Uncanny X-Men (1st series) #500

Issue Date: 
September 2008
Story Title: 
SFX, Part One

Ed Brubaker & Matt Fraction (writers), Greg Land & Terry Dodson (pencilers), Jay Leisten & Rachel Dodson (inkers), Justin Ponsor (colorist), Joe Caramagna (letterer), Will Panzo (assistant editor), Nick Lowe (editor), Axel Alonso (executive editor), Joe Quesada (editor in chief), Dan Buckley (publisher)

Brief Description: 

In the port of Oakland, the controversial artist known as Guy DeMondue picks up the cargo that will be utilized as the centerpiece of his newest art installation: three decommissioned Sentinel units. DeMondue even enlists the aid of Simon Trask, hiring him to inspect the robots. In the outskirts of San Francisco, the X-Men are beginning to settle down in their new headquarters and even offer Sadie, the city’s mayor, a brief tour of the premises. However, the team is shocked to find out about Guy’s art exhibition, the concept of which they find garish and even appalling. Subsequently, the team attends the exhibition, where they easily fit in with the rest of the attendants, most of them playfully dressed up as members of the X-Men, paying tribute to the “mutant kitsch” theme of Guy’s art installation. Things take a turn for the worse, though, when an apparently re-powered Magneto suddenly appears and activates the Sentinels. In the ensuing fight, the X-Men manage to take down the robots, while Magneto is revealed to be faking his powers thanks to the specially-designed costume he dons. Magneto then vanishes. Belatedly, the team realizes their fight with Magneto served as a distraction, while the High Evolutionary proceeded to do something unknown to the Dreaming Celestial that towers over Golden Gate Park. Later, Magneto and the High Evolutionary discuss their plans in a spacecraft floating in outer space. A few days later, Cyclops, his message telepathically transmitted by White Queen to every corner of the planet, invites every remaining mutant to come and join them in San Francisco, in their new mutant sanctuary. Meanwhile, Wolverine goes to visit Guy DeMondue, hoping to extract some answers from him, only to find the artist murdered. A few weeks later, Pixie and a friend of hers exit a nightclub, unaware that they are being stalked by a team of mutant-haters, who don the helmets of the Hellfire Club soldiers but prefer to call themselves “the Hellfire Cult.”

Full Summary: 

Prologue: The Extraordinary Dream of Kingo Sunen

Like all great stories, this one came to Kingo Sunen in a dream. He would tell a great tale of tomorrow. It would not only be his first film made in America but his first science-fiction film as well. The writer-director-producer-editor-actor hybrid known for his Samurai epics was going to evolve… and he would cast Freddie Dukes as his lead. An American! How perfect! The ex-mutant Dukes is a sensation in Japan, a weight loss guru with an over-the-top gregariousness the Japanese adore: he’s the perfect leading man.

Kingo envisages that the film will be one of spectacle, of scale both human and otherworldly. Money would be no object to realize his mad vision. He would make a story about hope, in the face of abject and utter annihilation – and he would film it in San Francisco. Kingo would use the magnificent Dreaming Celestial as a backdrop. Ever since it came from the heart of space-time to San Francisco, all Kingo Sunen can think about is the future.

Prologue 2: The Extraordinary Cargo of Guy DeMondue

The port of Oakland – Two nights later

Workers are unloading a cargo of gigantic proportions, wrapped up in sheets, while being supervised by the cargo’s new owner, the controversial artist known as Guy DeMondue. Guy fretfully warns the workers to be careful with the cargo: that’s history they’re unloading! The chief worker advises him to take it easy, mispronouncing Guy’s name as the English word “guy.” DeMondue dismissively corrects him: it’s pronounced “gee,” like “key” but with a “g!” “Whatever man… just let us do our jobs,” the worker aloofly replies. He reminds Guy that he is the one who insisted on unloading in the middle of the night…

Guy turns to another man present, a blond man in a suit, whom he addresses as “Simon” and remarks that these men don’t understand how important this is. Simon tries to allay Guy’s fears, assuring him that it’s all going to be fine: Simon himself will check them.

Indeed, Simon climbs on top of the immense cargo, much to the chief worker’s dismay who orders him to keep away from there. Simon explains he’s just checking the merchandise. The chief worker retorts that their insurance doesn’t allow for him to get this close. Simon bluntly suggests they don’t tell them about it. Guy insists that Simon examines them before he pays: after all, he’s an expert in the field. “You’re real big on insisting stuff, aren’t ya?” the peeved worker exclaims. Guy believes that the man doesn’t understand what they’re dealing with here… these aren’t just works of art, they’re collector’s items.

At the same time, Simon uncovers the cargo, revealing a decommissioned Sentinel underneath and proceeds to examine it.

Chapter One: The Mayor and the Queen in Exurbia

Marin Headlands
Ororo Munroe soars in the air, all the while carrying Sadie, the mayor of San Francisco. As she approaches the X-Men’s new headquarters, Ororo informs the mayor that they’re coming down. All jittery and nervous, Sadie asks Ororo when her eyes will work again. “As soon as we land,” Storm assures her.

As the two women finally reach the ground, Emma Frost, on Cyclops’ request, removes the psychic blindfold that prevented the mayor from being able to see and thus visually pinpointing the exact route to the X-Men’s headquarters. Cyclops sincerely hopes that Sadie can understand that Emma’s psychic blindfold was a necessary security measure.

Sadie believes it worth it and alludes to Storm’s status as Queen of Wakanda, quipping that she’s never met a queen before, let alone been carried by one! She then admits it’s good to see both Mr. Summers and Ms. Frost again. Cyclops shakes hands with her and explains that, much as they wish they could’ve headquartered in San Francisco proper, they chose the Marin Headlands for a few reasons. First of all, it’s hard to get to; it’s built to military spec; it’s not densely populated…“And it is San Francisco,” Emma adds. Rents are positively astronomical, even for super hero millionaires like them! “Tell me about it,” Sadie agrees. If it wasn’t for the mayoral residence, she’d still be living in a warehouse in Oakland!

“God bless the electorate,” Cyclops quips and urges the mayor to follow him inside. Even though it’s still a work in progress, he’s excited to show her what they’re trying to build here. He explains that the surface of the faculty is largely open to the mutant public. They’re imagining it to be a kind of community center – almost a kind of embassy. However, he explains that the real super-hero stuff is below and urges the mayor to follow him. “How far below?” Sadie asks him. Three miles, Scott explains: the embassy is just the surface of what they want to accomplish…

As the party goes underground, Scott continues his tour of their new base and admits that the concrete they used to build the bases up here isn’t necessarily ideal, but it’s not bad. He explains they’re reclaiming and rebuilding the whole structure inside out holistically. He proudly informs the mayor that there’s a network of fast-travel tunnels that lead from Marin to all points around the bay area: they can be downtown in ten minutes via conventional transport. Scott admits, however, that mostly Wolverine has been using them to race his motorcycles!

While some workers are occupied nearby, Hank McCoy approaches Sadie and having heard Scott’s last remark, he remarks that no matter how green they get this place, that awful little Canadian remains obsessed with his fuel-burning death-rockets! He then shakes Sadie’s hand and introduces himself. He plainly tells Sadie of his belief that Homo sapiens superior represent the future – so they had better start living like it. He believes that soon the X-Center won’t just be green; it’ll be positively viridian! He then eloquently jokes that he’s a biochemist by trade and the learning curve of going green is somewhat steep. “Passive solar arrays, experimental hydrokinetics on the bay…” White Queen observes and remarks that they should have the whole facility feeding back into the grid by fall.

Angel suddenly appears and exclaims that they’ve been experiencing a bit of a mutant brain drain at the moment. He’s been trying to assemble a think tank on-site to help get their collective IQ up a thousand points. Remembering his good manners, Warren finally greets Sadie, telling her she looks amazing. Flattered, Sadie reciprocates the compliment, assuring him that he’s angelic as always. Warren gently kisses her cheek and wonders whether the others have shown her the observation desk yet of they’ve just been dwelling underground. Scott and Hank take turns, explaining that they’ve showed her the tunnels, the hangar, the tech and bio labs, the weapon ranges and powers ranges, the gym and the N.O.C…

“Dull, boy, dull,” Warren reprimands them. He reminds them this is a lady: they’ll need to woo her with more than their clubhouse. “Darling… follow me,” he tells Sadie. As she takes her close to the window, he explains that they wouldn’t let him buy the whole bay… so he bought the best view he’s ever seen. “How perfectly fantastic,” Sadie exclaims, swept along by the breathtaking view. “Welcome to San Francisco, X-Men,” she enthusiastically exclaims.

Her visage suddenly darkened, Sadie admits there’s something else. She rushes to assure them beforehand that the city of San Francisco is sensitive to their plight and they don’t want them to think that allowing this is silent approval or… Scott interrupts her, asking her “what is it?” Hesitantly, Sadie explains there’s a… confrontational conceptual artist named Guy DeMondue and all the mutant activity in town has inspired him to create a piece inspired by… “Well, it’s a somewhat dark period in mutant history,” Sadie flounders, unable to cut to the chase. She finally explains that DeMondue acquired three decommissioned Mark One Sentinel units and he’s making them the centerpiece of an art installation downtown. He’s even calling it a “celebration of mutant kitsch.”

The X-Men’s reactions are as immediate as they are eruptive:

Angel: “Sadie, come on! Twenty-foot-tall death machines!”

Beast: “Genocidal robots no more artful than an A-bomb!”
shock shlock that was passé in New York ten years ago.”

Wolverine: “Hell with this!”

Sadie assures them she finds it appalling with every fiber of her being. However, even though it’s literally impossible for her to personally agree with everything that goes on in this city, she will defend its right to go on. ,P>

Equally enraged with his teammates, Cyclops exclaims that he doesn’t care how decommissioned the mayor thinks they are: they’re still Sentinels. He tells her those things have been killing his friends since he was a teenager. He declares the X-Men will be there…

Chapter Two: Superstars of the Spandex Scene

Two nights later

As predicted, the art installation proves to be an apotheosis of gaudiness, with many of the attendants even playfully dressed up as various members of the X-Men, apparently paying tribute to the “mutant kitsch” theme of the exhibition!

The X-Men are also present in the event, easily fitting in with the other costumed ‘doppelgangers’ of X-Men and friends. “This is retarded… only in San Francisco, right?” Emma telepathically gripes. She confesses to Scott that even the protesters are grinding on her last nerve. Indeed, outside the exhibition, numerous people, equipped with placards that read “We are 198,” “Murder is not art,” “Tolerance now,” are screaming, striving to promote the message of mutant solidarity.

Walking among the masqueraded visitors, Wolverine again asks Scott – through a telepathic link, courtesy of Emma – whether he’s sure he can’t just kill everyone here! “Yes, Logan, I’m sure,” Scott replies. Logan insists that this Gee dude deserves a scare, at least. Scott reminds him that’s not why they’re here. However, he remarks that if Logan happens to run into Guy… he won’t complain if Guy wets his pants. Amused by Scott’s raillery, Emma tries to discern whether that’s a sense of humor he’s developing! Scott admits that he doesn’t know what else to do but laugh right now: just seeing the Sentinels makes him so angry.

Emma assures him she knows – she can feel it radiating in him. “It’s so…” Scott is about to add when suddenly a man dressed up as Professor Xavier approaches him and applauds his great Cyclops look! “That’s his new outfit, right?” the man asks him. He explains that he went with the classic Professor X look but without the wheelchair. “Too much hassle,” he jokes. Emma assures him that the Professor would agree with him! “Hey… Oh my God… You’re actually them,” the Professor X look-alike exclaims upon realizing what Emma means. Now sporting a stupid smile, he asks if he can have their autographs. Emma psychically pleads Scott to let her mindwipe the poor man: just a quick and easy lobotomy. “Who could tell, Emma?” Scott jokes.

