Uncanny X-Men (1st series) #507

Issue Date: 
May 2009
Story Title: 

Matt Fraction (writer), Terry Dodson (penciler), Rachel Dodson (inker), Justin Ponsor (colorist), VC’s Joe Caramagna (letterer), Daniel Ketchum (assistant editor), Nick Lowe (editor), Axel Alonso (executive editor), Joe Quesada (editor in chief), Dan Buckley (publisher), Alan Fine (executive producer)

Brief Description: 

In Kunashir Island, Japan, Beast, Archangel, Dr. Nemesis, Madison Jeffries and Dr. Yuriko Takiguchi find themselves under attack by one of Takiguchi’s creatures, a giant sea monster by the name Leviathan – Takiguchi’s ‘self-destruct mechanism,’ lest an enemy would attack his secret lab. Under the circumstances, Warren feels compelled to openly transform into his secret Death/Archangel persona in order to slay the formidable monster. After he kills Leviathan, however, he has to confront Beast, who is understandably shocked that Warren didn’t trust him with his secret. Meanwhile in San Francisco, Colossus and Emma Frost make short work of the tattooed mutant’s lackeys. Colossus then brutally beats the ringleader, just as the latter uses his powers to reveal Peter’s greatest fear: to deal with the loss of Shadowcat. Finally coming to terms with Kitty’s loss, Piotr later visits a tattoo shop and has her name tattooed on his chest. Meanwhile, Cyclops has a private discussion with Sadie, the mayor of San Francisco. A worried Sadie reveals that, in the wake of recent events, anti-mutant hysteria is building up and people are getting scared of Cyclops and his ‘mutant army.’ In a shuttle in outer space, seeking a way to reverse the decimation of mutants, Magneto and the High Evolutionary put into use the knowledge they gleaned from dissecting the brain of the Dreaming Celestial. Performing a dangerous technological procedure, the High Evolutionary exposes Magneto to painful amounts of energy, seemingly succeeding in restoring his mutant powers.

Full Summary: 

Kunashir Island - Japan

Beast, Archangel, Dr. Nemesis, Madison Jeffries and Dr. Yuriko Takiguchi stand in awe of the colossal lizard that towers over them: Takiguchi’s ‘self-destructive mechanism’ lest something went wrong. A shocked Beast mumbles that Charles Darwin had a regular dinner club that shared a belief in his theories. They called themselves the X-Club. They shared a “devotion to science, pure and free, untrammeled by religious dogmas.” Hank admits that he had begun to think that they might be the inheritors of that tradition. Refined men of elegance and dignity, discussing the heart of science and mankind itself. He assumed at the very least they’d wear ties. He assumed there would be a modicum of dignity. Nemesis, vitriolic as usual, retorts that was stupid of him. He is confident Beast is going to die on a half-frozen island halfway between Russia and Japan without a tie, and most certainly, without any dignity. His mother would be very proud.

San Francisco

In a moving car, two thugs are arguing. The car’s driver tells his friend, a man named Yuri, that it makes no sense. “What do you want from me?” Yuri retorts. He reminds him that God’s will is God’s will – and it’s God will that his cat has leukemia.

Suddenly they see a woman – Emma Frost – stopping in the middle of the road and glaring at them. The driver wonders if he should honk. “Don’t honk, ass,” Yuri chides him. He stresses that she’s looking right at…

Before the thug finishes his phrase, Colossus turns the automobile upside down and hurls it away with contempt, quipping that they’re not Emma’s type.


Beast’s party hurriedly rushes into a hole in the ground, in the hopes of hiding from the giant monster. Jeffries asks Dr. Takiguchi what kind of machinery he has on-site; anything he can use for weapons? Takiguchi retorts that weapons will not help him. His monster, Leviathan, is too strong for anything Madison might assemble from his scraps. He’s only soft on the inside. Warren urges everyone to keep alive and informs them he’s got a plan. Saying this, he proceeds to rip open his costume.

San Francisco

The car that Colossus hurled against the Russian ringleader’s headquarters has smashed through a wall, opening a gaping hole on it. Colossus and Emma Frost stand in the opening, ready to face the rest of the thugs. Emma wonders: what’s the plan? Is there a plan? Colossus jumps forward and roars that the plan is to hit them all until they stop hitting back. “Fire! Open fire, dammit!” one of the criminals hysterically shrieks, but Colossus and Emma have already proceeded to beat up everyone.


Derogatorily calling him “redneck,” Nemesis alerts Madison that they should give Archangel some cover. “Says the snob shooting pneumatic syringes at an eighty-foot tall atomic lizard,” Madison quips, joking at the expense of Nemesis’ weapon. Takiguchi intervenes and argues that, for the best of their intentions, both Nemesis and Jeffries are fools. They are all but ghosts now. Leviathan growls again as he prepares to attack them.

San Francisco

Colossus shoves his boot in some thugs’ faces and orders them to stay down. One of the thugs prepares to shoot him, but Emma slaps him hard across the face in her diamond form. The tattooed mutant decides to unbutton his shirt, vowing that he will kill Colossus himself.


Warren rips open his costume, only to reveal his X-Force costume underneath. Simultaneously, his metamorphosis from the feather-winged Angel to the blue-skinned, metallic-winged Archangel is triggered. Now fully transmogrified into the Death/Archangel version, Warren advises his companions to stay the hell back. He promises he’ll take Leviathan down. Seeing Warren ready to take off and face the monster, a mortified Beast struggles to confront him over his transformation. “Warren, we… Don’t you think we need to talk?” Hank exclaims in shock.

San Francisco

Marching towards the tattooed mutant and shaking his fist, Colossus vows that the two of them will have words. Piotr is not afraid of him anymore. “Peter, no…” Emma tries to keep him back and grabs his arm. Piotr tells her she’s a good friend but it’s okay: he needs to do this part alone. Emma retorts that he’s never alone – ever.


“Not now,” an impatient Archangel rebuffs Beast’s pleas, arguing that he’s got a thing to kill. A still disbelieving Hank stutters, struggling to come in terms with how Warren could keep this secret from him of all. “Talk. Later,” Archangel briskly terminates the conversation and rushes upwards in the sky.

San Francisco

Waving a broken bottle, the tattooed criminal sees Colossus moving against him and advises him not to speak; he’ll ruin everything. In a tick, Colossus punches him in the face. The tattooed mutant strikes back, breaking the bottle on Colossus’ face. “You idiot! Kill him kill him kill…” the ringleader deliriously screams at his minions. However, Emma Frost easily knocks his men out. “That’s right. Keep talking,” Piotr scoffs at him. Lunging at him, he roars that blind or not, he can still find him!


Warren flies right towards Leviathan’s face… and then makes a detour and soars right past his face. The beast roars, unsuccessfully trying to grapple him.

San Francisco

“Damn you, you stupid bear…” the tattooed criminal hisses and reaches for his gun. “Ha!” he exclaims in triumph as he fires at Colossus.


“Ha!” Warren exclaims as he flings his metallic blades to the monster. Leviathan can barely feel the blades piercing through his exceptionally hard skin. Seeing the monster distracted, Warren seizes the chance and flies right past Leviathan’s mouth, slightly cutting him there with his blade-wings. “Yeah, yeah,” Archangel mutters as Leviathan’s mouth starts to bleed.

San Francisco

A bullet flies right past Piotr’s left cheek, slightly injuring him there. Colossus jumps on the tattooed mutant and reveals he felt that. “No…” the criminal stammers. “Yes,” Colossus insists. Holding the injured ringleader down, Piotr asks him to look at him; he insists he felt that. “You see?” he tells him. He felt pain. He let himself feel it. Now he asks the criminal to look him in the eyes and tell him what he fears.


As Leviathan growls, his mouth opens wide… and, in a risky move, Archangel flies right inside his oral cavity. A merciless Warren quickly shoots out of the back of Leviathan’s head, covered in blood and brain tissue. “Ew,” Madison grunts, disgusted by Leviathan’s gruesome death. Nemesis advises them all to watch out; big bastards got to fall somewhere.

