X-Factor Forever #3

Issue Date: 
July 2010
Story Title: 
Unexpected Host (first story) - The Apocalypse Journal, part III (second story)

First Story: Louise Simonson (writer), Dan Panosian & Eric Nguyen (artists), Dan Panosia (cover artist), Jim Charalampidis (colorist), Dave Sharpe (letterer), Jeff Powell (production), Jordan D White & Mike Hurwitz (assistant editors), Mark Paniccia (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher), Alan Fine (executive producer)

Second Story: Louise Simonson (writer), Aluir Almandine (penciler), Terry Austin (inker), Dan Jackson (colorist), Jordan White & Michael Horwitz (assistant editors), Marc Paniccia (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher), Alan Fine (executive producer)

Brief Description: 

First Story:
X-Factor are confused by the arrival of a Celestial, and make their way to Ship after making sure Trish Tilby, Charlotte Jones, Opal Tanaka and the children are safe. Manhattan begins to flood, thanks to the Celestial, luckily other heroes are on hand to aid X-Factor’s loved ones, and the many defenseless civilians, while X-Factor make their way to Ship to find out what is going on. They find that Ship has been broken in to - and that their arch-enemy Apocalypse is responsible. Caliban battles X-Factor as they try to make sense of what is going on. Apocalypse speaks of the Celestials, Eternals and Deviants, before Marvel Girl and Cyclops manage to injure him, before he unleashes a gas on X-Factor, and steals baby Nathan Summers from them. They manage to follow Apocalypse out of Ship - where another Celestial, Arishem the Judge - has arrived!

Second Story:
Dealing with the consequences of the Second Celestial Host, Apocalypse set about encouraging war after war after war throughout the centuries, each time of peace would then later result in more war. Ship also began resisting Apoclaypse’s control over him, so Apocalypse set up a headquarters deep beneath the Himalayas. As the world industrialised, Apocalypse discovered the last of the descendants from Atlantis, a boy called Nathaniel Essex. Apocalypse teleported him to his base, and offered to turn him into his apprentice, and a master of men. Nathaniel accepted the offer, dubbing himself Mr Sinister.

Full Summary: 

First Story:
Midtown Manhattan. ‘A Celestial!’ Warren “Archangel” Worthington exclaims, while Jean Grey a.k.a. Marvel Girl asks Scott “Cyclops” Summers to take the baby, as their powers repel each other. Jean telekinetically lowers herself and Cyclops to the ground, while nearby on an ice-sled, Bobby Drake a.k.a. Iceman calls out ‘Opal!’ concerned for his girlfriend, he asks where Opal and the others are. Hank McCoy a.k.a. the Beast replies that Trish took them all down a side-street, so they should be safe enough. ‘We, however, may be about to receive the proverbial shaft!’ Hank declares.

Manhattan is an island of skyscrapers. It’s tallest building was once the Empire State Building. Now, X-Factor’s headquarters, the Celestial artifact called Ship, looms over that towering edifice. But even Ship is dwarfed by the massive figure that materializes above Manhattan’s Upper Bay, ten times as tall as Ship - and a thousand times more deadly. The Celestial - Gammenon the Gatherer - extends his massive staff out over the bay. ‘Weren’t these self-styled space gods supposed to not show up for another thousand years?’ Bobby asks. ‘Must have something to do with the encoded data Ship’s been transmitting’ Hank suggests.

‘And we’ve told ourselves it didn’t matter - idiots!’ Cyclops declares, to which Jean points out that it isn’t like they could have done anything to stop it, before Archangel alerts everyone: ‘The Celestial’s about to….splash down!’ he exclaims as the Celestial moves, stepping into the water. On the streets nearby, ‘A tidal wave!’ a young boy calls out. ‘I see it, son! Run!’ a Police officer exclaims, while nearby, X-Factor’s loved ones - Opal Tanaka, Trish Tilby and her adoptive daughter Priya, Detective Charlotte Jones and her son Timmy - all run for their lives.

Cyclops asks his friends what they are doing, exclaiming that they need to get to Ship, but Archangel declares that they need to get to Chinatown, as it is about to get away in case he hadn’t noticed. Suddenly, the Fantastic Four arrive on scene. ‘Hey, snowball! What the heck is going on here? Reed said his alarms were going off like crazy - but holy!’ the Human Torch gasps. ‘Why don’t you ask the jolly gold giant! It’s his party!’ Iceman retorts as he creates his ice-sled to move up towards Mister Fantastic and the Invisible Woman in their hovercraft.

‘Our Ship’s a Celestial-made device, Reed. We need to talk to it but this disaster -’ the Beast tells Mister Fantastic, who tells the Beast to go on as they can deal with the chaos, and he extends his arm downwards to help a civilian onto a roof. ‘Even if we can’t do much against a Celestial maybe your Ship can tell us why it’s here’ Invisible Woman suggests, before creating an invisible platform which lifts a couple of civilians to safety. Down below, the Thing lifts a car up above his head. ‘”We’ll deal with this chaos”! Easy fer you ta volunteer, stretcho! I don’t see you lifting any car!’ he exclaims, while he tells the civilian near him to run faster.

Nearby, Timmy exclaims that Warren said that thing is a Celestial, and asks the others whata Celestial is. Opal explains that it is an alien space god, supposedly very powerful, and that Bobby told her the Celestials judge worlds, whatever that means. As water rises around their ankles, two mobile phones ring - Trish answers hers first. ’What? Yeah, of course it’s Trish!’ the renowned reporter exclaims. ’Good grief!’ Charlotte declares. ’I know this is news, Paul, but I have my kid with me, I can’t just -’ Trish begins, while Charlotte tells the person calling her that she knows it is flooding, and that she is now up to her thighs in the water. ‘You’re calling in the precinct, good, but Timmy’s here -’ she begins, before telling her caller to hold on a minute. Everyone looks up, to see Spider-Man and Thor above them. ‘You ladies seem to be in hot water!’ Spider-Man exclaims.

‘More like cold, wet and nasty!’ Opal exclaims, before motioning to her building and asking the heroes if they can transport them up to the roof. ‘Gladly! Tis not meet that women and children should face such peril unaided!’ Thor declares. Moments later, Trish, Charlotte, Opal and the kids all wave at Thor as he takes off, after dropping them on the rooftop of Opal’s building. ‘Thanks, Thor!’, ‘Spider-Man. Wow. Awesome. Thanks!’. While Opal tells Charlotte and Trish to leave their kids with her while they report to work. ‘Yeah, Mom, go on. Don’t worry, I’ll help Opal with little Pryia’ Timmy tells his mother, before motioning to the Celestial and exclaiming that when people see the giant in the sky they might panic and need cops. ‘Oh, wow! Look! Iron Man!’ Timmy exclaims, distracted as Iron Man flies past them.

‘I guess everybody wants to help…any way they can!’ someone exclaims, while down below, several heroes have rescued civilians and their pets - Captain America! Valkyrie! Hulk! Medusa and Lockjaw! Power Man! ‘The gods faced Celestials once. They were…terrible’ Valkyrie declares. Holding up people in her hair, Medusa tells Valkyrie not to scare the people, for now that giant is just standing there, posing no immediate threat. ‘If it does, then Hulk will smash!’ the Hulk boasts.

X-Factor are still making their way to their headquarters, and holding onto his son, Cyclops remarks that Mister Fantastic is right, that there are plenty of others to deal with the crisis below. ‘Let’s get to our Ship! We need to focus on figuring out why the Celestial has come home!’ Scott exclaims. Moments later, they arrive at the high entrance to Ship. ‘Holee! Ship’s been attacked!’ Archangel exclaims. ‘Ship! Are you all right?’ Marvel Girl calls out. ‘No answer. Did the Celestial do it? Just…switch Ship off?’ Bobby asks. The Beast declares that he doesn’t know, but that something has killed the power, only the Celestial didn’t rip a hole in Ship’s side - someone else did that. Cyclops points out that it is pitch dark inside, with not a sound, that everything is off-line. ‘Hold on!’ Beast exclaims, and pulls some flashlights from a compartment. ‘When Ship began to malfunction, it created flashlights, just in case’ he explains.

Hank shines a flashlight inside Ship, while Iceman points out that they knew Ship was concerned about those malfunctions, and the mystery data analysis program the Celestials had activated. ‘We should have listened!’ he exclaims. ‘Oh, poor Ship. What a mess!’ Jean exclaims when she sees the destruction up ahead. X-Factor make their way through the corridor, and Hank examines the damage, telling his friends that Ship fought the intruder with everything it had, all the way down this corridor and beyond. ‘You guys thinking what I’m thinking?’ Archangel asks. ‘Switch on your force bubble, kid! Something tells me you’re going to need it!’ Beast remarks to Christopher.

An instant later, Hank’s torch shines across the intruders - their greatest foe - Apocalypse - and his lackey, Caliban, their former ally. ‘X-Factor. I hereby return your Ship…somewhat the worse for wear!’ Apocalypse announces. The uber-mutant boasts that he has learned everything he can from the traitorous Ship that has tried to destroy all that he has accomplished. ‘You say that like it’s a bad thing’ the east jokes, while Archangel exclaims ‘Why are we talking to that monster?’ and shouts ‘Die, Apocalypse!’ as he unleashes a barrage of razor-sharp feathers at his former master - but Caliban lunges at Archangel: ‘Enough!’ he shouts. ‘Do you think our maker is such a fool that he would give you blades that could harm him or his Hell-Hound?’ Caliban asks.

‘Yeah? Well he didn’t make this!’ Iceman exclaims as he covers Apocalypse in a large mound of ice. ‘Impressive, boy…in its way’ Apocalypse admits, before smashing through the ice with ease. ‘Beast! You, at least have a mind! A Celestial was coming. This Ship was its artifact. I had to know what it had done to lure its master here!’ Apocalypse explains. ‘Ship called the Celestial?’ Jean asks. ‘Not deliberately, I think’ Scott tells her, while he holds his son. ‘And you gor your answer, Apocalypse, so why stick around? Why are you still here?’ Scott asks. ‘Because Ship’s revelation affects you as much as it does me!’ Apocalypse announces.

Still struggling with Caliban, Archangel tells his friends not to listen to Apocalypse, as it is a trick, he is a demon, the master of lies. ‘You will show our creator respect!’ Caliban shrieks, before throwing Archangel across the room, where he crashes into Iceman. Cyclops unleashes an optic blast at Apocalypse, who remarks ‘What passes for truth is less about what is said, than about what people choose to believe’ Apocalypse exclaims. Jean announces that Iceman and Archangel have been taken out, to which Scott tells Apocalypse to call off his Hound, otherwise they will muzzle him.

Apocalypse deflects Cyclops’ optic blast into a wall, causing Ship to make a strange noise. ‘Do you hear that? Ship has already begun to mend the damage from our fight. In approximately 2.8 minutes it will be back on-line. Ship’s true masters may be displeased by my interface, so I must be gone by then!’ Apocalypse declares. ‘Got it!’ Jean exclaims as she telekinetically deflects the rubble which Ship has extracted from itself, while Cyclops protects his son, wrapped in his protective bubble. The Beast asks Jean to toss the rubble to him, and he catches it when she does, before Hank exclaims ‘Hey, Caliban! Catch!’ and throws the rubble at Caliban, who is choking Archangel.

Caliban is knocked backwards, while Apocalypse exclaims ‘Here is the truth that I would have you know! Long ago I viewed the work of the Celestials and learned of their genetically enhanced creations the Eternals and the Deviants. They had been given special powers while humans were kept as controls in the experiment, as helpless weaklings. I knew then that I had to become as a Celestial - a god - and force humanity to join the powerful, or face destruction’ Apocalypse explains. While the Beat lunges at Caliban, whom Iceman traps in an ice-mound, Apocalypse declares that he worked to promote the rise of mutant kind, for he was what humanity could and would, in time, become.

‘I decimated the marauding Deviants and protected my own kind, humankind, as well as I could until they became viable through sheer force of numbers. ‘Still loves the sound of his own voice, doesn’t he?’ Cyclops remarks. ‘Still trying to convince us he’s done us a favor by attacking us’ Jean declares, before suggesting ‘Fastball Special? Variation 31?’. Scott agrees that it might slow Apocalypse down until Ship revives, so Jean takes flight, while Cyclops blasts upwards, ‘We’ve heard it all before, Apoclaypse. How you encouraged war throughout the ages because war encouraged innovation!’ Scott exclaims, before his optic blast strikes a large beam above him, which Jean grabs with her telekinesis.

‘Burgeoning technology creates poisons that interact with the human genome, forcing adaptations. The atomic age emerged, and my work finally saw fruition…in you, and in others, humanity has begun to mutate in earnest’ Apocalypse declares, before the large concrete beam lands on him, courtesy of Scott and Jean’s teamwork. ‘Well played, Cyclops’ Apocalypse remarks, while Cyclops once again shields his son from any harm. Apocalypse pushes the concrete pillar upwards, while announcing that the mutant hunting Sentinel X-Factor faced can no longer distinguish mutant from human. ‘The seed of mutantkind has taken root, but its branches are barren’ Apocalypse declares as he throws the pillar at Cyclops - who blasts it with an optic beam, shattering some of it.

Jean flies towards them, and telekinetically diverts the remainder of the rubble, while asking Apocalypse ‘Barren? What are you talking about?’. Apocalypse remarks that he may have force-grown not a master race, but a biological dead end. ‘The proof is in this Ship’s census of mutantkind!’ he exclaims, while Archangel and Beast both struggle against Caliban. ‘He’s playing some mad mind game, Cyke!’ Warren shouts. ‘Are you nuts? What about Christopher? He’s Scott’s son!’ Iceman exclaims. ‘And Madelyne’s, but -’ Jean begins.

‘Is he? Or is he, like his mother, a genetic construct created by Mr Sinister?’ Apocalypse asks as he morphs wings onto his back and flies towards X-Factor, dousing them in a gas-like substance. Scott falls to the floor, while Apocalypse picks up the bubble with Christopher inside. ‘And on the answer to that question hangs the fate of Earth…and whether it will continue to exist!’ Apocalypse booms, before he flies out of the high entrance. ‘Christopher! NOOOOO!’ Cyclops shouts.

But as Cyclops reaches the balcony, he finds Apocalypse hovering nearby, still clutching the baby, while another Celestial has landed on Manhattan - ‘It’s too late, Cyclops! Arishem the Judge has arrived, whose right hand holds the power to obliterate all we hold dear! There is more at stake now than the fate of one small child. Because of what I have wrought, the fate of humanity hangs in the balance!’ Apocalypse exclaims, while energies swirl around Arishem. ‘Together, we must set it right, or the Earth itself will be destroyed!’ Apocalypse announces.

Second Story:
By the time the Second Celestial Host left the Earth, Apocalypse had learned several important lessons. The Celestials allowed for human evolution, but they expected any genetic advancement in the general population to occur naturally. They clearly reserved the right to manipulate genes directly, on a large scale, for themselves alone. The sunken ruin of what had been Lemuria showed how dangerous it was to ignore the Celestials’ wishes. Apocalypse knew that he would have to work within the Celestials’ system to gain his own ends.

During thousands of years Apocalypse spent observing humanity, he had noticed that human civilization advanced in fits and starts. The stress of war led to the creation of new technologies - new ways of working stone and metal, new inventions and machines. It encouraged the mixing of gene pools and ideas. It sorted the weak from the strong. And thus, Apocalypse encouraged war.

Intervening periods of peace cemented these gains. Trade routines blossomed. Government, arts and learning flourished. The strong reproduced in numbers. Peace was a necessary evil. The Third Celestial Host came - and went. As a result of this event, Earth’s mythological “gods’ swore to forgo interference in the affairs og men. Apocalypse, however, did not. Instead, he shifted his form to take part in wars - ensuring that human conflict return at a higher level. In time, this would lead to a new peace - which would herald another cycle of war.

Several challenges arose. The Celestials information-gathering artifact - Apocalypse’s Ship - was becoming self-aware, with a mind and will of its own. Apocalypse’s efforts to subdue and enslave Ship were a distraction. And since he could no longer be sure of Ship’s reactions - or completely control its transmissions - he decided to create a secret headquarters for himself in a cavern far beneath the Himalayan mountains. During the centuries Apocalypse toiled there, he began to accept that that the world was growing too complex for him to oversee unaided. Not to mention, he was lonely.

The world became industrialised, and Apocalypse had been following a human line that stretched unbroken back to Atlantis. Its scions were stronger and more intelligent, more curious and resilient than the normal run of humans. Apocalypse watched as the last in line of thee humans was attacked in an alleyway. He had been orphaned by war and cholera - was a street boy, a fierce and curious brawler - Apocalypse teleported the boy away before his attackers could harm him.

In many ways, this boy reminded Apocalypse of himself at that age. And though the boy was not a mutant, Apocalypse knew he could re-create the boy in his own image - slow his maturing, give him time, as Apocalypse had been given time - to master the knowledge he could give the boy. Apocalypse could even, if he wished, give the boy the ability to alter his shape at will. He was but a single boy. Apocalypse planned to hide him from Ship so the Celestials would never learn of his existence. What harm would it do?

‘Join me, Nathaniel Essex. Become my apprentice and you will be reborn as a master of men!’ Apocalypse said to the boy. ‘A master. Men will fear and obey me? Then, yes. I want to join you!’ Nathaniel exclaimed in reply. Apocalypse asked the boy what, when he has completed his transformation, he wants his enemies to call him. ‘They’ll call me Sinister!’ Nathaniel exclaimed, grinning. ‘Very well, then, Mr Sinister. Let us begin!’ Apocalypse announced….

Characters Involved: 

Archangel, Beast, Cyclops, Iceman, Marvel Girl (all X-Factor)
Nathan Christopher Summers

Trish Tilby
Detective Charlotte Jones
Opal Tanaka


Timmy Jones

Human Torch II, Invisible Woman, Mister Fantastic, Thing (all Fantastic Four)
Medusa (Inhuman)
Lockjaw (Inhuman dog)
Captain America, Hulk, Iron Man, Power Man, Spider-Man, Thor

Gammenon the Gatherer

Various civilians

On Computer Screen
Forge, Havok, Polaris, Psylocke, Quicksilver, Storm, Professor X

Second Story:
Mr Sinister, as a youth


Story Notes: 

First Story:
This series takes place after X-Factor (1st series) #64, creating the “X-Factor Forever” universe. It has no connection to the “X-Men Forever” universe.

X-Factor previously encountered the Celestials in the “Judgment War” [X-Factor (1st series) #43-50].

The Paul that Trish talks to is most likely her ex-husband, Paul Burton, a news producer.

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