Uncanny X-Men (1st series) #516

Issue Date: 
December 2009
Story Title: 

Matt Fraction (writer), Greg Land (penciler), Jay Leisten (Inker), Justin Ponsor (colorist), Virtual Calligraphy’s Joe Caramagna (letterer), Daniel Ketchum (associate editor), Nick Lowe (editor), Axel Alonso (executive editor), Joe Quesada (editor in chief), Dan Buckley (publisher), Alan Fine (executive producer)

Brief Description: 

Scalphunter learns that he was abducted by Lobe and his associates for a specific purpose - to fly a freighter plane with a very special cargo to Utopia, as Lobe plans to save mutantkind. On Utopia, everyone is startled by Magneto’s arrival. Xavier immediately begins to argue with Magneto, but Magneto announces he has come to speak to Cyclops. Cyclops orders Xavier to stand down, while Magneto gets to his knees and assures Cyclops he has come to talk. Despite Xavier’s continuing protests, Cyclops accepts Magneto’s offer, and Magneto proceeds to explain his quest to unlock the riddle of M-Day, and how regained his powers. Magneto congratulates Cyclops on uniting mutant kind unlike he or Xavier ever could. Soon, Scalphunter approaches Utopia, but the X-Men are reluctant to let him land, despite him claiming he is seeking sanctuary. Non-combatants are sent to safety, while, Nightcrawler teleports on board to check out Scalphunter’s cargo - only to discover several Predator X creatures aboard!

Full Summary: 

‘Whuh - where am I?’ a muscular man asks as he wakes, finding himself in darkness, strung up above some sort of pit. ‘Ahhhh! Son of a -’ he begins, before a voice tells him not to move, or to try not to anyway. The muscular man recognizes the voice: ‘Ya big-headed bastard - why don’t you cut me down and we’ll have us some words, huh?’ The voice tells the muscular man that he should stop moving so much. ‘They can see in darkness. Especially movement’ he informs him. Looking downwards, the muscular man asks ‘What can? Who’s “they”?’ Suddenly, some sort of creature lunges upwards from the pit below, mouth full of jagged teeth bared as it reaches for the muscular man.

From behind a one-way mirror, a voice tells the muscular man that the more he wiggles, the more he excites them. ‘And you’re certainly not going to squirm your way to freedom’ he adds. A light is turned on, and the voice tells the muscular man to go ahead and take a look. ‘You’re high enough that they can’t get to you. It’s okay. I’m pretty sure it’s okay. Not positive. Eh, it’s okay. You’ll be fine’. The muscular man looks downwards and sees several creatures moving about in a very small pit, similar to a well. The voice reveals ‘We made them. Well - we remade them. Upgraded them’. He adds that they had six, but five will do them nicely. ‘See, they’re hungry and haven’t eaten in a long time’ he adds, before remarking ‘So: That’s how you’ll die if you don’t start listening to me’.

‘What do you want from me?’ the muscular man shouts. The man called Lobe reveals that he wants to hire him. He reveals that he has a task that could make use of his precise skill set and history. He adds that he had to make him sure he understood what would happen if he failed. ‘You’re gonna get eaten!’. Flanked by his companions - Verve, Bouncing Betty, Thug and Burst - Lobe asks the muscular man if they are clear. ‘Do you understand the consequences of failure?’ Love asks. As the creatures arch upwards, the muscular man looks down at them and replies ‘Yeah. We’re clear…’, to which Lobe smiles. ‘Great. Let me now tell you what happens next…’.

Meanwhile, the island nation of Utopia, home to the Uncanny X-Men and their myriad allies. Including - Wolverine, Beast, Storm, Colossus, Psylocke, Nightcrawler, Northstar, Angel, Madison Jeffries, Kavita Rao, Pixie and Professor Charles Xavier - who stare up in amazement by the arrival of Magneto - the Master of Magnetism - and the X-Men’s oldest foe. Suspended in the air, Magneto firstly apologizes, claiming that disrupting a memorial was not his intent. ‘I’ve been through an awful lot and came a very long way to see you all’ he remarks. ‘Erik…as always…your…timing…is impeccable’ Charles remarks, before asking Magneto what it is he wants. Magneto removes his helmet and replies and tells Charles that, frankly, he doesn’t want to speak to him at all, and that he is here to see Cyclops.

At that moment Cyclops and the White Queen rush from one of the buildings on Utopia, and Cyclops orders the X-Men to fan out and execute close-combat Magneto tactics. But Magneto tells Cyclops that his people will not need to do that, and casts his helmet towards Cyclops, remarking that without the protection from psychics his helmet provides, his mind is an open book to them all. ‘I have nothing to hide’ he claims. As Cyclops catches the helmet, Magneto tells him to keep it or destroy it, he doesn’t care. ‘Look it as a gesture: my sword…laid at your feet’. With that, everyone stares at Magneto.

‘It’s a trap’ Xavier declares as psychic energy flows around him. ‘All of this - the time, the place, the false penitence - it’s always a trap. I’m so tired of this, Magneto. This stupid, endless cycle…’ Magneto declares that he will not fight Charles, and Cyclops steps in between them, telling the Professor that Magneto has not done anything yet. ‘We can’t just shoot first and ask questions later’. ‘”Later”? After what, exactly?’ Xavier asks. ‘Just what does this man have to do to us to finally convince you all he’s rotten to the core?’ Xavier declares. ‘How many times must he attack -’ but Charles is interrupted by Magneto, who tells him that their time has passed. ‘You and I…this thing of ours…it isn’t ours anymore’ Magneto declares calmly.

‘It’s always ours, Magneto. It’s always us!’ Charles exclaims, waving his hands about. ‘Charles, for once in your life -’ Magneto begins, readying his powers, before he screams as Xavier attacks his mind. It lasts moments, and when it’s over blood trickles from Magneto’s nose. ‘Well, there goes that Nobel Prize you’ve always suspected you deserved…’ Magneto jokes, before declaring that he did not come all this way for war, and that he did not come here to be attacked. ‘And you shouldn’t be’ Cyclops remarks, before turning to Charles and ordering him to stand down. ‘I’ve been doing this a lot longer than you have, Scott. And, with all due respect, I’ve been dealing with Magneto since before you were born’ Xavier adds. He declares that he will not let Magneto waltz in here and shatter what is left of mutant kind.

Elsewhere, the muscular man has been removed from the restraints which suspended him over the pit of creatures, who are now in cages. Lobe tells him that he cannot break out of here, but to believe that he can still get out. ‘You can still earn your freedom and we’ll never have need to darken your doorstep again’ he remarks, while his allies stand around the muscular man, who asks ‘Why don’t you get me outta these things and we’ll have a talk, huh?’ referring to the clamps around his hands. ‘Just you and me. A real nice talk’. ‘How stupid do you think I am?’ Lobe asks. ‘I let you out, you try to kill me, I kill you, and then I have no one who can deliver my cargo’. ‘Cargo?’ the muscular man asks. Motioning to the creatures in the cage, Lobe tells the muscular man he wants him to deliver them for him. ‘Come’ he beckons him to follow him.

Back on Utopia, Magneto remarks that Charles and he have been at each other’s sides or at each other’s throats their whole lives, and so he doesn’t blame him for his reaction. Magneto adds that he thinks of himself as not given to hyperbole, and asks Cyclops to consider that as he says this: ‘I am here in awe of your accomplishments and of your leadership through these dark days. Scott - oomph - Cyclops…how much clearer can I say this? I come not to bury Caesar…but to praise him’ Magneto remarks, kneeling on the ground in front of Cyclops.

Elsewhere, Lobe and his companions lead their captive into a large hangar bay, which houses a very large aircraft. ‘I got plans, buddy. Plans within plans, of which you have a very small part in’. Motioning to the large aircraft, Lobe declares that it is a C-17 Globemaster III - 174 feet long, 169.8 foot wingspan, max speed of mach .76 and a 2785-mile range, which is plenty to get you where you are going. He explains that they have modified it to allow for him to be its sole pilot. ‘I’ll be serving as co-pilot remotely and we’ve automated all loadmaster functions’ Lobe adds, before remarking ‘Now here is where you tell me you can fly my plane’.

‘Damn right I can fly it’ the muscular man declares, asking why they would go to all this trouble kidnapping him and showing him the monsters of theirs if they were just going to put him on a plane and send him on his way. ‘Because you’re a mutant, John Greycrow a.k.a. John Riverwind a.k.a. Scalphunter. And I don’t know if you caught the nightly news a couple days back but…Scott Summers just moved all of mutant kind to an island and threw open the doors’. Lobe declares that Scalphunter is going to approach Cyclops’ airspace - which may or may not be defended, he doesn’t know - so they want Scalphunter to figure that out, but he is sure Cyclops will let Scalphunter through because he is a mutant. ‘Just get close enough to drop off my cargo. Drop it and we’re done’.

‘You wanna kill all the mutants on the face of the Earth, go right ahead. But why do you need me to do your dirty work?’ Scalphunter asks. Lobe explains that Cyclops will not open his doors to them because they are not mutants. ‘And we don’t want to kill every mutant…we want to save mutant kind. Every single last one of you’ he claims.

Back on Utopia, ‘Really. Scott, this clearly -’ the Professor begins, but Cyclops interrupts him, telling him that, with all due respect, he has said enough for today. Cyclops turns to Psylocke and tells her that if she detects so much as an untoward thought, to drive a psi-knife into Magneto’s skull. ‘As you wish’ Psylocke replies. Cyclops extends a hand to Magneto and tells him to get up. ‘Let’s talk’. With that, everyone departs, except for Professor X and the Beast who remain together.

Soon, inside the conference room, Psylocke stands behind Magneto who tells those in the conference room that he believe that if anyone could unlock the riddle of M-Day, it would be the High Evolutionary.

(Flashback illustrations, narrated by Magneto)

Magneto remarks that the Man had created an infinite number of species across dozens of worlds, so surely he was smart enough to discover precisely why no more mutants were being born. Magneto reminds everyone that even the Beast approached the High Evolutionary, asking for his help. Only, the High Evolutionary didn’t see the same potential in the poor Beast as he did in Magneto, turning the Beast away, while Magneto and the High Evolutionary started in space, devised a plan. ‘We would start by lobotomising a God and seizing his mind and all the power therein’. He explains that they came to San Francisco, where the Dreaming Celestial came to stand for whatever obscure and arcane reasons one can ascribe to such beings.

Magneto explains that he, with artificially created powers, caused a distraction to make sure the X-Men did not notice his associate as he absconded with the Celestial, where upon they used that raw slab of the Celestial’s mind, they created a device designed to lift the M-Day effect permanently. ‘I was the guinea pig’ Magneto reveals, adding that the process almost destroyed him and utterly destroyed the machine, so it was not the cure they sought. ‘But when it was done…I was reborn. Recharged. Like a man of twenty again. And it was time to come home’.


‘…Then I saw you’d found the old place, and I saw everything leading up to that and…and I came back’. Magneto concludes, while Cyclops and the White Queen watch him intently. Magneto declares that there is no way to undo what has been done - no way to reignite a stagnant race. ‘I’ve gone to the depths of space to find another answer and it’s simply not out there’. He tells Cyclops that there is no future. ‘I was wrong. Homo Superior is not the future of man. We’re its vestigial tail’. Gazing around the conference room, Magneto exclaims ‘But you…look what you’ve accomplished. While Charles and I were engaged in an endless tug-of-war, you forged your own path. You did what neither of us could accomplish’.

Magneto declares that as their kind stands on the precipice of extension and gazes into the abyss, Cyclops has united the mutant race. ‘Magneto, I did what I had to do. That’s it. That’s all’. Cyclops adds that he doesn’t care what Magneto thinks know, and remarks that they are down, but not out. ‘We’ll be back. Mutants…will be back. I know this’. Magneto tells Cyclops that he doesn’t need to put on a brave face for him, and remarks that there is no tragedy in dying with dignity, and no shame in holding their chins high while their flame extinguishes.

Cyclops declares that he has faith, ‘Or Hope, I should say. The girl. The mutant birth in Cooperstown, Alaska. She’s alive. She’s safe. She’s protected. And one day she’s coming back’. Magneto looks puzzled, and covers his face. ‘She…the girls is alive? I didn’t -’ he begins, when suddenly, Wolverine enters the conference room and announces that they have a problem.

At that moment, Scalphunter and his plane full of dangerous cargo approaches Utopia. Scalphunter radios to the island nation, explaining who he is, he requests permission to land, as his fuel is rapidly running out and needs permission immediately. In the communications room, Madison Jeffries asks Cyclops ‘What do we do?’. Cyclops tells the former Alphan to give him the headset and to scan the plane with everything they have got. Cyclops greets Scalphunter and asks him what he is trying to pull. ‘You think we couldn’t drop you out of the sky if we wanted?’ he asks. ‘You’re the one that threw open the doors to mutants from all over - and I know I ain’t nobody’s favorite but I need whatchacallit…sanctuary’.

Jeffries informs Cyclops that the plane is shielded. ‘He could be alone or have a half-a-dozen a-bombs onboard’ Jeffries remarks, to which Cyclops declares that you don’t shield things you don’t need to hide, and turns to Nightcrawler, explaining that Scalphunter is three miles out and he needs to know what is on the plane. Nightcrawler instantly teleports away, while Cyclops sends out a communication, informing all non-combatants to get to the safety shelters, just in case. He explains that they are going to contain whatever threat Scalphunter presents, but they are not taking any chances. Cyclops asks the White Queen to help direct everyone below until they know what they are dealing with, and declares that they don’t treat this like a fight. ‘This is an invasion. And it will be repelled with extreme prejudice’. Outside, Dazzler, Magma and Rockslide go about helping civilians to safety, while Cyclops declares that this is their homeland now, and they treat it as such.

Moments later, Nightcrawler arrives onboard the plane, and in the cargo hold, he sees the cages filled with the deadly creatures - the deadly Predator X creatures. ‘Gott im himmel’ he exclaims in German, while Cyclops turns to the Professor, who, thanks to his telepathy, reveals that Nightcrawler is scared, before announcing that he has teleported again. Indeed, Nightcrawler lands somewhere on Utopia, and after exclaiming something in German, he tells Cyclops to shoot it down. ‘Shoot it down! Shoot it down right now!’ he exclaims frantically, while Cyclops, who has made it outside very quickly, readies his optic blast and orders the X-Men to battle stations.

Characters Involved: 

Angel, Beast, Colossus, Cyclops, Dazzler, Nightcrawler, Northstar, Psylocke, Storm, White Queen, Wolverine (all X-Men)

Magma (former New Mutant / member of Cannonball‘s X-Men squad)

Pixie III, Rockslide (both X-students)

Doctor Nemesis, Madison Jeffries, Kavita Rao (all X-Club)

Professor X

Other unidentified citizens of Utopia



Burst, Bouncing Betty, Lobe, Thug, Verve

Predator X creatures

In Illustrative Flashback Images:


High Evolutionary



In Illustrative Image


Hope Summers II

Story Notes: 

Magneto’s reference to the Dreaming Celestial, artificial powers and the distraction refers to Uncanny X-Men #500.
Magneto’s remarkabout praising Caesar to Cyclops is an inverted quote from Shakespeare’s play Julius Caesar.

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