X-Men (1st series) #49

Issue Date: 
October 1968
Story Title: 
Who Dares Defy… the Demi-Men? (1st story)<br> A Beast is Born (2nd story)

1st story: Arnold Drake (writer), Don Heck and Werner Roth (artists), John Tartaglione (inker), Herb Cooper (letterer), Stan Lee (editor-in-chief), Jim Steranko (cover artist)

2nd story: Arnold Drake (writer), Werner Roth (artist), John Verpoorten (inker), Irv Watanabe (inker), Stan Lee (editor-in-chief)

Brief Description: 

1st story: Shortly after the X-Men disband, Angel returns to Xavier’s School and discovers a surge in mutant activity via Cerebro. He contacts Marvel Girl and Cyclops, and the trio travels to San Francisco both to investigate and to reunite with Beast and Iceman. Meanwhile, in San Francisco, a mutant apprentice of Magneto’s named Mesmero entrances and summons the latent mutants of the world. One such latent mutant, a brunette young woman named Lorna Dane, almost dies in the city streets because of her hypnosis, but Iceman saves her and takes her back to his apartment to recover. After reuniting at Iceman’s place, the X-Men leave to search for the source of the mutant congregation, while Beast remains behind to watch over Lorna and complete a helpful invention. Lorna wakes up and reveals to Beast her head of green hair, which she admittedly dyes. Beast infers she must be a latent mutant. After battling Mesmero’s Demi-Men, the X-Men return home, discover Lorna’s secret and, using the portable Cerebro Beast created, depart once again to pinpoint the exact location of the mutant multitudes. Iceman remains behind to protect Lorna, only to be attacked by Mesmero and his elite guard. After paralyzing Iceman, Mesmero and his guards drop to their knees and begin worshiping Lorna, whom they refer to as the M-II.

2nd story: After getting married, Norton and Edna McCoy move to a desolate suburb, where Norton gets a job in a nuclear power plant—despite his wife’s misgivings. One day at work, the nuclear reactor almost has a meltdown, but Norton’s quick thinking and selfless actions prevent it. Unfortunately, it also exposes him to a massive dose of radiation. He quits his job and the married couple moves. Later, when they have their first child—a boy named Hank—they notice he has abnormally large and powerful hands and feet, which their doctor theorizes stems from Norton’s heavy exposure to radiation.

Full Summary: 

1st story:

Angel has an eerie feeling as he returns to the house that was once the headquarters of the X-Men. The once-bustling base for training and survival session is now nothing but a storehouse of fond memories and regrets. With the professor dead and the team disbanded, visiting their old house feels like leafing through pages of a happier time in a dusty family album. Regardless, Angel had to see it once more. He flies through a window and enters.

A strange feeling overcomes Angel as he looks over the floor of the house. Although it was once alive with everything he loved and respected, Angel now sees only a suite of musty, shrouded, silent recollections. The only remaining tenants are the ghosts of a thousand yesterdays. Warren just wishes he could transfuse those specters with blood and encase them in flesh.

Suddenly, he hears a loud ticking noise emanating from somewhere inside the mansion. It must be a machine, but Warren swears the X-Men shut everything down before they left, including the professor’s top-secret equipment. After scouring the mansion for the source of the noise, Angel discovers it comes from Cerebro, Professor Xavier’s machine for detecting active mutants. He learns Cerebro contains an emergency circuit that turns on the machine whenever it senses emerging mutant activity. According to its current readouts, it now detects the single-highest recorded concentration of mutants on the move. Deciding he must contact the rest of the X-Men at once, Warren sends out distressed thought waves, which he hopes Marvel Girl will detect with her newfound telepathic abilities. Hopefully, she will then connect Angel with all the rest of the X-Men, conference-call style.

Elsewhere, Marvel Girl, dressed in her civilian clothes, successfully picks up Warren’s frantic thoughts, loud and clear. She hooks Cyclops into the telepathic discussion before trying to contact Iceman and Beast, who are currently 3,000 miles away. Despite his strong psychic agency, she struggles to reach Hank. Since the distance between them isn’t an obstacle, she wonders what is hampering her message. Little does she know that at the moment, Hank and Bobby are not only 3,000 miles away, but also two miles up in the sky.

At that moment, on the other side of the country, Hank McCoy and Bobby Drake leap out of an airplane with parachutes attached to their backs. Hank curses Bobby’s name as he begins to fall; when Bobby mentioned he found a new cover job for them as “The Danger Twins”, he conveniently failed to mention its slight occupational hazards. Hank also wishes Bobby had chosen for them a less ostentatious name, like “The Dauntless Duo”. An incoming emergency signal from Jean Grey puts a stop to this current train of thought. Hank opens his mind to hers and apologizes right away for missing her first attempt at telepathic contact. He chalks it up to the sky-diving.

As the call diverts Hank’s attention, however, the freefalling Bobby stares at him in disbelief. Why doesn’t the dope hit the silk and open his parachute? Bobby worries that if Hank doesn’t snap out of his current stupor in the next thirty seconds, he’ll be eating dirt!

Hank arrives at the same realization at the same time. However, he fears it’s already too late: the delay in pulling his cord will reduce the efficacy of his parachute. He realizes he’s going to make an awful stain on the landscape. Thankfully, Iceman creates a pair of giant ice-tongs and grabs the freefalling Beast by the ankle. His action manages to slow Beast’s descent enough that he hits the ground on his back and survives. He’ll be bruised, Iceman says—but unbroken. At that same moment, a worried Jean Grey wonders why she lost contact with Hank right after he responded.

Meanwhile, not far from that aeronautical extravaganza, atop a gloomy San Francisco hill, a strange mansion hides an even stranger group of tenants. A green-skinned mutant man wearing purple and green armor speaks to his minions, a motley crew of mysterious, shrouded figures wearing blue and orange armor. He calls them his elite guard. With them to lead the others against the cowardly, weakling forces of normal men, they shall accomplish the glorious destiny of the mutants—a destiny foreseen long ago by their great and glorious master, Magneto! “All glory to Magneto,” the elite guard says, “and his glorious pupil—Mesmero!”

Mesmero uses the psyche-generator—a machine borne of the genius of Magneto that bombards its operator’s brain with energy—to send his clarion call near and far. Mesmero alerts all mutants, wherever they may be, that their day of greatness is at hand! Awake! Awake! Awake, the message says repeatedly. It stems from the spire of the San Francisco mansion and extends outward in every compass direction and to all points of life. The signal hits people all over the world, entrancing them wherever they stand. They come, an army of all-powerful humans blind to their own power! For these are—the latent mutants!

With his plan in motion, Mesmero orders his Demi-Men to patrol the streets of San Francisco and watch for the coming of the X-Men. After all, they too are mutants and might sense Mesmero’s awakening army. Now, with the dawn of greatness at hand, Mesmero merely wishes his master, Magneto, were present to share it with him.

Meanwhile, one of Mesmero’s entranced victims—a young, brunette woman in a fashionable yellow dress and boots—marches forward into a busy street in San Francisco. Her mindless shuffle leads her directly into the path of an oncoming car. Fortunately for her, Bobby Drake, the former X-Man known as Iceman, witnesses her perilous action and creates an ice-slick directly under her feet that halts her progress. After the girl loses her balance, Bobby grabs her by the arm and drags her out of the way of the incoming vehicle mere moments before it would have flattened her.

The woman immediately snaps out of her trance and examines her surroundings in confusion. Where is she? How did she get here? After Bobby informs her she is in San Francisco, the woman reveals she is 1,200 miles from her home. What brought her to this city? Bobby supposes she’s suffering from some temporary loss of memory. He asks for her name. “Dane,” the baffled girl says. “Lorna Dane.” Bobby introduces himself and tells Lorna she can rest and recover at his pad, which is not too far away. Before that, though, he offers to treat her to a hot cup of java. Lorna admits she is in no condition to refuse such an offer—even if she wanted to!

As they wander off to grab a cup of coffee, a group of San Francisco residents gathers behind them, examines the sheet of ice in the street and wonders how such a thing just appears in the streets of San Francisco.

Meanwhile, Marvel Girl and Angel soar aloft, while Cyclops hangs from the airborne Angel’s hands. Warren jokes and tells Scott he should really learn how to fly; he would save a lot on taxis! Scott tells him to hold tight and keep his mind on his work. They soon arrive at their destination: a small, supersonic jet Warren borrowed from the Avengers for cases of long-distance travel. After they hop aboard, Angel takes the controls and excitedly spirals the jet upward into the sky, while Scott, sitting in the backseat, tells Angel he feels safer flying with him without a plane.

Back at Hank and Bobby’s place, Hank arrives home and scolds Bobby for extending his invitation to the mysterious stranger. Has he vacated his senses? He brought a girl into their home moments before the rest of the X-Men are slated to arrive! Admitting he forgot, Bobby asks Hank not to worry. He intends to get the girl out of there before the X-Men arrive.

“You’ll get who out of here?” Marvel Girl asks as she enters the apartment. Behind her walk Angel and Cyclops, both of them in costume as well. Angel laughs; it sounds like junior is playing with fire again. Hank asks them to excuse his blundering associate, who is not such a bad guy once when gets to know him! Bobby assures them everything will be all right; Lorna, having just experienced quite a shock, is fast asleep. If that’s the case, then Marvel Girl suggests they hurry and finish their meeting before the poor girl unmasks the X-Men.

Swiftly, they review the facts. Angel wraps it up by informing the group that while Cerebro did locate the approximate distance and direction of the mysterious signal, it could not quite pinpoint the exact location from 3,000 miles away. Therefore, he says, the X-Men must perform a blind search of the entire area. Maybe not, Hank says. He reveals his latest project: a portable mutant detector—essentially a miniaturized Cerebro! With just a few more minor adjustments, the device should be ready. Bobby tells him to finish the device while the rest of them begin scouring the city. He asks Hank to keep an eye out for Lorna in the meantime. Hank consents, adding he thinks he detects a budding romance.

The X-Men board the jet Angel borrowed from the Avengers and fly over the city. While Angel maintains a consistent altitude, Cyclops activates the video-scanner to get a better look at the city. Luckily for them, they spot a mutant squad right away—the same elite guard Mesmero sent to patrol the city. Scott’s teammates wonder why he considers running into a band of walking nightmares “lucky”. Nevertheless, the X-Men descend and engage Mesmero’s Demi-Men in battle.

After telling Cyclops to take the controls of the ship, Angel disengages from the aircraft and arrives at the ground ahead his teammates. The Demi-Men fire at them. Magneto was wise to anticipate the coming of the X-Men, the elite guards say. “Their destruction shall be no small joy,” another of the elite guard says, “—for it was they who long hounded our mighty Magneto! Death to the X-Men!”

As Angel fights, he wonders what kind of mutants these opponents are. After all, they do their fighting with guns. He reminds himself that it’s not the time for twenty questions and focuses on the fight. At the moment, he engages two of the soldiers in battle, and with the help of a lucky ricochet, possibly three. Cyclops, meanwhile, tells Angel not to count his chickens before they hatch. He fires his optic blast at a guard and knocks the gun out of his hands. After complimenting Scott’s attack, Marvel Girl urges Iceman to watch out behind him. However, her warning comes too late, as Iceman takes a shot in the shoulder.

One of the Demi-Men on the sidelines observes Angel as he battles. He fights like all the Furies combined, the Demi-Man observes. However, he intends to take him out of the battle. As he lines up his shot, however, Cyclops knocks the gun out of his hand just in time with an optic blast. He came much to close to killing Angel for his comfort, Cyclops says. The injured Iceman asks who said anything about comfort.

Marvel Girl spots one of the soldiers sneaking up behind her and incapacitates him with a psionic bolt. They sure don’t give up easily, she says! Angel thinks they just need a little more convincing. As he whips around to attack another one of the guards, however, he is struck by a blast from one of the energy guns and falls to the grass.

Marvel Girl celebrates their victory over the squad of soldiers. At that moment, she notices Angel lying motionless on the ground and rushes to his side, the whole time wondering if he died in the battle. As the X-Men race toward their fallen comrade, each step feels like a million years. Much to their relief, Angel soon stirs from his spell of unconsciousness. He’ll be okay, Cyclops says. Jean agrees, but adds Angel will certainly have some bruises to show for the occasion. Cyclops considers this par for course in their line of work. As he and Iceman help the injured Angel back to the plane, Iceman wonders aloud if Hank is done working on the portable Cerebro.

Sure enough, at that moment, Beast puts the finishing touches on his invention. It passes all the preliminary tests, so he turns the machine on for its first test-run. To his surprise, it picks up a mutant-energy impulse right away. To his even further surprise, the mutant it detects is in the immediate vicinity—and grows closer and closer with each passing moment. It’s in the next room, he realizes! Who in the name of sanity could it be?

Suddenly, Lorna Dane, her hair now green, emerges from the bedroom wearing only a bathrobe. “Hi there! Thought I’d shower and—hold it! You’re not Bobby,” Lorna says. She notices Hank’s strange costume and pauses. Beast, after introducing himself as a bosom companion of Bobby’s, lies and says he is on his way to a costume ball. He asks Lorna who she is—and why she has green hair. “That’s my lifelong secret! I was born this way!” Lorna admits. She dyes her hair to avoid attracting the curious, but the dye washes out. She asks Hank to keep her secret.

“It shall go even unto the grave, m’lady!” Hank says. Deducing Lorna to be obviously another latent mutant, Hank decides to keep her there until the others return—at which point he can surprise them. He fails to consider when anything last surprised the X-Men, though.

After the X-Men return home, they reach the same conclusion as Beast: Miss Dane is an unconscious mutant, drawn to San Francisco by the same force that drew all the others. Cyclops assumes Magneto is behind it all. The confused Lorna Dane asks what they mean. What’s this about mutant powers? Who is Magneto? Beast explains that Magneto was a champion of evil devoted to the demise of the X-Men, but Marvel Girl adds that Magneto is dead. They saw him disappear into a watery grave—or did they? Regardless, Beast doesn’t care if it’s the ghost of Magneto leading the latent mutants and suggests they allow Cerebro to bring them to the mutant multitude. Cyclops agrees and suggests they get moving. He wants to get to the bottom of it—pronto!

As the X-Men begin walking out the door, Lorna asks if they just plan to leave her there. She inquires as to the whereabouts of Bobby; he promised to protect her. Beast, lying once again, claims Bobby had to go on an important mission, but offers to have his friend Iceman watch after Lorna! Iceman picks up on the cue and agrees, claiming to be just as good a protector as Bobby Drake.

Angel, Beast, Cyclops and Marvel Girl board their borrowed jet and head to the source of the mutant mayhem. As they approach the mansion, Cyclops expresses his hope that they keep the girl they rescued safe. Jean wonders why they wouldn’t. After all, the girl is but one of many latent mutants who were innocently drawn into this conspiracy. Cyclops supposes she is right, but admits to having a strange premonition. His teammates ask him to shelve it for later; Cerebro just detected a strong signal from the nearby, fog-shrouded mansion.

Back at Bobby’s pad, Cyclops’s premonition is revealed to have been accurate when Mesmero and his Demi-Men burst through the door, surprising Iceman and Lorna. Mesmero advises against trying to take Iceman alive, for he is far too dangerous. Until they have the M-II, they should not attempt any such unnecessarily dangerous tasks. As the elite guard storms in, guns blazing, Iceman hears Mesmero’s voice and realizes it is not Magneto speaking—but considers it a good, vicious substitute. He knocks out one of the guards by hurling a frozen ice-ball. The rest, he deep-freezes within a thick coat of ice. They won’t thaw out until next spring, Iceman quips!

“You are impressive, Iceman—against my underlings!” Mesmero says. “But now—see the full and awesome power of—Mesmero!” The green-skinned mutant’s eyes glow yellow and he releases a series of concentric, hypnotic energy circles. The effect devastates Iceman. He feels a terrible pressure inside his skull, like great streams of lava rolling down and over his brain. Although his mind remains clear, he cannot command his body. He can see everything and think clearly, but can do nothing more! With his every muscle totally paralyzed, the immobilized Iceman admits Mesmero is nearly as powerful as Magneto.

Mesmero laughs at him. This is but a small sample of the total power they shall wield once they have the M-II weapon, he says. Iceman, catching this second reference to the M-2, wonders what it is. Lorna, meanwhile, asks what any of this has to do with the X-Men. She begs Iceman to do something before Mesmero kills them both!

Lorna screams when Mesmero turns his attention toward her. Stay away, she begs! She couldn’t stand it if he touched her. To her surprise, Mesmero reveals her fear is not necessary; she misjudges their intent. They are not her enemy, nor is she theirs. Suddenly, Mesmero and the Demi-Men kneel before Lorna and lower their heads to the floor. They came not to harm her, but to worship her. The stunned Lorna Dane asks Iceman to do something to help her. Iceman, unable to speak, merely thinks to himself that he wouldn’t know what to do even if he could move. It looks like he’s through, he thinks.

2nd story:

Inside an atomic energy plant…

From inside a protected control room, Norton McCoy operates the atomic rods on a nuclear reactor. The reactor grows out of control; Norton realizes the nuclear pile is ready to blow. If he can’t lower the rods in time, the entire area is doomed!

One of the seeds of the story of Hank McCoy, the fantastic young man who would one day be called the Beast, is buried here, in an atomic energy plant, as his father wrestles against destiny’s wrath. Hank McCoy’s story does have happier roots, however, if one looks back further, to the day Norton McCoy married Edna Andrews.


Norton and Edna rush out of the wedding chapel and into their awaiting vehicle, which has been lovingly decorated with ribbons and a “JUST MARRIED” sign on its rear. While the crowd throws rice, a friend advises Edna to save the grains, for they may be all her cheapskate husband provides! Edna laughs and tells Norton he has some friend there. Norton laughs; he thought the heckler was one of Edna’s friends!

Later, Norton drives Edna to their new home in a sparsely populated neighborhood. It looks so desolate, Edna observes. Norton tells her to give it time; it’s a new town, built specifically for the power plant in which he’ll be working. That’s what really frightens her, Edna says. She doesn’t like the thought of her husband working around atomic energy. It’s so dangerous! Norton informs her they are not making bombs; it’s a peaceful application of atomic power. Nevertheless, Edna’s fears remain, as some say it is deadly material. As Norton carries his wife over the threshold of their new, suburban home, he tells her not to worry. The plant has all sorts of safety devices. He welcomes Mrs. McCoy to their new home. Her mind still on atomic power, she tells Norton she just hopes he’s right.

As it turns out, Hank McCoy’s father-to-be is just whistling in the dark, as shortly after that, whistle echoed terrifyingly. Norton bursts into his boss’s office one day with news of trouble in Section B. Mr. Marlin asks if it is the Breeder reactor, to which Norton responds it is. They rush to the control room, where Mr. Marlin asks how long the situation has been occurring. Too long, John answers, adding that he’s been trying to lower the carbon rods to quiet the pile—with no success. Marlin orders Norton to summon the chief electrical engineer and to clear the crew from the B-R observation deck. He decides to withhold a general public warning for twenty minutes to avoid creating unnecessary panic.

The electrical engineer arrives and delivers some bad news: the short circuit is not on the surface. It could take several hours to diagnose and repair! They don’t have that kind of time, Marlin realizes. Someone will have to enter the observation deck and lower the carbon rods manually! A fellow engineer points out that Marlin will not find many volunteers for that job. However, they need not even search, as Norton McCoy has already taken the task upon himself.

Marlin is shocked to discover McCoy inside the observation deck, already wearing a protective suit. He urges McCoy to exit the deck immediately; the suit isn’t radiation-proof! If it were, he would be immobile. If that’s the case, then Norton McCoy supposes he had better get started immediately. The sooner he finishes, the sooner they can go home! Resigning himself to the situation, Marlin begins issuing orders to his stubborn employee, the first of which is to lower the control rods—slowly. If he smashes them, they’re all dead. Norton tells him not to worry; he’ll set the rods down as gently as the top floor on a house of cards.

Norton McCoy soon discovers he’s handling something much heavier than playing cards. As hard as he tries, he can barely keep the operating wheel from spinning out of control. He has no choice in the matter; if he lets go, the carbon rods will crash! The other engineers watch anxiously as Norton nears the completion of the task. However, they wonder how much longer he can endure the strain. To make matters worse, the observation deck is now saturated with radiation. If they don’t retrieve McCoy soon, they worry he’ll be fried to a crisp.

Just then, Norton McCoy finishes the task and slumps over the wheel. His colleagues rejoice and, not wanting a dead hero, hurry to get him out of the observation deck as soon as possible. As they haul his limp body out of the room, one man opines that they do not make medals big enough for a man as heroic as Norton McCoy. The other man cynically suggests McCoy did it with the headlines and cash rewards in mind. His colleague counters that those who take the time to consider such rewards never have time to commit acts of heroism like McCoy’s.

Later, Edna McCoy visits her recovering husband in the hospital. He assures her he will return to work in a few months! Not at that plant, Edna states. She gives Norton an ultimatum: he can either find a new job or a new wife. She strikes a hard bargain, Norton says. She replies she only does so when dealing with a hard head.

The couple eventually finds a new town and a new job. Shortly thereafter, Edna visits the doctor to confirm a suspicion of hers: she’s going to have a baby! Norton considers this the best news of the century. The doctor, however, is less enthusiastic. He gravely informs Norton that his exposure to radiation may have strange genetic consequences on their child. Put simply, their child might not be normal. How horrible, Edna cries. Norton asks her not to worry. After all, their child may be better than normal!

When the child is born, the nurse in the delivery room confirms the boy is quite normal—except for his exceptionally large hands and feet. The doctor agrees. He wonders what else time will tell them about the baby.

Later, Norton’s brother Bob visits the newborn, who holds his bottle between his big feet. “Look at that little devil! Fantastic the way he uses those big feet!” Uncle Bob observes. “Coochy-kitchy-coo!” Norton warns him that little baby Hank may not like that sort of talk. “Nonsense! All kids like coochy-kitchy-coo!” Uncle Bob says. To Bob’s surprise, baby Hank reaches up and punches him beneath the jaw. Although slightly shaken, Bob remarks that the baby may one day be a heavyweight champion and a field-goal kicker—perhaps both!

“Could be,” the happy parents say, not yet aware their child is destined for something far greater than that.

Characters Involved: 

1st story:

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

Lorna Dane (latent mutant)


The Demi-Men (Mesmero’s Elite Guard)

Various latent mutants

In illustrative image only:


2nd story:

Henry McCoy
Edna Andrews (Beast’s mother)

Norton McCoy (Beast’s father)

Uncle Bob (Beast’s uncle)

Mr. Marlin (Norton’s boss)

John (Norton’s colleague)

Electrical Engineer (Norton’s colleague)



Story Notes: 

1st story:

This issue marks the first appearance of Lorna Dane, the mutant woman who eventually comes to be known as Polaris. As this issue reveals, Lorna’s primary mutation is not her control of magnetism, but her green hair. Her magnetic powers are actually her secondary, latent mutation.

This issue also marks the first appearance of Mesmero.

Professor X seemingly died in X-MEN (1st series) #42.

The X-Men disbanded as per the advice of FBI Agent Duncan in X-MEN (1st series) #46.

Marvel Girl’s began using telepathic powers—supposedly for the first time—in X-MEN (1st series) #42. X-MEN (1st series) #65 reveals Professor X shared some of his telepathic powers with her shortly before his seeming death. Later retcons will reveal that she has actually always been a telepath whose telepathy was restricted early on by Professor X for Marvel Girl’s well-being.

Other than in the title, the Demi-Men are never actually referred to by that name within the pages of this—or any—issue.

There is a possible error on page nine when the Demi-Men refer to Mesmero as Magneto.

Magneto seemingly died in AVENGERS (1st series) #53. The Magneto for whom Mesmero and the Demi-Men work is revealed to be a robot in X-MEN (1st series) #58, while the real Magneto does not return until X-MEN (1st series) #62.

2nd story:

This story is the first of a five-part origin story about Beast. All five parts of the story are reprinted in succession in AMAZING ADVENTURES (2nd series) #17.

This origin story expands upon Beast’s brief origin story given in X-MEN (1st series) #16, and is later elaborated upon in UNCANNY ORIGINS #6, X-MEN UNLIMITED (1st series) #10 and X-MEN ORIGINS: BEAST.

Since this issue features his birth, this is therefore the first chronological appearance of Hank McCoy, also known as Beast.

Issue Information: 
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