Secret Invasion: X-Men #3

Issue Date: 
December 2008
Story Title: 

Mike Carey (writer), Ma Sepulveda (artist), Dave McCaig (color artist), VC’s Joe Caramagna (letterer), Terry Dodson, Rachel Dodson, and Justin Ponsor (cover), Daniel Ketchum (assistant editor), Nick Lowe (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)

Brief Description: 

Emma Frost frees herself from the Skrull Thought-Wall and restores telepathic communication to the X-Men. Elsewhere, Anole reports some disturbing activities in the city, inciting an investigation by a small team of X-Men. Nightcrawler, however, stays behind and instead confides in Beast about the troubles he has been having with the holy Skrull relic. Their conversation helps Beast solve his impasse regarding an anti-Skrull doomsday weapon. Meanwhile, the X-Men discover the Skrulls have rounded up hundreds of civilians and sealed them inside the buildings of downtown San Francisco, and seem poised to exterminate them. While they discuss the ramifications of this internment, Beast enters and announces he has found a weapon that works against Skrull physiology: the Legacy Virus. How comfortable is the team with genocide, he asks?

Full Summary: 

The Thought-Wall…

The Skrull telepaths, monitoring the psychic barrier known as their Thought-Wall, sense an outsider. They pinpoint the source and learn it is Emma Frost, the mutant member of the X-Men and one of the very same people against whom the Wall was built to protect. Emma has touched the weave, and is now its prisoner. She may know where the X-Men are located, the Skrulls say. They examine her mind even further, eliciting an agonized scream.

Outside the Thought-Wall…

Scott Summers crouches over Emma’s dead body. He demands to know why the Stepford Cuckoos broke their link with Cerebra. Because she’s dead, they say. Scott is not stupid; he can read the displays. That doesn’t mean the Cuckoos are absolved of responsibility. They are capable of keeping Emma’s involuntary body functions operating, and he orders them to force her organs to keep working. For how long, they ask? Until he tells them to stop, he answers. The girls realize they may be there for a while.

The Thought-Wall…

Even against a barrage of psychic attacks, Emma Frost manages to hold her own. The Skrulls urge her to relent; her connection to her body was severed the instant she touched the Thought-Wall, essentially killing her. “Well, we all have our crosses to bear,” she tells them. After offering her a perfunctory “He loves you,” the Skrull telepaths ask her where they might find the X-Men. In exchange for her cooperation, they offer her a permanent place in the Thought-Wall. This would give her purpose and salvation. Emma constructs an impenetrable bubble around herself in response. Pity, the Skrulls say; after all, she would have added an exciting new texture to their weave.


Cannonball, Nightcrawler, and Iceman confront a squad of armed Skrulls in the plaza of a shopping mall. As he blasts into the center of the invaders, Sam gives them a hard time for occupying the women’s clothing section of that particular store. Maybe they’re a squad of Skrull transvestites, Iceman ponders, before immediately wiping that image from his mind. Nightcrawler grabs onto a Skrull and teleports him around the room, exhausting both of them. Cannonball asks the visibly wiped-out Kurt if he is okay. Kurt assures him he is fine. Teleporting another person is always a strain; it’s a good thing he is pacing himself. Sam nods in approval. They have a lot of work to do, after all.

The Thought-Wall…

The Skrulls consider Emma’s presence a distraction, and her defiance a provocation. They decide to penetrate her mental sphere; she will not be allowed to hide her thoughts any longer. They elongate their astral necks and take turns breaking through the orb. Although Emma’s defenses are formidable, they will not avail her forever, they say. The Thought-Wall is mighty, and many. She is one and weak.

The first Skrull breaks though and roars at the defensive Emma Frost. Did she think she could hide from them in their very domain, it asks? No, Emma says; she only wanted to spread them out a little. After all, the easiest way to dismantle a wall is one brick at a time. With a flip of her wrist, she destroys the Skrull’s mind. It melts into a puddle of blood which drips through her fingers. With it dead, she turns to the other invaders, ready for the challenge of destroying them too.

Outside the Thought-Wall…

Emma’s life signs return. Her heart begins beating, her lungs inflate with air, and her brain activity returns. She finally opens her eyes and breathes a sigh of relief. “You died for a moment,” Scott tells her.

“Did I?” Emma asks. “How very Jean Grey of me. I’ll try not to do it again.” The Cuckoos are elated to report that Emma successfully dismantled the psi-blockade. They can now contact the rest of the team telepathically! Immediately, Emma detects concern coming from Anole, who is currently fighting the Skrulls in the field. He has seen something disconcerting. Emma says it could be bad.


Anole, meeting with his fellow X-Men on a rooftop, reports some disturbing findings. Although he failed to find the vehicle hangars that incited his recon mission, he did witness something else much more alarming: the Skrulls are rounding up civilians. Hundreds of civilians. They are even taking people out of their homes. The rest of the team had better check it out, he says.

Cannonball, currently leading a small squad of X-Men, decides they should investigate. He orders Nightcrawler to stay behind and help Angel’s team once they complete their mission. As soon as Cannonball leaves with his team, however, the enigmatic Skrull orb in Kurt’s possession begins speaking to him once more. He tells it to shut up, but it continues to speak. They are all alone, it says, except for the presence of the one who keeps watch and enfolds them in His love. Kurt holds the orb out in his hand and tells it he isn’t listening. Your heart and your soul hear me, it replies. That will suffice.

The nation that judges thee, He will cause to be judged, the Skrull Orb says as it presents Nightcrawler with a prophetic vision of his future. In this vision, Kurt stands on a balcony with his comrade Cyclops, overlooking a lengthy procession of prisoners. At the edges of the procession stand armored soldiers bearing shotguns. The prisoners, wearing robes resembling those of the mutant-hating Purifiers, walk with their arms shackled. Angel flies over their heads. Nightcrawler smiles.

He fathered thee, and He tenders thee dearly, the voice says to him. For that which changes is holy. He will make thee a prince of this world, and raise thee above thine enemies. Their flesh will be broken and their spirit tormented. But the mutants and the Skrulls – His children – will be exalted over all others.

Nightcrawler breaks away from the prophecy and clutches his temples. He prays to his god, hoping to block out the temptations of the Skrull Orb.


Cannonball, Dazzler, Pixie, Colossus, Iceman and Graymalkin follow Anole to a rooftop overlooking a procession of human prisoners shuffling through the city streets. They number well over the couple-hundred Anole mentioned. The Skrulls have gathered more people in the meantime, Victor says. They must be taking everyone they can find.

Although they need to report this to Cyclops immediately, the team wants to monitor the situation as it unfolds. Iceman asks Anole to remain behind and find out where the humans are going. Victor hops over the edge of the building and immediately begins camouflaging into the background. They rendezvous in twenty minutes.

Beast’s lab…

While the rest of the X-Men tackle the Skrull invasion directly, Hank McCoy busily works on a more sinister, back-door approach to defeating the alien armada. His research begins with the dissection of a Skrull corpses provided by Cyclops and X-Force. He determines that although the Skrulls respire oxygen, they do so using a compound other than hemoglobin. Apparently they synthesize hydrogen peroxide and break it into oxygen and water. Even more curious is their cell morphology. This particular Skrull specimen contains an extraordinarily high amount of variation between its cells. Hank concludes the cells of a living Skrull must be in a constant state of flux, due to the constant breaking down and reassembly of the amino acids that constitute proteins. That’s probably how their shape-changing works, he thinks. However, with the correct inhibitor, it might be possible to block this mechanism. “It would only take a couple of years,” he says as he clenches the bridge of his nose in frustration. “Three, tops.”

The streets…

Hovering above the San Francisco skyline, the Skrull Mothership overlooks the culling in the streets. The herded masses below, following the orders of the Skrulls, amble listlessly towards their unknown destination. As they march by the Skrull Shepherd, he blesses them and implores them to accept the grace of his god. The soldiers herd the people into the nearby skyscrapers. They want the people dispersed equally between the buildings, with the excess going to the roof. It’s all right, a woman tells her crying children. The Skrulls only want to count them!

As soon as all the humans are securely inside, the Skrulls order the entryways sealed. No one is to enter or leave. Anole, camouflaged and observing this process in secret, is suddenly and accidently discovered by one of the Skrull guards. Crap, he says. He slugs the guard in the stomach with his oversized arm. As the rest of the squad turns on him, he flees, barely evading their gunfire. Instead of chasing him on foot, the Skrulls deploy one of their bipedal battle units to neutralize him. Anole careens down a steep San Francisco hill, ducking and weaving out of the way of the blasts.

Up above, Colossus stands observing his comrade coming under fire. After a quick running start he leaps off the rooftop and crashes headlong into the Skrull walker. It is instantly destroyed. Upon emerging from the fiery wreckage unscathed, he turns to Anole, and reminds him he missed the rendezvous. Did he lose track of time?

Beast’s lab…

Dr. McCoy’s latest findings do nothing to further his pursuits. Not only does the Skrull physiology nullify the threat of poisons by incorporating them into the body, but radiation, even at lethal doses for humans, simply accelerates the intracellular exchange always occurring in Skrull cells. No doomsday weapon imaginable by human standards will even touch these creatures. What if they’re truly as perfect as they seem, Hank wonders?

With his signature BAMF and accompanying cloud of sulfurous, purple smoke, Nightcrawler teleports into the laboratory in search of Beast’s advice. The busy doctor informs him he has time only to discuss matters related to Skrulls. “It is about Skrulls, Mein freund,” Kurt says. Besides, he would not trouble Hank were he not desperate. He presents to Hank the wispy Skrull relic. He believes it is some sort of Skrull artificial intelligence, although it refers to itself as a sacred text. Hank stops him and asks about his choice of words: calls itself? “It talks to the user telepathically,” Kurt says. “And now I can’t make it stop.”

After Nightcrawler sets the orb on his workbench, Hank scrutinizes it under a microscope, revealing several impurities within its crystalline structure. Perhaps the information it carries is stored in displaced molecules. What kinds of things does it say, he asks Kurt? Kurt informs him it tries to convert him to the Skrull religion and coerce him into accepting the love of their god. It also keeps insisting mutants and Skrulls are cousins, and therefore belong on the same side. Hank asks why. It has something to do with the concept of change, Kurt tells him. The orb repeatedly says “that which changes is holy,” and mutants represent a deviation from the standard Homo sapien template.

Suddenly, Hank understands. “Skrulls change shape as easily as we change our socks,” he says aloud as he lurches out of his seat. “Oh no. No no no. It couldn’t be that obvious, could it?” After Nightcrawler asks what he means, Hank tells him they have found their ace in the hole. Scott wanted a secret weapon, and he may just have found it.

He explains his revelation in full. Skrulls cells are similar to humans, except they are constantly mutating, a feature which grants them access to new super powers all the time. In a way, each Skrull gene is like the X-gene that makes mutants distinct from humans. With this in mind, the solution is unbelievably simple. But is it right? Hank hesitates. Are they truly ready to open this Pandora ’s Box again, considering the cost of closing it last time?

The Skrull Mothership…

The humans are in place, Skrull Lieutenant Jash informs Commander H’Kurrek. The commander thanks him and orders the weapons control transferred to his station before posing a question: what honor is there in killing an unarmed man or woman? That depends, his lieutenant answers. H’Kurrek asks upon what it depends. It depends upon what is accomplished by that death, Jash answers. Honor, after all, is measured in terms of victories.

The commander commends his answer, telling him he sounds like a true son of the empire. He then poses another question: what will be accomplished by these deaths? Jash is unsure, but believes the slaughter of these innocent humans may pacify the rest of the population. Good guess, but incorrect, the commander tells him. Their primary problem is the X-Men and their current guerilla tactics. If they want to win, they need to make the X-Men fight and die on the terms of the Skrull. As he speaks, their Mothership hovers ominously over the tall buildings below packed with innocent civilians. Commander H’Kurrek thinks this method will most practically draw out the X-Men.

The X-Men Headquarters…

Cannonball is shocked to hear the latest developments from the field. Did the Skrulls really seal the civilians into those buildings? If so, the internment is something other than a temporary measure. What could it be? Husk guesses the Skrulls may just want people off the streets, but Cyclops reminds her they could have accomplished that with a simple curfew. He asks Prodigy about the activity of the Mothership. It’s hovering right above the city, he answers. Scott doesn’t like it. He wants the ship destroyed. Angel asks how they are supposed to accomplish that. The ship is packed with Super-Skrulls and they have nothing to use against it.

“Yes we do,” Hank says, entering the conference room unnoticed. “We’ve got this.” He opens the sturdy metal container he carries and shows it to Scott, who congratulates him on finding a solution. Hank corrects him; he didn’t find anything. Not understanding, Cyclops asks if the weapon will work against the Super-Skrulls. “It will work against all the Skrulls,” Beast answers. “It won’t discriminate. And it won’t stop. Once we unleash this, there’s no going back.” He reveals to the X-Men that the weapon is Stryfe’s Legacy Virus. Although it was designed to kill mutants, it works against Skrull physiology as well. He turns to the leader of the X-Men and asks the critical question: how comfortable is he with genocide?

Characters Involved: 

Angel, Anole, Cannonball, Colossus, Cyclops, Dazzler, Emma Frost, Graymalkin, Iceman, Nightcrawler, Pixie, The Stepford Cuckoos (all X-Men)

Husk (X-Men ally)

Skrull Commander H’Kurrek

Skrull Lieutenant Jash

Human Civilians

Story Notes: 

Although he now has paws, Beast is drawn in this issue with five separate fingers.

The Legacy Virus was first unleashed by Stryfe in X-Force (1st series) #18. It plagued mutants worldwide for years, until Dr. Hank McCoy finally invented and released a cure, thanks to the noble assistant of Colossus, in Uncanny X-Men #390. Except for its recent appearance in X-Force (3rd series) #7, it has been dormant ever since.

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