San Francisco

“Peter… Peter, don’t,” Emma pleads him, seeing him holding the wounded ringleader by the throat. “I… I see…” the tattooed mutant stammers. Emma makes a grip around Piotr’s neck and urges him to stop. Piotr clarifies he’s not going to kill him. He just wants… The tattooed mutant unbuttons his shirt to reveal a new animated tattoo on his chest: images of Colossus and Shadowcat sharing tender moments. In a weak voice, the criminal reveals he feels loss… unimaginable loss... As he passes out, Colossus hugs Emma and confesses he wants someone to hurt as bad as he did. “We all do for you, darling,” Emma reassures him.


“…Hank? Are you listening to me?” Warren asks him but Beast is lost in his reflections. Suddenly, he turns his attention to Warren again, visibly angry. Warren repeats that he asked him if he was ready to go home. “Of course. Back to where it all started,” Hank growls and moves forward, without having a second look at Warren.

San Francisco

In her shop, the tattoo artist warns Colossus not to screw this up again. Colossus promises he won’t. He’s ready this time, he thinks. The artist retorts he’d better be. Colossus assures her he is. Nightcrawler seconds that assertion. He tells Colossus that the trick is to let himself feel it; not to hide from it anymore. Colossus nods. He knows. He’s ready now. As she begins using her needle on Piotr, the artist insists she means it – he turns into metal man again and she starts enforcing a strict ‘no mutants’ policy. She then asks him to just breathe. As she starts drawing the tattoo on his chest, Piotr groans from the pain and grits his teeth. “Ahhh, God. God. Katya,” he mumbles.

After the artist finishes the tattoo – the name “Katya” with Cyrillic characters, with a heart as a background – she tells Piotr that he’s doing fine and advises him to breathe through the pain. Piotr nods and begins repeatedly uttering his beloved Kitty’s name.

In Graymalkin Industries, Beast has arrived in the company of his new recruits. He stumbles on Pixie and Armor eating cereals in the kitchen. Hank asks Pixie where Emma is. Pixie thinks Ms. Frost is in the brig. Armor further reveals that Emma brought a prisoner in or something. Hesitantly, she asks Beast who his friends are. Beast replies this is the X-Club. They’re going to be saving the mutant race. He then asks them where Scott is.

At that very moment, in another room of the facility, Cyclops is engaging in a private conversation with Sadie, the mayor of the city. Scott assures her that, if there’s anything they can do to assist the coast guard or I.N.S. or whatever governmental agency they need to assist, she can just say the word. He debriefs her that, for the time being, the girls Colossus brought are being fed and rehydrated and medically treated. Post-mutant biology is a specialty of theirs, as he’s sure she can imagine.

Sadie acknowledges they’ve got the space, manpower and resources. They’re fine using Graymalkin as a staging ground for the refugees. However, she recalls that their big guy, Rasputin something, apparently… Pausing, she announces there was an event this evening. Troubled, Scott assures her he asked Colossus to keep quiet but… quite honestly, it doesn’t surprise him; Pete excels at making noise.

Sadie tells him he needs to pay very close attention to the temperature of the world right now. The Southern Poverty Law Center reports an uptick of anti-mutant hate crimes at a stunning rate. They’ve seen pro-human hate groups and Sapiens-skins flooding into the bay area. It’s not hard to look at this magnificent clubhouse they’ve built for themselves, out of an old military base, and watch as they turn it into what rather looks like an embassy… and then watch as that embassy becomes occupied with mutants, powered or otherwise, militant or not. She plainly tells Scott that it looks like they’re building a militia; people are getting scared. Scott pauses and then, gnashing his teeth, corrects her: not a militia. An army.

In the prisoners’ brig, Emma studies her prisoner, Sebastian Shaw, standing outside his transparent cell and glaring at him provocatively. Shaw stares at her with hateful eyes and mumbles something. Emma clarifies she can’t hear him. She suddenly comes to the realization he’s just a little pimp, but decides to put that aside for the moment. She suggests they put aside the charges of kidnapping, assault, blackmail and extortion with which any assistant D.A., even the ones with their degrees from law schools ending with “dot-com,” could sink Sebastian. And she’ll ignore the things the Hellfire Club got up to on his watch as a business – what white-collar crimes he hid under that frilly lace cravat. No, what she wants to talk about is Genosha. What she wants to talk about is genocide and his role in it.

Seeing him pounding his fists on the cell walls, she asks him if he feels that psychic chaff in the air: power dampeners. She advises him not to waste his time. There’s no way he or any of the other cretins they’ll be collecting down here can use their powers. She suggests they talk about those sixteen million drops of blood on his hands. Shaw Industries paid for, designed, engineered, manufactured or distributed Sentinels. And Sentinels, scavenged by Cassandra Nova, destroyed Genosha and sixteen million mutant souls that lived there. Children died; classrooms of children. Emma breathed them in – but that’s not why Sebastian’s here.

As Shaw blows on the damp cell wall and rubs his fingers over it, forming the word “Namor,” Emma confirms that’s right: Namor. Her friend, Prince Namor, the first mutant, wanted Sebastian to go away for his crimes against him. With sadistic pleasure, she clarifies that dampeners only work on Sebastian’s side. Here he’ll stay hidden from Namor. As she tampers with Sebastian’s mind, she announces that he won’t remember anything other than all the people he helped kill. Everybody wins, she coldly states as Sebastian buries his face in his hands, wracked by forced guilt.

In the roof, a surprised Beast rejoins Archangel, confiding in him that Scott won’t see him; first time for everything, he supposes. In a half-hearted attempt to quip, Hank mumbles that “the coldest winter he ever spent was a summer in San Francisco.” Not actually Mark Twain, but what can he do? As sure as he could banter and quip all night, especially regarding the divine Mr. Clemens, he feels as if time is rather of the essence. He tells Warren he’s been keeping secrets. Big secrets; bloody ones. Never mind that he can transform himself into an inhuman killing machine. Never mind what that might mean to his health or to the future of mutantkind. He reminds Warren that he’s known him since he was sixteen. How could he keep this secret from him? His face hardened, Archangel flies away, telling Hank that he can’t. He’s sorry.

In a shuttle in outer space, the High Evolutionary asks Magneto whether he’s comfortable, the latter strapped on a complex machine, donning a pair of protective glasses. “What a strange question,” Magneto remarks and assures him he’s fine. The High Evolutionary clarifies he asks simply because there is a very good chance this may be his last opportunity to feel comfort. He would hate for him to die in a state of disquiet. Magneto reminds him they’ve lobotomized a Celestial and dissected its mind in search of the solution to a riddle that brought his people to extinction. Now they’re about to violently slice that riddle in two which might kill him in the process. He suspects a sense of disquiet is the best one could hope for and urges the High Evolutionary to engage the procedure. “As you wish,” the scientist concurs and activates the machine.

Magneto begins to scream with pain as enormous amounts of energy gush frantically inside him. “My God…” the High Evolutionary gasps as he sees the machine blowing up. “Eric…?” the High Evolutionary calls his name. Magneto rises, his eyes burning. He corrects the High Evolutionary. “No. Magneto…

Characters Involved: 

Armor, Cyclops, Colossus, Nightcrawler, Pixie, White Queen (all X-Men)

Archangel, Beast, Dr. Nemesis, Madison Jeffries, Dr. Yuriko Takiguchi (all X-Club)

Sadie (Mayor of San Francisco)

Sebastian Shaw


High Evolutionary

Tattooed mutant and his minions (all unnamed except Yuri)

Leviathan (sea monster)

Story Notes: 

Angel has reverted to his Death/Archangel persona ever since a brainwashed Wolfsbane ripped his feathered wings. [X-Force (3rd series) #4] He is now able to switch between his two forms.

Emma Frost captured Sebastian Shaw in Uncanny X-Men Annual (2nd series) #2, the same issue where Namor’s hatred for Shaw was explained.

The Genosha destruction occurred in New X-Men (1st series) #115.

Magneto and the High Evolutionary lobotomized the Dreaming Celestial in Uncanny X-Men #500.

Shadowcat is considered dead or lost in space, following Giant-Sized Astonishing X-Men #1.

Colossus’ previous attempt to have a tattoo didn’t meet with success, since he turned into metal each time he felt the needle on his body. [Uncanny X-Men #504]

Almost 90% of the Earth’s mutant population was de-powered when a deranged Scarlet Witch tampered with reality. Magneto was one of them. [House of M #7-8] With this issue, Magneto joins the small list of de-powered mutants whose powers have been restored since, either naturally or artificially.

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