Nearby, Colossus admits to Angel that, while strange, it’s nice to be so embraced by a city. Warren agrees. That’s why they’re here: he can walk around with his wings out and no one cares. “Letting your ‘freak flag fly,’ as it were, eh, Warren?” Piotr remarks. Warren happily notices that Peter has been doing some research and confirms that after last month’s fiasco, he’s all done with freak flags for now.

A man dressed up as Magneto passes by Colossus and hastily asks him to take his drink for him. Colossus impulsively takes the glass while trying to explain to the man that he’s not part of the catering staff…

“No… but then, the caterers aren’t quite as blind as you, are they, Colossus?” Magneto’s look-alike exclaims… only he is not a look-alike but the prototype, the master of magnetism himself! At his command, magnetic energy lashes out against Colossus, levitating the Russian mutant and causing him exquisite pain! Magneto coldly remarks “Oh, does it hurt?” Angel telepathically alerts Cyclops and Emma that they’re under attack! With the attendants wondering if this part of the show, Cyclops and Emma try to open way to reach the others.

Warren orders Magneto to put Colossus down. “Now then, where were we?” Magneto replies and then releases his magnetic grip, leaving Peter crashing down through a building. “Now then, where were we?” he again utters, his words full of bombast. “Ah yes. Let there be light,” he exclaims and energy pours out from his hands.

The Sentinels are instantly awoken by Magneto’s touch. “Prepare to face your doom, mutant, for the Sentinels have returned,” the gigantic robots warn them. Levitating between the two Sentinels, as if some fearsome deity, Magneto commands them to attack. Overwhelmed by sheer panic, the masqueraded attendants of the art event break into a rout.

Magneto uses his powers to violently expel a water pipe from beneath the ground, aiming it towards Scott and Emma. The two mutants barely avoid being wounded, thanks to Scott pushing both of them to the ground. Grinning, Magneto tells Scott that he’d be surprised how much he’s missed their old tussles.

Scott turns to Emma and tells her that, even though the Sentinels won’t deliberately kill humans, as long as mutants are around, nobody’s safe. Emma suggests the crowds head home early. Scott orders him team to follow Magneto’s tactics: “Response Squad, you’re here with me; Emma lead the rest and the Sentinels away from here now!”

Chapter Three: The Exploding Plastic Inevitable

As the battle continues, Angel informs Emma of his plan to try to keep the two Sentinels from getting airborne. Emma disagrees: Warren needs to lure them up and away otherwise the Sentinels are going to crush some of the sapiens running around in panic. “Got it,” Warren complies and flies upwards, serving as a distraction for one of the Sentinels.

Pursued by the other Sentinel, Emma telepathically asks Wolverine, “Where the hell are you?!” “Right here, babe. Flyin’ to yer rescue” Logan replies and dives down from a rooftop, landing on the Sentinel and damaging it with his claws.

Suddenly, Colossus asks Logan to jump clear… and then hurls a car towards the Sentinel, succeeding in destroying it. With one robot down, Emma approaches Peter and exhibits her ecological awareness, lamenting that the car had to be a hybrid! Peter explains it was the closest heavy object. Wolverine, on the other hand, keeps wondering how the hell Magneto knew how to turn these bastards on.

“So many questions you must have… so many mysteries to unravel,” the still levitating Magnus responds. He believes it must be infuriating for them. They should get used to it; life is full of these little disappointments! Saying this, he immediately turns around and ensnares Beast in a magnetic bubble, just as the blue-furred mutant was about to sneak up on him. Cyclops signals Kurt and the latter teleports right next to Magneto, the next X-Man to assail him. However, before Kurt even fully materializes, Magneto takes him out with a mere punch, remarking “Pathetic”

“Suck it,” Cyclops exclaims and aims at Magneto with his optic blasts. Magnus easily deflects them with a magnetic shield. He finds this to be a child’s play. He asks Scott if he calls these tactics; if he thinks himself as leader. “No,” a grinning Scott replies. He thinks of himself as the distraction… a distraction for Ororo to appear.

