Ultimate X-Men #68

Issue Date: 
May 2006
Story Title: 
Date Night: part 3

Robert Kirkman (writer), Tom Raney (pencils), Scott Hana (inks), Gina Going (colors), VC’s Rus Wooton (letters), Kate Levin (production), Nicole Boose & John Barber (associate editors), Ralph Macchio (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)

Brief Description: 

An angry Professor Xavier uses his powers on Lilandra, making it impossible for her to move. He wants to know if she has any kind of connection with the Hellfire Club. Lilandra claims that she hasn’t one, since the Club is the Shi’Ar organization’s greatest enemy. She reveals to Charles the origin of the Phoenix force, and how it was trapped by alien creatures, and later imprisoned in a world people eventually began calling Earth. The Shi’Ar believe that Jean Grey still hosts the Phoenix, and want to perform painless experiments on her to have the Phoenix released. In return, the X-Men can have all the funding they need. Xavier isn’t sure about it and wants to talk to Jean about it first, which Lilandra understands. He releases her from his holding grip and they finish their diner together. At the school, Scott and Jean relax after making love, with Jean hoping that Scott’s “new and improved” character change sticks around. Elsewhere, Bobby and Rogue are likewise finished with their own bout of passion, having once again become an item. Meanwhile, Sabretooth conversation with Logan finally leads to a fight, during which Sabretooth manages to slices a big chunk of flesh out of the X-Man. Seeing this, Storm has had enough of it and hits Sabretooth with a lightning bolt, and he takes off. The fight over, Storm and Logan decide to head back to the mansion. Meanwhile, Kitty returns home from her date with Spider-Man and finds a sad Peter outside, though doesn’t want to talk about it. At the same time, SHIELD identifies the mysterious boy as Elliot Boggs, and Fury and his troops manage to defeat him and deliver Boggs at the mansion, so Xavier can investigate the matter. Some time later, Sabretooth returns at a hidden base, and meets up with Dr. Cornelius and hands him over Wolverine’s sample, just like the doctored ordered. Cornelius claims that, if they can’t have the real Wolverine do their bidding, they’ll make their very own!

Full Summary: 

A restaurant in New York City…

Professor Xavier has used his powers on Lilandra, making it impossible for her now to move. Immediately, Lilandra panics and wants to know what Xavier has done to her. Xavier replies that Lilandra should know that he is looping the last ten minutes from their conversation into the peripheral vision of their fellow diners. He explains to Lilandra that she could scream at the top of her lungs and still nobody would hear her. The staff of the restaurant will only see their glasses full and their conversation involved, and won’t be stopping at this table anymore unless Xavier allows them to.

Lilandra doesn’t understand why Charles is doing this and wants to know the reason. With a serious tone in his voice, Xavier explains that’s because Lilandra told him she worships a god called the Phoenix. He heard that name before, out of the mouths of people who tried to hurt him and his students. Xavier demands to know right now what Lilandra’s connection towards the Hellfire Club is.

Upstate New York…

The mysterious boy panics, and wants to know what Fury is doing there. Fury jokes that, honestly, he believes he is wasting his time. But, he was in the neighborhood when the call came in, and mentions to the boy that he is causing a disturbance. Right now, the boy is a danger to himself and those around him. Fury tells the boy, Elliot Boggs, that he can come with him either quietly or unconscious. Elliot begs for help. He explains that he woke up this morning and found his parents’ dead bodies, and then the police came to arrest him and everything went away! He doesn’t know what’s happening to him. Fury believes that it seems Elliot is a mutant and developed his powers overnight. However, he knows that becoming a mutant happens to the very best of the world, and that there’s nothing you can do about it.

Elliot is surprised to find out he’s a mutant. Fury verifies that he is, and furthermore, Elliot is a mutant with powers gone out of control. He asks Elliot if he’s going to come with them or not. Elliot kicks Fury in the face, angrily shouting that he won’t come with him because he knows what the government really does to mutants. Fury orders his troops to take Boggs down, but wants him in alive. Elliot defends that he has seen the Sentinel footage and knows the truth. One of the SHIELD troopers gets a lock on Boggs and wants to take the shot. But on that very moment, a snake crawls around the troopers’ necks!

Boggs doesn’t know how that could happen. He doesn’t know how he’s doing all of these things. He angrily shouts that everyone has to leave him alone, and causes an explosion! Elliot begs for someone to make it stop. Fury orders his troops to get a tranquilizer into Boggs before he gets kittens over there! He wants the troops to start shooting at Boggs, or else Fury will shoot at the troops!

A restaurant in New York City…

Lilandra has taken the Professor to a weird reality and shows him some images about the Phoenix god. Charles wants to know where Lilandra has brought him and what he is seeing. However, Lilandra isn’t sure, though she believes that this is the visualization of the before times – how it all started! When Xavier doesn’t understand, Lilandra reveals that she is talking about the origin of the Shi’Ar! She explains that what they are seeing there is the great Phoenix force in its prime… in the before times. Before it was hunted, persecuted and imprisoned. It was free to roam the galaxy and simply exist. Xavier mentions that he and the X-Men were told the Phoenix was a devourer, and that it had the power to demolish worlds.

Lilandra claims otherwise. She explains that the Phoenix has the power to reform, rebuild and recreate worlds. She claims that the only people who consider rebuilding and recreating as demolish are those who fear change. When Xavier wants to know who those people are, Lilandra says she is talking about the Hellfire Club. She reveals that they are an offshoot of the Church from centuries ago, who twisted the Shi’Ar’s prophecies and doctrines to their own agendas, changing the interpretation to mean what they wanted it to mean.

Xavier believes that means Lilandra isn’t affiliated to the club, and she happily confirms that. Lilandra adds that the Shi’Ar religion is based on peace and self-improvement. They believe that the Phoenix will about a utopia for everyone to live in it, and not that it is a force that will remake the world into the image of the Hellfire Club. Besides, there isn’t much of a Hellfire Club left after the X-Men dealt with them. Charles asks Lilandra if he is to trust her on her word that she is in no way connected to the Hellfire Club. Lilandra smiles that the Professor is the most powerful telepath in the world, and shouldn’t even need to ask her if she’s telling the truth or not.

Charles claims that, as a rule, he does never pry into the mind of another without permission. Lilandra further explains that she herself and her organization would very much like to do some business with the Professor. Her group wouldn’t even dream of starting a relationship short of a firmly established foundation of trust. She is an open book to Charles. The Professor wants to know everything Lilandra has come to learn about the Phoenix.

Lilandra reveals that, in the before time, the Phoenix was a great and beautiful entity freely roaming across the cosmos, changing worlds at a whim. All those changes were improvements, and it is said that the Phoenix may well have been the spark that brought life to the universe. Unfortunately, the Phoenix’ greatest creation became her undoing. The life she created sought out to control her. These people wanted to destroy their own destiny. They amassed a great army, bringing together a hundred civilizations. The war with the Phoenix lasted a thousand years and cost the armies many lives. But, in the end, the Phoenix was defeated.

The Phoenix couldn’t be killed, no matter how hard the armies tried to. Their only solution was to imprison the Phoenix, but ordinary means proved ineffective against such a volatile and powerful being. So, they constructed a special prison around the Phoenix, which was a cage that would be powerful enough to contain this mighty prisoner. This prison remains to this day unchanged, housing her as its center. And this prison, people eventually began calling… Earth!


After a time of lovemaking, Scott asks Jean what she thinks of the new, improved him. Now, Scott is assertive, demanding and decisive. He wants to know if this is all she hoped for. Jean smiles that Scott is getting exactly to the point where she wants him, and wants to find out if this change of character is going to last past tonight, and she promises he’ll give him an evaluation in about a month or so.

Elsewhere, while putting his pants back on, Bobby asks Rogue, who’s sitting naked in his bed, what they are going to do now. Rogue smiles, guessing that she’s going to sneak back to her room in the hope not to be spotted. She jokes that she might try and practice her card throwing, although she’s already pretty good at it. She mentions that Bobby would be surprised how much she picked up from Gambit after just absorbing his powers, as she can already do most of the stuff he could do. She’s even acrobatic now. Bobby wasn’t talking about that. He wants to know what’s going on between the two of them now. Rogue smiles, guessing they’re an item again now. Bobby just smiles at her. Rogue jokes that Bobby is such a loser.

Nowhere Special…

Wolverine, holding his claws ready, thinks that Sabretooth has finally lost his mind. Sabretooth believes that his dad hasn’t been paying any attention. He claims that his mind is as clear as ever, and new memories are coming back to him by the day. He even claims that Logan wouldn’t even believe some of the things he could tell him. Sabretooth asks if Logan isn’t at least a little bit curious who his mother is. Logan asks Sabretooth if he’s going to chew his ear off now all day, and tell him how he beat Sabretooth back when he was little. Because, Logan adds, he isn’t believing any word Sabretooth is saying!

Sabretooth doesn’t even care if Logan believes him or not. He said what needed to be said and now he’s ready to move on. The time for talking is over. Sabretooth snikts his eight claws open, and he and Wolverine begin their fight. Quickly, Sabretooth manages to slice a big chunk of flesh out of Wolverine’s stomach! Seeing this, Storm has had enough of it, and fires a lightning bolt against Sabretooth’s torso. A surprised Logan falls back, and a wounded Sabretooth runs away.

Storm tends to Logan, thinking that bolt she fired knocked the fight out of Sabretooth. He asks Logan if he’s okay, and if he’s hurt in a way. Logan admits that he is a little. He is man enough to admit that, but mentions that he has been missing bigger chunks than before. He’ll survive. He suggests that they start heading back to the mansion.

New York City…

Charles is surprised to find out that the Earth is a prison formed around the Phoenix entity. Lilandra confirms that. The Earth itself is a prison. And the Phoenix resides at the molten hot core, or rather, the Phoenix is the molten hot core. She reveals that, overtime, unbeknownst to the forces that created the Earth, life began to form and evolve on the surface. In fact, this was long before the civilizations responsible for the Phoenix’ imprisonment had become extinct. The Phoenix began to detect life on Earth, and it began to help it along, aiding in the development of intelligent life on this planet. Lilandra’s Church believes that the leaps and bounds humans experienced in evolution that scientists cannot explain are because of the Phoenix’ involvement, as is the next phase in human evolution… the mutant.

The founders of the Shi’Ar religion claimed to be able to speak directly to the Phoenix, though this art has been lost throughout the years. The founders were told the story of the Phoenix, and based a philosophy of rebirth and self-improvement of her teachings. And this became the Shi’Ar religion. The Phoenix also told of a philosophy. Or told a story that would later become a prophecy. She told of a mortal that would house the entity, and eventually allow the Phoenix to be reborn throughout this mortal. This would free the Phoenix to roam the universe once again.

Which brings Lilandra to the Professor, and the deal she has for him. She offers him complete support, financially and otherwise, in return for one thing. He must allow the Shi’Ar to examine Jean Grey. The Shi’Ar believe she is the prophesied to bring about the rebirth of the Phoenix. The process of confirming this is in no way harmful or painful and could even be done on the grounds of the school, if that makes the Professor feel more comfortable with the situation.

The Professor isn’t sure about it. He senses that everything Lilandra has just told him, she believes that it’s all true. Also, he admits that her aid in his work will be obviously most welcome. But, he cannot commit just yet. He will have to discuss this with Jean first and she must be willing to do this or else the deal is off. Lilandra smiles that she wouldn’t have it any other way. Charles is glad to hear that. Lilandra is glad to hear that, and asks Charles if he can release her arms now, as she would like to finish her meal.

Later, back at Xavier’s…

Kitty comes back home again and tips her cab driver. She meets up with Peter, who’s sitting alone outside. He’s surprised that she’s home already. Kitty mentions that Spider-Man had some homework left to do and she didn’t feel like waiting for the Professor to pick her up. So, she took a cab, which she now realizes has been way too much money and won’t allow her to buy some of the CD’s she wanted. She wants to know why Peter is sitting outside though, and wonders if anything is wrong. Peter claims that he isn’t in the mood for talking right now, and that alone is exactly what he wants to be right now. That’s fine by Kitty, and she phases through the door back inside the mansion.

Once inside, she meets up with Fury and his soldiers, who have Boggs tied up and asks if she can help them. Fury wants to know when Xavier is going to return, because he doesn’t have a whole lot of time, and jokes that, if Kitty can use her powers to suddenly transport him into the mansion, that would be fine as well. Kitty jokes she can’t do that, and goes to her room. Suddenly, Xavier arrives, and asks Fury what he wants. Fury mentions that he’s got a fresh one for him. Charles wants to hear that Fury isn’t restraining that young mutant so that he could bring him here unwillingly.

Fury smiles that he certainly isn’t doing that. He introduces the Professor to Elliot Boggs, and mentions that, from all indications he has just become an active, out of control mutant. He’s got some kind of reality-altering powers, but SHIELD couldn’t really figure that one out. The kid has already done a fair bit of damage and, unchecked, SHIELD thinks that Boggs is a danger to himself and those around him. He thinks that Charles is the one who can help him. SHIELD also believes that Boggs has killed his parents.

Charles doesn’t want to remind Fury again that the school isn’t no longer affiliated to with SHIELD. Fury defends that this boy is dangerous. He can’t do anything with him other than locking him in a room for the rest of his life and drugging him out of his mind. He doesn’t believe that this is what the Professor wants. Charles confirms that. Fury mentions that that’s good, and he and his soldiers leave. He mentions to Charles that he knows how to reach him if he needs anything. Fury also promises that he’ll send someone over in the next few days to retrieve SHIELD’s restraints, which are now around Boggs once Charles is through with him. And he asks Charles not to break the restraints, as they are very expensive.

As they walk outside, Fury gets held up by Wolverine. Logan wants to know why Fury treats this mutant differently, and doesn’t just have him killed. Fury smiles that he doesn’t have any idea what Logan is talking about, and takes off. Storm wants to know what that was all about, but Logan claims that she doesn’t want to know. They walk back into the mansion, and Logan asks Charles what’s going on. Charles introduces Logan and Storm to their new arrival, and asks Logan to help him bring Boggs to the infirmary. Charles notices Logan’s wounds and asks if he had a rough night. Logan claims that nothing happened he can’t handle. Charles smiles, and says that’s not what he asked.

Elsewhere, hours later…

Sabretooth enters a secret base, carrying something with him, and calls out to Dr. Cornelius. Cornelius reveals himself, and congratulates Sabretooth on a job well done. The doctor mentions that he was told Sabretooth didn’t even need the operatives with him. Cornelius wishes he could have been there, even knowing any chunk he ripped out of Logan could grow back, it would have been nice for him to see how the mutant did it. Cornelius also mentions that he’s still a little peeved over the last confrontation he had with Wolverine, like the helicopter crash for example. He would really like to see Wolverine suffer for a change.

He wants to know what Sabretooth told Logan in order to have Logan distracted long enough in order for him to get so close, as the operatives couldn’t hear a word because of the bad weather. Sabretooth simply mentions he just something, but that it wasn’t important.

He gives a blood sample from Logan to Cornelius and asks if it’s big enough. Cornelius takes a look at it, and notices that the sample is a little crispy around the edges, but does believe that these samples will work. He shows them to another scientist. Cornelius triumphs, and laughs that, if they can’t have Wolverine do the things they want him to do, they’ll make their very own!

Characters Involved: 

Colossus, Cyclops, Iceman, Marvel Girl, Professor X, Rogue, Shadowcat, Storm, Wolverine (all X-Men)

Lilandra Neramani

Elliot Boggs


Dr. Cornelius

Nick Fury

Fury’s SHIELD agents (all unnamed)

Weapon X scientists (all unnamed)

restaurant guests and waiters (all unnamed)

throughout Lilandra’s revelations:

the Phoenix force

various creatures of the past (all unnamed)

Story Notes: 

The X-Men dealt with Sebastian Shaw and his Hellfire Club in Ultimate X-Men #25. Also in that issue, Jean became connected to the Phoenix Force. At the end of the issue, Jean appeared to be freed of the powerful entity, but recently people began having doubts about it.

Elliot Boggs, the unnamed boy who had killed his parents in the last two issues, is first named in this issue and revealed to be a mutant.

Rogue absorbed Gambit’s powers and abilities in Ultimate X-Men Annual #1. This issue reveals that she can now do most of the things the Cajun was able to do.

Colossus is sad because Nightcrawler doesn’t speak to him anymore after Peter “came out of the closet.” It’s at this point unclear why Kurt isn’t in this issue, but he’s probably somewhere inside the mansion, as Peter is there as well.

Dr. Cornelius is one of the last survivors of the Weapon X Program, which is responsible for Logan’s adamantium skeleton and the cause of him not remembering much of his past life. Sabretooth was also an original operative of that group until it was shut down by SHIELD in Ultimate X-Men #12. Unfortunately, some of the operatives, like Cornelius, managed to escape. Cornelius last confronted Wolverine by using Deathstrike, but that plan failed as well, as seen in Ultimate X-Men #59-60.

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