What If...? (2nd series) #23

Issue Date: 
March 1991
Story Title: 
What if the All-New All-Different X-Men had Never Existed?

Kurt Busiek (writer), Rodney Ramos (penciler), Doug Halewood (inker), Tom Vincent (colorist), Janice Chiang (letterer), Craig Anderson (editor), Tom DeFalco (editor-in-chief)

Brief Description: 

The original X-Men manage to best Krakoa on their own and so continue to stay together. They are even rejoined by the Beast. As an experienced fighting force, they beat Count Nefaria’s Ani-Men and later Eric the Red and his two servants, Nightcrawler and Proudstar. Nightcrawler escapes, though, and vows vengeance. Soon, Xavier, Beast and Marvel Girl are kidnapped by Sentinels to a space platform. The X-Men save them and Lorna Dane’s magnetic powers make sure they return safely through the solar storm. Eventually, Shi’ar rebel princess Lilandra asks for their help to save the universe. They travel to the world of the M’kraan crystal, fight the Imperial Guard and together the X-Men mend the damaged Crystal that could consume reality. After more adventures, the X-Men eventually confront the Hellfire Club, whose members have been trying to brainwash Jean Grey. Before the fight can begin in earnest, Lilandra has the X-Men teleported aboard a Shi’ar ship. They need the X-Men’s help as an ancient, dangerous force, the Chaosbringer (the Phoenix), resides in Earth’s sun and they need to destroy it by destroying the sun. The X-Men ask for some time to find a different solution and Cyclops ultimately offers himself as a host for the Phoenix. Before he can sacrifice himself, though, Nightcrawler takes his place as the sacrifice, as he has secretly watched the X-Men and has become impressed with their nobility. Before he is killed, he stresses how needed they are.

Full Summary: 

It was such a small difference, the Watcher muses. The original X-Men land on Krakoa on a routine mission to investigate an unknown mutant, a mutant so powerful to defy classification. Bickering and wondering what to look for, they are suddenly surprised when they see the mutant. But this time, Marvel Girl is not the last to leave the aircraft and so her telekinetic shield holds back Krakoa’s attack.

The battle between the living island and the six X-Men is quickly joined and escalates into all-out war with little success, until Professor X telepathically contacts them and explains it all hinges on Lorna Dane’s unreliable magnetic powers. He’s been working with her to revive them naturally. She interrupts; if there is another way, then do it! And so, guided by Professor Xavier’s mind, Marvel Girl telepathically reaches into Lorna’s psyche and finds the mental blocks preventing her from accessing her full magnetic might and overrides them.

And while Xavier engages the creature on the mental plane, Lorna Dane reaches downwards and upwards, tapping into the Earth’s magnetic field. With the help of Havok and Cyclops, magnetic fault lines are severed and for an instant gravity ceases to exist. Krakoa is hurled into outer space and the X-Men, who had abandoned the island mere moments before the cataclysm, are once again victorious.

Since the X-Men were never captured by Krakoa, there was no reason to recruit a new team and thus the single greatest upheaval in X-Men history never occurs. The X-Men return home and to business as usual, battling and defeating Count Nefaria and his Ani-Men.

But Charles Xavier is suffering from nightmares of interstellar conflict and a half-seen face, nightmares that threaten to drive him mad. So, he decides to take some time off and says goodbye to his X-Men at the airport. The team is momentarily joined by the Beast as the Avengers could spare him to see Charles off. Hank jokes he can’t remember the professor ever taking a vacation before, except of course that time when he was “dead.” He doesn’t think anything so drastic will be necessary, Charles remarks wryly.

That moment, a truck is hurled at them. Cyclops blasts it apart but, a moment later, they are attacked by the mysterious Eric the Red and his two servants, Nightcrawler and Proudstar. Eric’s plan is to kill Xavier but he now faces a tightly knit experienced group of X-Men. Working together, Cyclops, Beast and Marvel Girl quickly take him out while Lorna and Iceman have captured Nightcrawler and Proudstar.

Nightcrawler calls them overconfident fools and teleports out of the ties holding him. He teleports onto a nearby roof, announcing the X-Men have humiliated them, defeated them, but not their plans for world domination! He is unable to stand against the X-Men alone, but warns them he will return when they least expect and will have vengeance on them all! With that warning, he disappears, leaving behind a bunch of unimpressed X-Men.

They take off Eric’s helmet to get their first look at a Shi’ar. Cyclops asks the professor what to do and Xavier replies it’s about time they learned about Muir Isle, which also serves as a complex to cage the most dangerous mutants in existence. The Ani-Men are there, Magneto, regressed to infancy, and Mutant X.

Moira MacTaggert tells them she prays they never have to find out who he is and welcomes them. Cyclops tells her they need to stash their feathered friend somewhere while trying to find out where he’s from. Moira agrees and plans to run some tests on Eric. However, despite a thorough examination, they learn nothing. Eric mocks that they can do whatever they wish. Just as his mind is sealed to the telepathic probes of their teamleader, his body will tell them nothing of his origin or mission. They want to know who he is? They’ll die wondering! he laughs.

Suddenly, they get an alert from the Beast. Chased by a Sentinel, he tells them the giant robots have returned and have already captured the professor and Jean. They are interrupted, as Beast too is captured.

Cyclops orders everyone to the Blackbird. Though the X-Men have to travel to space to find the Sentinels’ staging area and rescue their friends, the Sentinels have no surprise to offer, no serious strategy beyond overwhelming numbers and in time even the numbers grow small.

The X-Men ultimately win, only to find themselves stranded on a self-destructing space platform with a damaged shuttle and no flight control computer, in the middle of the worst solar storm in history. Dr. Peter Corbeau summarizes their dilemma. He could fly the shuttle but would not survive it. One of the X-Men might, but hasn’t got the skills. Marvel Girl steps up, bravely announcing she can do both. Cyclops asks if she is crazy. She reminds him she can absorb Corbeau’s knowledge.

Lorna Dane tries to interrupt and is ignored as Cyclops asks Jean how she will survive the solar flare. Her telekinesis will screen out the radiation, she claims. For how long? he demands.

Will the two of you shut up?” Lorna shouts. She can bring the shuttle down to Earth without the computer, without piloting skills, without even leaving the shielded life cell. She has magnetic powers, remember? she reminds them exasperated. And with that, Jean Grey never meets or becomes the Phoenix.

After they’ve returned, the Beast admits he’s enjoyed their team-ups so much that he wants to return to the X-Men. The others happily welcome him. They do not notice that they are being watched from the darkness.

The X-Men return home to Xavier’s school where they learn from Moira that she turned Eric the Red over to SHIELD. She couldn’t hold him indefinitely. Iceman points out that, even with Xavier’s Washington connections, they aren’t going to get any help from SHIELD. Those guys make Marcel Marceau look like a blabbermouth. Xavier tells him to shelve the question. The Sentinels were backed by the government and he intends to use his “government connections,” such as they are, to make sure nothing like that is ever given public funds again. He asks Scott and Jean to help. Iceman wants to party. Beast announces they’ll head for Greenwich Village. The other three decide they are too tired.

Life for the X-Men returns to normal until two weeks later when a strange figure materializes in the mansion, the figure from Xavier’s dream. She reveals that she is Princess Lilandra Neramani from the Shi’ar Empire, searching Xavier’s help against her insane brother, the emperor, D’ken, who is looking for a cosmic force known as the End Of All That Is. She was branded a traitor for opposing him and fled to find Xavier, whom a psychic vision had told her was the one man who could help her. She tells them of her brother’s agent on Earth, assigned to prevent her from reaching Xavier, the man they met as Erik the Red. She then tells them of the impending alignment of the nine death-stars and the mystic gateway they open and she tells them her brother must be stopped before that happens or the universe is doomed. The alignment may be hours away!

But even as the words leave Lilandra’s lips, all of reality blinks out. For a fraction of a second, everything simply ceases to exist. It has already begun! Lilandra explains. It’s imperative they come with her! Outside, she shows them a stargate that can transport them to the M’kraan planet where the universe will either be saved or destroyed.

The seven X-Men follow her to find themselves on different planet, where immediately they find the Imperial Guard, servants of D’ken, fighting Mod’t, guardian of the crystal. Lilandra points out potential help for them: Next to the crystal are the Starjammers, a team of rebel warriors who are imprisoned, captured by the Imperial Guard.

The X-Men split into two teams and manage to free the Starjammers. While fighting one of the Guardians, Beast tosses one of them against the M’kraan crystal. As a result, a circuit is activated and the X-Men, the Starjammers and the Imperial Guard are transported somewhere else, namely the heart of the crystal.

Cyclops touches the sphere at the center and his hand turns translucent. He orders Jean to mind-link the X-Men. A moment later, the shimmering sphere erupts. Beams of crimson light lash out, pinning human and alien alike. Everyone is transfixed and helpless. Everyone but the mind-linked X-Men, whom the mindlink protect against the nightmares the others are trapped in.

One of the Imperial Guard members, Pulsar, trapped by his fear, unleashes his optic blasts. Marvel Girl shuts him down but not before one of his blasts hits the sphere that begins to crack. The X-Men realize that once it shatters the End of All That Is will be released.

Jean points out that the effect on Cyclops has spread and he is now completely intangible. Scott believes that to be their salvation. When he touched the sphere, he tapped into its energy field and he is becoming more and more in sync with it. It’s a prison holding back some sort of anti-power that’s breaking free. The sphere needs energy to hold the anti-power back and he thinks he knows how to give it that energy. He reminds them of their battle with the Z’nox, the alien slavers they fought some time ago. They set up a psychic circuit to defeat them.

Ordinarily Cyclops’ power beam would tear the sphere apart but, in his intangible state, his power simply flows into it like a river into the sea. His power reserves are boosted by his brother Havok’s cosmic energy, which is in turn augmented by the psychic support of his fellow X-Men, channeled by Marvel Girl into his white hot center.

Still, raw power isn’t enough. The sphere is crippled, weakened; it needs courage, the strength that comes from knowing you are not alone and the X-Men give it that strength and more. Shortly they falter but they give it all they’ve got and the M’kraan sphere ripples, distorts and knots. In an eye blink, reality is restored.

Shi’ar chancellor Araki tells the X-Men the Shi’ar Empire is in their debt. Lilandra, however, represents a problem. The emperor is mad, leaving her as the only claimant to the throne, but she is also a condemned traitor. Lilandra decides to return to Earth and await the decision of their people; and so the X-Men return home.

After saving the universe, things turn to normal. Lilandra eventually returns home and the X-Men stay busy. They fight the steel-skinned Warhawk, sent to infiltrate their headquarters. They are attacked by their old foe Mesmero and exhibited as freaks in his traveling circus before they break free of his mental domination and bring him to justice.

They are summoned to Japan by their fellow mutant Sunfire to help thwart the threat of Moses Magnum. The X-Men are not the only heroes who battle Magnum in Japan. Unaware that Sunfire called the X-Men, the Japanese government tries to contact the Avengers and, when they prove unavailable, the Canadian government loans Japan Alpha Flight.

Together the two teams make short work of Magnum and are invited to stay as guests of the Japanese government for a few days, time spent talking shop, making new friends and reaching some serious decisions. Scott sees even Alpha Flight’s leader, Wolverine, one of the most intense men he has ever met, make some time for romance with Mariko Yashida. Perhaps it’s time he did the same.

Back in New York, Scott tries to propose to Jean in an overly complicated manner. She interrupts that of course she’ll marry him and kisses him. But suddenly she withdraws, a look of terror on her face, for she is suddenly in another place, another time part of a wedding ceremony to marry one Jason Wyngarde. Then, without warning, everything is as before. She asks Scott not to touch her, then apologizes.

Scott urges her to tell him what’s wrong. Jean confides that she’s been experiencing time slips for weeks of a decadent world where she finds herself in and a man whose eyes make her feel unclean, as if she’d done something awful and he approves. She thinks she’s going insane.

They go to the professor, who finds that her illusions are caused by a sort of psychic attack. The traces of the one behind it are naggingly familiar but he can’t tell. He promises Jean they’ll find him.

But a series of crises intervene halting the X-Men’s search for Jean’s attacker. They travel to Africa to prevent the previously unknown mutant Ororo from being abducted by the other-dimensional monarch Arkon and then the team splits up. Half going to Chicago to prevent an attack on emerging mutant Kitty Pryde and the others head to Manhattan to prevent a similar attack on the mutant songstress Dazzler.

Clues garnered from both missions lead them to the same place, the Manhattan branch of the infamous Hellfire Club. Warren Worthington’s family s membership there allows the X-Men to attend one of their parties. However, there Jean finds herself face to face with the real version of the man of her visions. Jason Wyngarde at her service, he leers. Or perhaps, since he’s been discovered, he should show his real face. He reveals himself as Mastermind.

He and his partners Shaw, Pierce and Leland get ready to attack the X-Men after Shaw has dismissed the guests. Mastermind tells them the X-Men will join them in their plans for world domination, either as partners or as slaves!

Before the fight can start, though, the X-Men find themselves teleported aboard a Shi’ar spaceship. Empress Lilandra apologizes but they face a crisis graver than any of their Earthly conflicts. She explains that Shi’ar legends speak of a terrible force known as the Chaos-bringer, a force so destructive that it presents a threat to the entire universe. It has been recently discovered that the legends are true. The Chaos-bringer exists and resides in Earth’s sun. It must be destroyed. The safety of the universe depends on it. Naturally, their planet’s population will be humanely relocated. They have suspended animation facilities large enough to…

Cyclops protests. They are not seriously talking about destroying the sun? That is unacceptable! He reminds her that she owes the X-Men and asks for 24 hours to find another way. Lilandra agrees. They will need Xavier’s counsel. She will send a shuttle to bring him here immediately. But 24 hours is all she dare give them.

And so the leading scholars and scientists of the Shi’ar are made available. The X-Men learn that, while the Chaos-bringer was killed ages ago, it resurrects itself time and again much like the terrestrial myth of the Phoenix. They are not certain that destroying the star will kill it permanently but they are sure that, if they do not strike, it will soon be reborn and the cost will be staggering.

24 hours later Lilandra calls them together and Cyclops present the solution he has reached. According to the data, the Chaos-bringer can only be killed if its dwelling place is destroyed. But it doesn’t have to live inside a star. It can also possess a living being. If the Chaos-Bringer were inside a human host, the sun could be spared. Lilandra agrees but the human would have to die. Cyclops shocks the others by volunteering.

Later, as the Shi’ar technicians make the preparations, Jean joins Scott, asking if she can get him to reconsider. It’s the only way, he insists. He wouldn’t be able to face himself if he allowed this to happen. Jean knows; this is why she loves him so much. They hug.

Still later, after several fruitless hours of waiting for sleep to come, Scott muses that he always expected to die young. This isn’t so bad. He’s serving his principles, his people and his world. He couldn’t ask for a better epitaph. That moment, he is hit from behind and falls unconscious. Plenty of time, his attacker thinks.

The job is done, the stellar siphon is in perfect working order and the anti-matter charge on board is enough to destroy a small moon. The shuttle leaves the ship. A moment later, Cyclops runs to join them, shouting to stop the procedure. Whoever’s in the shuttle isn’t him!

Lilandra gives orders to put the interior of the shuttle on the mainscreen. And the mystery person is revealed as Nightcrawler. He explains that he stowed away on the ship that came for Xavier and eavesdropped on their meetings. He apologizes for striking Cyclops.

But he swore revenge on them, Scott recalls. Why this? Nightcrawler explains that, like them, he is a mutant. But his appearance is as much a curse as a mutation. Humans have hated him since birth, spat on him, hunted him, often tried to kill him! Their actions turned him toward bitterness and anger. So, when Eric the Red approached Kurt, he found a willing ally. He lied to Nightcrawler, claimed that the X-Men strove to enslave both mutants and humankind, and Kurt believed him.

Months later, he came to know the truth. The X-Men fight for freedom, for peace instead of hatred. He has most grievously wronged them. The humans who abused him need the healing hand the X-Men offer, not the fist he raised against them. Cyclops’ sacrifice could destroy the X-Men and that would be tragedy. Nightcrawler, on the other hand, will not be missed. Cyclops insists that Nightcrawler need not give his life for a few mistakes. Nightcrawler thanks them, but his mind is made up.

And so, a button is pressed, the solar siphon unloads. And then, the universe catches fire. Surrounded by the Phoenix Nightcrawler smiles at its beauty. Lilandra’s people use the opportunity to destroy the Chaos-bringer.

The X-Men turn away, but it does no good. They know the price that has been paid. Xavier tells them that there is a hard lesson here but a valuable one. No man is beyond redemption. Their fight must continue, against the Hellfire Club and any other, if for no other reason than that.

Characters Involved: 

Angel, Beast, Cyclops, Havok, Iceman, Lorna Dane, Marvel Girl (All X-Men)

Professor X

Dr. Moira MacTaggert

Dr. Peter Corbeau


Ch’od, Corsair, Hepzibah, Raza (all Starjammers)

Chancellor Araki


Aurora, Northstar, Sasquatch, Shaman, Snowbird, Vindicator, Wolverine (all Alpha Flight)

Mariko Yashida

Ororo Munroe

Kitty Pryde

Emperor D’ken

Astra, Bolt, Electron, Fang, Gladiator, Hobgoblin, Impulse, Mentor, Midget, Nightshade, Oracle, Quasar, Smasher, Tempest, Titan (all Imperial Guard members)

Eric the Red / Shakari





Moses Magnum



Harry Leland, Mastermind, Donald Pierce, Sebastian Shaw (all Inner Circle of the Hellfire Club)

Phoenix Force / Chaosbringer

In memory:


The Watcher

Story Notes: 

Lornas’ failing power was a subplot from the original X-Men series that was never properly explained.

Xavier faked his death in X-Men (1st series) #42.

The X-Men fought the Z’nox in issue #65.

Marcel Marceau is a famous pantomime.

Issue Information: 
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