Uncanny X-Men (1st series) #476

Issue Date: 
September 2006
Story Title: 
The Rise and Fall of the Shi’ar Empire: Chapter Two - The Things They Left Behind

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: 

At the Xavier Institute, Charles Xavier is preparing to take his team out on a mission, but Scott Summers isn’t happy that he’s taking Darwin along. Charles assures Scott that it’s because he’s a friend of Vulcan’s; his involvement is necessary. Scott reluctantly allows him to leave, but asks that they all come home safely. The team visits a volcano in upstate New York. Polaris breaks into it via an access tunnel and both Havok and Warpath deal with two robots guarding the tunnel. They emerge inside the volcano where a hidden Shi’ar base exists. This is where Vulcan grew up. They enter, but are attacked by three Imperial Shockers: cyborgs created using Shi’ar slaves. One takes out Polaris, but the others are taken down by the X-Men working as a team. Rachel uses her telepathy to determine that they are unwilling creations, and actually want to die. Warpath grants the last of them his wish, stabbing him through the face. Darwin finds the spaceship they’re after and they depart for space on the trail of Vulcan. Charles intends to use stargates to get them to Shi’ar space but, after going through the first, they discover that the other gates have been destroyed. Vulcan appears to have stranded them in space.

Full Summary: 


The doors of a darkened room begin to creak open, before being shattered by the magnetic power of Polaris. She apologizes to Warpath and Havok. It’s a little more power than she intended to use. Havok asks her not to worry about it. It got the job done.

Warpath looks inside and sees that it isn’t quite done yet. Two humanoid robots with caterpillar tracks sense their arrival and head their way. Havok readies himself, but Warpath is eager for action. He steams in, using his vibranium knives and super strength to rip apart the first security robot. Havok tells him he’s in his way, but James asks if he can’t aim. Havok replies, “Fine, have it your way,” before turning the robots into slag, missing James by the narrowest of margins. Nightcrawler appears above them, and tells them that this isn’t the time for games. Warpath contacts the Professor via a wrist communicator and informs him that they’re in.

Above a mountainous forest, the blackbird is circling. Professor Xavier is at the helm, with Rachel standing behind him; her hands places on either side of his head. She feels she should be down there with the others, but Charles assures her that they are more than capable of clearing the access tunnels. What they’re doing is equally important. Once she absorbs the flight training from his memory, she’ll be able to teach the whole team while they sleep.

Rachel folds her arms, responding with a hint of sarcasm that she loves how it’s okay to walk in their dreams, now that Charles needs her to be his telepathic hands. Darwin asks Charles if they’re staying out of the fray because of him. Charles assures him that they’re not - not entirely at least.

(earlier that morning at the Xavier Institute)

Charles informs Cyclops that Darwin will be joining his team, but Scott refuses, stating that Darwin is not ready for fieldwork. Charles replies that he’s more than ready. He doesn’t plan on letting him out of his sight and, beyond that, he actually wants to go. Scott reminds Charles that Bobby always wanted to go, too, but that didn’t stop him from benching him until he was ready. Charles thinks that this is different. Darwin and Gabriel were friends. He may be the best chance they have to really reach his brother.

Scott doesn’t care about that and, to be blunt, Vulcan is not the brother he is worried about. Charles says that he should be. And, he adds, Scott should also be worrying about his father, Corsair. He’s out there in the path of Vulcan’s fury as well. Scott doesn’t trust Charles to protect his family, including Rachel, out in space, but Charles says that he’s trying to prevent a tragedy, not cause one. Scott looks away, saying that the line has a tendency to blur, doesn’t it? Charles asks if he should just do nothing. Would that satisfy him? He’s trying to make up for what he’s done wrong. All Scott sees is him taking people he cares about into harm’s way. Havok appears and asks Scott to give Charles a break. He wouldn’t have let him go without him. As twisted as he is, Vulcan is a Summers and they take care of their own… remember?

Alex places a hand on his brother’s shoulder, and says that he knows how mad he is at the Professor, but this is bigger than all of them. There’s more at risk. And, he adds, he’s an X-Man. He’s not just going to sit on his hands waiting for the sky to fall. Scott throws his arm around Alex’s shoulder and lightens up. He guesses his stubborn brother isn’t about to do that. Charles tells Alex and Darwin that they need to move. The stealth jet is hidden beyond the tunnels they’re in, but the Sentinels could find it. The others are waiting. Scott asks them just to come home safely… all of them.


Charles and his team are standing in a verdant area with very futuristic-looking buildings in the near distance. Warpath is surprised that there is a hidden Shi’ar base inside a lifeless volcano in upstate New York. He asks again why it is that they didn’t just fly in through the top. Charles replies hat it’s because the opening would be nearly impossible to find, for one. Shi’ar holographic projection is hundreds of years beyond that they know. James asks what the other reason is. Charles informs him that their security would have disintegrated them, and Reed Richards would have been very unhappy with him. Experimental stealth jets don’t come cheaply.

Rachel asks the Professor how long he’s known about the base’s existence. Charles replies that he knew that Davan Shakari, the emperor’s main man, once had a base in the States, but Lilandra never let him know where it was. She promised it had been abandoned. Until recently, that was good enough for him. He only found it by breaking a promise of his own. He allowed Reed Richards and Tony Stark to examine the Shi’ar technology he had. With what they learned, the helped him to find this place.

Darwin asks if this is where Vulcan grew up. Charles replies that it was. He was part of a contingent of slaves who worked in the manor house. Darwin states that he never talked about his life before Moira found him. Charles admits that Davan Shakari was a spy, and this base was where visiting dignitaries came to meet with him, to decide if their planet was worth absorbing into the Shi’ar Empire. It’s no wonder that he kept his past to himself. Gabriel’s days here must have been a nightmare.

As the team slowly make their way down into the base of the volcano, three Imperial Shockers are awakened form their slumber. A computer gives them their objective: find intruders and destroy. “Objective understood,” replies one of the Shockers.

Back in the volcanic forest, Darwin still doesn’t fully understand. Why would the Shi’ar, if they are this advanced race, leave all this here for anyone to find? “Because they’re arrogant,” replies Rachel. Charles says he’s afraid there’s some truth in what Rachel pointed out, but it also has to do with their politics. When Davan Shakari was here, D’Ken was emperor. But, D’Ken was rendered catatonic, and Lilandra became empress, thanks in part to the X-Men. Lilandra evacuated her people from Earth out of respect for that… and out of love for him - love which has apparently diminished, on her end at least.

As they walk, the Imperial Shockers monitor them. They deduce that Havok and Polaris are the most dangerous, with Rachel the next in line. They figure the rest will fall quickly after them. One fires a burst of energy from its palm. Warpath senses it, but is too late to save Lorna from being hit in the chest. She screams, as Warpath and Nightcrawler spot their assailants. Kurt teleports towards them and Rachel joins them on the offensive as Alex looks after Lorna.

Charles asks Darwin to stay by him. Whatever it was that hit Lorna, Alex feels that it’s killing her. Charles points out that it’s a collapsing energy field. If he touches her he can probably absorb most of it, but it’s not solar. He won’t be able to control it, so it’ll hurt a lot. Alex doesn’t need asking twice, and he makes contact, screaming himself as the energy is transferred into his body and out of Lorna’s.

Meanwhile, one of the Shockers grabs Warpath and bundles him hard against a wall. James realizes that the thing is faster than him, but that’s not such a big deal. He likes a challenge. He leaps at the Shocker, knife at the ready, whilst Nightcrawler teleports in and kicks another from behind. Rachel says that she had him, but as Kurt smashes its face into the ground, he informs her that these aren’t like the Shi’ar Death Commandos. They seem to feel no pain. He needs her to get in his head and find out how best to stop them.

(The Imperial Shocker’s memory)

The phoenix symbol appears over Rachel’s left eye as she works her way into the creature’s mind. What she sees is horrific. He is a slave, being dragged by a chain wrapped around his neck. He is laid down on some kind of table where a small circular saw goes to work on his body. He is left a mindless cyborg slave.


Rachel informs Kurt that they want to die. They were prisoners whom the Shi’ar experimented on, turning them into what they see there. There are devices in their brains, keeping them alive, but in the part of them that is still free, buried deep inside, they want to die. That’s all James needs to hear, and he snaps the neck of his opponent. Darwin wishes to help, but Charles tells him his adaptive power is more a defensive skill. Alex begins to recover, just as one of the Shockers appears behind Charles. Darwin growls and grabs the Shocker by the shoulders, pushing him backwards through a window and into a deep shaft. They both fall to the bottom, and as the Shocker splats, Darwin rolls with a certain degree of finesse, righting himself.

The last remaining Shocker fights Rachel’s telekinetic hold on him, but James asks her not to worry. Plunging a knife through his face, he says the fight is over. Nightcrawler teleports after Darwin to ensure he’s okay, and finds him standing there, unharmed. Darwin explains that of course he’s unharmed. He adapts, remember? “Oh,” he adds, “I found the spaceship, too.”

Beside them is a Shi’ar star cruiser; a small spaceship which has a tail end resembling a scorpion’s. It has a multi-faceted green window at the front and two arms at either side. The X-Men board the craft, and Charles tells Warpath that they will discuss his actions later. They may have been mostly machine, but the X-Men do not kill. James replies that he might agree with him, but the way he sees it, he was just freeing a slave from its torment.

Everyone takes their positions, with Charles at the flight controls. The fuel is good and the power is fully charged. He asks everyone to strap themselves in. As he recalls, these ships are a bit rough on takeoff. The ship exits the building and out of the volcano, heading into space. “Oh man, this is so cool,” beams Darwin.

Before long, the ship is a long way from Earth and, according to the charts, the first stargate is beyond the moon. After that there are four more jumps to Shi’ar space. Alex asks how long it will take them to get there, and Charles figures it’ll be about a day’s travel between stargates. Their ship can access them without any hacking because it’s from their own fleet. They should pass unnoticed until they can get a message out to Alex’s father. They spot the first stargate ahead of them. Charles informs them that it’ll take them out to the next point on the Shi’ar charts, far outside their own galaxy. Auto-Pilot should track to the next jumpgate, but he asks Alex to check the charts to make sure.

Rachel wishes to speak about what she saw in the mind of the Shocker. She thinks the Shi’ar are monsters. Before they can continue their discussion, Alex informs the Professor that they have a problem. He’s not getting a reading for the next stargate, or any of the other ones in this sector. “According to the computer, the jumpgates have been destroyed. Charles looks out the window into the far reaches of space. “My god… it’s Vulcan. It has to be. He’s stranded us.”

Characters Involved: 

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

Professor Charles Xavier


Former Shi’ar prisoners / Imperial Shockers

(in flashback)

Cyclops, Havok (both X-Men)

Professor Charles Xavier


(in the Shocker’s mind)

Former Shi’ar prisoners / Imperial Shockers

Shi’ar Slavers

Story Notes: 

Darwin was first seen in the X-Men: Deadly Genesis series.

This issue also features a picture of the Shi’ar Star Cruiser, drawn by Eric Kachelhofer and with notes by Mice Raicht, written as if done by an operative of S.W.O.R.D.

Scott’s reference to Bobby is Bobby Drake - Iceman. Gabriel is Vulcan, who is currently in Shi’ar space.

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