Uncanny X-Men (1st series) #387

Issue Date: 
December 2000
Story Title: 
Cry Justice, Cry Vengeance!

Chris Claremont (Plot), Salvador Larroca (Art), Tim Townsend (Inks), Richard Isanove (Colors), Richard Starkings & COMICRAFT’s Saida T! (Letters), Pete Franco (Assistant Editor), Mark Powers (Editor), Joe Quesada (Editor in Chief)

Brief Description: 

Down in New Orleans, the X-Men recuperate in a secret hospital after saving Lee Forrester and others from a hurricane. Jean and Beast return to the hospital after shopping for treats for the team when they see a jet in the courtyard of the hospital. They soon realize it belongs to the Black Panther and inside they meet Everett K. Ross and another woman, who are looking for Storm. Storm meets the two and tells the X-Men that the Panther has requested for her alone and she must respect his decision. Storm leaves for Wakanda with Ross as the X-Men wonder what is going on. In the solarium of the hospital Lee Forrester gives condolences to Jean after she hears that Scott is dead. Suddenly, the hospital is attacked by Mandroids, but the X-Men quickly defeat them. However, Jean is captured by a man called Starhammer after a few former Shi’ar Imperial Guardsmen distract the rest of the X-Men. Starhammer is actually a D’bari, whose home planet was destroyed by the Dark Phoenix. Starhammer has come to Earth to kill Jean, which Jean allows him to do in the Astral Plane. The X-Men defeat the aliens and save Jean, who is more determined to live up to the name of Phoenix. Beast, however, is worried when he learns that the aliens claim they are imprisoned on Earth. Jean is distracted, though, with a renewed hope that Cyclops is alive after recent events. In space, Professor Xavier meets with Empress Lilandra on board the Starjammer. Corsair tells Xavier that he blames him for Cyclops’ death, which makes Xavier more intent on saving the Earth and the X-Men to redeem himself. However, his mission is made harder when he discovers that the intergalactic races have turned Earth into a prison planet for the galaxy’s most dangerous criminals out of fear of Earth having too much influence on the galaxy. To make things worse there is nothing Empress Lilandra can do about it…

Full Summary: 

The Past:

At one point in time there was a world known as D’bari. It was so far from Earth that numbers had no meaning. The culture was peaceful and thriving, which existed under the sphere of influence of the Shi’ar Empire. The alliance with the Shi’ar was intended to keep D’bari safe from foreign threats. That is why no one who went to sleep on the planet’s night side realized they would never wake up.

It is also the same reason why those on the dayside woke up unaware that they would never see another sunset. The end came before noon on the planetary capital. The streets were thick with shoppers and workers off to lunch on the beautiful spring day. The D’bari could not help, but to be glad that they were alive.

Without warning the sun got brighter. Before their startled eyes it got bigger and bigger. The knowledgeable few understood immediately that their sun had exploded. For most, all they could register was doom. Then it was upon them.

In the heart of the supernova was the being known as the Dark Phoenix. No matter what argument is brought up, the template of her soul was always a woman named Jean Grey. Jean is a telepathic mutant, whose powers separated her from society. Not long ago those powers came in contact with a force in the cosmos, which embodied the fire of life and the passion of creation.

To save her friends Jean allowed the Phoenix to take her place. The Phoenix became human, which subjected her to the same emotions and weaknesses of any human. The human Phoenix found herself overwhelmed by forces far beyond her comprehension and control. She hungered and she fed. The fact that D’bari died in the process was no consequence at all.

In the present:

Much has changed since the Dark Phoenix emerged. The Phoenix ended her own life to atone for her sins and to ensure that her acts would never happen again. The X-Men then thought that Jean Grey was dead. They were wrong. The real Jean was held in suspended animation by the Phoenix and later freed by the Fantastic Four. Jean then returned to the X-Men as a mainstay of the team. Due to that rebirth Jean took on the codename of Phoenix.

