What If...? (2nd series) #33

Issue Date: 
January 1992
Story Title: 
What if Phoenix Rose Again?

G. Caragonne (writer), Rodney Ramos (penciler), Jimmy Palmiotti (inker), R. Witterstaetter (colorist), Janice Chiang (letterer), Craig Anderson (editor), Tom DeFalco (editor-in-chief)

Brief Description: 

Jean Grey has just learned that she isn’t Jean at all. She is, in fact, the Phoenix who turned herself into a perfect copy of Jean. Driven by jealousy, before she can stop herself, she destroys the real Jean, who was sleeping in a cocoon under Jamaica Bay. Phoenix is horrified by what she has done but realizes she cannot change, it she can only save her daughter Rachel from Mastermind. She finds Mastermind on Muir Isle, a slave of the Shadow King, who has aged Rachel to adulthood to use her as a host. Phoenix wins the battle, destroys the Shadow King and changes Rachel back to her natural, infant form. She returns to the X-Men and keeps up her pretense of being normal, even as the world becomes worse and worse for mutants. When a mutant-hating president is elected, she uses her power to change his mind on the issue, with the consequence that he is assassinated. Meanwhile, Wolverine has noticed Rachel’s nightmares and has figured out what is going on with Jean. He confronts her and tries to kill her. She literally changes his mind, but by now Xavier and Cyclops have learned what happened. Phoenix leaves them, and is thus unaware of the Sentinels’ brutal attack on the X-Mansion that kills many. The surviving X-Men team up with Magneto to attack the Baxter Building, now headquarters of the Mastermold. Phoenix returns to help and, with her help, despite their losses, they manages to shut down the Sentinels. However, later, Destiny warns Phoenix that, if she stays human, sooner or later, she will turn into Dark Phoenix and lose control. With that knowledge, Phoenix is forced to leave her family and rejoin the cosmos, always wondering “what if?”

Full Summary: 

The Watcher tells the story of the Phoenix, the soul and spirit of life incarnate. It sought out life as a mortal and took the form and part of the soul of the X-Men, Jean Grey, copying her so perfectly that no one, not even Phoenix herself, knew the truth. Phoenix saved the entire universe from destruction, but eventually the dark side of the humanity she now possessed consumed her.

As Dark Phoenix, she snuffed out five billion innocent lives. Her rampage was stopped and, in one reality, she was captured by the alien Shi’ar and given a psychic lobotomy. All of her power was stripped away.

Eventually, Magneto offered her the return of her powers but, for the sake of the universe, Phoenix refused…

Phoenix herself is in despair. She had a life after the loss of her powers. She married Scott Summers and they had a baby, Rachel. But then, Mastermind, who originally unleashed Dark Phoenix, retuned and tortured her, As a puppet of the Shadow King, he abducted Rachel and shot Jean. However, she returned from death because she wasn’t Jean, but the Phoenix and her power returned to her. Phoenix remembered and found the real Jean in a cocoon in Jamaica Bay. She knew that, with Jean’s return, her life would be over. Enviously, she wished that not to happen, only to be horrified to find her wish come true. Jean was wiped out of existence.

Phoenix is horrified at her own action but pragmatically realizes it’s done. She cannot return Jean to life but she can make sure nothing happens to their daughter. Seeing the world as a body of thought, the Shadow King stands out like a black, festering scar. He is hidden on Muir Island, Moira MacTaggert’s mutant research center.

Telepathically, she makes sure that Moira and Banshee keep on sleeping and searches the complex for the Shadow King. Suddenly, immense power attacks her, coming from a grown-up Rachel, now the host of the Shadow King.

The villain gloats that Mastermind brought her to Muir Isle, where he exposed Rachel to the device left by Eric the Red to age Magneto from an infant to adulthood. So, he aged Rachel to the point where her powers would manifest.

He mocks Phoenix’s defensive fighting style. Does she not want to kill her Rachel? Or does she realize that her attacks only make her stronger? She cannot use the Phoenix force to harm its living heir. Or is she holding back from guilt? For stealing the life of the real Jean Grey and then murdering her? Phoenix defends herself she didn’t mean to. The “why” doesn’t matter, he retorts, the blood on her hands does.

Phoenix urges Rachel to fight his influence. He reminds her that Rachel has the mind of an infant and cannot even understand her words. If she did, she would hate her as much as Cyclops and the X-Men would, if they knew.

As Phoenix falls, the Shadow King is intent on possessing her. Dark power engulfs him and they battle on the astral plane, where the full Phoenix force easily takes out the Shadow King. She takes him apart, then finds herself back in reality. Mastermind has killed himself and Rachel, still in her adult body, still has the mind of a baby.

Phoenix concentrates to change and rebuild Rachel cell by cell until she is back to being an infant again. She tries to calm her crying daughter, telling herself that her whole life is a lie but at least Rachel is truly hers. She loves her so much.

She flies back to Xavier’s school. Outside, she telekinetically rearranges the molecules of her costume to normal clothes. Inside, she rather sheepishly greets the worried X-Men and New Mutants. She explains that, with all of them gone, it was so lonely, so they went to Martha’s Vineyard. She tells herself she was going to tell them the truth, but can’t. As Scott plays with Rachel, she thinks of Shakespeare’s lines: “Deny thy father and refuse thy name. Take instead… my heart!” She tells herself she denies the Phoenix and will be Jean Grey with all her heart.

In the eight years that follow, she is true to her vow. She never uses the power, although opportunities certainly present themselves. The X-Men meet new foes and allies, but they survive without her help. The only threat they cannot fight is the rising tide of anti-mutant prejudice that grips America. It culminates in the election of rabid anti-mutant presidential candidate David Russell in 1988. His administration passes the mutant registration act of 1990. The Avengers and Fantastic Four and most others fall right in line. The X-Men don’t. They are outlaws now.

Still she does nothing. She wonders if she is living in a fool’s paradise. Xavier discusses matters with the X-Men. The Supreme Court has struck down the Mutant Registration Act. The question is what will the administration do in response. Storm notes Xavier doesn’t believe they will let matters die. Wolverine snorts Russell and his Gestapo aren’t going to quit until they march them all into the gas chamber. That kind of talk isn’t going to help! Cyclops points out. Nightcrawler protests it isn’t idle. His people, the gypsies, saw Hitler’s rise and paid the ultimate price. Kitty tells him not to give up yet. If the Jews had been super-powered mutants, things might have ended differently. They are not going to give up without a fight.

Jean speaks up, about to make a suggestion, but then declines that it’s nothing important and takes Rachel to bed. Later, she is still awake, wondering what to do. A goddess playing house, locking all her powers away as if it was another person. She is the Phoenix and nothing can change that. It’s been so long since she used the power but she can feel it, ready, waiting and she wants to use it. She prays for strength.

In the meantime, Wolverine is awake after exercising when he hears noise from Rachel’s room. He enters to find her waken up from a nightmare. Rachel confesses she keeps having the same bad dream every night. A bird made of fire killed her mother. It hurt her. She was burning up. Logan asks if she told her mother or the professor. Rachel tells him it’s a secret. Something bad will happen, now she’s told him. He promises nothing bad is going to happen to her. He will take care of it.

Jean is still wrestling with her dilemma. If she isn’t going to act, who will? She turns to Phoenix and flies to the White House. While the White House is protected against super-human attacks she is way beyond superhuman. She wakes President Russell up and uses her telepathy to make him change his mind.

The next day, the president openly announces that they must turn away from the path of hatred. Mutants are their children! While he talks of hope, he is suddenly assassinated by a gunman of the RIGHT.

His successor gives Agent Gyrich of Project Wideawake the order to deal with the mutants by creating an army of Sentinels. The Mark V Sentinels are the most advanced hunter-killers ever created, more capable than the government expected; their Mastermold computer complex became self awake in a matter of hours. The Sentinels decide that the best way to deal with the mutant menace is to control America and eliminate the only possible opposition.

The Sentinels attack every registered superhuman in the country, human and mutant alike. Having superpowers is a crime punishable by death, and so they all die.

A few unregistered outlaws, like the X-Men, escape and make it to the mansion, friend and former foes alike. Among them are Franklin Richards, who has lost his family and the blind seer Destiny. Xavier asks her what the future holds. She replies they have to evacuate the mansion.

Wolverine gets out, figuring he has a job to do. He joins Jean in the computer center, announcing they have to talk. He knows she has become Phoenix again. He senses it. The way she’s been acting. Rachel’s nightmare. They way she fixed Russel’s mind with her telepathy.

Jean denies it and he hits her several times. In her anger, she turns to Dark Phoenix and lashes out with her powers. Horrified, she hurries to his side, she has hurt him badly. She tells him everything and asks for his forgiveness. She promises she can control the powers now and vows never to hurt anyone again. She kisses him and he unsheathes his claws in her heart.

He apologizes. He knows she believes that. But the others don’t know her. He does. She’s a killer, same as him. But she’s got the power to destroy everything in existence. Someday she’ll do it. He loves her but it has to end. He jumps at her to finish it.

Phoenix stops him telekinetically. She cries and apologizes, then makes him forget everything.

When they step out of the room Xavier and Cyclops are waiting for them. They’ve overheard matters. Jean announces she’ll go now. Scott asks the professor what to do. Xavier points out that they can’t stop her.

Jean runs outside. Her love, her dreams… all ashes on the pyre of the Phoenix. She leaves, unaware that the Sentinels are targeting the school.

Jean’s taken off to New Mexico and sits on a butte, reminiscing. She never realized before but Rachel was conceived on this spot. She’s closed off her mind and psychic senses, figuring she can only make things worse. The world is better off without her. So she is unaware that the Sentinels attack the school.

Jean is alone with nothing but the gnawing hunger of power to keep her company. It’s an addiction and she is nothing more than a strung-out junkie. She vows not to let it happen again.

The surviving X-Men, in the meantime, have withdrawn to the old, abandoned Sentinel headquarters in the Adirondack Mountains. Hiding in plain sight, Wolverine figures. Scott announces they are not going to hide and gives orders to gather everyone who is not injured in the situation room. In this case, that’s Cyclops, Wolverine, Colossus, Cannonball, Nightcrawler, Storm and Shadowcat.

Scott explains that they should be lying low to recover their strength… the last thing the Sentinels will expect is a counter attack. He shows them a holographic image of the Baxter Building, the Fantastic Four’s former headquarters, which the Sentinels have taken as headquarters for their Mastermold. They take it down and cripple those tin men!

A wonderful plan, but without sufficient raw power it is doomed to fail, a newcomer announces; their enemy Magneto. He explains he did not come to fight. They mistrust him but Charles Xavier, who was his friend, is dead. In his name, he asks them to put aside their differences and allow him to fight by their side for the sake of their race. For the sake of all humanity, Cyclops asks him to join them and takes his hand.

With Magneto masking them from the Sentinels, the X-Men use the Morlock Tunnels to get close to the Baxter Building. Unfortunately, the magnet field has the opposite effect, allowing the Sentinels to discover them.

Magneto attacks the first Sentinel while another shoots him in the back. Termination of target mutant imminent! one Sentinel announces. Scott orders the others to run. Rogue cradles Magneto, who tells her he can’t move his legs anymore.

That moment, Phoenix orders die! and destroys all three Sentinels. <>Dark Phoenix! Storm exclaims. ”Goddess, preserve us!” She intends to, Phoenix replies and assures them they have nothing to fear from her. A moment later, she almost falls and admits that took a lot out of her. She hasn’t fed the power ever! Can she make it? Storm asks. She’ll have to, Phoenix replies grimly.

And so, Phoenix uses the power she has to destroy the Sentinel headquarters. When the smoke clears, she is the only one left standing. Next? she asks, eyes flaring. She spoke to soon as several Omega Sentinels coordinate an attack on her with a mnemonic scrambler unit.

The X-Men find her in agony and surrounded. They begin fighting the sentinels to help Phoenix. Nightcrawler is the first to fall due to the strain of teleporting them all. Kitty phases herself and Colossus downstairs into the Mastermold chamber. The Mastermold announces their powers are useless against this unit. Kitty kisses Peter and assures him she loves him, then asks him for a fastball special. Not understanding, Colossus nevertheless complies. Kitty phases inside the Mastermold unit, aware that she only has seconds before it can come up with a way to block her. She solidifies inside the Mastermold, giving her life to destroy it, to Colossus’ horror.

And so Phoenix is free, aware of her friend’s sacrifice. She reaches out, taking the Sentinels’ power and destroying them all.

The war is over. They bury their dead. Phoenix approaches Scott who addresses her as Jean. She isn’t really Jean, she corrects him. She is what she is, he tells her and hugs her. The woman he married. The mother of his child. Whatever she is, he will always love her.

Destiny joins them, having sensed that Phoenix would want to speak to her. She asks Scott to excuse them. What does she see in her future? After some hesitation, Destiny admits that she sees death in every possible future. She will lose control again. Perhaps today, perhaps tomorrow. Perhaps a hundred years from now. The future holds death for those she loves, death for the world, the entire universe, a burning funeral pyre for the Phoenix. Unless she leaves. The life of a mortal, no matter how she treasures it, is not for her. She belongs to the universe and it belongs to her.

There’s no other way? Phoenix pleads. Destiny tells her to search herself and she will know it to be true. Phoenix leaves. She knew the answer before she asked. Just as she knew that Scott had sent Destiny to her. Whether she truly saw the future does not matter. She is right. Scott is right.

Scott, a crying Rachel and a wheelchair-bound Magneto watch her leave in the night sky. She tells herself Scott will go on, he and Rachel. She prays they will build a better world without her power. As she transcends her mortal form the song of life swells within her. All life, the myriad of possibilities one makes of it. She faces an eternity, forever denied her heart’s desire. She finds herself asking “what if.” Would things have been better if she’d died?

Characters Involved: 


Cannonball, Colossus, Cyclops, Nightcrawler, Rogue, Shadowcat, Storm, Wolverine (All X-Men)

Professor Xavier


Rachel Summers

Franklin Richards



Shadow King

President Russell

Agent Gyrich

Mutanthating politicians



Story Notes: 

This is the second part of a story begun last issue.

Erik the Red aged Magneto from infancy to adulthood in X-Men (1st series) #104.

Phoenix changed her sister from a water breather back to a normal human in Bizarre Adventures #27 (not #29, as the footnote claims).

The Shakespeare quote is from “Romeo and Juliet.”

On page 8 Rogue is referred to as “Rouge.”

This storyline has some elements of the “Days of Future Past” timeline, but develops in a different way, thanks to Phoenix destroying the Sentinels.

Issue Information: 
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