X-Men (3rd series) #10

Issue Date: 
June 2011
Story Title: 
To Serve and Protect conclusion

Victor Gischler (writer), Chris Bachalo with Paco Medina (penciler), Tim Townsend, Wayne Faucher, Jaime Mendoza, Al Vey and Juan Vlasco (inkers), Antonio Fabela with Jim Charalampidis (colorists), VC’s Joe Caramagna (letterer) Terry Dodson and Rachel Dodson (cover), Chris Bachalo, John Tyler Christopher (variant covers), Daniel Ketchum (associate editor), Nick Lowe (editor), Axel Alonso (editor in chief), Joe Quesada (chief creative officer), Dan Buckley (publisher), Alan Fine (executive producer)

Brief Description: 

With Gambit, Storm and Wolverine transformed into lizards Emma is in a heap of trouble. Luckily, it’s Spider-Man to the rescue. Together they escape with the Lizard-Men hot on their tail. After a brief encounter in which the pair flood the transformed X-Men, Emma and Spidey escape and discuss what’s happening. Spidey figures Dark Beast’s machine is emitting a pulse that keeps the lizard people lizards, which is slowly working on them, the initial blast serving as a catalyst for instant transformation. With that realized, they decide to smash the machine. Unfortunately, the lizard creatures track them down again. They attack Spidey who tells Emma to head back to the lair and destroy the machine while he holds them off. She makes it to the lab, but is confronted by Lars and Dark Beast. Instead of facing them herself she releases the Lizard who destroys the machines and takes out Lars, cornering Dark Beast. Spider-Man and the good as new X-Men arrive and keep the Lizard from exacting his revenge. He then decides to return to the sewers and nobody, not even the exhausted Spidey, tries to stop him. Instead, they help Max get back to the surface where the rest of the kids, and Max’s mom, are waiting. In the end, it’s a public relations dream come true, which was exactly what Cyclops was looking for.

Full Summary: 

Dark Beast’s lair

Lars looks over his boss’s shoulder at the latest creations. Dark Beast smiles triumphantly as he takes a sip of his coffee. In the center of the room are the newly transformed X-Men. The only one who didn’t turn into a lizard is Emma, who managed to erect her diamond form before Beast’s lizard-morphing brainray was activated.
This is the first time the process has been tried on mutants and it’s an obvious success. Not only did the X-Men become savage lizard creatures, but with two Snikts it’s obvious they retained their powers. Wolverine lets out a slow, guttural snarl before baring his sharp teeth and charging Emma.
Beast remarks on the savage and primal creature that is Wolverine. He tells Emma Wolverine is facing an overriding, driving desire to feed. Beast proudly proclaims he unlocked the secret, tapped the primordial depths of human DNA.
The vicious creature that once was Wolverine takes a swing at Emma, who deftly dodges the attack. On her way down she wraps her cloak around Wolverine’s face temporarily blinding him. She tells Dark Beast it’s bad enough having to fight off her teammates without having to listen to his annoying Doctor Frankenstein blather.
Gambit comes in next, a big brute wearing his trademark trenchcoat. She slide tackles and tosses him into Wolverine. When Storm approaches she punches her square in the face. It’s apparent these lizard creatures don’t have the fighting prowess of their human selves.
Then Gambit comes at her from behind, having quickly recovered from her attack. He grabs her around the neck and tries taking her to the ground. To the rescue is your friendly, neighborhood Spider-Man who finally manages to break into the room. He takes out Gambit with a flying kick, and using his trademark wit tells Emma the last train out of lizard central is leaving. She retorts that it’s about time, and he apologizes for having the proportionate punctuality of a spider. He kicks Gambit again, this time into the other two creatures and Emma tells him to shut up and run.
And run they do, but not the way the came in originally. Spider-Man figures if they continue to go up they’ll find their way out. They come across an opening in the ceiling and Emma grabs on as Spidey fires some webbing upward. He casually asks how her costume from a few years ago managed to stay on, out of pure scientific curiosity of course. She orders him to stay focused, but it’s too late.

Wolverine leaps up and, still wearing her cloak, pulls Emma free from Spider-Man’s grip and brings her down. They fall straight through another hole and into some sewage two levels below.
Emma makes her way to the side of the cesspool, coughing and covered in refuse. Spider-Man returns and holds out a helping hand. He asks if she’s ok, and she sarcastically responds she’s having the time of her life.
As they climb the ladder up to the ground level Wolverine catches up with them and tries taking a bite out of Emma’s diamond-hard thigh. Spider-Man kicks him in the face and the bestial lizard falls back into the murky water. “Getting to kick Logan in the face is definitely the silver lining,” he quips.
The pair peers down at “Iquana Wolverine” as he appears very uncomfortable. Emma says Logan was always a bit iffy about water. Spider-Man’s just happy it’s only Wolverine they have to deal with, but no sooner does he say those words than the other two transformed X-Men appear, hissing and ready for a fight. Emma gives Spidey a terse look to which he replies, “Yeah, right. Like that’s my fault.”
Now all three lizard X-Men are back together and surround the heroes, their backs to the wall. Emma spies a nearby pressure valve and yells for Spider-Man to help her turn it. He does, and within seconds a nearby valve seal, marked with an ‘X’ no less, begins to open. Water begins spraying out in a small jet stream, but it soon turns into a giant wave of water.
The lizard X-Men are swallowed whole in the water’s maw, tossed about like leaves in a hurricane. Emma and Spider-Man make their way quickly over to a ladder at which point Spidey jokes that a million gallons per second can really fill up a room.
Emma, dripping with sarcasm, tells him how much she loves his so-called wit and asks why he didn’t use a movie reference. Spider-Man admits he was trying to work one up involving the Poseidon Adventure, but tells her to forget it. Once Emma and Spider-Man reach the top they close the hatch behind them, sealing the lizards down below.
Dark Beast’s lair

