Uncanny X-Men (1st series) #503

Issue Date: 
December 2008
Story Title: 

Matt Fraction and Ed Brubaker (writers), Greg Land (penciler), Jay Leisten (inker), Justin Ponsor (colorist), VC’s Joe Caramagna (letterer), Paul Acerios (production), Daniel Ketchum (assistant editor), Nick Lowe (editor), Axel Alonso (executive editor), Joe Quesada (editor in chief), Dan Buckley (publisher)

Brief Description: 

Following Empath’s escape from the Hellfire Cult headquarters, the X-Men hunt him down on the streets of San Francisco. Left behind at the former S&M dungeon that served as the Cult’s lair, Cyclops and Emma Frost split up and investigate for clues. Suddenly, though, the Red Queen, pretending to be Emma, appears in Scott’s mind, dressed in a fetish outfit and invites him to have a telepathic sex session with her. Meanwhile, Pixie discovers the X-Men are after Empath. Wishing to exact revenge for the beating she endured at the hands of the Cult, Pixie tracks down Empath and reacts in kind, severely beating and even blinding him. Later, in Madripoor, a mysterious woman recruits the assassin known as Chimera, promising she will resurrect whomever Chimera wishes, if she joins her. Back in San Francisco, Scott and Emma enjoy Dazzler’s concert in a nightclub, when Cyclops suddenly spots a familiar face among the crowd… his deceased former wife, Madelyne Pryor!

Full Summary: 

San Francisco: Soma

In the Exit Bar, the mutant known as Cannonball approaches the bartender. “What do y’all have on tap?” Sam asks him. The bartender doesn’t get him, though. “Tap. What beers y’all have on tap?” Sam repeats. The bartender – a tough-looking black man – remarks he sounds like a hick. “And you look like a kid,” he adds. “Let me see you I.D.,” he suspiciously asks him. Cannonball proudly shows him his I.D., adding he’s free, white and twenty-one. The morose bartender asks what that’s supposed to mean. Sam’s awkward silence comes as a response.

A little later, Cannonball returns to his table, reuniting with his friends, Karma and Mirage. Karma quips that her mutant brain needs beer; what took Sam so long? Sam stammers he had a little lecture on racial sensitivity and tolerance, that’s all. “Do what?” Dani exclaims in surprise. Sam asks them if they knew it’s only been since the National Voting Right Act of 1965 that African-Americans have been able to vote free from discriminatory practices. Raising his bottle, he makes a toast: here’s to equality and tolerance and funny old sayings your meemaw used to say that you don’t realize are kind of nasty until it gets pointed out to you in a bar!

“Here’s to fitting in,” Dani makes her own toast. “Here’s to being three nobodies on a Friday night,” she adds. She suddenly confesses she can’t get used to the fact that so many mutants are just… here. Living here – out in the open. She asks them to think back to when they were kids; this is what they were fighting for. Sam admits he looks back on when they were kids and he’s amazed he survived. He wonders if they ever realize how messed up their childhoods were. He asks them to think about it: on top of just being kids, of having to be teenagers and go through puberty and all of that… Sentinels, the Hellfire Club, Magneto, Asgard, getting old, getting young, the Brotherhood, Genosha…

Doug…” all three sigh. “And Jay. My baby brother Jay. Just… just gone, y’know?” Sam broods. He doesn’t care about any of the big stuff anymore. He doesn’t care about changing the world. He just doesn’t want anybody else to die. Just a nice, normal life: that’s all he wants. Xi’an likes the sound of that; she likes it a lot. “Isn’t that really what the dream was really about?” Dani adds and raises her bottle: “Peace and quiet”. Sam thinks he’ll drink to that. Suddenly, their mobile phones begin beeping in unison.

On the streets of San Francisco, Empath revs his bike, demanding that everyone moves over. “Superior being coming through,” he arrogantly vaunts. As he passes over various people, he influences their minds with his telepathic emotion control, bringing forth and exacerbating their worst thoughts and fears.

Storm suddenly appears overhead. “I’m on him,” she informs her teammates, via her com-link, and releases her lightning against Empath. “Weather witch. Nice try,” Empath commends her.

“At the car now, Scott,” Wolverine notifies Cyclops at that very moment, moving towards his parked car. Simultaneously, Nightcrawler teleports inside the car. Sitting on the driver’s seat, Logan reprimands Kurt: this car’s a classic and now it’ll smell like sulfur for a week. Kurt apologizes and reckons they’ll just have to drive with the windows down. Overhead, Angel, observing everything from high above, informs Logan that Empath is headed north-northwest from him. He instructs Logan to take a hard left at the next light and follow Storm’s path of destruction.

Back at the S&M dungeon that served as the headquarters of the Hellfire Cult, Cyclops asks the team, through his own com-link, to stay focused and bring Empath down before he can cause any more damage. He also informs them that he and Emma are sweeping the Cult’s base. Emma verifies it’s the first time sweeping has ever taken place here!

Storm replies they’ve got the situation in hand. As she keeps showering Empath with her lightning bolts, Angel flies right in front of Empath and tells Ororo he’s got him. “Daddy’s little freak,” Empath hisses and messes with Warrens’ mind, causing him to scream and lose his mental cohesion for a while. Collapsing to the ground, right next to a trashcan, Warren asks if somebody wants to stop this guy!

Somewhere else, Pixie is driving her scooter, intent on going back to the X-Men. She urges herself to be a hero and to be brave; nobody said being an X-Man would be easy. I’m strong, she mentally tries to empower herself. I’m dark! I’m Goth as Hell! She reminds herself she has a real-life soul-dagger and she knows how to use it. She thinks it’s X-Man time. Time to think like an X-Man and act like an X-Man. She wonders what an X-Man would do. She’d start by calling Dr. McCoy, she decides.

She immediately uses her cell phone to call Beast. Pixie greets him and Hank asks her if she’s okay. Megan assures him she’s fine. In communication with the rest of the team and overlooking several monitors, Hank tells her he doesn’t want to be rude but they’re a little busy right now. Pixie asks him where the team is. Hank explains they’re chasing a mutant called Empath in the Sunset District of… “Got it,” Pixie replies, tracking the team with her GPS device. “Irving Street. Thanks,” she adds.

Horrified, Hank asks her if that was a GPS he just heard. She asks her to not get involved in this. The team is on-site. He’s called the reserve team and… “It’s okay, Dr. McCoy,” Megan reassures him. She’s an X-Man and her teammates need her help, she declares and drives off.

Hellfire Cult Headquarters

Snooping around the Cult’s base, in telepathic contact with the White Queen, Cyclops tells her he doesn’t get it. “What’s that, my love?” she asks him. Scott wonders: why would a mutant run an anti-mutant group? Why here, when they’ve made such noise moving in? Why now, when there are so few of them left? Emma speculates that maybe they don’t like another group of mutants in town to steal their thunder. Or maybe they’re working on something big and don’t want to be disturbed. Or maybe they just get off on violence and control.

“They did headquarter up in an old sex club,” Cyclops notes, with regards to Em’s last hypothesis. “About that,” Emma exclaims and suddenly appears before him in a leather fetish suit, complete with boots and a mask. Astonished, Scott grins: he thinks that’s wildly inappropriate. “Oh please,” Emma retorts. They’re in an S&M club run by an anti-mutant hate group. If ever there was a place worthy of debasement and disrespect…

Scott wonders if this is real; is she in his head right now? She in that get-up… the cops all over the place… this is kinky even for her. Emma flashes a devilish smile. She tells him to blame all these crazy pheromones in the air and a complete rejection of mutant thanatos. The cops are busy; the team is chasing down the maggot; even she and Scott are physically busy, separated from each other, searching this place. These are just their idle thoughts… and here in the back of his head there’s no one but the two of them… She wonders: does her breath on his neck feel real enough for him? “C’mon, Scotty. We’re alone. Let’s take advantage…” she goads him.

Sunset District

Pixie is driving her scooter when suddenly her phone rings. She promptly answers it. Hank is on the line. He urges her to fall back immediately: Empath’s power levels are higher than they’ve ever seen before and he’s knocking the team over like dominoes. Pixie tells him it’s okay. Hank retorts it’s not okay; it’s dumb and very dangerous for her right now. They have a rampaging telepath on the run that’s throwing up in every head he passes. He insists Pixie does not engage him. Megan, however, reminds herself they beat her up; they broke her wings. She tells herself that if she runs from them now, she’ll never stop running… and with this thought, she throws away her cell phone, disregarding Hank’s pleas.

Geary St.

Empath is still driving, on the run from the team. He suddenly sees Cannonball blasting himself right at his direction. “Never could cotton to you, Manuel,” Sam shouts. “Dead baby brother,” Empath hisses, causing Sam’s mind to flip out. Disoriented, Cannonball crash-lands by a car, causing it to explode.

Nightcrawler informs Wolverine that Empath took down Sam and asks Logan to get them closer. Still driving the car, Wolverine asks him if he’s sure he’s got this in him. Kurt responds negatively. “But still we try, ja,” he remarks. These ridiculous stunts are what they do. They just need to believe.

With this, Kurt teleports out of the car and behind Empath’s back, snatching him and teleporting away with him. “Yield, junge. Yield…” Nightcrawler hysterically screams as he beats on Manuel. Empath tells him he’s mother is dead; she’s in Hell and he couldn’t save her. Nightcrawler utters a horrible cry in return and collapses to the ground. In disdain, Empath remarks they are useless, all of them. Struggling to breathe, Kurt notifies his teammates that Empath is doing it through eye contact!

“You think you’re the future? You think you’re our leaders?” Empath bursts out. He believes they are doomed and wretched. It is not their place to integrate with these apes. “We are Armageddon. We are Holocaust,” he roars. They will be the end of man as surely as man would be the end of them, he proclaims as he charges up.

Watching from a distance, Ororo wonders how he got so powerful. It’s as if he can barely contain his powers. “Who cares?” Wolverine remarks. They’ve got to shut him down before he just waltzes away. Blindfolding himself, he decides he’ll go in blind and find him by smell… Suddenly, he pauses as he catches Pixie’s smell.

Stop messing with my friends!” an uncontrollable Pixie screams and lunges at Empath. With swift and angst-driven moves, she proceeds to beat him up. Within seconds, blood – his blood – has filled her hands and face. She asks him to give up. Empath, brutally beaten though he is, perseveres. He tells about her dead dad – down in the dark, down in Hell where the dead dads go. He tells her he never said goodbye to his freak disappointment of a daughter. “Dead down in Hell,” he repeats.

Pixie tells him she’s been to Hell. “You wouldn’t like it there,” she mocks him and then unleashes a battle cry and plunges her soul-dagger into his forehead. As she retrieves her dagger, Empath, the pupils gone from his eyes, mumbles he can’t… he can’t see. “Who’s next?” Pixie roars.


A fish market flooded with dead bodies. “Impressive,” a mysterious redhead woman admits. Keeping count, she notices the assassin known as Chimera has killed nineteen, twenty, twenty-one… One of the salesmen begs Chimera not to kill him: “Mercy… please…” he mumbles. “Stand by for twenty-two,” Chimera loftily states and generates her ectoplasmic dragon flares, sucking the man’s life energy out of his body!

“Congratulations,” the redhead tells Chimera. She killed twenty-two very old men – why? Chimera tells her not to be fooled by the boats and the overalls. These snaggletoothed old men were drug runners one and all. And some other local drug runners offered up great recompense to cease their operations. The redhead, however, believes her talents are wasted. She asks Chimera to join her. For Chimera’s talents, the mysterious woman professes she will return unto her the life of anyone she wishes and desires who was taken away too soon. Chimera wonders: and if she refuses, it’s curtains? The big nap? The dirt sleep? Something like that, the redhead clarifies. “What the hell,” Chimera accepts the proposal. She has to admit to nearly dying of boredom several thousand times these past few years.

Mission District

The nightclub where Dazzler sings is packed. “I’ll be Adam, you be Eve! Repop-u-late the cent-ur-y!” Alison sings on stage, with Pixie serving as one of her back dancers. Among those attending Dazzler’s concert are Cyclops and Emma Frost. Hugging Emma, Scott telepathically tells her that was pretty amazing today. Emma retorts they missed all the action searching that musty old dungeon. She’d have given an arm to watch little Pixie take that cretin down. “No, I meant… I meant the…” Scott stammers. “Scott. What do you mean?” Emma asks him. On stage, Dazzler sings “The serpent is here!

Oblivious to Emma’s question, an almost hypnotized Cyclops spots a woman amongst the crowd – the same redhead who recruited Chimera in Madripoor. “No… no… no…” Scott mumbles in shock. Emma telepathically asks him what’s going on; what did he see? “My dead ex-wife, Emma,” Scott replies. “Madelyne Pryor is alive.”

Characters Involved: 

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





Madelyne Pryor/ Red Queen


Unnamed residents of San Francisco

Chimera’s victims in Madripoor

Story Notes: 

This issue sees the return of Madelyne Pryor, a character long thought dead. Apparently, Madelyne and the mysterious Red Queen who first appeared in Uncanny X-Men #499 are meant to be the same person. Pryor has played a pivotal role in the history of the X-Men. Her convoluted history is detailed in her Spotlight.

Rather interestingly, Red Queen was also the alias of the evil alternate Jean Grey who posed as Madelyne for an unspecified period of time, before seemingly perishing in X-Man #70. Madelyne was last seen as a psionic ghost in the astral plane in Cable (1st series) #76 before her reappearance in recent issues of Uncanny.

In a later interview of his, writer Matt Fraction finally explained the mystery behind the current version of Madelyne Pryor/Red Queen: "The Red Queen was a psychic ghost – the "Goblin Queen" energy without a physical home. Not Maddie – she's dead – but a devil's echo of what Maddie used to be".

This issue also came out with a Black and White variant cover.

Cannonball essentially provides a rundown of some of the most important moments in the history of the original New Mutants, including their first altercation with the Sentinels [New Mutants (1st series) #2] and the Hellfire Club [New Mutants (1st series) #16-17], their adventures in Asgard [New Mutants Special Edition #1, Uncanny X-Men Annual #9, New Mutants (1st series) #79-87], their time under the guidance of Magneto, the death of Doug Ramsey [New Mutants (1st series) #60] and their adventures in Genosha. [X-Tinction Agenda crossover] ‘Getting old’ possibly refers to their confronting their older selves in New Mutants (1st series) #48-49 and ‘getting young’ may refer to Magik being de-aged in New Mutants (1st series) #73.

Jay Guthrie, also known as Icarus, was murdered in New X-Men (2nd series) #26.

Pixie’s remark of ‘being to Hell’ refers to her adventures in the demonic dimension of Limbo in New X-Men (2nd series) #37-41. Her beating at the hands of the Hellfire Cult occurred in Uncanny X-Men #501.

Cannonball’s driver license reveals his date of birth as “10-12-87”, making him 21 years old. Of course, Sam debuted in comics back in 1982 [Marvel Graphic Novel #4] and was mentioned to be 16 years old in New Mutants (1st series) #2 (1983). However, with Marvel’s sliding timescale – four years in our world roughly equal one in comics – Sam would indeed be 21-22 by now.

Issue Information: 

This Issue has been reprinted in:

Written By: