Astonishing X-Men (3rd series) #5

Issue Date: 
November 2004
Story Title: 
untitled (Gifted - part 5)

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

Brief Description: 

At the Xavier Institute, the on hand healer, Elixir, is able to repair the injuries Wing received at the hands of Ord of the Breakworld, though Wing quickly comes to a horrific realization: Ord has “cured” him of his mutant powers. Back at Benetech, Cyclops, Beast, Wolverine and Emma are at the mercy of the heavily armed Benetech guards, until the arrival of the startled Dr. Kavita Rao. Her attempts at helping the injured Cyclops give Wolverine time for his healing factor to repair his gunshot wounds. With Wolverine ready enough for action, Cyclops coordinates the X-Men’s counter-attack via Emma’s telepathy and the team quickly turns the tables on the Benetech guards. Their victory, however, seems short-lived, as Ord of the Breakworld returns, more than a match for the wounded and weary X-Men. Surprisingly, help arrives in the form of Colossus, much to the uncontrollable astonishment of the X-Men, as he is phased to the ground level of the Benetech facility from his underground prison by Kitty Pryde. At first, Ord is able to hold his own against Colossus, but the rage-filled blows of the former X-Man make short work of him. Before Colossus can finish the job, however, he and the rest of the X-Men find themselves surrounded by S.H.I.E.L.D. agents, led by Nick Fury, who informs the team that they’re not going to win this day.

Full Summary: 

He lies on his back, face up, staring through the ruby quartz of his visor. Though immobile, trying to reassess his team through their latest crisis, Cyclops calls out to his X-Men, telling them to sound off. On command, the shadowy, surreal forms of the X-Men appear just within Cyclops’ vision. First, Iceman sounds off, followed by Fireman, then Clothing-Man and Ability-to-Hop-Man. Sensing something amiss with this, Cyclops asks them all to wait a minute… aren’t they all the same person?

In response, a flame flickers before the still-immobile X-Man, followed by a sweet voice, calling Cyclops by his true name, Scott. The source of the soothing voice quickly appears within Cyclops’ line of sight, floating majestically, yet fiery, above him. It is the Dark Phoenix, ablaze with her power and fury. Addressing her fallen teammate, the Phoenix proceeds to call him darling, then lamenting what a failure he is.

No, Scott denies. He has this wired. He’s putting in storm windows… Phoenix’s interruption of his statement causes him concern, asking her if they have to do this in front of everyone. Ignoring his protestations, Phoenix lowers herself, floating just above Scott, her face inches from his. In curt words, she tells him to stop faking it… she did. Still unable to move, Cyclops simply looks back, stone-faced with seriousness and pleads with her to just tell him… does she at least like his costume? The costume itself, no longer the simple black, skin-tight outfit, harkens back to an earlier, blue version – though this one possesses a multitude of accessories; flared boots and gloves, belts, bandoliers, various Xs and even a tutu along his waist.

Cyclops reality is returned by the stark impact of Emma’s slap across his face, made harsher by the fact that she is in her diamond form. Yelling at him to stay awake, Emma tells declares aloud that Cyclops is bleeding out and that he needs medical attention. Now! Still pointing his Gatling guns at Emma, Scott and Wolverine – and flanked by his like-wise gun-wielding partner - one of the Benetech guards tells Emma that he guesses he’s glad that he’s not him then.

As her classmate, the New Mutant known as Elixir, looks over the unconscious body of her friend, Wing, Hisako asks if he is going to die. Still in the process of using his healing power, Elixir replies that the breaks are bad, but he’s working on it. Her armor, he tells her, is not exactly fluffy. When these words cause her pause, making her lament that it was all too fast, Elixir changes tone, informing her that, if she hadn’t caught him, he’d’ve been a fruit smoothie, falling from that height. She did great. Her eyes staring off into space, Hisako replies that she doesn’t feel great.

Nearby, in the same room, one of the Stepford Cuckoos reports that Miss Frost has broken contact. Something is happening where she is. Something about Mister Summers, a second voices. She’s horribly in love with him, the third points out. Following this line of thought, the third declares that love is the stupidest thing she’s ever heard of. Look what it did to Esme, the first points out. Miss Frost should be setting an example. Chiming in herself, the second announces that Miss Frost’s thoughts about him during class are often sweaty and inappropriate.

Having heard enough, Hisako turns to the triplets and sarcastically asks if they want to stay with them. To this she then asks if they can reach anyone else. Not at this distance. They have a special bond with… What about Blindfold, Hisako interrupts. Doesn’t she read…?

Hisako’s words halt in mid-sentence with the arrival of a new sound, a groan from Wing. As Elixir begins to prop up his classmate, he informs the others that he should be cool. Jumping to her Wing’s side, Hisako asks him if he’s hurt, reminding her apparently disoriented friend that that Ord guy knocked him out. Quickly, Wing’s orientation returns, as well as a horrific revelation that only he can detect. Swearing to himself, he stares far off, tears coming to his eyes. My powers, he begins to sob, I’m cured.

In the glaring redness of the chamber, Kitty sits on one side, with Piotr Rasputin sitting on the other. The silence is as deafening as the redness. Finally speaking up, Kitty tells Piotr that she’s going to need a minute… before she can get them out. She’s going to rest. Now almost babbling, she adds that it’s hard getting through this metal, and taking him along… it’s gonna be a little…

You look different, he interrupts. When she replies that, well, yeah, she is, Piotr then asks if it has been long then. Thrown off by the tone of the conversation, Kitty apologizes, then tells her companion that he has to know that if he’s a clone or a robot or, yeah, a ghost or an alternate universe thingie, she can deal… but if he’s some shapeshifter or illusionist who’s just watching her twist, she will kill him and will kill him with an axe so right away just prove it, say something show her something, she can’t…

Piotr’s attempt at calming the nearly incoherent young woman, simply saying her name, causes a reflexive shout: You DIED! Leaping back to her feet, Kitty points to the world outside, telling Piotr that Peter Rasputin died and she knows this because she carried his ashes to Russia and scattered them herself! Still sitting, Piotr looks at Kitty with such empathy, asking rhetorically if she really did. Taking a moment for himself, as he glances to the floor, Piotr raises his head, his demeanor more composed, and thanks her.

Turning around, clutching her own head in her hand, she apologizes again. He needs her help, she tells Piotr, and she… she feels so weak. Rising to his own feet, Piotr places his hand on her shoulder. They switched his body with someone else, he thinks, he tells her. They revived him and, and brought him there. He doesn’t know whose ashes… he is not a trick. Turning back to her friend, Kitty replies that she knows. She means… she thinks that she… Rubbing the back of her hand against the towering man’s cheek, Kitty tells her that she knows. Taking Kitty’s hand in his own, continuing to hold it against his cheek, he tells her that he can feel her hand. And he becomes certain… He is also not a ghost.

The declaration made, Kitty regains her composure. Okay, she tells him. So, rescue. Turning to the still comatose guards, she asks Piotr if he knows any other way out besides up. She doesn’t think these guys came down through a hundred feet of metal. Replying that he does not know, Piotr lowers his head ever-so-slightly, almost lost in thought. He only knows the room, he tells her.

Thinking back, Piotr’s mind’s eye sees himself bound, stripped to his undergarment and his hands bound above his head. Elsewhere in the room is a reclined table, with manacles attached and devices of malevolent natures hanging from the ceiling above it. Always dark inside. Cold. They kept him strong. Healthy… He pounded the walls every day, every minute, for years… Was it years?

Bringing Piotr back to the present, Kitty begins to ask him what they did, but he interrupts. Tests, he answers. They did tests. Every few days, the gas would come. And he would wake on the table. They would cut at him. Inject… things… all he saw were their masks. And him. The one who brought him back.


Though he is restrained in a reclined position, Piotr cannot even see the ceiling, as the light is too bright. Still, he can make out the face of the hooded, green-skinned creature as he leans over. His features are darkened, due to the bright light nearly haloed behind his head, but his grin can still be seen. Congratulations, Peter Rasputin, Ord of the Breakworld says toothily. Your death has saved mutantkind from the Legacy virus. And you will pay for that with your life.


Turning to Kitty, Piotr asks if that is true… the Legacy virus? Gone, she responds. He did save them. From that.

Entering the room, Dr. Rao stares daggers at the heavily armed guards, asks what is going on, and to let her through. Responding to their superior, one guard reminds the doctor that it is a hostile zone, and asks her if her scrambler… Is on, she spits back, then ordering him to move. Brushing by, Dr. Rao assesses the obvious in a moment. Seeing Wolverine lying in a fetal position on the floor, while Cyclops lies inert and the Beast on his knees, she asks rhetorically asks the guards if they fired on them. Managing to speak through his pain, Wolverine declares that the lady is sharp.

Kneeling next to the injured Cyclops, Emma informs Rao that she needs to get him home. Not responding directly, Rao makes her way to a medicine cabinet, ordering the guards, as she goes through the cabinet for supplies, to call in their med team. Seeing Rao’s actions, Emma remarks snidely that a band-aid is going to do sweet F.A. When Rao responds that they have a qualified surgeon not two buildings down, Emma retorts that they have a healer at home. Ignoring the scantily clad X-Man, Rao kneels next to Cyclops, and begins to apply her bandages.

