Ultimate X-Men #82

Issue Date: 
July 2007
Story Title: 
The Underneath: part 2

Robert Kirkman (writer), Pascal Alixe (pencils), Danny Miki & Victor Olazaba (inks), Jose Villarrubia (colors), VC’s Cory Petit (letters), Rich Ginter (production), John Barber (editor), Ralph Macchio (editor), Joe Quesada (editor-in-chief), Dan Buckley (pubsliher)

Brief Description: 

Nightcrawler has located the underground living band of mutants called the Morlocks and tries to join them. After being introduced to their leaders, Sunder and Callisto, and some others, Kurt has to prove himself in a battle against Sunder, which he wins. Kurt explains a bit of his own history and, in return, Sunder reveals the Morlocks believe a war between humans and mutants is inevitable. They’re preparing to defend their home, even though they wish to remain out of the conflict, as they realize they can’t hide forever. Toad also visits the Morlocks on behalf of the X-Men and tries to convince them to come to live at the school, but Sunder now believes he has two X-Men spies and begins to attack them. Both Toad and Kurt are defeated and taken prisoner. A day passes and Scott becomes worried about his agent and, despite the fact that Jean disapproves and thinks it’s a trap, she joins Scott, Iceman and Rogue on a rescue mission. At the same time, Bishop and Storm continue to create a new team of X-Men. After they rescue Pyro from an attacking Sentinel, they teleport themselves and Pyro back to their secret base, which is in Australia. After helping Pyro get settled in, Storm and Bishop leave again to try to convince another mutant to join their cause: Dazzler!

Full Summary: 

Nightcrawler has found the Morlocks, but is shocked at discovering on how they live underground. It’s a huge place with a many rooms and stairs. Kurt’s guide welcomes him to Morlock Town, or as they like to call it, home. If Kurt is going to stay, he has to talk to Sunder, as he’s the one who makes the rules around there. Kurt surmises that Sunder must be the leader or something.

Joining them, a woman comes from some stairs and says she’ll take it from there. She asks Kurt to follow her, who is quite impressed at the setup they have here as he was expecting something much less… “Functional,” Callisto thinks Kurt meant to say. She thinks he probably expected a bunch of ugly mutants living in a drainpipe, eating sewer rats. They’ll start on that first; Kurt’s low opinion on mutants. She warns him not to let topsiders make him think less of himself because he’s better than any of them. Kurt thanks Callisto, and asks what her name is. The two introduce themselves.

Callisto promises that she’ll introduce Kurt to everyone later, but first points him to a corner where the young mutant girl Sparks is sitting. She’s the one providing the Morlocks with all the clean, mutant energy. Only downside is they sleep when Sparks sleeps, or else they would be sitting in the dark. But they get along pretty well along here. They’re mostly vegetarians. They’ve got hydroponics gardens, and can grow their own food down there. They make their own clothes, and are pretty much on their own. Everyone is welcome there until they prove otherwise.

She asks Kurt if he would like to stay with them, and he would very much. In that case, Callisto concludes, Kurt has to defend himself, and promptly kicks him in the stomach. When a confused Kurt asks what’s going on, Callisto reveals that they’re forming an army down there, strong enough to withstand any resistance from the world above. Kurt has to prove himself if he wishes to stay. They need to know if he’s useful. Caliban emerges from the shadows and again kicks Kurt, wanting to make sure he won’t be worthy. He refuses to share his room and food with Kurt. Kurt warns Caliban not to mistake his lack for preparedness for weakness. He makes a somersault, kicking Caliban in his face. He assures Caliban he’ll be more than capable of fighting back.

Caliban refuses to give up and keeps on fighting. However, Kurt demonstrates even more graceful moves and trips Caliban over, then teleporting him to a safe spot. He asks Callisto if this was enough proof and, if he not, he could just go on trying to impress them. Caliban mopes that he’s in pain and wants to make Kurt pay. He grabs him tight, and then… starts transforming into a huge monster! Callisto warns Caliban to stop, fearing he’ll kill Kurt, but he’s confident Caliban will do no such thing. He teleports away again and, on that moment, someone shouts out “enough!”

Sunder reveals himself from the crowd, concluding that Kurt has proven himself. He also thinks Kurt will make a worthy addition to the Army of the Underneath. He promises they won’t attack Kurt anymore, and that he’s one of them now. He then offers to show Kurt around, and Kurt follows. Unseen by Kurt, among the crowd was another mysterious, hooded person watching the battle. Once Kurt is gone, the individual lowers his hood, revealing the visage of Toad.


Jean is angry at Scott for sending Toad on missions now, but Scott disagrees. He reminds Jean they’re not the X-Men anymore, and defends that he just sent a faculty member on a recruitment drive. Jean can’t believe Scott wouldn’t just wait two weeks before sending Toad into the world and represent the school. She doesn’t trust him, though Scott says he does. He recalls that it was Toad who told them about the Morlocks. Scott explains to Jean that the Morlcoks are a group of mutants who have separated themselves of society because of their appearance. And something tells Scott sending Jean or Bobby down their with designer clothes would come over as a slap in the face for those people. He wants the Morlocks to feel welcome at the school.

Jean, in turn, reminds Scott she never said he didn’t have a good reason to send Toad. She’s just worried about the amount of trust Scott is giving him. And she mocks she doesn’t wear designer clothes. Scott explains they need more students. He would like to establish the mansion as an official school, but they need more students for that. They need more teachers too, but they’re already working on that. He knows this building can’t house more than a thousand students, and doesn’t know if there even are that many mutants in this country. And until Jean learns to work with Cerebro like the Professor did, they’ll have to find students any way they can.

Jean understands that and realizes they can’t just put an ad in the paper. They have been getting a steady stream of youngsters by contacting parents of mutant-support groups. She understands Scott has a vision for what the school can be, and can see it’s important to him. It’s important to her as well. The more she thinks about it, this is the way Scott will change the world. It’s still Xavier’s dream, but more practical, somehow. It’s just going to take time.

Scott asks Jean if she saw the news. Jean did, and she saw the Sentinels. She’s got a call today from Fury, who said there haven’t been any confirmed sightings. She asks Scott if he thinks the government could have really reinstated the Sentinel initiative, and if those reports are real. He honestly doesn’t know.

Meanwhile, somewhere in the city…

Pyro is under attack by a Sentinel. He panics and throws his flames around, some managing to hit the Sentinel. However, as he then flees, he is suddenly rescued by none other than… Storm! She flies him up in the air and promises they’ve got his back. Pyro wants to know who they are, to which Storm, though uncertain, answers “the X-Men.” While she flies Pyro to a safe spot, Bishop jumps on the Sentinel’s head. He starts crushing it, and jokes this would have been easier without the fire. A few seconds later, the Sentinel explodes, after which a charged up Bishop jumps down, complimenting himself he did a good job. As the former Sentinel falls down, he coughs slightly at the dust.

Having watched the battle from a roof, Pyro is impressed at the strength Bishop has, for a man his old age. Storm corrects that Bishop isn’t strong at all, explaining he’s got some sort of mutant aura, and can change the weight and density of things he touches. She’s no physics teacher, but she thinks Bishop just used the air around it to crush that Sentinel’s head, and then made himself lighter than air to float down to the ground. It’s all pretty impressive, certainly at Bishop’s age.

Suddenly, a huge, blue portal opens behind Storm and Pyro, and Bishop steps through it. He thanks the two for the compliments. Pyro recalls he doesn’t know Bishop from the X-Men he saw on TV. Bishop explains that he’s new and that he and Storm are forming a new team. When Pyro asks how many X-Men there are, Bishop replies it’s just he and Storm for the moment, and Pyro would make three. He asks Pyro if he’s interested. Thrilled, Pyro replies, adding that he had been looking for them. Bishop smiles he knows, and that he knows everything about Pyro. That’s why he’s there, asking.

The Morlock tunnels…

Sunder and Kurt pass Sparks again, their little generator. Sparks welcomes Kurt to their home, and he in turn thanks her. Sunder mentions Kurt will find living with them to be quite comfortable. He shows him the sleeping quarters and says he will get him a bed assigned right away. They need to be well-rested for the coming war. When Kurt wants to know more about that, Sunder explains that it will be humans against mutants. They Morlocks believe it’s only a matter of time before tensions escalate into an all-out war, so they must be ready for it. They desire to remain isolated from this conflict, but they are realistic and know they can’t hide forever. They must be ready to defend their home when the time comes.

Kurt understands. Sunder then asks Kurt how he got there, and what his life was like in the world. Kurt reveals he was experimented upon, as a weapon by a shadow branch of the United States government called Weapon X. He was eventually rescued by the X-Men, and joined them soon after. They were his friends, but betrayed them. Kurt thinks about it for a while, and then realizes he made a terrible mistake. Sunder becomes furious when he hears Kurt is one of the X-Men, calling them the surface world’s pet mutants. And he dares insult the Morlocks by coming there? Kurt promises he is no longer one of the X-Men, and came here alone. Completely alone. Sunder’s anger begins to subside when he sees a morose Kurt confessing he has nowhere else to go.

Leech enters the room and informs Sunder they’ve got a visitor who wishes to talk to him. Sunders wonders how they’ve gotten so popular out of a sudden, but allows Leech to bring the visitor in. Toad takes off his hood, and explains that he was told Sunder is the leader of the Morlocks. If that’s really the case, he thanks Sunder for taking the time to talk to him. He has come there to make an offer. He admits they’ve got a nice civilization down there, but it’s true that it’s far from perfect, and that they don’t have to live this way. He’s coming here on behalf of Xavier’s school, a school for mutants that is offering everyone here, under their wing. The Morlocks wouldn’t have to live like this anymore and could be safe. And they would teach them. Sunder becomes angry again and thinks he has two X-Men spies in his ranks now. So enraged, he attacks Nightcrawler.

Kurt tries to explain himself, but Sunder won’t let him and Kurt has to teleport himself into safety. Sunder instead attacks Toad and punches him into the air. Another Morlock hits Kurt on the head with a crowbar, and with him down drag him away. Toad sticks out his tongue against Sunder, who warns his fellow Morlocks they’ve got to take their first prisoners of war.


Storm, Bishop and Pyro have stepped through his teleportation portal. In mid conversation, Pyro is surprised to hear Bishop really came from the future. Bishop explains that that’s where he got all this equipment, and adds that his chronal displacer was destroyed, so he got stuck here, but he still has plenty of tech and weapons from the future that still work. Storm looks around the basement-like place they are in, which is filled with boxes, and asks where they are. Bishop claims that this will be their new base, though it still needs a lot of work. But he’s sure it will be at least a fraction as comfortable as the mansion was. Storm jokes the place is already better than the apartment she lived in after she left the mansion. Pyro says the same thing about his place.

Storm repeats her question of where they are, to which Bishop answers simply that they’re somewhere they’ll be safe. Somewhere their enemies will never think to come looking. He opens a backdoor and tells Storm to look outside. She does, and can see a river with boats, and recognizes they’re in Australia, which excites her. Bishop tells Pyro to get comfortable and to unpack, and also that there is food here if he’s hungry. He and Storm have to leave but they’ll be back shortly. When Storm asks where they’re going, Bishop smiles that they’ll be going to another recruit.


Jean is angry at Scott when he informs her Toad has been out of contact for a day now. He’s worried about him and they have to investigate. It’s probably nothing, but they don’t know how hostile these Morlocks are. Jean asks Scott if he didn’t give Toad a cell phone. He did, but he’s underground and, if the Morlocks have him, Toad won’t be able to contact them. Jean wonders how Scott can be sure Toad isn’t one of the Morlocks and is luring them into an ambush. Scott says it’s because he trusts Toad. He leaves to get Rogue and Iceman, and is determined to go after Toad. And if Jean disapproves, she doesn’t have to come with them.

Later, halfway across Manhattan…

Traveling in a train, Bobby looks around the rather gross people around them, and jokes to Scott, Jean and Rogue that they used to have a jet.

Meanwhile in New York, at the scummiest, dirtiest bar in town…

Storm and Bishop enter the bar and she calls this place a dumb, and asks why they are there. Bishop says they’ll find another important addition to their team there. Storm surmises that Bishop knows everything there is to know about mutants, because he comes from the future, and he’s able to use that knowledge to find people? She finds that weird. Bishop corrects that he knows a lot about the best, most powerful, most important-to-history-mutants, but he doesn’t know everything. She saw how long it took for them to find Pyro. He calls this team very important and says that, by killing Xavier, Cable has altered history as Bishop knows it. He knows what’s supposed to happen, but that doesn’t mean it will.

The mutants that shaped his history, the legends, if he doesn’t step in and do something, those people may never become legends. Storm can’t believe they’ll find one of those legends in this creepy bar. Bishop claims that this recruit is one of the most powerful, most important mutants to his cause. This mutant has unlimited potential, but they have yet to realize it themselves. He spots “them.”

They walk towards a coach, where a drunk person is sitting… and that girl is none other than… Dazzler! Bishop asks Dazzler to allow him to introduce himself, as Storm looks on in disbelief.

Characters Involved: 

Cyclops, Iceman, Marvel Girl, Rogue, Toad

Bishop, Pyro, Storm (all current X-Men)



Caliban, Callisto, Leech, Sparks, Sunder (all Morlocks)

various other Morlocks (all unnamed)

a Sentinel

various people on a subway (all unnamed)

various people in a pub (all unnamed)

Story Notes: 

First appearance of the ultimate Morlock versions of Caliban, Callisto, Leech and Sunder. It’s also the first appearance of Sparks, who doesn’t have a counterpart in the 616 universe.

Though Leech isn’t named in this issue yet, it’s clear enough that it’s him.

It’s at this point unknown who the “they” are Bishop talks about recruiting when he and Storm enter the bar, as the only person shown is Dazzler.

Issue Information: 
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