Wolverine (2nd series) #142

Issue Date: 
September 1999
Story Title: 

Erik Larsen and Eric Stephenson (story), Leinil Francis Yu (penciler), Dexter Vines and Scott Koblish (inkers), Glynis Oliver (colors), RS / Comicraft (letters), Mark Powers (editor), Bob Harras (editor-in-chief)

Brief Description: 

Wolverine has teamed up with Heather Hudson and Alpha Flight - Sasquatch, Northstar, Aurora, Shaman and Puck - to rescue Guardian and his duplicate, now known as Vindicator - from the clutches of the A.I.M. Logan and his former teammates do copious amounts of damage to the A.I.M.’s base in Canada, which the heroes find strange that Department H didn’t know existed, unaware that Modok is keeping a very close eye on them. Heather reveals to Wolverine why she is no longer active as Vindicator, before informing him that Radius, Manbot, Murmur, Flex and Ghost Girl became the new Beta Flight, with Mac’s clone as their leader. The two good friends discuss why things didn’t work out between Heather and Puck on their date, before Wolverine gets separated from Alpha Flight, who are all then knocked unconscious by some gas, and captured by the A.I.M. Wolverine makes his way through the complex, doing as much damage as he can, before he comes to a lab where Guardian and Vindicator are being held, and. Wolverine kills everyone in the lab, before setting about trying to wake Mac up. Modok oversees his servants as they chain up Heather and Alpha Flight, before learning that Wolverine has made it to the lower levels and has found Guardian. Modok is furious, before revealing his secret weapon that Wolverine will have no chance against - Garrison Kane a.k.a. Weapon X!

Full Summary: 

‘Hit em hard and fast, people…we’ve got us a job to do!’ exclaims Wolverine as he leads his former teammates, Heather Hudson, Sasquatch, Northstar, Aurora, Shaman and Puck - collectively known as Alpha Flight up against a troop of Advanced Idea Mechanics soldiers. ‘Let’s show them how Canada’s finest get things done!’ the rugged X-Man adds, before Dr. Walter Langkowski in his Sasquatch form asks Wolverine how he wants to divvy them up, as it looks like this place is pretty well infested with A.I.M. bozos.

Leaping into action and slicing away at the soldiers with his claws, Logan replies that it’s time they did some exterminating, and tells Sasquatch not to be shy. ‘Remember what we came here for…and what these insects have done!’ As Sasquatch begins playing his part, he remarks that Wolverine is even more bloodthirsty than he remembers. ‘I’m with you, short stuff…these goons are barely slowing me down!’ Suddenly, Heather no longer in her geothermal Vindicator battle suit, but in a black spandex one-piece, calls to Logan and Walter, telling them to look out.

‘Thanks for the warning, Heather!’ Logan calls back as he narrowly dodges a blast from a giant robot being controlled by one of the soldiers via a remote. Logan mutters that it was only a matter of time before one of these reared its ugly cone-shaped head, after all, A.I.M.’s stock in trade is manufacturing cybernetic war machines like this one. Suddenly, the war machine lets out another blast, and it hits Sasquatch square in the stomach. Logan goes over to Sasquatch and asks him if he is all right, to which Walt replies that he will live, but that the blast didn’t tickle, and he doesn’t want to find out how many more of those blasts he can take.

‘Then let us see to it that you don’t have to!’ exclaims Jean-Paul Beaubier a.k.a. Northstar as he and his sister Jeanne-Marie a.k.a. Aurora hover above everyone. Heather informs the mutant speedster twins that there has to be an A.I.M. agent controlling that robot, and Aurora replies that they can see him, and can easily arrange that he sees very little else! ‘Avert your eyes, mes amis!’ Suddenly, there is a blinding flash of light as the twins clasp hands. ‘Crikey! Been a long time since I’ve seen them pull that stunt!’ Wolverine exclaims.

The agent with the controller to the robot exclaims that he cannot see, when Eugene Milton Judd a.k.a. Puck jumps up at him and kicks him in the face, ‘Yeah, so then you won’t be needing that any more, eh?’ he remarks, as the controller is knocked over towards Wolverine, who congratulates Judd and asks Heather if she wants to do the honors. Heather thanks her dear friend as she remarks that it will be interesting to see how the grunts hold up against one of their own tinker toys, and with that, she reprograms the machine to attack the A.I.M. soldiers.

Dr. Michael “Shaman” Twoyoungmen calls to Heather and Wolverine and remarks that they have done significant damage here, and points out that the way inside is now clear. Sasquatch tells everyone to follow Shaman, while he covers them. Wolverine thanks Walt and tells him to make sure he finds them inside.

Looking around the sprawling complex, Wolverine remarks that the A.I.M. have got themselves some rather fancy digs here, so it makes him wonder where everybody is hiding themselves, as the place looks large enough to house an entire army, yet they have run short on resistance. ‘Not a good sign, if you ask me!’ Logan tells Heather that her ex-husband has sure mastered the fine art of putting his foot in it, for if he isn’t being blown apart and written off dead for the umpteenth time, he is busy getting captured by a band of high-tech arms traders. Logan jokes that he always had Mac pegged as a smart guy and wonders how he never wised up to the fact that he should find another line of work.

Heather tells Logan that he is one to talk, ‘Between you and your friends in the X-Men, I think you’ve just about beat everybody in the “Most Times back from the Grave” competition’. Logan looks at a computer screen and tells Alpha Flight to stay alert, for this has been too easy, and while his hyper-senses aren’t picking up anything, he cannot shake the feeling that they are walking right into something - that they are being watched.

‘Well, this just got interesting!’ exclaims the grotesque Modok from his control room, where he watches Wolverine leading Alpha Flight. ‘You don’t miss a beat, do you, Modok?’ remarks someone standing in the shadows, before remarking that it figures, as Wolverine and Hudson were close friends at one point back when they were both involved in the Weapon X program. Not long ago, Modok was an ordinary man, but against his will, George Tarleton, as he was known then, was made the subject of an experiment in controlled mutation. However, the procedure went far beyond the expectations of A.I.M. geneticists, and instead of creating the ultimate living weapon, they had engineered, quite literally, a monster.

Enraged by the deformity of his body and infused with vast mental power, Tarleton became Modok and subjected those who thought to control him. The world has been paying for the A.I.M.’s mistake ever since. A scientist standing near Modok remarks that regardless of who Wolverine is, he doesn’t like it and asks exactly how far they are willing to let Alpha Flight infiltrate their installation. ‘Silence fool, lest I be forced to silence you myself!’ exclaims Modok, before explaining that he is toying with Canada’s premiere super heroes, just as he toyed with their leader before them.

Modok turns to the man in the shadows and asks him what he thinks, after all, he has encountered Wolverine before, how great a threat does he pose to them, if any? The mysterious figure tells Modok that he has “toyed” with their guests long enough, and remarks that he was prepared to deal with Alpha Flight, but Wolverine? He is a wild card, unpredictable - he throws everything off balance. The scientist turns to Modok and tells him that if this project is going to succeed, Wolverine and Alpha Flight need to be dealt with immediately - and decisively. Modok grins - ‘Very well, then…it needn’t be pretty. Now they die!’

Elsewhere in the complex, Wolverine remarks that there is still no sign of life, so for now he will accept that as a good thing, before turning to Heather and asking her how she is holding up. Heather replies that she is okay, before remarking that this is exactly the kind of mission that led her to resign from Alpha Flight in the first place - and she would take her current position has team liaison to Department H over this “battlefield intrigue” any day. Wolverine remarks that it looks like both the Department and Alpha Flight have been through their share of changes since he last saw them, and tells Heather that the team she brought south of the border a while ago, that wasn’t Alpha Flight - not to him anyway.

(Shown with Flashback images)

Heather tells Wolverine that the team he is talking about - Radius, Manbot, Murmur and Flex - were all good people, but in the eyes of the Department, they were not up to the task of being part of Canada’s “A” team, and once the original team had reformed, it was determined to be best for everyone involved, if the newer recruits were shuffled into a new team - Beta Flight - led my Mac’s synthetic duplicate. But it wasn’t an idea that went over especially well with everyone involved - particularly Radius.

But after an wave of initial resistance, Beta Flight really began to blossom as an entity unto itself. Mac seemed particularly happy to have both Alpha Flight and the “B” team up and running again, and it was almost like all those years since his disappearance never happened.


Wolverine tells Heather that it would be great if that really were the case, but they both know it isn’t, for too much has happened. ‘And all in a flash of time. Where did the years go, Logan?’ Heather remarks. Closing her eyes, Heather reminds Logan that he, Mac and her were practically inseparable at one point - what happened? Logan replies that life happened - he up and joined the X-Men, and her relationship with Mac fell apart on account of him dying and coming back from the grave once too often. Wolverine tells Heather that she looks good for a woman who has been through as much as she has, and points out that most would buckle under those circumstances, but she has managed to hold it together. ‘Speaking of which, how are things with you and Puck?’

Heather glances over at the diminutive Alphan and informs Wolverine that things haven’t really worked out - she supposes that the timing wasn’t right, but points out that they are friends and there doesn’t seem to be any tension between them. Logan tells Heather that it is good to hear that they are still friends, before remarking that he hates to change the subject, but they need to get moving, because if his hyper-senses serve him right, then all the good stuff is up ahead.

Suddenly, a giant metal wall slams down, separating Logan from Alpha Flight. Heather slams on the wall and calls out to her dear friend, and is joined by Sasquatch. But even Langkowski’s superior strength cannot break the walls down, and soon, they also find themselves separated, as a wall slams down separating the two of them from their teammates. Sasquatch exclaims that they are idiots and should have been prepared for this, but they practically walked right into it.

Heather asks Walter if he can hear what she does, and points out that it sounds like more walls slamming down. Walt remarks that it is a good move on the A.I.M.’s part, as they will be able to deal with Alpha Flight more effectively in smaller units, so Alpha Flight won’t be able to organize a untied front. Suddenly, gas begins to pour into the chamber. Walt tells Heather to hold her breath, but in moments, the two heroes have fallen. Outside the walls, one of the A.I.M declares ‘That’s the lot of them down…bring the partitions up!’

The six Alphans lie unconscious on the ground as the soldiers move in. From his control room, Modok remarks that it wasn’t so difficult, to which his associate supposes not, before asking where Wolverine is. ‘Why isn’t he with the others?’ he asks one of the soldiers via his communicator. The soldier looks at his comrades heaving Sasquatch onto a crane, before replying that Wolverine is gone.

Indeed, Wolverine has gone, and is making his way through the A.I.M.’s complex. Entering a lab, he declares that it is time to find out exactly what the A.I.M is up to, and he believes that lack of activity in these upper levels would be in response to his and Alpha Flight’s presence here, but nevertheless, the fact that the A.I.M. has got an operation as big as this right in the middle of Canada has him worried - how could Department H have missed this place? Beginning to type into a computer, Logan mutters that it’s not like this place was thrown together over night, and hopes that he should be able to fish out some info on their computer network.

Logan uncovers some information, though it is not what he is looking for, it is interesting nonetheless. He thinks that clearly, this isn’t the most orthodox of A.I.M. operations, when suddenly, he finds the information he is after. Turning to the scientist that have entered the room, Logan exclaims ‘Let’s see what’s behind door number two!’ ‘It’s Wolverine, what’s he doing here?’ asks one of the scientists, dumbfounded. ‘Grab him!’ another exclaims. ‘Grab yourselves!’ Logan declares as he bashes two of them together, shattering their masks. One of the scientists begins to shoot at Wolverine, who tells him that if it is all the same to him, he would rather skip the routine and cut to the chase, ‘Which is doing what I came here to do!’

Logan races off into another lab, followed swiftly by the scientists. Logan “kindly” informs the A.I.M. personnel that he is here to rescue one of his best friends from their slimy clutches, and tells them that they have two choices. Motioning to the tables to where James MacDonald Hudson a.k.a. Guardian and his synthetic dupe, the new Vindicator, are lying, he tells the A.I.M. to step away from the tables and get out of his way, or get carved into spare parts for someone else’s experiments. ‘Either way, stop what you’re doing to those men!’

One of the ignorant scientists standing by Guardian asks what is happening here, and ‘Who is this creature and how did he manage to gain access to this level?’ Wolverine does what he does best and gets as many of the A.I.M operatives injured or worse as he exclaims ‘You’ve got Guardian and his synthoid duplicate all stretched out on a table, bub - that’s not put me in a very good mood!’ With that, Logan claws the ignorant scientist, and grabbing some equipment, he uses it to deflect the gunshots from another operative, who ends up killing four of his comrades.

Wolverine looks at the remaining operative and asks him if he likes his odds. The man doesn’t reply, to which Logan mutters that he didn’t think so, and takes the soldiers gun, before ordering him to seal this place off. Blood streaming from his nose behind his broken mask, the man replies ‘But I can’t…I mean you can’t - you can’t get away with this - you’re just one man - they’ll get you!’ An angry Logan grabs the man by the collar of his suit and exclaims ‘I’ll worry about my hide, you worry about yours’ before asking him if he wants to get out of here with all his parts in working order. The wide-eyed and gape-jawed man doesn’t answer, so Wolverine yells at him, telling him to seal off the room.

Wolverine smiles at him and tells him that he knew he could do it. ‘I owe ya one, bub’ he says, before hitting the man on the head and knocking him out. ‘Now we’re even!’ Logan looks at Mac, strapped to the table wearing nothing but his jocks, Logan begins taking the wires off his friend, ‘Mama Canada’s answer to Captain America - the big, bad Guardian!’ Logan wonders what it was that Mac was doing here, before supposing that as soon as he and his synthoid double regain consciousness, they will be able to tell him.

‘Excellent - I had expected Alpha Flight to offer somewhat more resistance - but this works very well!’ exclaims Modok as he enters the room where various A.I.M. personnel are strapping Alpha Flight and Heather up to various restraining devices. Modok exclaims that he will do a telepathic probe on each of them, for perhaps one or more of them will be useful to the A.I.M.’s project in ways that Guardian and his synthoid are not.

Suddenly, one of the soldiers informs Modok that Wolverine has somehow gained access to the lower levels. ‘WHAT?!’ exclaims a furious Modok. The soldier reveals that Wolverine has found Guardian and Vindicator, and has sealed off the chamber. He claims that they are doing everything they can, but reminds Modok that the steel partitions were designed to be impregnable, so it may take some time. Modok declares that time is one thing they do not have, and orders all efforts to smash through the walls be ceased.

‘But, sir, I don’t think that -’ begins the soldier, until Modok declares ‘Silence, fool! If I wanted your opinion, I’d tear it from your mind!’ Modok then exclaims that it is time they exercised another option, and remarks that his friend is a product of the same program that yielded such spectacular results in the mutant Wolverine, only he is younger, faster and tougher than Wolverine. Modok grins as he remarks that it is time his friend stepped out of the shadows and took care of this irritant once and for all. ‘Wolverine has met his match…he doesn’t have a prayer!’

Suddenly, a man steps out of the shadows and exclaims ‘You want Wolverine out of the picture? Ask for Weapon X! Kane is your man…and Wolverine’s life is as good as over!’

Characters Involved: 

Wolverine / Skrullverine

Aurora, Guardian, Northstar, Puck, Sasquatch, Shaman (all Alpha Flight)

Heather McNeil Hudson

Vindicator III

Kane / Weapon X II


A.I.M. soldiers and scientists

In Flashback:

Flex II, Ghost Girl II, Manbot, Murmur III, Radius, Vindicator III / Guardian IV (all Beta Flight)

Gentry (mistakenly drawn as General Clarke)

Story Notes: 

Alpha Flight last appeared in Alpha Flight (2nd series) #20, the final issue of their second ongoing series.

Northstar and Aurora’s ability to clasp and create a blinding light was cancelled out way back in Alpha Flight (1st series) #17, when Sasquatch altered Aurora’s genetic structure so that she would differ from her brother, it also made her no longer be registered as a mutant. The change in her structure however made it so that when they touched they would cancel out each others powers. After many other troubles with their powers, they appeared to return to their normal abilities in Alpha Flight (1st series) #86, though Aurora also gained new abilities also.

Heather’s ex-husband James MacDonald Hudson a.k.a. Guardian and sometimes Vindicator, first died in Alpha Flight (1st series) #12, and it was all downhill from there. However, Wolverine should know that Guardian never wanted to be an active member of Alpha Flight, as he was more interested in the behind-the-scenes work and his scientific research. But when Wolverine quit the team [Giant-Sized X-Men #1 et al] and Sean Bernard resigned from wearing the early developmental stages of the electromagnetic suit [Alpha Flight Special: First Flight] Mac was forced to led the team.

Modok first appeared in Tales of Suspense #93-94, and was killed in Captain America #313 / Iron Man #205, he was resurrected in Captain America #440.

Heather became liaison between Alpha Flight and Department H off-panel prior to this issue.

Alpha Flight and (the real) Wolverine last met in Alpha Flight (2nd series) #9 / Uncanny X-Men #355.

In the flashback images, General Clarke is drawn, however, he was killed in Alpha Flight (2nd series) #12, so it is most likely to be Gentry.

Five people are seen at a meeting with Gentry but it is hard to make out who they are. Radius, Murmur and Flex are obvious, and the other male is wearing the Guardian costume, so it is probably the young Mac (now Vindicator III). The last female, though not named or mentioned, is presumably Ghost Girl.

Manbot was seemingly blown up in Alpha Flight (2nd series) #20, but he is seen rebuilt in one of the flashback panels.

The fate of Ouija and Flinch from Alpha Flight (2nd series) #14 remains unknown as they are not mentioned or shown. Presumably, they are leading lives as civilians - though they both appeared to need some sort of therapy.

Vindicator III (the clone) is killed in Wolverine (2nd series) #143 and Radius leaves Beta Flight for X-Corps, was believed to have died in Uncanny X-Men #405, however in New Avengers #18, he was identified as alive and as one of the many mutants who have lost their powers. It would appear that Beta Flight is no longer active, as in Alpha Flight (3rd series): The All-New, All-Different Alpha Flight, Sasquatch assembled a new team to help find the missing Alphans of which none of the four remaining Betans were part of. It would be safe to assume that Manbot has been deactivated and Flex, Ghost Girl and Murmur are leading civilian lives. Along with Radius it has been confirmed in New Avengers #18 that Murmur has also lost her powers. The status of Flex and Ghost Girl is unclear.

After years of pining after Heather while she was with either Mac or Madison Jeffries, Judd finally got the chance to go on a date with Heather. The date took place off-panel after Alpha Flight (2nd series) #20. Even though things didn’t work out, Judd still obviously cares for Heather as seen by his actions in X-Men Unlimited (1st series) #45.

Garrison Kane a.k.a. Weapon X last appeared in Cable (2nd series) #37-39.

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