Uncanny X-Men (1st series) #335

Issue Date: 
August 1996
Story Title: 

Scott Lobdell (Writer), Joe Madureira (Artist), Tim Townsend (Inks), Buccellato (Colors), Richard Starkings and COMICRAFT (Letters), Bob Harras (Editor in Chief)

Brief Description: 

Ozymandias finds that his lord, Apocalypse, has awakened. Apocalypse tells Ozymandias that the Age of Wonders is ending, before proceeding outside to meet Uatu the Watcher, whose presence seems to indicate that Apocalypse is correct. The Avengers and X-Man reach Xavier’s school, which is in ruins. The X-Men prevent the Avengers from proceeding before they can confirm their identities, but X-Man is impatient and uses his powers to find out what happened from the team’s collective thoughts and creates a psionic image of Onslaught, which Cyclops reveals is actually Charles Xavier, influenced by Magneto. X-Force arrives at the mansion and Cyclops asks them to watch X-Man, whom he suspects Onslaught might also be after, though X-Man is reluctant to stay. Storm learns that Cable has left on his own and decides to go after him, since he may also be a potential target. The Avengers decide that they need to find the real Magneto and head out to search, while others warn the Fantastic Four that Franklin Richards is one of Onslaught’s targets. Bishop apologizes to Gambit for always accusing him of being the X-traitor, when it was actually Xavier, and Gambit graciously accepts it. On Muir Island, Moira announces to Excalibur that she needs to unseal the secret Xavier Protocols and has invited Cyclops and Phoenix, who have asked Archangel and Psylocke to rendezvous with them, to Muir Island. As Wolverine leaves the mansion to play out a hunch, Onslaught enters the lair of Dark Beast, who has agreed to assemble of group of minions for his new master.

Full Summary: 

The being known as Ozymandias is blind, yet he is able to see everything. It is rumored that his heart is made out of ancient stone, yet others would swear that blood roars through his veins. He is blessed and cursed simultaneously with eternal life. Once, when civilization was young, he was a king. Over the centuries, he realized he was a fool to presume that he knew what power was. Now, he walks down a dark corridor into a chamber, the only source of light being a torch.

The light passes a statue of four figures, the Fantastic Four. He reaches a large stone casket that is open and, in a hushed tone, he announces that his master has at long last awakened. The mutant known as Apocalypse stands in his tomb, with his typical blue outfit, yet with red streams of bandages and cloth around his arms and several pieces wrapped loosely around his body. Apocalypse tells Ozymandias that he has awakened after too long of a sleep within his stronghold, where he has been regenerating and healing. Now, however, Apocalypse lives! Amen, says Ozymandias, looking up at his master, who towers so high above him. Once, when Ozymandias ruled in Egypt, En Sabah Nur served him. That was before Apocalypse’s mutant powers erupted. That was before Ozymandias learned harshly that it was Apocalypse’s destiny to survive.

Ozymandias reports to his lord that much has occurred while Apocalypse slumbered, more than even he could not have predicted. Apocalypse silences Ozymandias and tells him that all he knows is upon the tapestry that exists in his mind. He walks down the tomb and outside, bidding Ozymandias to follow him. It has been some time since he last looked at the heavens. The two reach a room without a ceiling and levitate up into the air and to a cliff. Apocalypse knows that Charles Xavier has fallen. Magneto and Professor X are now one, as a being known as Onslaught. This creature teeters between madness and omnipotence. Isn’t it ironic? Apocalypse spent part of his life to destroy the defenders of the weak, such as the X-Men, only to discover later on that all he had to do was leave them alone and they would prove to destroy themselves. Apocalypse clenches his fist and realizes that the Age of Wonders is at an end.

Ozymandias asks what the Age of Wonders is, to which Apocalypse replies that it is the brief period when humans share the power and glory beyond what they deserve. It is a time when men fly to the stars and fall to the Earth as gods. It is when the favored son of Asgard once more walks among mortals. It is when an assemblage of heroes comes to avenge those who cannot defend themselves. Ozymandias is puzzled and asks his lord how he knows this era is ending now. Apocalypse tells his servant that he knows this, because his “old friend” has arrived. Ozymandias follows Apocalypse’s gaze to see Uatu the Watcher on the other side of the gorge. Apocalypse tells Ozymandias that Uatu’s mere presence speaks more volumes than any words that he is forbidden to speak. He is here to bear silent witness to the end of the Age of Wonders. Uatu’s face becomes overcome with sorrow, as if telling Apocalypse that he is right. He is there to do what only he can do, and that is to observe as only the fittest survive.

At that moment in Salem Center, New York, the Avengers’ Quinjet flies over the Xavier Institute of Higher Learning towards destiny. Iron Man, Captain America, Thor, Quicksilver and the Scarlet Witch look out the port window at the horrid sight before them. Wanda asks her friends if they think it is possible that anyone survived. The Quinjet flies over the ruins of Xavier’s school, which finds one whole wing completely destroyed and the rest of the mansion damaged severely. The X-Men have used this school as their secret sanctuary, to hide themselves from a world that fears and hates them. Today, they have been violated by one of their own.

On board, Captain America turns to Vision, who flies the Quinjet, if there is any sign of life. The Vision tells Captain America that the sensors are not picking up any life signs, but that is not unexpected. Due to their mutant background, the X-Men have many enemies, some who know of their location in Salem Center. The X-Men no doubted have heavy shields over their school. A man from elsewhere in the Quinjet cuts the Vision off. X-Man comes out of the shadows and announces that they are all alive, for he can sense them. He can sense them all except for Xavier.

The Scarlet Witch asks if Xavier is dead, but X-Man tells her that he can only say that Xavier isn’t at the school at the moment. However, he was earlier; very recently in fact. That should be obvious from the damage to the estate. As the Quinjet lands, X-Man asks the Avengers why they don’t just admit the fact that Xavier is evil. Captain America reminds Nate that they agreed to investigate his concerns, but they have all known Xavier for years. They will all have their answers soon. Suddenly, the roof of the Quinjet is ripped off, as Thor announces that they are under attack. The Quinjet has a rough landing, but soon comes to a halt.

Quicksilver, who has seen where the attack came from, rushes out of the Quinjet and right at the attacker. Before Gambit can register what has happened, Quicksilver has already grabbed him by his neck. Quicksilver begins to ask the man what he has done with the X-Men, when he realizes that he is holding an X-Man. Gambit asks Quicksilver if this is how Magneto taught him to introduce himself, with fist flying everywhere. Quicksilver reminds the thief that he launched the first attack. Quicksilver was only responding. A gun presses against Pietro’s head, ready to be fired. Quicksilver looks from the corner of his eye and sees Bishop, who orders Quicksilver to let Gambit go or else they will see how fast he can truly go.

Suddenly, the Earth beneath Bishop shatters and he is thrown into the air. On top of the Quinjet are Iron Man, Thor and the Scarlet Witch, whose hand still glows of the energy released from her hex she just used to disarm Bishop. Iron Man tells the two X-Men that, for the moment, why don’t they let the Avengers ask the questions, such as what happened? The Scarlet Witch tells the two that, since they are both recent additions to the team, they may not realize that the Avengers and the X-Men have a long history of working together. The Vision phases through the Quinjet and announces that the Avengers are ready to offer their assistance.

A lightening bolt crashes from the sky and hits the Quinjet on the side, which throws the Avengers off. A familiar voice tells them that have been having difficulties with “friends” recently. That is one way of putting it, says Cannonball, as he, the attacking Storm, as well as Phoenix, Wolverine and Iceman rush towards the scene. Storm asks her old friends to bear with them and hopes they understand why they need Phoenix to telepathically verify that they are indeed the Avengers before the X-Men can offer their assistance. As Iceman tells them at it isn’t personal, Wolverine translates Storm’s speech into simplistic words. If nobody moves, nobody gets hurt. In the Quinjet, X-Man watches the X-Men and thinks about his bright idea. After his battle with Holocaust, he thought that the Avengers could help him. Instead, they land him in the middle of enemy territory. Suddenly, X-Man spies Phoenix and is left speechless. Maddie is here? How is that possible?