At the moment, the events of the past are not on Jean’s mind as she and Hank McCoy, a.k.a. the Beast, cruise down the French Market of the French Quarter. The two are out to buy goodies for their teammates, who are recuperating from recent injuries out in sea. Jean smiles as she looks as the goods. Hank is right by her and uses an image inducer to hide his blue fur.

The two leave the market and head to a retired convent, out beyond Barracks Street on the fringes of the French Quarter. It started out as a hospital. That has not changed, though the clientele has. As Jean and Hank enter the courtyard they are both surprised at the jet parked there, which obviously was not there when they left.

Jean jokes that she knew parking was tight, but thinks that the jet being in the courtyard is ridiculous. Hank corrects Jean and tells her that the jet is a Talon Fighter. The marks on it indicate it is one of the personal aircrafts of King T’Challa.

As the two open the front doors to the convent Jean wonders out loud what the Black Panther is doing in the French Quarter. Beast switches off his image inducer. Inside the main lobby are two people, a black woman and a white man who are arguing with one of the convent’s employees.

The man tells the girl, who is busy filing her nails, that he is Everett K. Ross, the appointed regent to Wakanda. That makes him Head of State. He takes out his credentials and shows them to the girl, who does not even look up at him. Annoyed, Ross tells her to cooperate or else he will give the hospital and the outlaws who bankroll them for their purposes more trouble than they need. He asks the girl if he is getting through to her, but the girl blows a bubble with her gum and lets it pop in his face.

Jean introduces herself to Ross and the other woman and asks them if they need assistance. The woman with Ross tells Jean that they are looking for Ororo Munroe, a.k.a. Storm, but since Jean is not her - by about six inches and a “serious dose of melanin” – it is not her business.

Behind Ross and the woman Storm comes out, wearing a purple dress. Storm tells the woman from Wakanda that Jean is her friend and that makes her business Jean’s. Storm immediately then tells the woman that she knows she is from the Dora Milaje, which means T’Challa sent her. The other woman asks Storm how she knows that. Storm smiles and says that she knows many things about the Black Panther.

Storm turns to Jean and Hank and tells them that she must go, because Gambit is not the only X-Man bound to old debts and obligations. Jean asks her if she wants backup, but Storm tells her that the summons was for her alone. Whatever is between her and T’Challa is private and without T’Challa’s leave she cannot tell Jean. Hank tips his hat to her and tells her to holler if she needs help.

A moment later Jean and Hank stand in the balcony to their room and watch as the Black Panther’s Talon Fighter lifts from the ground. Beast is in awe from the Panther’s technology. He and Jean are ten meters from the Talon, yet they cannot hear the engines. The plane also turns invisible when it ascends over the walls of the courtyard. Beast begins to wonder what the summons is about.

Jean takes off her sunglasses from her hair and begins to finger them. She tells Hank that neither Ross nor “Queen Divine Justice” has any idea beyond the fact that the Panther is in trouble and can only trust Storm for help. Beast states that she picked their brains. Jean tells him that she did a surface psiscan for Storm’s sake. She asks Hank if that bothers him.

Hank says that it always has. He then asks her if it ever bothers her that she has access to everyone’s most intimate secrets. Jean tells her friend that as a telepath she has trained herself to not too listen or look. Beast asks her to pretend that she changes her mind one day.

Beast goes on and says that he listens to Senator Kelly’s speeches and they make sense, even though, he himself is one of the threats Kelly speaks passionately about. He tells Jean that mutants are the embodiment of power and even they do not know the limits of their capabilities.

Jean puts her glasses on as Beast paraphrases Shakespeare and says, “I fear that the danger lies not in the stars, but in ourselves.” Jean tells Hank to remember that they are the good guys. “That is the hope,” says Hank as Jean puts her hand on his shoulder.

