What If...? (2nd series) #47

Issue Date: 
March 1993
Story Title: 
What If Magneto Took Over the United States?

Kurt Busiek (writer), Tod Smith (penciler), Ian Akin (inker), Janice Chiang (letterer), Tom Vincent (colorist), Craig Anderson (editor), Tom DeFalco (editor-in-chief)

Brief Description: 

On the grounds of the White House, Magneto and his band of mutants face off against the combined efforts of the Avengers, Fantastic Four, Spider Man and Daredevil. For the most part, the battle is mostly even until Magneto is able to take all of the politicians hostage. Faced with the decision of surrendering or allowing the politicians to die, he agrees to surrender. Elsewhere, Storm is lamenting her decision to split the X-Men down the middle. Her decision has caused many deaths and desertions on her side. In a different location, Wolverine’s team takes out Mr. Sinister and his Nasty Boys, killing them all. Psylocke, disgusted with all of the loss of life, leaves Wolverine’s group and decides to go find Storm. Back at the White House, Magneto evicts the president from the White House. As he leaves, the president pushes a button on a remote that unleashes the Sentinels. Once released, the Sentinels begin to take out the Savage Land Mutates, and then all mutants everywhere, including the Fantastic Four, who are trying to protect Franklin Richards. They continue by also taking out those that are sympathetic to mutants as well such as the New Warriors. When they finally meet up with Wolverine’s team, they kill Havok and Archangel and take Iceman prisoner. Wolverine, knowing he is facing a losing battle, retreats for the time being. The Sentinels continue to take out super-powered individuals, including the Avengers and Alpha Flight. They also declare martial law among the humans and transport all remaining mutants into classification areas and ultimately internment centers. Elsewhere, Wolverine is able to find Sebastian Shaw and gets something he needs from him. At the same time, Storm and Psylocke make their way over to Magneto’s lair and try to convince him that this needs to end. Before Storm can continue, they come under attack by Sentinels. Magneto is able to destroy most of them with ease except for one which contains a nuclear warhead. When Magneto destroys the Sentinel, it explodes and destroys everyone in the Washington DC metropolitan area. With no Magneto to stop them, the Sentinels run wild until one individual is able to infiltrate the internment center. This person releases Iceman, Sunder, Siryn, La Bandera, and Amphibius from their cells. Once clear from the center, he informs them that they are a rebirth – of the X-Men and Xavier’s ideals.

Full Summary: 

At the Capitol Building on the National Mall in Washington, D.C., it’s a beautiful day. The sun is bright, the air fresh and sweet. It’s the kind of day that makes violence and war seem impossible. Don’t be fooled for on the horizon is Magneto’s group of mutant followers – Mesmero, Reaper, Wildside, Blob, Dazzler, Strong Guy, Rictor, Forearm, Sunspot, Sunder and others. As they charge, Magneto informs them to strike and for them to remember that they are fighting for the survival of the mutant race itself.

Behind a bunker, Captain America and his group stand ready to defend the Capitol. In his group are U.S. Agent, Sersi, Wonder Man, Quasar, Thor, Iron Man, Daredevil, Spider Man, the Fantastic Four and other heroes. Sersi informs them to be on the ready, as the mutants are coming. Thor interjects that it is a tragedy that it has come down to this. Captain America responds that he’s reminded of the words John Parker said to his men at Lexington on April 19, 1775. “Stand your ground and don’t fire unless fired upon, but if they mean to have a war…” His thoughts are finished by the Thing who adds, “If they mean to have a war let it begin here!”


I am the Watcher and this is not the world you know. Rather, it is one of the countless alternate realities that I am responsible for monitoring. One I have gazed into recently and now observe again. For history has taken a dramatic divergence in this reality – a divergence that will shake the world to it’s very foundations.

As the battle between Magneto’s mutant army and the opposing super-heroes begins, it is brutal and merciless. No quarter is asked and none is given. Both sides in the war know the price of failure all too well. On the mutant side, the future of its race. On the other side - the fate of a nation. As Ms. Marvel and Sunder duke it out, Ms. Marvel asks how he can do it, how can he betray his country this way. Sunder replies that they have hurt his people and for that, he will hurt them. Near there, Strong Guy is battling it out against Thor. During the battle, Strong Guy remarks that Thor has made all of the strong guys look good and that he is somewhat of a role model for him. He then apologizes and adds that if Magneto says that he has to take him down, that’s what he’s going to do.

