Uncanny X-Men (1st series) #312

Issue Date: 
May 1994
Story Title: 

Scott Lobdell (Writer), Joe Madureira (Penciler), Green & Candelario (Inkers), Chris Eliopoulos (Letters), Steve Buccellato (Colors), Kevin Somers (Editor), Tom DeFalco (Editor in Chief)

Brief Description: 

Storm and Yukio take the battle with the Phalanx units, which have now merged together into one mass, outside. Twenty blocks away on his motorcycle, Gambit is flirting with a beautiful woman in a car while they’re waiting at a red light when he suddenly spots a massive lightning bolt and heads that way. Now in Times Square, Storm and Yukio continue fighting the Phalanx while trying to protect civilians. They are joined by Gambit, who makes a timely arrival and drives his motorcycle into the subway and then crashes it into the Phalanx. Covered by the resulting explosion, thanks to Gambit’s charged cards, Storm flies herself, Gambit and Yukio to safety. Soon, some distance away, Yukio confronts Gambit at knifepoint about a mysterious previous encounter, but Storm defends her teammate. Before they can continue, the beautiful woman with whom Gambit was flirting at the intersection arrives and waves a National Security Council badge at them. She mentions that the NSC has been monitoring the Phalanx threat since New Jersey & Colorado. Gambit begins to question how she could know of both events but the question is interrupted by the arrival of what remains of the Phalanx units. Worse, NSC agent reveals that she is Phalanx as well. Meanwhile at Xavier’s, Beast is trying to resuscitate the Iceman, whom they found collapsed in the infirmary. Professor X arrives and asks Jubilee to explain what happened. Bishop keeps an eye on Sabretooth who sneers and mocks them. All are surprised when Bobby suddenly begins breathing again. Professor X tries to determine telepathically Bobby’s mental condition but finds he has trouble, due to telepathic interference from the White Queen, who still appears to be in a coma.

Full Summary: 

Storm and Yukio smash through the stained glass window of the Cloister night club as the merged Phalanx fire energy blasts at them. Storm tells Yukio she’s certain she’ll regret asking but wants to know what exactly Yukio has gotten her involved with this time? Yukio responds that she’s not taking the blame for this. Well, not entirely... When Storm comments that a techno-organic monstrosity attacking innocent people in a night club is not an "incident," it's a disaster. Yukio replies that she thinks it’s a blast and explains that’s it’s only trying to kill her because it wanted her to lead it to Storm. She just thought it wouldn’t attack them in public. “Ooops. My mistake.”

The Phalanx continues to blast at them and informs Yukio it was her mistake for befriending an X-Man in the first place. It only needs her because of her affiliation with mutants in general and the X-Men. Storm asks what it means by “mutants in general,”as they dodge the Phalanx’s blasts across the roof of the neighboring building. Yukio tells her she’s working with Xavier’s mutant underground. Storm is surprised by this but Yukio responds that beneath her “casual air of self-centered indifference” she has a “smidge” of social consciousness. Besides, how else is she going to get a danger rush, she asks, as she dives off the side of the building to avoid the Phalanx’s blasts.

Storm manages to catch her in mid-air and exclaims Yukio’s as insane as she’s always been, to which Yukio replies, “Thank you.” One of the Phalanx’s heads exclaims she is mad if she laughs at them and another head exclaims that they are the “final solution!” Storm flies Yukio away from the battle, intending to draw the Phalanx to Westchester so the X-Men can deal with it away from innocents.

‘Twenty blocks away...’

Gambit is on his motorcycle, waiting for the lights to change at an intersection. He admires a beautiful woman with long black hair in a red sports car next to him, comparing her to the other beautiful women he knows in the X-Men. He asks her for directions to the Cloister night club. She says, “Sure” and asks if he’s meeting someone special. He counters flirtatiously, asking if she means now or at the club, then is surprised by a massive lightning bolt which lights up the sky.

‘Several dozen blocks uptown… …in the heart of Times Square…’

Storm uses an electronic billboard to fry the pursuing Phalanx with a massive lightning bolt fired from her feet. Yukio is full of admiration at Storm’s ingenuity and jokes that she likes to think Storm got it from Yukio’s “side of the family.” As they drop to the ground amidst smoldering chunks of Phalanx, Storm comments that she only did what was necessary to stop it before it could endanger the people below. Yukio exclaims that New Yorkers wouldn’t last five minutes in Tokyo during the “monster season.” Poking at a smoldering bit of Phalanx with a sai, Yukio wants to know exactly who spent the last 3 weeks trailing her halfway around the world, why they chose “sweet, innocent, lil’ ole me...” and what they planned to do with her when they got her.

Suddenly, the bit of Phalanx rises up and tells her that, if she’s that curious, all she has to do is ask! It fires an energy blast at Yukio from almost point blank range and she manages to bring her arms up just in time to protect her face. It comments that if it were up to “us” they would terminate her, but the collective intelligence that formatted this Phalanx's core directive wants her assimilated. The more of the X-Men’s allies it can absorb, the more it can use them against the mutants. Storm is shocked that it’s quite literally pulling itself back together one piece at a time. She asks if it can still repair itself after she uses her powers to blow its pieces into oblivion? As it’s swept away in her winds and lightning, it claims that it’s more than a construct.

Storm uses rain to soothe Yukio’s burns and tells her to rest while she gets her medical attention but Yukio says she’ll be fine and Storm needs to stop the Phalanx. Storm asks why Yukio didn’t simply use her network of safe houses to hide from the Phalanx but Yukio says she would have been “bummed” if something bad happened to Storm. Much to Storm's dismay, they hear the sounds of New Yorkers trying to take on the Phalanx bits. A man with a baseball bat is smashing at a chunk of Phalanx while others are shouting encouragement. A horse mounted police officer arrives and asks what’s going on. A bystander explains the guy is stopping the Phalanx while another exclaims that he’s only trying to score points after "the mutant" pulped it. The onlookers cheer the guy with the bat on while Storm cries out that they don’t know what they’re dealing with and need to flee the area before it’s too late.

Suddenly, the Phalanx rears up and wraps itself around the human. It mocks him for attacking it with a baseball bat and says that’s reason enough to assimilate him for spare parts. Yukio shoves some other onlookers out of the way as the Phalanx extends a tendril to grab them. The police officer fires his gun into the Phalanx to no effect. Storm pleads for the officer to step away but he tells her, she can do her job, he’ll do his. The Phalanx responds that they will do theirs, which is obliterating anything or anyone which gets in their way. They are “the vanguards, the protectors!”

Storm grasps the hands of the man being engulfed by the Phalanx who begs her not to let go. She tries to pull him free while the police officer keeps firing his gun at the Phalanx but it does no good. The Phalanx says “Too late.” as it engulfs the man and Storm prays to the Bright Lady to protect his soul and tears run down her face. “Save your prayers for yourself, Storm,” it tells her as it wraps a giant hand around her. It brags that it’s constantly adapting to any threat, creating counter-programming to negate each manifestation of her mutant ability. Storm responds that it flatters itself. She’s spent a lifetime honing her gifts and cannot be so easily anticipated. She uses multiple lightning strikes to obliterate the ground beneath them.

They fall into the subway and a teen exclaims he ran down there to escape them. Storm yells to the people in the station that they need to clear the area and someone asks, what about her? Storm thinks about her first battle with the X-Men when she helped hurl Krakoa into space and feels the same moral dilemma about destroying the Phalanx. Suddenly, it surges up again, informing her she does not comprehend its true nature. It cannot be anticipated, destroyed or stopped. It grabs her again and she replies she’s beginning to believe them.

Yukio drops down through the hole in the ceiling and asks if someone called the cavalry? Storm tells her to keep back but she grabs one of the smaller heads and attempts to wrench it off the main Phalanx mass replying, “What? And miss out on all the fun, Storm? Not… urrgnng… hardly!” The Phalanx informs them that once they have been assimilated into the Phalanx, all their “thoughts, hopes and dreams will be ours!” Storm realizes that it would have all the secrets of the X-Men too and she can’t allow that to happen.

Gambit arrives just in time, roaring down the stairs and jumping over the turnstiles on his motorcycle with a fist full of cards. “Stormy, Stormy, Stormy,” he chides, he hates it when she doesn’t phone ahead when she planning to get ambushed, so he can pick up a fresh deck. He claims to be down to his 4 last cards, which he hurls into the middle of the Phalanx. Storm is grateful for his help and he says she’s not the first person to tell him that. Yukio recognizes Gambit and does not look happy.

Storm uses the distraction as it’s repairing itself to freeze the organic components of the Phalanx limb trapping her which causes it to shatter, freeing herself. The Phalanx tells them that it’s “extension” indicated Gambit was in the area and thought that his previous history indicated that he would abandon his comrades. Gambit replies it might want to research its opponents better; it must have confused him with someone else!

“Access: Remmy LeBeau… wanted by INTERPOL in connect--” it says before it’s interrupted by Gambit crashing his motorcycle into it. It exclaims he is as foolish as Storm to think that would stop them and begins to assimilate his motorcycle. It brags that the motorbike will only make it stronger as it adapts. It is already prepared to counter his "bio-genetic charge!" Gambit asks if it absorbs everything? He tells Storm to run on ahead and he’ll catch up. She retorts that she thinks not and grabs his hand. Gambit uses his powers on the last ace up his sleeve to ignite the gasoline from the motorbike the Phalanx had just absorbed as Storm drags him and Yukio up through the hole in the subway ceiling.

Storm stretches her powers to the max to fly herself, Gambit and Yukio ahead of the massive explosion which erupts from the subway while trying to keep it contained. She tells them that while they’ve outrun the blast, it wasn’t without a cost. Gambit replies that they’re alive and that’s all that matters, but for the record, what was the cost? As they crash to the ground just outside the Sea, Air and Space Museum, Gambit groans that he was thinking more along the lines of dollars and cents.

“Gotcha.” Yukio exclaims with her knife to Gambit’s throat. He asks what she’s trying to say to him. She replies it’s been a while since they’d been on opposing sides of a contract. “Singapore, wasn’t it?” “Milan.” he corrects her, “So what’s your point?” She informs him she knows who he is and what kind of games he plays and warns him that if he does anything to hurt Storm… “Enough!” Storm exclaims, having revived just in time to grab Yukio’s knife hand. She vouches for Gambit’s recent actions since first meeting him and trusts him with her future. Yukio warns her that leopards don’t change their spots.

They are interrupted by a sporty red car screeching to a stop almost on top of them. Yukio asks if it’s a friend of Gambit’s. He replies, not just yet, no, but he’s working on it. With that, the beautiful woman with the long black hair he’d been flirting with earlier steps out of the car. Storm chides him that they have no time for distractions, the remains of the Phalanx must be studied by… “By a staff of trained professionals at the National Security Council, X-Man? My superiors couldn’t agree with you more.” the woman interjects, holding up a badge. She informs them the NSC has been monitoring the Phalanx threat since Montclair, New Jersey and then Colorado.

Gambit begins to ask how she found out about Colorado when he’s distracted by a noise behind them. Yukio comments that, “These guys don’t give up, do they?” The Phalanx replies that they do not, they have no cause to, as it drops down before them. It informs them it’s locked onto their genetic matrix and it can follow them anywhere, it can become anyone, stalk them for months, for years, or it can kill them now. There is no escape save death! Gambit suggests, without turning, that if the woman is really from the NSC, now’d be an ideal time to phone in reinforcements. But she’s not, is she? “No, Gambit.” she replies, “But in a manner of speaking… …reinforcements are already here…” She smiles a sinister smile as traces of circuitry begin to appear on her face.

At that moment-- --at the Xavier School in Westchester County…

Professor X glides into the infirmary in his hover chair to find Beast trying to resuscitate Iceman on the floor with an anxious Jubilee hovering at his shoulder. Xavier gets her to telepathically fill him in on what just happened. She explains how the power went down, Sabretooth escaped, Bishop caught him again with some help from herself while Beast was fixing the power core. They thought everything was fine until they found Bobby collapsed while checking on the White Queen. It looked like he’d been caught in some kind of power surge. Professor X gently stops her flood of explanation. “Henry?” he inquires worriedly. “Piece of cake, sir.” Beast replies with mock confidence, Bobby should be up and around and his charming self in a minute. “Honest.” He begs Bobby not to embarrass him in front of the Prof. Then pleads with him to breathe as he works Bobby's chest.

Sabretooth sneers and suggests they should “let him go,” it’s not like there aren’t dozens of other X-Men where that one came from. Bishops asks him to do them a favor, shut up and heal so they can return him to his room. Bobby coughs and begins breathing. He softly gasps “Pierce! No-” and drifts unconscious again with a groan. Jubilee wraps her arms around Beast’s neck in celebration shouting “Yes! Ya did it, Beaster-- ya did it!” and Beast replies shakily, “as if there was any doubt.” He tells them they’re not out of the woods yet, Iceman’s heart is beating, he’s breathing, barely, but still unconscious. They have no idea what effect the Shi’ar energy surge will have on Bobby in the long term.

Sabretooth says they’re all pathetic and Iceman was a looser since the day he was born. He probably has more power than the lot of them combined and he’s happy playing the clown. If they ask him, they’re better off without--! Professor X cuts him off with a telepathic nudge, informing him that no one asked him. “Now shush.” Jubilee tentatively asks Professor X if Bobby will be OK, mind-wise and everythin’? Xavier replies he can’t say, he’s not certain.

She asks if he can’t go into Bobby’s head to check if “anyone’s home.” He replies that he tried but there is too much interference. She looks over at the comatose White Queen, whose eyes are open and staring blankly and asks him if it’s Emma. “Isn’t she still, like, in a coma?” she asks uneasily. “So it would appear, Jubilee. So it would appear.” Professor X replies thoughtfully.

Characters Involved: 

Beast, Bishop, Gambit, Iceman, Jubilee, Professor X, Storm (X-Men)


White Queen


Phalanx units

A NSC Agent (now Phalanx)

A horse mounted NYPD officer

Various people in New York City

Story Notes: 

This issue continues immediately on from the end of Uncanny X-Men #311.

Yukio's comment about "monster season in Toyko" is a reference to Japan’s “kaiju” (or monster) genre of films. The most notable franchise of this is Godzilla, who had his own Marvel Comics series which ran for 24 issues in the late '70s.

When Storm thinks back to her first mission as an X-Man, a footnote reminds us that was in Giant-Size X-Men #1.

The NSC Agent refers to the events of Uncanny X-Men #305 which took place in Montclair, New Jersey and Uncanny X-Men #306, which took place at Archangel’s house in Colorado.

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