X-Men (2nd series) #86

Issue Date: 
March 1999
Story Title: 
Thanks for the Memories

Alan Davis (Writer), Fabian Nicieza (Penciler), Mark Farmer (Inkers), Liquid! Graphics (Colorist), VC’s Richard Starkings and Comicraft (Letterer), Mark Powers (Editor), Bob Harras (Editor in Chief)

Brief Description: 

Joseph finds himself in a mysterious place, held prisoner by the woman calling herself Astra. She introduces herself as the first member of Magneto’s original Brotherhood of Evil Mutants, but she was also the first one to quit, before the group ever encountered the original X-Men. She and Magneto parted badly, and since then she has spent years perfecting her own plans for Earth – and Magneto’s downfall. When Magneto crash landed on Earth when his spatial home was destroyed, she salvaged his mind in order to use his template to make a younger, less inhibited clone. Due to the lack of restraint, the clone was more powerful, but would be consumed by his powers faster. She then sent the clone to deal with Magnus while she jaunted through time and space to find more parts for her master plan. After Magneto bashed the clone’s head, he awoke amnesiac in Central America and was found by a nun, and thus he became the man known as Joseph! However, Astra reveals that her plans are far from over. Meanwhile, the X-Men finds themselves trapped in the Arctic Circle, bearing the brunt of the magnetic and snow storms, while the Acolytes watch them from above safely. Colossus’ body becomes a conduit for the energies at play thanks to the magnetic storm, and Rogue is injured when she inadvertently flies in between the unseen connection between him and the energies. Above, the Acolytes argue whether this is fair to let the X-Men die like this. Scanner does not think so, but Mellencamp reminds her how the X-Men turned her and other Acolytes into the government months ago when they could have brought her to the Institute. Xavier uses all his strength to tear through the magnetic storm and make psychic contact, but Scanner, still siding with the Acolytes despite her sympathy, uses her powers to attack the astral form, as she is angered that Xavier had a chance in the past to give her a real home and he sent her to the authorities instead. Meanwhile, as the U.N. recruits Dr. Alda Huxley to deal with the current situation with Magneto, which she seemingly has an uncanny interest in, Gabrielle Haller, discovers that Russia has sent nukes to destroy Magneto’s base. Magneto, however, senses the nukes and diverts them, setting them off before they reach him. However, the X-Men are caught in the shock waves of the blast!

Full Summary: 

Somewhere bad:

There was fire all around him. Walls were collapsing, all because Exodus, a maniac of Joseph’s – no, of Exodus’ own making – was fighting someone Joseph did not recognize. Avalon, his – no! Magneto’s – sanctuary was falling apart. Suddenly, metallic hands grabbed him. Colossus strapped him into an escape pod. There was a jolt as the pod was jettisoned, and his bones rattled in re-entry to Earth. He landed, and the hatch opened. There was a woman staring at him through the Arctic air. <>

“—I remember—,” mutters Joseph, “I REMEMBER!”

This is the first time that the man known as Joseph has said these words in his life. He is a mutant, born the powers to manipulate magnetic energy. However, Joseph has other complications.

No, you don’t, says a woman wearing metallic armor and a green sash around her waist. She looks upon Joseph stoically, as he hangs restrained by his legs and arms to an unearthly device, impossible to describe other than a holding system. Confused, Joseph asks the woman what she means. She is the one you removed him from the pod! I did not such thing, replies the woman. Did you take Magneto from the pod, Joseph rephrases. Yes, replies the woman. And am I not that man whose body was made twenty years younger, asks Joseph. Yes…and no, replies the cryptic woman.

Joseph recalls to his last memory, when this woman kidnapped him, and recalls that she said she is his mother. Figuratively, says the woman. Angered, Joseph tells her to stop talking in riddles. Actually, says the woman, she has answered all the questions truthfully. Her name is Astra, and she did rescue Magneto from that pod. But she did not rescue him from that pod. She used the master of magnetism to make him!

You made me, asks the distraught Joseph. Not very well, apparently, criticizes Astra. She mutters to herself that the psi-mneumonic filter must have been defective. The residual memory leakage should have been screened out during the psi-sculpting. That is what she gets for using Krylorian technology. Joseph realizes that Dr. Hamal’s tests at the lab were correct. He is a clone?! Slightly offended, Astra tells her subject that clone is hardly the appropriate word for her work. He is the culmination of years of work. It was a plan that started cooking when Magnus recruited a group of young mutants to be his strike-force.

Astra uses her advanced alien technology to warp the fiery substance hanging in the air until it projects an image of the Brotherhood of Evil Mutants, though alongside the Scarlet Witch, Quicksilver, Mastermind and Toad stands her! She was the first to join the Brotherhood, and the first to leave. Magneto thinks himself to be a messiah. He thinks mutants should rule humans. She won’t argue with that part. Humans are nothing compared to them. However, how many messiahs does Joseph know that would do what Magneto did to try and accomplish his goals? Joseph is confused, and Astra is not surprised. He wasn’t made to question – only to perform. She then sends energy painfully coursing into Joseph’s body, and wants to see what memories she can pull up on her fiery display. She wants to know what Joseph has been doing while she was elsewhen.

Arctic Circle:

Magneto sends out a massive surge of magnetic power through the magnetosphere, sending a powerful message out to the world. He feels people using electronics everywhere. Everything is attuned to the magnetosphere somehow. Now, Magneto is more than just able to merely tap into that energy spectrum. He is a part of it, as if it were a taste on his tongue. His powers surge from the Arctic base and expand out to the world. Walkie-talkies scramble. Blow-dryers turn off. Power lines short-circuit. This is all thanks to the amplification conduit he is attached to. Magneto owns the world!

Not too far…:

The X-Men knew they were risking their lives. They know that not a soul on Earth gives a damn if they died. However, they are the X-Men, dedicated to protect a world that fears and hates them. That is why they walked into a trap. Using their powers they crash landed their jet. However, the struggle to survive has just begun.

A raging storm continues over the wreckage of the Blackbird. Shadowcat keeps the Professor warm with a blanket, while Gambit and Rogue help keep the shell of what is left of the jet up around their leader. Colossus, Wolverine and Nightcrawler take point, while Marrow and Storm try to keep themselves warm. Marrow is freezing, and Colossus admits that he hardly noticed. Marrow then tells Colossus to warm her up and moves towards him. Colossus freaks out, and when Marrow touches him she is zapped by electricity. Colossus tells her that he is sorry, but this magnetic storm and his metallic body form a conductor of electrostatic energy. That doesn’t come as a shock to me, jokes Nightcrawler. Storm, however, isn’t amused.

Why not, asks Wolverine as he stares up at a shielded jet, hovering in the sky above them. It is funny how the Acolytes are safe up there and the X-Men can’t move without being seen. Nightcrawler smiles and suggests that perhaps they make sure the Acolytes cannot see them.

Nightcrawler and Wolverine duck behind Colossus and some wreckage out of sight of the Acolytes, and then teleport. However, Nightcrawler misses his mark and reappears far away from the Acolytes’ jet! Unfortunately, it seems that the electromagnetic storm has wreaked havoc on his ability to navigate. The two men begin to fall, and Wolverine asks Kurt if he will teleport them back down, but Nightcrawler is worried about teleporting them inside the wreckage, or inside a fellow X-Man. Some possibilities there, says Wolverine. Is this the time for jokes, asks Nightcrawler.

Rogue flies ahead to get the two, but Colossus calls out to her and tells her not to fly in front of him. It is too late. Rogue flies in Colossus’ path and is struck down by magnetic energy thanks to Colossus’ metal body and the storm!

Colossus falls to the ground, on fire, and blames himself, as Rogue falls to the ground motionless. Storm tells him not to blame himself. Gambit rushes over to Rogue, but Kitty warns him not to touch Rogue’s exposed skin through her tattered uniform, as his fingers are exposed through his gloves.

Duh, sorry, says Shadowcat, when Storm reminds her that Gambit of all knows about Rogue’s inability to touch. Kitty bends by Rogue and tells the team that her gloves leave her best suited to treat Rogue without skin to skin contact. How is she, asks Gambit. Xavier checks up on Rogue psychically and finds that she is stable. He then tells Gambit to remain calm, despite his feelings. He storm is taxing his telepathy and he needs the strength – so screening out extreme emotions is weakening him.

Wolverine and Nightcrawler return. Logan tells Charles that at this rate they will all be stiffs, so he won’t have to worry much longer about blocking out their emotions. Nightcrawler tells his teammates that they landed on a nice soft snow bank. Storm admits that the weather is beyond her ability to control, so Marrow asks what their next move is.