X-Man begins to probe the minds of the X-Men and realizes that something is wrong. The strain on himself is obvious to Captain America, who admits that he isn’t a professor on mutant abilities, but it is clear that X-Man is under strain doing whatever he is doing. Maybe he should rest. No, says X-Man angry. He is supposed to be stronger than this. Somehow, someone has interfered with the Astral Plane. This Onslaught may be tough, but as everyone on this planet seems unwilling to accept, the X-Man is tougher. Reality warps around X-Man as he “phases” through the Quinjet and simultaneously reaches into the minds of all the X-Men to pull the threads of their memories in order to recreate what happened. His display of power is borderline frightening to the Avengers, as he weaves all the thoughts into the form of the creature responsible. The Scarlet Witch tells her brother that the telepathic energy X-Man is using is almost palpable. X-Man is pulling direct images from the X-Men. Images of what, though, asks Quicksilver.

X-Man creates a giant psionic image of Onslaught before the Avengers. Iron Man admits that he is new to the superhero gig, but he is going to guess that he is the bad guy. Storm, still under X-Man’s control, tells the Avengers that Iron Man is right. That entity attacked them. If he is not stopped soon then the entire world may be in danger. Iron Man questions her, but Wolverine tells him to trust her. Phoenix, who struggles against X-Man, tells the others that they must stop Onslaught without hurting him. The Vision processes the conversation and deduces that what Jean says is illogical. X-Man is only making things worse, says a man, as an optic blast hits X-Man in the back of the head, thus releasing the other X-Men from his thrall.

Cyclops enters the seen and grimly tells the assemblage of heroes that the being that attacked them was called Onslaught. Somewhere, buried under his psionic form, is the man who the X-Men have known and trusted for years: Onslaught is Professor Charles Xavier. Quicksilver asks if that is possible, as Captain America helps X-Man back up. Annoyed, X-Man tells him that it is possible. It is what he has been telling everyone since he came to this reality. Charles Xavier is a threat to this world, as Apocalypse was to his. He has known this the moment he met Xavier on the Astral Plane. Charles is evil.

Wolverine leaps at X-Man, yelling at him to shut his mouth or he will shut it for him. Iron Man comments that this is an original idea to start up a free and open exchange of ideas. Wolverine gets into X-Man’s face and tells him that, as far as they can tell, X-Man had more than a little to do with this whole mess. X-Man is shocked to hear that he could be given any blame, but Captain America separates the two and tells Logan that this isn’t the time for this. They must concentrate of taking down Onslaught together. Later, says Wolverine to X-Man. “Count on it, old man,” says X-Man irreverently.

As X-Man looks at Jean again, he wonders why at one level he feels alone, but in another way he feels like he is home. Phoenix asks X-Man to forgive Wolverine’s behavior. Professor X’s condition has taken its toll on them all. Vision asks for clarification, as the Xavier he knows is a kind and gentle man. What could have happened to cause this? Iceman tells Vision that Xavier didn’t do this alone. By what Onslaught said and what they saw, it seems that he is under the influence of Magneto. The Scarlet Witch is able to utter a barely audible “no,” as Quicksilver rhetorically asks how he knew that their father was somehow involved in this mess.

Elsewhere on Muir Island, home to not only the world-renowned genetic research facility, but also the team known as Excalibur, a meeting is called. Moira MacTaggert, Meggan, Colossus, Nightcrawler, Shadowcat and Peter Wisdom sit around a table, as a video plays Phoenix’s distress call, while a projector displays the image of their enemy, Onslaught. Nightcrawler announces that, thankfully, the X-Men all lived. Moira asks about Charles, to which Nightcrawler tells her that it seems that Onslaught is Charles, and he escaped with someone posing as the Beast. Neither the X-Men nor Cerebro have found them. Meggan reminds them that it isn’t surprising since Xavier is the one who designed Cerebro. Colossus agrees and tells the others that the only surprising thing is that they are here on Muir Island when they should be in the United States helping their friends.

Moira tells Colossus that she asked Nightcrawler to keep Excalibur on Muir for the same reason she asked Cyclops and Phoenix to come to them. She and Charles are old friends and once they were more than that. She hates to admit this, but the key to defeating Onslaught may be on Muir Island. Shadowcat asks Moira what she is talking about. Wisdom tells Moira to bring an end to the smoke and mirrors. How can they stop Onslaught? Moira becomes grim and tells them that they didn’t want it to ever come to this, but it may be time to unseal the Xavier Protocols.

In the subbasement of the mansion, Bishop watches the video Phoenix made not only an hour ago, even though he has heard the same words in his head since he first came to this time period. He had hoped that by having this limited knowledge he could have changed the X-Men’s destiny. He was wrong. Gambit enters the room and asks Bishop if he is okay. Bishop tells Gambit that he knew someone would betray the X-Men. He saw Phoenix’s tape a hundred years in the future. Why didn’t he know that it was Xavier? Gambit tells him that no one could. Bishop turns and admits that he owes the man an apology for accusing him of being the traitor when he first met him. Gambit tells him not to worry. He is just one of those people who people find suspicious. He should take comfort in knowing that Bishop will always be a raving paranoid and that Gambit will remain a charming louse. Bishop asks about the Professor. Gambit tells him that, underneath, the Professor is still a good person. Right now, though, they should get upstairs to the Danger Room and help with the strategy the others are putting together.

In the Danger Room is a display of Onslaught, Magneto and Xavier. Iron Man, Scarlet Witch, Quicksilver, Cyclops, Phoenix, Captain America, Thor and Storm stand around the hologram projector, while X-Man stands in the corner and a laptop displays the images to Giant-Man, who is elsewhere. Cyclops tells the group that all evidence points out that Onslaught is pure, living psionic energy. Phoenix recalls how she was in Onslaught’s mind for an instant. Somehow, there are both Xavier’s and Magneto’s personae in there, as if they were fused into this third being. Their best guess is that it happened when Xavier shut down Magneto’s mind months ago.

Cyclops admits it is still unclear, but Pietro wonders why anyone would still doubt his father is somehow involved. Wanda tells her brother to calm down. Pietro knows, but wonders if the two of them will ever escape Magneto’s shadow. Storm tells her friends that the truth is that any information should be considered highly suspected, since they received it all from Onslaught either directly or through his actions.

Suddenly, a voice happily announces that they are still alive and that they received a broken-up transmission of Phoenix’s call. Everyone turns as Sunspot, Domino and Siryn of X-Force walk in. Storm asks if the rest of the team is home. Domino confirms, but informs her that Cable left on his own to handle things. Storm asks if she is not concerned, but Domino tells her that Cable can take care of himself. She asks the X-Men to fill them in en route to wherever they are going to do whatever to whomever. Captain America stops her and tells her that they need a plan. Some of them will search for Magneto, who is still somewhere on the planet. The others will need to warn the Fantastic Four that Onslaught has taken interest in Franklin Richards.

Cyclops tells Captain America that he saw Xavier’s files last night and it seems that Franklin is not the only one Onslaught is interested in. He then announces that he and Jean are heading to Muir Island, but asks Domino and X-Force to keep an eye on X-Man. X-Man is confused and asks why he should stay at the mansion. Siryn tells him that they are friends of Cable, who saved his life. If he does not believe her, then he should read her mind and shut up. The Avengers leave to see that the Quinjet is prepared and Captain America tells the X-Men that he will see if Giant-Man can make a makeshift machine to simulate Cerebro.

Storm approaches Cyclops and tells him that she is worried about Cable. Cyclops tells her that he is too, but Nathan isn’t their priority. Storm tells him that she knows that, but Cable possesses powers second only to Xavier. Scott realizes what she means and it dawns upon him that Cable is a potential target. It is something he didn’t realize, because he didn’t want to be overly protective. Storm tells Cyclops that she will leave immediately to find him. Scott thanks her and Storm assures him that they are all going to make it through them. They all are.

On the outskirts of the mansion, Wolverine preps his motorcycle, as he thinks about how he has been acting tough lately to keep together after what happened with Genesis. Now it makes sense as to why Charles wasn’t rushing to help him out. Wherever Xavier is, he needs to hold on a little bit longer. Charles never doubted that Wolverine could tame himself, so there is no way that he will let Xavier face his darkness alone. Vision enters the room and asks Wolverine if he will be joining them in finding Magneto. Wolverine tells him that he has a hunch to play out right now. Vision understands and offers his assistance, but Wolverine declines and races out towards Massachusetts. Vision watches him go and comments that Wolverine is an odd mutant. However, it is much odder that humans still need to make distinctions between two genetic versions of the same species. That is where the tragedy lies. They are about to take arms against the man who has dedicated his entire life into bringing man and mutant together.

In the Comm Room, Iceman tells Psylocke, who is on a jet racing towards the mansion, that they are okay physically. However, emotionally he isn’t sure. That thing they have to fight is Professor Xavier. Psylocke reminds Iceman that Xavier is the same man who trained them to fight against any malevolent mutant threat, even if he is the threat. Iceman wonders why they call him Frosty and asks if there is anyone onboard with a heart that he could talk to. Psylocke becomes defensive about Iceman’s rudeness, but Archangel, who pilots beside her, tells her not to let him get to her. He is sure everything is tense there. Archangel tells Iceman that they are en route, but Iceman tells him that Cyclops wanted him and Psylocke to rendezvous with him and Jean at Muir Island, where Cyclops would explain everything to them. Iceman then tells the two that he has to go and ends the communication. Psylocke turns to Archangel, as he shifts course and asks if what Iceman said is true. Does she lack a heart? Has she changed since her exposure to the Crimson Dawn? Honestly, says Warren, yes. He thinks that they both have.

At the moment, Manhattan sleeps peacefully, but that won’t last long. Beneath the streets in Dark Beast’s base, Onslaught announces that this will do for now. Eager to please, Dark Beast tells Onslaught that he was sure that his new boss would be pleased, as it is where Dark Beast spent the last two decades experimenting. No, he did not create the Morlocks, but he has had a hand in shaping them. Dark Beast is hit by a painful psionic attack, as Onslaught tells him not to speak to him as a child. He knows what the mutant thinks before he thinks it. Is that understood? Blood pours out of Dark Beast’s ear, but he does not say anything.

Good, says Onslaught. He allowed Beast to join him for two reasons. One, he enjoyed how he had infiltrated the X-Men by posing as one of them. Of course, his plan was doomed from the start, but how was he to know? Next, and more importantly, he is alive, because he assured him that he could get him dark attendants. Where are they? Soon, mutters Dark Beast, as he wipes blood from his mouth. Menacingly, Onslaught announces that soon the entire planet shall be his and an entire race will suffer for the sins of the ignorant and the arrogance of a few.

Deep in the heart of Onslaught lays the ragged body of Charles Francis Xavier, who quietly rages in the psionic realm as his dream dies.

Characters Involved: 

Archangel, Bishop, Cannonball, Cyclops, Gambit, Iceman, Phoenix IV, Psylocke, Storm, Wolverine (X-Men)

Captain America, Iron Man, Quicksilver, Scarlet Witch, Thor, Vision (Avengers)

Colossus, Meggan, Nightcrawler, Peter Wisdom, Shadowcat (Excalibur)

Domino, Siryn, Sunspot (X-Force)


Moira MacTaggert

Dark Beast




Uatu the Watcher

On Screen:


Story Notes: 

This issue is part of Phase One of the company-wide Onslaught crossover and continues from Onslaught: X-Men, in which the X-Men learned that Xavier is Onslaught, and into X-Man #18, Cable (2nd series) #34, Avengers (1st series) #401, and Excalibur (1st series) #100.

X-Man approached the Avengers for help in Avengers (1st series) #400 after being attacked by Holocaust in X-Man #16 - 17.

X-Man has confused Jean Grey for her clone, Madelyne Pryor, who has befriended X-Man.

When Iron Man refers to the fact that he is new to the superhero gig, he is referring to how the original Tony Stark was driven mad by Immortus, which led to the death of three women. The original Iron Man then sacrificed himself, as seen in Avengers: the Crossing storyline. This Iron Man is actually a teenaged version of Tony Stark, who was pulled from the time stream.

Cyclops and the others are seen in Muir Island in Excalibur (1st series) #100.

Bishop saw Phoenix’s recording in Uncanny X-Men #287.

Wolverine’s hunch is played out in Wolverine (2nd series) #104.

The Avengers confront Magneto, or Joseph, in Avengers (1st series) #401.

Onslaught makes his move on Franklin in Fantastic Four (1st series) #415.

Psylocke was changed by the Crimson Dawn in Uncanny X-Men #330.

Dark Beast will assemble Onslaught’s minions in X-Factor (1st series) #125. He switched places with the real Beast in X-Men Unlimited (1st series) #10.

Storm goes after Cable in Cable (2nd series) #34.

Cable saved X-Man’s life in Cable (2nd series) #31.

X-Man met Xavier in X-Man #10.

Issue Information: 

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