Ultimate X-Men #81

Issue Date: 
June 2007
Story Title: 

Robert Kirkman (writer), Ben Oliver (pencils), Jose Villarubia (colors), Pat Davidson (additional inks), VC’s Joe Caramagna (letters), Maruel Bullpen (production), John Barber (editor), Ralph Macchio (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)

Brief Description: 

At the prison inside the Triskelion, guards find the dead body of Mr. Sinister, who finally managed to commit suicide by asphyxiation. While one group deals with the corpse, another guard brings food to “Magneto.” This guard is revealed to be Mastermind, who will now use his powers to take on Magneto’s form to fool everyone. Magneto, in fact Mystique, is relieved from her duties and can now rejoin the real Magneto to complete another part of their plan. Mystique thanks Mastermind and leaves, while Mastermind and his girlfriend, Stacy, stay behind in the cell. Elsewhere, now six weeks after Scott disbanded the X-Men, the school has accepted twenty new mutant students and a few new staff members. Scott has a pep talk with one of the students, Theodore, whom the other kids keep calling Grizzly due to his powers. He later meets up with Jean, where Scott discusses the fact that Toad is the new gym teacher at the school and that he’s looking for new staff members, and is impressed at the résumé of an Irish guy Moira MacTaggert recommended. Meanwhile, Gerald again contacts his associate at the Hellfire Club, but he doesn’t answer it this time, as he is too busy with his new girlfriend… Emma Frost. At her school, Emma has a talk with Colossus, Angel and Northstar, introducing the three youngsters to her new boyfriend: Shinobi Shaw. Back at the Triskelion, Nick Fury has a meeting with a scientist who is revealed to be none other than an alive and well… Hank McCoy! Hank managed to reverse the Weapon X effects that turned him blue and furry and is now back in his human form, but isn’t allowed to talk to the X-Men or his parents. Instead, Fury wants him to find a cure for the Legacy Virus, which Hank understands needs to be taken care of. In Manhattan, a member of the Mutant Liberation Front beats up a police officer, but gets later killed by a Sentinel. In the sewers of New York, Nightcrawler went in search of the Morlocks and after hours of tracking them down finally locates them. Later that night, Storm has another nightmare about the Shadow King and his monsters, and upon waking writes that dream into her play. However, she is interrupted by Bishop, who needs her help… in creating a new team of X-Men!

Full Summary: 

The Triskelion...

A few SHIELD soldiers carrying guns enter one of the many cells at the Triskelion and wonder what happened here. They find a deceased Mr. Sinister, who apparently committed suicide by putting a shirt in his mouth. The warden explains to the soldiers that Mr. Sinister (or whatever his real name was) has been on suicide watch for months. No belts, he constantly searched for weapons, he’s even wearing a weak fabric so he couldn’t use his own clothes to hang himself! But there’s still that part in “suicide watch” about watching him, and the warden blames the soldiers for that mistake. He angrily asks the soldiers if they realize how long Sinister would have to go unwatched to be able to stuff his shirt down his throat and suffocate?! He is furious at the soldiers and tells them to just send someone who can clean up this mess. The soldiers obey.

In another cellblock, another soldier enters, carrying some food for another prisoner. The soldier guarding the cell notices lunch is early today. The soldier carrying the food claims that he’s just anxious to poison this scumbag. The guard totally agrees and would do anything to get off this creepy detail. When the soldier asks what kind of mood their prisoner is in today, the guard replies the prisoner is moody. He’s just sitting there, like always. He paced a little before. He thinks maybe their prisoner is depressed, which he thinks serves the prisoner right for being a terrorist. The soldier agrees and thanks the guard for the info. He walks inside the cell with the food.

And in that cell… is Magneto?! Magneto stops playing chess and also notices lunch is early today. The soldier mentions he hoped Magneto wasn’t hungry. He drops the illusion and reveals himself to be… Mastermind! And he brought another, female mutant with him as well. Magneto is surprised and asks Mastermind what he’s doing here. Mastermind mentions that, apparently, Magneto’s services are needed elsewhere. He’s here to relieve him. But Magneto doesn’t have to worry: the guard is seeing him taunt Magneto with the tray of food before finally giving it to him, so he can relax.