There is silence: and that scares Marrow more than the situation. Marrow then wonders to herself – is fighting against mutants to save humans who hate mutants really worth dying for?


The residents of Genosha have been asking the same thing for years. It is an advanced nation whose ruling class created a slave caste of mutates – humans whose mutant potential was biologically unlocked. Eventually, the mutates rebelled and now a Civil War rages in Genosha. However, another pressing question is raised.

“Where the bloody hell is Charles Xavier?” asks a short haired, blonde woman. Unknown, says a U.N. agent to Dr. Huxley. Huxley then asks that if, in light of the United Nation’s inability to find Charles Xavier, they have come to her. Agent Geller tells Huxley that since she spent eighteen months in this hellhole, her experience is enough justification for the United Nations to find her. I’m sure it is, says the smiling woman as she walks from her limo to a jet with Agent Geller.

Huxley recognizes the ship as a S.H.I.E.L.D. model, making her feel important. What is the problem? Agent Geller tells the woman that she will be briefed in transit. All he knows is that it has something to do with Magneto. Really, says the woman, who is suddenly more interested. That is the best news she has heard in the last eighteen months.

Somewhere, somewhen, in that bad place:

Astra smiles as the Kt’Knlan Recall Psitap kicks in and pulls up Joseph’s recent memories. The memories displayed before Joseph are memories locked away from him, which took place while she was shopping in the Milky Way. Joseph sees an image of him naked in a tube of liquid. This is apparently right after the Kymellian Matrix Buffer downloaded a duplicate transport pattern of Magneto into a Glyxian eugenic restorative tank. Astra then sees an image of herself looking back, and wonders if it is a glitch in the equipment. The slightly eccentric woman then realizes that she is just seeing herself through Joseph’s eyes back then.

Astra wonders what Joseph thought back then. The next image shows Joseph alongside the X-Men. Was Joseph thinking he could carve a new life as an honest member of the X-Men? She then flips and makes fun of Joseph for falling in love with Rogue. Joseph bores Astra! He was meant to be a weapon! She then makes a mental note to always keep an eye on experiments when they are still fresh out of the oven. Also, she should get an mRNA matrix of Rogue. She then hits the fast forward button on Joseph’s memories, which causes him pain.

Oh, I forgot to tell you that would hurt, says Astra coolly. She then sees an image of Joseph kissing Rogue on the forehead. He used his abilities to accomplish what Xavier and Magneto could not do for her – if only for an instant. If only Joseph had more time with her. Things would have been different for them both. Astra then sees a memory of Joseph making peace with Quicksilver. Astra then becomes angry and hits a button, which puts Joseph in pain. She asks him if Quicksilver is still as insufferable as he always was. The button Astra pressed then speeds up the memories.

The next memory is of the real Magneto, waking up somewhere on Earth. This is the moment he first woke up – give or take six weeks and a dozen spatial jumps. Magnus was confused, but that was because Astra restored his mind after Xavier ravaged it. However, the damage was bad, even down to the genetic level. She saved his mind, as if she had made a copy of Magneto without a mind Joseph would have just been a potato with abs. Astra recalls how Magnus’ reaction was precious. He was stunned to see who his savior was.

Magneto leapt at her, yelling about what he would do to her if he ever saw her again. That is when he got a taste of his own medicine. Getting two shocking looks from a man who is so prideful on being stoic is icing on the cake. The second shock came when Joseph arrived and Magnus first laid eyes on him!

Joseph watches on the image of how he first attacked Magneto as Astra’s puppet. Joseph was an exact duplicate, except he was younger. As a result, he lacked Magneto’s self-restraints over his powers and was stronger. Astra was overjoyed to see Magneto physically beaten, much like how he emotionally beat her years ago. Astra then tells the weak Joseph that she is glad she retrieved him. There is much work to be done.


The Acolytes continue to hover over the X-Men. Neophyte stares out the window and tells his teammates that this doesn’t seem right. Scanner agrees. However, what can they do about it? Kamal, who plays cards with Mellencamp and Unuscione, tells the two that they had their orders. Let the infidels die in the cold. Mellencamp tells Scanner to reverse the roles. Would the X-Men have saved them? Annoyed, Cargill tells Mellencamp that of course the X-Men would. They have done it in the past! Several times! If it weren’t for Cyclops, she, Scanner, and the Kleinstocks would have died in the Australian Outback. However, that is not the issue here.

Why isn’t it, asks the troubled Scanner. Can’t they disagree with the X-Men and still respect them? Like they’ve respected us, retorts Mellencamp. They have given shelter to Rogue, Wolverine, and even Sabretooth. However, Cyclops turns Scanner’s group in. I know, says Scanner, but – suddenly the girl senses a bioelectric shift.

Scanner turns to see a psychic projection of Charles Xavier enter the ship. Charles tells the Acolytes that he means no harm. Talking to them telepathically is excruciatingly hard, but he must talk to them. Their defense of Magneto’s actions will create irreparable harm between humanity and mutants! Mellencamp approaches Xavier and tells him that Magneto would say that Xavier’s inaction has done the same for years. Please, says Charles, there is no need for conflict.

Angry, Scanner tells Xavier that the time for talk ended when he violated Magneto’s mind, and when he rejected her! Xavier reminds Scanner that she willingly turned herself in, but Scanner tells him that he could have given her a second chance – and a real home! Instead, he handed the Acolytes to the authorities. It is his loss, however. She has improved control over her powers now. She can scramble a person’s bioelectric rhythm. Scanner then attacks Xavier’s astral form, and punches her fist through his chest!

Outside, Xavier’s body is slammed back into his chair, forcefully.

Xavier regroups himself, as Storm and Shadowcat tend to him. The X-Men have built a makeshift tent and a fire using whatever supplies they have left. Gambit jokingly asks Xavier if he turned on his charm. Xavier tells the team that the Acolytes are conflicted and confused about their course. Boo-hoo for them, says Wolverine, as he smokes a cigar outside the tent. It is a bit hard to sympathize when they are nice and cozy in their ship.

With the storm temporarily subsided, they have a chance, says Wolverine. They can head north until they reach the shoreline. They have a better chance of finding something there. Gambit mutters to himself that there is nothing better than trudging in the snow. He hasn’t done that recently, he says to himself sarcastically. Marrow agrees with Wolverine. It is better to freeze on their feet. Xavier lectures Wolverine and tells him that he will not recklessly find Magneto by charging into the unknown. Their best hope for survival is sticking together.

Wolverine gets into Xavier’s face and asks if they will hug each other while Magneto wrecks the world again. Even after what Magneto did to him, will Xavier still hold back and do nothing?! Whoever said I was doing nothing, asks Xavier.

Someplace bad:

Astra smiles as she rewinds and plays back the memory of Joseph completely destroying Magneto. She tells Joseph that when she made him she made sure he didn’t have certain aspects of the original. Age was one thing, since a younger man was more powerful. He also lacks the memories and indomitable spirit of Magneto, because he can be a dullard. Most importantly, she made sure he did not have Magneto’s self-preservation limitation factors. Most powers of extreme power put a ceiling on their powers. Otherwise, people like Magneto and Xavier slip beyond the parameters of flesh and blood and their powers consume them. By removing the limitations, Astra has opened Joseph to the risk of burning himself out through the use of his powers – but that day, Magneto realized Joseph was far more powerful than him.

That was the saddest and most thrilling part. She watched a man she loathed and loved and respected and feared for so long reduced to tearing a ceiling down on his opponent and fleeing! That is when she became overconfident, and sent Joseph to end the job alone. She jaunted away to find more treasures to complete her plan. In hindsight, leaving him alone to his own devices was a bad idea. Why don’t they find out exactly how he messed up botching a perfectly easy kill?

The United Nations:

Ferris continues his speech to the delegation. He tells the men and guards that Magneto will end this strike when he is satisfied that his demands are met.

Up above, Ambassador Grigorev tells Dr. Gabrielle Haller to listen to the machine’s double-talk. He speaks as if Magneto is lashing out in defense. Haller argues that there is a precedent on both sides of this fight for ill-advised action. Offended, Grigorev asks Haller if she remembers when Magneto blatantly attacked the submarine Leningrad. Russians have long memories and regardless of the outcome here, when or if Xavier arrives, they will seek vengeance for the wrongs done to them.

When she was younger, Gabrielle Haller counted both Xavier and Magnus as friends. She saw Magnus’ gentle side as he helped her overcome the unthinkable horror she suffered in the Nazi death camps. However, in time she saw a crueler side to Magnus. It is this knowledge that causes Haller to shudder.

Gabrielle’s fears are well-founded, though. At that very moment in the waters above Novaya Zemlya, a Russian ship unleashes two specially adapted nuclear cruise missiles!

Someplace bad:

Astra pushes Joseph’s body to its limits as she pushes more memories out of him for her to see. She watches as Magneto and Joseph battle over a building; unleashing massive amounts of energy. Even though she didn’t keep on eye on him for the battle, she is impressed by his fierce power. It seems Joseph caught up with Magneto over the jungles of Central America. Magneto realized he could not win straight-out, so he decided survival was the better part of valor. Magneto used his powers to slam a chunk of machinery at the back of Joseph’s head at 500 kilometers per hour. That must have hurt!

Astra watches Joseph fall out of the sky. Magneto fled to lick his wounds. Joseph lay in the jungle to heal for days and when he woke up he had a beard and no memory of who he was or how he had gotten there. He wandered through the jungle and found a – nun? She recognized Joseph as a mutant, and the rest is history. Believing that he really was Magneto, Joseph joined the X-Men for help.

Believing him to be Magneto, Astra is sure Xavier was thrilled to help Joseph redeem himself. What a crock! She made him more powerful and ruthless and he ends up being a spandex boy scout. She is not appreciative of the Gel’Da’Nabians practice of infanticide.

Due to Joseph’s failure, Magneto is posed to take over the world. That will be detrimental to her plans for Earth. So here is what they are going to do.


The nukes streak towards the eye of the magnetic hurricane, with their glass structures protecting them from the havoc the storm is causing. Their guidance systems are targeted to Magneto’s biogenetic energy structure. Magnus feels the nukes coming and he tries to divert them up into the atmosphere, unaware that the nukes were programmed to react to the first sign of Magneto’s power reacting – and detonate!

Magneto is overcome by immense stress as he tries to minimize the force of the nuclear reactions.

Not too far:

Wolverine realizes that was a nuke that just exploded. Xavier estimates that they have less than two minutes before the shock waves reach them.

Time to make donuts, yells Gambit as he throws charged cards into the snow to dig beneath. Colossus and Rogue join in and Piotr asks how far deep they should go. Australia sounds right, replies Rogue. Storm tells the team that he wave is coming. She will try to deflect the initial wave. As Wolverine and Nightcrawler push up chunks of ice to act as a wall, Marrow tells her teammates that this is ridiculous. They cannot stay here!

No choice, says Wolverine to Sarah. As the X-Men pile in underground in their ditch, Marrow asks Wolverine if he is really giving up. Does the X-Men manual say to do that?

“Hardest lesson to learn, girl…” says Wolverine as he holds the terrified Marrow, “…sometimes the bad guys win!”

The shock wave hits, and obliterates the entire area.

Characters Involved: 

Colossus, Gambit, Marrow, Nightcrawler, Professor Xavier, Rogue, Shadowcat, Storm, Wolverine (X-Men)

Cargill, Kamal, Katu, Magneto, Mellencamp, Scanner, Neophyte, Unuscione, Vindaloo (Acolytes)


Joseph (former X-Man)

Astra (former Brotherhood of Mutants I)

Dr. Gabrielle Haller

Russian ambassador Grigorev

Various delegates of the United Nations

Dr. Alda Huxley

Agent Geller of the United Nations

Joseph’s Memories:




Beast, Bishop, Cecilia Reyes, Cyclops, Maggott, Marrow, Phoenix IV, Rogue, Storm, Wolverine (X-Men)

Quicksilver (former Avenger)

Story Notes: 

This is part two of the Magneto War crossover. It continues from Uncanny X-Men #366 and continues into Uncanny X-Men #367.

Exodus and Holocaust battled in Avalon in X-Men (2nd Series) #43, leading to its destruction.

The Brotherhood of Evil Mutants I first premiered in X-Men (1st Series) #4.

Joseph temporarily countered Rogue’s powers and kissed her on the forehead in Uncanny X-Men #341.

Joseph made peace with Quicksilver in X-Men: Magneto War one-shot.

Cyclops aided the Acolytes in the Australian Outback in X-Men (2nd Series) #44.

Magneto ripped out Wolverine’s adamantium skeleton in X-Men (2nd Series) #25.

Issue Information: 

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