Uncanny X-Men (1st series) #263

Issue Date: 
July 1990
Story Title: 
The Lower Depths

Chris Claremont (writer), Bill Jaaska. (Guest Penciler), Josef Rubinstein (Guest Inker), Tom Orzechowski (letterer), Glynis Oliver (colorist), Bob Harras (editor), Tom DeFalco (editor-in chief)

Brief Description: 

Forge and the transformed Jean Grey and Banshee are still in the Morlock Tunnels. Thanks to Forge’s devices, they learn that Peter Nicholas and Callisto have been abducted by Masque and are to be hunted. They decide to help. All the while, Forge has flashbacks to his last mission in Vietnam. Peter makes Callisto see that her exterior doesn’t have to decide who she is as a person, moments before they are attacked. As Masque stabs Peter, he automatically turns into Colossus again. Together with Forge, Jean and Banshee make a run for it, but are almost taken over by Masque, until Colossus stops him. They bluff that they are going to kill him so convincingly that Masque lets them go. Outside the Tunnels, Forge restores Banshee and Jean to their true forms, thanks to the cell samples he took earlier. Later, he says good-bye to the friends he lost in the war, happy that this time he managed to get his friends out. In Washington, Val Cooper has a clandestine meeting with Soviet spy Alexej Vazhin, who is worried about new mutant factions and especially one he cannot yet name.

Full Summary: 

The Morlock Tunnels. Forge has never been there before, yet part of him feels he has come home. As he pulls out some hardware and start working on some gadgets, his mind drifts back to his time in the Vietnam War and he wonders why his mutant power to build things couldn’t help him then.


A fellow solder asks Forge whether the top brass is truly going to let them die and another angrily reminds him that he promised he bring them back safe. Forge replies that he said he’d try his best.


Still lost in thought, Forge is surprised when suddenly a purplish tentacle appears next to him.

Automatically, he draws a weapon and angrily asks the woman the tentacles belong to whether she is trying to get herself killed. It is Jean Grey, horribly transformed by the Morlock Masque. Where her arms used to be she now sports a mass of tentacles. She apologizes for startling him. She just wanted to see how things were.

Forge remarks that everything is quiet and wonders why there are still superpowered people down there, while he packs up his gadgets. He’d thought all the Morlocks had been evacuated to Muir Isle. So had they, Jean replies and recalls how the Morlocks had a thriving mutant community in these tunnels, until the Marauders came to slaughter them. They did a brutally efficient job too, among the Morlocks and among the members of X-Factor and the X-Men who tried to help. She had hoped that particular nightmare had ended with the deaths of those murderers and their boss, Mr. Sinister. But according to Forge, they’ve been replaced by somebody worse, the Reavers.

Jean desperately wonders if this is all their future holds: kill or be killed? What happened to the X-Men’s dream of a world where humans and mutants can live together in peace? Forge points out that, so far, humans haven’t even managed that for themselves, why should it change for them?

He adds that he has eye-spies, charting the tunnels and scooping the best route the surface. With a little luck, they’ll be off Morlock turf, before they are any wiser. Jean doesn’t look overly enthusiastic and he calls her on that. Does she figure that her life is ruined because of her tentacles? He shows her his metal hand and explains that sometimes being “different” has nothing to do with being a mutant. He has an artificial leg as well and scars to match, but you learn to live with it.

So, instead of arms she has tentacles, do her powers still work? Jean levitates one of his gadgets but then falls down herself. She explains that the part of her mind that controls her TK, also manipulates her … you know. Either the one works or the other and the mass of limbs is too great and unwieldy, so if they go limp, she is pretty much stuck. Still, they do seem to possess extraordinary strength and dexterity.

Forge announces that one of his eye-spy has found something. Through the camera, they observe Masque, his creatures and their new prisoners, the beautiful mystery woman and artist Peter Nicholas.

Peter wants to know who they are and what this is about. Masque warns him to keep a civil tongue in his head. Peter asks him to at least let the woman go. Addressing the beauty as “Callisto,” Masque mockingly informs her that she has a champion. He tells Peter that he is hardly dealing from a position of strength.

He puts his hand across Peter’s eyes, stating that Peter is an artist, yes? Perhaps this will give him a brand-new perspective of the world. He removes his hand and Peter now has insect-facet eyes and an insect leg instead of his right arm.

Callisto attacks Masque. He shouts for Bliss and the Marvel Girl look-alike (who now looks like Storm) detaches her tongue and bites Cal who sinks down. Masque triumphantly announces that these are his tunnels now. He turns back to Peter, wondering what makes him so special that she keeps on returning to him. He finally realizes that Peter looks exactly like the deceased X-Man, Colossus.

He is sure in the knowledge that the real Colossus is dead, along with the rest of his wretched team, making this just a poor look-alike, but if it makes Callisto happy… He transforms Peter, his flesh now looking like the armor of Colossus. However, the resemblance is only skin-deep Masque adds, as he transforms Callisto back to her one-eyed, ugly self. So it is up to her to protect him. And, if they refuse to play, Cal asks challengingly. Easy for her, as she knows they won’t harm their favorite toy, Masque replies, but Peter is fair game. If they catch him… so she’d better get him to the streets. They have one hour before Masque’s group starts hunting.

Jean remarks to Forge that Masque made a big mistake. Callisto founded the Morlocks. Nobody knows those tunnels better than her. Forge points out that might no longer be true. Masque seems to be affecting the tunnels the same way he does people. And this doesn’t seem to be the firs time they’ve played that game. On their own, those two have no chance. Good thing then, they aren’t, Jean states.

A nightclub in Washington D.C. A place for posers and wannabees and probably the last scene Dr. Val Cooper would like to be seen. Which is of course why she has been brought her. Her guide, a young woman, leads her to a table where Colonel Alexej Vazhin of the KGB is already waiting for her. Cooper asks why this place. As Vazhin pours them both champagne, he explains that the background noise makes eavesdropping next to impossible. Also, the many thoughts should be too much for a telepath. His associate, Major Levin, provided Val’s new wardrobe as camouflage but also to make sure she is carrying no tracking device. This meeting must be off the record.

The great Alexei Vazhin – James Bond, Nick Fury and George Smiley rolled into one – is scared – Val jokes. Of what? The possible end of human life as they know it, Vazhin replies seriously. He goes on to explain that mutants are resolving themselves into factions, each with an agenda of their own. To name but a few major players: the Mutant Liberation Front, Apocalypse, Mr. Sinister, plus another who remains as of yet unidentified. It is no longer a question of criminals but of political and military forces seeking dominion over the globe itself. What place do ordinary humans have in this brave new world? he wonders.

Magneto was the first, but he at least presumed they would all co-exist. Simply with mutant-kind on top. Genosha exemplifies his worst nightmare, a country wherein mutants are little better than slaves. But they also give the island power and influence far out of proportion to its size.

Does he really believe that island a match for the Avengers or Freedom Force or his Soviet Superbeings? Cooper asks. He’d rather not find out, he replies. The consequences might be Beirut on a global scale.

He asks Cooper to imagine a comparative handful of people having the same effect on the biosphere as a full-fledged strategic nuclear assault. Not so long ago, many of the world’s supervillains united in a concerted coordinated assault on the heroes. It was repulsed this time. He fears this is a new game, with no rules at all and, no matter which faction wins, humanity will lose.

In the Morlocks’ main tunnel, the “Alley,” Forge scouts ahead. The warm dampness once more causes his mind to wander back to Vietnam.

(flashback to the Vietnam War)

A younger Forge, a sergeant, informs his unit about their grim situation which he likens to that of the 300 Spartans that held off the hordes of the Persians at Thermopylae. He informs them that a main force of the North Vietnamese army is supposed to come through this valley tonight. If they punch though, there is nothing much after that to stop them from reaching the coast and changing the face of the war, killing a lot of American soldiers in the process. The only possibility is for them to hold the valley. It’s easily defensible. A handful of men could keep back an army. ‘til the ammunition runs out, one fellow soldier remarks cynically. Forge agrees but points out that until then the B-52’s from Guam will be there and bomb the valley. And them with it, the other soldier grimly predicts.


Forge forces himself to stay alert, unless he wants to end up as dead as his friends. He turns back to Jean and the also transformed Banshee. Masque took care of his sonic powers by taking away his mouth and vocal cords.

Forge’s eye-spies make contact. He tells the others that Peter and Callisto are close, but so are the Morlocks on their tail. They have to move now, but he doesn’t want them to split up. Jean tells him he needn’t worry about her capability to keep pace. Her tentacles allow her to swing from one water pipe to the next. Forge notes that, too quickly, the use of her tentacle is becoming second nature to her. Another aspect of Masque’s metamorphoses? he wonders. That no matter what he does to you it soon becomes the norm?

Elsewhere, Peter and Callisto run for their lives and Callisto stumbles. Peter warns her, telling her that, with one eye, she has no depth perception. She used to see better with one eye than most people do with two, she states. That isn’t the problem. Peter notes that something about her voice is different and Callisto cries out in horror and rage. She is changing back to the beautiful form again. It is too soon!

Peter doesn’t understand. Why is she angry about that? It’s a lie, she explains, that defines her being and that she can’t ever be rid of. Masque has his fun by giving her the illusion that she can still be who she was, but it never lasts and each reversion comes quicker than the last. She keeps fighting to hold onto herself. But more and more the form defines the content. The fake becomes reality. Removing her now-redundant eyepatch, Peter tells her the package doesn’t matter. Only what is inside. A package is all she is anymore, she replies. He refuses to believe that. Part of her life may be lost. Does that mean she has to give up or does it change who she is?

In response, she shoves him out of harm’s way as Masque’s Angel was about to strike him. She proceeds to attack him and breaks his neck. The next moment, she is taken out by Bliss. Pity about his Angel, Masque announces. Perhaps her artist can serve as a suitable replacement once he has learned who is in charge. Peter charges at him and Masque stabs him in the chest.

Suddenly, Jean’s tentacles grab Masque from above and keep him busy. Forge recalls Vietnam again.


He recalls how the enemy came early. They tried the best to make the NVA believe they were a major outfit instead of a handful of worn-out footsluggers. Must have worked too, because from the start they took them serious.


Forge, who, along with Banshee, has been keeping back, as Jean started the first wave of attack, figures the opposite holds here. Masque knows their numbers and capabilities a lot more than they do his. Nevertheless, his people aren’t used to foes who fight back.


Forge recalls how his men stood their ground, figuring they’d make their break when the arclight’s bombs would fall. But the B-52 bombers were late and by that point only Forge was left alive.


Peter still reels from the shock of being stabbed. Strangely, though, he feels relatively unhurt. He feels odd. There’s a burning under his skin, while there is no blood or any sign of a wound at all. Energy flashes around him. He has no idea what happened to him but doesn’t care, as long as he can help. He runs towards Callisto’s unconscious form, batting his foes back with the superstrength of the true Colossus. The Morlocks never expected this.

At the end, all alone and crazy from grief and anger, Forge called on his powers as a shaman to cast a horrible spell that made the Vietcong pay.


He is older and wiser now and hopes to have found a better way. He activates another device, a flying globe and orders the others to follow it. It will lead them out while he covers them. He tosses a grenade at the Morlocks and then climbs up after the others. He decides it was the help of his mutant power he’d have needed in Vietnam. The spirit spell was knowledge left in trust, never really meant to be used, but he didn’t know better. Reaching a higher platform, he finds his friends captured by Masque and unconscious, thanks to Bliss. Even now, he fears, there are still times he finds himself sorely tempted.

Masque crows that he doesn’t play to lose, as he sics Bliss on Forge. Neither does he, Forge shoots back, as he takes out Bliss with his bionic hand. Masque threatens that one paltry metal hand won’t protect him from his touch. Forge’s isn’t the hand to worry about, though, as suddenly Colossus grabs Masque by the throat and smashes him against the wall.

The tide is turned but Masque still threatens them. The moment Callisto leaves, their love will be doomed, as everyone will want such perfection. Without him, Banshee is a dead man and Jean Grey will forever be a freak. Their only life, their only hope, is with him. Not a chance, Jean replies. Getting nervous, Masque tries to barter his life for their freedom. They are free now, Jean relies as tentacles start envelop his face, and he has made it plain they have nothing to lose. Panicked, Masques shouts at his teleporter to ‘port them away, certain that they will come crawling back for mercy.

Later, back at Peter Nicholas’ Soho loft. A very normal Jean states that this was the best bluff she’d ever pulled. While she is happy to have her arms again, every so often she finds herself missing the tentacles. Banshee, restored to normal as well, jokes she is welcome to that yearning. He is glad to be once more as the Lord God made him. Jean recalls that when Forge claimed to have given them a tetanus shot, he actually was taking cell samples, as he was aware of Masque’s capabilities. So he made a record of their true genetic pattern, to restore them to normal, should the worst happen. Why didn’t he tell them, Jean wonders. Because he didn’t want to give them any false hope without the slightest guarantee of success, Banshee explains.

Jean wonders what to do about Peter. His body remembers how to transform into Colossus; his mind recalls nothing. Banshee wonders if that is such a bad thing. Wouldn’t it rather be a crime to drag him back into their mad life? He asks if she has seen Forge. On the roof, Jean replies. Said he had to say some good-byes.

On the roof, dressed as a shaman, Forge says good-bye to his soldier friends, happy that this time he managed to keep his word and get his people out alive.

Characters Involved: 

Banshee, Colossus, Forge(all X-Men)

Marvel Girl (member of X-Factor)


Dr Valerie Cooper

Colonel Alexi Vazhin

Major Debra Levin


Bliss, Bouncer and other transformed Morlocks

in Jean’s memories



in Forge’s memory

19 –20 year old Forge

Forge’s troop

Viet Cong soldiers

Story Notes: 

The Marauders killed the Morlocks and injured several X-Men and members of X-Factor around Uncanny X-Men #211 and X-Factor #10 in the Mutant Massacre.

Mr. Sinister seemingly perished at the end of the Inferno crossover.

According to the notes, the X-Men perished to the world in issue #243. Actually, it was issue #227, the end of the Fall of the Mutants storyline.

Debra Levin is a homage to a character of the same name in the series The Nth Man (however that Debra Levin was an American soldier, not a Russian agent).

The coordinated super villain effort Vazhin refers to occurred in the Acts of Vengeance crossover.

Forge’s comment regarding Banshee refers to a short story by science fiction author Harlan Ellison: “I have no mouth and I must scream”.

Forge compares himself to both Tom Swift (a character from 20th century children’s adventure novels) and Tom Edison (a prolific late 19th, early 20th century inventor).

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