Mystique transforms back into her normal self. She is glad to hear this, because she was getting sick of this form. As much as she loves the man, being him is no great shakes. She asks who the girl Mastermind brought is and why he brought all those stuff. Mastermind explains his powers will allow him a little more comforts from home than Mystique’s powers did. He wouldn’t want to stay alone in here because he wouldn’t last a week. Luckily, he can catch up on some DVDs now, spend time with his girlfriend… this will be like a vacation for him. He introduces her as Stacy and met her in Magneto’s little commune.

However, Mystique doesn’t know what Mastermind is talking about. He mentions that’s where Mystique will be heading to. He’s sure the big man will tell her all about it. He takes out a GPS phone out of his bag, which has already the coordinates programmed in it. He thinks Mystique should probably be going now as he took his time getting here. And, Magneto is already waiting. Mystique jokes she sure is in a hurry to get out of here, and transforms in the soldier Mastermind had turned himself into earlier. She asks how she looks now.

Mastermind thinks it’s okay but he thinks he was wearing a nightstick, which is missing on the form. Mystique shapes the nightstick on her belt, and repeats her question, pointing the nightstick almost in Mastermind’s face. He jokes it works but doesn’t want Mystique pointing that thing at him. He wants her to enjoy her time out, but also not to leave him in here for too long. Mystique promises she’ll be back here to pose as Magneto again as soon as she can. She mentions Mastermind and his girlfriend should get comfortable. She walks outside the cell and, once out, with furious yellow eyes calls Mastermind a loser.

Xavier’s… six weeks after Scott Summers disbanded the X-Men…

Scott finds a lone student sitting on the stairs and asks Theodore if everything’s okay. Theodore angrily says the kids are calling him names again. It’s just not fair. If he could control his powers, he’s sure they would never mess with him again. He shows Scott his big arm, which is all covered in brown fur and has clawed nails. Scott asks Theodore to be calm, as he knows his powers act up when he gets excited. He’s certain that over time Theodore will learn to control them. And besides, he just started here. It’ll all work out. He promises the other kids are just as scared and nervous as Theodore is. This is a new thing for everyone here.

Theodore just wishes the other kids would stop calling him names. He’s not mean to them, so he wonders why they’re mean to him. Scott asks Theodore what the kids are calling him. “Grizzly,” he says with a tiny smile on his face. Scott smiles back that isn’t so bad. It’s no worse than Cyclops or Beast, when they’re talking mutant names. He wants Theodore to embrace the name, as that’ll take away the other kid’s power over him. If Theodore accepts the name, it won’t upset him. Theodore mocks his name is exactly like Beast. Scott suggests they’ll go inside now.

Once inside, Scott finds Jean, for whom he was looking. He takes goodbye from Grizzly and thanks Scott for the talk. “Grizzly,” Jean asks Scott, who defends he likes the name. He wants to know how it went. Honestly, Jean thinks they bit off more than they can collectively chew. She’s seriously pushing her limits. She’s got cafeteria staff, janitors, a hall monitor… that and she’s got to keep people convinced they’re not seeing any mutants. They can’t find mutants to fill the jobs and she doesn’t want the students scaring these people away. And she’s got to keep an eye on Scott’s questionable faculty addition.

Scott doesn’t think they need to worry about that. Toad is doing a great job with the athletics class. Rogue and Iceman are the only X-Men who stayed behind and, as young as they are, they’re going to be students for a long time, before they can ever be teachers. Toad knows what he’s doing. Scott thinks Toad has been misled in the past, taken a few wrong turns on the path of life but that he is a good person. Scott asks Jean if she would feel more comfortable if Toad slept with her and then tried to kill him. They had Wolverine running around there for so long. Jean tells Scott she makes him question the ethics of erasing memories far too often for his own good. She’ll try not to bring up Toad again until he kills a student. Scott takes her hand, finishing that all he’s asking.

