Uncanny X-Men (1st series) #475

Issue Date: 
September 2006
Story Title: 
The Rise and Fall of the Shi’ar Empire: Chapter One - Plan B

Ed Brubaker (writer), Billy Tan (penciler), Danny Miki (inker), Frank D’Armata (colorist), Chris Eliopoulos (letterer), Sean Ryan (assistant editor), Nick Lowe (associate editor), Mike Marts (editor), Joe Quesada (editor in chief), Dan Buckley (publisher)

Brief Description: 

Professor Xavier and Hank McCoy are struggling to communicate with the Shi’ar, and it’s important that they do so. Charles proceeds to gather a team around him, approaching Nightcrawler, Warpath and Marvel Girl in turn. At some point, he also asks Havok to join his team. Marvel Girl is there partly because she has the power of telepathy; something Charles has recently lost. The first thing he asks them to do is to retrieve Polaris. In Al Qutay, Egypt, a group of anti-Apocalypse cultists attack her. She tries to flee from them, afraid of what she might do should she retaliate. Her powers are fluctuating and she considers herself dangerous. Using Cerebra to locate her, the X-Men then head to Egypt and rout the cultists, assuring Polaris that her place is with them, and that she deserves a second chance. With the team together, Charles informs them that they’re heading to Shi’ar space to try and prevent Vulcan from exacting his revenge on the entire race. First, though, he needs the X-Men to steal a spaceship.

Full Summary: 

(present, Al Qutay)

In a small town, approximately one hundred miles from Cairo, Polaris is out buying groceries in the market place when she sees her pursuers closing in. She flees as a group of men come barging through the market, some operating large walking assault vehicles. They come to a halt as one of them checks a small handheld instrument. He informs his boss that a trace amount of energy reveals which way she has gone. He replies that they will have the Apocalypse wench today. His subordinate isn’t so certain. She has eluded them since Alexandria. She’s crafty.

Watching them tear through the town, Polaris comments to herself that it’s not that. It’s because she’s desperate, and she doesn’t want to kill them. She takes off across the rooftops, running not for fear of her life, but for fear of what it’s become.

(two days earlier, the Xavier Institute)

Professor Xavier has been trying to contact the Shi’ar Galaxy to no avail. He and Hank have tried recalibrating Cerebra but they’re receiving nothing. Hank has run a diagnostic and everything seems to be working. Whatever the problem is, it’s not at their end. This is what the Professor was afraid of. Hank informs him that he’s set a program to broadcast his message every thirty minutes. That’s the best he can do, other than hope. Xavier replies that he’s precious little of that left in him after the past few weeks.

Hank asks if he and Scott have made amends, but Charles says that it’s still bad. Their few interactions have been tense at best. Scott wants him out of the institute. He can’t say he blames him, either. He betrayed Scott, regardless of his reasons. Hank places an arm around his mentor’s shoulder and wishes he knew what to say. It’s hard caring for them both. Charles apologizes for putting him in the middle. He asks to be informed if there’s any news on the transmission, and decides to begin working on Plan B.

Charles makes his way to Nightcrawler’s room and finds him hanging from the ceiling, reading Charles Darwin’s The Origin of Species. He asks Charles what he needs. Charles tells him that he needs to stop his past from destroying everything that he still cares about. It’s not going to be easy or safe to do that. And, he needs help. Kurt says that of course he’ll help, no matter what has occurred. Charles will always be the man who saved his life. “So,” he asks, “What fire are we jumping into next, then?”

(present, Al Qutay)

Polaris is targeted with a missile, but manages to avoid being hit. The building she leaves behind doesn’t have such good fortune. Nightcrawler teleports himself and Warpath to an adjacent building and surveys the damage. He must get those inside to safety. He asks James to handle things on his own for a few minutes. “Not a problem,” he replies, as he leaps from the rooftop to the street below. “I’m a bit out of practice, anyway.”

He lands with a heavy whudd before the Anti-Apocalypse cultists, and proceeds to tear his way through them. He uses his prodigious strength to shatter the assault vehicles, before pulling out two knives from his belt, which he throws at another.

(flashback, the Xavier Institute)

The two knives land in trees at the Institute. Charles Xavier is watching Warpath train, and he’s impressed. He is happy to see Ororo’s gift to him being put to good use. James removes one of the knives from the tree and tells Charles that its blades are composed of pure vibranium. They’ll be able to cut through almost anything. They’re a work of art. Charles asks if he’s been testing his accuracy. James throws it back at a target painted on the tree, and explains that with his reflexes and hand-eye control, it’s damn near precision.

James removes a knife from the tree and turns to Charles, stating that he knows he didn’t drag himself out there to watch his target practice. Why doesn’t he just get to his point? The passive-aggressive thing doesn’t work so well now that Charles can’t read his mind. Charles tells him that he understands from Nightcrawler that he’s fairly unhappy at the institute. James replies that he doesn’t like seeing the Institute turned into a refugee camp. Sentinels on twenty-four hour watch? He throws the knife back at the tree, adding that he grew up on a reservation. He doesn’t like to feel boxed in.

Charles offers a wry grin, and says that Kurt had said he was wondering if the vibranium knives would cut through Sentinel armor. James retrieves the knife once again, and assures Charles that he was kidding… mostly. It’s not an unreasonable thing to consider. Charles admits that they don’t exactly make him feel any safer, either. Unfortunately, he can’t do anything about them; not at this point at least. But, he can offer James something else. James asks what. Charles offers him a mission; a chance to get out of the institute. It’s one of great importance.

James asks why him, and not one of his inner circle. He then answers his question himself. Most of the X-Men are pissed at Charles presently. Charles admits that there is that, but also, of all the X-Men at the Institute, none have ever hated him the way James has.

(present, Al Qutay)

Warpath tears his way through the anti-Apocalypse cultists, whilst Nightcrawler rescues the people trapped in the burning building. Polaris is joined by Havok, who asks her what she’s gotten into this time. Who are these guys? Lorna replies that they’re some kind of anti-Apocalypse cult. They’ve been on her trail for a week. She asks what he’s doing there. Alex reminds her that she’s a wreck, so what does she think they’re doing? They’re here to save her.

Meanwhile, Marvel Girl joins Warpath in battle, using her telekinesis to attack the assault vehicles. Warpath’s vibranium knives slice through them with ease. Rachel informs James that they’ve found Polaris on a roof at the other side of the square. Havok is with her. She’s freaking and he knows her best. “So, our most powerful member is playing doctor? Great,” quips Warpath. Rachel replies, “Most powerful? Says who?”


Charles is walking with Rachel through the Institute. He wishes her to join the mission, and Rachel is more than eager to go. Charles informs her that it will be dangerous, especially to her, and he’s been reluctant to ask her to go along. However, he needs a telepath - someone who can work with him. Since he lost his powers, it’s like he is deaf. That background noise that you get used to… the thoughts of the world… now it’s just gone. Rachel says she doesn’t think it was a fair trade; his legs for his telepathy. Charles is sure it wasn’t meant to be.

They stop at a junction where the corridors meet, and Rachel asks if he is just bringing her along because she’s a telepath. Charles assures her that he’s bringing her along because she needs to go. This isn’t a revenge mission, he adds. What was done to her was inexcusable, and they will deal with that. But, they’ll deal with it his way. Rachel is definitely willing to go, and asks when they leave. Charles heads towards Cerebra, and says that it’ll be as soon as they both spend some time with Cerebra.

(present, Al Qutay)

Warpath and Marvel Girl are routing the cultists as Havok and Polaris have words on the rooftop. Alex asks her why she is running. He thought her powers were back. She says that they aren’t. Apocalypse’s people did something to her; gave her a semblance of what she used to have, but it’s harder to control… too dangerous. “I’m too dangerous now,” she adds, dejectedly. Alex assures her that she’s just scared. Lorna begins to cry, saying that she should be in prison because of what she’s seen and done. Alex assures her she deserves a second chance.

Warpath and Marvel Girl have just one assault vehicle left, but a plasma blast from Havok solves that problem. The explosion throws James to the floor, and he asks Alex to maybe give them a warning next time. Alex replies that there was no time. The Professor has just radioed down that there are Sentinels on the way. They gotta go, now. Kurt teleports in and whisks James and Rachel to the waiting Blackbird. He then returns for Lorna and Alex.

They join Charles Xavier on board Blackbird, which he is piloting. He activates the autopilot and informs them that they are out of scanning range. He asks Lorna if she’s okay, and she says yes, surprised that he is walking again. Charles replies that other things have changed in her absence too. She asks why they came after her. Charles smiles and asks her if she thought they’d just leave her out there on the run. Lorna guesses she did. He tells her that all those on the plane have made mistakes; most of them tragic ones. She should consider this a chance to redeem herself.

Alex informs her of the mission at hand, and that it would mean a lot to him if she was on the team. Lorna replies that she is a fugitive. Having her on the team wouldn’t be a good idea. Warpath says that where they’re going, it won’t matter. “Where, where are we going?” she asks.

Charles informs her that Vulcan, Scott and Alex’s brother, who until recently he believed to be dead, is heading back to the place he came from… Shi’ar space. He is continuing the trail of vengeance he began on Earth. Unfortunately, Charles cannot get a message to Lilandra. His Shi’ar communications have been cut off since their marriage was annulled. However, he won’t leave her fate in the hands of a man whose rage is his responsibility. Especially not when he’s one of the most powerful mutants he’s ever encountered.

Charles adds that they’re going to have to do what needs to be done. Lorna asks what that is, exactly. Charles replies that, first, the five of them are going to have to steal a spaceship. Then, they’re going to put themselves in the path of Vulcan’s fury, and hope they can bring him back to humanity before it’s too late.

Meanwhile, Vulcan approaches Shi’ar space at high speed. A Shi’ar craft monitors his arrival, but its crew unable to prevent him from tearing their ship apart with ease, killing all those on board.

Characters Involved: 

Havok, Marvel Girl, Nightcrawler, Polaris, Warpath (all X-Men)

Anti-Apocalypse cultists

Al Qutay locals and traders


Shi’ar ships crew

(in flashback)

Beast, Nightcrawler, Warpath (all X-Men)

Professor Charles Xavier

Project O*N*E Sentinels

Story Notes: 

There is a change in personnel beginning this issue. Psylocke, Bishop and Cannonball leave the cast, Havok and Polaris move in from the X-Men team and Warpath finally joins the X-Men after previous stints in the Hellions, New Mutants, X-Force and the X-Corporation. Writer Ed Brubaker and penciler Billy Tan take over as the new creative team.

Polaris left the institute in to find Apocalypse in X-Men (2nd series) #187.

When Charles tells Rachel that it’s inexcusable what was done to her, he is referring to the Shi’ar Death Commandos killing her entire family and marking Rachel with a bird-shaped tattoo in Uncanny X-Men #467.

Off-panel, Charles and Rachel use Cerebra to locate Lorna’s exact whereabouts in Egypt.

The Origin of Species was written by Charles Darwin, a 19th century naturalist specializing in evolution and natural selection.

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