What If...? (2nd series) #101

Issue Date: 
October 1997
Story Title: 
What if… the Angel Remained a Horseman of Apocalypse?!

Johnny Green (plot), Bill Rosemann (script), Fred Haynes (penciler), Art Thibert, Alan Martinez, & Hack Snack Studios (inkers), Matt Webb (colorist), Chris Elipoulos & Virtual Calligraphy (letters), Kelly Corvese (editor), Bob Harras (editor in chief)

Brief Description: 

After Apocalypse transformed Angel into his Horsemen Death, a battle ensues between X-Factor and Apocalypse and Death. After the battle concludes, Warren rejoins his teammates as Archangel. Sometime later, a serial killer has begun to target mutants and X-Factor decides that it is best to take villain mutants into custody rather than have them killed. After dealing with Freedom Force, Black Tom Cassidy and Juggernaut, and the Hellfire Club, X-Factor turns their attention to the Marauders. During the battle that ensues, it is revealed that Archangel himself has been secretly leading the attacks on mutants along with his fellow Horsemen. Later, at Apocalypse’s new stronghold, Apocalypse re-awakens and discovers what Archangel has done, including killing X-Factor, his fellow Horsemen and other mutants. Apocalypse is enraged but Archangel tells him this is his doing. He has created an angel of death and he alone will determine who is worthy of living, including Apocalypse himself.

Full Summary: 

Behold the creation of devastation. Stare into the face of madness. En Sabah Nur – the immortal mutant known as Apocalypse – has once again assaulted nature itself in his all-consuming quest to test his Darwinian credo of “survival of the fittest.” X-Factor, the mutant group comprised of the original X-Men, came to the Citadel of Apocalypse in an effort to stop his latest scheme. But as this newly born monstrosity lets loose a primordial scream and unleashes energies of horrific power they don’t know what disturbs them more: the destruction or the scream. As team leader, Cyclops’ first thoughts are of the others. And despite the fact that Marvel Girl recently lost her telepathic powers, Jean Grey still senses something terribly amiss. Even Iceman is chilled. While, ironically, it is the dim-witted Beast who is the first to realize the truth.

Peering at the being before them, Beast remarks that Apocalypse’s other Horsemen mighta made him dumb, but he’s smart enough ta recognize Angel. Iceman asks what he did to him while Cyclops says to Warren that they thought he died. Warren coldly replies that, in a way, perhaps he did. The Warren Worthington they knew is no more! They let the humans cut off his wings! They let them strip him of his pride! Now they must live the results!

As Warren flings his metal feathers at his former teammates, Cyclops gives the order to Jean and Bobby to get the shields up. Firing his optic blast at Warren, Cyclops begs him not to do this. Whatever Apocalypse has done to him, they can help. Warren asks help?! Like they helped him lose everything? They couldn’t do anything for him but Apocalypse, he gave him power.

Just then, Warren flies into the ground below them and emerges with great force, knocking Jean and Cyclops to the ground and using his paralyzing feather blades on them. Leaping on Warren’s back, Beast implores him to snap out of it. Though Beast’s powerful limbs are perhaps a match for Death’s strength, the regressed mind of Henry McCoy does not anticipate the ferocity of his former teammate. Flinging Beast off of him and into some nearby machinery, Warren turns his attention to Iceman. Warren asks him why fight him. For his pathetic dreams of justice? Was it justice when the doctors lied to him? Maimed him? Apocalypse has rebuilt him. Given him the truth and the truth cuts deep. Enraged, Warren flies into Iceman, destroying him.

Realizing what he has just done, Warren drops to his knees and calls out Bobby’s name in despair. Nearby, Iceman tells Warren to calm down, he’s okay. Apocalypse made him believe he was dead, made him believe they couldn’t help him. But he had a hunch that if he attacked him and believed he was dead, he might snap out of it. And it looks like the ice dummy he whipped up proved him right. Apocalypse states indeed Bobby Drake. It appears his pitiful ploy was surprisingly effective. If he wishes to be reunited with his colleague so strongly, he may have him but he predicts that he will not find his current incarnation to their liking.

Floating away, Apocalypse bids his Angel of Death farewell. Charging towards him, Warren angrily tells him not to think he can escape without paying for what he did. As the Citadel starts to fall apart, the remaining members of X-Factor escape. And as they gazed upon the crumbling Citadel, X-Factor believed their teammate was lost to them once again. But it soon came to pass that Warren Worthington, unable to exact revenge upon Apocalypse, would return to his friends…accepting his transformation by taking the name Archangel.

Washington, D.C. The villains once known as the Brotherhood of Evil Mutants, now working for the government as Freedom Force. They gather now to discuss an alarming development. For in the months that have passed, the mutant community has become targets of a serial killer who has cut a red swath through their ranks. Blob proceeds to tell Mystique that she’s interrupting his afternoon nap. Does she have any news on this sick freak? Mystique tells him now’s not the time to sleep on the job. Listen to what Irene has learned. The woman called Destiny may be blind, but she sees what others cannot: visions of the future.

Destiny states that the killer has sent a message to X-Factor, daring them to stop him. They are determined to stop the flow of blood. To do so, they will soon attempt to capture all known rogue mutants. In doing so, they hope to protect possible victims and flush out the guilty. But they are being led astray, they are manipulated. By who? That is unclear. Mystique remarks that she was contacted yesterday by Cyclops. He requested that they place themselves under his protection. She, of course, refused. Now Irene senses they will use force to… Before she can finish her thought, the team is hit by a sudden optic blast. Picking himself up off the ground, Blob says Irene shoulda sensed sooner.

Arriving on the scene, Cyclops tells Mystique that they tried asking nicely. They can’t afford to ask again. After Blob tells them to bring it on, Beast leaps on his back and grabs him in a sleeper hold, much to the Blob’s amusement. The Blob’s primary ability is to become virtually immovable. Additionally, his extraordinarily dense epidermis leaves him physically invulnerable. But unexpected asphyxiation through telekinesis? Everyone – especially large men like Fred J. Dukes – needs oxygen. Once the Blob passes out, Beast lets him go and he falls face first into the ground. Beast tells Jean way to go. He was so busy laughin’ at him, it never occurred ta him she was blockin’ his windpipe with her T.K.

Their first suspects apprehended, X-Factor follow the meager clues they’ve managed to accumulate, leading them to the dangerous duo of Black Tom Cassidy and the Juggernaut. As X-Factor crashes through the wall, Juggernaut says to Tom here they come, just like he predicted. Tom replies yes, but they’ll not burst into their home an’ find them whimperin’ like puppies. After Jean uses her telekinesis to block Tom’s weapon blast, Cyclops gives the order to Iceman to cool off Tom. With that, Iceman freezes Tom in his tracks. Cain Marko and Tom Cassidy, despite their notorious reputation, enjoy a warm friendship. A friendship that the Juggernaut will not see extinguished.

Enraged, Juggernaut rushes towards Archangel who just stands there smugly. Cyclops calls out to Jean to shield Warren. Once he charges, no physical force can stop the Juggernaut but a telekinetic force focused on the ground beneath him produces an altogether different result. They say victory is sweet but Cyclops is left with a bitter taste. Cyclops tells his teammates to take them in. But it doesn’t look like these two are the killers. He doesn’t even know if they’re getting closer. He has the feeling someone’s playing them for fools.

The New York headquarters of the infamous Inner Circle of the Hellfire Club. An organization whose genteel exterior masks dark intentions. After Cyclops blasts a massive hole in the side of the building, Jean asks him if he thinks a direct assault is the best… Cutting her off, Cyclops replies that it’s for everyone’s good. They could be the killers. And if they are innocent they can’t leave them unprotected. You know they won’t come willingly. Scott then gives the orders to his teammates to spread out and find Shaw. Turning to Warren, Scott tells him to stay close to him. He doesn’t want him freezing up like he did against Marko and Cassidy. Sebastian Shaw, the Black King of the Hellfire Club’s infamous Inner Circle, can absorb kinetic energy and use it to enhance his own physical strength. Kinetic energy such as Cyclops’ optic blast.

Emerging from the wreckage, Shaw grabs Cyclops by the throat and proceeds to call X-Factor fools for daring to attack them in their home. Tightening his grip around Scott’s throat, Shaw exclaims that they may be able to hunt the others down like dogs, but they’ll find the Hellfire Club does not permit such insults. Gasping for breath, Scott begs Warren to help. Archangel watches and makes a decision. A decision to save a life with death. Just then, Archangel flings his armored wings into Shaw, mortally wounding him.

Back at X-Factor headquarters, Scott angrily asks Warren what is wrong with him. This operation is difficult enough without his behavior. First he put himself in jeopardy against the Juggernaut. Then he hesitated when Shaw had him, and then when he did act he nearly cut him in half. Scott begs Warren to talk to them, they’re concerned. With his back to his teammates, Warren asks concerned? He then asks Scott to tell him if he was concerned when his name was almost added to the list of victims of the “Mutant Massacre.” Was he concerned when the Marauders had him alone down in that stinking sewer? Was he concerned when they pinned him to the wall? Was he concerned when they ripped out his wings? Because he sure didn’t feel his concern then, he just felt alone. Holding out his hand to Warren, Scott tells him he’s right. They failed him in the past but they’re there for him now. Beast pipes in that’s right, ol’ buddy, they’re family.

And as Archangel folds into the arms of his friends, he sheds a tear. Not for what he has done, but for what he must still do. As a band of assassins, the Marauders are not used to being targets. But that is the role they find themselves in while they hole up in a munitions warehouse as the mutant serial killer and X-Factor close in.

Inside the warehouse, Sabretooth remarks that this whole thing stinks to him. Someone’s knockin’ them off and X-Factor’s closin’ the noose on their necks. Somethin’s not straight up. It’s like someone’s pulling their strings and settin’ them up for the big fall. Turning to Vertigo, Creed and asks her to go fetch him a cold one. He can’t concentrate with her hangin’ all over him. Turning his attention to Prism, Creed tells him that Sinister may have given Blockbuster, Riptide, and him another shot at life with that clone garbage. But if they don’t figure this out, they’re gonna get their butt planted six feet under again. Prism tells Creed not to take his frustration out on him. They’re all getting paranoid and his attitude isn’t helping things. Marvel Girl was the one that took him out before. He doesn’t know what connection X-Factor has to the murders, but she’ll find herself added to the list if she comes after him. Creed tells him that it looks like he’s gonna get his chance. He smells company. And before their eyes, another is lost to the mutant killer, the Maurader called Prism.

As X-Factor enters the warehouse, Archangel remarks that it looks like they got there a second too late. Jean asks where that blast came from. Was it from one of their own? Scott tells them to not take any chances and to end this quick. With that, Iceman freezes Vertigo’s blood, taking her out of the battle. As Scalphunter fires his gun at X-Factor, Riptide says to him and Blockbuster that maybe it’s them. Maybe X-Factor are the killers. Riptide proceeds to tell X-Factor that if they want some of what they gave the Morlocks, come and get it.

And with the killer possibly in their midst, X-Factor realizes the time has come to face the ones who tore their Angel from the sky. Jean tells Riptide that she’s sorry to disappoint, but they’re not the killers. They’re innocent. And they’re not like the Morlocks, they can fight back. With but a thought, Jean Grey follows Iceman’s example and telekinetically paralyzes Riptide’s lungs. While Scalphunter, unaccustomed to such tactics being directed at him, simply panics. As Scalphunter fires indiscriminately, he accidently hits a crate of explosives.

Using the distraction, Sabretooth tells Harpoon and Blockbuster that it’s time to motor. He knew he was right. Someone is pullin’ the strings. He’s got them all fightin’ amongst themselves, doin’ his work for him. Just then, the three Marauders come face to face with ones they don’t know. After Blockbuster asks who the freaks are, War introduces him, Famine and Pestilence, the Horsemen of Apocalypse. He tells them to bow before them. They are the chosen, the instruments through which En Sabah Nur will separate the wheat from the chaff. Harpoon proceeds to rush towards them and tells them to separate this.

But with a clap of War’s mighty hands, Harpoon realizes he is but chaff. Blockbuster may be a cold-blooded mercenary, but after the hours of training and the dangerous missions, he had grown to consider his fellow Marauders as friends. A big man all his life, he had also found an ally in his own body. And so it is quite fitting that the last thing Blockbuster realizes is the fact that even his body can turn against him at the hands of Famine.

Readying himself for battle, Creed states that he thinks he has this whole mess figured out. The killings, the mutant murders, they’re behind them, right? But they didn’t do it alone. No. They had help; someone on the inside. Well the jig’s up. When Creed leaps at Pestilence, she calls out now. Sabretooth, while not the smartest of men, is indeed well versed in the arts of the killing fields. And where the Four Horsemen ride, there too rides death. Pierced with metal wings, the dying Sabretooth looks up at Archangel standing over him and with his last breath says they w-won’t know… what h-hit ‘em…

And now we shift our gaze from the battlefield to the war’s nerve center: the new stronghold of Apocalypse. Apocalypse proceeds to tell Archangel that it is a pleasure to see him once again. His time spent away from the playing field, the months in his rejuvenation chamber, was truly time well spent. And now he… what’s this?! On that monitor, those bodies (Colossus, Nightcrawler, Juggernaut, Blob, Cyclops, Marvel Girl, War, Famine, Pestilence, and others), those executions weren’t authorized. Does he realize what he’s done? He was given the task of bringing an end to the weak, not to the strong. He has slain members of the elite, those that would one day lead his army. He has upset the order, the order that he has orchestrated for millennia. Who does he think he is?!

Spinning Archangel’s chair around, Apocalypse is shocked to see him covered in blood. Archangel asks who is he? He is the taker of souls. He is the wolf that these sheep searched for in vain. Yes, he slew the “elite,” his so-called “family.” He had no choice. They were the weakest of all. They were the ones who trusted him, believed in him. Believed he turned against him. For how could they suspect him? He, who was betrayed. He, who forgave them. How could they not trust them as he led them to slaughter?! Apocalypse angrily tells him that was not his purpose.

Rising from his chair, Archangel asks his purpose? He should know his purpose better than anyone, his self-proclaimed “creator.” So look upon his creation. He believes in a world where only the strong survive and now only he remains. But the war has not ended. He will decide if he is worthy. He will decide if he is strong. He will decide if he survives. For he was torn out of the heavens by his hand. Now he is his angel, his angel of death.

Characters Involved: 

Archangel/Death III (Warren Worthington III)


Beast, Cyclops, Iceman and Marvel Girl (all X-Factor)

Colossus, Nightcrawler (all X-Men)

Avalanche, Blob, Destiny, Mystique, and Pyro (all Freedom Force)

Black Tom Cassidy and Juggernaut

Sebastian Shaw (Black King of the Hellfire Club)

Various indiscernible members of the Hellfire Club

Arclight, Blockbuster, Harpoon, Prism, Riptide, Sabretooth, Scalphunter, Scrambler and Vertigo (all Marauders)

Aurora, Cable, Gambit, Northstar, and Quicksilver (It is not 100% clear why these characters are pictured but they are standing amongst the Marauders as they are held up in the warehouse. They do not participate in any of the battles.)

Famine (Autumn Rolfson), Pestilence (Plague), War (Abraham Kieros) (all Horsemen of Apocalypse)

In Flashbacks:

Blockbuster, Harpoon

Story Notes: 

Beast reverted from blue-fur form into human form back in X-Factor (1st series) #2-3 after Carl Maddicks used a serum on him. In X-Factor (1st series) #19, Beast was touched by Pestilence. Combining that touch with the serum still in his system, Beast would get increasingly dumber whenever he used his strength.

Angel was viciously attacked by Blockbuster and Harpoon who severely damaged his wings back in Thor (1st series) #373-374. He would subsequently lose his wings in X-Factor (1st series) #14-15.

Angel was revealed as Archangel by Apocalypse back in X-Factor (1st series) #18-19.

Prism was destroyed by Marvel Girl back in X-Factor (1st series) #10.

There is an artist error in this issue when, at the beginning of the issue, Beast is in human form. Towards the late middle, he is in blue-fur form. Then, at the end, he is back in human form.

Issue Information: 
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