X-Factor (3rd series) #37

Issue Date: 
January 2009
Story Title: 

Peter David (writer), Valentine De Landro (penciler), Craig Yeung (inker), Jeromy Cox (colorist), VC’s Cory Petit (letterer), Boo Cook (cover), Anthony Dial (production), Michael Horwitz (asst. editor), John Barber & Will Panzo (editor), Joe Quesada (editor in chief), Dan Buckley (publisher)

Brief Description: 

In the warehouse to which they have tracked Darwin’s last known location, Madrox, Guido, Monet and Longshot find the place empty. As they search, however, Longshot steps on a portion of the floor which collapses, causing them to fall to a tunnel below. This lucky accident actually saves their lives when Maru, who is at a different location, has the warehouse blown up. The foursome quickly decides to follow the tunnel, which eventually leads to a stone wall. This obstacle is of little problem to Guido, who easily breaks through, only to discover the Maru’s security forces waiting on the other side. Though Monet and Guido together make short work of them, a more difficult challenge arrives in the form of Mr. Maru, flanked with dozens of clones of Darwin acting at his command. Meanwhile, at X-Factor headquarters, Val Cooper tries to convince the very pregnant Siryn that she has Theresa’s and Theresa’s unborn child’s best interest at heart. In the process, she astonishes Siryn by informing her that, via Madrox, they have secretly been working for O*N*E for months. However, their conversation is cut short when Theresa’s water breaks, harkening the imminent birth of her baby.

Full Summary: 

In the two-story building which serves as the HQ for X-Factor, Val Cooper, agent of O*N*E, sits on a desk, which subtly lifts her above the height of the pregnant Theresa Cassidy, who sits melancholy in a chair below.

She’s not the bad guy here, Val states. And believe her… she knows it’s easy to think of them that way. But she’s on her side. Mutants… they’re all a valuable national resource. She wants to protect them. Incredulous, Theresa asks if that’s a fact. And cuffing Rictor fits in with that philosophy how, exactly? To this, Val replies that she’d be happy to have her men remove the cuffs if he agreed to cooperate. Depends, Rictor snarls through gritted teeth. Does the promising to beat the crap out of them count as cooperating? Not so much, Val rejoins.

Defiantly, Siryn instructs “Ms. Copper” to uncuff him. At first, Val begins to protest, but Siryn interrupts. She asks Val if she’s ever seen the effect of high-powered sonics close up? Properly aimed, they can liquefy the human brain in seconds. And her aim is pretty good. Streams of gray gook oozing out of her ears… her nose… her mouth… it’s a mess.

Grinning slightly, Val tells Theresa that she’s bluffing. “Oh, really?” Theresa asks, resting her hands around her protruding stomach. Her vocal chords are lethal. Her estrogen level is berserk. Between Braxton-Hicks and her huge belly, she hasn’t slept in weeks. And she’s gotta pee… Again. Free advice, she offers Ms. Cooper, never bet your life on what you think about a hormonal sleep-deprived WMD with a full-bladder.

Considering Siryn’s words for a moment, Val’s grin disappears. Her smile returning, Val addresses Agent Vangrowski and instructs him to remove Mr. Rictor’s restraints, if he pleases. While doing as instructed, Vangrowski tells Rictor with a smile that it’s nothing personal. Just doing the job. Rubbing his wrist, Rictor replies “no offense,” at which point he delivers a right cross to the agent’s chin, adding that that’s him doing his job. Another agent goes to pull his service weapon, but Val yells that that’s enough. The agent’s to stand down. The agent begins to protest, but Val reiterates and the agent eventually complies.

Turning back to Theresa, Val reiterates that they’re not enemies. The fact is, they’ve been working together for quite some time now. When Theresa asks what the hell she’s talking about, Val smiles more widely and suggests that she ask Jamie as soon as he gets back.


A safe distance from the empty warehouse in which Madrox’s group is searching, Mr. Maru is informed that the mutants are in. With a thin, cold smile Mr. Maru orders his people to take them. In the warehouse in question, Madrox tells Guido, Monet and Longshot that he’s not loving this. The warehouse is empty. When Guido voices that it’s like it’s been cleaned out, Madrox confirms. That’s exactly…

Madrox’s words trail when, suddenly, Longshot steps onto a part of the floor which has already begun to crack. Immediately, the crack widens and the floor collapses around the foursome. Only Monet, with the power of flight, stops from falling into the newly created hole. In her dry humor, Monet looks down into the opening below and notes the obvious that the floor appears to have collapsed beneath their feet. In more pungent sarcasm, Madrox yells up, asking if she really thinks so. And here he thought they just fell through a plot hole.

Lying next to Guido, Longshot and a newly created dupe, Madrox now turns his sarcasm toward Longshot, asking what happened to that marvelous luck power of his. To this, Longshot can only offer a sheepish admission that he’s not sure. Madrox’s dupe, however, seems to be more forgiving and offers Longshot a hand to get back to his feet and asks if he’s all right. Hearing Longshot report that he’s uninjured, the prime Madrox throws up his hands, asking his dupe what about hi. To this, the dupe coldly tells his progenitor to get himself up, “smartymouth.”

One everyone is back on their feet, they look up to Monet, who continues to hover above them, actually going so far as to lean over and rest her hands on her knees, as if she were looking through a glass floor. Calling up to her, Madrox asks if she can get them out of there. To this, Monet begins to reply that she’ll be right down… but is interrupted as the warehouse explodes around her. In the hole below, Guido, Longshot, Madrox and his dupe escape the brunt of the blast, though they are forced to dodge the fiery detritus which falls among them.

Elsewhere, it is reported to Mr. Maru that the mutants have been taken. Watching a video of the warehouse’s blazing inferno, Maru replies that he doubts the blast disposed of all of them. They have to assume they’ll find their way there… so this will be an excellent opportunity to test the fruits of their research. Turning now to Darwin, who now floats submerged in a vertical, liquid-filled tube, Maru jovially informs him that company’s coming. What does he think? Pot luck, or do they put out the fine China? With cold eyes trained at his captor, Darwin replies to Maru that he’s going to kill him. More amused than worried, Maru tells Darwin that that doesn’t sound very evolved of him.

Back in the level below what was once the warehouse, Madrox coughs and asks if everybody is okay. Great, great, Guido quips. And to think he passed on Tigers tickets for this. Chiming in, Longshot happily adds that, apparently, his luck abilities paid off after all. Angrily, Guido chides Longshot on the powers he has. No matter what happens, if his still suckin’ oxygen when it’s over, he gets t’say “I meant to do that!” He’s like Pee-Wee Herman of the super hero set. Unsure how to take that, Longshot smiles and asks, “Is that good?”

Ignoring the two, Madrox and his dupe yell for Monet, the latter greatly annoying the former in the process. The response comes in the form of coughs, coming from Monet who continues to float above, but with markedly less clothes, burned off by the blast. Speaking hoarsely due to the smoke, Monet tries to cover what skin is not by what remains of her charred clothes and warns the bearers of the four pair of eyes that watch her that, the first one who laughs dies. Ignoring her, the dupe smiles at the prime Madrox and lecherously asks “who’s the dirty girl?” Annoyed, Madrox instructs his dupe to remove his shirt, and the dupe reluctantly obeys.

Back at XF HQ, Val tells Theresa that what she has to ask herself is what kind of world does she want her child growing up in. Speaking through the door of the bathroom through which she is relieving herself, Theresa sarcastically replies that she thought the question she needed to ask is why do people like her keep harassing us? Believe it or not, Val rejoins, stationed outside the door, they’re working on the same side. To this, Theresa replies that she’ll go with the “or not,” thanks.

Undeterred, Val tells Theresa that it’s time she knew that Madrox hasn’t been entirely candid with her. The fact is they have been working with them for months now. The Tangrettu case? The Meers case? Or that mob informant case three weeks ago? Oh, and they kicked the Anselmo case their way. Nice job solving that one. All of it work that served government interests, well-paying too. What does she say to that? Val’s first response comes in the form of a flushing toilet.

A few moments later, the door opens and Theresa steps out. Immediately, she accuses Val of lying. Jamie wouldn’t keep that from her. Asked by Val if she asked him, Theresa replies that she didn’t need to. Oh, come on, Terry, Val chides. She’s not stupid. She must have known there was something he was holding back. No, she didn’t, Theresa replies. She trusted him. Does she remember “trust?” It’s on the government list of endangered concepts. To this, Val asks Theresa if she knows what else is on that list? Mutants. Which brings them back to her little passenger there.

Seeing Val point at her stomach in punctuation, Theresa narrows her eyes. She tells Val that, if she tries to hurt her child, she will end her. She swears to God she will. “Hurt him?” Val asks. They want to protect him! Told by Theresa that she can keep him safe just fine, thanks, Val sarcastically mocks that mutants are the poster boys for safety. Tell it to Layla Miller. Better still, Val presses, she should tell it to her father.

Her anger growing, Theresa grits to Val that she doesn’t get to mention him. Val tries to explain that she’s just trying to make a point, but this only incenses Theresa, who presses Val against the wall, causing her to yell again “You don’t get to mention him! Acting instinctively, Agent Vangrowski draws his weapon and trains it on Theresa. He yells to her to let Val go. “Right now!” Rictor tries to step in, but only results in Vangrowski moving his aim onto Rictor himself.

Thrown against the wall, Siryn’s forearm against her throat, Val Cooper does not panic. Hoarsely, she reminds Theresa that killing her will not bring her dad back. Spurned on by anger, Theresa rejoins that her dad’s not dead. He’ll be back. Layla too. They always come back. Fine, Val hoarsely replies. They’ll be back. Too bad… that Theresa will make sure Val won’t be alive… to see it… Her anger exhausted, Theresa releases Val and beings to walk away. Rubbing her throat, Val tells Rictor that she has some serious issues… “Issues??” Rictor replies. “She has the trade paperbacks.”

Elsewhere, along a tunnel which they found below the now-destroyed warehouse, Madrox (sans dupe), Guido, Monet and Longshot make their way with through the darkness with two flashlights. Floating along, dressed in the now-absent dupe’s shirt, Monet notices that one of the flashlights, that of Guido’s, is aimed at her legs, accompanied by Guido’s eyes. When she asks him what he’s looking at, Guido admits that, honestly, he’s admiring her legs. Annoyed, she tells him “eyes front.”

Monet’s annoyance, however, is short-lived, as Longshot chimes in, telling her that Guido’s right, though. They are quite lovely. Asked if he thinks so, Longshot smiles very toned. Thank you, she smiles broadly. Dropping back, Madrox is dumbfounded, while Guido scowls. As they hear Longshot then praise Monet’s well-developed calf muscles and ask if she does much dancing (which Money admits that she did ballet growing up and that he’s sweet to notice), Madrox laments with a whisper that he may barf. Just as quietly, Guido adds that he may join him.

As they continue, Madrox loses himself in thought. The fortunes of war, he thinks, can seesaw from one moment to the next, so much so that it’s hard to find your footing. Al Capone said in “the Untouchables,” he recalls, that at the end of the fight you see who’s left standing and that’s how you know who won. Then again, he considers, General Pyrrhus said otherwise. The truth is, you sometimes don’t know for months or even years who really won… or is there even was a winner.

“Uh-oh,” Madrox mutters as his flashlight comes upon a stone wall, blocking their path. Turning back to the rest of the group, he tells them that this could be the end of the line. Or maybe there’s some sort of hidden exit they can find… Interrupting Madrox with repeated blows against the wall, shattering it with blow after blow, Guido replies that he’s never been much for searchin’ around. He’s a make-his-own-exit kind guy.

As he watches Guido tunnel through the thick wall, Madrox silently notes that everything is so simple for Guido. Something gets in his way. He hits it. Either knocks it out of his way or pummels it until it stops moving. Nothing is simple for me, he thinks of his own life. One of my dupes nearly killed Darwin’s father. Except… it was me. He was me. And not a random aspect like that one that glorified in being the unpredictable X-Factor. He was my vengeful wrath incarnate. I mean, my God… I’m against capital punishment. At least I thought I was. How do I know what I am? At all?

“We’re though!” Guido shouts, his latest blow shatter the last section of the wall. However, to Guido’s surprise, on the other side it is a group of heavily armed men. “Yes, you are,” the leader of the group states. “Totally.”

Before anyone from either side can react, Longshot leaps into action. With a YAAAAHH!!, he throws a handful of knives, each of which luckily finds a target on a gunman. While the group leader calls on his men to fall back. By all means, fall back, Monet snarls angrily, flying into the gunfire. Fall back. Fall forward. As long as you fall… she doesn’t really give a damn which direction they go.

Though their automatic rifles do no damage to Monet, rifles are not the group’s only weapon. A rocket fired from a shoulder launcher explodes on impact with Guido’s chest, luckily shielding Longshot in the process. Seeing this, Madrox notes that they probably think they’ve hurt him. In a way, he notes, they have… because when he absorbs enough kinetic energy, he’d in agony until he releases it. And if he doesn’t do it soon enough, bad things happen to it. On the other hand, if he does it fast enough… bad things happen to other people.

In demonstration of Madrox’s thoughts, Guido proceeds to use the massive energy absorbed from the rocket to demolish what is left of the armed troops. Taking advantage of one such fallen troop, Madrox hovers over him and demands to know where their prisoner is. Where’s Darwin? When the man replies with a “go to hell,” Madrox stamps his foot, creating a dupe. Pointing this out, he then places his hand in the soldier’s mouth and notes what might happen if he does that again while his hand is inside his mouth. It won’t be pretty, he promises. So talk before…

Madrox’s statement trails when, suddenly, the newly created dupe smacks him on the back of his head. Much to Madrox’s horror, a new dupe is created, just as he threatened. The resulting spatter of blood sprays toward Guido, who is disgusted, and Longshot, who find it quite exciting. The newly-created dupe, covering in the blood of the man in whose body he was formed, holds his blood-soaked hand toward his progenitor, asking for a little help.

Spinning around, Madrox grabs his dupe by the shirt, and demands to know what did he do. Stoic, the dupe calls Madrox an idiot and replies that he saved his life. The man’d pulled out a knife from his belt. While he was trying to threaten him into spilling his guts, he was about to spill Madrox’s. Pointing out the unfolded knife in the dead man’s hands, the dupe orders the prime Madrox to keep his head in the game. When Madrox replies that this isn’t a game, the dupe rejoins that it is. Except it’s not about winning or losing, it’s about beating the game itself. Do that, and nothing else matters.

Having had enough, Madrox begins to reabsorb the dupe. In the process of merging, the dupe warns his creator that, sure he can shut him up on their… but not inside is head. Once the dupe is gone, Guido motions toward the blood-covered and asks Jamie about that one. Clearly disturbed by his predicament, the dupe tells Madrox that he really wouldn’t mind going away… For moments, Madrox considers doing so, his eyes showing his reluctance…

With a wave of his hand, he decides upon later. Monet begins to protest, but Madrox reiterates. He then instructs Monet to grab a guard and probe his mind. Find out where Darwin is. Rip is out of his cerebral cortex if you have to, but…

Suddenly, Madrox is informed by a voice that that won’t be necessary. Mr. Maru, the source of the voice motions to a host of Darwins, dozens in total. He wants Dawin? Take his pick.

Back at X-Factor HQ, Theresa asks Val what did she think was going to happen there? Did she think she was just going to voluntarily have off her baby to her? Calmly calling Theresa “Terry,” Val states that she has no desire to separate her from her child. She’s not heartless… Interrupting Val, Theresa orders Val not to call her “Terry” like they’re pals. She…

Looking downward to the floor, Val, now addressing her as Theresa (for which Theresa promptly states that that’s better), informs her that if she had to go to the bathroom again, she should have just said so. At first, Theresa does not under stand, but soon sees the puddle of fluid at her feet. “Oh... crap…” she mutters. “My water just broke…”

Characters Involved: 

M, Multiple Man, Rictor, Siryn, Strong Guy (all X-Factor)



Val Cooper

Agent Vangrowski

Unnamed O*N*E agent

Mr. Maru

Mr. Maru’s security forces

Darwins clones

Story Notes: 

Braxton-Hicks contractions are a part of the birth process where in the months prior to birth the muscles of the uterus prepare for the eventual process of giving. They are usually painless and are occasionally referred to as “false labor.”

“Tigers” refers to the Detroit Tigers, a Major League Baseball team based in Detroit since 1894.

While Val Cooper’s reference of the “Tangrettu” or “Meers” cases does not seem to have any significance, her citation of the “Anselmo case” does. In the 1980s detective show Moonlighting the “Anselmo case” was a running gag during the five seasons, whereupon characters would reference it but no details of the case were ever given. After the final scene of the series, a message stated onscreen that “the Anselmo case was never solved.”

Siryn’s father, Banshee, died in X-Men: Deadly Genesis #2. Though she was so informed by Cyclops in X-Factor (3rd series) #7, Theresa has to date refused to believe that he is really dead.

“General Pyrrhus” undoubtedly refers to King Pyrrhus of Epirus who fought Roman invading forces in 279 BC. Though he won the battle, Pyrrhus lost so many men that he is purported to have said “one more such victory would utterly undo him.” This story gave rise to the phrase “Pyrrhic victory.”

A dupe of Madrox’s nearly killed Darwin’s comatose father in his hospital bed in X-Factor (3rd series) #35.

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