Pandora’s Box, a sister ship to the Peak, is overrun by the Brood and Abigail Brand is taken captive. She had led a rescue mission there after the captive Brood Queen escaped captivity but was captured herself and infected by the Brood. Hank, not knowing her status, leads his own rescue mission, enlisting his old friends in the X-Men and Lockheed from the Peak, who has an emotional reunion with Kitty. The team heads to Pandora’s Box and they enter the craft. They encounter no resistance, but, as they move through the ship, they find many dead bodies. They finally discover Abigail and some of the crew alive but are informed that they have been infected. Hank knows that their scientists have developed the means to separate the Brood larva from their host body, but the machinery that is necessary for this process is outside in another part of the ship. The team goes in search of it and soon finds it. Unfortunately, this is an ambush and they are attacked by the Brood. They manage to get the equipment to safety and make their way to their own ship. Once inside, Hank asks Abigail to ask the Peak to blast Pandora’s Box as soon as they are clear. Abigail removes her shades revealing the change is already taking place. “I’m sorry,” she sighs, “But I can’t let that happen.”

Full Summary: 

(Pandora’s Box)

A fire fight is taking place between Abigail Brand and her S.W.O.R.D. agents and the invading Brood, who sweep through the orbital space station. Abigail wants more firepower and orders her men to retreat. She can see they’re losing this battle and dropping like flies. She asks Nelson to ready their ship for takeoff. He calls back to her saying he’ll cover her, but she asks him not to be an idiot. They can’t give the Brood a way out of there. They must cast off now! “That’s an order!”

A couple more agents are grabbed by the Brood using their long prehensile tentacles and Brand herself is pinned against a column, unable to move. Through gritted teeth, she orders Nelson to get out of there. He pauses a brief moment before realizing the inevitable. Pandora’s Box is lost. He seals off the hatch and engages liftoff. The escape craft detaches itself from Pandora’s Box and floats into space.

(Utopia, home of the X-Men, Earth)

Beast arrives at Utopia. Kitty Pryde, wearing her protective suit, tells him he has a lot of nerve. She’s going to slap him for just showing up like this. She approaches him and they hug.

She asks what if they’d been away? For a genius he’s remarkably stupid. “I’ve missed you too, Kitty,” he replies. She asks him if he’s okay. She knows things are weird between him and Scott, but he’s over in Japan. Hank says he knows. Under the circumstances he almost wishes he wasn’t. He’d be a big help against… the Brood. Kitty pretends she didn’t hear that, but Ororo points out to Hank that he is an agent of S.W.O.R.D. Surely the intergalactic police have procedures for dealing with parasitic races. Hank says they do. They’re based on the premise that if you’re infected, you’re expendable. Ororo says that this isn’t just about a Brood Queen and her ilk, then. Judging from his worry, she fears this involves Agent Brand.

Hank replies that she goes running headlong into these situations just to make him crazy. Colossus says that she does her duty without hesitation or fear. It’s one of the many reasons Hank loves her. “And we love you, Henry, “ adds Ororo. “We will do all we can to help.” Kitty says that includes herself and her broodling. She asks what happened.

Hank explains that S.W.O.R.D. conducts a great deal of scientific research relating to extraterrestrials. Some of it occurs on their primary headquarters, the Peak. But, being a Ridley Scott fan, Abigail had the sense to commission a separate space station for more hazardous experiments. They call it Pandora’s Box, where hope is sought among the universe’s horrors.

One example is that the staff there have been developing a method to remove a Brood larva from its host body without killing the host. He doesn’t have to tell them it isn’t easy, as the larvae bond with the host’s nervous system, but they actually succeeded. Unfortunately, that’s the end of the good news. Soon after the breakthrough, the Brood creatures they’d been studying achieved their own breakthrough. The Brood Queen broke loose and freed her warriors. They overran the facility. Pandora’s Box isn’t equipped with escape craft due to risks just like this. The moment their distress signal reached the peak, Brand led a rescue mission there, only for one man to return.

Hank adds that he left Abigail for dead, but he knows how tough she is. She’s tougher than a normal human. There are places on the craft she could hide in; safe rooms. If he didn’t think there was a strong possibility that she is alive, and others too, he wouldn’t be there. However, not everyone agrees with him. The Peak has its weapons aimed at Pandora’s Box in order to atomize it. He, though, convinced them that what’s in those scientist’s heads, not to mention Brand’s, is too valuable to give up without a fight. They decided to give him a chance.

He could enlist his Avengers team but there are too many politics involved there, not to mention they are supposed to be a covert organization. And, given the risks, he’d prefer people who have experience with the Brood. He knows he hasn’t got the right to ask, especially given what they’ve been through in the past…

Colossus interjects, telling him he has every right. All the more because they have been in Agent Brand’s place. And, adds Ororo, because they’re his friends. “Now stop with the puppy dog eyes,” adds Kitty, “And let’s go save your girlfriend already.”

(sometime later)

The X-Men’s craft approaches the Peak and Hank asks Kitty if she’s all right. He doesn’t want to make her uncomfortable but Lockheed has more experience fighting the Brood than anyone. He survived alone on their home planet for years, hunting them. They’re terrified of him. He just assumed she’d been in touch, as they haven’t really spoken at all since she returned to Earth. Kitty replies that, at first, she couldn’t communicate with anyone and, then, the way they left things made it awkward. She understands why Lockheed became a double agent for S.W.O.R.D. They helped his people and what they do is important. However, he was like her pet… her best friend. She felt betrayed that he kept all that from her. Then, she got trapped in a giant bullet and shot into space and, “bleah.” She guesses it’s time to put on her big girl pants and do this.

The X-Men board the Peak and they find Lockheed in the kitchen, clutching a bottle of booze. He seems surprised to see her. She tells him he’s looking well. He replies that she’s lost weight and she answers by pointing out that she hasn’t eaten in months. She starts to explain why she hasn’t been in touch but he tells her, in his own language, that she doesn’t have to explain. She’s been busy with important things. She asks him to wait a minute. She’s trapped in an intangible state. She’s been stuck in a tube, not out clubbing. What about him, anyway? They don’t have e-mail on the world’s most advanced space station? Lockheed replies that he’s not the one who got all huffy about him having a life that didn’t revolve around her. She says that’s not fair, and he knows it.

Kitty then turns back to Lockheed and asks if that’s whiskey he has. Is he drinking now? “Oh, here we go,” he quips. He reminds her that he is a hundred and seventy years old. He can drink if he wants to. “A bottle?” she replies. “That bottle’s almost empty!” He suggests that maybe it was that way when he got it. She snaps back, asking if that’s why he smells like Wolverine’s sideburns on Sunday morning. Lockheed asks what he’s supposed to do when his best friend won’t talk to him. She barks back, asking why she thinks he would want to talk to her when he’s up there with the people he walked away from her for.

Lockheed pushes his face up against the glass on her helmet and looks into her eyes. She gushes and he wraps his body around hers. He tells Kitty he missed her. She replies that she missed him too. “Ahem,” coughs Hank. “Much as I hate to intrude…” Kitty asks him not to apologize. She and Lockheed met fighting the Brood. This is like a trip down memory lane. She asks Lockheed to go get them some guns. Some big guns.


On board the shuttlecraft approaching Pandora’s Box, the X-Men prepare themselves for a fight with some really big guns. Hank pilots the shuttle towards the docking station, unable to get a response to his hailing frequency. This suggests the facility remains under hostile control. They must be ready for an attack from the moment the hatch opens. MO<

Ororo asks if he realizes that by bringing a ship to Pandora’s Box, they could be giving them precisely what they want. Hank understands perfectly, but explains that this is why the ship will self-destruct if it scans any Brood or Brood-infected life-forms on board. He asks if everyone’s ready. He’s opening the hatch… Now!

The X-Men charge in, weapons at the ready, only to be faced with… nothing. Piotr admits he expected something. Ororo reckons if she were in the Brood’s place she would lure them aboard and spring an ambush. Hank says he can smell Abigail. Her scent is strong and tinged with fear. Ororo asks if he smells anything else. “The Brood,” he replies. Lockheed lets out a derisory sniff. “And death,” Hank adds. The X-Men enter a room where the dead bodies of S.W.O.R.D. agents lie all around. Ororo asks Hank if he can pinpoint the Brood’s location, but he explains that the scent is overpowering. It’s everywhere. Piotr says he’s forgotten how much he loathes the Brood.

They make their way carefully through the ship following Abigail’s trail. Hank points out the sector where they study radioactive materials. The doors there are reinforced and she could have taken refuge inside. Unfortunately, the only person with high enough security clearance to override the door is Abigail herself. Kitty wonders if she could phase through it, but Hank says it could short-circuit and lock in place. She suggests Piotr take care of it, but that might make a lot of noise. “Ahem”, coughs Lockheed. He presses a few buttons and the door opens. “You have security clearance?” asks Hank.

Inside they find Abigail and some of the crew. Hank hugs her. “You’re alive!” Abigail replies that at the moment she’s being crushed to death, and asks what the hell he’s doing there. He says he’s ignoring protocol like she did when she led her rescue mission. Ororo asks if everyone’s there. She replies that everyone’s there who’s not dead. Ororo suggests they move. They have to clear a path to their ship. Abigail pauses and informs them that they shouldn’t have come. There’s a reason they are all alive and that they were able to fight off the Brood and get in there. They didn’t want to kill them as they are too valuable. She puts her hands on Hank’s shoulders and tells him that they are infected. They are all hosts for the Brood. If he doesn’t leave now, soon they will be too.

Hank points out that they’ve developed a process to remove the larva. She can be cured. A S.W.O.R.D. scientist informs him that it’s not that simple. The necessary machinery is highly specialized and uses materials not found on Earth. Yes, he adds, they could build new ones, but not before the Brood larvae completely consumed them. If they leave there without the equipment they’re as good as dead.

Piotr points out that the Brood may have destroyed it, but Abigail thinks not. They need it. The Brood homeworld was destroyed during the Annihilation War. They’re on the brink of extinction and desperately need to reproduce. Using this process, she continues, the Brood could develop incubators, extracting the larva from the host and raising it to maturity… externally. This would allow them to reinfect a host multiple times. They must leave with the equipment or not at all. Fortunately for the X-Men, they aren’t in the same position. They can leave with their guns and she’ll call them if they win. Ororo gives her ‘the look’ and tells her that she is from royalty. For an insult like that she can have her head cut off. “Now… please lead the way.”

Soon, the team comes across a room which is smoking, yet reasonably intact. Both Abigail and Ororo try giving orders, but Ororo realizes that it’s Brand’s jurisdiction and lets her get on with it. Brand, though, reminds her that she’s infected with a baby slime monster. “Good point,” replies Ororo, and then she gives the order for the X-Men to watch the perimeter and for all S.W.O.R.D. personnel to prepare the equipment for travel. The employees get to work quickly and start connecting leads.

Hank asks Ororo, as she’d mentioned earlier, what she would do if she were the Brood. Would she wait for them to go deep into the facility and prepare the tech she needs for travel before attacking? She nervously asks what he smells. “Nothing good,” replies Hank. They look across the room through the smoke and see a plethora of glowing eyes, all intent on mayhem. Hank leads the charge, roaring, “They’re here,” as he bravely goes on the offensive. The rest join in, with Ororo taking to the air, Abigail grabbing what is frankly, a ridiculously big gun, and Lockheed relishing what he does best.

The battle rages hard, but the X-Men are a determined force. As Ororo calls for everyone to look out for the Brood Queen, she appears. Hank wants to get a move on as Brood soldiers threaten one of the scientists. Fortunately, the Russian giant Colossus isn’t averse to smashing their ugly faces in. The Brood Queen makes a move on Storm. She tells her that she has spirit and will make a fine Broodling, but Ororo replies that she believes that all life is sacred, but she would sooner die. She takes to the air once more and warns everyone not to let the Brood reach the perimeter.

Kitty fires her weapon and says they’ll do their best, but points out that Lockheed can’t breathe fire in close quarters; not without hurting friendlies. They can’t hold this position long. One of the scientists informs Agent Brand that they’ve completed the separation process but they can’t move it on their own. Hearing this, Colossus steps in. For him, moving it won’t be a problem. He can solve all their problems. He gives the equipment a big shove and rams it through the nearby wall as a scientist hangs on tight.

Abigail asks Storm to buy her some time. Hank tells Ororo that it was Abigail’s idea of deferring to her leadership and Storm welcomes the order. Now she needn’t fear damaging the machinery. She loathes the taste of canned air, but it reaches hurricane force quite quickly. She creates a strong wind but Colossus has other ideas. He picks up a massive, and probably incredibly heavy, piece of metal and slams it into the hole he just made shoving the machinery through the wall. It does the job, sealing the hole perfectly.

As they head towards their craft, Ororo mentions that they’ll need to change the settings to allow Brood-infected people in. Hank’s already thought of that and changed them, and this allows Abigail and her fellow S.W.O.R.D. agents to enter their ship. Hank jumps into the pilot’s seat and grabs the controls. “Initiating liftoff. Abigail, radio the Peak,” he asks. “Tell them to blast this place to ashes as soon as we’re clear.” Abigail tells Hank, “I’m sorry,” and removes her green shades to gaze upon him with her Brood’s eyes. “But I can’t let that happen.”

Characters Involved: 

Beast, Colossus, Shadowcat, Storm (all X-Men)


Agent Abigail Brand

S.W.O.R.D. agents including Nelson

Broodqueen and Brood warriors

(in flashback)


Scientists and an infected patient

Story Notes: 

Ridley Scott directed Alien (1979), amongst many other movies such as Gladiator, American Gangster and Thelma and Louise.

Beast is currently with Steve Rogers’ Secret Avengers team which includes the Black Widow, War Machine and Ant-Man.

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