X-Factor Annual #6

Issue Date: 
August 1991
Story Title: 
Kings of Pain - part 4: King of Pain (1st story), The Killing Stroke - part 3: Sacrificial Lamb (2nd story), Tribute The Third (3rd story)

First story: Fabian Nicieza (writer), Terry Shoemaker (penciler), Al Milgrom (inker), Brad Vancata (colorist)

Second story: Fabian Nicieza (writer), Steven Butler (penciler), Joe Rubenstein (inker), Mike Thomas (colorist)

Third story: Peter David (writer), Guang Yap (penciler), Joe Rubenstein (inker), Buccelato / Javins (colors)

Joe Rosen (letterer), Suzanne Gaffney (asst. editor), Bob Harras (editor), Tom DeFalco (editor in chief)

Brief Description: 

First story: X-Factor flies to Edinburgh, dimly aware that there is a mutant situation in Scotland. When they arrive, however, they are shocked to see that the city has been transformed into a series of geometrical figures, vaguely resembling people and places. X-Factor finds Proteus at the heart of the matter, and attacks, but finds their attempt to disable him futile, as Proteus easily dispatches each member. Beast finds out the hard way that Proteus is no longer allergic to metal. As they are defeated, the team is transported telepathically into Proteus’ mind, where they experience nothingness. Upon their return, they decide that there are two methods to help Proteus – either convince him to spend his life in a biomechanical shell, or commit suicide. In the end, despite Cable’s protests, Moira MacTaggert convinces Proteus to end his own life, and Proteus’ energy dissipates to the wind once more. Toad and Gideon reveal their reasons for wanting to resurrect Proteus, and toast their status as the Kings of Pain.

Second story: Outnumbered and outclasses, Pyro and Blob are surrounded by Desert Sword while on the other side of Kuwait City, Avalanche and Crimson Commando are dying at the feet of Sirocco and Aminedi. Pyro and Blob fight as hard as they can, succeeding in burning Veil to death. Avalanche and Crimson Commando narrowly escape with their lives, with Avalanche bringing the armless Commando to the lift point. Blob and Pyro almost succeed in defeating Desert Sword, but as they call for an evacuation, they find that the American force, led by Avalanche, has recognized the hopelessness of the situation. The Americans abandon Blob and Pyro in the heart of enemy territory, telling them to contact an American unit through the Kuwaiti resistance. Blob and Pyro are surrounded by the remaining members of Desert Sword. Several Iraqi helicopters close in on them. With few options left, they surrender.

Third story: Mystique is aboard a cruise ship to fulfill Destiny’s last request by scattering her ashes at sea at 10 pm precisely, and also has a letter from Destiny to open just before the ashes are scattered. The letter contains Beatles lyrics, a ring, and a photo. Raven remembers the day the photo was taken, when Destiny begged Raven to cheer up and be happy for once. Irene says that she will make Raven laugh if it is the last thing she ever does. Raven weeps as she throws Destiny’s ashes overboard, as she never did make her smile. However, a gust of wind kicks up, and the ashes fly back in Mystique’s face. She falls to the deck, cursing her luck, then realizes how silly it all is, and begins to laugh hysterically. Raven goes below deck, singing their song.

Full Summary: 

First story:
Edinburgh, Scotland:
X-Factor flies in the direction of Edinburgh to investigate the high level of mutant activity in the area. Cyclops tells his team that he hoped it would turn out to be an exaggeration, but as they look on at the remnants of Edinburgh, Beast says that the reports were understated. Below, Edinburgh is unrecognizable. What was once a great city is now a series of geometric figures and glowing energy, vaguely resembling shades of humanity. Iceman calls everyone to the communication device, as several superheroes are trying to contact them. Captain America, Red Guardian, and Captain Britain appear on the viewer, asking if the assistance of the Avengers, Excalibur, and the People’s Protectorate is needed. Cyclops says that if the reports are accurate, then he is the only one available who has ever faced this threat. Braddock warns them that they might be walking into their graves, but Jean says that they have determined that a quick strike is the best course of action. The superheroes bid X-Factor good luck, and sign off. Scott tells Beast to land the plane in the city center.

As the plane goes down, however, Archangel detects seventy-plus mph winds attacking the plane from all sides, and it quickly begins to rupture. Cyclops tells Jean to cover them quickly, and before they can eject, the plane explodes. Jean floats them all toward the ground in a telekinetic shield. Iceman stares at the landscape, and sees nothing remaining but moving hills and green geometrical figures. Scott orders Warren to check it out from the air, but to be careful. Warren sees a crowd of people, but Jean notices that they aren’t people anymore – they look like computer-generated facsimiles of people. Hank notes that there seems to be a very mathematical precision to the landscape. Iceman says that they won’t learn anything when it keeps moving.

X-Factor gets on Bobby’s ice slide, and they travel at a higher altitude. However, shortly after they begin moving again, the scenery begins attacking them. Cubes and spheres are flying out of the landscape, hurling themselves at the mutants. Cyclops and Jean do their best to protect themselves from the mess as Beast thinks he is being assaulted by his seventh-grade trigonometry book. Archangel sees a focal point of the activity ahead, but that all the danger is radiating from it. Warren says that so far, it isn’t dangerous and that everything appears as an obstacle. Jean lifts Cyclops off the ground, and the team approaches the focus point. Cyclops freezes at the sight, wishing he had been wrong.

The being at the center of the energy distortions addresses them. It says that they already know one of their mothers, Moira MacTaggert. The being says that their other mother is Erika Benson, but prefers to be called Harness. The being lifts both women up on pedestals at each side of it, wondering whether they should have arranged them in a biblical or political standpoint somehow. The being introduces himself as Proteus, a combined conscious of Gilbert Benson and Kevin MacTaggert.

Moira begins to explain to Cyclops what has happened to bring Proteus back, and Harness says that Proteus seems to be creating a gigantic math equation. Archangel flies overhead, wondering if he should attack. Proteus says that there is no need to fight, but he will tell Warren for them. Proteus uses his powers to turn Archangel’s wings into paper, sending him plummeting to the ground. Jean catches him with telekinesis, cushioning his fall. Cyclops retaliates by using an optic blast to tear Proteus’ throne apart.

Proteus tells Cyclops not to insult them. Gilbert and Kevin are the reality they stand in, and they cannot hope to stand in reality’s way with pointless combat. Iceman slides in, telling Proteus that pointless combat is what they do best. Bobby does his best to contain Proteus, covering the entire throne area with a mountain of ice. As Bobby finishes, Proteus appears behind him, telling Iceman that he can stop now. Proteus again uses his power, causing Bobby to melt into a lake, and think that he drowned himself. Proteus says that they are merely treating X-Factor as they would treat Proteus. Jean tells the monster that people are not his toys. Proteus mocks Jean’s lack of telepathy. Proteus forces her to relive her nightmare as Phoenix inside her head, telling her that they know Jean Grey inside and out now. Proteus invites Jean to look inside their collective minds. Jean begs for mercy, and cries at the thought of Kevin’s misery and Gilbert’s abuse.

Proteus says that Kevin was wrenched from his blissful eternity, and as a result, they are going to show Gilbert the same bliss that Kevin knew, this time by restructuring the world with a sense of mathematical order and logic.
Scott asks why Proteus feels the need to take the rest of the world out to show Gilbert peace. Beast straps on a pair of metal gauntlets, hoping that Proteus is still allergic to metal. Cyclops surprises Proteus with an optic blast as Beast rushes forward and hits Proteus hard with the gauntlets. Proteus lets Beast know that it won’t work this time, as his energy form can’t be damaged. He tells X-Factor that they failed, and that’s that.

Manhattan, New York, IDIC Headquarters:
The board members of IDIC Corporation, a dummy front for A.I.M., discuss what is to be done as a result of Proteus’ resurrection. They decide that since they were already paid by their respective clients, they will come out financially secure from the deal even though they cannot control the creature formed from two individual mutants. Harness’ armor, however, is a loss, but the woman inside it will be taken care of if she survives the incident.

Vail, Colorado:
Inside, the two benefactors of A.I.M. and Genetech continue their chess match. The tall man asks the short one, Mortimer, if he is prepared for the test of cunning ahead now that the queens are gone. Mortimer replies that he has always been the manipulated, never the manipulator. He relishes the role of chessmen. Who better to know the roles of a master than one who has been a slave? Mortimer puts the tall stranger in check. The tall man proposes a toast to themselves, the kings of pain.

X-Factor appears in the middle of nowhere, surrounded by absolute nothingness. They are not alone, however – X-Force, the New Warriors, and the Muir Islanders are all there with them, trapped in the void. They have been tending to their wounds, as Feral, Cable, and Boom Boom have all been shot by Harness.

Marvel Boy introduces the New Warriors to X-Factor, and recaps the situation for them. He tells them that they rushed to Muir Island to get Moira’s help with A.I.M.’s attempt to recreate Proteus, but were too late, as Piecemeal had already absorbed too much of Proteus’ energies and the two boys had merged into a newer Proteus being. Edinburgh exploded, and then all of the heroes involved found themselves in the void. Iceman asks Cannonball exactly where “here” is, and Domino says they’ve been arguing that point for some time, and they think they are locked in Proteus’ mind. Night Thrasher says that Proteus must have wanted to show them all exactly what it was like for him to go through life – Kevin was locked away as a child as his mother tried to find a way to help him, while Gilbert was beaten and abused his whole life.

Jean says that doesn’t make sense, as Proteus showed her what was in his mind: he wants to turn the world into a form of mathematical logic, as this is how he found peace when his energy was dispersed throughout the world. Beast asks why they are trapped in his mind now, as Proteus has no need to get them out of the way. Jean suggests that perhaps Proteus is trying to show them what life was like for him before. Jean says that she needs her telepathy to explain it further. Legion taps Jean on the shoulder and volunteers Jemail, his telepathic personality. The mentally unstable Legion begins muttering gibberish as he establishes a telepathic link between all of the heroes, and Jean explains that what they are seeing is Proteus’ energy, which took on forms of mathematical reason when it was dispersed throughout the globe. It made Proteus happy somehow.

Cyclops tells Jean to break the link with Legion, as he understands what needs to be done now. The heroes not used to telepathic outbursts crumple to the ground, sick to their stomachs from the experience. Cyclops says that if nothingness is what makes Proteus happy, then that is what they should try to give him. Night Thrasher says that the only way to do that would be to kill him. Cyclops says that he’s certainly too powerful to kill. He insists that the only way to make Proteus happy and save Earth is to convince Proteus to commit suicide.

Back in the remains of Edinburgh, Proteus continues playing with reality, expanding his geometrical manipulation of Earth beyond Edinburgh. Moira begs Proteus to stop, as he is playing God with all the people and not giving them a say in the matter. Proteus argues that Moira never treated Kevin any better than that, as Moira kept Kevin as an experiment. Furthermore, the evil witch called Harness did everything in her power to beat and torture little Gilbert Benson, so she deserves no better. Moira tells Kevin that she has prayed for his peace and forgiveness. Harness says that he has no right to continue to interfere. Proteus says that he will share the joys of nothingness with his mothers, just as they shared their pain with him.

Back inside Proteus’ mind, the heroes argue with the ethics of convincing Proteus to kill himself. Cyclops, Archangel, and Domino agree that killing him is the best way, as they need to save the world above all else. Beast, Cannonball, and Jean disagree, insisting that they are here to help mutants, not destroy them. Archangel says that they are dealing with two arrested personalities that have been tortured since childhood, and that they cannot wait for them to “come around” to a better way of thinking. Jean tells Warren that they waited for him to come around. Night Thrasher and Marvel Boy point out that everyone has experienced a measure of pain and abuse among them. Shatterstar and Feral insist that they need to get rid of Proteus – he doesn’t deserve special consideration if he can’t handle his own existence. Jean says that the fact that all of them have been through such pain with their mutant powers should give them compassion. Cable agrees with Jean, shocking Beast. Cable tells Beast that Hank doesn’t know a thing about him. Feral points out that even if they figure out what to do, they don’t have a way out of the mental prison. Everyone looks around blankly. Suddenly, a flash of energy surrounds them, and everyone is returned to the ruins of Edinburgh.

Proteus’ voice echoes in their heads, telling them that they have now felt as he felt, and asking what they have learned. Cyclops steps forward and says that they have found two ways to address the situation. Proteus laughs at this, as he is in control of the situation. Marvel Boy says that they don’t deny it, but they want to help him make the best choices for everyone. Jean says that there has to be a better way to solve his dilemma. Proteus screams in frustration, as he cannot rejoin humanity without burning away host body after host body. Namorita tells him that there has to be a way they can create a permanent host body for him. Marvel Boy says that he was recreated so that A.I.M. could use him as a weapon. Proteus sends shocks through the air, shouting that everyone wants to abuse him. Cannonball says that they have developed an organic shell-casing for him so he can live like a normal person. Proteus says that he would still be a freak and an outsider. Cable points at himself and shows Proteus his mechanical parts, telling the boy to look at each of them, and note that in one way or another, they are all freaks. Proteus finds this unacceptable, as it isn’t what he needs. Nova says that what he needs is a kick in the pants.

Cyclops tells all of the flying heroes to get up the mountain where Proteus has flown to continue reasoning with him – but to offer the suicide alternative if it fails. Scott says that he doesn’t like it, but it has to be done. Cable refuses to comply. Scott turns on Cable, and says that he doesn’t know what Cable’s problem is with Cyclops and Jean, but it’s time to let it go. Cable says that he let it go a long time ago, and to do what he has to do. Nova, Jean, Siryn, Firestar, Namorita, Cannonball, and Archangel fly to meet Proteus.

Above, Proteus begs his mothers for advice. Moira tells her son to go back to his place of happiness if he’s found it, but he has no right to impose it on everyone else. Harness tells Proteus to fight back, and use the power he has gained to show everyone who is in charge. Proteus tells Harness to shut up, as the flight team arrives. Harness tells Gilbert to kill them all. Proteus freezes in frustration, as Moira begs for her son to let go of this world and go to a better place. Edinburgh begins decomposing into geometrical figures again, and the heroes on the ground struggle to maintain composure. Jean asks Proteus what will make him happy, and Proteus responds that being normal is the only thing he wants. Marvel Boy says that they can’t do that for him. Jean says that they are too human to give him what he needs.

Proteus says that then he wants none of it – no more burdens of flesh and dreams. Jean asks if he is willing to let it all go then. Moira says that she wishes she could give Kevin the things he needed, but life isn’t the perfect structured order he wants to make of it. Harness complains that her son did nothing but take from her and make her miserable. Cannonball flies at Harness, screaming at her to shut up. Proteus stops Sam, knocking him back to the ground. Proteus says that for once, something is completely clear to him. The world, and reality as it is, is not compatible with Proteus or reality as he wants it to be. He bids his mothers good-bye, and says he is going someplace better. As he alters reality once more, making his own energy cease to exist, Edinburgh begins reverting back to normal.

Cable shouts that it shouldn’t be that easy. Jean says that they just couldn’t save Proteus from himself. Cable accuses Moira of being no better than Harness in not caring for her son. Moira cries - the influence of the Shadow King at the back of her mind - and states that she knows enough to say that she cannot give him what he needs. Cyclops says that maybe Proteus will find the happiness in death that he couldn’t find in life. Cable says that they’ll never know, since they all did everything they could to take the choice away from Proteus, and they will all have to live with it – but Kevin MacTaggert and Gilbert Benson had to die with it.

Manhattan, IDIC HQ:
The A.I.M. operatives watch a new telecast, showing X-Factor turning Harness over to the authorities. The executives say that they doubt Harness will talk, she will take the fall. A.I.M. has her other daughter, Erika, in custody, and that this girl is also a mutant. One man asks what the girl’s powers are, but she is only seven years old – too soon to tell. The chairman says that there is plenty of time to manipulate and prepare for next time.

Vail, Colorado:
The two benefactors finish their chess game in a stalemate. The tall stranger announces a draw. He says that he had wanted A.I.M. to mass produce Proteus robots in an effort to manipulate the world’s economies. The other man, Toad, had hoped Proteus would join the Brotherhood. Toad congratulates Gideon on a great gambit for both men. They pour a glass of wine and toast:

To the kings of life, the kings of death, and everything in between… to the Kings of Pain.

Second Story:
Kuwait City:
Blob and Pyro have their backs literally to the wall, as Arabian Knight, Veil, and Black Raazer are closing in to kill them. Meanwhile, Sirocco and Aminedi stand over the crippled bodies of Avalanche and Crimson Commando. Having already killed Reinhold Kurtzmann to keep him out of enemy hands, Freedom Force prepares to fight to the death in the hopes of escaping the Middle East.

Pyro uses his pyrokinesis to send a screaming eagle of flame toward the three members of Desert Sword, but Raazer and the Knight avoid it narrowly. Veil is not so lucky, and is engulfed in flames.

In another part of the city, Aminedi and Sirocco relish the thought of watching Avalanche and the Commando draw their last breaths, as the men were just obliterated by a minefield. Avalanche surprises the Iraqis, and gets up quickly, encasing them in a chasm of earth. Avalanche says that he may have had one foot in death’s door, but he won’t be stepping through today. He picks up the dying Commando and continues rushing to the main gate of the airport. Commando lost his arm over an hour ago, and is losing blood fast.

Veil is trapped in her own fog, burning up, and unable to find her male counterparts. Pyro sneaks up on her through the fog, and torches her body until she dies. Black Raazer and Arabian Knight both stick their swords into Blob’s hefty gut, but Fred picks both of them up and slams them into a wall, while the swords still remain in his body. Blob pulls out the weapons, and throws them back at the unconscious mercenaries. Blob and Pyro hurry toward what they hope is the evacuation site as Fred begins to bleed.

Sirocco and Aminedi break free of Avalanche’s prison, and see no sign of Freedom Force. Sirocco calls Raazer for assistance. Raazer reports that Kurtzmann is dead, as is Veil, and Arabian Knight is critically injured. He says that he is merely angry. The three remnants of Desert Sword continue the pursuit of Freedom Force. Sirocco contacts the Iraqi air force, and tell them to search the Kuwait City airport region for Americans, and to capture them or shoot down any planes taking off.

Avalanche speeds the Commando toward an American helicopter as fast as he can, but Commando is on the verge of death. They get on the chopper, and Avalanche reports that they don’t know the whereabouts of the remaining members. Pyro and Blob radio to the helicopter, giving a location and begging for a pickup. Unfortunately, the pilot says that they can’t do it. The Iraqi air force has swarmed in, and the Americans are unable to get any closer. Pyro reports that Kurtzmann is dead, and the pilot complains that they didn’t have the authority to kill him. The troops ask Avalanche for orders. One of the solderis points out that the longer they wait, the less likely the Commando who needs medical attention is to survive. With a stony face Avalanche decides that Blob and Pyro are not worth it. The helicopter returns to the American outpost.

On the ground, Blob and Pyro panic, looking for any way out of their predicament. There doesn’t appear to be any. A final transmission is sent across the communicator, telling them to contact an American cell via the Kuwaiti resistance. At that moment, Sirocco, Black Raazer, and Aminedi arrive, and order the two remnants of Freedom Force to surrender. Pyro asks Blob if they should make like Butch Cassidy and the Sundance Kid, and fight to the finish. Blob says no – but somebody is going to pay for their betrayal.

Blob and Pyro raise their hands and surrender to the Iraqi army.

Third story :
On board a cruise ship, Raven Darkholme stares blankly over the side with a somewhat miserable expression on her face. A man walks up behind her and says it’s a nice place to be cruising for chicks. Raven holds up an urn, and says that her best friend is already with her. The man is bothered by this revelation, and walks to the other side of the ship to hit on a different woman. Mystique pulls out an envelope, which is addressed to her with instructions to open it before she scatters the ashes at 10 pm precisely. Mystique opens it, and sees three things: a ring, a card with the second verse to “Oh-bla-di, oh-bla-da,” and a picture. Raven stares in awe at the photo of herself with Destiny, and remembers the day it was taken.

Some time ago, Irene and Raven were sitting in the same cruise ship’s lounge, when a photographer offered a photo of them. Raven refuses to smile for him, and threatens to hurt him when he offers to take a second picture. Irene tells her friend that the photographer was right – Raven is far too grim. Irene says she has never felt her smile or heard her laugh. Destiny touches Raven’s face and asks her to smile. Raven says that there is nothing to smile about. She says that Irene is lucky to be blind so that she can’t see the world they live in. She says that these people around her are consumed by false smiles and phony attitudes, and would turn on them in a moment if they knew what they were. Irene says that she insisted that they go on a cruise together so that they could relax and just be themselves for once. Raven says she’ll try it, and reverts to her natural blue form with red hair. A nearby steward screams in horror, and Mystique quickly turns back into her ball gown. The steward runs away, embarrassed and thinking that he is seeing things. Raven says that showing her true face for two seconds meant spilled drinks, where two minutes would have meant spilled blood. Raven tosses the picture she was just handed at Irene, telling her to keep it.

The ship’s host, Captain Kirk, walks up and invites Raven to dance. Irene pushes her friend at the captain, insisting. Irene walks upstairs to the deck. The ballroom is filled with the sounds of the Beatles, as a band is playing “Oh-bla-di, oh-bla-da.”

Later that evening, Raven comes to the deck and complains that Destiny knew that Raven didn’t want to dance with that man. Irene says that she hoped Raven would loosen up and enjoy it. Raven doesn’t understand – Destiny knows more than anyone what the world is coming to, and yet she still insists that Raven keep a positive outlook. Irene says that most people define their lives by their own mortality, seeing only how their lives are affected by their time on Earth. Destiny, however, sees all the threads of fate; she knows what has happened before her and what will happen. Raven asks why she really wanted this cruise, as there must be some sort of riddle involved. Destiny says that after she dies, she shall will her mother’s ring to Raven, and Raven will put it on in this exact spot. Destiny says that this is Raven’s future. Irene says that her death will eat at Raven, but not to let it. Raven storms below deck, telling Destiny good night. Irene tells her that she will make Mystique laugh, if it’s the last thing she does. Irene touches the picture again.

In the present, Raven reminisces about Irene, wondering why she thought that smiling and laughing was so important, and for that matter, why she never made her laugh. Raven counts the seconds until 10 pm when she will scatter the ashes. She cries out that Destiny will never get in her face or her hair again, and as the clock strikes 10, Raven flings the ashes overboard. However, a gust of wind kicks up at that moment, and the ashes blow right into Raven’s face. Raven groans in anger for a moment, then realizes that she looks silly, like a Three Stooges gimmick, and begins to laugh hysterically, with tears streaming down her face.

A couple approaches Raven, asking if she is alright. Raven looks at them and begins to sing “Oh-bla-di, oh-bla-da,” as she laughs and walks back to her room.

Characters Involved: 

First story :
Archangel, Beast, Cyclops, Iceman, Marvel Girl (all X-Factor)
Legion, Dr. Moira MacTaggert, Multiple Man, Polaris, Siryn (all Muir Islanders)
Firestar, Marvel Boy, Namorita, Night Thrasher, Nova, Silhouette, Speedball (all New Warriors)
Boom Boom, Cable, Cannonball, Feral, Shatterstar, Warpath (New Mutants / X-Force)
Copycat, posing as Domino

Proteus II

Genetech client / Toad
A.I.M. client / Gideon
Staff of A.I.M.

On X-Factor viewscreen
Captain America
Captain Britain
Red Guardian

Second story:
Avalanche, Blob, Crimson Commando, Pyro (all Freedom Force
Aminedi, Arabian Knight, Black Raazer, Sirocco, The Veil, (all Desert Sword)
various American soldiers

Third story:
crew and passengers on cruise ship
in flashback:
crew and passengers on cruise ship

Story Notes: 

This issue is the conclusion of the Kings of Pain crossover event of 1991. All Marvel annuals published from 1988-1993 were a part of one crossover or another.

In fact there are two crossovers involved in these issues, the second story “The Killing Stroke” is also concluded in this issue.

First story:
Proteus II is the amalgamation of two beings, Gilbert Benson and Kevin MacTaggert. Proteus II is one being with two separate consciousnesses as a result, and refers to itself as “we.” The heroes tend to refer to Proteus as “he” making things confusing.

Second story :
At the time the Crimson Commando was injured so horribly in the story, it was still considered to have Erik Larsen become the new X-Factor writer / artist (as opposed to the team of Peter David and Larry Stroman). Larsen intended to use the Commando as a cyborg in his version of X-Factor. When this fell through he used the character design for a newly created character of his own named Superpatriot in the pages of Savage Dragon and Freak Force.

Third story:
Destiny was killed by Legion in Uncanny X-Men #255.

Written By: