Uncanny X-Men (1st series) #504

Issue Date: 
January 2009
Story Title: 
Lovelorn, Part 1: Every Little Bit Hurts

Matt Fraction (writer), Terry Dodson (pencils), Rachel Dodson (inks), Justin Ponsor (colors), VC’s Joe Caramagna (letters), Joe Sabino (production) Daniel Ketchum (assistant editor), Nick Lowe (editor), Axel Alonso (executive editor), Joe Quesada (editor in chief), Dan Buckley (publisher)

Special Thanks to Alejandro Arbona

Brief Description: 

In the wake of Shadowcat’s loss, a dejected Colossus keeps to himself and spends his days in his armored form. Cyclops and Emma Frost confront him over his depression and alert him that the X-Men need the “old Colossus” back. Emma later confronts Cyclops over his peculiar behavior in the nightclub the other day and suggests he stops evading her questions. Undeterred, Cyclops invites her to pry into his thoughts, hoping to assuage her concerns. Emma visits Cyclops’ mindscape, which bears the form of a lush hotel crowded with various incarnations of every attractive woman Cyclops has laid eyes upon. Emma soon discovers a black box in one of the ‘hotel rooms’, which she identifies as the source of power that drew her inside Scott’s mind. However, she finds herself curiously unable to open or even touch the lockbox. Scott explains that, being the quasi-leader of mutantkind, he keeps some important secrets in that box which, if discovered, could potentially endanger their species. He further upsets Emma by revealing it was Jean Grey who once taught him how to perform that psychic trick. Karma interrupts their session and invites them to the TV room. There, they are shocked to watch footage of the Cooperstown massacre on television, leaked to the press by Simon Trask and his organization. Meanwhile, Colossus tries to overcome his grief by dining in a restaurant with traditional Russian cuisine. However, a Russian mutant, whose body is covered with animated tattoos, shows up with his gang and threatens the life of the restaurant owner. Colossus hesitates to intervene, recalling how this man once threatened his father’s life in Siberia. Meanwhile in Buenos Aires, Beast and Archangel succeed in recruiting Dr. Nemesis in their science team, tasked with reversing the effects of M-Day. In Mojoverse, Madelyne Pryor recruits Spiral and Lady Deathstrike in her Sisterhood.

Full Summary: 


In the Body Shoppe, Spiral, the mistress of cybernetics, repairs the recently eviscerated body of the cyborg known as Lady Deathstrike, while listening to Madelyne Pryor’s proposal. Madelyne, in the escort of her two new recruits, Mastermind and Chimera, explains to Spiral that her offer is quite simple. She will make it but once; Spiral and Deathstrike will then leave this place with her or be destroyed. If they come with her, this shall be their reward: she will return unto them the one death took from them most unfairly.

That’s right – that’s her promise, she continues. She can bring the dead to life. And in exchange for their loyalty to the Sisterhood and their war against the X-Men, it will be her gift. Spiral notes that it sounds like the kind of crazy sweeps stunt that Mojo loves to put on the air. Deathstrike embraces Madelyne’s proposal: “Wh-wh-when do we start?” she stammers, not yet fully repaired. “Soon,” Madelyne promises.

Haight-Ashbury, San Francisco

A tattoo artist is furious with her latest customer. She’s tattooed all kinds of people in all kinds of places. She’s put tattoos on people she knew they’d regret it once they got out of whatever relationship they were in. She’s put tattoos people on that she knew were mistakes they’d come to hate sooner or later. She’s put great art on bad people – but, if they were clear-headed and seemed sane, she did it all the same. And still, this is the first time she’s ever asked someone to get out of her shop. “But man… get out of my shop,” she yells at her latest customer, the mutant known as Colossus.

She complains that’s the second gun she busted on Colossus’ right arm – he keeps turning into metal and she keeps ruining her tools. A sullen Colossus mumbles he’s sorry for any trouble, puts his shirt on and leaves the shop, watched by the artist and her assistants. Outside the shop, Piotr still murmurs that he’s sorry for everything.

Graymalkin Facility – Marin Headlands

In the facility’s chapel, Nightcrawler prays: “Father, hear us as we ask to rescue the lost from the domain of the darkness and bring them into the kingdom of your son…” Suddenly, Kurt pauses as he hears someone behind him calling his name. It’s Piotr. Kurt urges him to come in. Piotr wonders if anyone else has even been in this room yet. “Well, Emma Frost, but you know. Filthy girl,” Nightcrawler quips and invites Colossus to sit and talk with him.

Seeing Colossus in his metallic form, even at this time of day, Nightcrawler admits that he doesn’t remember the last time he spoke to his friend Peter and not the mighty Colossus. How much time is he spending out of his skin these days? “Oh you know. Some,” Piotr evades a clear answer. “…Some?” Kurt questions the veracity of that response. Piotr explains it’s easier in here – in his metallic form – to not feel so much. The words fail him; it is all too big, even for him. Kurt nods.

Cyclops suddenly appears at the entrance of the room and asks Piotr if he has a second for he and Emma. After Piotr approaches the couple, Scott begins by telling him he loves him like a brother, so he wants Peter to know how much this hurts him to say: he is no good to them in the shape he’s in. He urges Piotr that whatever he has to do to start getting past this, wherever he has to go, whomever he has to hit, he has to get past it. Emma seconds Scott’s invocation: they need Colossus back… she can’t always be the muscle.

After their conversation with Colossus is over, Cyclops walks away, realizing that was hard. Emma calls after him. Scott insists that had to be said and makes to the exit. Annoyed, Emma asks him to wait and grabs his shoulder, telling him to stop walking away from her. “What, Emma?” an upset Cyclops exclaims as he turns around to confront her, his hands waving in the air.

Emma wonders what’s wrong with him. What happened on the Hellfire Cult raid? Scott retorts that nothing happened. Emma insists that something did. She’s missing time in her memories and Scott is colder than her father on Christmas morning. “You don’t trust me?” Scott exclaims, and extends his hand, inviting Emma to have a look. Emma assures him it will be just a little peek… to set her mind at ease.

“There. I’m in,” Emma informs him through their psi-link the exact following moment as she enters his mindscape, her psychic self curiously dressed in an anachronistic 1930s outfit. “Oh my,” she exclaims immediately upon seeing that Scott’s mind is represented as a sumptuous hotel filled with dozens of beautiful women he has encountered in his life: contemporary and earlier versions of his female teammates and even villainesses he has confronted in the past.

Emma reminds him that he’s felt some of that old repression was creeping back in – so she wanted to see what kind of walls he’d built up lately… “And?” Scott impatiently asks. “‘Walls’ understates it,” Emma stresses as she moves further into the ‘hotel’, observing the numerous familiar women in Cyclops’ mind. As a matter of fact, she thinks she’s about to meet every woman he’s cast a furtive glance upon.

An incarnation of Rogue, dressed as a bellboy, greets her; so nice to see her again! “Your regular room?” she asks her. “Please. I’m checking in,” Emma plays along. “Any baggage?” the bellboy Rogue asks her. “Haven’t we all?” Emma quips. Scott’s voice invites Emma to look around all she wants. She should feel right at home. Emma follows ‘Rogue’s’ lead and enters an elevator.

Nervous and slightly aggressive, Scott asks Emma what she is looking for: the barista with the lip-ring? His third-grade teacher? Now wandering off on her own in the ‘hotel’ that constitutes Cyclops’ mindscape, Emma explains she’s letting Scott’s psychogeography guide her through this place. She can feel something hiding inside of him, even if he can’t articulate what it is. As she peeks inside one of the half-open hotel rooms, she suddenly puffs in disapproval as she sees a version of her onetime rival, Selene, the Black Queen, admiring herself in the mirror!

Moving on, Emma explains she’s just wandering and hoping that whatever it is she’s sensing will present itself to her. With a wicked smile, she informs Scott there’s one thing she’s noticed: a distinctive lack of redheads. She’s seen blondes, brunettes, raven black and pure white, even purple. But not a single redhead. Suspicious, she asks him why he thinks that is. Scott replies he has no idea what she’s talking about.

San Francisco – The Richmond District

“Hit something. Hit something. Show you hit something,” Colossus mumbles to himself as he walks down a street. He then begins calling out “Katya” – mourning the fate of his beloved Kitty Pryde. Suddenly, he comes across a Russian restaurant. “Food. Food is good,” Piotr exclaims and his face beams up.

In short time, he is sitting to the restaurant and devouring huge quantities of food. The waitress, speaking to him in Russian, wonders if he’s starved; when was the last time he ate? Few days, Piotr admits. May he trouble her for some more sour cream?

“Hold still! Hold him still!” a man’s voice is suddenly heard from the back of the restaurant. Rising from his seat and eager to tackle the new crisis, Colossus rebuffs the middle-aged waitress’ pleas not to go in there. The frightened woman mumbles this isn’t his business… her husband… those are dangerous men in there… Piotr assures her it’s okay; he’s pretty dangerous himself sometimes, he vaunts as he turns into indestructible organic steel. But if she could… that sour cream? It’ll only be a moment.

Piotr makes his way into the restaurant’s kitchen. He stops, hidden in one bend of the kitchen, watching as the leader of the group, a bald, slim man, exclaims “There. That’s it. Hold him right there”. His two accomplices are holding the terrified restaurant owner. Ripping his own shirt in two, the bald man reveals a body inscribed with numerous tattoos. Excited, he now wants to see what secrets the ‘soup maker’ is hiding.

Grabbing the man’s neck, the tattooed man hisses in devilish delight: “Ahhh… yesssss… I can… I can see… I can see inside of you, soup man…” As he relishes in the sensation of peeking into the man’s soul, the tattoos on the bald man’s skin begin to change, akin to living organisms. Colossus remains frozen and wide-eyed as he recalls this tattooed man from his own past: “No… not him…”


Piotr Rasputin, a little boy growing up in a farm in Siberia, watches furtively as a group of men is threatening his father, Nicolai. Two men are holding him, while the leader of the group, a bald, slim man, with tattoos on his head, confronts the terrified Nicolai. The tattooed man exclaims there are no secrets between comrades and suggests Nicolai tells them about his son.


Still holding the terrified restaurant owner by the throat, the tattooed man scoffs at him, asking him if he can see how the ink on him moves. Everything he hides inside… his whole life… The elderly cries in terror. “Ahhh… there. All of your secrets are now revealed to me,” the tattooed man moans in satisfaction.

Feeling unable to deal with this, Piotr bangs the kitchen door behind him. He apologizes to the waitress but he has to go… The woman is at loss. A shocked Piotr exits the restaurant and vomits on the street. As if speaking to his long-deceased father, Piotr tells him that, even though he doesn’t know how it’s possible, he’s found him. After all these years, he’s found the devil himself. Hidden at the corner of the street, he watches as the tattooed man and his underlings exit the restaurant.

Buenos Aires – Argentina

Beast and Archangel are enjoying their coffee and croissant in a café, together with Dr. Nemesis. Nemesis rambles on about how he has found him here right now. He’s hunted this twisted scum nigh on sixty years. He’s committed astonishing acts of science and heroism off the war and underground without any help or headlines. And he has done it without donning the ridiculous unitard of a common carny.

Dismissing Warren and Hank as “spoiled little dilettantes”, he provokes them to wave their bottomless bank accounts to him all they like. He will not be seen playing dress-up with them tourists while there are perfectly good genocidal maniacs he can be associated with murdering right here at home.

Warren angrily exclaims he’s done. Hank grabs his shoulder and urges him to hang on. Warren demurs they don’t need Nemesis and he doesn’t need his abuse. Hank corrects him: yes they do. He then turns his attention to Nemesis again: “Dr. Bradley…” Nemesis cuts him off and stresses that he co-created the original Human Torch with vacuum tubes and copper wire. He’s captured more fugitive Nazi super-scientists than anyone alive. He also stresses he’s a working man. They will call him Dr. Nemesis while he works, he demands and slams his fist on the table.

Fed up with him, Warren signals the waiter to give them the check. Undeterred, Beast informs Nemesis that there’s been a kind of genocide committed against mutants. They’re wondering if they can undo it. Putting his facemask on, Dr. Nemesis retorts he had six million friends who would wonder the same thing. He stresses it is genocide; there is no undo, sorry.

Beast explains that a spell turned off the X-gene. Most of the mutant population lost their mutations instantly. Mutant births flat-lined. Or so they thought. They’ve had a mutant birth – one. So whatever the magic is that extinguished the mutant gene line… it can be beaten. He recalls how he’s spoken to some of the best minds of their age, looking for help. None of them could. However, he is confident that Dr. Nemesis is something else different entirely. He implores him to help them; join the X-Men.

