Uncanny X-Men (1st series) #374

Issue Date: 
November 1999
Story Title: 
Beauty & the Beast part two: You Can’t Go Home Again

Alan Davis (plot) Tom Raney (pencils), Scott Hanna (inks), Jay Faerber (dialogue), Liquid! (colors), Richard Starkings & Comicraft’s Saida Temofonte (letters), Mark Powers (editor), Bob Harras (editor in chief)

Brief Description: 

Mikhail Rasputin teleports his brother and Marrow to his world, and Marrow immediately leaves to find Callisto. Piotr talks with his brother, and it soon becomes clear that Mikhail intends to make up for his sister’s death and those of the Morlocks by creating new life, which horrifies Piotr. He explains that even by creating new life, it doesn’t mean anything, as Illyana will be a soulless statue. Mikhail, however, tells him that Piotr himself will have the creative spark to give Illyana her real presence. Elsewhere, Marrow comes across Callisto, but she is holding a younger version of herself. Marrow doesn’t know why she can see these images, but when the whole scene begins to play out, she remembers it from her younger days on Mikhail’s world. As she wonders if Mikhail is creating these flashbacks, she sees her younger self being taken from Callisto, and realizes how little choice her friend had in the matter. She then takes a look at those fighting on the hill outside and remembers how she used to feel when asked to battle day by day. She then sees a slightly older version of herself, and is shocked at how feral she looks. She sees the scene where Mikhail tested her once again against two large thugs, and recalls how proud she felt when she took them apart. All she wanted back then was his acceptance - the acceptance of a madman. Meanwhile, Mikhail creates a facsimile of Illyana, but when Piotr will not help, Mikhail decides that he will be destroyed. As they fight, Marrow returns and argues with Mikhail about how he should recognize his part in her struggle in order to live with the guilt of the thousands that he killed. Mikhail begins to struggle with something inside of him, and somehow pushes out of himself a strange entity that swirls around them, comprised of dozens of tortured faces. Piotr realizes that this thing must have been in control of his brother for some time, and formed a symbiotic relationship with him. Mikhail decides to return Piotr and Marrow to where they came from, but Piotr persuades him to come too, hoping the entity doesn’t follow. With his remaining power, Mikhail teleports them back to the Boston art gallery and falls unconscious. Meanwhile, in Egypt, Deathbird is double-crossed by Apocalypse after delivering the Living Monolith to his followers.

Full Summary: 

(the sanctuary, somewhere far from Earth)

Mikhail Rasputin has transported his brother, Piotr, and his fellow X-Man, Marrow, to his world. Marrow has run off in search of Callisto, leaving Piotr behind to try and figure out what Mikhail is up to. Piotr is obviously agitated, and Mikhail tries to calm him down. When Piotr asks him what it is that he wants, Mikhail reminds his brother that he is a mutant, as is he. As Colossus, he has dedicated his life to protecting a humanity that despises him. What if he told him he could change that? What if he told him he had the power to mend the world, and even bring their sister back from the dead? Piotr replies that he would say Mikhail was tragically misguided.

Before he hears any more talk about Illyana, he asks where Marrow is. Mikhail tells him he was always a worrier. He assures him that no harm shall come to her. He offers to explain everything.


Mikhail says that Piotr already knows how the Russian government faked his death, so that he could continue serving as a cosmonaut without the world learning that he was a mutant. It should come as no surprise to Piotr that their homeland’s government is just as afraid of mutants as the Americans are. To them, they are expendable. He had no rights.

His first mission was to lead an expedition into an interdimensional portal discovered on Sakhalin Island. His superiors believed his ability to use energy to transform and reshape matter might help protect their craft on its journey between dimensions. They were wrong. The journey, he explains, was horrific. While his powers saved him, they did nothing to help his comrades. Years later, Piotr and the X-Men arrived in the void and managed to take him home. Readjustments were difficult at best. Mikhail’s powers continued to grow, as did his guilt. He found himself among the Morlocks, who lived under the streets of Manhattan. Their realm was threatened by a flood of biblical proportions, and in this potential tragedy, he saw his chance for redemption. He used his powers to transport them all, seconds before the waves crashed down upon them.

He continues to point out that he was the sole survivor, and was greeted by a welcoming party native to this strange new world. They allowed him to live among them, and how did he repay them? With death. The gateway between their two dimensions threatened both worlds. When he attempted to use his powers to seal the breach, the destructive feedback killed everyone in this land… except for him. He adds that they ended up in the sanctuary where they stand, and the Morlocks grew strong. Many of the children were ill-equipped to deal with the harsh surroundings, so he forged them into warriors. Eventually they were strong enough to rebel and they returned to Earth.


Piotr says that he hasn’t time for his brother’s stories. He knows all of this already. Mikhail tells Piotr that he doesn’t understand, but then, neither did he. The story he just told him was merely the beginning. He was evolving… into a God! He flings his arms wide open, causing Piotr to take a step backwards. Mikhail asks Piotr if he thinks he’s insane. Piotr replies that Mikhail talks of resurrecting Illyana, and that is madness. He misses her terribly, and for a time he was so consumed with grief that he turned on the X-Men. Eventually he came to grips with her loss, and Mikhail must do the same.

Mikhail motions to a nearby chair. “But I can bring Illyana back,” he says, as he transforms the chair into a living breathing growling creature. Piotr asks how he did that. He’s never exhibited power like that before. Mikhail replies that he is no longer merely a man, or merely a mutant. He has the power of a god. He has the power over death. Piotr transforms into his armored form and thinks it’s best he find Marrow. He doesn’t like where this conversation is headed.

(elsewhere within the sanctuary)

Marrow runs through a corridor, certain that she saw Callisto. She comes to a doorway, which she recognizes and enters. She remembers it as the chamber she slept in when she and the other Morlocks lived there after Rasputin saved them from the flood. They were kept there until their powers manifested. She can still hear the other children crying into the night and the cold sweat she would wake up in near every dawn. The only person who ever showed her any compassion was Callisto.

Marrow says her name out loud, as she turns to see a greyed out Callisto. hugging a young girl. Marrow walks over and places her hand on her shoulder. She then realizes that the young girl is her, only younger. She is shocked and doesn’t understand what’s happening. She remembers the bones emerging through her skin and how Callisto was so caring. The memory moves on, and two large thugs appear to take Marrow away. Callisto wants more time with her, but they state that Mikhail’s law is unwavering. Once a mutant manifests their power, they are a child no longer. They must go to the outlands and earn the right to return.

The young Marrow is hauled away screaming, with Callisto helpless to intervene. The older Marrow has worked hard to forget this day. She hated Callisto for letting them take her, but now she can see things from her perspective. This must have torn her apart.

The young Marrow is taken to the door and thrown outside to fight. The older Marrow wonders what’s going on. How is she seeing all of this? Could Mikhail be behind this and the nightmares she’s been having recently? She looks down the hill at the people below. Taking part in that never-ending battle went a long way into making her who she is today. Even though she knows what happens, it’s still hard to watch. It’s survival of the fittest in every sense of the word.

She watches creatures fighting and remembers how she used her jagged bones like crude weapons. They grew relentlessly and the pain was constant; excruciating. Thanks to the X-Men, she now has some control over her powers, and for the first time she can almost imagine a life that’s more than conflict and suffering. She wonders how long that will last. Charles Xavier has effectively disbanded the team and has been acting like he’s losing it. She never really wanted to join the outfit, and only did so because Callisto made her. What will she do if it’s really over?


Piotr demands to be taken to Marrow, but Mikhail has something he wants to impart first. He wants to tell Piotr about their sister. He explains that the deaths of thousands weigh heavily upon his conscience. The only way to redeem himself is to bring them back to life. Restore what he took. Piotr has heard enough. He says that he cannot bring his sister back. His trick might be impressive, but the things he animates are not truly alive. Mikhail explains that this is why he has brought Piotr to him. He has the spark that he lacks. He saw that when he discovered his painting while observing Earth. When he looks at the representation in a picture frame of Illyana, he remembers her with crystal clarity, but as soon as he looks away, he cannot even remember her face.

Piotr tells Mikhail that this is too painful. He doesn’t realize what he is suggesting. Something’s happening to him. Mikhail asks him to be silent. Doesn’t Piotr understand that he has recognized his true gift? He sees it all. He sees beneath the surface to the truth. He motions once more and the image of Illyana begins to form beside them. It quickly turns into Illyana wearing her x-uniform. “See?” asks Mikhail. “Your memory completes what I have begun. It adds what he lacks. I tap into your psyche and she comes alive.” Piotr closes his eyes tight and says no. He feels that all this is wrong. These are nothing more than animated statues - soulless lifeless mannequins created to ease Mikhail’s conscience.

He tries to explain to his older brother that each life; each person is a unique individual. No one can be truly captured on a canvas or in a statue. As an artist, he tries to inject his art with emotion, but it is only an impression of that emotion, not the true feeling. He can never capture a person’s mind or soul or spirit. Once a person is dead, those things exist only in their memories. Anything else is just a forgery.

No!” exclaims Mikhail. He cannot accept that. He thinks his brother is lying. If he will not help him he will be destroyed. Mikhail unleashes an energy blast that hits Colossus full on, crackling green lighting all around his body.

(elsewhere in the sanctuary)

Marrow suffers from the memories that being in this place brings back. She spent too long there, fighting for food, fighting for shelter and sometimes for no reason at all. There were no such things as friendship - just alliances of convenience. Their only goal was to return to the citadel as one of the chosen. When all humanity had finally been worn out of her, she climbed to the citadel in search of reunification.

She gasps as another younger version of herself appears beside her, looking over the wall onto the hill. She is almost shocked to see how feral she had become back then. A younger Mikhail appears with two thugs and congratulates Marrow. However, getting to the citadel was merely the first part of the test. Can she stay?

The older Marrow remembers his ultimate challenge all too well. The two hulking thugs attacked her younger self, but despite their size and strength, Marrow took them apart. The older Marrow remembers how proud she was at the time for doing that. Now, seeing herself like that, she was an animal. A killing machine. She sees Mikhail smiling, enjoying the violence. His eyes were cold, so devoid of life. She looks back to her younger, self relishing the battle. She kept thinking back then that fighting the other Morlocks was a way of fighting the system, but in reality, she was just perpetuating this system. She was doing exactly what was expected of her.

The young Marrow looks at Mikhail and tells him that she has won. Mikhail replies that this was just one battle. Life is a continuous struggle. If she is prepared to continue fighting, she may stay. All Marrow wanted then was his approval and his acceptance… the acceptance of a cruel madman.

Meanwhile, Colossus withstands his brother’s initial onslaught, smashing his way through rock that Mikhail tries to grab him with. He lunges for Mikhail, but he cannot get through to him. Mikhail tells him that even his immense strength is useless there. Nothing touches him unless he wishes it. His power is beyond even Piotr’s. It is as he said. “I am a god!” Piotr knows that Mikhail has always been a powerful mutant, but he’s never displayed this kind of intensity before. It’s almost as if his powers have been somehow magnified, at the price of his sanity.

Mikhail emits more glowing green energy causing Piotr pain. He asks him to stop, but Mikhail replies by asking him how he can convince him of his power. Piotr rips apart some more rock that Mikhail manipulates, replying that it is not his power that he doubts… it’s his sanity. Mikhail asks Piotr to forgive him as he encases him within another pile of rock; adding that he gives him no choice. In time, Piotr will see that he is right.

From nowhere, Marrow leaps at Mikhail, narrowly missing him with her claws. She tells Piotr that she got tired of chasing phantoms and decided to track him down. She didn’t know he was in the middle of a family reunion. She stands and tells Mikhail that she could have killed him without a second thought, just like he trained her to do. However, she wanted him to see her and to know that. Mikhail asks who she is. “One of your creations,” she replies. “One of your victims.” She doesn’t expect him to remember. He thought she and her fellow Morlocks was no better than an animal, but it was him who made them that way.

Piotr warns her to stay away from him, but Mikhail remembers who she is. He recognizes how much she has changed. He tells her that he cared for each and every one of them, doing what was necessary to prepare them for the cruelty of the real world. Marrow replies that he brought them to this hell and made them struggle every moment. To this, Mikhail points out that if he had left them in the tunnels, they would all have died. Marrow becomes agitated, informing him that there are some fates worse than death. He created the situation there so he could become their savior. He needs to see himself in that light so he can live with the guilt of all the thousands that he killed.

“Nooo!” Mikhail screams, summoning power into his right hand. Piotr calls for him to stop, and he does, reluctantly listening to what else Marrow has to say. She adds that he taught her well. Does he want to see how well she remembers her lessons? Mikhail closes his eyes and turns away. “No,” he replies, before he grabs his head. More green energy flows from his body as he tells Marrow and Piotr that he only wanted to do what was right. Power continues to pour from him, and Piotr covers Marrow to protect her from the energy and any debris that is created. He asks Mikhail once again to stop. If he loses control they’ll all be killed. Mikhail says that it’s not him. He struggles to speak, clenching his fists.

Mikhail then opens himself up, completely emerged in the green energy that rushes from his body. “I can’t stop it!” He screams. Amazingly, the energy begins to from shapes as it swirls around above the two brothers. “My God!” exclaims Mikhail. “What… what is it? Piotr tells him that it is as he feared. This is the source of his reality-warping power. It’s been affecting his mind. He new something was wrong but he just couldn’t place what. The dimension is controlled by this entity - some kind of intelligent force of nature. It must have formed a symbiotic relationship with Mikhail.

Mikhail looks scared. He tells Piotr that he can’t seem to think clearly. It’s pulling at his mind. He then realizes what a fool he has been. However, he knows that he can make amends. He will save them from this thing if it’s his last act. He still has some power of his own. He opens a portal that will take Piotr and Sarah home. He tells them the doorway is there and they should go.

Marrow can feel it pulling them in but, before they enter, Piotr asks Mikhail to go with them. Mikhail refuses. He realizes that this entity has been with him since his first trip into the void. It is responsible for the deaths he caused. If he comes through the portal, it will more than likely follow him. Piotr tells him he is stronger now. He can fight it and prevent it from following. He finally persuades Mikhail to follow them, and the three of them travel through the portal, emerging on the other side in the same place they were taken from.

Mikhail lies exhausted, and Marrow asks how he is. Piotr says he is alive. They’d better leave before they are discovered. He wants the Professor to attend to his brother at once. When Marrow notices that the painting of Illyana has been destroyed, Piotr is calm about it. He figures that it was only an image… a reproduction. Nothing more. And losing it is a fair price if it has returned his brother to him.


Deathbird meets with Apocalypse, having delivered the Living Monolith’s sarcophagus, and she informs him that she has kept to her side of the bargain. She thinks these pathetic throwbacks have kept themselves in seclusion for generations while they adhered to their civilization’s old ways, all because they believed in a prophecy that said their pharaoh would one day return. She has fulfilled that prophecy, and for that she expects the price they agreed upon. Apocalypse responds by blasting her, knocking her unconscious in a wicked double-cross. His soldiers ask if they should dispose of her. Apocalypse replies that she is a vicious, ruthless murderess with no conscience of morality. That sort of raw material is far too good to waste. He orders them to take her for conversion.

Characters Involved: 

Colossus, Marrow (both X-Men)

Mikhail Rasputin


Egyptian cultists

The Living Monolith

Apocalypse and his soldiers

Symbiotic energy creature

(in flashback)

Archangel, Colossus, Jean Grey, Iceman, Storm (all X-Men)

Mikhail Rasputin


Rasputin’s fellow cosmonauts


(in Marrow’s memories)



Mikhail Rasputin

Two thugs

Inhabitants of the Hill

Story Notes: 

Mikhail’s explanation that he tried to help the Morlocks from the flood are false. He opened the floodgates himself in Uncanny X-Men #293. It was revealed that the Morlocks were still alive in Cable (2nd series) #15.

Mikhail was rescued from Sakhalin Island in Uncanny X-Men #286.

Callisto had Marrow join the X-Men in X-Men (2nd series) #70.

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