Uncanny X-Men (1st series) #479

Issue Date: 
December 2006
Story Title: 
The Rise and Fall of the Shi’ar Empire: Chapter Five - Double-Edged

Ed Brubaker (writer), Billy Tan (penciler), Danny Miki with Allen Martinez (inker), Frank D’Armata (colorist), VC’s Joe Caramagna (letterer), Sean Ryan (assistant editor), Nick Lowe & Mike Marts (editors), Joe Quesada (editor in chief), Dan Buckley (publisher)

Brief Description: 

Chancellor K’Tor frees Korvus and allows him to take hold of the Blade of the Phoenix. His duty is to hunt down Marvel Girl and, in return for killing her, he will be given his freedom. Weeks later, the X-Men, led by Charles Xavier, are continuing their journey through space, hot on the heels of Vulcan. Time is going too slowly for Warpath, who longs for the feel of Mother Earth. Charles tries to help Rachel to use her powers with more subtlety, but she finds the procedure annoying. She has things on her mind, namely the two Shi’ar crewmen on board, and the fact that the deathmark on her back has been noticeably active. She feels that the Shi’ar are tracking her. Korvus has been traveling through space on Rachel’s trail. His small craft lands on the larger Shi’ar vessel and he enters the ship. The X-Men rush to intercept the intruder but, using the Blade of the Phoenix, Korvus disposes of them with ease. As he is about to kill Rachel, she grabs the sword and it somehow connects with her, providing a telepathic link between herself and Korvus. They see each other’s memories and discover that they are not entirely dissimilar. Korvus removes the sword from her grasp, and she explains that the small piece of Phoenix Force inside the blade remembers her, and it likes her. She then removes the small implant in his head, which is about to explode. An alarm then sounds, and Rachel discovers that the Professor is gone, with only Darwin in pursuit.

Full Summary: 

Korvus has been freed by Chancellor K’Tor in order to do his bidding. Korvus looks at the Blade of the Phoenix, which hangs on a wall, and he can’t believe that it is real. It’s the sword of his ancestor, killed 400 cycles past. As he takes it in his fist, he thinks that this day should never have come to pass - Rook’shir’s own blade in his hands.


Rook’shir flies away from a scene of utter devastation holding the Blade of the Phoenix. Rook’shir is the Shi’ar’s dirty little secret; the Shi’ar who became the Phoenix. He is an intergalactic outlaw with the power of the universe in his grasp. The Shi’ar form the first Imperial Guard in order to stop him from destroying the empire. They catch up with him, and Gladiator delivers the killing blow. However, an infinitesimal piece of the Phoenix force somehow remains inside the sword; a sword only able to be carried by his blood heirs. Korvus is the last of those.


Korvus wields the blade, which crackles with energy. He is now the only one able to hold it, and he doesn’t feel that he deserves this honor. But, what choice does he have? Chancellor K’Tor reminds him that his task will buy him his freedom after all these cycles. Korvus grimaces, and replies that the deal has been struck. There’s no need to remind him of it.

(weeks later)

The X-Men are still traveling through space and Warpath is becoming a little fed up, finding space travel boring. Nightcrawler, piloting the ship, hopes that he’s joking, but James means it. It’s been weeks since they’ve seen anything but asteroid belts and supernovas. If he wasn’t helping train ‘the new kid,’ he’d have thrown himself out of an airlock by now. Nightcrawler motions to the window and asks if he cannot see the majesty of what is around them. Even the black is deeper out there. Kurt could watch the stars pass them by for months without losing interest. James thinks he might get that chance.

James explains that the outer stargates which their resident Shi’ar steered them to have helped their progress, but they’re a long way from the heart of Shi’ar space. Meanwhile, he’s going stir crazy and his senses are all over the place. He can’t even remember what grass smells like. Kurt agrees with that sentiment, adding that there are parts of who they are that they only notice when things are different. James says he needs to put his feet on some dirt and feel the wind. Kurt wonders if Rachel could create something telepathically, but James reckons that it may work for Scott and Emma, but it’s not the same for him. Anyway, he adds, Ray’s been so busy with the Professor, he doubts she’d have the time.

Elsewhere on the Shi’ar ship, Rachel is standing behind Charles Xavier with her hands at either side of his head. He is trying to teach her how to use her powers with more subtlety, but Ray is becoming agitated. She feels as if Charles is always trying to work on her and trying to get her to link up. Charles apologizes. He didn’t know how she felt about this. He stands and heads for the door, telling her that he’ll leave her to herself. Kurt could probably use a break anyway. Rachel asks him to wait. She didn’t mean it like that.

She tells him that she’s just being grumpy. It’s not Charles, though; it’s their Shi’ar passengers. She’s pretty sure that they know who Charles is, and they are purposely keeping their minds blank, like they’ve had training. Charles thinks it’s likely they have. Then, adds Rachel, there’s the thing with that Deathsquad who put the deathmark on her back. For the last two days, it’s like she can feel it getting hot beneath her skin. They know that she’s in their territory. She feels that the Shi’ar Ministry is tracking her.

Meanwhile, in space, a small craft approaches the X-Men’s larger ship. Piloting the vessel is Korvus, and he asks his computer if he can access their loading bay unnoticed. It confirms that he can, but stealth mode will cease once docked. Korvus thinks that’s good enough. Once he’s on board they’ll know it, regardless. The computer takes them in.