He recalls they’re little more than five weeks after they announced open enrolment and they’ve already got twenty new students. They could be off to a much worse start. Jean agrees but they just need to get some more instructors in there and then she’ll feel much better about this whole thing. Scott looked over the résumé of the Irish teacher Moira MacTaggert suggested. It looked very promising. The guy has a lot of experience and it might just work out. Jean is glad to hear that as they could use all the help they can get. They pass Gerald’s office, who asks Scott to close his door as he needs to make a phone call. Scott does as told and Gerald thanks them.

Emma Frost’s Academy of Tomorrow, Chigaco, Illinois…

Emma is walking through the gardens with a friend, whose phone goes off. He takes it and the phone’s display screen reads the call comes from… Gerald. The guy puts his phone back into the pocket of his jacket and just smiles it isn’t important, that it’s just someone from work. Emma thought he had the day off, and is a bit upset they can’t leave her friend alone for just one day.

They run into Peter, Warren and Northstar and Emma asks where they are going. Jean-Paul says he’s taking the two over to Slam Dunks. Peter hasn’t had a colossal burger before, and he thinks it is a social injustice. Peter jokes he’s looking forward to eating until he gets sick. Emma is okay with it, but seriously doesn’t want the boys to use any powers. And, she also introduces them to her new, uh… boyfriend… Shinobi Shaw!

New York City, deep underground…

Nightcrawler is in the sewers and is disgusted by its awful smell. He notices a mutant with a green skin and tells him to stop. Kurt has been down here for hours… searching and thinks he has been running in circles. He’s looking for the Morlocks. The mutant tells Kurt to follow him. He opens a large door, and says Kurt to go through. Kurt does and enters a very big room with other, hooded mutants. The mutant smiles tht Kurt has now found the Morlocks.

The Triskelion, the science lab level, far beyond the prison level…

Nick Fury enters the lab and apologizes for being late. There was an incident on level six, the penitentiary level. Something that needed his attention. He hopes the scientist understands. He does, and hadn’t even noticed Fury was late, as he has been somewhat preoccupied all day. There has been a lot on his mind lately. Fury knows what the scientist is doing is hard, but he assures him, what Professor Xavier and he did was for the scientist’s own good. He needed to stay focused on his work. If he were too concerned with his friends, it would have been an additional distraction. Fury agrees it was less than an additional situation, but it…

The scientist, who hangs upside down while he’s working on a machine, interrupts Fury by saying Fury made him believe he was keeping in regular contact with his family and friends. But he tricked his mind into remembering conversations with them, and it took Xavier dying for the effects to wear off so that he could see through it all. Everyone the scientist ever cared for thinks he’s dead, and to him that seems at least a few miles past being a “less than ideal” situation. And, he asks Fury, how long did it take him to schedule this meeting with him? Two weeks? Three? And he’s still late? He wants to know what makes Fury think he’s not just going to quit and walk out of there.

Fury tells the scientist that he just can’t. And he reminds Dr. Hank McCoy not to forget who he’s talking to! Hank jumps down and looks a bit sad. Fury explains to Hank they thought he was dead. Everyone thought he was dead. When Hank was resuscitated at the hospital, it was a shock to them all, but it was an opportunity they could not pass up. They know what’s at stake here. Admiral Stryker and his plan to assassinate the president blamed it on the mutants. That wasn’t the endgame, it was just the beginning. Hank knows this, and he knows all about the Legacy Virus.

Hank still looks sad. Fury further explains that Hank’s team, everyone here, has made such advances in finding a cure for this virus Stryker compromised, and all with Hank’s help. They gave Hank a singular purpose, one thing to focus on. The clock is ticking on this virus to leak out, they have it, they’re aware of it, but they can’t be certain they control it. They have to find a cure. Hank says he knows. Fury also notices Hank has finally reversed the effects of the Weapon X experiment. There’s no fur now and Nick smiles Hank looks much better. Hank thanks Fury for that and he feels much better, too. But he doesn’t think he’ll ever be able to get rid of his fanged teeth. Fury asks Hank what kind of progress he is making on this thing. He wants to know how close they are to being in the clear on this.

Hank admits they’re much closer today than they were yesterday. To say anything more would be entirely too optimistic and incorrect. They’re doing everything they can, and Hank reminds Fury he knows how important this is to him. Fury leaves, wanting Hank to remind him if there’s any new breakthrough or discovery.

Lower Manhattan…

A mutant with three faces has beaten up a police officer and now runs for his life. Someone grabs the mutant and calls him a freak. The mutant hits the man in his face with a crowbar, shouting at the fascist to let him go. The mutant proudly declares that they are the Mutant Liberation Front, and they won’t rest until the world knows the truth about Xavier. “Death to the humans,” he concludes. The mutant keeps running, not noticing that he’s being watched and scanned and is identified. Suddenly, a blast strikes the mutant, which kills him. As the mutant’s corpse drops on the floor, a Sentinel hovers over him…

Somewhere else…

Storm find herself in a dark place. She panics and doesn’t know where she is. She calls out for help, but no one responds. A very menacing voice tells Ororo she is foolish to try to run, claiming she can’t escape him. “Oh no… not you,” Storm panic, as she falls on her knees. A host of monsters suddenly appear out of the shadows and surround Storm, while the malicious voice triumphs over Ororo, declaring she can’t escape… the Shadow King!


Storm wakes up from her nightmare. She sighs that that was the worst one she had in a while. She opens her laptop and sees she has a lot of new e-mails, including one from Kitty. She decides to read the mails later, as she first has to jot her nightmare down before she forgets about it. She writes another page on her play entitled “the Shadow King.”

Suddenly, here’s a knock on the door, and Ororo goes to open it. To her surprise, it’s Bishop, explains that the world needs X-Men. And he needs Storm to help him find them.

Characters Involved: 

Cyclops, Marvel Girl, Storm (all former X-Men)


Mr. Sinister

Mystique (also in disguise of Magneto)


Stacy (Mastermind’s girlfriend)

Grizzly (one of the new students at Xavier’s)

various other new students at Xavier’s (all unnamed)

Gerald Lavine

Angel, Colossus, Emma Frost, Northstar (all Academy of Tomorrow)

Shinobi Shaw


various Morlocks (all unnamed)

Nick Fury


a member of the Mutant Liberation Front (unnamed)

a Sentinel

SHIELD soldiers (unnamed)

SHIELD prison warden (unnamed)

In Storm’s nightmare:


Shadow King’s monsters

Story Notes: 

On the chest of the deceased Mr. Sinister is a tattoo of a sun, something that wasn’t spotted before.

Mystique had been impersonating Magneto ever since Ultimate X-Men #65.

First appearances of the ultimate versions of Stacy X and Shinobi Shaw. This issue also marks the first appearance of the Grizzly from this universe. A future version of Grizzly was seen during the earlier Cable storyarc.

This issue also marks the first mentioning of both the Legacy Virus and the Mutant Liberation Front to exist in the ultimate universe.

Beast was thought to have been killed by Sentinels in Ultimate X-Men #44, but this issue reveals otherwise and what happened to Hank since. Hank’s body was turned blue thanks to Weapon X way back in Ultimate X-Men #8 but he managed to reverse these effects behind the scenes and is now back into his human form.

The Admiral that ordered the Sentinel attack that killed Beast in Ultimate X-Men #44 is finally identified as Stryker, which is probably a reference to William Stryker.

On her laptop, Storm received a mail from Kitty Pryde, who’s missing her. Kitty left the school last issue and now resides in Midtown High together with her ex-boyfriend, Peter Parker, as can be seen in Ultimate Spider-Man.

Issue Information: 
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