X-Factor (3rd series) #45

Issue Date: 
August 2009
Story Title: 

Peter David (writer), Marco Santucci & Valentine de Landro (pencilers), Marco Santucci, Pat Davidson, Craig Yeung & Patrick Piazzalunga (inkers), Jeromy Cox with Nathan Fairbairn & Andy Troy (colorists), David Yardin with Nathan Fairbairn (cover), VC’s Cory Petit (letterer), Jody LeHeup (assistant editor), John Barber (editor), Joe Quesada (editor in chief), Dan Buckley (publisher), Alan Fine (executive producer)

Brief Description: 

Eighty years from now, Madrox, Layla and Ruby arrive at the abode of Victor von Doom. Though Victor believes his home to be an ornate mansion and himself to be faithfully served by his manservant, in truth he has fallen into hard times and only pride combined with an addled mind makes him believe otherwise. At first, Ruby believes that Doom, living in this squalor and condition, can offer nothing to them, but Doom surprises them all by intuiting their purpose for coming to him. Watching this scene from another location without the knowledge of those present is a wealthy man named Shaw and a man named Falcone, who is scientific advisor to the president. Irate at seeing the still-living Madrox, whom he had hired Cortex to kill, Falcone contacts Cortex eighty years in the past. However, Cortex is in the middle of mind-controlling Shatterstar and using his thrall’s skills to fight Guido and Rictor to a standstill. Unluckily for Cortex, Falcone refuses to wait for Cortex and, to get his attention, sends a pulse via their communication link, which inadvertently severs Cortex’s control of Shatterstar in mid-fight. Back in control of his own mind, Shatterstar is surprised to be in the presence of his old friend Rictor, whom he greets with a passionate kiss, much to the surprise of Guido.

Full Summary: 

(Eighty years from now…)

In an ornate, lavish room, a man clad in green sits at his piano, playing. Interrupting the man’s playing, another, clothed as a manservant, addresses him as highness and informs him that someone is there to see him. Yes, the man in green replies, referring to himself in the “majestic plural.” “We know. We spied them through yonder window. We considered obliterating them. It would have been remarkably simple, you know.”

Agreeing, the butler adds that it would have required scarcely more than a thought. He then states that, if he may, he believes he’s heard the master play the concerto number two better in the past. Addressing the butler as Winston, the green cloaked man informs his servant that he has a good ear. Their mind, he says, referring to himself in the majestic plural, is not on their Rachmaninoff today. Then asked by Winston if he shall tell the visitors to depart, that he’s not to be disturbed, the man in green tells Winston no. They have enough diversions these days. “Bring them in… so that we may bask in the presence of our inferiors.” Having now put on his green gloves, prepares to put on his next another raiment. His metal mask. The mask of Doctor Doom.

On the street below, Jamie Madrox, Layla Miller and Ruby Summers converse while they wait. Once again, Ruby reiterates that she thinks this is a bad idea. Jesting if that’s what she’s telling him, Ruby replies dryly that she is. Nice to know she’s telling him something. “Meaning?” she then asks. Meaning, Madrox replies, she and Scott have been giving him information in dribs and drabs. Passing comments, hints. Teases. He’s gotten used to it from Layla… It’s true, Layla interrupts. She’s a terrible tease.

The point is, Madrox continues, if he’s going to be of real help to them, he should know about the things that happened in the past. Their past, Ruby replies sternly, is his future. A little knowledge is a dangerous think and too much can be fatal. Her father and she didn’t ask for him to be there. Never wanted him there. Since he is… he’s to play things their way if he wants to make himself useful. Otherwise he can wander around on his own until some Sentinel decides to turn him into multiple mash.

Crossing his arms, Madrox begins to quip a response but is interrupted by Layla, who states that, as much as she’d love to see which of them proves to have more testosterone, they’re there. Entering the edifice, which is in complete disrepair, Ruby voices again that she still says this is as waste of time. To this, Layla rejoins that considering nobody asked her to come then why is she there? “Because…” she begins, “well… actually…” Turning to her, Madrox realizes aloud that she’s never met him, has she? Told no, he then deduces that she wanted to. Fine, Ruby replies. She’s curious. If he doesn’t like that, then shock him. Taking a moment to consider her phrase, Madrox wonders to himself what the hell kind of curse is “shock you?”

Having arrived to the door in question, the last in a long line of a hallway in ruins, Ruby moves to knock on the door. If they have to fight their way in, she tells the two, they should stay behind her. She’ll take point…

Hearing the knock on the other side, Winston asks his master if he is quite certain that… Interrupting, Winston’s master orders him to stop dallying and admit them to the presence. Doing ask ordered, Winston opens the door and greets the trio, waving them in. At the end of the room, sitting on a gilded throne is a man clad in a green cloak, draped over metal armor and mask. Speaking through his armored mouth, the man speaks succinctly. “What boon do you seek… from Victor von Doom?”


Shatterstar sweeps his right arm in an arc, swinging the two blades protruding from his wrist and slicing the right arm of Rictor, who had been ducking for cover. Yelling in pain, Rictor collapses onto the floor, but manages to prop himself up and regard Shatterstar, who towers above him, his two blades at the ready. “Shatterstar! What the hell…?!”

Before Shatterstar can deliver the killing blow, however, a gunshot rings out, its mark hitting Shatterstar in the torso. The source of the bullet is Father John Maddox holds the pistol in his hand. Yelling to Shatterstar that he’s warning him, he informs them that shooting people was never part of any skill set he wanted… but he’s starting to get rather practiced at it! So don’t make any sudden moves or he’ll have to… With a sudden move, Shatterstar uses his non-sword-wielding arm to toss a chair at Father Maddox, knocking him off of his feet and causing him to drop his gun.

Interesting Cortex notes, having witnessed this through the eyes of Shatterstar. The Madrox replicate did not itself replicate when struck. I wonder why. Sitting serenely on a park bench, his elbows resting on his knees while clasping his hands together and resting his chin on them, Cortex looks to all the world to be relaxing. Behind his opaque sunglasses, however, he calculates, analyzes and plots.

Considering this new fact, Cortex ponders that perhaps replication is like a muscle. If it remains unused, it atrophies. A Madrox replicate, if it goes for a long enough time, loses the ability to duplicate itself. Not that the fate of the duplicate is particularly important, but it’s an interesting fact to file away. You never know what’s going to be important in the future.

(the future)

Regarding the trio within his doorway, Doom notes to them that they stand and gape? “They” can readily understand why they would. Still, they do not have all day. Not only do they have affairs of state to attend to… but they are reasonably sure that the Fantastic Four will be attacking at any moment.

Her eyes wide behind her goggles, Ruby swears to herself. She’d heard that he… Her dad said that he was… but… it’s still hard to believe. “Yes,” Doom replies, “We are magnificent for mere mortal minds to grasp. You have our sympathies.” Now outstretching his hand to them, Doom beckons that they come closer, “supplicants.” Much as it pains them to admit… their eyes are not what they once were. Other than that, though, they remain that which they always have been. And, considering that all those who thought themselves vastly superior to them are long gone, and they are still there… there are none who can possibly deny… that the final triumph belongs to Doom.

As Doom revels in his greatness, Madrox, Layla and Ruby see the truth. Doom’s palace is a hovel and his golden throne a wheelchair. His faithful and impeccably adorned manservant is actually a robot, which is in a sorry state of disrepair. Doom has shed his regal raiment and powerful armor. Now he is a bald man whose helmet is a faceplate, held fast by leather straps. His robe is actually a tattered shirt, stained with bodily fluids. Upon his lap is an oxygen tank, providing life-sustaining oxygen via the nasal canal affixed to his nose. Hanging from a hook on his chair is a bag of fluids, which brings fluids to his arm via an IV. This is the true and present Doctor Doom.

(the present)

Though wounded, Rictor leaps to his feet long enough to propel himself away from Shatterstar’s latest swipe. Leaping for Father Maddox’s dropped pistol, Rictor tells his friend that, whatever’s going on, he needs to snap the hell out of it… or he swears to God he’ll shoot. Shatterstar takes a moment to regard the weapon Rictor has drawn upon him. With eyes glowing with a purple hue, he instructs Rictor to do it then. Seeing the pause, he tells Rictor that he heard him. Do it!

So instructed, Rictor pulls the trigger, his teeth clenched in what he must do. Half a moment later, however, Shatterstar’s reflexes have pulled his sword arm away from him in an arc which causes one of his blades to knock the bullet off course. Still holding the pistol at Shatterstar, Rictor’s face falls as he regards the shattered mirror into which Shatterstar’s blade had deflected the bullet. “Woah,” he nearly whispers.

Lowering his gun as he continues to regard the mirror, Rictor manages to utter “Dude. Nice move.” Having lowered his sword arm, Shatterstar thanks Rictor for the compliment. The moment is short-lived, as Rictor raises the gun once again and pulls the trigger. When nothing the sound of a KLIK is heard, Rictor tries in vain four more times. Echoing Rictor’s words earlier, Shatterstar smiles devilishly. “Nice move.”

With this, Shatterstar pulls his sword arm back, preparing for the killing stroke. Much to the swordsman’s surprise, the twin blades are now within reach of the massive hand of Guido, who holds them fast. Given a thanks by Rictor, Guido grimaces to the startled Shatterstar and replies that it ain’t nothing.

Quickly, Shatterstar tries to regain his advantage, kicking Guido in the stomach, as Guido’s own strength and grasp of his blade holds him up. However, Guido is prepared and tells Shatterstar that he doesn’t catch him flat-footed twice. As they scuffle, Rictor tells Guido that something’s wrong with him and not to hurt him. Regarding these words as he sees blood emerging from his iron-clad grip upon Shatterstar’s twin blades, Guido asks “Me… hurt him?”

Still, Guido decides to comply and, seeing Shatterstar draw back his free arm, his left, Guido encourages him to punch him some more. He’ll just make him stronger, so be his gue… Guido stops in mid-sentence and replaces the idea with aw crap upon seeing another set of twin blades emerge from Shatterstar’s left sleeve. Before they can be put to use, however, Guido tosses his foe upward, throwing him through the roof and outside.

Staring up through the newly-created hole in the roof, Guido notes to Rictor that, it ain’t like he don’t got muscle to spare, but that guy weighed almost nothing’! Rubbing his head, Rictor explains that his bones are hollow. Incredulous, Guido reminds Rictor that Shatterstar chucked him through a wall! How is he hollow? It’s… complicated, Rictor rejoins. He’s from another dimension. The same one Longshot’s from. To this, Guido replies that that’s some whack-job dimension, lemme tell ya. Ignoring this, Rictor tells Guido that Shatterstar’s got no reason to be like this. He’s one of the good guys. They’ve worked together. They’ve… this just isn’t him. They’ve got to find him. Find out why he’s doing this.

From elsewhere, Cortex looks through Shatterstar’s eyes, as he somersaults through the air, before gravity brings him back down to the earth below. His attention is interrupted, however, with a “Buddy. Yo, buddy.” It is a police officer, who stands next to Cortex’s body, sitting immobile on the park bench. Having drawn his baton, the officer points out that they have vagrancy laws around here and asks Cortex if he’s got somewhere to go. Because he can’t just sit around here all d…

The officer’s words trail as Cortex grabs the officer’s baton and plunges it into the officer’s chest. Please be quiet, he tells the mortally wounded officer. He can’t hear himself think. A moment later, the officer is dead, his body forward slung over the park bench to Cortex’s side. Noting the newfound silence, Cortex returns to his nigh-meditative position and remarks “That’s better.”

(the future)

Boldly, Layla Miller has walked next to Victor von Doom and stands almost at his side. She explains to Madrox and Ruby that, once upon a time there was a man named Victor and he was full of pride and very stubborn. And a friend of his tried to tell him that he was going to get into terrible trouble, but Victor’s pride refused to let him believe it. When the trouble happened, Victor’s pride made him think that his friend was responsible, because Victor always blamed the world for his short-comings. And as the years went on, he destroyed anyone who dared speak truth to power. But he was human, and heir to human frailties. He refused to believe that one of his intellect could become… addled. And no one was left to tell him otherwise. Eventually he became so addled that he lost all his power… his land… his greatness… everything… and he didn’t even realize it. Because armor can protect you from everything except yourself.

Sitting in all the regal splendor and magnificence that his mid can create, Doom regards Layla Miller and notes that that’s a tragic tale. Is it about anyone he knows? Placing her hand on Layla’s shoulder, Ruby remarks that this is a waste of time. Hearing this word, “time,” Doom repeats it. When Ruby begins to explain, Doom does it for her. They are there… because of time. They need to know of its manipulation. Of how it can be manipulated.

Taken aback, Madrox asks Doom how did he know, to which he replies that “she” told “them.” Asked who “she is,” Doom demands back if Madrox truly needs to ask. Grasping her hands in his, Doom tells “Miss Miller” that she will not let her go. When Madrox incredulously asks if that is a threat or a butchered song lyric, Doom replies that it’s hard to say. It depends upon his mood.

Oblivious to all present, the scene is depicted on a monitor screen. One of the two watching gazes upon Jamie Madrox and asks the other why is this man not dead? He died in the camps. Then, just to make sure, Cortex was supposed to have disposed of him again to guarantee that nothing like this could occur. So, he does not quite understand why he is looking at him speaking to some broken-down, exiled former dictator.

A dictator, my dear Falcone, the other man present begins, who remains the foremost living expert on time travel. His mind, Falcone replies, is little more than vanilla pudding. Playing with a chess piece, a queen, the other man replies that Von Doom’s mind at “little more” is still more than most of them on their best days. Addressed as “Shaw” and asked what does he suggest, Shaw tells Falcone that he’s the president’s science advisor. He doubts he needs him to give him guidance.

Informing Shaw that he’s right of course, Falcone touches the ear communicator and calls someone named Connie, who he informs that he’ll be needing a squadron of sentinels to be dispatched to Detroit immediately. Also, he needs to be patched through to Cortex, real-time link.

(the past)

Having moved outside, Rictor and Guido crane their necks skyward, waiting for Shatterstar to return to the ground. As Shatterstar’s body does so, falling through the branches of a tree first, Cortex is contacted from the future. Telling the voice, Falcone, to go away, that he’s busy, he is ordered, for him, to make time. In reply, Cortex notes that his attention capabilities are considerable, but not infinite. There are only so many places he can look at once. Now get the hell out of his head. Undeterred, Falcone presses, telling Cortex that he needs to speak with him about Madrox. “Go. Away. You. Flaming twit,” he replies.

As Cortex concentrates on forcing Shatterstar to attack, both sets of swords drawn, in the future Falcone informs Connie to send a pulse through the link to Cortex immediately.

Oblivious to Cortex or his allies, Guido is only aware of the multi-blade-wielding Shatterstar, who is running at he and Rictor full speed. Putting himself between Rictor and their attacker, Guido ignores Rictor’s cries for him to wait, stating that there’s nothing to wait for. It’s time to kick the shatter out of Shatterstar.

Even as the Shatterstar puppet approaches the hulking Guido, Cortex analyses his foe through a haze of purple. He is strong and his body appears resistant to damage, but he leads with his chin and his mouth is open. A sword thrust at a ninety-degree angle should penetrate his brain and render him… YAAAARRRHHHHHH!!!!! Cortex’s vision via Shatterstar’s eyes loses cohesion as Cortex doubles over in pain. Asked if by Falcone if he now has his attention, Cortex takes a moment to curse… and then replies that he’s all ears.

Back on Father Maddox’s property, Shatterstar also doubles over, halting his charge in the process. When Rictor pushes past him, Guido tries to warn that it could be a trick, but Rictor replies that it’s not. Crouching next to the previously homicidal swordsman, Rictor asks if he’s okay. Looking and acting as if he’s seeing Rictor for the first time, Shatterstar inquisitively says Rictor’s name. Yeah, it’s me dude, he replies, placing his hands on Shatterstar’s shoulders. It’s okay. Whatever happened, it’s gonna be fine. No worries. So comforted, the two men pull each other close, their lips locking in shared affection.

“Uh-kay,” a startled Guido mutters. “Didn’t see that comin’.”

Characters Involved: 

Rictor, Strong Guy (all X-Factor)



Father John Maddox

Police officer

Park patrons

(80 years in the future)

Layla Miller, Multiple Man, Ruby Summers

Doctor Doom

Winston, Doom’s robot



(Layla’s story)

Victor von Doom

Reed Richards

Story Notes: 

“Rachmaninoff” refers to Sergei Rachmaninoff, an 18th & 19th century Russian-born composer, pianist & conductor.

“Shock you” was the explicative phrase of choice in the Marvel 2099 series of books. Peter David is personally familiar with the phrase, having written Spider-Man 2099 for 44 issues.

Layla’s story of Victor and Reed Richards is the well known tale of Reed having discovered errors in Doom’s notes while looking over them without permission. Disbelieving that he could make a mistake and that someone else had caught it, Doom proceeded with the experiment, disfiguring himself in the process and ultimately being expelled from the university.

The apparent romantic relationship between Rictor and Shatterstar has been a longtime bit of fan speculation. While some interpreted their closeness as being more than friendship, others dismissed it as simply fraternal. This issue seems to put the question to rest.

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