Ultimate X-Men #90

Issue Date: 
March 2008
Story Title: 
Apocalypse: part 1

Robert Kirkman (writer), Salvador Larroca (pencils & cover), Stephane Peru (colors), Joe Carmagna (letters), Irene Lee (production), Lauren Sankovitch (assistant editor), Bill Rosemann (editor), Ralph Macchio (senior editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)

Brief Description: 

Jean and Scott contact Bishop and his team for a briefing at the mansion. They report that Carol Danvers has informed them that Nathaniel Essex, who is better known to them as Mister Sinister, is alive and well and back on a killing spree. Subtly, Scott asks Bishop to deal with him, to which Bishop agrees. Meanwhile, Sinister himself is in the sewers where is talking to his “master,” Apocalypse. Sinister thanks Apocalypse for healing him and curing him of his stuttering. He feels more powerful and is confident he can deliver the final five souls which shall transform him. He has located the Morlocks and wants to kill them. Sinister takes over the mind of Leech who leads Sinister to Nightcrawler and the other Morlocks. There, Sinister begins his murder spree, using a mind-controlled Sunder to bring victims. Initially, he is fought by just Nightcrawler, but then by Bishop’s X-Men, giving Nightcrawler a chance to teleport the remaining Morlocks to safety. The battle leads Angel to grab Sinister and take him to the air. However, Angel is distracted when Bishop uses his powers to manipulate those of Storm and Dazzler, allowing Sinister to murder their teammate, who becomes the tenth soul claimed. Sinister himself seems to be mortally wounded in the resulting fall to the ground. While Dazzler cries over her fallen lover, Wolverine becomes incensed, blaming Bishop. Before Bishop can explain, Wolverine fatally stabs him. Though dying, uses his final words to explain this was all supposed to happen so “they” could fix things. Logan asks who “they” are, but it is too late, as Bishop dies. Unseen by the X-Men, Sinister’s body is surrounded by a bright light, which levitates him up to the streets of Manhattan. There, he is transformed… into Apocalypse.

Full Summary: 


Wearing the Cerebro helmet, Jean sits in the office, her boyfriend Cyclops standing a short distance away near the door. Using the device, Jean telepathically communicates with Bishop and urges him to come over to the school, as they’re dealing with an urgent matter. Without objection, Bishop agrees to come and Jean thanks him for doing so. A nanosecond later, even before Jean has finished taking off the Cerebro helmet, a large teleportation portal opens in front of her and Scott. Bishop and his team have arrived.

Jean can hardly believe her eyes: Hank McCoy, her former teammate… is alive and well?! Scott is equally surprised. Sheepishly, Hank says hello to them, as it has been a long time. He explains it turns out he isn’t actually dead, but that is kind of a long story. Bluntly, Scott replies that he’ll make time for that long story and suggests that Hank get started. Having a better idea, Jean stops Hank before he can utter a word and asks to open his mind. After Hank does so, Jean reels with the floor of information, She informs Scott that Hank does have a long story to tell, but they don’t have time for it. However, Scott can be assured it’s really him. She promises to fill Scott in later.

Bishop interrupts, reminding Jean that she said it was urgent. Why did she call them there to the mansion? Jean reveals she has to talk about Nathaniel Essex. A man who is better known to them as… Mister Sinister! He somehow faked his suicide. Carol Danvers at SHIELD just informed the school that Sinister escaped from the morgue. Danvers didn’t find evidence of a break-in, making it clear Sinister broke himself out.

Taking this in, Dazzler says that means the psycho who attacked the mansion and almost killed Bobby is back on the loose. Scott confirms it, adding that Essex is insane. He hears voices and… worse than that… he listens to them. He believes he’s been tasked to kill ten innocent mutants and that, once this mission is complete, he’ll be transformed. Scott reminds everyone Sinister has killed four mutants before, which leaves six mutants in danger until this guy is caught. Last time, Sinister tried to attack the mansion, and they all know that didn’t go well. So, he isn’t worried that Sinister will try that again, but he can’t be sure. His stance against mutant violence doesn’t apply here. Scott simply doesn’t want to leave the school unprotected.

Bishop tells Scott that he understands what he’s trying to ask. He and his team will get Sinister. They can find him.

Beneath the streets of Manhattan…

Sinister stands in the sewers and waits considers his next move. Looking much different, he now has a shaved head and wears an outfit which stops at his upper torso. The outfit itself resembles that of Apocalypse, who Sinister believes speaks to him. Speaking to the disembodied voice, Sinister explains that there exists a whole civilization of mutants down in these tunnels. He heard about it while he was imprisoned and believes it will be very easy for him to acquire the six remaining souls.

“Apocalypse” admits that perhaps he has misjudged Sinister and even compliments that his lackey has proven to be very resourceful. Sinister confesses to his master he feels like a new man. His latest trial even cured him of his stutter. Sinister is feeling more powerful and more confident. He will get the ten souls that Apocalypse wants… and he will complete his transformation. This, Sinister promises.

One of the Morlocks, Leech, notices Sinister. Confused, Leech asks the stranger who it is he’s talking to, as he appears to be alone. Leech asks the newcomer if he’s lost. Immediately, Sinister realizes Leech is one of the Morlocks, the mutants who live down there and asks to be taken to the others. Suspicious, Leech declines, and then asks why Sinister is looking for them. Instead of replying, Sinister uses his power to take over Leech’s mind and repeats his order. Immediately under Sinister’s thrall, Leech obeys and leads him down the tunnel, explaining that it’s not far.

A few minutes later, they stop in front of a door, which Leech opens, revealing an immense, multi-layered chamber. Seeing their arrival, Nightcrawler immediately walks over to Leech and asks who he has brought with him, assuming it’s someone looking for sanctuary. “Not exactly,” Sinister answers as he reaching for his two holstered pistols. Kurt begins to introduce himself as Nightcrawler, but then realizes the newcomer looks familiar. He finally places Sinister a moment before he draws his weapons and opens fire. By then, however, Nightcrawler has teleported away in a puff of smoke.

Leech is not so lucky and it shot. “Only five more souls”, Sinister sighs, standing over his corpse. Before Sinister can find his next victim, Kurt teleports behind him and kicks him in the back. Sinister falls down, but quickly recovers and shoots another Morlock. “Four to go.” As the other Morlocks begin to flee, Nightcrawler orders them all to get to safety. “Soon, Lord Apocalypse,” Sinister utters, “your will be done.” Sinister then takes aim at Caliban but Kurt teleports him away. Though snarling, Sinister doesn’t mind as there’s plenty fish left in the sea. He then directs his attention to a nearby Morlock girl.

Suddenly, Sunder has arrived and tackles Sinister down before he can make the shot. Though Sunder is holding him tight, Sinister uses his power to enter Sunder’s mind and orders him to find him easy victims. Immediately, Sunder obeys, helping Sinister to his feet and pointing out two mutant children. Sinister manages to fire two more shots, hitting at least one, before an outraged Nightcrawler kicks Sinister again, calling him a murderer. “What have these people done to you?!” Kurt demands to know. Sinister ignores Kurt, and simply concludes “three more…”

On that moment, Bishop and the X-Men arrive through a portal. Sinister changes his mind. Why stop there? he wonders. He might as well try for fifteen murders, as he refers to killing the X-Men. Nightcrawler indicates to the X-Men that this is their problem now. He intends to get his people to safety. After that, he promises to come back to help out, if that’s still needed by then. With that, Kurt teleports away.

Bishop orders Beast, Pyro, Psylocke and Wolverine to help Nightcrawler save the Morlocks. The rest of them can handle Sinister. Beast begins to dispute the command, but Bishop doesn’t want to hear it. Wolverine agrees with Hank… he wants a piece of the action, too. He snikts out his claws and attacks Sinister, who telepathically tries to enter Logan’s mind and to tell him to kill everyone for him. Though Wolverine immediately turns on Bishop, he has enough control to warn his teammate, pleading with them to take him down. He can’t control himself! The must do whatever it takes! Dodging Wolverine’ claws, Bishop warns the others not to look directly into Sinister’s eyes.

Nearby, Storm fires a powerful lightning bolt against Wolverine which indeed takes him down. Meanwhile, Dazzler fires powerful lights at Sinister which temporarily blinds, but don’t stop him. Shielding his eyes, Sinister smacks Alison into her face, knocking her back. Still under Sinister’s control, Sunder grabs two more kids, to whom he apologies, explaining that he can’t stop… Before Sunder can finish, Sinister shoots and kills the two children, counting down “three” and “two.” Now turning to the downed Dazzler, Sinister intends to make her number one. Before he can fire, however, Angel quickly flies towards Sinister and lifts him up in the air. Sinister still tries to shoot Dazzler, but his shots go awry.

Below, Bishop helps Wolverine back up, who thinks he’s okay. Storm’s lightning bolt knocked some sense back into him. He asks Ororo if she thinks she can hit Sinister with one of those bolts. She can, but not without hurting Angel in the process. Dazzler wants Storm to blow them apart. She’ll take care of the rest. Hearing this, Bishop silently regards Dazzler’s words.

Above, Warren is still flying Sinister through the air, calling him a monster for trying to kill his girlfriend. “Get between me and my prey and you become the prey,” Sinister answer simply. To this, he adds that Warren will make a fine number one.

Below, Dazzler and Storm suddenly find themselves bathed in radiant energy, generated by Bishop. As Wolverine watches in confusion, Bishop uses Storm and Dazzler to releases an energy bolt which only narrowly misses the airborne Angel and Sinister. The distraction of Angel is enough for Sinister to raise his pistol, shooting him three times in the chest. In tears, Dazzler yells out “No!”

Angered, Logan demands to know what Bishop just did, but he doesn’t answer. Psylocke rejoins the team and mentions that Kurt and the Morlocks are gone. She looks up to find out what startles everyone, and can’t believe her eyes. A moment later, Sinister and Angel smack down on the ground. While Angel doesn’t move at all, Sinister still breathes, though barely. Muttering, he tells his master he did it. That’s ten. He did it…

As Sinister drifts off, a bright light appears which lifts Sinister upward.

Nearby, Dazzler falls on her knees and can’t stop crying because Warren is dead. Watching over her, Bishop repeats over and over again that he’s sorry. Incredulous, Wolverine grasps Bishop, asking if he’s truly sorry. He shouts he saw what Bishop did. He blasted Storm and Dzzler and they missed Sinister because of it. Bishop might as well have killed them himself.

Bishop wants to explain, claiming they don’t understand. Wolverine doesn’t want to hear about it. “No,” he screams at Bishop. He is done. He doesn’t get to explain himself. Wolverine pushes Bishop against a wall, snikts out his claws, and… impales him through the heart!

Bishop falls on his knees, bleeding profusely. He keeps saying they don’t understand. He claims this had to happen… now… like this. If not, Sinister… would have been someone else… someone they couldn’t find… someone they didn’t have records on. Bishop claims “they” planned this… that this is all supposed to happen. That this fixes… everything… they… When Wolverine asks who Bishop means, Bishop promises, “You’ll see.” With that, Bishop’s eyes roll back and he dies before Logan’s feet.

Considering what has just happened, the X-Men stand in silence. Psylocke tries to comfort Dazzler, while Storm and Bishop embrace. Wolverine and Pyro simply stare at the fallen Bishop. Finally speaking, Beast wonders something aloud… where did Sinister’s body go?

Up on the streets of Manhattan…

Surrounded in a bright light, Sinister’s body is levitated out of the sewers and out in the open street. Finally, gravity returns its hold on him and he lands on the pavement, shattering it. By the time the blinding light surrounding him subsides, Sinister is transformed. Now wearing a grey skin, cloaked by a flowing blue cape, he stands up, he looks at all the people running away from him.

Finally, he says. Sinister is no more. Now… is the time for Apocalypse!

Characters Involved: 

Angel, Beast, Bishop, Dazzler, Pyro, Psylocke, Storm, Wolverine (all X-Men)

Cyclops, Marvel Girl (both former X-Men)


Leech, Nightcrawler (all Morlocks)

various unnamed Morlocks

Story Notes: 

The X-Men first dealt with Sinister throughout Ultimate X-Men #46-49.

Sinister was revealed to have killed himself in Ultimate X-Men #81.

With Nick Fury out of the picture, SHIELD was thinking about promoting Carol Danvers as the new head of SHIELD at the end of Ultimate Power #9. This issue further explores that idea.

Issue Information: 
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