Ultimate X-Men / Ultimate Fantastic Four Annual #1

Issue Date: 
November 2008
Story Title: 

Aron E. Colette & Joe Pokasi (writers), Dan Panosian & Mark Brooks (pencilers), Danny Miki & Troy Hubbs (inkers), John Rauch & Antonio Fabela (colorists), Comicraft’s Albert Deschesne (letterer), Brandon Peterson (cover artist), Paul Acerios (production), Lauren Henry (assistant editor), Lauren Sulkowitch (editor), Ralph Macchio (senior editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)

Special thanks to Chris Allo

Brief Description: 

20 years from now, a team of X-Men (Wolverine, Rogue, Shadowcat, Captain America and a male Phoenix) hijack a train, and send it crashing into the Baxter Building - where it materializes in the present day, just as Mister Fantastic and the Invisible Woman were about to go on a date. The X-Men attack the Fantastic Four, and after a quick fight, the X-Men depart, with Mister Fantastic as their prisoner. Meanwhile, at the home of the X-Men, Rogue tries to talk to Wolverine about the drug Banshee, but he isn’t interested in talking about it. They are soon summoned by Jean Grey, who, along with Iceman and Firestar, now a full-fledged X-Man, are visited by the remaining three members of the Fantastic Four, distraught that an apparent team of X-Men kidnapped Mister Fantastic. The X-Men and Fantastic Four team up to find the other X-Men team, during which both the Human Torch and Thing make passes at Firestar. Mister Fantastic meanwhile is being tortured by the male Phoenix, who has trouble killing him. Mister Fantastic reveals that he knows Phoenix is Franklin, who is his son, explaining that he has seen all the alternate realities. Phoenix is then skewered by Wolverine. Captain America, Rogue and Shadowcat find the Wolverine Sentinels responsible, and a fight follows, during which the future Rogue is killed. The present day X-Men and Fantastic Four arrive to find the future Rogue, murdered. Jean reveals that Captain America is actually Cyclops, but no longer a mutant. Cyclops explains what happened, before he dies. The future Shadowcat and male Phoenix hold up a head of one of the Wolverine Sentinels and explain a bit about them. The Invisible Woman confronts the male Phoenix, before the future Shadowcat cryptically tells everyone that they have no idea of what they are trying to prevent from happening. Back in the future, the Wolverine Sentinels capture the future Iceman, while Mister Fantastic breaks out of his cell, only to be confronted by the future Fantastic Four!

Full Summary: 

New York City. 20 years from now. Onboard a speeding train, several passengers mill about, while two Police Officers stand around. Suddenly, a voice exclaims ‘Everyone listen up! This is a high jacking! Anyone moves and you lose a leg!’ the man who speaks is none other than Wolverine, a.k.a. Logan, who holds his deadly adamantium claws outstretched. Flanked by Rogue who has bone claws sticking through her hand and large feathered wings, Shadowcat, a young blond man, and a muscular man wearing a uniform that half resembles the X-Men costume and half Captain America, who orders everyone to get off the train, therefore no one will get hurt. ‘You don’t want to get off at our stop!’ he remarks.

‘FREEZE!’ one of the Police Officers exclaims, pointing their guns at Wolverine and the others. ‘No one’s going anywhere! Radio for Sentinels, now!’ he orders. ‘Kitty?’ rhe muscular man calls out. ‘On it, Cap!’ Kitty exclaims as she shoots webbing from her wrists at one of the Police Officers, causing him to drop his gun as she ties him up, while Cap throws his shield at the other cop. Cap turns to Wolverine, who announces that the cops tripped the alarm, and the Sentinels are fast approaching. Cap declares that they are running out of time, and orders Kitty to get to the control room, and turning to the young blond guy, he addresses him as Phoenix and tells him to get the civilians out of here.

‘You heard the man, move it!’ Phoenix orders. ‘Move it’ the civilians all mumble in time as they file out of the train under the mental influence of Phoenix. Rogue asks Phoenix if he can’t get them going any faster, to which Phoenix replies ‘Not without turning their brains into goop!’, before shortly announcing that everyone is off. Rogue turns to Logan and asks him if he is sure this is going to work. Logan asks what choice do they have. ‘We stop this now or we get dead like the rest of them!’ he exclaims. ‘I know, it’s just…’ Rogue’s voice trails off, before Wolverine takes her in his arms and kisses her. ‘If we go out, we go out fists-first’ Logan tells Rogue. Kitty announces that the train engine is chugging as fast as it can. ‘This is it!’ she declares. ‘…forgive us our trespasses as we forgive those that trespass against us. And lead us not into temptation, but deliver us from evil…’ Cap utters.

New York City, specifically, the Baxter Building, headquarters of the Fantastic Four. The present day. ‘Reed Nathaniel Richards!’ shouts Susan Storm, a.k.a. the Invisible Woman, standing in a slinky black dress, she tells Reed a.k.a. Mister Fantastic, who is sitting at a console, various technical objects before him, that the only reason she agreed to this “date” was because she stupidly believed that he had changed. ’Sue’ Reed replies, trying to interrupt, but Susan continues: ’I thought you were going to be caring and considerate and…’ ’Sue’ Reed tries once more to interject, ’…I blame myself, really. I’m a smart girl. I’m smarter than you!’ ’SUE!’ Reed shouts now. ’What?’ Susan asks.

Reed stands up and hands Sue a bunch of red roses. ’Are those for me?’ Susan asks, smiling. ’Yes. Drinks at Madeline’s. Dinner at Nobu. Dessert at Le Cirque. I just need to get changed!’ Reed exclaims. ‘You cheated, didn’t you?’ Sue asks, telling Reed that she knows him and that she suspects that when she was mad, he used his time platform to go into the past, to buy the roses and set up the reservations. ‘Besides the unimaginable consequences those actions could have on the time stream - how could you think that I would ever do something so callous?’ Reed asks innocently. ‘Give me some credit, you didn’t turn the stupid thing off’ Susan snaps back, turning away from Reed, who turns to his time platform, and exclaims that he didn’t even turn it on, when, suddenly, a certain train from the future appears, driving straight through the time platform and into the Baxter Building.

Reed pushes Susan to safety, asking her if she is okay. ‘Are you okay? You’re okay?’ he asks over and over. Susan replies that she is fine, and asks Reed to let her go as he is squeezing her spleen. Susan’s brother, Johnny a.k.a. the Human Torch, and their teammate Ben “Thing” Grimm, rush into the lab, with Johnny asking if everything is all right, ‘It sounded like a train crashed into our building!’ Johnny exclaims, before laying eyes upon the train. ‘What the? A train crashed into our building!’ he shouts, while the Thing mutters that he thinks Reed did this. ‘I didn’t do anything, Ben. Why does everyone always assume I’m the one to blame!?’ Reed mutters. ‘Because’ Ben simply replies.

Suddenly, a large burst of energy, materializing as a Phoenix Raptor appears, shoving two train doors from their rungs, and the X-Men step out. ‘We made it. We did it. Thank God we found the Fantastic Four!’ Cap exclaims. ‘Since when is Captain America an X-Man?’ Johnny asks Susan, motioning to Cap, who is shaking Reed’s hand. Cap responds to Johnny’s question by exclaiming ‘Since America turned against every mutant on the planet. They’ve been hunted - imprisoned - executed. We didn’t know what else to do. We had to find you!’ Cap declares. ‘How can we help?’ Reed asks, smiling. ‘You can die!’ Cap exclaims as he tosses Reed into the air with ease, and calls out to Logan, who responds by lunging up at Reed and shoving his claws through Reed’s stomach, causing Reed to scream.

Rogue lifts Shadowcat into the air, while Phoenix unleashes his power upon the Invisible Woman, who blocks it with a shield. Cap blocks the Human Torch’s fire with his own trusty shield, and Wolverine holds Mister Fantastic to the ground, as Reed tells him that he cannot slice someone who doesn’t have internal organs. ‘This is gonna be harder than we thought!’ Logan mutters, while the Thing rushes over, assuring Reed that he is coming. But Rogue drops Kitty down in front of the Thing, telling him that she cannot let him do that. Ben looks at Kitty and remarks that he knows her. ‘You’re Spider-Man’s ex-girlfriend, right? What’re you gonna do? Phase through me?’ he asks. Kitty smirks as she reveals that she has learned a lot in the past twenty years. ‘I can make my molecules super-light…or super-dense. Kinda like you!’ she exclaims as she smacks the Thing hard enough so that he topples over.

The Invisible woman holds her shield up still, asking her young attacker why he is fighting them. ‘What did we do to you?’ she asks. ‘This has nothing to do with you. It’s his fault!’ Phoenix exclaims. ‘We’re a family. You go after one of us, you go after all of us!’ Susan exclaims, before she encases Phoenix in an invisible bubble. ‘Family? You don’t know the meaning of the word. You don’t understand. You never understood what it was like!’ Phoenix exclaims cryptically, while banging on the bubble with his fists. ‘Who…? Who are you?’ Susan asks, before Phoenix breaks down the invisible bubble, and uses a Phoenix Raptor to attack Susan. Cap shields himself from Johnny’s blasts still, and one of them ricochets off his shield, and hits Susan in the side. Cap exclaims that this isn’t working and declaring that the need some distance, he tells Phoenix to get the X-Men and the target out of here.

Phoenix grabs Reed in a raptor claw, while Reed extends his arm, reaching out to Susan, who holds onto him, telling him not to let go. But Phoenix’s thrust is more powerful and he flies away with Reed in his grasp. Phoenix flies overhead, with his power holding up Cap and Reed. Shadowcat makes herself intangible and flies alongside, while Rogue, thanks to her wings, flies on her own, holding onto Wolverine. ‘REED!’ screams Susan from the gaping hole in the side of the Baxter Building. Susan runs her hands through her hair, while Johnny and the Thing just frown.

Westchester County, Xavier’s School for Gifted Children. The Present Day. ‘Wolverine? Logan?’ asks Rogue as she finds Logan lying under a large tree. ‘I feel like you’re avoiding me’ Rogue tells Logan, who replies ‘That’s probably because I’m avoiding you’. Rogue tells Logan that she needs to apologize to him, needs him to understand. ‘The drug, Banshee, it gave me control taking powers and I could touch people - I could touch -’ she exclaims as she releases Logan-like claws from her hand. Logan gets up and tells Rogue that judging by those claws, it looks like she has some residual junk left in her system. ‘Go out and enjoy it. Find yourself a boy-toy’ he tells her. ‘Logan!’ Rogue exclaims, shocked.

‘You want me to tell you it’s okay?: I can’t. It’s not!’ Wolverine exclaims, reminding Rogue that he was used, his DNA was used to make that drug, just like Magneto used him, and just like he was used by Weapon X. ‘Weapon X used me too. That’s why I thought you might…I thought you’d…forgive me!’ Rogue exclaims, grabbing Wolverine by his shirt. Suddenly, a telepathic voice can be heard inside both of their minds. ‘Wolverine. Rogue. I need you back at the mansion, now!’. Wolverine walks away from Rogue, who calls out after him. ‘You heard the lady, time to get back to work!’ Wolverine mumbles.

Shortly, inside the mansion, ‘Well, if it isn’t the Fantastic…Three? Where’s the nerd?’ Wolverine asks, while Jean Grey a.k.a. Phoenix, Liz “Firestar” Allen and Bobby “Iceman” Drake stand nearby. ‘That’s the problem. There’s something you two have to see!’ Jean tells Logan and Rogue, before announcing that she is patching everyone in to a telepathic “file share”, and displays an image of people who appear to be Wolverine and Rogue kidnapping Mister Fantastic. ‘Is that supposed to be me? Why would I want to kill Reed?’ Rogue asks, confused. Susan glances at Rogue, unimpressed, ‘Don’t know. Don’t care, either. But you’re gonna help us get him back!’ she snaps.

Wolverine asks Susan why they are going to help her, to which Susan points out that the other X-Men aren’t going to hurt themselves. Unsheathing his claws, Logan declares that if he had a mad-on for Reed, he probably had a damned good reason. ‘What’re you saying? ‘Susan asks, angrily, bringing up her own invisible “claws”. Jean smirks, while Wolverine declares that he is saying Reed Richards used his best friends as guinea pigs.

Suddenly, Jean telepathically shouts at Logan, and draws him into the Astral Plane, where she appears as a giantess and holds him in the palm of her hands. Jean tells Logan that she doesn’t know what is going on with him, but that he is benched until he can calm himself down. Jean tells Logan to get his head together, as she needs him.

Returning Wolverine and herself to reality, Jean announces that so long as those people who took Reed are wearing X-Men uniforms, this is the X-Men’s problem. ‘We’ll find Reed and we’re going to save him!’ Jean announces. A doubtful Susan asks ‘How?’ to which Jean replies ‘Piece of cake!’. Power surrounds Jean as she declares ‘I am Phoenix. I can find any mind, anywhere on Earth!’. Jean points out that if there are two versions of the X-Men, then the one that is not standing here next to her is the one they want to find.

‘She can find anyone? Anywhere? Doesn’t that scare you, Liz?’ Johnny asks Firestar. ‘Everyone here scares me, Johnny’ Liz replies. Johnny jokes that he and Liz can cook s’mores on their thumbs, but that Jean is just freak. ‘S’mores? Really? That works?’ Liz asks, smiling at Johnny. Johnny grins as he replies ‘Don’t know. If you take me up on that date we never went on, maybe we can find out’ he suggests. Liz doesn’t get to answer, as Jean remarks that it is weird she only gets on reading for Wolverine, but has two for Rogue - here and New York, 37th and Fifth. Susan exclaims that is impossible, as that is the Baxter Building. ‘Their telepath made us think they fled. Those freaks never left!’ she exclaims, before telling Jean to get the rest of the X-Men, as they have to leave now.

Jean puts an arm around Logan, ‘This is the X-Men’ she declares, explaining that everyone is injured, recuperating or incapacitated. ‘This’ll have to do!’ she tells the Fantastic Four. ‘Fine, fine - we just have to get there. And fast. Who knows what they’re doing to him?’ Susan replies.

The Baxter Building, ‘AAARRRGGHH!’ screams Reed as Phoenix uses his powers on him, but tells Cap and Logan that he can’t kill him, as Reed’s molecular structure cannot be destroyed. Logan points out that Reed, body all twisted, seems like he is in agony. ‘Pain. Yes. I can make him wish he were dead. Just, you know - not actual death’ Phoenix replies. Cap orders Phoenix to keep trying. ‘We’ll figure something out he exclaims, before he and Wolverine take their leave. Reed, lying on the floor, looks up at Phoenix, ‘Do they know? Have you told them?’ he asks. ‘What’re you talking about?’ Phoenix snaps back.

Reed tells Phoenix that he would recognize him anywhere. ‘I know you’re my son, Franklin!’ Reed announces. Phoenix uses his powers to distort Reed’s body even further, ‘The hell you say - you’re not my father!’ Phoenix shouts. But Reed reveals that he has seen the various permutations of himself and his family across the Time Space Continuum. ‘It’s the same every time. I have a son. Franklin. I’d recognize you anywhere!’ Reed exclaims.

Phoenix releases Reed, who collapses, asking Phoenix why he didn’t tell them. ‘Unless…you didn’t know’ Reed remarks. ‘You’re lying’ Phoenix exclaims. Mister Fantastic tells Phoenix to read his mind. ‘You’ll see the truth. I’m your father. Sue’s your mother. I don’t know what happens in your future, but let me try to help…let me try to fix it…’ Reed exclaims. ‘I -’ Phoenix begins to reply, when, suddenly, three adamantium claws are shoved through Phoenix’s chest. ‘FRANKLIN!’ screams Reed.

Nearby, ‘Did you hear that?’ Cap asks Rogue and Kitty. ‘What?’ Rogue replies. ‘Something’s wrong!’ Cap exclaims as he and the girls rush to the sound of the commotion - and find Phoenix lying on the floor. Cap asks where Wolverine is, to which Rogue replies that she thought he was with him. ‘I’m right here…’ Wolverine announces, claws outstretched as he walks out of the shadows. ‘…we’re all here!’ Wolverine exclaims as several more Wolverine’s appear behind him, all looking menacing and holding their claws out. ‘You can’t escape the future, X-Men. Sentinels. ATTACK!’ one of the Wolverine Sentinels orders, and a frenzy follows, with the savage Wolverine Sentinels attacking the three X-Men.

‘Hold your ground! Hold your ground!’ Cap tells the girls while he holds up his shield to protect him from one of the Wolverine Sentinel’s attacks. Rogue screams as three of the Wolverine Sentinels pin her to the ground, while Kitty phases, just in time, as three Wolverine Sentinel’s shove their claws into her.

Meanwhile, Jean, Wolverine, Bobby, Rogue, Firestar, Susan, Johnny and the Thing are en route to the Baxter Building inside the X-Men’s jet. The Thing remarks that it is a nice roomy ride, and declares that it is the Cadillac of super hero team transport. ‘I’m sorry, are you talking to me?’ Firestar asks, uninterested. The Thing smiles and remarks that it is not like they can fly commercial. ‘And you…you can fly on your own, right? That’s gotta be fun, flying’ he remarks. Johnny frowns and tells Firestar that she doesn’t have to talk to him. ‘He’s just trying to flirt. Badly’. The Thing replies that he isn’t flirting, and claims that he is making small talk. ‘Talking. You know’. Firestar suggests that they should focus on the mission, to which the Thing replies ‘Yeah. Sure. Of course. Focus’, before Jean, piloting the jet, announces that they have arrived.

Soon, Jean, Wolverine, Bobby, Rogue, Firestar, Susan, Johnny and the Thing find the future X-Men inside a room of gore. ‘What happened here? Is that me? Am I…?’ Rogue asks as she sees her future self, lying unmoving. ‘Dead. Yeah. Sorry, darling’ Logan tells her. ‘Are they all…?’ Rogue begins, before Wolverine announces that someone is alive. ‘Cap?’ Logan asks as he pulls some rubble off Cap. ‘Not Captain America’ Jean exclaims as she crouches down beside him. ‘Well, at least not Steve Rogers. Isn’t that right, Scott?’ she exclaims, pulling Caps’ mask off.

‘Hey, Jean’ Scott whispers. ‘Hey yourself. What’re you doing wearing this costume?’ Jean asks, before realizing that Scott is not a mutant anymore. ‘No. I’m not’ Scott replies. ‘Me. Cap. You. We tried to stop them. And they took our powers away. I watched Cap age a hundred years in a minute. And you…oh, Jean - the things they did to you. I had to do something. So I took up his mantle!’ Scott reveals. Scott explains that they did not want to do this, but that they didn’t have a choice. ‘What happened here? Who did this?’ Jean demands to know, her power increasing around her as she holds onto Scott. ‘He betrayed us. We trusted him and he betrayed us’ Scott exclaims. ‘Who?’ Jean asks. ‘Who do you think?’ Wolverine!’ the future Shadowcat exclaims, holding up the head of a Wolverine Sentinel, while the injured male Phoenix stands next to her.

‘It wasn’t me. I loved Rogue’ the Wolverine Sentinel exclaims. ‘Ummm, Wolverine’s decapitated head is speaking!’ someone exclaims. Logan goes over to it and grabs it from the future Shadowcat, declaring that this is not him, as it reeks of metal, oil and hate. ‘Pure Sentinel! What the hell are you?’ Logan asks the head. The Wolverine Sentinel explains that Wolverine was used as the template for Sentinels. ‘The perfect killing machine. Hunting in packs. But I didn’t alert them. I’m you. Inside. I swear. I would never…’ its voice trails off as Jean shouts ‘Shut up Just hut the hell up!’, as she sits by Scott, everyone gathers around. ‘He’s dead. Scott’s…dead’ Jean whispers.