Elsewhere, Dazzler informs the Invisible Woman that the funny thing about invisible force fields is that even focused light like hers can pass right through it. With that, her powers take out the Invisible Woman. Mr. Fantastic sees that and responds by wrapping his body around Dazzlers. As he does so, he tells her that her photonic powers are ideal against his wife and dares her to try them against the leader of the Fantastic Four. Dazzler is unable to do so as she is having difficulty breathing. In another location, Daredevil informs Avalanche, whom he is fighting, that if they took this to the courts he would be fighting on his side. Mutants are entitled to the full protection of the law, but terrorism. It is never the answer.

As the battle rages on, Captain America comes to the realization that there has been no sign of Magneto for ten minutes and begins to wonder where he is. He doesn’t have to wait long, as he is informed by Magneto to look above him. As his legions engaged him in a holding action, he has penetrated the Capitol’s bomb shelters and taken the politicians prisoner. He then asks Captain America if he yields or if the nation’s leaders die. From inside the magnetic field, the vice-president yells down to Captain America to not give up for they are expendable and that he should do whatever he has to to stop this monster.

Down below, the Human Torch wants to go and attack, for there’s no way the magnetic field can stop his nova blast. The Thing as well wants up there, so he can tear Magneto limb from limb. Mr. Fantastic orders them both to stand down. It’s too risky. Captain America concurs and apologizes to the vice-president. Magneto has won…for now.


How did this desperate situation come to pass? Why are mutant heroes like Sunspot and Dazzler fighting on the side of Magneto? The answers to these questions lie in this reality’s recent past and a fateful rift between Professor Charles Xavier and the man named Cable. Cable blamed Xavier’s hysterical devotion to appeasement in dooming the mutants and that it was time for them to take a stand for themselves. In response, Xavier called Cable as great a menace as Magneto ever was for every time he takes action he sets the mutant cause back decades. At that exact moment, Xavier ordered his X-Men to take down Cable by force if he would not surrender. Ultimately, Cable and his New Mutants were able to escape. Once they did, Cable retaliated the only way he knew how. Violently and permanently, killing Xavier, Cyclops, and Jean Grey. The repercussions of his actions tore the X-Men apart. One factor, led by Storm, remained true to Xavier’s ideals of peace and justice. The other, Wolverine’s group, was out for revenge.

Eventually, Wolverine’s group found the bloody retribution they sought with the death of Cable but it came at a great cost. Unchecked, the evil mutants of the world ran riot. Fanning the flames of anti-mutant hatred across the nation and uniting to shatter what remained of the X-Men. However, the violence didn’t stop there. A long dormant tension had erupted into open warfare. Scenes like Cannonball and Wolfsbane running from an angry mob and Kitty Pryde protecting Rachel Summers from a different mob. Nothing, it seemed would save Earth’s mutants from this unleashed fury. Until…Magneto arrived and offered the Mutant Liberation Front an offer to join him in his group or to suffer like their leader Stryfe had suffered – with his life. Magneto provided the mutants with a rallying point, with a leader strong enough and bold enough to give them hope. Faced with a hostile world, mutants, hero and villain alike joined him. All of them had their reasons. Rictor joined because of Cable’s death. Mesmero – to save his own life. Blob joined even though he didn’t think it was fair, all he ever wanted was cash. Dazzler, Sunspot, and Strong Guy all joined because there was no other choice.

Of the mutants who remained on their own, Storm’s group had dwindled in numbers through death and desertion. All those that remain are Colossus and Storm.

In an abandoned building Colossus and Storm kneel before the dead body of Forge. Colossus informs Storm that Polaris and Siryn are missing as well and either they have fled or they have gone to join Magneto. Storm asks rhetorically who can blame them. She asks so much and all she is offering in return is death. All she wanted to do was to stop the killing but it’s too late now. Too late she fears for all of them.

As for Wolverine’s group…

Wolverine, Psylocke, Havok, Ice Man, and Archangel are tangling with Mr. Sinister and his Nasty Boys – Gorgeous George, Hairbags, Ruckus, and Slab. Wolverine is in a blood lust and informs his group that nobody walks away and that everybody goes down – permanently! With that, he kills Mr. Sinister.

Once Sinister is dead, he calls out wildly who’s next – who’s ready to die! At that point, Psylocke indicates to him that they’re already dead and proceeds to ask when it’s all going to end. Wolverine informs her that it will never end and that slime like this killed the Professor, Jean and Jubilee. Because of that, they won’t stop taking it to them until they’re in the flaming morgue.

Upon hearing this, Psylocke walks away. As she does, she indicates that when this started it was a one-shot deal – getting Cable for what he did. Now it’s a suicide mission. She indicates to Wolverine that she is done and is going to go find Storm. As she leaves, Wolverine lets out a guttural howl and those that remain with him wonder. They know in the past his bloodlust has overwhelmed him before, but is he so far gone now that he’ll never find his way out?

Over in Washington, Magneto dictates the terms of the surrender and has allowed no argument. He is master there and will not tolerate any disobedience. As the parade of politicians file out of the White House, Magneto declares that he will be making it his headquarters, as a symbol to all that anti-mutant racism will be crushed whenever it is found. At that very moment, the president turns around and informs Magneto that he may have taken the country, but he won’t be keeping it. He adds that this act of aggression will not stand. Magneto responds that he acts in self-preservation and that he is doing only what he is forced to do. As the president pulls a remote out of his pocket, he quietly replies that he does the exact same thing.

At the touch of that button, across the nation from thousands of hidden launch silos, the Sentinels come! They were prepared in secret during the past months of violence and unrest and they have but one purpose – to seek out the mutant threat to America’s security wherever it may lie – and to eliminate it!

Sentinels, however, are programmed to take a broad view of what constitutes a potential mutant threat. First on the list is Zaladane and her Savage Land Mutates – considered mutant criminals. Once done, then all mutants everywhere. Case in point, Franklin Richards and the Fantastic Four. Try as they might, the Fantastic Four is unsuccessful in protecting him, or themselves. Soon, all those sympathetic to mutants are taken out as well. Those like the New Warriors who are harboring Firestar. For a time, it seems the Sentinels are everywhere. Inevitably, they make their way to Wolverine’s group of mutants.

One of the Sentinels connects with a direct shot on Archangel. It informs him that their imperatives would be satisfied by their capture and it is not necessary for them to cause their own termination. With his last words, Archangel replies that the Sentinel wouldn’t understand it even if he explained it. It’s never been free, never been alive… With that, the Sentinel decrees that Archangel and Havok have been terminated. Upon hearing that, Wolverine demands that the Sentinel stop ticking off names like they were nothing but cuts of meat, they’re people.

Just then, Iceman is neutralized by another Sentinel who will secure him for transportation. Wolverine realizes that this whole thing isn’t a fight; it’s a shooting gallery. With that, he leaps into a manhole and escapes the oncoming onslaught. One of the other Sentinels notices this and indicates to the others that a mutant is escaping. Wolverine admits that he is but not to worry – he’ll be coming back.

Some mutants however are able to mount an effective defense. One of them for instance is Magneto.

At the White House, a number of Sentinels approach in an attempt to neutralize the mutant designated as Magneto. As they approach, Magneto indicates that the robots are pathetic and mindless, for they are made of metal. How can they hope to stand against Magneto – the master of all magnetism?!? With that, Magneto uses his powers to destroy the oncoming Sentinels, save for one. Quickly, Magneto realizes that it is composed of non-ferrous materials. Because of that, he controls a steel beam to drive through the Sentinel, destroying it.

The Sentinels successes are far greater than their failures and it’s only a matter of months before virtually all of North America is under their control. In the process, they eliminate the likes of Spider Man, Daredevil, the Hulk, Iron Man, Captain America, Thor, Alpha Flight, and Doctor Doom. One of the first things the Sentinels declare is martial law amongst the humans. After that, they scan and classify all those mutants under their power, separating the genetically pure from the mutants and from those with the capacity to breed mutants. Even as this goes on, the search for rogue mutants continues.

