X-Men (1st series) #138

Issue Date: 
October 1980
Story Title: 

Chris Claremont (writer), John Byrne (Penciler and Co-Plotter), Terry Austin (Inker),Tom Orzechowski (letterer), Bob Sharen (colorist), Jim Salicrup (editor), Jim Shooter (editor-in chief)

Brief Description: 

The X-Men and the Greys are at Jean’s funeral and Scott Summers finds himself remembering their lives as X-Men from the beginning and all the events that led to this day. Afterwards, he takes a leave of absence from the X-Men. In the meantime, Kitty Pryde becomes the newest student at Xavier’s School.

Full Summary: 

The X-Men and Jean Grey’s family stand over her grave, as a priest reads the mass. Jean Grey is dead. And her lover, Scott Summers, is left to wonder, how things came that far. His mind is drawn back to happier times when life seemed so much simpler.


Years ago Charles Xavier established his School for Gifted Youngsters to teach young mutants and forge them into a force for good – the X-Men. Scott was the first X-Man, a runaway orphan with optic force blasts that could only be controlled with the aid of special ruby quartz glasses.

Scott was soon joined by Hank McCoy, Warren Worthington, Bobby Drake and, finally, Jean Grey, the telekinetic called Marvel Girl. Within hours of Jean’s arrival, the team had to embark on its first mission, against the man who was to become their deadliest foe: Magneto, mutant master of magnetism. Although they were unable to stop him, they did manage to force him to abandon his attack on the Cape Citadel missile base. Their baptism of fire had lasted less than fifteen minutes and they’d emerged unscathed and victorious. It all seemed like a game.

Their optimism lasted until they met the teleporting mutant, Vanisher. The X-Men failed and it took Professor Xavier’s telepathy to stop him. More foes, such as the Blob, came and went and Magneto returned, this time as leader of a Brotherhood of Evil Mutants, who tried to overthrow the South American republic of San Marco. The X-Men stopped the Brotherhood, but it was a Pyrrhic victory, for the battle left the Professor badly injured, his PSI-powers apparently gone. So, when Magneto ambushed the X-Men in New York, they were on their own for the first time. Magneto captured the Angel and abducted him to Asteroid M, his orbiting headquarters. Again, as they had before, two unwilling members of the Brotherhood, Quicksilver and the Scarlet Witch, secretly helped the X-Men, who rescued Angel and destroyed the asteroid. Magneto, of course, escaped.

Back home, they learned that the Professor was fine and this had been a sham, their fight a sort of graduation exercise. At the time, none of them stopped to consider what would have happened had they failed.

After showing Scott Cerebro, a sophisticated computer system designed to locate new mutants, Xavier announced that he was leaving them for a while to pursue various unfinished projects and named Scott to take his place, thus further reinforcing the isolation Scott felt from the others.


Scott studies the grieving Warren Worthington, remembering that he had loved Jean as well and that it had hurt him deeply when he finally discovered that Jean loved Scott, not him.


Scott had never been in love before and didn’t know how to handle it, so he took refuge in his job. Yet, when they traveled to the Savage Land, where they met Ka-Zar for the first time and when Jean was to be sacrificed to a Tyrannosaurs Rex, he realized that she was the most important thing in his life.

Other adventures came. Magneto attacked time and time again. Finally, he contacted a mysterious being, who called himself the Stranger, and tried to enlist his aid, only to discover he had bitten off more than he could chew. The Stranger was an insanely powerful alien, who took Magneto and the Toad with him to his home among the stars.

Life didn’t get easier with Magneto gone though. Almost immediately, the X-Men were attacked by a foe whose raw powers was as awesome as his hate – Xavier’s stepbrother, Cain Marko a.k.a. the Juggernaut. They threw everything they had at him to no avail, until Angel, with the help of the Human Torch, was able to remove Marko’s helmet, thus rendering him vulnerable to Xavier’s telepathic attack. The X-Men had survived and triumphed. They didn’t know that the worst was still to come.

An anthropologist named Bolivar Trask spoke out against the mutant menace and, seemingly overnight, the X-Men became virtual public enemies. Trask has created giant robot Sentinels to combat the menace but things got out of hand. Instead of protecting humanity, the Sentinels – led by their Mastermold – set out to conquer it. Trask sacrificed his life to destroy his rebellious creations in a battle that almost killed Iceman as well.

More and more threats arose, among them Count Nefaria and Factor Three or the X-Men’s sometime teammate, the rebellious Mimic. Their lives as X-Men always seemed to take precedence.

Jean was an undergraduate at Metro University and Scott was desperately afraid of losing her, yet terrified of telling her so. The night of Bobby’s 18th birthday, he resolved to let her know how he felt. After the surprise party, where Angel also introduced his flame, Candy Southern, to the others, Scott and Jean took a stroll through Central Park, where they talked for hours. Scott told Jean of his childhood and finally admitted his love for her and she for him. Together at last, they kissed.

That same night, Xavier was kidnapped by Factor Three, a group of villains who were mere pawns of the so-called Mutant Master, really an alien. In the end, the X-Men triumphed and defeated Mutant Master. Xavier decided that the X-Men were hardly children anymore and, so, Jean made new individual costumes for them all.

In a way, their costumes marked the beginning of a grim chapter in their history. In the subway beneath Manhattan, they faced a subterranean powerhouse named Grotesk, the last survivor of a race exterminated by radiation from nuclear testing. He wanted to repay humanity in kind. The X-Men stopped him, but Professor Xavier perished in the attempt.

With the Professor’s death, the government ordered the team to split up. Iceman ended up in San Francisco, where he met a young lady named Lorna Dane, whose green hair marked her as a mutant. Abducted by Mesmero and subjected to a mutant energy stimulator, Lorna displayed magnetic powers and learned she was the daughter of Magneto. Actually, that bit of information proved to be a vicious deception by Mesmero and a Magneto robot.

The X-Men began to drift together again – they were a family, after all, the only family Scott had, save for his younger brother, Alex. He introduced the team to him the day he graduated from Landon College. They had been separated at the orphanage, as Alex had been adopted, while Scott was still in a coma. Professor X had later helped Scott to track Alex down and they’d been in contact ever since.

Scott knew Alex was a mutant but not what kind, until Alex was kidnapped by the Living Pharaoh. The two were symbiotes, each drawing power from cosmic rays and from each other. As Alex’s abilities waxed, the Pharaoh’s waned and vice versa. A full charge transformed the madman into the Living Monolith. But, when he was defeated, all energy flowed into Alex and he found that he couldn’t control it. He fled from the X-Men and straight into the arms of the new Sentinels.

Bolivar Trask’s son, Larry, believed the X-Men to be guilty of his father’s death and had developed deadlier Sentinels. Fortunately, while they X-Men couldn’t out-fight them, Cyclops could out-think them. He convinced them that all life on Earth is the result of mutation and they could only fulfill their prime directive by attempting to neutralize the source of that mutation, namely the sun. Exit the Sentinels.

Alex, however, was badly hurt and the X-Men rushed him to a colleague of Xavier’s, one Dr. Karl Lykos. Unfortunately, Lykos was a non-mutant variant that absorbed life force from other beings. Alex’s mutant energy transformed Lykos into Sauron, a human pterodactyl with hypnotic / illusion powers. Lykos was a tormented but decent man. Sauron, on the other hand, was pure evil. The X-Men and the woman Lykos loved, Tanya Anderssen, followed Lykos to Tierra del Fuego, where, rather than surviving by killing Tanya, Lykos took his on life by jumping into chasm.

The X-Men followed intending to claim his body. Instead, they ended up in the Savage Land and yet another confrontation with Magneto, who lost as usual.

After their return, they faced another mutant, an angry, young Japanese man by the name of Shiro Yoshida. Misguided into jingoism by his uncle, it took the death of his father to show him the error of his ways.

The X-Men were dog-tired when they returned but a pleasant surprise was waiting for them. Charles Xavier – alive! Grotesk had murdered a shape changer named Changeling, who had taken the Professor’s place while Xavier worked on a super-secret project. Xavier claimed the deception was necessary. Cyclops thought it cruel. His project regarded the imminent attack of the alien Z’nox, a race of interstellar freebooters. Using his mental powers to the utmost, Xavier sent them away and, unknowingly, set in motion a cosmic tragedy.

Hank left for the Brand Corporation soon thereafter. Something happened to him, mutating him into he blue-furred version of the Beast. He’s joined the Avengers since then.

Time passed and an unexpected emergency forced Xavier to recruit a new team of mutants to save the old team from the mutant island Krakoa. Enter the new X-Men. Exit the old, who decided that they wanted to begin lives of their own. Jean left with them. Cyclops stayed, as he had no purpose outside the X-Men.

He’d trained the new X-Men for a month before their first battle with Count Nefaria and his Ani-Men. They defeated Nefaria but, when he tried to flee in a stolen fighter, Thunderbird and Banshee went after him. The plane blew up and crashed. Thunderbird didn’t survive.


Cyclops wonders if that was the point when he began to question. Not too long ago, Storm asked him if this was the life he had imagined for himself when he was young. Did any of them imagine this?


Things were relatively peaceful and Scott spent more and more time with Jean. It was too good to last. One Christmas Eve, the Sentinels attacked and kidnapped Jean and a few other X-Men. The X-Men followed Lang’s Sentinels to their space station and won, but, during re-entry, they were caught in a solar storm. Everyone but Jean was in the shuttle’s shielded anti-radiation cell. Jean was on the unprotected flight deck, piloting the shuttle. She used her telekinesis to block the radiation out, but couldn’t hold on indefinitely.

As the shuttle crashed, the X-Men were convinced Jean had died. Nothing even remotely human could have survived. Nothing remotely human did. Jean emerged from the shuttle, transformed into the unbelievably powerful Phoenix.


Part of Scott wishes Jean had died in that crash. And yet, he wouldn’t have missed those last weeks together for the world.


While Scott and Charles stayed with the recuperating Jean, the team was sent to Ireland for a vacation, where they mixed it up with Juggernaut and Banshee’s cousin, Black Tom, a skirmish that was followed by a fight with Magneto.

At the same time, the X-Men got caught up in an interstellar civil war. Xavier had been contacted by an alien princess named Lilandra. One look and they were head over heels in love with each other.

Lilandra’s brother, the emperor of the Shi’ar, had learned of an ancient force known as “the end of all that is” and meant to master it. Lilandra meant to stop him. That led to the X-Men’s initial confrontation with the Imperial Guard. Too late, they discovered that the prize D’ken coveted was a neutron galaxy. Once unleashed, it would have destroyed the universe, had Phoenix not managed to repair the energy lattice that held it back. On that day, Phoenix saved the universe.

After that, the X-Men tried to get their lives back in order. It didn’t work. First, they were attacked by Vindicator, who was meant to take Wolverine back to Canada. Then, Mesmero captured the X-Men with surprising ease and turned them into carnival freaks. They might still be there, had the Beast not come looking for them.

Unfortunately, things went from bad to worse. Their next foe was Magneto, who beat them, hands down. They refused to give up and the resultant battle trashed his Antarctic base, buried in the heart of volcano. In the confusion, they became separated. Jean and Hank made it to the surface, while the others tunneled their way to the Savage Land. Each group thought the other had died.

Scott grieved for Hank but felt nothing for Jean’s loss. He was numb, hurt so deeply that he didn’t dare feel. At the time, he and the others thought it was because he didn’t care.

They went on helping Ka-Zar battle Garokk, helped Sunfire save Japan from the threat of Moses Magnum and ended up in a crazy battle in Calgary against a Canadian superhero team named Alpha Flight.

They returned to New York to find the mansion closed and Xavier gone. To ease his grief over their supposed death, Lilandra had invited him to accompany her to her homeworld, as her royal consort. Xavier had accepted.

The X-Men, in the meantime, found themselves battling for their lives in Arcade’s Murderworld and, in Scottland, Jean Grey was becoming involved with Jason Wyngarde (who was really Mastermind). Wyngarde had hooked up with an outfit called the Hellfire Club, who meant to rule the world, and saw the X-Men and especially Jean as a means to achieving that end.

Mastermind had made a fatal miscalculation: He had assumed that Phoenix was merely Marvel Girl with a different name and flashier costume. However, as Dr MacTaggert slowly learned through her tests, there was no comparison between Marvel Girl’s and Phoenix’s power levels. Moira feared that Jean’s powers might get out of control. Perhaps Moira might have been able to do something, had her attention not been diverted by the threat of her mad mutant son, Proteus.

Proteus possessed people, consuming their life energy, and he could shape reality. His one vulnerability was metal, enabling Colossus to finally kill him after a brutal battle. There really was no other way.

Soon after that, the X-Men found a good mutant and a potential future X-Man in the phasing teenager, Kitty Pryde.

At that point, the Hellfire Club made their move. Wyngarde had successfully subverted Jean by making her believe she was experiencing time slips, reliving an ancestor’s life. By the time she broke his control over her, the damage had been done. She had turned into the crazy, decadent Dark Phoenix. At her hands, an entire star system – five billion people – died. She was driven by needs and passions that humans cannot comprehend.

The X-Men tried to save her, though. Cyclops tried to talk her down. He was reaching her when Professor Xavier stepped in, using his powers. Who’s to say who was right? He and Phoenix faced off in a PSI-war. He won and Jean was cured, her power once more under control. Scott proposed, she accepted. It could have been a happy ending, but then Lilandra stepped in, determined to end the threat of the Phoenix. When her Imperial Guard failed and Phoenix’s power reestablished itself, Phoenix committed suicide, rather than becoming a threat to all life again.


Exchanging polite condolences with the Greys, Scott suffers through pain he had never experienced before. He’s not sure whether he’d call this “living”.

Lilandra interjects, expressing her and Shi’ar’s condolences. She assures the Greys that, as long as she lives, Jean’s memory will be cherished. She then hands them a gift, a small globe with a representation of Jean’s face. Lilandra explains that this is a holempathic matrix crystal. If a person touches it, he will not only see a three-dimensional picture of Jean, but feel the essence of her personality as well.

Scott tells Xavier goodbye, adding that he is leaving the team for the time being. He doesn’t really know when he’ll be back. He has a lot to think about and needs some time for himself. He promises to keep in touch. Xavier admits that he will miss Scott and tells him that he couldn’t be prouder of him, were he his own son.

Staying at the cemetery, Scott watches the cars leave. He’s alone again, but that doesn’t bother him anymore. He doesn’t know where he’ll go or what he’ll do, but one thing is certain: he won’t crawl back into his shell again. With Jean, he became fully alive – a whole human being. He intends to stay that way. He owes her that much.


A that moment, a taxi pulls into the driveway of Xavier’s School for Gifted Youngsters. It carries a single passenger, who looks around excitedly and wonders why no one’s come out to greet her. Finally, Kitty Pryde sits down on her luggage and waits for someone to arrive.

Characters Involved: 

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

Angel, Beast, Iceman (former X-Men)

Kitty Pryde (new student at Xavier’s)


John and Elaine Grey (Jean Grey’s parents)

Sara Grey and Paul Bailey (Jean’s sister and brother-in-law)


In flashbacks:

Angel, Beast, Cyclops, Iceman, Marvel Girl, Professor X (original X-Men)

Changeling (posing as Xavier), Havok, Mimic, Polaris (later team members)

Banshee, Colossus, Nightcrawler, Phoenix II / Dark Phoenix, Storm, Sunfire, Thunderbird I, Wolverine (all-new, all-different X-Men)

Kitty Pryde

Moira MacTaggert


Dr. Strange

The Human Torch

Ka-Zar (Lord of the Savage Land)


Aurora, Northstar, Sasquatch, Shaman, Snowbird, Weapon Alpha / Vindicator (all Alpha Flight)

Vera Cantor (Beast’s sometime girlfriend)

Zelda (Iceman’s onetime girlfriend)

Candy Southern (Angel’s girlfriend)

Tanya Anderssen (Lykos’ lover)

The Shi’Ar Imperial Guard
Joe Mactaggert


Mastermind / Jason Wyngarde, Quicksilver, Scarlet Witch, Toad (members of Magneto’s Brotherhood of Evil Mutants)

Magneto’s Savage Land mutates

Blob, Vanisher and other mutant villains


Black Tom Cassidy

Bolivar Trask

The Stranger

Count Nefaria

Nefaria’s Ani-Men

“Mutant Master” Members of Factor Three

the Mole Man



Living Pharaoh / Living Monolith

Karl Lykos / Sauron

The Z’Nox



Moses Magnum



Harry Leland, Donald Pierce, Sebastian Shaw (all Inner Circle of the Hellfire Club)

Sentinels Mark I, II & III

Story Notes: 

The story is told from Cyclops’ point of view.

The story is a flashback to all the important events in X-Men #1-137. The adventures the X-Men had in other titles, though, and the adventures in X-Men: Hidden Years (which hadn’t been published at the time) are not included.

This story reveals that Jason Wyngarde is Mastermind’s real name.

Issue Information: 
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