‘Enough!’ a frustrated Susan exclaims, asking where Reed is. ‘What’d you do to him?’ she asks. The Wolverine Sentinel replies that he doesn’t know, to which Susan accuses him of lying. ‘Where is he?’ she shouts again. ‘They…took him’ the male Phoenix reveals. ‘They took Reed into the future. I tried to stop them…I tried…I’m so sorry’ he tells Susan, who asks him who he is. ‘He’s…Phoenix. He’s part of me!’ Jean exclaims as she steps between Susan and the male Phoenix. ‘My future and my past. And we must make this right. All of us. Reed Richards must be returned to his rightful time and place!’ Jean exclaims.

‘They tried to kill Reed. And what? I’m just supposed to trust them?’ Susan asks. The future Shadowcat holds up Cap’s shield, ‘You have no idea of why we did this - of what we were trying to stop…but you will. You’ll understand exactly what your future holds!’ she tells everyone.

New York City. 20 Years from now. The train still hangs half in half out of the Baxter Building, and nearby, Robert Drake a.k.a. Iceman speeds through the air on an ice-sled. ‘Come on. Come on, faster!’ he tells himself as he is pursued by several Wolverine Sentinels. ‘Robert Drake. Designate Iceman. You will surrender!’ one of the Wolverine Sentinels orders as it lunges at Iceman, who shouts back that he is not going down without a fight, and blasts one of the Sentinels with a powerful wave of ice. ‘Come on. I’ll take you all down!’ Iceman boasts, only to be clawed right through the chest by one of the Wolverine Sentinels. Iceman screams, but the Wolverine Sentinel declares that its files indicate Iceman can survive this attack. ‘Subject Robert Drake is under arrest!’ the Wolverine Sentinel announces, resorting to its second option of taking Iceman down.
Shortly, in the Baxter Building holding cells, the Wolverine Sentinel informs Iceman that he will be moved to the N-Zone Facility at the next portal opening. They walk past Reed, trapped in one of the cells, who asks what he is doing here, but the Wolverine Sentinel ignores him. Reed stretches his fingers into various crevices in the walls, and exclaims ‘As the old saying goes - if you can’t bear them…pull every wire you can until you can break out of jail, so you can go and kick their butts!’. Eventually, Reed pulls enough wires so that the door to the cell opens, and he peeks out of it.

Reed tells himself not to be scared, as he has faced much worse. ‘We can do this. Let’s get the hell out of here!’ he tells himself before realizing that this is indeed the Baxter Building, as he recognizes the ceiling panels. ‘So…I go to the time platform and go home. Simple. Right?’ he exclaims, when suddenly, a streak of flame flies past him. ‘What? Johnny?’ Reed calls out as he sees the flame, and begins to follow it. ‘Johnny! It’s Reed!’ he calls out, when suddenly, the person at the end of the flame turns to him: ‘Not Johnny. My name’s Firestar!’ Firestar exclaims. A voice suddenly calls out ‘I know it’s confusing, Reed. But the world’s always been a confusing place!’. It’s the Invisible Woman! Although she now wears glasses, Reed turns and looks at her as she stands with Firestar, someone in large bulky armor, and Namor…the Fantastic Four?

Characters Involved: 

Firestar, Iceman, Phoenix / Jean Grey, Rogue, Wolverine (all X-Men)

Captain America II / Cyclops, Phoenix II / Franklin Richards, Rogue, Shadowcat, Wolverine (all X-Men of the future)


Human Torch, Invisible Woman, Mister Fantastic, Thing (all Fantastic Four)

Firestar, Invisible Woman, Namor, Thing (all Fantastic Four of the future)



Police Officers

Story Notes: 

This issue takes place after Ultimate X-Men #97, and presumably before Ultimatum #1, and is followed by Ultimate Fantastic Four / Ultimate X-Men Annual #1.

Kitty’s use of webbing from her wrists is clearly a reference to her time spent as Spider-Man’s sidekick in the Ultimate Spider-Man series.

Rogue took the drug Banshee in Ultimate X-Men #94.

Firestar (Liz Allen in the Ultimate Universe), began hanging out with the X-Men in Ultimate X-Men #94. This issue confirms that she is an actual member of the team.

An artistic error occurs on page 26, when everyone gathers around the future Scott’s body, the future Rogue is drawn, when it should be the future Shadowcat.

Issue Information: 
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