As the Sentinels pass above, Storm and Psylocke hide underneath a pile of rubble. Psylocke indicates to Storm that, even though they are flying ahead, she can still shield them from their scans. Storm adds that Colossus sacrificed himself so that they could escape but, if all they do is hide like frightened rats, it’s only a matter of time before they fall as well. She then asks Psylocke if she realizes what is happening. Psylocke replies that, even though she doesn’t have the direct experience that Storm has, she thinks she does. Storm continues that it is the nightmare future – the doomsday scenario they’ve encountered several times before and it’s playing itself out in the world today. Against this threat, their lives mean nothing. For the sake of all life, whether it be human or mutant, the Sentinels must be stopped.

Elsewhere, Wolverine fights off a bunch of human thugs who are beating up on Sebastian Shaw. Lying beaten and close to death, Shaw finds it ironic that one of his greatest enemies is saving him. Upon hearing that, Wolverine informs him that there was no love loss back when he was in charge of the Hellfire Club and there certainly isn’t any now. He’s only there because Shaw has something that he needs. Shaw weakly replies that he was expecting someone like him. Wolverine responds that Shaw is a smart man, smart enough to know that he’s dying and that those anti-mutant bigots killed him. He implores Shaw, for once in his life, to do something not because it will bring him power or money but because it’s right. With some of his last words, Shaw agrees.

Days later and a thousand miles to the east, Forearm and Avalanche are standing sentry at the White House. As Forearm chugs on his beer, he mentions to Avalanche that this is the life. The Sentinels took care of the cops and Maggie takes care of the Sentinels. Even on guard duty, they have it soft. Avalanche replies that he doesn’t know about that and that his time with Mystique taught him that nothing is ever as easy as it looks. He also adds that if he were him, he would take care that Magneto does not hear him calling him Maggie.

Behind them, Storm and Psylocke sneak into an unlocked window, only to be met by Magneto and all of his followers. Upon their arrival, Magneto welcomes them to his place. As Psylocke wonders how they were detected, Magneto informs her that he is not without resources and telepaths as well. He then asks them if they are here join them – or are they there for another reason? Storm informs Magneto that he needs to make peace and get them to deactivate the Sentinels. She adds that he doesn’t know the horror that is coming, but she does. Magneto retorts by asking if her reversion to a child’s form has affected her mind for he will do no such thing.

Before Storm can respond, an alarm goes off. Magneto then leaves to go take care of the Sentinels and invites Storm and Psylocke to join him. He is going to show them what he thinks of this threat they fear about so much. At that moment, a fleet of Sentinels approach the White House. Magneto indicates to them that he gets five or six attacks a day like this. All of them utterly mindless, predictable. They pose no threat to him, no threat at all. With that and a few hand movements, he destroys all of the Sentinels save for one.

As he goes to destroy the last Sentinel, Psylocke rushes in to inform him to let this one go. Magneto ignores her pleas and proceeds to destroy the Sentinel. Psylocke indicates that Magneto doesn’t understand. She mentally scanned that one and it’s got a nuclear warhead inside. With that, Magneto, all of his followers, and the Washington, DC metropolitan area go up in smoke.

With that blast Magneto’s brief reign ends. Millions of human lives were sacrificed by the Sentinels in order to destroy a single obstacle. With Magneto out of the way, nothing remains to hold the Sentinels back. They swiftly move to invade South America, Australia, and Europe. Within a year, no part of the world is free of their rule. All resistance has been crushed. The ranks of the dead, both human and mutant have become legion. The only mutants left living are slaves, prisoners, or worse… or are they???

At a mutant internment center, an unidentified individual is able to sneak past the Sentinel guards and leaps over the fence. As he does, the results of the Sentinels hourly security sweep reports are made. The security sweep turns up negative. Sensors report no unauthorized activity. Inside the compound, the unidentified individual makes it first to Iceman’s cell and removes his inhibitor collar. From there, he releases La Bandera, Sunder, Siryn and Amphibius from their cells. Each of the escapees are able to make their way past the Sentinels undetected and make it over to an abandoned building.

Once there, each of them asks the man who freed them, Wolverine, what is going on. Wolverine informs them that the Sentinels were built by Shaw Industries as part of Project: Wideawake. Sebastian Shaw, the leader of the Hellfire Club is a mutant himself. Because of that, Wolverine figured that Shaw must have built a fail-safe – some sort of cloaking device that would keep him and his cronies safe from the Sentinels. He did, and Wolverine holds up an electronic remote.

As he then hands all of the escapees new uniforms for them to change into, Siryn asks him what he has in mind. Wolverine replies that he is thinking of a rebirth of sorts. It took way too much death and misery but it finally got into his thick skull that Xavier was right. He was always the lone wolf – playing out his own hand and leaving it to others like Xavier and Cyclops to hold it together. Xavier had a dream of peace and freedom for everyone and he devoted his life to making it come true. Trouble is, he’s gone now and things have never looked worse – for mutants or humans. However, there’s still hope – as long as someone’s willing to fight for that dream.

He then turns to his motley crew and informs them that he’s not saying that he can turn over a new leaf and be the leader that Xavier was – just by wanting to, but that he’s willing to try. There’s a big job to do – the job that Xavier left unfinished when he died. He then asks if they want to tackle it with him. The response he gets, is yes – the X-Men live again!! This group consists of Wolverine, Iceman, La Bandera, Sunder, Siryn, and Amphibius.

These new X-Men face impossible odds – a battle to free a world enslaved. But their very existence, in light of what this world has been through, is a bold testimony to the power of one man’s dream – and to the unquenchable determination to be free. I know this to be true – for I am the Watcher.

Characters Involved: 

The Watcher

Archangel, Colossus, Dazzler, Havok, Iceman, Psylocke, Storm, Wolverine (all X-Men)

Boom-Boom, Rictor, Sunspot (all New Mutants)

Forearm, Kamikaze, Reaper, Wildside, Zero (all Mutant Liberation Front)

Avalanche, Blob (all Freedom Force)



Strong Guy


Captain America, Hawkeye, Iron Man, Quasar, Rage, Sersi, Thor, U.S. Agent, Wonder Man (all Avengers)

Franklin Richards, Human Torch, Invisible Woman, Mr. Fantastic, Ms. Marvel, Thing (all Fantastic Four)



Mr. Sinister (leader of the Nasty Boys)

Gorgeous George, Hairbags, Ruckus, Slab (all Nasty Boys)


Zaladane (leader of the Savage Land Mutates)

Amphibius, Barbarus, Brainchild (all Savage Land Mutates)

Firestar, Namorita, Night Thrasher, Nova (all New Warriors)

Black Tom Cassidy


La Bandera


Sebastian Shaw (leader of the Hellfire Club)

Various leaders of the United States (president, vice-president, senators)

Various civilians & soldiers (all unnamed)

In Images:

Captain America, Daredevil, Dr. Doom, Franklin Richards, Ghost Rider, Hawkeye, Hulk, Iron Man, Mr. Fantastic, Puck, Quasar, Scarlet Witch, Spider Man, Thing, Thor, Vindicator, Vision, other unidentified Marvel characters

In Flashbacks:

Archangel, Beast, Colossus, Forge, Havok, Jubilee, Kitty Pryde, Psylocke, Storm, Wolverine (all X-Men)

Cable (leader of the New Mutants)

Boom-Boom, Cannonball, Wolfsbane (all New Mutants)

Captain Britain, Rachel Summers (all Excalibur)


Forearm, Kamikaze, Reaper, Strobe, Thumbelina, Wildside (all Mutant Liberation Front)

Story Notes: 

The items in italics above are the observations of the Watcher.

The nightmare future/doomsday scenario that Storm refers to is commonly known as “Days of Future Past” seen in Uncanny X-Men #141-142.

Storm was reduced to the body of a child by the villain known as the Nanny in Uncanny X-Men #248.

La Bandera is a rarely used character. Her appearances are in Wolverine (2nd series) #17-23.

Project: Wideawake is a covert, illegal commission to deal with the problems posed by the increasing numbers of mutants in America. The commission was headed by the National Security Advisor, Judge Petrie, and includes Frank Lowell of the C.I.A., Raven Darkholme (Mystique) of the Defense Department, Dr. Valerie Cooper, Special Assistant to the National Security Advisor, plus many other currently unknown members of the U.S. intelligence community. Henry Peter Gyrich, a top agent for the National Security Council, was chosen to be the head of operations.

Sebastian Shaw, as head of Shaw Industries, a major U.S. defense contractor, provided the Department of Defense with new versions of the mutant-hunting Sentinels.

Issue Information: 
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