X-Factor (1st series) #38

Issue Date: 
March 1989
Story Title: 

Louise Simonson (writer), Walter Simonson (penciler), Al Milgrom (inker), Joe Rosen (letterer), Tom Vincent (colorist), Bob Harras (editor), Tom DeFalco (editor in chief)

Brief Description: 

Madelyne Pryor has captured Marvel Girl, and prepares her final revenge on Cyclops. The X-Men and X-Factor gather on ledge of the demonically transformed Empire State Building, Madelyne sends her demons against the X-Men, who are trying to rescue Marvel Girl and save Cyclops’ baby from being sacrificed. However the X-Men and X-Factor are still at odds, and fight with each other, until Cyclops and Storm call a truce. Madelyne manages to get Angel, Longshot and Dazzler on her side, but Cyclops ends up fighting with his brother Havok, Madelyne’s Goblyn Prince, who is very unhappy with Cyclops. Marvel Girl is freed and battles Madelyne, the two eventually being encased in a force bubble courtesy of Madelyne - one that the X-Men and X-Factor cannot break through. Marvel Girl and Madelyne battle, while Marvel Girl tries to talk Madelyne down, yet Madelyne is full of hate. Cyclops and Havok continue to battle, and Havok is about to hurt Cyclops really bad, until Angel stop him, overcoming Madelyne’s orders. Madelyne reveals to Marvel Girl how she came to be, her memory of Annie Richardson, and the Phoenix, while Marvel Girl remembers rejecting the Phoenix when it came to her when she was in the cocoon. Madelyne explains that when Marvel Girl rejected the Phoenix, it came to her, and she awoke. While Wolverine, Storm, Iceman and the others continue to try and break the force field, they soon realize they need a better plan, and Cyclops promises Havok that they will save Madelyne. Madelyne reveals more of her history to Marvel Girl - being placed with Cyclops’ grandparent’s airline, meeting Cyclops, the birth of her son, the Marauders’ attack on her, and her allying herself with the X-Men. After Psylocke managed to snap Longhshot out of his depressed state, he revealed to the X-Men where the best part of the force bubble to attack is, and Dazzler, Havok and Cyclops combine their powers, aiming at the one spot. Madelyne informs Marvel Girl about her desire to get revenge on Cyclops and her affiliation with N’astirh. Marvel Girl tells Madelyne that they can offer her a haven where she can grow and become her own person, but Madelyne is not interested. An instant later, the X-Men and X-Factor break the force field. Cyclops rescues his son, while Madelyne unleashes her fury, and prepares to commit suicide, while linked to Marvel Girl. Marvel Girl is almost killed, but saves herself by integrating the Phoenix and Madelyne into herself. With Madelyne dead, the inferno that had consumed the city fades away, transformations fade, and Cyclops and Marvel Girl are reunited, together and with Cyclops’ son. But the effects of the inferno can still be felt by those is had a strong impact on - Longshot, Dazzer, Havok and Angel. Havok is still mad at Cyclops, while Marvel Girl is concerned about Madelyne, and the X-Men and X-Factor vow to find Mr Sinister, the man responsible for her creation, and get their revenge.

Full Summary: 

X-Factor and the X-Men combined forces to defeat the uber-demon N’astirh, only to discover that Madelyne Pryor is inexplicably more powerful than N’astirh. Now, poised atop the transformed Empire State Building, with the X-Man Alex “Havok” Summers at her side, Madelyne - the Goblyn Queen - prepares to sacrifice her innocent child in a ritual which will seal the transformed tower as a bridge, linking the eldritch dimension known as Limbo inextricably with Earth. On the altar atop of the Empire State Building, the scantily clad Madelyne, and the equally scantily clad Havok stand over the chained Jean “Marvel Girl” Grey, while Jean’s own parents, Elaine and John, have been transformed into demons, who watch over baby Nathan Christopher Summers.

Down on a ledge below the altar, the rest of the Uncanny X-Men and the heroic X-Factor are gathered, as Scott “Cyclops” Summers calls out to his estranged wife, asking her why she is doing this and what it is she wants. ‘Vengeance, Scott. Destruction. And the death of your son!’ Madelyne threatens. However, N’astirh’s defeat was costly, and despite their somewhat demonic new appearances and altered costumes, of the X-Men only Storm, Colossus, Wolverine, Rogue and Psylocke emerged unscathed, while Havok has fallen to the darkness, and Dazzler and Longshot have undergone lesser transformations. Of X-Factor, Cyclops, Iceman, Angel and the Beast are battle ready, while Marvel Girl remains Madelyne’s prisoner. ‘The baby is yours, too, Madelyne! How can you harm him?’ Cyclops calls out.

Madelyne grins wickedly as she reminds Cyclops that she was his wife, and that he said he loved her. ‘You married me, promised to stay with me forever. You broke your promise. You abandoned me. You hurt me’ Madelyne declares, asking why they shouldn’t break this issue of a broken union. ‘He’s just a baby!’ Bobby “Iceman” Drake exclaims, to which Madelyne tells X-Factor that they should have thought of the baby when they lured Scott away from her. ‘He’s an infant! He’s innocent!’ Marvel Girl protests. ‘As you are not!’ Madelyne retorts, pointing out that without Jean, Scott might not have joined them. ‘It was the knowledge that you had returned, seemingly from the dead, that made him rush from me’ Madelyne announces, adding that Jean stole Scott and left her with nothing, ‘Not even myself!’ Madelyne adds.