Indeed, Storm sneaks up on Magneto, proclaiming that the tyrant’s villainy will be held here! At once, she bombards Magnus with a barrage of lightning bolts. Magneto, however, encases himself in a magnetic protective bubble, impervious to Storm’s thunderstrikes. In disdain, he remarks these are parlor tricks; predictable; banal. He reminds Scott he’s been slapping him around since Scott was prepubescent – did Scott really think Magneto would allow him to interfere with his plans?

In the sky, the remaining Sentinel unit keeps pursuing Angel. Warren telepathically asks if they have any plan yet: he doesn’t think this thing’s going to run out of fuel anytime soon. Emma informs him that she might have just figured something out. Warren urges her to do what she needs to do, while he will head the Sentinel out to the bay. “Single-handedly?” Emma asks him. “I got it, Emma. Go.” Angel assures her. After all, he thinks these things have done enough damage to their new home tonight. “Agreed,” Emma replies, asking Warren to be careful.

Logan asks her what she’s thinking. Emma tells him that they need to get back to Scott and the others – now. It isn’t just that Magneto knew how to activate those monsters but the fact they didn’t target him – just the X-Men.

Chapter Four: The Fix is In…!

Defying the combined attack of Storm, Cyclops and Beast, Magneto asks them if they have even thought this through… or, like always, did the children of Xavier’s dream decide to attack first and think later? He thinks Scott is as always… focusing only on what’s directly in front of him, never able to think in multiple directions at the same time…

Much to Magneto’s surprise, though, it is he that is taken aback by Cannonball, as Sam, invulnerable while generating his force-field, sneaks up on him and carries him away, all the while apologizing for being late, due to the fact he stopped by the Grand Canyon on his way in! Cannonball then makes both of them to crash down nearby, hoping to stun Magneto.

Emma rushes by Cyclops’ side and informs him that Magneto isn’t… Scott cuts her short: he knows. The Sentinels didn’t attack Magneto because he isn’t a mutant. He didn’t get his powers back… he was faking. Magneto rises and the truth is now fully revealed: he is donning a now shattered magnetic suit. Magnus laments: this suit was a priceless piece of technology… it defied biology itself… Scott retorts that it’s now a priceless piece of evidence they’ll spend the next hundred years reverse engineering. He finds a way to fake out losing his powers? They’ll find a way to stop him from ever doing it again.

Scott then asks Emma where Warren is. She explains that Warren said he had the last Sentinel under control. Emma can sense his mind but he’s not responding. Scott is confident Warren’s a big boy and he can take care of himself. Unbeknownst to both of them, the last Sentinel has indeed already been dealt with.

Scott tells Magneto that this is brazen even for him: what the hell was he trying to accomplish? “You mean aside from destroying a tribute to our genocide?” Magnus retorts, while removing his helmet. Now fully exasperated, he accuses Scott that he plays king of the mountain; he bosses around the dregs of a dying race and suckles on the teat of those that would see him driven before them. “I myself shall save mutantdom,” Magneto declares, while wondering: what makes Scott think he’s qualified to be the vanguard of an entire endangered species? He just played into Magneto’s hands and all Magnus had to do was wait for Cyclops to go running off half-cocked… which he did, right on schedule.

Scott reminds Magnus he’s a powerless has-been and he’s now their prisoner. He wants Magneto to explain to them how he has the upper hand here. Magneto asserts that he always has the upper hand. And if they stand in his way… the X-Men will be the ones to exterminate the entire mutant race. Emma tells her lover not to buy it; not to listen to Magneto. Scott assures her he doesn’t. However, suddenly, Magneto begins fading, teleporting away. Just before he vanishes, he again warns them to stay out of his way. “No dammit, stop it!” Scott exclaims – in vain.

Storm, however, telepathically informs him they’ve got other problems: something’s happening at the park. Cyclops tells her they’re on their way and asks her what it is. Ororo tells him that the Dreaming Celestial has just lit up the sky… and she’s beginning to think Magneto’s attack was just a distraction; they may be out of their depths with this one.

As the X-Men head immediately towards the park by motorcycles, Cyclops asks Storm if the Celestial is waking up. Ororo, now soaring above the Celestial, tells him that it is not waking up on its own: the High Evolutionary is with it, doing something to cause this! Scott asks her to stop him. She promises she will try to if he’ll even acknowledge her presence.

Doing something unspecified in the right eye of the Celestial, the High Evolutionary is warned by Kingo Sunen that his time grows short. “So it does,” the High Evolutionary admits. He knows, of course, that Kingo will remember none of this; he will continue to sleep his eternal life away. He then suddenly vanishes and Kingo finds himself on the ground, at the feet of the majestic Celestial.

Storm reports to Scott that the High Evolutionary vanished just as Magneto did, while the Celestial is the same as always. As she approaches Kingo, the Japanese Eternal wonders aloud what this means: why has the sleeping giant summoned him again? He asks Ororo what this means. Ororo admits she has no idea.

In a spacecraft floating in outer space, Magneto asks the High Evolutionary whether it is done: did he find what he sought? The High Evolutionary assures him he has the piece, although he cautions Magnus to find patience: what they seek will come neither quickly nor easily. Magneto assures him he knows that.

The High Evolutionary asks Magneto whether the costume he built duplicated his lost abilities to satisfaction. Magneto admits that it was as if he’d never lost his powers – it was as if his powers were greater that they’d ever been, in fact. It was astounding; a one-of-a-kind work of art light years beyond human science. Yet, not even the High Evolutionary’s astounding science can manufacture a million more for every depowered mutant on Earth. Still, Magneto admits he despises himself right now. The High Evolutionary urges him not to let himself feel thus. He urges him to think of the greater goal they work towards… a goal far more important than history.

Epilogue One: Vox Populi

The next day

The X-Men are gathered in Angel’s office, at the top of a skyscraper. Scott admits that’s quite a view. Angel remarks that, for the money he paid for this place, it had better be! Emma tenderly fondles her lover and asks him if he’s ready. Scott is affirmative, just as Nightcrawler teleports inside the office, asking if he missed it. Beast quips that there will be no way to miss a psychic broadcast of this magnitude.

Scott tells Emma he is ready. The White Queen holds his head and asks him to breathe deep as she’s farcasting his thoughts now to every mutant they have on file: the entire mutant world can hear him now!

“Hear me… my X-Men,” Cyclops begins, as his message is telepathically transmitted to every mutant on Earth. “This message is reaching every known mutant in the world. Good, bad, friend, foe… whoever you are. Wherever you are. We want every mutant left, to know this: the X-Men are very much alive. And San Francisco is now a mutant sanctuary. Any of you – and your families or loved ones – are invited to join us here… And know safety and protection our kind has never known.”

Epilogue Two: Exit the Artist

Wolverine pauses outside a house, talking to Scott in his mobile phone and assuring him he heard it. He praises him, telling him he did okay. He also tells Scott that he’ll let him know in a few what this Gee dude has to say for himself.

Entering Guy DeMondue’s office, Logan discovers the artist dead on his desk: someone or something has caused Guy’s head to rotate a full 180 degrees. Logan instantly calls Cyclops and tells him that they are not going to be finding out where Guy and Magneto got those Sentinels from… not anytime soon, at least.

Epilogue Three: Enter the Pixie

Two weeks later:

A restless crowd has gathered outside a music club, trying to make their way in. A white-clad man tells the doorman he’s on the list. The doorman retorts that he doesn’t see the man on the list. The white-clad man asks him to look closer… “There, see? Simon Trask,” he tells him and then his finger touches the doorman’s hand, as an unclear form of energy is transferred through the white-clad man and into the doorman, effectively “persuading” the latter. “Yeah, there you are…” the now docile doorman responds. “Yes… there we are… hiding in plain sight,” the white-clad man cryptically remarks.

As the white-clad man enters the club, the mutant known as Pixie exits, in the escort of a male friend. Pixie thinks it was only the greatest show ever! Her friend exclaims that he loves Dazzler – loves her! Megan admits she also loves her so much. Her friend remarks it’s been like tweeting and texting so much tonight his thumbs hurt. Pixie just can’t believe Ali Blaire is back… and she’s still so good. She believes that coming to San Francisco was the smartest thing she’s ever done.

Unbeknownst to Pixie, a man in a van across the street is watching her. “Damn freak with wings just walkin’ down the damn street like she ain’t nothin’,” the man exclaims in disgust. He then turns to the men in the back of the van and tells them to do this like they drilled. He knows everybody’s fired up to smash some skulls and save the human race but they shouldn’t let that fire cloud up their minds. He reminds them they are pros now and they should act like it; that mutie won’t think twice before gutting them if they give her the chance. He asks them to get out there and win one for humankind and let these muties know that the Hellfire Cult owns these streets! The men comply and exit the van, flaunting bats and hammers, all of them donning the helmets traditionally worn by the soldiers of the Hellfire Club.

Characters Involved: 

Angel, Beast, Cannonball, Colossus, Cyclops, Nightcrawler, Pixie, White Queen, Wolverine (all X-Men)


Sadie (mayor of San Francisco)


High Evolutionary

Simon Trask

Kingo Sunen

Guy DeMondue

Tiamut, the Dreaming Celestial

White-clad man (Doctor Nemesis)

Attendants at art exhibition, dressed up as members of the X-Men

Unnamed male friend of Pixie

Workers at port of Oakland

Workers at X-Men’s headquarters

Unnamed members of the Hellfire Cult and their leader

On TV:

Blob/Freddie Dukes

Kingo Sunen


Story Notes: 

This issue is double-sized, being the anniversary 500th issue. It also marks forty-five years of life for X-Men (1st series)/Uncanny X-Men that debuted way back in September 1963.

This issue came out with two alternative main covers, one by Alex Ross and another by Greg Land, Jay Leisten and Justin Ponsor. It also came out with a Classic X-Men Variant Cover by Alex Ross, an X-Men Variant Cover by Michael Turner and Peter Stiegerwald and an X-Women Variant Cover by Terry Dodson, Rachel Dodson and Christina Strain.

Cyclops and Emma Frost first met Sadie last issue.

The attendants at the exhibition are dressed up as numerous characters, including Angel, Banshee, Beast, Bishop, Cyclops, Gambit, Jean Grey, Jubilee, Mystique, Northstar, Polaris, Professor X, Psylocke, Rogue, Scarlet Witch, Shadowcat, Storm, Toad, White Queen and Wolverine.

The title of chapter three (“The Exploding Plastic Inevitable”) comes from the eponymous series of multimedia acts that were presented in 1966-67 and featured musical performances by The Velvet Underground, dance by Andy Warhol’s so-called ‘Superstars’ and screenings of Warhol’s films.

It is so far unknown whether the ‘Simon Trask’ in this issue is the original Simon Trask, Bolivar Trask’s brother who has been believed dead since Punisher (3rd series) #17 or an altogether different entity.

Magneto – as well as Blob – are among the millions of mutants that were de-powered on M-Day, the fateful day the Scarlet Witch tampered with reality and stripped the majority of the mutant population of its mutant genome. [House of M #7-8]

Tiamut, the Dreaming Celestial, is a renegade member of the Celestials that has been imprisoned in the Golden Gate Park in San Francisco for some time now, towering over the area and observing it, as seen in the Eternals (3rd series).

First appearance of the Hellfire Cult.

The actions of Magneto and the High Evolutionary are first explained in Uncanny X-Men #507.

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