Uncanny X-Men (1st series) #354

Issue Date: 
April 1998
Story Title: 

Steve Seagle (writer), Chris Bachalo (artist), Tim Townsend (inker), Richard Starkings & Comicraft/AD (letters), Steve Beccellato (colors), Mark Powers (editor), Bob Harras (editor in chief)

Brief Description: 

In the mansion’s grounds, having partially drained Wolverine’s lifeforce, Sauron attacks Jubilee and the X-Men. At first, Sauron seemingly prevails, before Wolverine comes around and takes him down, aided by Jubilee. Meanwhile, devastated after being accused by her teammates of draining Wolverine, Rogue rushes in the mansion and comes across an unconscious Joseph. Fearing for his life and unable to resist to the temptation, Rogue gives him mouth-to-mouth, inevitably absorbing him in the process. Just as Joseph recovers, Rogue discovers the entire scene has been watched by Marrow. Dejected and guilt-ridden, recalling how she did drain the senseless Wolverine when she found him in the woods after Sauron’s attack, Rogue grabs a taxi and heads to the Agee Institute, a clinic which claims to be able to cancel mutant genes. In outer space, Bishop realizes that Deathbird is essentially holding him captive. Suddenly, their aircraft is assaulted by an unknown ship. In Alaska, Cyclops is shocked to see Jean walking around in the costume of the original Phoenix!

Full Summary: 

Rogue runs frantically in the woods, tears forming in her eyes, releasing a cry of despair: “Why?” Why was she cursed with the power to absorb the life essence of those her skin comes into contact with, and thus, set apart from humanity? Why was she forced by fate to renounce her feelings for Gambit, the man she once loved, when his betrayal of other mutants was revealed? Why did Storm, her fellow X-Man and one of her closest friends, assumed Rogue had touched and drained the life of her teammate, Wolverine? And maybe most importantly in this moment, why have none of those fellow X-Men come to comfort her when she is so clearly upset?

Unbeknownst to Rogue, the X-Men are occupied nearby, dealing with a familiar enemy who has invaded their grounds: Sauron. The villain gloats he has returned. He revels: the life energy he drained from their fallen savage – Wolverine – is potent! Never has he felt so alive! Iceman retorts that’s funny, because never has he been so close to dead, courtesy of the X-Men! Next to him, a desperate Jubilee tries to help the unconscious Logan to come around, asking him if he can hear her.

Cannonball tells Iceman not to worry and announces he’s got Sauron. Generating his thermal field, he lunges at Sauron’s back. The high-flying villain responds with a scream of pain. Engaging him, Sam wonders why is it that the ugly ones are always bad guys. “Well, ‘cept for Beast… an’ Maggot…” Sam murmurs, keeping track of ugly heroes! “Ugly?!” a flustered Maggott exclaims upon hearing him say that.

Storm applauds Cannonball on his move and instructs him to release Sauron so that she and Iceman can make fast finish of their cold-blooded acquaintance. Iceman stresses that Sauron’s a reptile. No way is he ready for a New York winter. He speculates that Storm’s heat bubble over the School’s grounds is what probably drew him here. He suggests they hit him with an unexpected cold front. Storm agrees. At her word, the normal winter temperature is restored, complete with snow.

Now clasping Cannonball’s neck with his fangs, Sauron argues that he was not drawn here by the warmth of mere air currents: he was lured to this location by the hunger within him! He could smell their mutant energies wafting over the stench of that foul city like the scent of a favorite meal. Struggling to free himself from Sauron’s clutches, Cannonball demands that he let him go! “As you wish,” Sauron complies and lets go of Sam, releasing him right above the telegraph posts. Watching from the ground and realizing what’s about to happen, Bobby urges Sam to blast himself and make himself invulnerable! Before Sam has any time to react, though, he is electrocuted… and then, in a last-ditched attempt to save himself, he musters enough strength to blast himself off the wires, crash-landing on the ground below.

Sauron reveals he plans to feed until he’s satiated, now that he’s found the X-Men. Iceman hopes he likes frozen dinners, then, because he’s about to be put on ice! He immediately hurls shards of ice against Sauron, whom the villain easily avoids. Sauron wonders why they seek to prolong their inevitable demise. Iceman asserts that when he’s done with him, Sauron won’t be asking him why, he’ll be asking himself why he ever came here!

Sauron recalls how he was set to attain godhood before his enduring nemesis, Lord Kevin Plunder, Ka-Zar of the Savage Land, intruded. Though left for dead after their battle, Sauron’s ability to cheat eternity is nothing short of legendary. His suppressed human mind slowly returned to him and reasoned out a plan to continue his survival. Keeping alive the rumor of his death, Sauron hid himself within the terrain, waiting, watching, and unexpectedly seeing his land’s self-proclaimed lord, Ka-Zar, pack his possessions and prepare to leave this land to its ‘savages’ once more. Though Ka-Zar had given his own reasons, local stories had it that the Savage Land was doomed and would soon be destroyed by the gods.

Hiding himself in one of Ka-Zar’s crates that were being shipped to New York, Sauron delivered himself into a civilized land, where he found he was alone. Before Ka-Zar or his wife, Shanna, could claim their possessions from the dock, a weakened Sauron escaped into Manhattan. He needed energy… just a little bit… just a taste of something – even if it was the energy of a normal man, the most bitter-tasting life energy of all. Still, the energy he drained from an average human he came across was enough to get him to a better-tasting and much more satisfying mutant life force: Ellison Payton, whose mutant powers were a precognitive knowledge that allowed him to master the stock market and win the occasional lottery.

As Sauron drained Payton to death, it was on the mutant’s ledge that the smell hit him, an aroma he knew, the smell of a mutant meal he’d feasted on before: Wolverine! And finally, just a bit earlier, Sauron would have drained Wolverine completely if he hadn’t been interrupted at his most vulnerable phase of transformation by an unexpected intruder – Rogue – who forced him to hide himself, until he fully became Sauron once more.

“Hey! Daydreamer!” Iceman interrupts Sauron’s reverie. “Merry belated Christmas! Hope this ice wall is your size,” Bobby snarls as he generates an ice wall, upon which Sauron crashes. Iceman sneers that for somebody who put down Wolvie, Sauron sure is an easy mark! Recovering from the attack, Sauron promises that Iceman’s will be the next life he consumes! Flying near him, Storm retorts he will do no such thing. He has made a mistake coming to their domain, where they are dominant. She finds him to be an anachronism to this world. Pulling his gun out, Sauron hisses that it is not he who is out of time, it is she – and then shoots her! “Goddess!” Ororo screams with pain and collapses to the ground. Shocked, Jubilee calls after her.

Landing down, Sauron gloats it’s so easy. It’s like… “Taking candy from a child, pug-ugly?” Maggott interjects and snatches Sauron’s pistol, disposing of it by throwing it on his techno-organic slugs, Eany and Meeny. “There you go girls… treats from daddy,” Maggott tells them and the two insatiable creatures devour the weapon with zest.

Jubilee snaps that Sauron may have caught them off-guard but they’re ready for him now! “One-two, Jubilee! Let’s bag the fowl!” Iceman shouts as the three mutants assemble on the ground, with Sauron soaring above them like a vulture. “Fowl?” Sauron purrs and begins to exercise his hypnotic powers on Iceman, mentally coercing Bobby into believing that he is his friend, his ally, mind and soul, against the evil she-creatures that would rise against them…

Now entranced, Bobby sees Jubilee before him, in the form of a hideous, giant female monster. Jubilee wonders why he’s looking at her like that. Bobby grunts that all this time he thought she was one of them, but she’s not! Jubilee urges him to snap out of it: Sauron’s hypnotizing him! Iceman screams that she’s just another demon and ferociously attacks her and ensnares her in ice, before he resolves to get away from her… all of them… protect himself from these monsters! In his blurry state of mind, he decides he has to hide himself and encases himself into one of his glaciers!

Sauron encourages Iceman to freeze himself in place – making it all the easier for Sauron to descend upon him at his leisure! Maggott retorts he shouldn’t count on that – Iceman will melt free long before Sauron’s wounds heal! Leaping down a tree and ambushing Sauron from above, Maggott lands on the villain’s back. “Who…?” Sauron snarls. Maggott protests that if you’re going to attack a man in his own home, least you could bloody do is make the proper introductions first – and then introduces himself. “Get off of me!” Sauron begins howling incessantly. “Dish it out, but you can’t take it?” Maggott scoffs – he can’t say he’s surprised! Sauron assures him he can take it – but can Maggott take it? Flying deliberately higher and higher in the sky, Sauron wonders if Maggott can withstand the sudden change in pressure; the dizzying heights; the thinning air.

In outer space, aboard the private transport of Deathbird, the exiled Shi’ar noblewoman asks her ‘guest’, Bishop, if he really meant what he said about her. Was he truly as impressed by the woman she can be as by the warrior she is? In a sickbed, connected with various devices and unable to move, Bishop stresses that he’s a man, so he couldn’t help but notice her beauty. But he’s also from a future where it takes more than mere bravery for one to be regarded a warrior. Her history speaks volumes to him. He has also been thinking about other things, since the day their ship exploded leaving him in his present… condition. If she were able to teleport them, why couldn’t she also save the other X-Men? And if was completely paralyzed in that explosion, how can she say he’s recovering?

“You would dare ask me these questions?” an indignant Deathbird demurs. She saved him from the dark fate that befell his fellow teammates! She saved his life! She risked his life for him – for them. She urges him to ask her no more. He is paralyzed and only she can save him. And then they will rule an empire together! “Do you understand, my only love?” she asks him.

Bishop hesitantly replies that he understands. In truth, he contemplates that she is insane and she isn’t telling the truth about all this. He doesn’t remember what happened after that explosion but he does know – he feels – the X-Men did not die. And he also knows that while he may not be able to move from this sickbed, it’s not because he’s paralyzed. Imprisoned, perhaps, but not…

Suddenly, the computer of the ship warns them of an uncatalogued craft approaching. Worried, Bishop asks her what that alarm is. Deathbird is surprised: there should be no ship along this sector. That’s why she chose it. Who…? Before she completes her thought, a huge spherical shuttle releases two powerful blasts on Deathbird’s ship, damaging it severely. “Systems failure… Abandon craft…” the computer ship wails, just as the spherical shuttle becomes a mass of searing light.

Back at the institute, Rogue realizes she’s got to get out of here. Nobody believes her anymore, not even Storm. No one seems to care that much that she lost the man of her dreams and her heart’s broken. Because she’s a hero, should she just be able to take it? Set her feelings aside and…

Suddenly, she pauses as she enters the rec room in the school’s facilities and discovers Joseph lay on the floor. When Rogue last saw Joseph in this very room, he was very angry and distant, but he wasn’t comatose on the floor with every metal object in the room pushed five feet away from him! Kneeling above him, Rogue urges him to talk to her – she can’t really deal with his being dead right now! Having an epiphany, she decides to look for a heartbeat. Isn’t that what they always do on TV? Indeed, she presses her head against Joseph’s chest and hearkens but she can hear nothing. She realizes she’s got to get some help. But who? Beast’s gone and everyone else is down at the pond. She suddenly remembers Doctor… what’s her name? “Dr. Reyes,” she calls after her, but no response comes.

A desperate Rogue tells the lifeless Joseph that he must help her here! She could fly him, but she knows you aren’t supposed to move injured folks. She could get him help, but he might die or get brain damage if he needs mouth-to-mouth right away or… or… or she could give him mouth-to-mouth if…

No! she suddenly tells herself. Why would she ever think that? She provides the answer herself: because she knows she has no other choice. She must do this if Joseph is to live… or so she tells herself. She finally gets down to giving him mouth-to-mouth. She immediately feels his mind coming in and tries to resist – but it’s so hard! She then gives him chest compressions. She apologizes to him if it hurt him. She’s never allowed to use her powers, so she doesn’t know how to control them. She’s never been able to do just a little bit – but she’s trying. Of course, she’s not swimming in his memories yet, just a little bit, so…

Marrow suddenly sneaks up on her and asks Rogue if she does that to all the boys that aren’t cooperating. Upset, Rogue tries to justify herself: this isn’t what it looks like. She came in here and Joseph was… Marrow cuts her short and assures her she doesn’t have to make up excuses for her. She saw what Rogue was doing. She argues that the two of them are two of a kind at heart. Marrow just snuck back in to take care of some private business and now she’s going again. Rogue’s secret’s safe with her… for now. Coming around, Joseph coughs and wonders what they’re doing. Rogue is relieved to see he’s alive. She’s about to explain what she did to him, before she quickly changes her mind and takes flight. As she exits the building, Rogue fears that what Marrow said might be considered true… or worse, might be true.

Meanwhile, Maggott is still riding Sauron mid-air. Sauron reveals that, when he last fought him, Ka-Zar tried this very strategy. Maggott shouldn’t think that Sauron hasn’t learned how to shake unwelcome riders since then! Maggott retorts that he doesn’t know who “Ka-Zar” is, but wonders if Sauron is trying to convince Maggott, or just himself! “Say your prayers, cretin!” Sauron hisses. He notes that Maggott’s religion is an odd one, but as he’s said what he will, they should see how well his deity will respond! With this, he tosses Maggott off of him and earthwards! Freefalling, Maggott urges Eany and Meany to eat as much of the ground as they can! The slugs comply at once. Seeing Cannonball below him tending to the fallen Storm, Maggott warns him to get out of the way! Too late, though, as Maggott crash-lands and the ground gives way below their feet.

Still ensnared in Iceman’s ice-block, a shocked Jubilee calls after Sam, realizing that the ground just gave way like it was freakin’ Styrofoam pellets! Sauron approaches and agrees that yes it did! He knew he was powerful, but he had no idea how much so! She should imagine his invincibility once he has devoured the life essence of the rest of them! Beginning with the tasty little morsel of a mutant before him: her!

Jubilee retorts that she’s nobody’s snack food! Mustering enough strength, she releases her plasma bursts just enough to break her out of the ice-block, hurling them all the way to Sauron and causing the villain to back off, howling with pain. Sauron taunts her that her little fireworks can’t harm him! “Yeah, right!” Jubilee retorts. She can tell they don’t by that big fat “Aaarh” he just yelped! Seeing her climb on a tree, Sauron retorts that if she were truly confident, she would not be trying to climb to her salvation – especially when it will avail her not!

Jubilee retorts that he’s only assuming she’s running away and he knows what they say that it happens when you “assume”. Leaping off the tree, she lunges at him and kicks him in the chest, explaining that she was just trying to keep him an arm’s length away. Sauron instantly retaliates and knocks her out with a strike, arguing that he doesn’t have arms: he has wings; powerful ones! Examining the pile of fallen X-Men all around him, Sauron gloats that beneath those mighty appendages, he stands triumphant!

Ptarmigan Creek, Anchorage, Alaska

Sitting on a couch in the living room, Cyclops is desperately trying to practice his skills. Concentrating hard, he tries to convince himself he can master making a small hole right through the center of a tostada shell he’s holding, just like when he first started training with Professor X at the school… all it takes is a little practice…

Throwing the shell in the air, Scott releases a beam and smashes it completely. “No!” he shouts in frustration. He urges himself to focus past the pain… a thin beam straight through the center… However, when he throws another one in the air, he spectacularly fails again. “Blast!” he gripes. Jean hears him from one of the rooms inside and asks him what he’s doing in there. Looking at the huge pile of pulverized tostada shells on his feet, Cyclops banters that he’s making nachos the hard way!

More like making a mess, the easy way, Jean retorts as she walks in and hugs him from behind. Can she join him? Or he wants to be alone to settle his vendetta with Taco Bell? Cyclops tells her to come in. She can bring some salsa and they can have lunch. Jean urges him to talk to her. What’s going on in that head of his? Scott explains he’s trying to get his powers back in line. The scar tissue from the emergency surgery to remove that bomb Bastion planted in him is still causing him pain, making him lose his concentration. He can’t focus.

Jean points out he has to give himself some time. Scott knows that, but it’s so frustrating. Like being paralyzed and then having to learn to walk all over again. His power is what’s defined him for so many years and now he’s lost that. Jean retorts he is more than his powers – they all are. The powers may be a part of them, but they are not the totality of what they are. In fact, she…

Jean?!” Scott suddenly gasps in shock, as he finally sees Jean, as she stands by the fireplace, munching some tostada shells – Jean, wearing the costume that the original Phoenix, her alien doppelganger, wore once! “…What?” she replies nonchalantly.


Sauron wonders why there is so often famine followed by an amazing feast; he doesn’t know where to begin! A burst of young mutant energy – Jubilee – to whet his appetite? He decides that “no” – far too small. He craves enough energy to transform and transcend! He would have the weather witch, Storm, once more. Her power would fill him well. He wonders where she is, until he sees she’s fallen into the pit eaten away by those slugs – too far down. He also skips the “beast-man,” Wolverine, since he’s already drained, when he suddenly spots the perfect victim and enthuses: the young blaster, Cannonball!

Standing on his feet, Wolverine grits his teeth and tells him that Cannonball’s off limits. As for the “beast man” himself, he may be drained, but he isn’t dead! “And with Wolverine, that’s what it takes to get me off your back once I’m on it!” Logan snarls and attacks Sauron, slashing him with his claws. Sauron retorts that, if Wolverine’s death is necessary, let them see its immediate deliverance! No chance, Logan snaps and punches Sauron in the face, just as the villain touches his face and partially drains him again.

Both combatants temporarily lose consciousness and collapse to the ground, before rising again. Sauron tells Wolverine he’s dead. Feeling weak, Logan retorts that his lifeforce at 2% is still 1% more than he needs to kick Sauron’s tail-feathers. He invites Sauron to come over here and fall on his claw! Sauron retorts that it will take more than a scratch from him to spell his end!

“How about a nice big ba-boom in your eardrums?” Jubilee ambushes him and releases her pyrotechnics at Sauron’s ears. The villain screams and instantaneously falls unconscious. Logan congratulates Jubes, but stresses he could’ve taken care of him himself. Probably, Jubilation agrees – but just because she hangs out with the kids nowadays doesn’t mean she doesn’t remember what it takes to be an X-Man.

Wolverine decides to check on Storm and the others. Just then, all the X-Men appear safe and sound, just as Maggott announces that Storm’s still standing. Storm explains that Sauron’s shot was mercifully little more than a graze; she will be fine. Iceman wonders what they’re going to do with Sauron. Wolverine quips that, since they can’t make Kentucky-fried pterodactyl out of him, he’ll tie him up, take him directly into the city and leave him for S.H.I.E.L.D. or somebody else to sort out. For now, though, he wants to find Rogue. He’s got a couple of questions for her – big ones.

Meanwhile, Rogue has come into Salem Center proper, asking herself the same question over and over: why did any of this nightmare of a day have to happen? Since no answer has come, she’s decided to escape the gravity of her situation by running away – running away from herself. She quickly finds a taxi and hops in. The driver asks her where to. Manhattan, Rogue stammers. The driver notes that’s a long ride; it’s going to cost her more than a buck or two. Rogue knows that. Normally she could get herself there but… she just can’t today.

The driver knows what she means. Some days are like that; stuff’s that usually simple seem impossible all of a sudden. It’s going to be a long trip; perhaps she wants to talk about it? He doesn’t mind that, playing the bartender and all. “Talk about it?” a teary-eyed Rogue whimpers, as she recalls how she discovered the unconscious Wolverine in the woods… and couldn’t resist to the temptation to touch him herself. She mumbles that she… she can’t. No problem, replies the driver. He suddenly wonders if she ever thinks cavemen couldn’t go anywhere fast, but nowadays everybody’s in a hurry. Does she ever wonder why that is? Rogue apologizes but she can’t talk right now. Could he just drive her – please? Sure, the driver replies, but she never told him: where in Manhattan? The Agee Institute, she replies. It’s somewhere near Central Park… she saw it on the news…

Characters Involved: 

Cannonball, Iceman, Joseph, Maggott, Marrow, Rogue, Storm, Wolverine (all X-Men)

Bishop, Cyclops, Phoenix IV (former X-Men)

Jubilee (Generation X)



Taxi driver

In Sauron’s memories:



Shanna the She-Devil


Wolverine, Rogue (both X-Men)

Ellison Payton

Human victim of Sauron

Story Notes: 

This issue was also released with a limited variant cover, teasing readers by depicting Jean Grey in the Phoenix costume.

Rogue abandoned Gambit in Antarctica after the revelation of his involvement in the Morlocks’ massacre. [Uncanny X-Men #350]

Sauron fought Ka-Zar and seemingly died in an explosion in Ka-Zar of the Savage Land #1. He broke free from one of Ka-Zar’s boxes – that were shipped to New York all the way from Savage Land – in Uncanny X-Men #351.

The explosion that separated Bishop from his teammates, leaving him at the clutches of Deathbird, occurred in Uncanny X-Men #345, the same issue where he read up on Deathbird’s history.

This issue tries to make up for the problematic continuity of last issue. Unlike last issue, where Marrow was incorrectly presented as still living at the mansion following her brutal fight with Wolverine, here she is clearly shown only stopping by the mansion, presumably to collect medical supplies for the injured Callisto. [X-Men (2nd series) #73] Incidentally, Joseph still being at the mansion means this issue is set before his departure in X-Men (2nd series) #73.

Cyclops underwent an emergency surgery to remove the bomb from his stomach in X-Men (2nd series) #70.

With this issue, Jean stops donning the costume she has been wearing since X-Men (2nd series) #1 – one of her most longstanding outfits. The Phoenix costume she dons is yet another hint to a planned story arc in which Jean’s powers would ascend to Phoenix levels – before the editors changed their minds and nixed it.

Rogue found out about Dr. Agee, the man who claims to have found a ‘cure’ for the mutant genes, back in Uncanny X-Men #353.

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