X-Men (1st series) #137

Issue Date: 
September 1980
Story Title: 
The Fate of the Phoenix!

Chris Claremont (co-plotter & scripter), John Byrne (Penciler & co-plotter), Terry Austin (Inker),Tom Orzechowski (letterer), Glynis Wein (colorist), Jim Salicrup (editor), Jim Shooter (editor-in chief)

Brief Description: 

The X-Men find themselves on a Shi’ar dreadnought and are ordered by Lilandra to give up Jean, as the threat that Phoenix poses has to be destroyed. Xavier utters a ritual challenge, which Lilandra cannot decline. The X-Men have one night left before the duel begins, to recover and to decide whether they actually want to fight for Jean. Despite some doubts, they all decide to stand by her. The next morning, both the X-Men and the Imperial Guard are teleported to the moon’s Blue Area, where the battle begins. Despite doing their best, all the X-Men are slowly beaten, until only Cyclops and Jean remain. When Cyclops, too, is struck down, the shock causes Jean’s Phoenix power to destroy the limits Xavier placed in Jean’s mind. Phoenix is back. The X-Men decide they have to fight her, something Phoenix actually wants. After she’s weakened enough, she kills herself in front of Cyclops, unwilling to take the risk of ever harming another life again.

Full Summary: 

The Moon:

The Watcher announces how, years ago, he saw the birth of Jean Grey, saw her die and be reborn as Phoenix. He saw how her power twisted and corrupted her, how her friends fought to restore her humanity and succeeded. But then, at the very moment of their triumph, the X-Men vanished from Earth. The drama’s final act is about to begin.

A moment ago, they had been on Earth. Now, the X-Men find themselves on a dais on a Shi’ar imperial dreadnought, surrounded by grim-faced, armed guards. Gladiator, praetor of the Imperial Guard, announces that they are standing in the presence of Lilandra, Majestrix Shi’ar, and that their fate is in her hands.

The X-Men’s leader, Cyclops, angrily addresses Lilandra, asking her what this is about. The X-Men are her friends. Why has she kidnapped them? Lilandra stresses that they are her friends, but her first responsibility comes to her people. To ensure their safety and that of the entire universe, Phoenix must be destroyed. A shocked Jean Grey asks why, while Cyclops reminds Lilandra that Phoenix stopped her brother from single-handedly destroying the universe. Is that how she repays Phoenix?

Lilandra calmly replies that they had no quarrel with Phoenix then, even though they suspected and feared the true extent of her power. They believed that Jean could cope with her near-infinite powers. They were wrong. Gladiator continues: when Jean returned to Shi’ar space, she had transformed into the black angel of Legend – Chaos-Bringer. Gladiator explains how Phoenix, ravenous after her long journey, consumed the star D’bari, thus dooming an inhabited system with five billion sentient beings. A Shi’ar warship sought to stop her. She destroyed it as well.

The other X-Men look at Jean doubtfully. Could she really have done all that? Jean’s reactions, stammering out a weak ‘no’ as she remembers, are admission enough. Cyclops had felt it all happen through their psychic rapport, but he didn’t understand it then. Dark Phoenix killed without remorse, but now she’s Jean again and the memory is more than she can bear.

Lilandra calmly expresses her wish that things would be different, but she has no alternative. She orders the X-Men to surrender Jean. The X-Men, however, form a circle around Jean, as Cyclops explains that Dark Phoenix no longer exists. Her power is under control. Jean is as she was before she even became Phoenix. Lilandra argues that this may be undone again. As long as Phoenix exists in any form, at any power level, she is a deadly threat to all that lives. She orders her warriors to take Jean, but Xavier interrupts with a challenge. Shouting out the ceremonial words “Arin’nn Haelar,’ he challenges Lilandra to a duel of honor for the life of Jean Grey.

Lilandra silently commends her lover, who has learned a lot about her people while he stayed on her homeworld, This is the one challenge that may not be refused. As the Kree observer impatiently asks what this is about, Lilandra excuses herself to consult with her allies.

After a communication link has been established, Lilandra discusses matters with the Skrull empress and the Supreme Intelligence of the Kree. Neither has any objection to the duel, provided, of course, the X-Men will not win. They decide to let their representatives monitor the battle. The Skrull is less than pleased and Lilandra admonishes both of them. She isn’t interested in their races’ petty bickering, only in ensuring that the threat of Phoenix is ended once and for all.

Returning, she tells Xavier that his gambit was successful. The challenge is accepted. Beast thinks that Xavier didn’t have the right to issue the challenge in all their names but, he figures, he’s bought them time to decide if they want to fight for Jean. Passionately, he tells Lilandra that they cannot let one of their own be condemned without a fair trial. Lilandra commends his loyalty and tells them they have a day to rest. The duel begins at dawn.

Jean Grey spends the night reliving what she has done. She didn’t mean to do what she did. But she did it just the same. Now, the time has come to pay the price, she realizes somberly. A servant enters, leaving her the costume she asked for. She thanks him and asks him to leave her alone.

Nightcrawler practices his acrobatic skills in a gymnasium of some kind. He is worried about the upcoming battle. Unlike Beast, he and the other X-Men had fought the Imperial Guard before. Back then, it took a minor miracle for them to defeat the aliens. He wishes he were as confident about their reason for fighting. As a child, he had met Holocaust victims. He still cannot forgive the Nazis for their atrocities. How can he forgive Jean?

He decide, the workout isn’t helping. He tries to grab onto the wall to find it is frictionless. As he slips, the Angel catches him. Kurt points out this wasn’t necessary and Warren replies that he needed the exercise. He’s a bit out of shape, anyway. He sounds sad, Kurt notes. Angel admits it’s because he suddenly has doubts where he didn’t expect to find any. In a few hours, they are supposed to fight for Jean and he doesn’t know yet if he can and that… hurts.

Elsewhere, Wolverine exits a steaming bath. Nice place, he figures, but he’d go nuts if he had to live there. Of course, after tomorrow, he might not have to worry about living period. He isn’t scared of dying, yet he has a bad feeling about this fight. Nobody understands Jean like he does. That she’s become two separate entities – Jean and Phoenix - Jean cannot be held responsible for Phoenix’s actions. But can the Professor really split the two apart? As he sits down for meditation, Wolverine fervently hopes so. But, if he has to make a choice, he’ll stand by Jean all the way.

Beast, in the meantime, still mulls over his outburst to Lilandra, while trying to enjoy a bubble bath. He decides that he won’t back down, even if he has to stand alone. The law separates humanity from its animal ancestors and the law protects everyone. It has to or it and civilization aren’t worth anything. If Jean were the devil, she’d still have to get a fair trial. If Lilandra wants Jean’s life, she should prove her claim in court and give Jean a chance to defend herself. Lilandra’s exercise in raw power is as reprehensible in its own right as Dark Phoenix’s deeds. His mood brightens somewhat, as he finds his own personal masseuse waiting for him.


Colossus awakes from a sound sleep, surprised that he managed to sleep at all. He too mulls over the question on everyone’s mind. He has experienced Dark Phoenix’s evil. Yet he knows Jean and owes her his life. When they fought Dark Phoenix, they were trying to cure her, not destroy her, and that has not changed, he decides.

Storm, too, awakes, missing the sunrise. As she gets up, she yearns for the time before she was an X-Man, when she was alone, free and happy. Now, she is neither alone nor free and rarely happy. Yet she joined the X-Men of her own free will. Jean Grey became the sister she never had. Dark Phoenix may symbolize all she abhors, but she loves Jean and will defend her to the death.

Cyclops finally watches the Earth from an observation bay. He knows that in the duel several of them may die. And what if Lilandra’s right? Suppose the psychic circuit breakers Xavier placed into Jean’s mind fail? He’s wrestled with this fear all night and cannot find an answer. Perhaps there isn’t one. It isn’t fair to have it end like this, he rages, only to automatically consider the other viewpoint as well, as a good leader is wont to. If his and Lilandra’s positions were reversed, would he be acting differently? He hopes so. He’d rather leave vengeance to God and err on the side of mercy.

No matter what the cost? a voice asks. It’s Jean, dressed in her Marvel Girl costume. She reminds him that, while no longer having the power of Phoenix, she still is a telepath and they still share their rapport.

Scott asks her for the reason for the costume change. She admits she isn’t sure. Nostalgia perhaps or pride. She started as Marvel Girl and will finish that way. She asks if she is worth it. She destroyed a world. She can still hear the scream of the dying and it felt good. A part of her wants that feeling again. Scott urges her that giving up would mean that Dark Phoenix has won, that she is evil and she isn’t. He tells that he loves her and will stand by her and they kiss.

The next morning, the other X-Men announce that they will all stand with Jean and Scott.
Lilandra announces the rules: the X-Men and the Imperial Guard will fight until one team is defeated. If the X-Men win, those who survive will be set free. If the Imperials win, Phoenix is Lilandra’s to do with as she will. The X-Men vow to abide by the rules and are beamed down onto the moon. Councillor Araki tells Lilandra that the X-Men face hopeless odds, but they are exceptional. Suppose they win? With a tear in her eye, Lilandra announces that they won’t.

A moment later the X-Men find themselves on the moon, surrounded by alien ruins. Beast tells them what he knows from the Avengers files. This place is called the Blue Area. The ruins extend beneath the lunar surface and, somehow, there’s an Earth-normal environment extending through all of them. Beyond the top of the crater, though, it’s open space.

Jean informs the others that she’s scanned the crater and they are still alone. Cyclops tells the them that he’s briefed them on the Imperials, but they’ve added some new members since. They have to be ready for anything. Suddenly, Jean picks up multiple telepathic impressions and Wolverine points out a glow of light on the other side of the crater. The Guard has arrived. Angel swoops upward, intending to go for a look-see over Cyclops’ protest. He has forgotten to compensate for the lighter gravity and his wings take him right out of the crater into the void. Storm quickly catches her falling teammate and, a moment later, he apologizes to Cyclops for that stupid move.

Colossus alerts the other that the Guard is closing in. Do they make a stand? Cyclops decides to start with a hit-and-run tactic: they split into two teams to use the ruins to their advantage. He, Jean, Angel and Nightcrawler are heading one way, the rest the other. Jean tells the others that she can’t scan the Guard anymore, as their telepath, Oracle, is blocking her probes.

Suddenly, they come across a wide-open plaza; a perfect place for an ambush. Cyclops orders Nightcrawler to take the point. But, before he can take a step, a fireblast almost hits Cyclops. Starbolt, Oracle, Smasher and Manta attack from above. The battle is joined, while the other half of the team works their way through a tunnel. Wolverine alerts them to the noise of Cyclops’ eyeblasts. Beast decides that they are on their own for now, plus they have troubles of their own in the form of the dynamic duo of WarStar.

Colossus attacks the giant, only to find that there is a smaller, independent being on top of the big one, who attacks Beast. Storm and Wolverine rush to help but Gladiator literally tears away the ground beneath them, knocking them into a pit.

Storm snatches Wolverine but they have already fallen quite a distance and returning isn’t easy, as Storm finds that the manipulation of the environment is harder for her in this area. Suddenly, Ororo points out a building of shining crystal in front of them. It’s totally unlike the ruins and seems brand new. And it comes with a watchdog, Wolverine points out, as the Guardsman called Earthquake shakes up the ground beneath them. Wolverine cannot keep his balance and, to his own surprise, falls right through the shining building’s wall.

Storm deals with Earthquake by using her winds to deflect the debris and toss it back at him. However, she is so focused on taking him out that she doesn’t notice another Guardswoman behind her. Hussar takes Storm out with her neuro-whip and Earthquake returns the debris to her. Storm is unconscious.

Elsewhere, Cyclops’ team is holding their own against the Imperials, but that’s about it. Nightcrawler becomes painfully aware of his lack of use in this situation, as all their foes can fly. And all of his defenses against airborne attacks were worked out with Storm. Angel, the flyer in their group, doesn’t know them. Suddenly, he shouts a warning to Angel, as Oracle is moving in behind him. Too late, though, as the albino telepathically stuns him and Smasher tosses him into a pit. Nightcrawler jumps after Angel and takes the risk of blindly teleporting ahead of his teammate.

At that moment, in another part of the crater, Wolverine tries to get his bearings, wondering why he passed out and how much time has passed. He finds himself surrounded by bizarre architecture and guesses correctly that he is within the “freaky house.” Question is, how does he get out? His senses get more and more scrambled as he moves around. Suddenly, the Watcher appears to him on a screen and sternly informs him that this is his domicile and Wolverine is not welcome here. Wolverine angrily blusters that he’s tired of being bounced around.

Very well, the Watcher admits and points out that, while he doesn’t interfere in the lives of the beings he observes, there are many dangerous devices in his home and Wolverine might find himself hurled in Earth’s primordial past or the future. With that, Wolverine is thrown out, landing again outside the wall.

He still feels badly, everything turned inside out when Storm finds him. Worried, she grasps him by the shoulder and Wolverines senses something is wrong. But, after the experience with the Watcher, he wonders if he can trust his feelings. After a moment, he decides he can, as he hurls “Storm” over his shoulder – she was trying to strangle him. Her concentration broken, “Storm” returns to her true form, that of the Skrull observer. Wolverine angrily jumps at him, only to be taken out by an energy blast, courtesy of the Skrull’s Kree counterpart. The Kree warrior makes fun of the fact that he had to protect the Skrull and the Skrull goes ballistic at that humiliation. Turning into a monster, he attacks the Kree.

Nightcrawler, in the meantime, has arrived at the bottom of the pit but sees no sign of Angel, even though he should have dropped right into Kurts arms. He’s been searching for him but the catacombs have more twists and turns than Murderworld. Kurt sticks to the shadows, as he sees the imperial Manta passing by. Trusting that the shadows will keep him nigh invisible, he intends to follow her. Bad move, as she clearly perceives him and kayos him with an energy blast. The imperial explains that she sees in infra-red and, thus, was able to perceive his warm body against the cold stone.

Elsewhere, the X-Men seem to be faring a little better for the moment, as Colossus takes out the bigger half of WarStar. The smaller one, B’nee, however, manages to take out Beast with a jolt of electricity. Before Colossus can rush to his friend’s aid, he finds himself embroiled in a fight with the Imperials’ leader and powerhouse, Gladiator. Gladiator knocks Colossus into a wall. Wondering how strong his foe is, Colossus drops the entire pillar behind him on Gladiator, who is completely unfazed. Without pulling any punches, they fight brutally, as the ancient, fragile structures around them collapse on them. At first, the outcome is unsure. Then, slowly, the victor emerges: Gladiator, who then carefully frees his unconscious foe from the rubble.

On Lilandra’s flagship, Charles Xavier watches the proceedings and his heart breaks. He had believed so hard that his X-Men stood a chance. He asks his children to forgive him, as he will never forgive himself. Lilandra stands a little away, silently sharing his pain. She wishes she could comfort him, but she must do her duty as empress.

Only two X-Men are left now; Cyclops and Jean. They are on the run, as Cyclops’ optic blasts force Oracle and Starbolt to keep their distance. They are just marking the X-Men’s position, though, until the rest of the Guard arrives. Jean shows Cyclops an alcove to hide in. Cyclops protests that it is too shallow, but Jean telekinetically covers the entrance with moon dust, hiding them from their foes. They can’t hide in there forever, though. Cyclops struggles for words, as he wants to tell Jean how he feels. She reminds him that, as far as she is concerned, it’s the thought that counts and his, like him, are beautiful. She assures him that he is special, as she takes his hand. No more special than the woman he loves, he declares, as they get ready to fight.

It’s just the two of them against the entire Imperial Guard and the outcome should be painfully clear. Suddenly, however, the flagship’s instruments are registering something off the scales. A moment later, an energy flare, emerging from the moon, punches through the starship’s defensive forcefields and announces the rebirth of Phoenix.

Close to hysterics, Lilandra orders the captain to implement Plan Omega. He is to alert the grand fleet. If they fail here, they should burn this world, the system, the entire cluster. Whatever is necessary to ensure that Phoenix is destroyed. Nearby, Xavier finally admits that Lilandra is right. Things have gone to far and it is too late for Jean. Now, he has to act to save the human race. Telepathically, he alerts the X-Men.

On the moon, Jean stands, surrounded by the Phoenix raptor. Moments ago, she saw Scott cut down and the shock and terror within her shattered the psychic restraints around her Phoenix power. The Guard lies defeated at her feet. Xavier contacts Cyclops, ordering him to strike at Phoenix, while she is still comparatively weak. Cyclops begs him to reconsider. There has to be another way. Xavier assures him there isn’t.

Cyclops uses his optic blasts at full power across the base of a nearby building. Even as Phoenix instinctively protects herself from the tons of rubble with a telekinetic shield, she silently commends Scott on what he is doing.

Storm joins them, force-awakened by Xavier. She’s horrified at the sight before her, but helps Cyclops in his attempt to make Phoenix burn herself out. She concentrates and a tornado appears around Phoenix, battering her mercilessly.

Wolverine, Colossus and Nightcrawler join the fray. Wolverine reminds the others that they are not facing Jean anymore, but Phoenix. Like it or not, it’s them and all humanity or her. He lifts up the still-human Colossus, a feat possible thanks to the moon’s lighter gravity, and pulls a variation on their ‘fastball special’ stunt. He tells Colossus that he loved Jean and that made him hesitate before. Peter only has one shot, so he is to make sure that, when Phoenix goes down, she isn’t getting up. In mid-flight, Colossus transforms into his metal form and hits Phoenix, but he too cares for Jean and pulls the punch.

Jean realizes that, even though the punch still almost knocked her head off. She sadly thanks Peter for knocking some “sense” back into her. She tells him that she finally understands what she is and what has to be done. She’s a symbiote, two beings bound together: Phoenix provides Jean’s life force, while Jean provides a focus for its infinite power. So long as Jean lives, Phoenix will manifest itself through her and, so long as that happens, she will eventually become Dark Phoenix. Phoenix is a cosmic power and cannot be controlled by a human vessel. She begs the others to return the power to the cosmos and kill her.

Cyclops refuses, still clinging to the hope that this won’t be necessary. He urges Jean to fight this dark side, but she feels the change coming on and runs into an alley. Cyclops follows her, protesting that she isn’t giving them any chance. She freezes him with a telekinetic force bolt, telling him it was never his choice to begin with. Her costume has turned dark red, as she has already changed to Dark Phoenix. It’s a progression inevitable as death, she tells him, with despair in her voice. She’s scared, hanging on by her fingernails as she feels the Phoenix within her taking over. She is fighting it, but she can’t forget that she destroyed an entire world with five billion people casually. She can bear no more deaths on her conscience. Maybe she could do it, stay in control for the rest of her immortal life but, if she failed for an instant…

It’s better this way, she assures him, as she touches his cheek a final time. A part of her will always be with him. Telekinetically, she activates a nearby energy weapon and obliterates herself.

Free at last, Cyclops tries to understand what happened, how Jean planned this from the moment they landed on the moon. She took steps to ensure that, if Lilandra couldn’t stop her, she’d do it herself. She picked the minds of the Kree and Skrull observers, learned what ancient weapons were here and used the fight with the X-Men to drain her of enough energy to make her vulnerable. Repeating her name, her crumbles down.

Elsewhere, the Recorder, a Rigellian device, states that it has observed everything here, but does not comprehend the meaning of these events. Its historical circuits inform it that Jean Grey was considered force for good on Earth. She saved the universe, yet she was hounded to death. Why? Because she was human, the Watcher explains. Phoenix had achieved a level of power that placed her as far above humanity as they are above amoebae. She had only to think and the thought would become reality. But the Phoenix is also a creature of passion and passion is by nature violent. Jean responded and was overwhelmed by it. So she briefly became Dark Phoenix, yet when faced with the choice of keeping her godlike powers, knowing she would wreak death with them or dying herself she chose the latter.

The Watcher points out that this capacity for self-sacrifice makes humanity virtually unique across the cosmos. While the X-Men do not realize it, this day they have perhaps won the greatest victory of their lives. Jean could have lived to become a god, but it was more important to her that she die a human.

Characters Involved: 

Colossus, Cyclops, Nightcrawler, Phoenix II, Professor X, Storm, Wolverine (all X-Men)

Angel, Beast (former X-Men)


Chancellor Araki

Earthquake, Gladiator, Hussar, Manta, Oracle, Smasher, Starbolt, WarStar (C’cll and B’nee) (all Imperial Guard)

Kree observer

Skrull observer

The Watcher

The Recorder

On screens:

R’klll, empress of the Skrulls

The Supreme Intelligence of the Kree

Story Notes: 

The story was not originally intended to end with the death of Jean. Originally, Phoenix was meant to simply be a power-up for Marvel Girl. As Byrne noted, however, she kept on making the rest of the team redundant. Eventually, the Dark Phoenix saga was developed. The end Claremont and Byrne had decided on was that the X-Men would lose their duel against the Imperial Guard and the Shi’ar would lobotomize Jean, destroying all areas of her brain that had to do with her mutant power, making he in essence a normal human being. The outline for the following stories, as mentioned by Claremont, was that Jean would have to come to terms both with her power-loss and with what she had done. This was to culminate in Uncanny X-Men #150, where Magneto would abduct her and offer to restore her Phoenix power. Jean would finally decline, proving herself to be a heroine and not a victim, eventually marry Cyclops and give birth to Rachel.

The original ending to this issue (although it had already been approved before) was nixed because Marvel editor-in-chief, Jim Shooter, felt Jean wasn’t sufficiently punished for the destruction of D’Bari. Claremont and Byrne decided they’d rather kill the character than do what Shooter suggested, which was to put her into prison, where she’d be tortured forever.

The original version of this issue was published (along with interviews) as Phoenix – the Untold Story . While only the last five pages tell a different story, it is also interesting to note that parts of the dialogues on the other pages are different in both versions. For example, in the unpublished version, the X-Men are all thinking about their personal problems (e.g. Wolverine thinks about Mariko, Angel thinks about missing the life as an active superhero) before the duel, whereas in the published version thy are all contemplating Jean’s fate and whether they should fight for her.

In the panel where Colossus throws C`cil (the larger part of Warstar) into a wall, smashing it, the bricks are drawn in such a way that they form the number 500. This was a visual gag from John Byrne, as it was the 500th X-Men panel he'd drawn.

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