X-Force (3rd series) #19

Issue Date: 
November 2009
Story Title: 
Not Forgotten: Part Three

Craig Kyle & Christopher Yost (writers), Mike Choi & Sonia Oback (artists), VC’s Cory Petit (letterer and producer), Jody LeHeup (assistant editor), John Barber & Jeanine Schaefer (editor), Axel Alonso (executive editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher), Alan Fine (executive producer)

Brief Description: 

Agent Morales rejects the offer of the treacherous Agent Young and rescues X-23 from the clutches of Kimura. The two women pin the invulnerable Kimura under a blast door and retreat into a Facility lab where they manufacture X-23’s chemical trigger in bulk. Meanwhile, the X-Men watch over the comatose Elixir, while Bastion, via the X-Men’s prisoner Donald Pierce, watches over the X-Men. Wolverine and Domino force the Stepford Cuckoos to locate X-23 using Cerebro, but instead they find Wolfsbane, who has just passed out after her battle with the Frost Giants. Elsewhere, Selene’s agents bring her a new, recently resurrected slave: Destiny.

Full Summary: 

A Facility base. Twenty minutes ago...

Agent Alisande Morales leans back in her chair and kicks her boot up onto the desk. Across from her sits Agent Jebediah Young, whom she gives a stern look. She just wants to get this straight: according to him, she's been kidnapped by a bunch of mad scientists who create biological weapons and sell their services to the highest bidder. "You infiltrated S.H.I.E.L.D.—"

"H.A.M.M.E.R.," he corrects.

"%@$& off," she replies. Continuing her recap, she says he infiltrated S.H.I.E.L.D. to get to her because she had a lead on one of his assassins, and now, he wants her to work for them? Pretty much, Agent Young tells her. She asks him a logical follow-up question: what on earth makes him think she would work for those people? She stayed on after Norman Osborn took over S.H.I.E.L.D., Agent Young replies. Ali doesn't think that's quite in the same league as using a child to kill people.

Agent Young directs her attention toward the tall stack of files on the desk. This stack contains all the targets that this 'child' has killed, he says. It includes royalty, Mafia, drug lords, dictators, assassins and basically anyone worth killing for the right price. He pulls out his favorite of the files to show Ali: Dr. Sarah Kinney, X-23's maker—and mother. Kinney's own daughter killed her when she tried to help her escape the Facility, Agent Young explains. He asks Ali if it's sinking in yet; they can make the girl kill anyone, anywhere, at any time. When Agent Morales asks how they make her do so without any emotion or hesitation, Young explains that most of the time it only takes a verbal order. "But with special targets, like her mother," Agent Young says, "... well let's just say she's the gun, and we have the trigger. She truly is the perfect weapon."

Noticing a small stack of red files to Agent Young's right, Ali asks about those. If the girl is so perfect, who are those people? After commending Ali's keen perception, Agent Young explains that those three files contain X-23's only outstanding targets, whom he deems the ones who got away. The Facility doesn't like looses ends; they're bad for business. This brings him back to the proposition he made to Agent Morales. With her connections, he says, they can track down the three outstanding targets. He asks her to think of it as her interview for the Facility. Ali takes a wild guess: if she refuses, he'll kill her. Young grins at her; like he said earlier, she's a smart girl. Plus, her psych profile suggests a certain moral ambiguity. If it didn't, they wouldn't even be having this conversation. She doesn't like rules; that's why they chose her. "And yeah, if you say "no", I kill you," Agent Young adds.

Ali kicks her foot forward and thrusts the desk into Agent Young's torso. Before he can draw his gun, she grabs the back of his head and slams it against the table. He fires; she brings her elbow down on the back of his neck, causing his shot to miss. Unconscious, he tips over in his chair, but the stack of paper files already on the floor cushions his fall. Ali grabs his gun. "Let me think about it," she says as she cocks the weapon. She leaves the room to find X-23, leaving behind the red stack of X-23's outstanding targets—one of which includes Laura's cousin, Megan Kinney.


As she cuts into X-23's remaining arm with a chainsaw, Kimura asks her to repeat herself; she can't hear over the noise of the saw. Laura merely screams. Suddenly, however, a bullet strikes Kimura in the back of the head, knocking her to the ground. Behind her stands Agent Alisande Morales with a gun in her hand. Did she hear that?

Rushing over to the suspended X-23, Ali hopes she isn't too late. She asks Laura to hang in there. She's going to be okay, Ali says. As she removes her remaining arm from the shackles, Laura mutters that Kimura is not dead. Ali ignores her; she's bleeding out, which they need to stop. The delirious Laura cares only about escaping. The fact that she even still stands shocks Agent Morales; she just had her freaking arm removed. It's okay if she wants to rest for a minute, she tells Laura. Still, Laura reiterates that they need to leave. She refuses to leave without her arm, though. The Facility cannot have it. They would use it to create more.

X-23 picks the limp extremity up off the ground and holds the claws away from her body. Hoping she'll slow down, Ali reminds her she just suffered an incredible trauma. X-23 repeats what she said earlier: the Faciliy wants her genetic material. They want to make more of her. She must not let them. As Laura walks toward the door, leaving behind a trail of bloody boot-prints as she goes, Ali asks how she is still moving. Her shoulder isn't even healed; what exactly is she?

Just then, Kimura calls out to them from behind. They're not done, she says to X-23 as she lifts herself off the floor. Ali and Laura turn to face her, but only Ali's face shows surprised as Kimura once again wields the bloodied chainsaw. "No. @#$%. Way," she says.


In the med-lab, Surge, Hellion and Loa keep watch over their unconscious friend, Elixir, while behind them, in an observation room, Cyclops and Doctor Nemesis monitor his condition. Doctor Nemesis's best guess—an admitted stab in the dark—is that Elixir's DNA is rebooting itself. Whatever he did overwhelmed his system, and now he's doing something—likely recovering. He doesn't know for sure. His physiology is unlike any the doctor has ever seen—and that's saying something. Cyclops asks if he can wake him up; Josh has information they need. In response, Dr. Nemesis asks if Josh needs to survive long-term. If not, they will have a few more options. Cyclops doesn't want to risk the kid's life again—not if he doesn't have to. Good, Dr. Nemesis says. He worries that if he even looks at Elixir sideways, the two kids in there—Keller and Ashida—would tear him apart.

Nemesis asks Cyclops why he isn't asking these questions to Hank McCoy. Scott tells him it's complicated. At that point, Hellion approaches the glass and addresses Cyclops. He heard Wolverine say they couldn't find Laura. If she's been taken by the Sapien League, then Hellion needs to know. Logan is handling it, Scott tells him. Julian reminds him that the Sapien League was going to kill them. They're basically animals. They have to do something, he says. Cyclops reiterates: Logan will find her. Besides, he says, if someone has kidnapped X-23, then it isn't X-23 they need to worry about.

In Utopia's brig, Donald Pierce, one of the T/O Virus-infected agents of Bastion, monitors this exchange via the facility's security cameras. He reports it all back to Bastion, who assures him he is receiving the transmission. He orders Pierce to continue monitoring the Leper Queen's body. The Techno-Organic Virus within her has been modified to the extent that mutants should not have the ability to decode it—but, as always, the X-Men are unpredictable, Bastion says. Piece asks about the missing mutant girl. Bastion deems her inconsequential.

In addition to monitoring Pierce's transmission, Bastion observes the myriad transmissions he receives from his other agents. Each of his agents' facilities—Point San Pablo outside of San Francisco, the Alameda Naval Air Base east of the city, the Hodge Industries oil rig 20 miles to the southwest, San Francisco's Holy Cross Cemetery and the Bolinas Lagoon, located 12 miles north of the Marin Headlands—is in the process of constructing its own tall, helical, glass spire. Meanwhile, Pierce complains about his assignment. How much longer must he suffer this imprisonment? Bastion tells him he will remain for as long as they require it. Pierce explains he is in some kind of VR prison the X-Men call the Danger Room. Deeming this irrelevant, Bastion orders him to remain within the X-Men stronghold and to continue his transmissions until they send the signal. "$%@% machine," Pierce grumbles. "Transmitting."


"What do you mean, 'she's not showing up'?" Wolverine asks the Cuckoos. They mean just that: they cannot detect her signal anywhere using Cerebra. Logan tells them to keep scanning. The Cuckoos respectfully remind him he has made them search for the past twenty-four hours; X-23 must be somewhere Cerebra can't find her. Technology does exist that blocks Cerebra, after all. Grumbling, Logan says that Laura wouldn't stop looking for any of them. Therefore, he refuses to stop looking for her. The Cuckoos object, but Logan silences them. The second they stop looking, he says, Laura is as good as dead.

The Cuckoo using the chair asks a logical question: what if Laura is already dead? What if that is why she is not showing up on Cerebra? Domino puts a gun to her head. "Let's try and keep a positive attitude, okay? Can we do that, Emma Lite?" she asks. "You know... before my gun 'accidentally' goes off and 'accidentally' shoots you in the head."

The Cuckoo stares at her and reveals she found Wolfsbane—much to everyone's surprise.

The Colorado Rocky Mountains…

The last remaining Frost Giant screams as Wolfsbane slashes open his throat. The mighty creature falls to the snow-covered forest floor and hits the ground with a thundering crash. Once defeated, Hrimhari and Wolfsbane survey the damage. The Frost Giants have long hunted the Wolf Clan of Asgard, Hrimhari says. However, he knew he and Rahne would be victorious this day. He felt it; it was not their destiny to die at the hands of these brutes. Their love is too strong, he tells Rahne.

Rahne, gradually shifting into her transitional form, turns to Hrimhari and tells him how glad she is that he was sure. She was fairly certain they were going to die a horrible death, she says with a smile. Hrimhari insists he would never let that happen to her. No matter what, he will always find a way to save—

Wolfsbane suddenly passes out. Hrimhari hurries over to her body, which lies unconscious in the snow.

New Orleans…

From atop her throne, Selene orders her men to bring in the next captive. Wither and Senyaka drag in a robed old woman and leave her at Selene’s feet. “Shaw knew of you, crone. Rumors,” Selene tells the elderly woman. “And my Caliban found you. Now… tell me what you see. Tell me my destiny.”

One of Selene’s men lifts the elderly woman’s head, revealing a gold mask that covers her face, including the eyes. From beneath her golden mask, Irene Adler, a.k.a. Destiny, lets loose a stream of tears.

A Facility base…

Agent Morales keeps her gun leveled at Kimura. “She’s bulletproof?” she asks X-23. Laura confirms she is; her impervious skin acts as a shield to her internal organs. Not even adamantium can cut her. Although she feels impact, she feels no pain. Morales isn’t excited to hear this news.

Kimura, meanwhile, glares at Ali Morales through the blood spatters on her eyelids. She has bad news for Morales: she backed the wrong horse. The Facility, she says, has rules, the most important of which is to not mess with Kimura. She tells Ali she’ll push her finger through her eye, and maybe scratch her name on Ali’s frontal lobe with her fingernail.

“She seems like kind of a bitch, too,” Agent Morales says to X-23, who agrees. Morales asks X-23 if she has any suggests. Laura tells her to run. When Morales asks for clarification, Laura shouts her orders instead. Go!

Agent Morales takes off running down the corridor; X-23 lingers behind for a moment. Once Kimura moves through the doorway and into the corridor, X-23 begins to run as well—carrying her severed arm in her right hand. Kimura claims the arm for herself; in fact, she claims all of Laura’s body. Agent Morales, passing through an open blast door up ahead, encourages Laura to hurry. Laura follows only a few steps behind. However, when she passes through the open doorway, she turns around to face the chainsaw-wielding Kimura. The Facility agent draws closer and closer. When she’s only a few steps from X-23’s position, Laura presses the switch on the wall that closes the blast door. The heavy piece of machinery comes crashing down on Kimura right as she passes through the doorway and pins her to the ground. To ensure she stays put, X-23 obliterates the control panel using the adamantium claw on her foot. She resumes her escape with Agent Morales, leaving the enraged Kimura pinned under the unmovable door. Kimura, however, has more tricks up her sleeve; she radios for backup and orders a full lockdown on the building.

The emergency lights suddenly turn on, bathing the facility and its occupants in red light. The alarm, meanwhile, sounds incessantly. Alisande and Laura continue their flight, clearing each corridor they encounter. Laura informs Ali that Facility guards are already armed and on their way; they have less than two minutes until their arrival. Ali asks how they get out of the building. Laura doesn’t know. She notices the blast doors closing, but Ali doesn’t care. She thought Laura grew up in this place; how could she not know how to escape? Laura explains that the Facility has many bases, and that she has never been in this one. She wonders, however, why Agent Morales, an agent of S.H.I.E.L.D., would have embarked on this mission before determining an escape route beforehand. “Are you @#$%$# kidding me?” Ali snaps.

“No, why would I do that?” Laura asks with full sincerity. Ali reminds her of what might have happened had she not arrived when she did. She cannot believe Laura’s giving her crap during a rescue attempt! “Why are you trying to save me?” X-23 asks.

Before Ali can answer her question, plant themselves in the corridor’s concrete walls. The women realize they are under attack. As a quartet of armed Facility agents rounds the corner at the end of the hallway, Agent Morales opens fire on them and orders Laura to flee while she provides cover. The two women escape through another blast door right as it closes, separating them—for the moment—from the Facility agents.

Laura informs Ali that she’s hurt. Ali, however, reminds Laura she is missing an arm. What the hell did they do to her? In lieu of answering, X-23 sabotages the control panel but states that the men will soon cut through the door. Trying to stay on the bright side, Ali declares that should provide them with five to seven minutes. Fewer, Laura replies.

They move through the nearby double doors and into a large, cavernous laboratory. As Ali examines these new surroundings, she realizes she doesn’t even know what the Facility is.

On the other side of the blast door, one of the Facility agents reports back to Kimura. The blast door’s controls are not responding, he says, but they’ve already summoned a torch crew. Kimura tells him to listen to her carefully: she needs them to get that door open right away. When the agent objects, Kimura interrupts him and tells him she is well aware that X-23 will most likely kill him and several of his men once the door opens. However, this is something he must accept. The Facility agent asks if they can negotiate. No, Kimura says; he just needs to stay alive long enough to keep X-23 busy until Kimura can arrive. If X-23 gets away and he is still alive, Kimura says, then she will tear off his head and feed it to him. The Facility agent tells Kimura he understands and ends the transmission. He curses once it ends.

Inside the lab, Laura and Ali discuss their plan of attack. Ali, while idly picking up a stray vial of yellow liquid she sees on the counter, informs Laura she only has three bullets left. That won’t be enough, Laura says. Suddenly, Agent Morales snaps at her. Since she’s been tracking X-23, she’s found over a hundred bodies with her little claw marks in them, not to mention the bodies that we so badly burned or blown up that she didn’t even know if she had found ten or fifty people. Did someone pay her to make that happen? Did the Facility make her kill them? Or did Laura just do it because she likes it? Ali really wants to know, because Laura seems capable of making her own decisions. She doesn’t care what Captain America said about her; a person only commits those kinds of crimes if there is some benefit to her. X-23 tells her she does not know what she’s talking about. Agent Morales asks if she massacred the Purifiers or not. If so, who ordered the hit? Averting her gaze, Laura admits to this.

She is about to tell Agent Morales who she works for when she spots the vial clutched in her hand. Don’t move, she tells Ali. When Ali asks why, Laura asks her about the vial in her hand. Where did she get it? Is she one of them?! In a threatening gesture, she unsheathes her claws and puts them in front of Ali’s face. Agent Morales draws her gun on Laura in response—and drops the vial. Laura watches in horror as it falls. Moving as fast as she can, she reaches for it and manages to catch it in the palm of her hand. She looks up only to find Ali’s gun still pointed in her face. Terrified, Ali asks what the hell Laura is doing, and begs her to just talk to her.

“The Facility created me to be a weapon,” X-23 tells her. “Killing was all I knew. I didn’t know how to say ‘no’. But if I ever did say no, they had a way to make me kill. A chemical trigger,” she says, indicating the vial of yellow liquid in her hand. “This is it.” She turns Ali’s attention to the large chemical vats in the laboratory, all clearly marked Trigger 42. “A lot of it.”

Characters Involved: 

Domino, Elixir, Wolfsbane, Wolverine, X-23 (X-Force)

Beast, Cyclops, Dr. Nemesis, Hellion, Loa, the Stepford Cuckoos, Surge (X-Men)

Hrimhari (former Wolf Prince of Asgard)

Agent Alisande Morales (H.A.M.M.E.R.)

Kimura (The Facility)

Agent Jebediah Young (The Facility)

Various Facility Agents


Senyaka, Wither (agents of Selene)



Donald Pierce

Frost Giants of Asgard

On video screen only:

The Leper Queen

Story Notes: 

Megan Kinney, a character introduced in the X-23: TARGET X limited series, is X-23’s cousin.

Cyclops's relationship with Beast has been strained lately, primarily due to Cyclops withholding critical information from Beast and using Beast’s inventions for applications Beast finds unethical. In SECRET INVASION: X-MEN, for example, Cyclops ordered Beast to create a modified version of the Legacy Virus he used to annihilate the invading Skrulls, and has also ordered Beast to create time-travel technology for the purpose of assassinating Bishop, as shown in CABLE (2nd series) #6 and X-FORCE (3rd series) #13. Adding to this, during the events of Utopia, Cyclops left Beast in the captivity of Norman Osborn and H.A.M.M.E.R., where he was regularly tortured.

This issue reveals that the X-Men are now located on Utopia, the recently resurfaced Asteroid M that now floats in the water outside San Francisco. Because this arc takes place only moments after the “Suicide Leper” arc in X-FORCE (3rd series) #12-13, during which the X-Men resided at Graymalkin Industries in the Marin Headlands, and because the events of the Utopia crossover could not have occurred within that timeframe, their presence on Utopia is a continuity error.

Presumably, the locations outside San Francisco that Bastion monitors are the bases of operation of his various agents. Cameron Hodge and the Right are likely stationed at the Hodge Industries oil rig, the Reverend William Stryker and his Purifiers are most likely at the Holy Cross Cemetery, and given their government connections, either Bolivar Trask or Stephen Lang are at the Alameda Naval Base. The rest are difficult to assign at this point. Although unexplained at this point, the sky-scraping spires at these locations resemble the Babel Spires built by the Phalanx, another group of organisms infected with the T/O Virus.

The X-Men have had Donald Pierce captive in their brig ever since apprehending him in YOUNG X-MEN #5.

Destiny, the blind mutant with precognitive powers, was killed by Legion in UNCANNY X-MEN #255. Her friend a lover Mystique scattered her ashes into the sea in X-FACTOR ANNUAL #6.

Although his identity is not revealed in this issue, the agent of Selene’s wearing the red helmet is likely the former Acolyte Senyaka, as revealed in X-NECROSHA #1.

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