As Rao works, she tells Emma that she promises that she has no intention of hurting them. Long as she’s got that scrambler device in her left ear, Emma replies, she can’t know what she intends. Well, Dr. Rao counters, it’s not to let her control her mind either. After instructing Emma to put pressure on the dressing, Rao turns to the Beast, calling him by his salutation, Dr. McCoy. Interrupting the doctor before she can continue, Emma reminds her that McCoy has a disease, if she recalls… an inexplicably adverse reaction to being shot at.

A little disturbed at this, Rao informs Emma that she never authorized this kind of force. She doesn’t want anyone hurt. That’s the point. Nothing but noble intentions, Emma snipes. Yes, she’s a veritable Oppenheimer. What’s next? Eliminating the gay gene? In response, Rao states that homosexuality doesn’t represent a threat to human existence. To this, Emma replies that they’re clearly watching different televangelists.

Now shifting the subject, Emma asks aloud where the hell that med team is. Still on the previous subject, Rao states into Emma’s eyes. The world needs this cure, she tells her. Nothing she says or does is going to change that fact.

Without warning, the Beast, in full fury, appears next to Dr. Rao, his fangs bared in rage and his clawed hand grasping Rao’s neck. Even the guards are surprised, as they impotently yell commands, instructing him to put her down. Now!

Not listening, McCoy takes Rao to the nearby table, where the corpse of the mutant lies. With his free hand, McCoy rips the sheet covering her, revealing the totality of her naked form. Did she need it? he asks Rao. Did this girl need her cure? Through her glasses, sitting askew on the bridge of her nose, Rao tells Hank that the girl was dead… she killed herself. Releasing Rao from his clawed hand, McCoy asks Rao who else. He needs to hear it from her. Who else has she been cutting up? Adjusting her glasses to properly on her face, Dr. Rao innocently states that she doesn’t know what he means.

As McCoy continues, asking Rao if she thought that he wouldn’t have had it on file, Cyclops reaches out to Emma’s arm, grabbing her attention while no one is looking. Her attention gained, Emma responds with her telepathy, telling Scott to not try to talk. Returning to his inert state, lying on his back, Cyclops tells Emma that she got really scared. He can feel it when she thinks at him. Smiling, he tells her that it’s very sweet. His smile now fading, Cyclops returns to business, instructing Emma to patch him in to the others.

Oblivious of Cyclops’ actions, Dr. Rao continues to defend her actions. She tells McCoy that he knows the only way to help further research is to work on the dead. She’s trying to create a world where this girl would never think of taking her own life. But, while she has… Rao’s words are summarily interrupted by McCoy’s inexplicably confusing responds of I gotcha. Good. Struggling to understand what he means by this, Rao begins to stammer in confusion.

Nearby, still on the floor in a fetal position, a less confused Wolverine thinks to the rest of the team that he’s healed enough; just waiting on him, slowpoke. His visor, beginning to flare brighter red from his eyes’ fury beneath, Cyclops “the slowpoke” suggests that they show these battlebots rejects who they’re dealing with. Barely having to move his head, Cyclops unleashes scarlet fury upon the heavily armed guards, bowling them over with his concussive optic blasts.

Recovering, the leader of the guards shouts his orders: mutant targets only. Unsure about their success at this, the Beast leaps at Rao, pulling her down to the relative safety of the ground by his sheer weight. Meanwhile, Wolverine, claws bared, jumps at one guard, asking him if this is big enough for him. With skilled fury, Wolverine uses his claws to slice up the guard’s Gatling guns, rendering them inoperable. As the other two guards begin to take up the place of their fallen comrade, Wolverine hears Cyclops’ words in his head, courtesy of Emma. Their leader’s words are of no interest to the feral X-Man, who replies that Emma already gave him his marching orders a minute ago: left ear. One swipe of Wolverine’s claws slices through the left side of each guard, tearing through both machinery and flesh.

As the two guards recoil from the pain, Emma stands before them in confidence. Remarking at the scramblers, once buried in their ears but now deactivated, Emma tells them that there’s some good news. They feel no pain. Hearing this, the two guards go rigid – now thralls of Emma’s telepathic powers. Feeding them instructions, she tells them that they will go straight to a hospital, remembering nothing of this place. And, she adds, every time they hear the words “parsley,” “intractable” or “longitude,” they will vomit uncontrollably for forty-eight hours. As the two guards leave, Cyclops begins to sit up, congratulating his X-Men on their good work – and then admitting quietly to them that his girlfriend is very weird.

Announcing that he is not going to argue that point, the Beast moves on, asking what they are going to do now. Taking a moment to kick the first, still-down guard in the face, Wolverine replies that Emma takes Scott back to the Institute, while he and Hank find Kitty… and then burn this place to the ground. First off, Emma replies, Scott and she give the orders. Second: good plan.

Finally speaking up, Dr. Rao informs the group that it won’t help. She’s already given samples and all her data to hundreds of teams around the world. “Hope” can’t be crushed now. Not even by them. Smiling devilishly, Wolverine compliments Rao on her nice bluff; but he calls.

The metaphorical impending hand of poker is rendered moot, however, by the arrival of Ord of the Breakworld, who crashes through the wall, bowling both Wolverine and the Beast over. Grinning malevolently, Ord chuckles, more to him himself, that he actually went looking for them. Seeing Emma instinctively stand before the doctor, shielding her with her diamond form, Ord regards the circular blade in his hand and informs her that there is nothing on Earth that his blade cannot cut through. Replying that that is good to know, Emma switches places with Dr. Rao, placing the doctor in front of her, as a human shield.

A moment later, Emma changes her mind, pushing the doctor to Ord, as she regroups with the team. His eyes never leaving the X-Men, Ord takes Rao and shoves her out of the way. With nothing now standing between Ord and them, the X-Men try to assess their options. When Beast asks if there’s a plan, Wolverine points out that the man’s got eyeballs. And, Emma adds, if he’s a man by their definition, that’s not the only soft…

The X-Men all stop, both in movement and words, their countenances changing to that of complete bewilderment. Interpreting this reaction as fear, Ord smiles in his apparent victory, taunting the mutants by asking them if they’re too scared for stratagems. If so, then maybe it’s time they finished up.

It is not fear, however, that has caused this reaction, but the sight of what appears behind Ord, phasing up through the ground. It is the hulking, metallic form of Colossus, being helped through the building’s structure by the exhausted, phasing Kitty Pryde.

Speaking to Ord, while still trying to comprehend what he is seeing, Wolverine states, wide-eyed, okay. Yeah. Why don’t they do that? Finally sensing that something is amiss from their reactions, Ord squints his eyes in contemplation, asking them what they are all looking at. Suddenly guessing, he closes his eyes in frustration, asking them if that “dragon thing” is behind him.

Ord’s world is suddenly rendered into crushing pain, as the steel fist of Colossus impacts on his back, with powerhouse fury. Turning quickly to see his new foe, Ord views Colossus with a snarl and a dismissive you! Striking back with a punch, though it is deftly deflected by the former X-Man, Ord tells Colossus that it matters nothing that he’s escaped. Does he think because he is made of mere steel that he can stand against him?

Shrugging off a blow, which does manage to connect with his jaw, Colossus grimaces back in righteous anger. He is not made of steel, he tells Ord. Moving with a swiftness that Ord cannot match, Colossus grabs Ord by the wrists, before he can attack with his circular blade. Rage, Colossus says. Using his grip, the metal man flips Ord over, onto his back, and then against the wall. I… am made… of RAGE. In punctuation to this sentiment, Colossus brings down the full wrath of his fists upon Ord’s body, shattering the armor protecting him. Seeing their foe helpless, Wolverine scowls in finality. Finish it, Pete, he says.

Voicing his apologies, Nick Fury enters the ruined lab with a cadre of over two dozen S.H.I.E.L.D. soldiers, all of them with rifles at the ready. Addressing the X-Men now directly, he informs the startled mutants that they ain’t gonna win this day.

Characters Involved: 

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


Elixir, Hisako, Stepford Cuckoos, Wing (students at Xavier’s)

Unnamed Xavier Institute students

Director Nick Fury

Contessa de Fontaine

S.H.I.E.L.D. soldiers

Dr. Kavita Rao

Benetech security

Corpse of unnamed mutant at Benetech

Hundreds of mutants at Benetech

Ord, of Breakworld


Ord of the Breakworld


Dark Phoenix

Story Notes: 

Esme began to fall in love with the man purported to be Magneto who had been masquerading as the X-Man called Xorn. Her infatuation ultimately led to her death when he killed her out of impulsive rage. [New X-Men #147-150]

Robert Oppenheimer was a scientist instrumental in the development of America’s first atomic weapons in the 1940s, codenamed the Manhattan Project. His ultimate horror at seeing his work upon completion has since become a cautionary tale for those regretting what they have created.

Emma’s statement to Rao about band aids doing “Sweet F.A.” is an abbreviated reference to "Sweet Fanny Addams," - a British slang meaning "little or nothing at all." It is derived from the tale of 8 year-old Fanny Adams of Hampshire, England, who was brutally murdered in 1867.

Battlebots is a competition where school-age kids build robots from spare parts for “battle.”

In what seems to be an artistic error, Emma uses her telepathy while in her diamond form, which is contradictory to previous statements that she cannot use both powers at the same time.

Colossus died in Uncanny X-Men #390, in his successful attempt to cure the Legacy Virus, which killed his sister, Illyana. His body was subsequently cremated and his ashes were scattered by Kitty in X-Men (2nd series) #110.

Ord had once before had the X-Men at his mercy but was driven off by the unexpected arrival of Lockheed and his flame-breath. [Astonishing X-Men (3rd series) #2]

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