Madelyne reminds the X-Men that, driven by circumstances beyond her control, she sought shelter with them. ‘But I was never one of you’ se tells them, adding that she used them, and they knew that, and then N’astirh made her an offer, which she accepted. Piotr “Colossus” Rasputin points at Madelyne and informs her that they defeated N’astirh, that his demons retreated and the gate to Limbo has been closed. Several demons carrying the “Inferno babies” drop down alongside Madelyne, who announces that those demons who serve her personally remain, and that they bring her the innocents who will focus the power that her sacrifice will release.

Scott pleads with Madelyne, ‘It’s me who betrayed you, lied to you, deserted you. Take me. Destroy me, if you must, but let the others go!’ he shouts. Madelyne tells Scott that he has always been such a fool. ‘Why should I destroy you alone…when I can have you all?’ she asks, while telling the heroes to look around them, to understand that Earth has many native demons, and explains that she brings out the demon in things, and in people, as she has in all of them. Madelyne sends a horde of demons towards the X-Men and X-Factor, who stand ready for battle. ‘Gotta get the babies!’ Iceman shouts. ‘Gonna save the world’ Longshot boasts, but as he moves into action, ‘Iceman! Buffoon!’ he yells as the ice-sled Bobby creates to move skyward is formed under the feet of Longshot and Alison “Dazzler” Sinclair, who fall over. ‘You spoiled my entrance’ Longshot complains.

‘You feel it, don’t you? The heady, dizzying sensation…of evil incarnate. Makes your head spin, doesn’t it? Makes you forget…your real goal’ Madelyne tells the mutants, as Longshots fall knocks him into Hank McCoy a.k.a. the bure-furred Beast. Subsequently, the Beast falls against Rogue. ‘What is it with y’all, anyway?’ Rogue shouts, before telling the Beast to beat it, as he is cramping her style, she knocks him down towards Colossus and Betsy “Psylocke” Braddock. Colossus tells Betsy to watch out, while Rogue tumbles backwards, landing against the steel wings of Warren “Angel” Worthington.

‘Have you X-Men gone mad? The Goblyn Queen’s the enemy, not -’ Angel calls out as several of his razor-sharp “feathers” soar towards Wolverine a.k.a. Logan. Some of the “feathers” strike nearby demons, but some cut into Wolverine. ‘Got lucky, Angel, baby. Healing factor kicked in. saved me’ Logan tells Angel, but as he skewers a demon, Wolverine calls X-Factor “mutant hunters” and tells them that with moves like that, they are not just chumps, but plain incompetent. ‘Mutant hunters? Incompetent?’ You’re out of line, mister!’ Warren replies as he soars towards Wolverine, who holds up one of the demons and asks ‘And you’re the dude’s gonna set me straight? Come on. Try -’ Logan begins, but he is interrupted by Cyclops, who fires an optic blast at Wolverine, knocking him backwards, as Angel hovers over him.

But, suddenly, ‘Get away from him!’ Ororo “Storm” Munroe forces Angel upwards with a surge of wind. Cyclops tells Storm to control her X-Men. ‘What the heck do they think they’re doing?’ Cyclops asks her. Storm tells Cyclops that if he cannot handle his mutant hunters, then she will have to do it for him, and forces him off the ledge with a blast of wind. As he falls downwards, Cyclops shouts ‘Stop! Enough! What is this mutant hunter garbage that you X-Men keep spewing?’, to which Storm replies that it is common knowledge, before Cyclops strikes her with an optic blast. ‘Old news’ Cyclops tells his former teammate, explaining that, at first, Cameron Hodge controlled their media coverage, and warped perception of their purpose to promote his evil ends, but that has been over for months. Storm composes herself and explains that the X-Men receive news from across the world, and that even when they are away, it is held on tape, waiting for them to review. She informs Cyclops that they have seen nothing to indicate X-Factor’s supposed change of purpose, or heart.

Madelyne watches Cyclops and Storm and remarks ‘The old leader versus the new. They fought before, you know…Cyclops…versus a powerless Storm. I waited nearby. I knew what was needed’ Madelyne announces, tugging at the demonic leash around Jean’s neck, Madelyne declares that Scott had to be humiliated, defeated, so that he would leave his beloved X-Men and cling only to her. Madelyne explains that she experienced the fight as a sort of day dream, in which she got her heart’s desire. ‘And then I learned that Storm had, indeed, won. I didn’t know till later that my nascent powers had awakened’ Madelyne tells Jean. She adds that she had influenced their battle and that the victory was really hers.

Up above, Storm hurls Cyclops about on gusts of wind as she tells him to admit it, that X-Factor hunts mutants and accepts bounties for their capture. Ororo tells Scott that he has betrayed the dream Professor Xavier had for all of them, and asks him how he could have done it. ‘You…the son of Xavier’s heart? You…of all people?’ she asks. Storm tells Ororo that she is being absurd, and asks her to stop talking and listen to him. ‘You say the news was waiting for you to review. Where did the news come from, Storm. Who provided it?’ Cyclops calls out. Storm looks down at the altar where Madelyne stands and replies ‘The computers…the tapes…Madelyne! She ran the computers. She has controlled our access to information from the outside world’ Storm explains.

Storm uses the wind to push Cyclops up so he is at the same level as she, and remarks that Madelyne insisted it was her way of helping, that they thought she was their friend. ‘Can it be true? Was she the X-Men’s enemy…even then?’ Storm asks. Cyclops suggests Madelyne may have thought it was in her best interest to keep the two teams apart, and releases an optic blast - but the blast does not reach Madelyne, as she grabs the demonically transformed John Grey, and holds him up to block the optic blast. ‘Old man, I have need of you!’ Madelyne declares. ‘No! DAD!’ Jean screams. ‘That blast was meant for you, witch!’ Jean tells Madelyne, who points out the obvious, that she used Jean’s transformed father as a shield. As John drops to the ground, Madelyne mutters that it is a shame Jean’s lover did not fire a killing blast.

‘Why won’t you see? Why won’t you understand?’ Marvel Girl asks, informing Madelyne that even after all she has done to Cyclops, he still does not want to hurt her. ‘A pity. Since I will destroy him’ Madelyne replies, but, up above, Storm fires a powerful lightning bolt and tells the Goblyn Queen that she does not share Cyclops’ scruples. But before the blast strikes Madelyne, she throws up a demonic force field, and tells Storm to do her worst, and to know that it will be deflected at her. Madelyne then turns her attention to Longshot and Dazzler, and offers them the best and brightest futures. ‘Why lose yourselves among these…bit players…when you can be stars’ she declares. Longshot looks up to the altar and asks Madelyne what she means. ‘I offer…the spotlight! Center stage! The starring role!’ Madelyne announces as two beams of intense lights dowse Longshot and Alison.

Madelyne motions to the Dark Angel and tells Longshot and Dazzler that there he is, their great rival. ‘The world is watching. So play your parts like the stars I know you are!’ Madelyne orders them. Longshot bounds upwards, and kicks Angel in the side, knocking him off course, before he is struck with the brilliant light emanated by Dazzler. Angel falls to the altar, landing at Madelyne’s feet. ‘Bravo. Bravo. My faith in you has been rewarded’ Madelyne tells them, before crouching beside Warren: ‘You, Angel of Death, and I are much alike. We have been hurt, toyed with’ Madelyne tells him. ‘Yes’ Angel replies as he looks up at Madelyne. Madelyne points out that powerful men have sought their destruction, but they survived. ‘Yes’ Warren agrees. Madelyne declares that they have been tainted by evil, but that evil is the price of power. ‘Apocalypse…’ Angel utters.

Madelyne leans into Warren, moving her face towards his, and informs him that she offers him more than Apocalypse dared promise - power to control! ‘Power to destroy those who’ve done you harm. Including him!’ Madelyne declares, to which Angel replies that Apocalypse offered power, so he gave him his soul. ‘And now, you turn to me…because I, of all people, understand…and approve!’ Madelyne tells Warren as they kiss. ‘No…I am lost…lost…’ Warren utters, before he lies motionless on the altar. Madelyne sits up and tells him that in her new order, he will be found, and that all of Limbo is behind her.

A glow radiates around Madelyne as she announces that in this darkness before the dawn, she grows stronger. Madelyne explains that negative energy rises from the battle below, that it fuels her power. ‘All that I am has turned to hate…and the dagger that I have raised will rip open Heaven’s heart’ Madelyne declares, boasting that the Earth will tremble and shatter into pieces before her towering rage as the glow radiates upwards. Down below, the heroes continue to battle the demons, while Madelyne calls out to Scott: ‘See, the marvel that I have created. See what you have thrown away’. Storm and Cyclops set down on the ledge and Storm tells Cyclops that Madelyne is mad, before pointing out that he has a clear shot and needs to take it. ‘With more than the stun force that you used before’ Storm adds.

Cyclops replies that he will take the shot, and try to stop her, but that he cannot kill her. ‘Lord help me, Storm. I’ve hurt her so badly most of what she says of me is true’. Scott declares, adding that she is the mother of his child. Madelyne steps backwards and the optic blast misses her, ‘My, my, Scott…such scruples. As if your optic blast, even at lethal force, could touch me’ Madelyne exclaims. Angel rises, his face changed in appearance - his teeth now jagged, and he thinks to himself that Apocalypse began his transformation, changed his body, and introduced him to the darkness in his soul. ‘This is his legacy’. Warren tells himself, while reminding himself that Madelyne promised him power to destroy. ‘And I want to…and yet…I must fight it…or what will truly be destroyed…is myself!’ Warren tells himself.

Madelyne stares down at Cyclops and Storm and announces ‘My thoughts…so dark. The mutants fall…easily, like dying leaves. Dead. This is my revenge. Where is the joy?’ Madelyne turns to the handsome Havok and declares that it must end now. ‘Havok, my Goblyn Prince. Bring me your brother’s heart’. Rushing forward, Havok replies that to hear his queen is to obey. Suddenly, Longshot and Dazzler appear behind Cyclops in the bright lights Madelyne cast upon them. ‘We’re the stars! It’s our show!’ Longshot exclaims, while Alison asks ‘How dare Havok upstage us?’ But before either can act, Havok releases a massive surge of plasma, knocking Cyclops back. ‘Now’s out chance!’ Longshot declares as he and Alison rush towards the downed Cyclops.

‘It’s Storm!’ Longshot cries as Ororo knocks Longshot and Dazzler away from Scott with a burst of wind. ‘It would be. She’s always trying to hog the limelight’ Dazzler complains. The demonically transformed Angel flies towards Madelyne, announcing that he cannot let this happen too himself or Jean, and he screeches through the energy-rope that is tied around Marvel Girl’s neck, freeing Jean, before he lands with a thud on the altar.

Down below, Wolverine looks up from where he is battling demons, and wonders what happened, before realizing that Angel disrupted Jean’s bonds, and the backlash somehow cleared his head. Wolverine realizes that Jean is free, but sees Warren lying motionless on the ground. ‘We kill him!’ a demon declares as several of them make their way towards Angel. ‘Don’t count on it, Bub!’ Wolverine tells the demon, as he attacks it.

Storm has Dazzler and Longshot trapped on a fierce wind, while Dazzler calls out ‘Who does Storm think she is? I’ll burn a spotlight right through her!’ However, Rogue overheard Dazzler’s boast, and flies towards her, telling her that is what she thinks, as she smashes into her, forcing both women straight to the ground. Iceman sees the women falling, and glances over from where he is battling some demons, he creates a pile of snow to cushion their fall. ‘Thank the nice man for catching us, Dazz. That fall woulda hurt you a lot more than it would me!’ Rogue tells Alison, while, up above still, Storm has Longshot trapped in a funnel of wind, spinning around and around. ‘So fast…can’t breathe!’ Longshot stammers.

On the ledge, Cyclops looks across at his brother, ‘Your plasma blasts won’t hurt me, little brother, any more than my optic blasts will hurt you!’ Scott tells Alex, as he fires an optic blast. Alex dodges it, and releases another plasma blast, sending Cyclops diving for cover. ‘Genetic quirk, big brother. Other folks we blow away, but we just make each other stronger’ Alex points out. Scott suddenly rushes forward to his brother, declaring that there is only one way to end this fight, as he punches Havok in the face ‘The old fashioned way!’ Scott shouts. Lying on the ground, Alex aims upwards and a plasma blast begins to cause some rocks from above to fall. ‘Alex no! Can’t you get it through your thick head? I don’t want to hurt you or Madelyne. You’re my brother. She’s my wife’ Scott points out as he picks his brother up off the ground and carries him to safety rocks fall around them. ‘She was never your wife…not in your heart. She was a reasonable facsimile of Jean. A copy that didn’t quite measure up. So you tossed her aside. Abandoned her’ Alex declares, before smacking his fist into Scott’s head.

Above on the altar, ‘Free! I’m free!’ Jean cries out as she uses her telekinesis to knocks some rocks towards Madelyne. But the Goblyn Queen steps backwards and yanks the baby out of the arms of the demon-Elaine Grey, and asks ‘Are you indeed?’ ‘Give him to me, you witch!’ Jean Grey orders as she fires another telekinetic blast, knocking Madelyne backwards. Madelyne holds the baby up and asks ‘Why should I? Little Nathan is mine! He is the only thing that was ever mine alone!’ Madelyne adds that she will dispose of him as she chooses. But Jean reminds Madelyne that Nathan is her child, and to harm him would be unnatural.

Hovering in the air above the altar, Madelyne asks ‘Unnatural? Yes, I suppose that it is. But then, there’s nothing natural about me’ Down below, several of the heroes have gathered and are climbing towards the altar. ‘Now…while Jean distracts the Goblyn Queen’ Storm announces. ‘Will you never learn? I am more powerful - than you could possible imagine!’ Madelyne booms as energy crackles around her, and she encases herself and Jean in a large force bubble. Colossus pounds against the bubble, but announces that he cannot break through.

Jean aims some more rocks towards Madelyne, who remarks that, as a telekinetic, Jean is amazingly powerful. ‘But we wouldn’t want to hurt the baby, would we?’ Madelyne declares as she lifts Nathan overhead, so Jean has to pull back the rocks. ‘I thought not. Such different needs we have, despite our uncanny resemblance’ Madelyne remarks, adding that, in nature, no snowflake, no grain of sand, is like another. ‘Everything is its own self, individual. Except me!’ she declares, before remarking that nature did not make her. ‘What?’ Jean asks, as Madelyne knocks Jean back with a burst of energy.

Madelyne informs Jean that, long ago, she was a cell stolen from Jean by a man called Mr Sinister, and that she was force grown into physical adulthood, given artificial life and a false memory of a past she never had. ‘He was quite the jokester, Mr Sinister. Called me Madelyne Pryor because I had a prior existence…as you!’ Madelyne tells Jean. Marvel Girl steadies herself, and takes to the air, lifting herself telekinetically, she asks ‘How could he? I can’t believe - even if this bizarre tale is true. You can’t blame -’, but Madelyne interrupts, proclaiming that she can blame who she chooses. Madelyne blocks another surge of rocks with an energy bolt, declaring that N’astirh showed her the truth - that every cell in her body carries Jean’s imprint. She adds that Scott could tell which was the original, and even before Madelyne understood it, she hated it. ‘Hated myself! But I hate you more!’ she booms. Jean replies that this is what happened when the Phoenix put her in suspended animation, that it stole her template and became her before all the world. ‘And now…it’s happened again! I’ve been toyed with…my life stolen…all over again!’ Jean exclaims.

Outside the force bubble, Storm casts lightning bolts upon it, while Wolverine attempts to break through it with his claws, and Colossus continues to pound against it. ‘It’s no use! For all our effort, we’re having no effect at all!’ Storm calls out. Nearby, Alex stands over his motionless brother, plasma bolt ready, he declares ‘I, at least, will have the desired effect! I will destroy -’, but Angel sees his friend in danger. ‘Scott!’ he calls out. ‘NO!’ Scott declares as he kicks upwards, causing Havok to fall backwards. However, ‘What?’ Angel gasps, as several razor-sharp “feathers” fly from his wings p- and some of them strike Havok in the back, right as Havok tetters on the edge of the ledge. Alex shouts in agony, before falling forward. ‘ALEX!’ Cyclops booms as he tries to grab his brother, but misses. Alex falls forward, and the surge of plasma is released, and smashes against the ledge, causing the ledge to break, and an avalanche to form.

Cyclops hangs on to the remainder of the ledge, he dangles immeasurable stories up above the ground, yet again calling out to his brother. The twisted Angel realizes that his evil wings fired before he could stop them. ‘I could not think, did I even want to stop them?’ he wonders, before speeding downwards, in an attempt to grab Alex. An instant later, Angel reaches the same level as Alex, and grabs him, but realizes that Alex is out for the count, temporarily paralyzed by Angel’s wing-blades’ neural disruptors. Angel hovers near the remainder of the ledge, where Cyclops has pulled himself up onto and now stands. Warren tells Scott to focus on how to help Jean, because it looks like she needs it.

The energy bubble that contains Jean, Madelyne and the baby has increased, as Madelyne declares ‘I’m a copy, a Xerox…that lost a little…no, lost a lot in reproduction!’ Madelyne scowls as she declares that everything she has, even her few memories, are hand-me-downs. Jean manages to grab Madelyne’s arm, and with the two women linked, Madelyne asks ‘See? See what horror we share?’ as she links their mind. Jean asks Madelyne what she is doing and tells her to get out of her mind, out of her memory. An image forms - of a young Jean holding her dying friend, Annie Richardson. ‘How do you know about Annie Richardson?’ Jean demands. Jean adds that little Annie was struck down by a car, that she was only ten, dying in her arms, when, suddenly, she was inside her mind, Jean was with Annie as she dies, as the lights in her mind went out. Jean adds that she almost died with Annie, a sympathetic death. She announces that incident triggered her telepathic powers.

‘But how did you know? How did you know?’ Jean demands, their bodies still touching, Madelyne replies ‘Because I was there with you. I awakened with the memory!’ Suddenly, energy forms like a phoenix around the two women, with Madelyne still holding the baby. ‘But…how? Phoenix! Of course! The Phoenix brought you the memories…which it had stolen from me!’ Jean declares. But Madelyne replies ‘Not all…just enough. And vague. Like crumpled copies…or half-remembered dreams. The memories that were seminal. The ones that made you what you are’. Jean then announces that she feels a small portion of the Phoenix energy here, with them now, as it was with her then, when she was dying, and it came to her - offered to save her. ‘It longs so for life’ Jean remarks.

Jean continues: ‘It buries me in a healing cocoon beneath the sea. But it steals a portion of my psyche…duplicates me…and it “becomes” me. It…no! It loses control of its power…devastates a planet. In horror…Phoenix destroys the mortal shell it has assumed. It tries to return the portion of myself that it has stolen away. Sends it back to Earth, keyed to my specific genetic code. Instructed to awaken me. But it arrives with nightmare visions of destruction…horrible images of things it has done in my name…and I reject it! Jean declares as the energy surges around her. ‘I reject the memory…as I had the Phoenix!’

On the cliff face Wolverine, Cyclops, Storm, Iceman, Beast, Colossus, Psylocke, Rogue and Dazzler, still encased in the Goblyn Queen’s light, have gathered, and Cyclops points out that the bubble seems impervious to their individual efforts. ‘But why? What is it made of?’ He asks. Psylocke touches the bubble and announces that she believes it is telekinetic in nature. ‘Like Jean’s telekinetic field…only hundreds of times stronger’ Storm adds. Cyclops suggests that if they apply pressure equally around the bubble, force her to stretch her powers to maintain the field, to which Storm continues, suggesting that Cyclops, Havok and Dazzler can use their powers to their utmost at one specific point, meaning they might break through.

Dazzler, arms stretched behind her as she poses, remarks that Storm might speak for the others, but that she has star quality and does not work with amateurs. ‘Don’t kid yourself, Sugah. You ain’t the star. Madelyne’s the star!’ rogue declares, adding that if Madelyne told her otherwise, then she lied. ‘I have a spotlight!’ Alison retorts. Rogue replies that it means nothing, and that Madelyne is the only one who has got center stage, and is going to keep center stage unless Dazzler punches her way out. Suddenly, the light surrounding Dazzler fades. ’The spotlights! That upstart scene stealing witch’ Dazzler shouts, before turning to Cyclops and telling him that if he wants her help, he has it. ‘We’ll show her, won’t we -’ Dazzler begins, but Cyclops doesn’t answer, instead he is crouched beside his unmoving brother. ‘What about you, brother of mine?’ Scott asks. Havok, although motionless, replies that he will not go against Madelyne, and that no one can make him.

Suddenly, ‘Attack now!’ Storm orders, as the remaining heroes use their individual powers against the force bubble. ‘What fools you are to think you can reach me that way’ Madelyne declares, before asking Jean if she sews what she rejected - power - she sent the Phoenix away, sent it circling the globe, where it found her, whole, but not yet conscious. ‘That bit of the Phoenix, with its impressions and stolen memories awakened me…and gave me consciousness. I awoke…with Phoenix’s dying thought’ Madelyne reveals. Madelyne explains that she stepped from the test-tube where she was grown and called out their lover’s name: ‘Scott!’. She tells Jean that she is what she is because Jean refused to take back what was rightfully hers.

Jean replies the Phoenix stole her memories and returned them to her tainted, soiled, that she did not want them, so she stayed asleep. ‘If only I had known, I could have prevented it all…all of this!’ Jean declares, before telling Madelyne that she is so sorry. Madelyne casts a burst of energy which knocks Jean back, and tells her that sorry does not count. ‘Power counts. Power was what you shoved away!’

Meanwhile, Alex finally moves, he sits up and declares ‘You hurt Madelyne, Scott. You deserve what you get’. Wolverine steps forward, his mask now five times larger, and demonic in appearance, Logan grabs Alex’s face and tells him that he does not blame him for not listening to Cyclops, but urges him to listen to what is going on inside the bubble, and to think. ‘That ain’t the Madelyne you remember. Our Madelyne had her problems, sure…but that thing’s a demon conjuring. It’s what stole her away from you’ Logan tells Alex as he helps him to his feet. Alex replies that he remembers Madelyne was lost, helpless, that she made him want to save her. ‘I know. Come on’ Logan urges Havok.

The heroes regroup, and Cyclops asks where the best place is to blast. Havok announces that he will help breach the bubble for Madelyne’s sake, but that it doesn’t mean he approves of the way Cyclops treated her. Havok adds that he will not help them destroy Madelyne. Scott doesn’t look at his brother as he tells him that he doesn’t blame him, and adds that he is afraid he may have destroyed her already. ‘But I promise you, Alex, we’ll save her…if she’ll let us’ Scott assures his brother.

Back inside the bubble, Madelyne explains that Sinister gave her an appropriate cover to explain her memory of flight and fire - that she walked alone from a burning plane, and Sinister placed her with Scott’s grandparents, and she was programmed to meet Scott and acquire a baby by him with Jean’s genetic make up. Madelyne declares that making her love Scott was easy, as the Phoenix had loved him so, with Jean’s love. Madelyne announces that she had no choice but to love him. ‘I was Sinister’s brood mare. It was why I was created. And I fulfilled my function magnificently’.

Madelyne tells Jean that she could feel Scott slipping away from her - yet he was her whole life. ‘I thought the baby would hold him…but it didn’t work!’ Madelyne shouts as she blasts Jean back with a burst of energy. Jean holds her ground though, surrounding herself with telekinetic energy, as she informs Madelyne that even after Scott knew she had returned, he could not let himself abandon her. ‘He left me…to return to you. And his son’ Jean explains, explaining that by then Madelyne was gone, and all evidence that she had existed had been erased - except for a baby’s rattle. Madelyne replies that Sinister has always been very thorough. ‘He tried to erase all record of my existence’ Madelyne adds.

Shown with flashback images

‘Of course, I did leave’ Madelyne announces, explaining that Scott’s grandparents sold the air freighter company to Sinister, and she was hired to fly a cargo to San Francisco, for big time money. ‘Who needed Scott?’ she remarks. Madelyne reveals that at the last minute, she decided to take baby Nathan with her, but she didn’t know that wasn’t her decision. The “big money” job was for Sinister, and the real cargo was Madelyne’s son. Upon arrival at her destination, Madelyne was supposed to be murdered by Sinister’s Marauders - but she fought for her life, using powers that she did not know she possessed. Sinister did not know then, either, and Madelyne saved herself and let the baby go. Of course the X-Men soon found her, and she went along with them - where else was she supposed to go? She followed them and did what they did - even sacrificed her life with them. ‘Believe me, it was nothing’ she tells Jean.


‘The memory…it’s there. The goddess Roma offering you the chance to go anywhere. She could have transported you to your son. You could have saved him!’ Jean declares. But Madelyne tells Jean not to presume to judge her by her standards. ‘Haven’t you been listening? Haven’t you understood? What did the baby mean to me?’ Madelyne asks. She reminds Jean that Scott rejected her love, so all she had left was hate, and what she needed was revenge.

Outside the bubble, Betsy wonders where the best place - the luckiest place - is to blast. She knows that Longshot could tell them, as he is good luck incarnate - or at least, he was. Betsy can feel, even now, through the telepathic haze that surrounds them all, Longshot’s misery. Betsy sees him down on another ledge, separate from the others, so she slides down the cliff face and telepathically calls out to him. But as she reaches him, she is told to get out of his mind, as it is ugly, nasty, rotten and lonely, and he cannot help himself.

‘But you can help us’ Betsy tells Longshot, only he replies that he can’t. ‘Don’t you see? My luck depends on my motives…and they’ve turned as dark as my soul’ Longshot explains, announcing that he has no more luck. Betsy puts a hand on Longshot’s face and tells him that she doesn’t believe that, adding that they are going to save the babies, but to do it they need a miracle. ‘So come. Think of the babies’ she tells him telepathically. ‘We have to save the babies. But how? Where do we begin?’ Betsy asks him. ‘Maybe…there!’ Longshot announces as he throws a blade towards the force bubble, and as it clangs against bubble, Havok, Cyclops and Dazzler unleash their powers in that exact location.

Madelyne is strained as she declares ‘They’re beginning to…to - no! They’re all against me. Even my Goblyn Prince! They’ve always been against me. Always want what I have! Scott. The baby. You. I knew it even then. To protect myself. I took charge of the X-Men’s computer system’. As the link between Jean and Madelyne continues, Madelyne reveals that the X-Men were busy, so they were only too glad to let her “help”. ‘And what a help I was. I monitored - censored - the news about X-Factor. So the X-Men knew only the worst’ Madelyne admits. Madelyne adds that there was to be no partnership with Scott, that she would deprive him of his friends, even as he had deprived her. ‘And when the X-Men met X-Factor. They would destroy them’.

Madelyne reveals that the demons came later, through his puppet, S’ym, N’astirh created the ties that bind her irrevocably to darkness. ‘N’astirh lit the fuse. I’m the bomb!’ Madelyne declares, before pulling away from Jean. Jean reaches out to her and tells her that it doesn’t have to be like that. ‘I’ve been with you, inside your mind…as you’ve been inside mine. I know you. I…understand!’ Jean tells her. Jean manages to grab onto Madelyne’s wrist and tells her ‘I didn’t start what was done to you. But I’m partly responsible. So is Scott. So are we all. Even now with all that’s passed between us, we can work things out. You have so much. You have life! And what I don’t have…what I may never have…Scott’s son!’ Jean tells Madelyne as she reconnects the mental-link, Jean tells Madelyne not to toss it all away. ‘Please…we can offer you a safe haven, where you can adjust and grow and -’ Jean begins, before Madelyne screams ‘NO!’ and casts Jean backwards with a burst of energy. ‘You’re so smug in your reality. And you think this gives you power over me’ Madelyne tells her.

‘Not power, Madelyne. Understanding…hope!’ Jean replies. Madelyne holds her baby and replies ‘You dangle these trinkets to distract me. You think they weaken me’. But Madelyne glances sideways when she hears Scott calling out ‘Keep at it, people. We’re almost in’/ Madelyne mutters that Scott is ever the leader, and tries so hard, before shouting ‘Fools! I have my own reality. It is pain and fury and hatred!’ There is a massive flash of combined energies, as the bubble shatters. ‘NO!’ Madelyne shrieks as the X-Men and X-Factor race forward. ‘We’re through!’ Cyclops shouts, before asking Storm to separate Jean and Madelyne while the others ‘Save the baby!’ Madelyne shouts as she throws baby Christopher into the air. ‘The target, the prize. The little clay pigeon…in this skeet shoot’ Madelyne exclaims.

‘NO!’ Cyclops yells as he lunges forward and catches his falling son, but he tumbles downwards, and cushions his child from the impact. ‘NO!’ Madelyne booms, while Jean calls out to Scott, before turning to Madelyne and telling her that she has had her revenge. ‘Have I?’ Madelyne asks. ‘If the only way that I can kill you and Scott and that baby…that prize…Sinister’s prize…is to kill us all…so be it!’ Madelyne booms. Madelyne proclaims that they will be the living altar upon which she will sacrifice Scott’s son, that her revenge will wrench open Limbo’s door, and Manhattan will burn. ‘And it’s fire will destroy the Earth!’ she screams, as she releases a huge amount of energy. ‘Madelyne! NO!’ Jean calls out.

Storm creates hurricane winds to deflect the debris from the X-Men and X-Factor, while calling out to Jean, telling her to use her telekinesis. Storm orders Iceman to throw up a shield, and for Colossus and Rogue to protect who they can. Everyone does as Storm orders, while Madelyne falls downwards. Jean grabs her, while Madelyne declares the blast should have killed the child and destroyed everyone. ‘X-Men protect each other. We work together’ Jean replies. ‘Do you? Then let them protect you…from this!’ Madelyne retorts as she uses her power on Jean and asks ‘Don’t you feel it? You’re locked to me…chained to my by telepathic chains…like you were to little Annie Richardson’ Madelyne explains, before announcing that she will hang on and drag Jean Grey to death with her. ‘Lights in her mind…our mind…like stars…a universe of stars…twinkling synapses…wink out…one by one…till darkness swallows us…’ Jean exclaims, before calling out to Madelyne, asking her not to do this. ‘Live! Please!’ she urges her.

‘Not in the same world as you…’ Madelyne utters with her dying breath. ‘No! She’s gone - and I’m following her!’ Jean calls out. Suddenly though, ‘NO! In the dark, a bird of fire! Beautiful, deadly, undying!’ Jean declares as the image of the Phoenix appears over the two women. ‘Free!’ a voice calls out. ‘Phoenix? No. Not Phoenix. Only the piece of me that Phoenix stole’ Jean realizes. ‘Not stole. Borrowed’ the Phoenix fragment replies. ‘Borrowed then’ Jean replies, as the fragment is returned to her. ‘Tattered. Soiled. Bearing death’ Jean declares. ‘An accident. I meant no harm’ the Phoenix fragment replies.

Jean holds onto Madelyne still as the Phoenix fragment declares that it brought Madelyne life and that it can lead Jean back from death - ‘But you must accept me’ it tells Jean. Jean lets go of the dying Madelyne and asks ‘How can I? I rejected you. You went to Madelyne trailing destruction!’. Jean tells the Phoenix that Madelyne had no human experience, no self, just borrowed life and stolen memories tinged with death/ ‘Doomed from birth!’ Jean declares. Jean hovers over Madelyne’s body, the Phoenix fragment looming over her. ‘Phoenix. Madelyne. Tangled together…like strands of night and fire. Where does one end…and the other begin?’ Jean asks. ‘Where do I fit in?’ Jean then decides ‘What does it matter’ and announces that she wants to live. ‘I accept you - willingly. You’re already a part of me…! We are one!’ to which the Phoenix replies ‘Then live, Jean Grey. Live for us all!’, and there is a mighty BOOM.

The X-Men and X-Factor look around, and Dazzler and Longshot see that that demons have vanished. Cyclops sits, holding his son, while the entire Empire State Building reverts to how it was, while down below, civilians who were affected by the inferno also revert to their true form. ‘What happened?’ one of them asks, confused. ‘My son’ Cyclops utters as he holds his baby. Scott begins to cry. ‘Jean. Madelyne’ he declares. Suddenly, Jean crouches down beside him, and tells him that he must not blame himself, as it was not his fault. ‘I lied to her. I married her because she looked, felt, smelled like you. My senses told me she was you…even as my mind told me it couldn’t be true’ Cyclops tells Jean.

Arms around Cyclops, Jean tells him that even the Phoenix Force was fooled by her. ‘How could you not be? Sinister created Madelyne as a trap. Baited with your love and sorrow and need of me’. Jean tells Scott that Madelyne’s existence was based on lies, but that they were not her lies. ‘Your promise…your lie…answered the living lie that Madelyne had become’ Jean explains, adding that Madelyne knew in her heart that she wanted the truth, wanted it to end. Cyclops reveals that the more he knew Madelyne for herself, the more he could tell she was not Jean at all. ‘The essential things that make you really you were gone. Missing. Never there at all…except in my yearning and my memory’.

Shortly, the heroes are gathered on the balcony of the Empire State Building that served as the altar, and Jean finds her parents, huddled in blankets for warmth. ‘Mom. Dad. You’re okay!’ Jean exclaims as she hugs her mother. ‘I remember...it can’t be true, can it?’ John Grey asks. ‘You were trapped in someone else’s nightmare. Now you’re free’ Jean replies. Iceman and Rogue are holding some of the Inferno babies, and Bobby exclaims ‘Thank Heavens they made it through this alive!’ The Beast asks how this mess began, to which Colossus replies that it is a long, tragic story. ‘Did you ever meet my little sister?’ Piotr asks. Dazzler calls out to Longshot, but he turns away from her, telling Alison that he doesn’t want to talk to her.

‘Alex…?’ Wolverine asks as he tries to help Havok up, but Havok tells Logan to leave him alone. Storm approaches Cyclops and baby Christopher, and she tells Scott that he is a beautiful boy. ‘At least you have him’ Ororo points out. Dazzler looks out over the city and tells Rogue that everything reverted, but their costumes remain changed. ‘Maybe the demons are trying to tell us something, Sugah’ Rogue suggests. Angel’s appearance has returned to his regular blue-skinned state, and tells the Beast that there, at the end, the darkness was all around, and it felt right to him. ‘Apocalypse called me Death. She called me the Dark Angel. It…fits’ Warren tells Hank. But Hank disagrees, and reminds Warren that he rescued Jean and saved Havok. ‘Maybe saved us all!’ Hank remarks, telling Warren that he has made his choice, that he should forget Dark Angel. ‘You’re our official Archangel now’ he remarks. ‘Heaven knows, we can use one’

Cyclops locates Havok, and thanks him for his son’s life. ‘I…know what it cost you to help us’ Scott tells Alex, who replies ‘Don’t thank me. I didn’t do it for you. What do you care what I cost me…it cost her so much more’. Cyclops replies ‘We tried to save her. Jean tried. You saw. She wouldn’t let us. I’m…sorry’. But Alex declares that sorry doesn’t make it right. ‘You chose to hurt her. I tried…to help!’ he points out. ‘A lot of good I did. I became her Goblyn Prince. I tried to kill you’. Havok walks away from Cyclops and declares that, given the circumstances, he would probably do it again.

‘Recriminations get us nowhere!’ Marvel Girl declares as she walks towards Madelyne’s lifeless body. Scott and Storm follow her, then the others surround them. Marvel Girl announces that it was Sinister who stole a part of her, who made Madelyne and used her, and who caused her destruction. Jean picks Madelyne up, as Storm remarks that Madelyne is just one of his victims. ‘Mr Sinister leads the Marauders. At his urging, how many others have they slain?’ she asks. Cyclops remarks that it is time to find Sinister, and to make him pay in kind - for the souls that he has twisted and the lives he has destroyed!

Characters Involved: 

Angel / Archangel, Beast, Cyclops, Iceman, Marvel Girl (all X-Factor)

Colossus, Dazzler, Havok, Longshot, Psylocke, Rogue, Storm, Wolverine (all X-Men)

Nathan Christopher Summers

Elaine & John Grey

Madelyne Pryor-Summers / Goblyn Queen

Phoenix Force

The Inferno babies

Various demons

Various civilians

In illustrative flashback image

Jean Grey

Annie Richardson

In illustrative flashback image

Madelyne Pryor

Phoenix Force

In illustrative flashback image

Madelyne Pryor

Mr Sinister

Phillip & Derborah Summers

In flashback

Madelyne Pryor-Summers

Nathan Christopher Summers

Colossus, Dazzler, Havok, Longshot, Psylocke, Rogue, Storm, Wolverine (all X-Men)


Harpoon, Prism, Scalphunter (all Marauders)

Story Notes: 

Issue belongs to the Inferno crossover.

N’astirh was defeated in Uncanny X-Men #242.

The gate to Limbo was closed in New Mutants (1st series) #73.

Cyclops and the powerless Storm fought in the classic Uncanny X-Men #201.

Madelyne learned her true origin from Mr Sinister in Uncanny X-Men #241.

Some of Madelyne’s flashback story takes place off panel, but the failed assassination attempt takes place circa Uncanny X-Men #206, she joined up with the X-Men in Uncanny X-Men #222 and sacrificed herself with the X-Men in Uncanny X-Men #227.

Madelyne later returns in X-Man #5.

Story continues in Uncanny X-Men #243

Issue Information: 

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