Sometime later, in the clinic’s solarium, Jean and Beast go to see their comrades Rogue and Cable, who were injured while saving Lee Forrester during a hurricane. Both injured X-Men are in hospital clothes and Rogue is in a wheelchair. Gambit comes with Jean, as well as Lee Forrester and the pilots of the airplane Hercules, whom the X-Men also saved.

The skipper tells the X-Men that he and his crew always read stories about “muties.” He then corrects himself and apologizes for using the slur as some words become so automatic that a person cannot remember that words can hurt others. The skipper goes on and says that if it were not for the X-Men the crews of the Hercules rescue plane and the trawler Arcadia would have died.

The skipper tells the X-Men that he knows what folks say about mutants, because he used to say the same things. He had forgotten that people said the same things about his grandfather, because he is Jewish, as well as his crew chief, who is black. The skipper finishes his speech and tells the X-Men that if they ever need help they can call the Gabreski Field in Westhampton, New York and ask for the 103rd Air Rescue. In their books the X-Men are top notch.

Jean thanks the skipper for his kind words and tells him that the world should have more people like him. She goes on to say that the X-Men cannot take all the credit, because their powers did most of the work. The skipper’s pararescue jumpers leap into danger to save stranded mariners relying only on skill and courage to keep them alive. Cable tells the man that Jean is right. He himself was a soldier and he knows what it means to put lives on the line. The X-Men are not the true heroes, but the 103rd Air Rescue squad is.

Lee goes to Jean’s side and tells her that she just learned about Scott’s death from Cable. She addresses Jean as “Ms. Grey” and apologizes for her loss. She had always wished Scott nothing but happiness. Jean tells Lee to call her Jean and thanks her for her regards. She tells Lee that even she still has a hard time accepting his death.

Rogue turns her wheelchair to the two women and tells them that even though it sounds crazy she could have sworn that when she was drowning it was a vision of Cyclops that led her back to the surface. Jean takes in this information and puts it together with the fact that Cable had sensed Cyclops. She wonders if she can too as she starts to use her telepathy.

Hank rushes to Jean and tells her that she looks like she just saw a ghost. Jean tells Hank that stranger things have happened as she stops her psychic search. Beast tells her that he thought she accepted Scott’s fate. Jean tells Hank that Scott is her husband and inside she will never accept his fate. She then wishes that Professor Xavier were around, because she needs to talk to him badly.

Somewhere deep in Shi’ar space is the vessel known as the Starjammer, a notorious freebooter ship known throughout the Empire. Imperial forces are ordered to destroy it upon contact. For the present moment that order has been nullified since it currently acts as the personal flagship for the Majestrix Shi’ar, Empress Lilandra Neramani.

Raza, Ch’od, and Hepzibah are all at their computer consoles. Empress Lilandra looks out into the empty void of space and Corsair and Gladiator stand on deck. Raza tells Corsair that they have reached the rendezvous point, but cannot find any contacts within the scanner range. Angry, Gladiator tells Corsair that they are on a fool’s errand.

Corsair tells Gladiator that if his empress has no objections they will wait a little bit longer. Gladiator protests and tells Corsair to consider what it would mean if they are walking into a trap. They would be placing the heart of the Shi’ar, Empress Lilandra, in danger. Calmly, Corsair tells Gladiator that she is in no danger. Whatever the threat the Starjammers can face it. Gladiator, angrier, tells Corsair to condemn his own crew with his arrogance, but not the monarch of the Shi’ar.

Behind Gladiator and Corsair, a telepathic projection of Professor Charles Xavier appears who tells Gladiator that there is plenty of danger, but no trap. Annoyed that Xavier has appeared in a projection, Corsair asks why he cannot meet them in person. Xavier goes past them to Lilandra, who tells Xavier that she has risked much to see him.

Xavier tells her that she does not have nearly as much to lose as his home world and the innocent Skrull children of Cadre K under his protection. Lilandra turns to face him and snaps at him for how he is speaking to her. Xavier snaps at her for permitting Earth to be turned into a prison and for his Skrull students to be hunted like criminals.

Corsair interjects and reminds them that they are here for a purpose and they can settle their “lover’s quarrel” after they win. Hepzibah, Raza, and Ch’od stare at the two in the center now. Lilandra apologizes and tells them that she has the Neramani temper. Rudely, Corsair tells Charles that it is his turn to apologize. Sensing anger in Corsair, Xavier asks him what he has done to offend him.

Corsair tells him that his home world is being invaded and his eldest son died in Xavier’s service. He goes on and says that he does not care if it was for the better good. That fact is that Scott Summers is dead. That sacrifice means that Xavier has a whole lot to live up to. So far he is not making the grade.

Lilandra goes over to Charles and tells him that Corsair is talking with a father’s pain. Xavier tells Lilandra that the Starjammer is right anyway. He founded the X-Men and only he is reprehensible if one of his students dies. Lilandra changes the subject back to business and tells Charles that she needs help finding her sister. Deathbird is loose in the sector they are in and is hell-bent on fulfilling her battle name.

Xavier and Lilandra turn and being to walk down the deck as everyone else goes back to work. Charles tells her that he needs something in return. He asks Lilandra what is happening to Earth and how can it be stopped. Lilandra tells Xavier that the pan-galactic races fear Earth. The planet has an influence far out of proportion to its size. Earth gave birth to the Dark Phoenix and conquered Galactus. The races believe that Earth must be stopped now.

Charles reminds her that she is Majestrix Shi’ar, but Lilandra tells him that consequently she is feared almost as much as the people of Earth. The politics of the situation are delicate. Lilandra tells Xavier that it is almost as if the Grand Council is being manipulated into initiated hostilities against the Aerie. If war would come, there is no doubt that the Shi’ar would win. However, continues Lilandra, countless worlds would suffer. She must find a way to defuse the situation.

A hologram of a woman appears behind Lilandra. The empress points to the hologram and tells Xavier that she has sent her trusted agent, Cerise, to contact the X-Men. If she is to confront the council her position must be unassailable and her knowledge comprehensive.

Worried, Xavier tells his love that she is playing a dangerous game against the most formidable of foes. Lilandra kneels by him and puts her head against his chest while he wraps his arms around her. He reminds her of the recent attempted assassination on her life. Lilandra tells him that they must move quickly then.

The two kiss and Lilandra tells Xavier that she will spare Earth if she can, but he must remember that she is responsible for the fates of thousands of worlds and trillions of people. She owes them their salvation. As his telepathic self disappears, Xavier tells Lilandra to take care for he could not bear to lose her. Lilandra tells him the same.

On board his ship, Xavier looks down on the mutant Skrulls manning the ship. He tells Goroth to maintain the cloaking devices until the Starjammer moves out of range. Goroth complies. Xavier begins to think to himself on how his decision to leave Earth months ago seemed so simple. The mutant Skrulls needed a leader, someone who could lead them and teach them how to control their abilities. They turned to him and he could not refuse.

As Xavier’s ship flies off he thinks of how his decision has left his planet and his X-Men at risk. He realizes that he can no more abandon one team than the other. Somehow he must find a way to save both groups of students.

Back in New Orleans, a shadowy figure stands outside the convent where the X-Men are staying. The man tells his compatriots that their target is on the premise and orders them to attack. A truck crashes through the main gate and a group of S.H.I.E.L.D. Mandroids come out of the back. The squad leader tells the Mandroids that the convent is a secret hospital so they have to be careful, but if they register a “mutie” they are allowed to use lethal force.

On the second level of the hospital the X-Men are wondering what is going on outside. Jean uses her telepathy, but finds that the Mandroids’ thoughts are cloaked and she cannot get a lock on them. She tells the other X-Men that the hospital is under attack as the Mandroids jump onto the second story balcony. They shoot lasers through the windows of the solarium. Rogue is nailed in the back and thrown off her wheelchair. Gambit and Beast dodge some more attacks while Cable uses his telekinesis to protect himself.

Cable grabs Jean and pulls her to the side with the hospital staff. Rogue, Gambit, and Beast are surrounded by Mandroids. Beast leaps at one and knocks the man down, who ends up shooting a laser at his teammate. Beast reminds Gambit and Rogue that there are real human beings inside the Mandroid suits so they have to be careful. He also tells them that the model suits they are wearing were decommissioned years ago and officially no one is supposed to use them anymore.

Rogue tells Beast that she does not care for the ‘who’ and ‘why’ of the situation. The Mandroids mean business and the X-Men must respond in kind. Gambit tells the two that the longer the fight goes the more chance a patient will get hurt, so they must end the fight fast. Rogue tells Gambit that it is his team and his call. She tells him that she will be glad to deliver as she flies by a Mandroid and rips off his helmet.

Elsewhere, Cable and Phoenix evacuate the people in the hospital. The two communicate telepathically and Cable asks Jean why she is so insistent in evacuating the people, even though the others have control over the fight. Phoenix tells him that things are going to easy. The X-Men could beat the Mandroids in their sleep. However, Jean continues, the Mandroids’ thoughts are being cloaked by some sort of psionic interference that she has never encounter before and tells Cable that she knows the same applies to him.

Jean tells him that until they discover the Mandroids ultimate objective the X-Men cannot create a good defense. That is why the X-Men must evacuate the people. Cable compliments Jean on her good analysis of the situation and her excellent response. Jean tells him that she has been doing stuff like this since before he was born and the only reason he looks older is because he was raised in the far future.

The two leave the convent and follow the pier to a riverfront warehouse. Cable tells her that in the future he was trained to be a soldier and there he had few equals. Jean tells him that he will never know how sorry she feels for him. Cable takes out his Psimitar and tells her that the experience he has gained may make a difference in their current fight.

Somewhere nearby, the mysterious leader of the attack watches Jean and Cable run towards the warehouse. Over his communicator he tells his second strike squad that their target is moving towards the warehouse, which is a battle strategy he has already predicted. He tells Beta Force that the two are all theirs.

Back in the convent, Rogue finishes off the last of the Mandroids. In her tattered hospital gown she lifts one Mandroid in the air and then realizes that Beast and Gambit are standing there watching her. She asks them why they are just standing there. Beast smiles and says that they love to watch a professional at work. Gambit starts to clap and tells her that it did not look like she needed help.

Gambit walks up to a Mandroid on the ground and charges up a playing card. He places the card on the Mandroid’s helmet and it blows up. Gambit puts another card to the face of the terrified man in the suit and tells him that he did a bad thing by violating the sanctuary. He then asks the man who sent him.

Rogue takes another Mandroid and rips off his helmet. She touches her hand to his forehead and absorbs his persona. She gets up from the man and tells the other two that her guy was the boss. From what she gathers from his memories, the Mandroids were sent as a diversion. Their orders were to engage as many X-Men as possible except for the primary target: Jean!

As Cable and Jean near the riverside warehouse, Jean tells her companion that she is getting a bad feeling. She tells him that she just lost her psi-link with the rest of the team, who do not know where the two off them are. She goes on and tells Cable that the same telepathic shields the Mandroids have are affecting her telepathy in the warehouse. Even though she is right by him she cannot sense Cable’s thoughts.

Cable tells Jean that his situation is the same and that both off them are walking in headblind. Jean asks if the situation bothers him. Cable tells her that to defeat an enemy it is sometimes necessary to walk into their traps. Jean tells him that he has Cyclops’ self confidence. Cable thanks her for the compliment.

The two enter the warehouse and immediately see a shadow pass by. Cable tells Jean to watch out for someone above her, but it is too late. The former Shi’ar Imperial Guardsman, Webwing, leaps on top of Jean and wraps her up in its body. From behind, a woman tells Webwing to leave Cable to her.

Hussar wraps her whip around Cable’s techno-organic arm and sends electricity through it. Cable is momentarily stunned, which is good enough for Neutron. Neutron punches Cable in the face. He drops his Psimitar and is sent through the wall of the warehouse and right through the side of a rusted old ship by the bank.

With their ambush complete, Hussar tells Webwing to take no chances with Jean, for she too closely resembles the “dark one.” She does not care what the briefing says about her. Hussar then orders the creature to saturate Jean with sedatives.

Inside Webwing, Jean begins to feel the bliss that comes from the creature’s narcotic. Jean feels tempted to give in, but knows that she is too stubborn for that. She then realizes that if she stands any chance at all she must take the fight to the astral plane. Jean is successful and enters the astral plane with Webwing, however, her results are more than she expected. In the astral plane Jean manifests the Phoenix rapport, which immediately causes Webwing to scream out in sheer absolute terror!

Back in the real world, the alien faints and falls to the ground. Jean is released, but is covered in slimy mucus. She begins to crawl and realizes that when Webwing saw the Phoenix rapport it was like it was living its ultimate nightmare. She begins to ponder over what kind of being the Phoenix was.

Jean finds herself confused, because the few memories she has of the Phoenix and the files she read on it gave her the impression that the Phoenix was a force of good. From behind, the mysterious leader appears and tells Jean that he is glad that she is resisting for he wants her to fight. Before she can respond he tells her that he wants her to know how it feels to be helpless in the face of inescapable doom. He wants her to know that there is no hope.

Jean turns around and finds herself in front of a man in a giant armored suit, with a helmet on like one an astronaut would wear. Spikes protrude from his shoulder and knee pads. On his side he holds a sword by his red cape. The creature introduces himself as Starhammer. He slams his fists into the ground and tells Jean that he is here to kill her. Jean is sent flying away.

She gets up and immediately tries to take the fight to the astral plane, but finds that Starhammer has the same shields as the Mandroids, only more powerful. Jean manifests the Phoenix rapport and gives Starhammer everything she has.

Starhammer looks down at Jean, the fiery Phoenix image reflecting off his glass helmet covering. He tells Jean that he gives her top marks for effort, but not much can be said for success. She has learned her newest lesson: resistance is futile.

Outside, Cable, whose hospital shirt is now gone, flies bare-chested towards the warehouse thanks to his telekinesis. On the walkway for the second floor he encounters a new enemy, which seems to be a symbiote. Cable flies towards the large green robot, C’cll, and the tiny green robot with him, B’nee. Cable assumes that C’cll is the powerhouse and B’nee is the brains of the two.

B’nee orders C’cll to keep on firing, because Cable cannot reach the vessel. C’cll tells his little companion that he is trying, but cannot get a decent lock on Cable, who is using random patterns in his flight movements. C’cll switches to wide-angle configuration, but it is too late. Cable sends a blast of telekinetic energy at the two, knocking them both out.

Hussar tells Cable that he is a glutton for punishment and that she is eager to satisfy him. She hits him with her whip again. Cable realizes that he used too much strength to evade C’cll and B’nee. As he falls he also realizes that he has surpassed the limit of the amount of telekinesis he can use.

Neutron runs up to Cable and punches him. The alien tells Hussar that Cable is not as lively as he was before and that they are punching the fight out of him. Rogue flies in-between Neutron and Cable and tells the man that if he gives he shall also receive. She punches the man in the face, who staggers back.

Rogue smiles as Neutron rubs his face where Rogue swiped him. She then recognizes Neutron as one of Empress Lilandra’s former Imperial Guard members who were expelled in disgrace for treason. Angry, Neutron tells Rogue that because of his “so-called crimes” he has been exiled to Earth, but is grateful for the chance to enact revenge on the X-Men. He punches Rogue in the stomach, but she is unhurt and doesn’t even move. With one punch Rogue sends Neutron flying.