Nemesis haughtily claims he doesn’t believe in magic. He believes in science and he believes in applying it harshly in any problems life presents. Pulling out a rather sophisticated blaster, he asks them to take this weapon for example. It fires hypos loaded with dangerous narcotics – science narcotics – of his own invention that can bring down all kinds of genetic aberrants. He also asks them to take his eye as an example. Eyes are just cameras made out of jelly and water – and for jelly and water, they’re not too bad. But Nemesis made eyes of his own, designed to seek out those same genetic aberrants at 200 meters.

Beast and Archangel are caught off-guard as Nemesis seemingly points his gun at their direction. The two mutants instinctively raise their hands. Warren gasps as Beast musters his courage and nervously asks Nemesis if he sees any of those “aberrants” at the moment. “Two, actually,” Nemesis clarifies and fires right over Beast’s shoulder. Firing two more shots somewhere behind their backs, Nemesis informs them he’s about to be assassinated.

Indeed, a technologically advanced vehicle revs right against them, driven by two men clad in black full body suits. Speaking in German, one of them exclaims that, at long last, the Futurfuhrer’s Genetikorps will have their revenge. “Death to tomorrow! Death to Dr. Nemesis!” his fellow agent roars. The agent is about to declare that the Fifth Reich begins… and just then, the three hypos unleashed from Nemesis’ weapon finally reach their destination, penetrating the windshield and instantaneously drugging both agents, causing the vehicle to spiral out of control and end up violently overturned outside the café where Beast, Angel and Nemesis were sitting.

The wrecked vehicle is immediately engulfed in flames and Beast and Angel proceed to move as many people away from the area as possible, one on foot, the other by air. On the ground, Dr. Nemesis points his gun at the damaged vehicle and asks the Genetikorps to come on, suggesting they get this over with. However, no agent ever exits the vehicle: they are both out.

Nemesis explains they are tube-grown Supernazis. Herr Nachtersteller cranked them out by the dozen, before Nemesis himself drove his thumbs into his eyes. They’re lab-grown post-human Nazi enhanciles that only fight and make copies of copies of copies of themselves. They’re functionally retarded; more of a gene puddle than pool. He explains that many Nazi superscientists wound up here after the war and continued their experiments. And they brought their filth with them.

Beast alerts Nemesis that his being the world’s leading Super-Nazi hunter is icing on the cake, as far as they’re concerned. Grabbing Nemesis’ arm, he stresses they’re here to appeal to his intellect and sense of duty. This is a slow-motion genocide they still have time to stop. Nemesis huffs. He believes in neither magic nor superstition. He also warns Beast that if he ever touches his jacket again, he’ll spay him. He then shakes hands with Beast and congratulates him, announcing that the X-Men have found their genius. First genius, Hank retorts. There are more…

Elsewhere, Emma is advancing further inside the hotel that constitutes Scott’s mindscape. Studying the environment all around her, she tells Scott that it doesn’t take a genius to figure out his symbolism. However, she is surprised at the richness and depth of the detail. Scott insists he has no idea what she’s talking about.

“You know, I…” Emma is about to tell him but then she pauses as she passes by a black door with a giant red “X” engraved on it. Emma asks the “bellboy Rogue” to pardon her; she’s lost her key for that door! The “bellboy Rogue” reminds Emma that she has absolute access here and readily uses her spare key to unlock the room.

Emma finds herself in a blindingly white and stark empty room – empty save for a black cubic box in the center of the room. The door shuts behind her, leaving her alone. Cyclops calls out her name but Emma asks him to hush; she’s thinking. Kneeling above the box, she informs Scott that she’s found whatever was that drew her in. It’s a little black box and it is… it is deflecting her thoughts. “Ah. That,” Scott exclaims, fully aware of the “box” in his mind. He explains it’s his black box. Emma quips she can see that. However, she can’t lift it; she can’t open it; she can barely stand to touch it. She asks him what this… thing is.

Striving to find a way to describe it, Scott explains it’s a little piece of psychic kung-fu he was able to pick up along the way; a place for secrets. No secrets, Emma demurs – if their relationship has a rule, that’s it: no secrets and no shame. Cyclops retorts that, as the team leader, as the strategist for what’s left of their species, there are certain things he can’t risk escaping his mind. To protect her… to protect everyone… some things he knows have to be locked away.

What if he was captured and tortured for data about mutant locations? About where former mutants have relocated or access to the Center? What if someone wanted to know the exact longitude and latitude coordinates required to destroy a classroom full of children while she taught them? The lockbox protects that stuff from everyone.

Suspicious, Emma asks him if that’s all he’s got in there. Cyclops hesitates for a second because he replies affirmatively. The White Queen admits it’s impressive as hell, she’ll give him that. She wonders how on Earth he learned how to make it. Scott hesitantly admits that Jean taught him. Caught off-guard, Emma loses her composure and her mental form falters, just as an upset Karma suddenly bursts into the room, calling them both and telling them that they’ve got to…

Suddenly, seeing them both upset, she asks them what they’re doing. Emma coldly replies they were talking. Karma emphasizes that neither of them was saying a word before she alerts them there’s something they need to see on the TV.

Emma, Cyclops, Karma, Cannonball and Nightcrawler gather in front of the TV, watching a breaking news report that displays scenes from the Cooperstown massacre. The voice of the speaker informs the audience that the entire town of Cooperstown, Alaska, positively razed after the birth of what they now know to be a mutant infant by unknown terrorists. The footage now shown was obtained and released to the press by Simon Trask of the political action committee “Humanity Now” along with the statement: “If this is what happens when a mutant baby is born, what happens when one is born in your hometown?

Characters Involved: 

Archangel, Beast, Cannonball, Colossus, Cyclops, Karma, Nightcrawler, White Queen (all X-Men)

Dr. Nemesis

Chimera, Lady Deathstrike, Mastermind II, Red Queen/ Madelyne Pryor, Spiral (all Sisterhood)

Tattooed mutant and his accomplices

Futurfuhrer’s Genetikorps

Unnamed residents of San Francisco and Buenos Aires

In flashback:

Nicolai & Piotr Rasputin

Tattooed mutant and his accomplices

On TV footage:


Incinerated body

In Cyclops’ mind:

Imaginary incarnations of Black Cat, Dazzler, Deathbird, Lady Mastermind, Mystique, Psylocke, Rogue, Selene, Spider-Woman I, Storm, White Queen and others

Story Notes: 

Lady Deathstrike was almost killed by X-23 in New X-Men (2nd series) #45.

Madelyne Pryor recruited Mastermind and Chimera in Uncanny X-Men #499 and #503 respectively.

In Uncanny X-Men #503, Cyclops and Madelyne, the latter posing as Emma Frost, shared a telepathic intercourse. Only after momentarily spotting Madelyne in Dazzler’s nightclub afterwards and realizing it wasn’t Emma he had become intimate with, the truth hit Scott.

Colossus lost his girlfriend, Shadowcat, when she permanently merged with a giant weapon that was targeting Earth, succeeding in phasing it through our planet. Following that incident, Kitty is considered dead or incapacitated, perpetually floating across the universe and still merged with the weapon. [Giant Sized-Astonishing X-Men #1]

Among the women shown in Cyclops’ mindscape are an incarnation of Storm from her Mohawk era and an incarnation of Rogue from her Savage Land era.

James Bradley, also known as Doctor Nemesis, debuted as a character during the Golden Age of comics (historically, during the WWII) and was later revealed to have assisted Phineas Horton in the creation of the original Human Torch. He also created a second android, Voltron, before becoming a costumed crimefighter. [Lightning Comics #6, Invaders (2nd series) #3] His recent comeback, starting with Uncanny X-Men #500, marks his first chronological appearance in contemporary times, post-WWII.

M-Day refers to the fateful day the Scarlet Witch tampered with reality and stripped the overwhelming majority of mutants from their powers. [House of M #7-8] Later, Beast unsuccessfully attempted to recruit several villains in his quest to find a way to reverse the effects of the M-Day. [Endangered Species crossover]

The Cooperstown massacre was shown, in flashback, in X-Men: Messiah Complex #1, the same issue where the first mutant birth post-M-Day occurred.

The secret Cyclops is keeping from Emma is the existence of the X-Force squad.

The translations from Spanish are as follows:

Page 15: “Check, please.”

Page 16: “Listen, can you bring us the check? Now? Please?”

Page 18: Beast: “My sincerest apologies”. Archangel: “Don’t worry. We survive this kind of thing all the time”.

Issue Information: 

This Issue has been reprinted in:

Written By: