X-Factor (3rd series) #49

Issue Date: 
December 2009
Story Title: 

Peter David (writer), Valentine de Landro (penciler), Pat Davidson (inker), Jeromy Cox (colorist), David Yardin with Nathan Fairbairn (cover), VC’s Cory Petit (letterer), Jody LeHeup (editor), Joe Quesada (editor in chief), Dan Buckley (publisher), Alan Fine (executive producer)

Brief Description: 

Driving himself, Rictor and Shatterstar back to Detroit from Vermont, Guido finds he cannot help but express his discomfort at having learned of Rictor and Shatterstar’s past relationship. Learning from an offhand comment between the two that they would like to return quicker, Shatterstar utilizes a new ability to generate a portal through which Guido drives the SUV, instantly arriving in Detroit. They are soon met at X-Factor HQ by Val Cooper, who informs the trio of danger befalling their teammates at the Carlton Hotel. Immediately, the trio departs, but not before Shatterstar plants a farewell kiss on Val, much to the confusion of all. In short order, the trio have joined Darwin’s defense of Lenore against Cortex and have delivered a blow to their foe after Shatterstar severs Cortex’s right arm. However, the blow is less effective than anticipated, when Cortex regenerates his own arm – and then uses it to blast Guido. Cortex is but moments away from killing Lenore when he suddenly and inexplicably disappears via a portal, much to the surprise of all, including Cortex. Eighty years later, Madrox finds that he cannot revel in the latest victory of the Summers Rebellion. Figuring it out on his own, Madrox has Layla confirm that very soon the whole rebellion is fated to go badly. She goes further by informing him that the two of them, Madrox and Layla, will be the cause. Later, checking in on Doom, Madrox watches in shock as Doom activates a portal which summons Cortex from the past to the laboratory. However, to the shock of all, Doom informs Cortex that Doom has brought him there, overwriting Cortex’s command systems at the same time and thus bringing him under Doom’s control. Now exerting that control, Doom asks Cortex, ever so kindly, if he would kill all mutants.

Full Summary: 

(one hour ago)

Behind the wheel of their SUV as they speed along the interstate back to Detroit, Guido asks Rictor if he’s keeping an eye on Shatterstar. Replying that he’s sleeping, Rictor adds that he’s not going to cause trouble. Poor guy’s exhausted. Yeah, Guido agrees, trying to kill people really takes it outta ya.

Irritated, Rictor counters that they’ve been over this. Shatterstar wasn’t in his right mind. To this, Guido asks how do they know his right mind won’t go wrong again and he shoves those pig stickers through them while their backs are to him. At first, Rictor tries to reply but realizes he can’t. When Guido presses, Rictor turns around, snapping to Guido that he’s watching. Happy? Thrilled, Guido replies. Not, y’know, thrilled like he was obviously, but…

Glancing over to Guido, Rictor asks what that’s supposed to mean. Though told “nothing,” Rictor presses. No, he’s got something to say. Say it. When the stone-face Guido tries to reply that it ain’t none of his business, Rictor calls him on it. He’s skeeved ‘cause ‘Star kissed him. After Guido points out that he was kissing him back, Rictor asks what if he was. Haltingly, Guido replies that he just… he didn’t know. He means, he thought… Madrox said that he and Rahne were…

They were, Rictor interrupts. Incredulous, Guido states that now he switched sides just ‘cause she took off? It didn’t happen overnight, Rictor rejoins. Besides, Shatterstar and he were involved long before Rahne and he were. When Guido then begins to ask if he’s always been… Rictor interrupts. “You have a problem with that?” No, Guido quickly replies. No, no problem! Absolutely no problems. No problem at… Pausing a moment, he admits a small problem, happy? He means, it’s just… he never said. Told that he never asked, Guido replies “oh right” incredulously. How do ya see that conversation goin’? “So I was just wonderin’, for no particular reason, if ya swing both ways.”

At just this moment, as the SUV drives beneath an overpass, a man has leapt to his death. However, reacting with strength and precision, Guido reaches out through the driver’s side window and grabs him, preventing the imminent suicide. Already confused by his lack of immediate death, the exasperated man hears Guido’s question to Rictor if he “swings both ways” and immediately replies in the negative, affirming that he’s straight. But his… his girlfriend dumped him and…

“Wasn’t talkin’ to you,” Guido replies to him. Then asked who they are, Guido replies that he’s the guy’s guardian angel and the passenger is his fairy godmother. With this, Guido warns the man not to try this again or they’ll come back and kick his butt. So warned, the man is tossed by the one arm of Guido over the width of the SUV, across the other lane and into the green on the other side. Though landing hard, the man quickly raises himself to his knees and waves to the strangers who saved him, promising that he won’t. He swears!

Back in the SUV, Guido notes that that was totally random, only to have an angered Rictor repeat “fairy godmother?” Seriously? Told it just came to him, Rictor rejoins that he bets. Look, Guido continues, moving back to their subject, what a guy does… who he is… It’s his business. Then asked why does he care why he didn’t bring it up, Guido replies that he doesn’t know. So he doubles his chances on date nights. Yipee. Ain’t his concern.

Entering into the conversation, Shatterstar notes that Guido seems rather concerned, causing Guido to lament that the peanut gallery is weighing in. He thought he was sleeping. When Shatterstar explains that he was in a contemplative state, actually, Guido quips that he hopes it wasn’t California. They’ve been giving guys like them a rough time lately.

Learning to the back seat, Rictor instructs Shatterstar to ignore Guido and asks if anything is clearer to him. Replying none, Shatterstar apologizes. He had traveled back to his own world, his own time, only to find things there changed. And not for the better. Various things happened there. Too much to go into the moment. Good idea, Guido replies, save it for the miniseries. When Rictor questions the statement, Guido replies “nothing.” Just thinking out loud.

Continuing, Shatterstar explains that he was in his way back there because… well, honestly… because of him, Rictor. He just… his thoughts kept returning to him, to their friendship. It meant a great deal to him. And, while he was traveling between realms… he encountered something. Something that was also traveling. And all he heard in his head was “Cortex,” and the next thing he remembers was snapping out of it after fighting him.

Placing his hand over Rictor’s, Shatterstar apologizes if he hurt him in any way. After Rictor replies that it’s no big deal and not to sweat it, Shatterstar adds that if he had done him permanent damage… killed him, or worse… “Or worse?” Guido chimes in, glancing at back via his rear view mirror. What’s worse than killing him? When Shatterstar replies that he’d be surprised, Guido rejoins that this seems like his day for surprises… Next to Guido, Rictor rolls his eyes, declaring that this is gonna be a long drive home.

Considering Rictor’s words, Shatterstar asks if they wish to be home sooner, to which Rictor replies “sure” and “why?” Envision home, Shatterstar instructs him. Think of home. Is he thinking of home? Taking his eyes off the road long enough to glance back, Guido asks if this is gonna be a whole Dorothy riff, ‘cause if so, that’s a little too on-the-nose. Promptly, Rictor tells Guido to shut up and then informs Shatterstar that he’s doing it. So told, Shatterstar tells Rictor to open the sunroof. When he is then told that the car doesn’t have one, Shatterstar replies that that’s not a problem and unsheathes the two sword previous hidden in his left sleeve.

Before Guido can warn him otherwise, Shatterstar cuts a hole in the roof of the SUV and proceeds to rip it enough for him to stand through. As he works, Guido sulks, belaying Rictor’s remarks that it’ll be fine by remarking that he’ll see how fine it is the first time it rains. Ignoring the two, Shatterstar yells to Guido just to keep the car going, no matter what he sees. Good, Guido replies, ‘cause if he spotted cop lights behind them, he was gonna floor it anyway. Positioning himself to face the direction the SUV is traveling, Shatterstar unsheathes his right arm’s blades and then crosses both pair in front of him. Looking forward, he instructs Guido just to stay straight. Below in the cabin, Guido quips that the ironic phrasing just keeps coming, a remark which increases the growing ire of Rictor.

A moment later, however, the attention of both Rictor and Guido are on something they see ahead. When Guido asks if Shatterstar has ever done that before, Rictor replies not to his knowledge. Up above, still in position, Shatterstar yells that he said to keep going. His eyes peeled on the giant, luminous X which has appeared in their path, Rictor calls out the name of Guido, who tells him it’s Rictor’s call. Does he trust him? Yes or no? Told to do it, Guido continues on the path, instructing his passenger to click his heels three times.

A moment later, the SUV and all three passengers emerge from a corresponding giant, luminous X. Yelling Out-freakin’-standing! Guido announces that they’re back in Detroit. Great job! Having returned to the cabin, Shatterstar replies that he’s happy he’s please. Smiling broadly, Guido adds that the money they saved on gas will help t’fix the roof! And boom! They’re home t’boot!

“It’s about bloody time,” states Val Cooper to Guido’s exclamation. Spotting her standing on the porch of their house/headquarters, Guido asks if she has a home. Or an office. Maybe a job? Carefully descending the steps to the walkway, using her cane in the process, Val asks Guido if he wants to trade imagined barbs? Or does he want to save the lives of his teammates? As Guido begins to question, Val interrupts, explaining that she can stand there and yammer, or they can get their butts over to the Carlton Hotel. Does he know where…? Yeah, he knows, Guido interrupts.

Spotting Shatterstar emerging from the SUV, Val asks who the hell this is. Providing his name as he walks to her, Shatterstar clasps Val’s face with his hands and surprises her with a kiss. As she reels from this inexplicable act, Shatterstar turns and vaults over the SUV, proclaiming to Guido and Rictor “Come gentlemen! Let us away!” As they both resume their places in the front seat, Rictor fumes at Shatterstar, while Guido remarks that this just gets better ‘n better. “Whoa,” Val finally states, her eyes still wide-eyed in shock. “He’s got a bright future.”

(eighty years from now…)

In the midst of the battle, the full force of the Summers Rebellion against the Sentinels, Madrox ponders their position. For no particular rhyme or reason, the Sentinels attached Philadelphia. They were ready for it because Layla gave them the heads-up. Presuming you can count “I’m really, really in the mood for a quality cheese steak” as a heads-up, because that’s just how she rolls. He keeps wondering why? Why are they there? What’s the Sentinels’ end game? Ruby and the others… they don’t care. They’re all about smashing down Sentinels wherever they pop up… like giant robot whack-a-moles. They celebrate each victory… and slap each other on the back, and congratulate themselves… because after year upon year of being under siege… they’re so happy to begin a day by not waking up dead… that they don’t question anything else. But for him… asking questions is an annoying habit.

As the rest of the Summers Rebellion revel in their latest victory, James Madrox cannot bring himself to join them. Lowering his head in realization, he states, more than asks Layla that it’s all going to turn to crap, isn’t it? And sooner rather than later. Given an abrupt “yes,” states that there is nothing he can do to stop it. Then told no, his mind leaps to the next. He’s the cause of it, isn’t he? Told one of the causes, yes, Madrox becomes exasperated. Why did she bring him there? Because, Layla replies, her blue eyes staring into Madrox’s, she’s the other cause. And misery, she then adds, lovingly touching Madrox’s chin, loves company.

Back at his makeshift laboratory, von Doom is assembling a device when he finds himself addressed by Cyclops. Seeming not to recognize him, he asks the newcomer’s identity and is told “Cyclops.” He wishes an audience with him? Doom then asks “Mr. Clops.” Told not to call him that, Doom rejoins that reminds Cyclops that he is his inferior. Calling him “Sy” would be inappropriately familiar.

At first, Cyclops tries to explain, but tells Doom never mind. Changing subjects, he informs Doom that Madrox told him that he could locate the key to their “problem.” Not a key, Doom replies, a lock. A “Doomlock.” The device, Cyclops continues, that Madrox said Doom created that enables people to change the past… “And our future,” Doom adds. What he’s wondering is, Cyclops continues, how could someone else have gotten access to this tech? Who else could have it? Still working on his device, Doom replies “Doctor Falcone.” Asked if he means the president’s science advisor, Doom confirms. Then asked how would he have gotten it, Doom answers simply that he gave it to him.

Taken aback, Cyclops emphatically asks Doom, whose gaze continues to be locked onto his labor, why the hell did he do that? To this, Doom replies that it suited him. When Cyclops begins to reply, Doom interrupts, stating that that is none of Summers’ concern. And he would be well-advised to mind his tone. Hearing the name, Cyclops’ eyes begin to glow and repeats his own last name. Does he know him? Cyclops asks Doom. Not hearing a reply, he tries to get Doom’s attention again. “Von Doom… Doctor… what’s going on?”

Finally turning to Cyclops’ direction, Doom clasps his hands together on his lap. As he told Cyclops’ daughter, he begins, he has his moments of… lucidity. His good days and his bad days. The good days are not as good as they once were… but are increasingly valued as the bad days become worse. Look at them, Doom continues. They are relics of a more elegant time, the two of them. Before wars and government acts muddied the waters. They stood for something once. He, the use of power for personal gain, since who else but he is entitled to benefit from his efforts. Cyclops and his ilk, using power for the benefit of the commonweal. Yet the commonweal despised them both… and Cyclops more than he. Does he know why?

“Because people are idiots?” Cyclops replies. Because, Doom counters, they understood him. He was the villain. The selfishness, not altruism, is the default moral stance of humanity. Cyclops and his ilk met their suspicions with altruism and since they could not understand it, they hated them all the more. That and… well, because people are idiots.


Though his right hand and forearm lie on the street before him, Cortex seems nonplussed. Addressing the members of X-Factor who stand before him – Darwin, Rictor, Guido – as well as Shatterstar and his target of interest Lenore, Cortex is more annoyed than anything else. This is absurd, he tells them. They are all protecting her and they don’t have the faintest idea why. Has it occurred to them that there’s a good reason for her to die? Standing the closest to their foe, Darwin replies that he can honestly say it never crossed his mind, to which Rictor adds “me neither.” Feeling the need to answer as well, Shatterstar adds that he actually has yet to be introduced to her, but…

Stopping in mid-sentence, Shatterstar’s eyes go wide with recognition. “Wait, it’s… you!” he states. He is the one who took control of him! He’s the one who nearly caused him to kill Rictor! Quickly unsheathing the twin blades in his right sleeve, Shatterstar bears his teeth and yells “I’ll cut you to death by inches for that!” However, before Shatterstar can move but a few feet, his ankle is grabbed by the severed, yet not inert hand of Cortex, causing Shatterstar to fall to the street.

Having not moved at all, Cortex explains that he wants them to understand that this has been entertaining. A bit of old home week. Some part of him… the old part… even admires them. Has a deep fondness for them. Wants to give them a sporting chance. With this, the stump of Cortex’s arm begins to extend, becoming a mass of tendrils which grow in length until it reaches the original length of Cortex’s arm… and transforms into a completely regenerated limb. Seeing this, Rictor repeats “sporting chance,” causing Cortex to ask if he doesn’t understand. He could have gone back to before he was born. Killed Lenore’s mother while she was still a child. Render it all moot. But where’s the fun in that? The challenge? Where is the opportunity… to annihilate every damned one of you!

Having seen the regenerated hand of Cortex beginning to glow, Guido leaps before the group, ordering them all to get behind him, just before Cortex punctuated his statement with a blast of energy from his palm. Half a breath later, Guido yells in pain, his body taking the whole brunt of the blast.

(eighty years from now…)

As she enters his laboratory along with Madrox and Fitzroy, Ruby asks Doom where her dad is. They told her he was in there. She was misinformed, Doom replies. Now then, Madrox, he begins, changing the subject, he was interested in retrieving the Doomlock. When Madrox replies that that was his hope, Doom interrupts “and hope springs eternal.” With this, he calls to his robotic manservant Winston, who replies with a “Yes, my lord” and activates a consol.

A moment later, a square on the floor which had been glowing begins to shine brightly. Watching it intensely, Madrox notes to himself that he wasn’t sure that Doom could do it. And even if he could… he thought it would take Doom much longer. This is wrong. This is spinning out of control. Or worse… it was never in his control to begin with.


“Guido!” yells Darwin as he kneels next to his fallen teammate. Nearby, Shatterstar is likewise waylaid, the severed arm of Cortex having moved itself to Shatterstar’s neck, which it is now strangling. “These are your final defender then, dear?” Cortex mocks Lenore, whose only remaining protector is the powerless Rictor. Her emotions overwhelming her, Lenore screams at the top of her lungs GO AWAY!!!

A moment later, much to the surprise of Cortex, he finds himself engulfed in a portal and, a moment after that, he is gone. Wow, Darwin smiles to Lenore. What else can she do? Still hiding behind Rictor, though the threat having disappeared, Lenore rejoins that she didn’t even know she could do that.

(eighty years from now…)

Emerging from the portal, Cortex finds himself in a makeshift laboratory. Cursing silently as his eyes go even wider and his jaw drops, Madrox recognizes the new arrival as one of his dupes. But what the hell happened?

Greeting the new arrival, Doom introduces himself and announces that he brought Cortex there. He then states that he believes that he will find that, while in transition, his technology has overwritten his command systems. Cortex is taking orders from him. Now… so that they will not continue to confuse the commonweal by serving it… he would be most appreciative… if he would kill all the mutants.

Characters Involved: 

Darwin, Rictor, Strong Guy (all X-Factor)


Val Cooper



Man on the bridge

(80 years in the future)

Multiple Man

Cyclops, Trevor Fitzroy, Hecat’e, Layla Miller, Ruby Summers (Summers Rebellion)

Doctor Doom

Winston, Doom’s robot

Omeganoid Sentinels


Story Notes: 

Guido’s quip about California refers to the passage of voter initiative “Proposition 8” in 2008, which restricted the definition of marriage and thus overturning California Supreme Court’s decision earlier that year which had effectively legalized it.

Guido’s “Dorothy” comment refers to the slang phrase “friend of Dorothy,” a euphemism for a gay man and, of course, to the “Wizard of Oz” novel and film whee Dorothy wishes to return home.

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