Beast and Gambit leap into the scene. They see Hussar, whose whip is still wrapped around Cable. Beast tells Gambit that Hussar’s primary weapon is her whip. Gambit charges up a card and throws it at the woman’s whip, destroying it. Beast restrains Hussar with him arms. Gambit turns to Cable who is removing Hussar’s whip from his neck and asks what Lilandra’s former guards want with the X-Men. Cable tells the others that the Imperial Guard was just a distraction to keep them busy. Only Jean was captured and the longer they wait the longer she is unprotected for she is the real target.

In the warehouse Jean looks up at Starhammer and realizes that she cannot match his strength or outrun his weapons. She then decides to take the fight to the astral plane. With all her strength Jean ascends to the astral plane and breaks through Starhammer’s shields. Suddenly, Jean is bombarded with images and emotions from the Starhammer as if she were caught in a flash flood.

Jean raises her arms over her face to protect herself, but when she removes them she finds herself in the market place of the planet D’bari. At first Jean does not understand why the D’bari around her are all terrified and shrieking. She feels like everything is going to overwhelm her when suddenly everything around her burns. There is no transitional effect. First everything is whole, the next it is fire.

Jean finds herself in space alone with dust around her. She begins to deny what she is seeing, even though she knows inside what just happened. She turns around and finds herself face to face with the Dark Phoenix. The malicious woman tells Jean that five billion people were killed in a single heart beat. Jean tells the Dark Phoenix that it was not her.

The Dark Phoenix turns into the Starhammer and grabs Jean by the throat. He tells Jean that he knows the true story, because he stole the files about the incident from the archives of the Majestrix Shi’ar herself. If it were not for Jean the “Great Destroyer” would never had a corporeal form. It was her that allowed it the means and the will to act.

The Starhammer brings Jean closer to him and she can see through the glass helmet. Inside is a D’bari man. Starhammer tells Jean that his people did not harm, yet they were annihilated only because the Dark Phoenix was hungry. Worst of all she cared nothing for the lives she took. The D’bari could have been dust for all it mattered.

The Starhammer tells Jean that he was the last of the D’bari. He is the last of an entire race. Only he was left to bear witness to the Holocaust. He takes out his gun and throws Jean in front of him. Without hesitation he shoots Jean, who erupts into flames and disintegrates as she screams out, “SCOTT!”

Back in the warehouse, Starhammer raises his fists into the air and tells his dead wife, children, and friends that his task is done and that they are avenged. In front of him is a whole in the floor where the woman Jean Grey once was.

Cable, Beast, Gambit, and Rogue enter the warehouse and find Starhammer with Jean, who is alive and well. The D’bari looks up into the air and starts to cry and is oblivious to the X-Men. Gambit asks Jean if she is okay and Beast is startled that a D’bari is in the warehouse. Cable wonders why the alien is not moving as Rogue asks Jean if she is all right. Jean tells Rogue that she is not hurt, but may never be “fine” again.

Beast pieces everything together and realizes that Jean saw what Dark Phoenix did to the D’bari home world. Jean tells him that she did not see it, but was actually there. Her memories and the aliens combined. She relived the experience from both perspectives. Rogue consoles Jean and tells her that it was not her who was the Phoenix. The Phoenix was a cosmic entity who pretended to be her and pretended to be human.

Jean tells everyone that the D’bari is no longer a threat, but his armor is dangerous. She tells them that they need to dispose of the armor and then figure out what to do with the alien prisoners. Gambit tells Jean that the Thieves Guild is good at clean up and he will take care of it. Rogue changes the subject and tells Jean that she is dodging the bullet and asks what she really means when she saw things from both perspectives.

Without hesitation, Jean tells her fellow X-Men that the D’bari came to Earth to kill the murderer of his world, which was the Dark Phoenix. On the astral plane he accomplished that goal and found piece once and for all. The monster is dead; Jean just happens to look like her.

On some level, though, Jean continues, she was that monster. She summoned the Phoenix and allowed their souls to merge, because she did not want her or the X-Men to die.
Jean goes on and says that she did not want Cyclops to die either. She set the events in motion and from that perspective she is reprehensible.

The X-Men go outside where the renegade Shi’ar are all tied up. Beast asks Jean where she goes from here. Jean says that the Phoenix meant to represent the fire and passion that creates life. She chooses to bear the name proudly in hope to set the Dark Phoenix’s actions right.

Cable tells her that she is doing a lot, but it is no more than she has done in the past. Jean tells him that to do any less would be like denying everything the X-Men stand for and what Professor Xavier taught her.

Beast comes towards the others and tells them that he was listening to the alien’s conversations and they seem to be talking about Earth as if it were their prison. Even worse, they are not the only ones here. Beast tells them that unless there are any objections he would like to contact the Avengers and swap notes to see if anything develops. Gambit speaks up and tells the others that lately he has been hearing rumors in the Thieves Guild of new gangs in town and a whole new level of contraband.

Sarcastically, Cable says that Earth as a galactic prison is all they need. Jean tells him to be careful in case it is true. Cable tells her that the X-Men will make whoever is responsible pay.

Telepathically, Cable tells Jean that he knows she is hiding something and asks what it is. Jean, also telepathically, tells Cable that it is a private family business. She tells him that she knows she sounds crazy, but after what happened with Lee Forrester, the visions he and Rogue saw of Cyclops and the whisper of sensation she herself got when she picked up Lee’s distress call, the more she realizes she is not over her husband’s death.

With a very serious look she tells Cable that at one time she also appeared to have died. The X-Men mourned her. Life went on. However, she came back. Cable asks Jean what she is trying to say. Jean says that she is saying nothing, but more than ever she has hope for the man she loves. “If nothing else…I have hope.”

Characters Involved: 

Beast, Cable, Gambit, Phoenix IV, Rogue, and Storm (all X-Men)

Professor Charles Xavier

Goroth and other mutant Skrulls (all Cadre K)


B’nee, C’cll, Hussar, Neutron, Webwing (all former Imperial Guard)

Various Mandroids

Majestrix Shi’ar, Empress Lilandra Neramani

Gladiator (Praetor of Imperial Guard)

Ch’od, Corsair, Hepzibah, and Raza (all Starjammers)

Everett K. Ross and his companion

Lee Forrester

Skipper and the crew of the Hercules

Various hospital workers

Various people in French Quarter

In the past:

Dark Phoenix

Various D’bari

Story Notes: 

This story is part of the Maximum Security crossover and continues from Maximum Security #1. This issue continues into Amazing Spider-Man (2nd Series) #24, Black Panther (2nd Series) #25, and Iron Man (3rd Series) #35.

Though the X-Men agree to contact the Avengers, it will later turn out that they never do. In fact, Gambit and Rogue are the only two X-Men in this issue who appear later on in the crossover.

After being manipulated by Mastermind, the Phoenix became the Dark Phoenix. During the Dark Phoenix Saga the Dark Phoenix fed on the sun of the D’bari system, which caused it to go into a supernova and dooming the billions of innocents living in the system.

The X-Men were hurt while saving Lee Forrester, the crew of Arcadia and the crew of the Hercules in Uncanny X-Men #386. During the rescue mission Rogue and Cable both saw visions of Cyclops.

The real Jean Grey was found in a cocoon, placed in there The real Jean Grey was found in a cocoon, placed in there by the Phoenix, in Avengers (1st series) #263 and then later emerged from it in Fantastic Four (1st Series) #281.

Storm’s adventure with the Black Panther will continue in Black Panther (2nd Series) #25.

Cyclops was presumed dead in X-Men (2nd Series) #98.

Xavier left Earth with the Skrulls under his care in Uncanny X-Men #379.

The scene where Starhammer “kills” Jean is in homage to Uncanny X-Men #137, in which Phoenix killed herself. Most of the panel, from the way it was drawn to Jean’s pose to the fact that she screamed out Scott’s name are identical to the panel in the other issue.

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