Back inside the ship, Warpath is with the newcomer, Darwin. He doesn’t want to spar right now, and James tells him that’s fine - he just doesn’t want him to mope around. Darwin explains that he wishes he was there because of what he can do, and not because he shared a mind with Vulcan for a few days. That was the worst experience of his life. He couldn’t do anything but watch while one of his friends went insane. “Yeah… that sucks,” replies James. The two Shi’ar crewmen walk past and bid them good day. They’re heading to get some food supplies. As they wander off, James comments that they’re up to something. Darwin knows, but what? It’s not like they could take on the X-Men.

At that moment, Korvus’ craft enters the larger vessel and the alarms sound. James grabs his knife immediately and asks Darwin to follow the Shi’ar, but to stay out of sight. He has some party crashers to bounce. Nightcrawler joins him, quickly followed by Havok and Polaris. Alex asks what’s going on, and Lorna wonders if the Shi’ar have sabotaged them. The answer comes in the form of Korvus who is carrying the Blade of the Phoenix. “Wow,” exclaims Warpath, “That is a really big sword.”

Korvus asks them to stop. He means no harm to any but the girl who was touched by the Phoenix. But, he’ll do what he has to to get to her. Warpath leaps at him, but is knocked off course by the sword, which sparks with energy upon impact. As it strikes, Rachel screams and her body is flung along the length of the corridor she is in. As James falls, Korvus warns them that they should listen to him. They can’t beat the blade. Polaris asks what if she takes it from him, then. She tries to remove it, but the sword emits a surge of energy that topples her. “Kurt?” asks Alex, looking for a little leadership. “Plan 9?” he replies. Alex is happy to do that. He unleashes a blast of energy at Korvus, but he directs it back at him with the sword. Nightcrawler, too, is dealt with similarly as he teleports above their assailant. “I didn’t want any of this,” Korvus comments as he stands over the X-Men’s unconscious bodies.

Charles Xavier is alone on the bridge. He tries to communicate with Nightcrawler to find out what’s happening, but he can’t get through. He turns to see the two Shi’ar crewmen standing behind him. He orders them to the loading bay to find out what’s going on, but one of them pulls out a weapon. “We will not be doing that… Charles Xavier, traitor to the Emporium.”

Meanwhile, Rachel holds her shoulder, which hurts. She wonders what that was, and Korvus explains that it was him. She and his blade are linked. The deathmark on her back glows gold as he speaks. She looks up at him from her prone position and asks if he’s it. They only sent one of them this time? They underestimated me… again!” She unleashes a burst of telekinetic power at Korvus, sending him sprawling. He gets to his feet, still clutching the huge blade. She explains that as she has telekinesis, she doesn’t have to touch him to hurt him. She doesn’t have to get anywhere near his big honkin’ sword. Korvus wishes it were that simple. He aims the sword at Rachel and fires energy at her. Rachel is hurled backwards, and she is dazed and bleeding as she tries to come around.

Korvus stands over and raises the blade above his head, ready to behead Rachel. “I’m sorry for this…” he says as he brings the blade down. Rachel suddenly kneels up and catches the blade between the palms of her hands as it descends. As she holds it, the sword links her mind with Korvus.

The pair of them speak telepathically, as memories are ripped from their minds to be seen by the other. They show Korvus’ family being hunted down by the Shi’ar and exterminated in cold blood. They show another family member being flogged as he stands in chains. From Rachel’s memories comes the aftermath of the Shi’ar Death Commandos’ attack on her family, and a vision of the future as she serves as a hound for the government. They see clearly what the other has gone through, and Korvus yanks the sword away from Rachel. He runs his fingers along its blade and tells Rachel that it is weakened. She took some of its power. Rachel corrects him, telling him that the sword took her. The Phoenix knows her and likes her.

As the blade glows with its silver energy, a similarly colored Phoenix symbol glows around her left eye. She reaches for Korvus who wonders what she is doing. She asks him to hold still. His implant is about to blow up and she has to take it apart… carefully. Moments later and it is done. Korvus stands and sheathes the giant blade. He is surprised that he came to kill Rachel, yet she saved his life. Rachel informs Korvus that he’s seen him. He is the final descendent of Rook’shir, and she knows he couldn’t have lived with himself if he’d done it. Korvus agrees, and feels that they are very much alike.

As they speak, they hear an alarm sound. “My ship!” exclaims Korvus. He doesn’t think that Rachel’s colleagues are in any shape to go anywhere, but Rachel tells him it must be the Professor. She uses her telepathy to try and find him, and discovers that he is gone. The small craft vanishes into the darkness of space, with a determined-looking Darwin hanging on to the tail.

Characters Involved: 

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

Professor Charles Xavier

Vice-Chancellor K’Tor



Two Shi’ar crewmen

(in flashback)


Gladiator, Magique, Neutron and one other Imperial Guardsman

Rachel Summers


Members of Korvus’ family

Shi’ar soldiers and jailors


Story Notes: 

Frank D’Armata dedicates this issue to his late cat, Tortillini.

The Deathsquad that Rachel mentions are the Shi’ar Death Commandos led by Black Cloak. They imprinted a deathmark on Rachel’s back in order to track her, wherever she may go.

Darwin has already shown the ability to survive in space as his body adapts to whatever environment he finds himself in.

In what is probably a tongue-in-cheek joke, Nightcrawler’s suggestion of “Plan 9” most likely a reference to Ed Wood’s infamous movie, “Plan 9 from Outer Space,” which many consider the worst movie ever made, elevating it to cult status. If so, it should be noted that he and Havok did conduct said plan… in outer space.

Issue Information: 

This Issue has been reprinted in:

Written By: