X-Factor (1st series) #34

Issue Date: 
November 1988
Story Title: 

Louise Simonson (writer), Walter Simonson (penciler), Bob Wiacek (inker), Joe Rosen (letterer), Petra Scotese (colorist), Daryl Edelmann (assistant editor), Bob Harras (editor), Tom DeFalco (editor-in-chief)

Brief Description: 

Death tears apart the Right’s headquarters in search for his beloved and long-missing Candy Southern, while his hated foe Cameron Hodge watches the former Angel’s plight, along with his new allies, demons, who soon go to attack Angel, while Candy lies unmoving on a table. N’astirh the demon-lord visits Hodge, the two new allies, and discuss their agenda’s, N’astirh believes Hodge lied to him as all the infants he has been seeking are missing before N’astirh’s demons reach them. Hodge claims that he isn’t lying, but N’astirh doesn’t believe him. Hodge gives N’astirh a history lesson of Angel’s transformation to Death, while Death goes about killing the demons who attack him. N’astirh decides to call back his servants, and announces that he is going to check the orphanage which Hodge suggested he check. Angel is without opposition now, and locates Hodge in the chamber where Candy is being kept. The two battle it out with much anger, eventually one of Death’s metal feathers gets stuck in Hodge’s rocket launcher and it explodes - but before Angel can get to Candy, Hodge continues to attack him, spouting off about how Candy went beneath herself by being with a mutant, he then tears out the cords which are keeping Candy alive, even though the Right has been experimenting on her. Angel holds his dead girlfriend, vowing to destroy everything that Hodge has worked for, when he is confronted by countless grinning Right soldiers. Meanwhile, Nanny and Orphan Maker arrive in Hong Kong after intercepting a list that Hodge gave to N’astirh, listing mutant infants on it, Orphan Maker goes and creates another orphan by murdering the infants squabbling parents. Nanny also remarks that she will do everything she can to prevent the Right from getting the mutant infants. Finally, Jean Grey discovers Cyclops preparing to return to the orphanage where he was raised, believing Destiny’s clues may have been pointing there as the location of his missing son. When question why he didn’t ask her to accompany him, Cyclops tells Jean that it is because he thought due to the whole Madelyne thing, she wouldn’t want to, but Jean assures him that is not the case, and they kiss.

Full Summary: 

Mutants - born with an x-factor in their genetic structures that gives them extraordinary powers. Here, many stories beneath a Chicago skyscraper, a special organization known as the Right plots mutants’ destruction. Now, one of those marked for destruction has become the destroyer…. ‘Where is Candy Southern!?’ shouts the mutant known as Death, one of the Horsemen of Apocalypse as he soars about, tearing apart the grinning members of the Right in search of his estranged girlfriend. ‘Tell me where you have taken her…or pay the price!’ Death demands.

The sleek mutant remarks that the smile-face creatures who oppose him seem to be robots, although they speak as if they are human. ‘You scream as you die!’ he exclaims, before turning his body into a whirlwind as his spins around, slicing up the Right with his sharp metal wings, ‘And you will die…as long as you block me from my goal!’ he warns them, asking again where Candy Southern is.

Death is being watched on a monitor by a high ranking member of the Right, and several others, who remarks that Death’s lover is right here, many stories below where Death is now. The senior Right operative declares that Candy Southern is a human who loved below her station, sullying the purity of the human race by her…liaison with Death. The cloaked figure remarks that Candy Southern has been the subject of their experiments and has only been kept alive through the ingenuity of Right technology.

‘We have sacrificed her on the altar of human knowledge. She is redeemed!’ the cloaked being declares. ‘I have her now. And I will see her well and truly dead before I surrender her into your filthy mutant hands!’ he boasts. ‘Come find us! We are here! We are waiting!’. Suddenly, the group standing to the rear of the chamber, behind the table where poor Candy is spread out exclaim ‘Master sent us!’ ‘Said you his ally!’ ‘Said we should obey you!’ ‘Man on screen winged like us! Evil…like us!’ ‘Why you hate that man?’

The cloaked figure instantly snaps back ‘That is not a man! That is a mutant!’ as he turns to his newfound allies - a horde of demons! ‘What is…mutant?’ one of them asks innocently. The cloaked Right operative replies that mutants - or homo superior - are the genetically twisted children of human parents, born with a biological advantage over ordinary humans. ‘They emerge from childhood as a butterfly emerges from a cocoon…pulsing with strange and outre powers…able to shoot blasts from their eyes, or lift freight cars…or fly…as Warren Worthington, the mutant on the screen before you, can fly!’.

While Candy Southern lies strapped to the table, a device clamped to her head, the demons listen as the senior Right agent declares that mutants are no longer human, but humanity’s powerful enemies. ‘Ours is a Darwinian world…where the fittest prosper, and the weak are ground to dust’. he declares, pointing out that homo-superior, with their more-than-human potential will strive to displace homo-sapiens in their own world. ‘To leave us homo-sapiens…the wise men…as extinct as the dinosaurs!’.

‘The Right is dedicated to insuring that survival…while mutants will be eradicated, utterly and forever from the face of the Earth!’. The Right operative tells his demon allies that Warren Worthington is a mutant, ‘Go now…destroy him…or his kind will destroy us all!’ he exclaims, and shortly, the demons burst into the chamber where Death soars, ‘Demons!’ he exclaims, while thinking to himself that the Right traffic in mutant lives, and mutant blood is on their hands. However, he wonders if they are so evil that they are served by demons.

Meanwhile, on the other side of the world, specifically, the sky above Hong Kong. A small aircraft hovers, and inside, the strange being known only as Nanny addresses its “son” Orphan Maker, as Peter, and informs him that the computer is picking up a peculiar transmission. ‘It seems that the Right has talked to a demon lord…and is now transmitting to him a list of children…infants this time!’ Nanny announces. ‘Mutant infants, promised for sacrifice, slated for destruction!’ Nanny gasps, before exclaiming that one of these babies is quite near - a little girl. ‘Like Little Red Riding Hood, the bad wolf menaces her. She needs our help!’ Nanny declares.

Piloting the craft, Nanny asks Peter if he would like another playmate. ‘Yeah! I like babies, Nanny! They aren’t scared of me! Not like the parents!’ Orphan Maker exclaims, to which Nanny remarks is an added boys, before reminding Peter that the parents have good reason to fear. The vessel hovers over an alley, and a rope ladder drops down as Nanny tells the Orphan Maker to hurry, and reminds him to take his little gun.

Someone is lying in the alleyway, just near a window, where shouting can be heard in Chinese. ‘I don’t care if your mother was at Hiroshima when it was destroyed!’ a man tells his wife. ‘That excuse is over forty years old! She is a mean and spiteful old witch!’ Suddenly, the infant that Nanny detected begins to cry in the same room, ‘See what you’ve done with your shouting?’ the woman asks her husband, before calling out to her child. Suddenly, the cocking of a gun is heard, and it wakes the man sleeping in the alleyway. ‘Who are you?’ one of the parents asks. ‘It’s a gun!’ exclaims the other. ‘Run! Take the baby! I’ll protect -’ but it’s too late, as shots are fired.

The man sleeping in the alleyway makes a quick getaway, while Orphan Maker climbs the rope ladder back into the aircraft, ‘I have her Nanny! She’s real cute!’ he calls out. ‘Excellent!’ Nanny replies, exclaiming that they must hurry. ‘Demons…just imagine! How very odd…but very, very frightening!’ Nanny remarks, before exclaiming ‘I have captured their list of mutant infants. And we will save them all!’ Nanny boasts, before giving Peter a moral lesson: ‘Out of the greatest potential for tragedy sometimes grows the greatest good! For the systematic evil of those humans of the Right enables Nanny and her Orphan Maker to continue their good work!’.

Back in Chicago, in the sub-basement that houses the Right’s main labs, Candy Southern still lies motionless on the table, while the cloaked operative continues to watch Death on the monitor tearing through his men. ‘Warren, you had family…wealth…education…beauty. You were already homo superior!’ the Right operative exclaims, ‘What need had you of wings? And now?’.

Suddenly, a voice exclaims ‘Worshiped him? Loved him?’ the Right agent spins around quickly ‘Loathed them! And hated him!’. He sees that it is his demon ally, N’astirh, and adds that he hated Warren even before he grew those accursed wings and called himself the Angel. ‘Did you?’ N’astirh asks, remarking that he hoped he was dealing with a realist - and then addresses the Right operative as…Commander Hodge! And declares that he sees Hodge is not a realist.

N’astirh asks Hodge if it will be necessary for him to withdraw his support to elicit true co-operation, to which Hodge assures N’astirh that he has co-operation, that they both do. Hodge informs N’astirh that he has transmitted to him the locations of the mutant children that the Right has marked for death to do with what he pleases, and even now, his demons attacked the accursed Angel in his name.

N’astirh angrily replies that his servants who have checked those locations have had scant success, ‘Infants on the list have disappeared!’ N’astirh shouts. Hodge assures N’astirh that he had nothing to do with that, and remarks that this points to a leak in security, which he will see plugged - with the body of the informant, provided he can find him. Hodge tells N’astirh that not all the children must be gone, such as those in the orphanage. N’astirh replies that the orphanage is filled with older children, whereas he needs infants.

‘Ah…infants. Yes. Tell your…servants to check the level below the basement - they will be there!’ Hodge replies, assuring N’astirh that he would never cheat him. ‘You nearly match me In evil, Commander, if not in wit!’ N’astirh replies, knowing that Hodge would cheat him if he could, since he, like all humans, consider other races - even of the demon race - to be inferior and subject to humans will. ‘The Bible is the proof of human superiority, N’astirh - and evolution is the Devil’s workshop!’ Hodge bellows, waving his fists in the air.

‘And mutants? Little mutant babies?’ N’astirh asks. ‘A violent change in nature’s plan!’ Hodge replies. ‘Counter to Heavenly will, a betrayal of all that Heaven promises. They must be destroyed!’. ‘And to this…Heavenly end, you consort with demons…’ N’astirh remarks. Hodge, still cloaked, turns back to the monitor and states that any weapon is acceptable in the fight for human purity, remarking that N’astirh’s demons are but one manifestation of the power that mankind must harness and control. He watches Death destroy one of the demons on the monitor while N’astirh remarks that Hodge will use demons to bring down his Angel, and supposes that he should replace some of his servants. ‘Those are not the wings of an angel’ N’astirh remarks, referring to the deadly “feather blades” that are tossed about.

‘No. Now, he calls himself Death!’ Hodge replies, before pressing a button which brings up an image of Angel as he once was on the monitor. ‘Not when I first knew him’ Hodge explains. ‘But later…winged, young, joyous, beautiful’. Hodge declares that Warren Worthington thought he had been given the run of Heaven, and reveled in it. ‘Such pride’. Hodge reveals that he is responsible for the change in Warren, and another image, this time of Warren lying in a hospital bed, bandages covering his back. ’I had those wings cut off. I hoped it would drive him mad…I set him up to die!’ Hodge exclaims.

Another image appears on the monitor, with Angel as Death, and his new master, Apocalypse. Hodge explains that Warren’s new wings and grim manner were, as near as the Right can ascertain, the gift of the arch-fiend Apocalypse. ‘Re-grown...mutated…from the wings I had stolen from him!’.

Elsewhere, Warren continues to slice his way through the demons, when suddenly he shouts out that he knows Hodge is there, that he can feel his cameras watching him. ‘I’m going to dismantle the Right, Hodge. As you dismantled my life!’. Warren shouts. ‘I had the freedom of the skies, Hodge - but you stole that from me! You stole my wings. I would have given my soul to have them back…I did!’ Warren exclaims as he cuts demons in half with his sharp wings.

‘A sorry bargain, Hodge. Remember that when you make deals with demons!’ Warren warns his former friend, before remarking that these wings - weapons - are flesh of his flesh, and yet they have been regenerated through Apocalypse’s technology, twisted to a dark facsimile. ‘They’re demon wings!’. Warren exclaims that they have a cutting edge, they are a living death. ‘Their scream gives voice to the darkness in my soul’. He remarks that his wings feed on fear, anger and hatred and that he is their prisoner, even as they serve him. ‘And they serve me well!’ Warren boasts as he slices another demon, warning Hodge that his wings want Hodge’s death. ‘I may not be able to hold them back!’ he exclaims.

Back in the sub-basement, N’astirh remarks that it seems Hodge has a fiend by the tail, before announcing that hr will recall his servants and leave Hodge the pleasure of killing Death. Annoyed, Hodge reminds N’astirh that he promised his aid, in exchange for the infants and certain other concessions. The uber-demon begins to retreat through his portal as he asks ‘Can you deny that you have had it?’ before declaring that he too has his own agenda, and so must withdraw those servants who remain to check the orphanage. ‘If all is as you say it is, I will keep my promise, Commander’ N’astirh tells Hodge, assuring him that Hodge will not die and that his organization will prosper. ‘That…I guarantee’ N’astirh exclaims, before vanishing.

Back in the chamber where Death is fighting the demons, a portal suddenly appears, ‘Leave!’ ‘Quick!’ ‘Lord N’astirh gives new orders!’ the demons exclaim as they leap past Death into the portal. ‘Go to orphanage!’ one of them declares. ‘Find babies! Others got lots, I bet we got none!’. ‘We just got cut and killed!’ ‘Hurry…before Master change his mind!’.

The portal closes, leaving Warren standing alone. He calls out, asking if Hodge is still watching, before remarking ‘You were my friend…and you betrayed me! You destroyed my wings. You stole my fortune. You kidnapped the woman that I loved…the woman who loved me’. Warren exclaims that Hodge pushed him to the brink of suicide, made him into Death. ‘You have written the death warrant for your organization!’ Warren declares.

‘Have I, indeed?’ Hodge asks in his chamber, he tinkers with the device strapped to Candy Southern as he exclaims ‘Come, Warren. Face me with your worst. I have studied you! I am ready!’.

Half a continent away, Jean “Marvel Girl” Grey telekinetically flies towards to X-Factor’s home and headquarters, the sentient Ship. She calls out to Scott “Cyclops” Summers, informing him that Artie and Leech are safely in school, before realizing no one is present, she asks Ship where everyone is. Ship replies that Iceman has not returned from taking their other young charges to Exeter, and explains Bobby was going to visit friends on the way back, while the Beast is away helping his former teammates the Avengers.

‘And Scott?’ asks Jean as she makes her way through Ship, who replies that he and Scott have deciphered the probable location of Scott’s son, based on a creative interpretation of Destiny’s clues. ‘What? Where is he?’ Jean asks quickly. Ship replies that the child is in Nebraska, and they believe he is being hidden in the orphanage where Cyclops was raised. Ship adds that Scott will be leaving in a moment.

Jean races into the hangar bay, calling out to Scott, she asks him to wait. But as Scott climbs into a aircraft, he replies that he cannot wait, for he wants his son. ‘Something odd is going on at that orphanage. Odd…and potentially terrible!’ Scott exclaims. Jean points out that is all the more reason not to walk into a trap alone, and remarks that Iceman and the Beast will be back soon, so he should wait for them.

Cyclops ignores Jean and closes the cover of the aircraft, ‘WAIT!’ Jean snaps, but Scott tells her that she doesn’t understand, exclaiming that Nathan must be in terrible trouble. ‘Any second that I delay could mean his life!’ Scott points out, when, suddenly, Jean uses her telekinesis to lift the cover to the craft up. ‘What are you doing?’ Scott asks as Marvel Girl flies towards him. ‘Coming with you! I’m not letting you do this alone!’ Jean exclaims as she lowers herself into the seat next to Scott, while telling Ship to let Iceman and the Beast know where they have gone, so they can join them when they return. ‘Jean…I…’ Scott begins. ‘I’m glad you want to come. I was afraid that you might not want to’. Scott explains.

Scott tells Jean he thought the baby would remind her too much of Madelyne and what she was to him. ‘As much as I need to go, it would be hard to face that hideous place where I spent my lonely childhood all alone’. Scott admits. ‘Scott, darling…you’re not a child now…and you’re not alone, anymore’ Jean replies before they kiss.

Back in Chicago, Cameron Hodge stands beside the table where poor Candy Southern lays motionless, when, suddenly, Death bursts into the chamber, sending fragments of the wall everywhere. Hodge’s grinning mask can be seen under his cloak as he fires countless bullets at his one-time friend. Death dodges them with ease and swoops upwards, before firing his metal feathers at his attacker, shredding Hodge’s cloak, revealing a gold armor covering Hodge, who can be seen under the clear covering over his head.

‘Hodge! They told me you were dead!’ Warren exclaims. ‘It seems you were misinformed!’ Hodge grins back as he begins blasting Warren with weapons on his armor. ‘You, however, and your human lover, are as good as dead, already!’ Hodge boasts. Hodge fires some heat-seekers at Warren, who darts around furiously to evade them, but Hodge exclaims that Warren, even for all his astounding speed, will not be able to escape them. ‘You are doomed! And you’ve doomed her as well!’ Hodge exclaims.

‘NO!’ Warren shouts as he fires his metal feathers at the heat-seekers, while exclaiming ‘You took the things I loved most, the symbol for what I was. And then I was nothing! Apocalypse made me into something. A creature of darkness. A living weapon…against whom no other weapon can stand!’ Warren’s metal feathers slash apart the heat-seekers, creating an explosion in the chamber. ‘Candy!’ cries Warren, while Hodge remarks that Warren is very intelligent to use his own weapons to cut through his. ‘Though the chain reaction would have killed a lesser being’ Hodge adds, before seeing Warren fall down near him. ‘Good. I wouldn’t want you do ti too easily!’ Hodge exclaims.

Warren dodges another of Hodge’s attack while asking him ‘Why? We grew up together! We were friends!’. Warren then bombards Hodge with his metal feathers as Hodge shouts back ‘And I followed you around like a puppy!’ while noticing that Warren seems almost preternaturally accurate with the long range weapons. ‘I worshipped you, Warren! You were all I ever wanted to be!’ Hodge exclaims. ‘And then you grew wings and flew away and left me behind in the dust!’.

Hodge attempts to blast Warren with some sort of energy from his armor, while exclaiming ‘I hated you for it. And never forgave you…and worked to destroy you!’. Hodge exclaims that he created the Right to eradicate mutant kind, as he one day, planned to kill Warren. ‘You were such a blithe fool…you never even noticed. You actually hired me - me - as publicist for X-Factor!’ Hodge exclaims, while Warren dodges the energy burst, ‘And you used that position of trust to carry your message of fear and hatred to other humans!’ Warren exclaims.

Hodge remarks that Warren is trying to distract him with his chatter, but declares that Candy Southern and her rescue is his true goal. ‘But you will fail!’ Hodge exclaims as he places a hand over Candy’s head. ‘I did what was right! Ours is the power and the glory. And Heaven is on our side!’ Hodge declares. Warren lowers himself to the floor and reminds Hodge that Candy is not a mutant. ‘Why harm her?’ he asks as he walks slowly towards Hodge and the table where his beloved lay.

‘She was human and she loved you. And you loved her. You turned from me and loved her! That alone would be reason enough! But she discovered my secret plan’ Hodge reveals to Warren, before remarking that Candy was trying to go tell the press. ‘So I…removed her’. Hodge announces that he kept Candace alive to experiment on. ‘You should have heard her curse your name in her agony and her hatred. I enjoyed watching her scream knowing that she was yours!’. Hodge exclaims.

Hodge touches the device clamped to Candy’s head as he exclaims that now, Candy is worthless, her body kept alive only by machines - easily disrupted. ‘Her mind…her soul…is gone already!’. Angry, Warren fires more meal feathers at Hodge ‘So it’s not philosophy anymore, then, is it?’ Warren asks. ‘No. It’s all personal!’ Hodge exclaims, when suddenly, the feathers strike Hodge’s armor, and one of the blades enters Hodge’s rocket launcher. ‘No!’ Hodge exclaims, before an explosion ensues. ‘CANDY!’ Warren shouts as he flies towards her, black smoke clouding around her.

Before Warren can reach Candace though, Hodge lunges at him and begins strangling him. ‘It won’t help your kind, mutant! Nothing will!’ Hodge exclaims. ‘Demons will carry off your children…they have promised me eternal life…and that mutants will perish from the face of the Earth!’ smoke pours from Hodge’s battle suit while Warren is pushed to the floor by the madman, ‘Hodge, stop! Listen to me! My wings…I can barely control them!’ Warren exclaims, before he manages to toss Hodge from him, telling Hodge that, for the sake of their childhood friendship, he doesn’t want to hurt him.

‘You cannot escape your fate so easily, Warren!’ Hodge exclaims as he smashes his head-covering on the edge of a table. ‘Come…grapple with me. Learn how you’ve molded me, as surely as I’ve molded you!’ Hodge exclaims. ‘You still don’t understand, do you, Warren? This fight is to the death!’ Hodge bellows. Hodge motions to Candy, ‘Your death and your human lover’s. Not mine!’ Hodge exclaims, pointing out that he is armored against Warren and boasting that the demon has promised him life. ‘Hodge…NO!’ Warren exclaims.

‘You think a plea from you will stop me?’ Hodge asks. ‘Fool! You underestimate the power of evil!’ Hodge exclaims as he rips some of Candy’s hair, along with part of the machine that keeps her alive. ‘NO!’ Warren exclaims before he and Hodge engage in a punch-up again. ‘How long can she last…ten seconds? Five…?’ Hodge exclaims. ‘Her heart is slowing…has it stopped?’. ‘CANDY!’ Warren cries. ‘Candy is dying! Dying! And still you can’t make the hard choice!’ Hodge exclaims, telling Warren that he must go through him if he wants to save Candy, ‘You won’t!’ he boasts. ‘For all your demon wings…you’re still the perfect Angel!’.

‘NO!’ Warren screams as his wings swing around and slice Hodge’s head off. Hodge’s body falls to the ground. ‘An Angel, am I? Not any more. Beware, Cameron, the promises of demons’ Warren mutters, as he briefly mourns his former friend, before flying towards Candy. ‘Candy’ Warren whispers as he kisses her head and holds on to her shoulders. Warren picks Candy up, ‘Are you happy now, Cameron? Is your experiment a success?’ Warren asks.

‘You have molded me…destroyed me…as utterly as Apocalypse ever did…’ Suddenly, voice can be heard. ‘He’s in there!’ ‘Get him!’ cry a platoon of Right soldiers. Warren grits his teeth. ‘The Right will reap the destruction that you have down!’ Warren exclaims as he stands before the Right, holding his beloved Candy. ‘Welcome, gentlemen. I’d like to introduce myself…I am the Dark Angel…and my name is Death!’.

Characters Involved: 

Cyclops & Marvel Girl (both X-Factor)

Angel / Death III (former member of X-Factor / Horseman of Apocalypse)

Candy Southern


Cameron Hodge

The Right operatives



Nanny II

Orphan Maker



Man sleeping in alley

In Illustrative Flashback Images:

Angel / Death III


Story Notes: 

Candy Southern was last seen in X-Factor (1st series) #10, where she was about to reveal Hodge’s schemes to the press. However, she was captured off-panel.

Cameron Hodge and N’astirh made a deal in X-Factor (1st series) #32.

Warren lost his wings in X-Factor (1st series) #10-15, and debuted as Death in X-Factor (1st series) #21.

The demons quest for babies continues in the X-Terminators limited series.

Artie and Leech were taken to school, while Skids, Boom-Boom and Rictor went to boarding school and Rusty returned to the Navy in X-Terminators #1.

Beast’s adventure with the Avengers can be seen in Avengers (1st series) Annual #17.

Candace “Candy” Southern first appeared in Uncanny X-Men #31. She appeared in numerous X-Men: Hidden Years stories, and sporadically in various Angel appearances until New Defenders #127, where she became a supporting character, and eventual non-powered leader of the team until its demise. She also adopted the code-name “Southern Belle”. Her body appears in X-Factor (1st series) #36, and her genetic template is used to create a Phalanx which Archangel discovers in Uncanny X-Men #306.

Issue Information: 
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