Meanwhile, Dark Beast, still sipping on his coffee orders Lars to inspect the transformation machine for any damage it may have sustained during the brief fight that occurred earlier. Lars eagerly agrees, poring over the long, suspended cylinders with a magnifying glass.
Lizard, referring to Dark Beast as Mammal, tells him to listen. Beast smiles, always happy to confer with a colleague. Lizard asks to be released since the experimentation is over with. He promises to go his own way and never see him again. Beast agrees that Conners is no longer needed since his brainwaves are recorded into the computer, but admits he’d miss the camaraderie. Also, Beast adds considering for a moment, he feels that the Lizard is the type to hold a grudge despite his promises to the contrary.
Looking at a strand of DNA mapped on a set of nearby monitors McCoy gloats that they can now weave the very fabric of human DNA they can turn someone into a fish, or a pineapple. He asks the Lizard if he would really want to miss that.

Spider-Man and Emma have made their way into a cramped area of the sewers. A drained Emma says there has to be some way out of the dank labyrinth. As Spidey peers down a small, oozing tunnel he figures it has to lead somewhere and looks just big enough for them to fit through. Emma doesn’t even want to think of what filth is coming through that pipe so Spider-Man tells her to think of something else.
As they inch their way through the very constricting tunnel Emma can be heard reciting some of her favorite things such as lavender bath salts, terrycloth robes, mandarin aroma therapy candles. “That’s some recipe,” Spider-Man tells her, to which Emma says she’s gone to her happy place and he’s not in it.
Spider-Man notes Emma’s not in diamond form anymore and asks why. She explains she didn’t transform for a while because she believed it kept her from transforming into a lizard, plus it’s hard to swim in diamond form. When she noticed he wasn’t changing she figured it was safe.
Out of the tunnel they go and Spider-Man swings them down about twenty feet to the bottom of the chamber. While doing this Spider-Man tells Emma of the last time he went up against the Lizard and how he was transforming people, but it was some kind of vibe he sent out and it was a more gradual process. Spider-Man believes the signal needs to be constant to work so whatever zapped them is continuing to emit a pulse otherwise the X-Men would return to their normal selves.
They come across another ladder that leads to a larger tunnel, though this one isn’t emitting any gross liquids. Emma asks why they aren’t transforming if the machine is still sending out a signal. Spider-Man guesses Dark Beast’s machine was the catalyst that accelerated the process so technically they are being converted albeit slowly. Emma says she was wondering what that fantastic feeling was.
Spider-Man continues to take the lead into the tunnel. He guesses he could probably construct a jamming signal if he could get access to the right equipment, but he would also need to calibrate it to the right frequency. Emma points out the simpler solution, going into Dark Beast’s lab and smashing the machine. Spider-Man agrees, though it’s not as “science” a solution as he was going for.
Then the sounds of sniff and snort begin to fill the cavernous area. Emma tells him to be quiet and listen. Then, within seconds, Lizard Wolverine, followed closely by Lizard Max, is upon him. Spider-Man is lost amongst a sea of leathery green. Emma curses Logan’s heightened senses, and when Spider-Man hears this, the realization they kept their powers after the transformation dawns upon him. Just in time too, as Lizard Storm lights a lightning storm upon him.
Emma, who up to this point hasn’t been involved in the fracas, watches Gambit as he snatches a mini-lizard from the ground and charges it up. Whup is the sound of said charged mini-lizard being hurled in Emma’s direction. It explodes with a Ka Thoom as Emma dives for cover.
Spider-Man urges Emma to find Dark Beast’s lair again and smash the machine. She asks him what he’s going to do and he says hold them off as long as possible so it would be awesome if she would hurry.
It doesn’t take Emma long to retrace her steps and soon she’s stealthily approaching Dark Beast’s lair. She finds it open and unguarded. She reaches into a toolkit on the ground and with a wicked smile pulls out a large wrench. Before she can strike the machinery, however, Lars sneaks up behind and rips the tool from her grip.
Caught off guard Emma falls prey to a powerful overhand left. She falls to the ground at the feet of Dark Beast. Lars wraps her up with his tail and brings her face to face with his master. Beast chides for her actually believing they would let her destroy his equipment after all the time they spent repairing it.
Then Dark Beast goads her, reminding her how easy it would be for her to take over his mind if she would switch out of her diamond form. However, in his hand, is the remote that activates the lizard transformation machine. He asks her if she thinks she could drop her form and use her powers before he presses the button. He asks her if she would like to join her mindless friends.
With a cool expression on her face Frost tells Dark Beast his mad scientist patter almost makes her miss Spider-Man’s terrible jokes. She then stomps on Lars’ foot. He lets out a growl of agony opening up a window of opportunity for Emma to elbow him in the face. His goggles shattered and being in obvious pain Lars tosses her against a nearby wall. She hits it hard, momentarily stunned.
McCoy applauds her efforts, but says she doesn’t have much chance against both he and Lars. “Maybe I don’t,” Emma agrees, “but I bet he does,” she adds as she rushes over to the release lever holding the Lizard in place.
Emma yanks down the control and after a few gaseous hisses the Lizard’s exoskeleton suit disconnects and he drops to the floor landing on his feet. He removes his headgear and lets out an angry lizard roar. He rushes his two captors and punches Lars in the face. He tells him to get out of the way for he only wants the grey mammal.
“No!” Dark Beast yells as the Lizard trashes his equipment. He then finds himself being stared down by the much larger Lizard who tells him the cold mind is stronger, that cold blood will have revenge.
Before the revenge can be had Lizard receives a punch to the dome courtesy of Spider-Man. “You!” he exclaims in rage, staring at his oft-nemesis the wall-crawler. He tells Spider-Man to get out of his way so he can have his revenge. A breathless Spider-Man reminds Lizard the last time they met he was stealing babies and then tells him the revenge store is closed. Spidey says Dark Beast is going with them.
In what seems like an instant the Lizard wraps up Spider-Man’s entire body within his tail. He brings Spider-Man in closer and tells the monkey he’s lucky his semi-attractive monkey friend freed him or he would kill him right then and there. Emma takes umbrage with the term “semi-attractive” and admits she’s no friend of Spidey’s. “Not- - helping,” he squeaks out.
Despite Emma’s words the Lizard does as he says. He tells them to return to the world of sunshine and he’ll stay in the dank and the dark. He releases Spidey who falls to the ground on his back. Struggling to breathe he promises to chase him in a minute after he’s rested his eyes. “Come to the deep places if you get tired of living monkey. Come find the Lizard if you want to die,” the Lizard warns him as he departs into the shadows.
It takes a while, but the X-Men, now human again, find their way to the street level. The lizard kids from earlier are already waiting for them, having turned back to human and found their own way out. Max’s mom is there too and she screams his name as he emerges with Storm.
Max rushes over to her, racing past Dark Beast as he’s being led away by Wolverine and Spider-Man with his webbed handcuffs. He embraces his mom with a monstrous hug. Then he runs over to Dirk and Sonny who congratulate him on getting out alive. Sonny invites him over to his place so they can write about their adventure in his blog. Max is surprised by his new friendships and Sonny tells him they’re going to be famous.

Scott and Warrren watch the newsfeed from NYNews covering the events that unfolded. As the reporter begins to tell the story of how the X-Men saved a group of missing teens Warren comments that publicity like this can’t be bought. Scott says it’s because it’s real, the X-Men did a good thing. Still, he adds, he’ll send over a copy of the tape to their P.R. firm.
“You know what the best part is?” Cyclops asks, “It’s a pure win. Heroes being heroes. Nothing more. Nothing less. It feels pretty damn good.”

Characters Involved: 

Angel, Cyclops, Emma Frost, Gambit, Storm, Wolverine (all X-Men)

Max, Mary Brooks, Ronny Choi, Beatrice Clark, Dirk O’Brien (all captives)

Max’s mom

Dark Beast


NYNews reporter

Story Notes: 

Art error:

Dark Beast’s coffee mug reads “Don’t hate me beacuse I’m beautiful.”
Doctor Frankenstein is a literary character created by Mary Shelley who tried, and was successful, creating life using various human parts that he put together.
Back in New X-Men #115 Emma debuted a costume that was an engineering marvel. It somehow allowed most of her midsection, including the majority of her breasts to be exposed, but somehow still covered the inappropriate parts. See White Queen I’s Spotlight’s costume gallery for more info.
The only reference the contributing corps here at UXN could come up with regarding an established dislike of water for Wolverine was when he almost drowned after getting his claws stuck in the reef in a battle with Tiger Shark back in Wolverine (2nd series) #20. Or perhaps she is simply trying to say that he doesn’t like to wash.
The Poseidon Adventure was a 1972 film featuring an ocean liner sailing on its final voyage when it’s hit by a massive wave. The ship flips over killing most inside while the survivors try to avoid drowning and somehow escape the slowly sinking ship.
After killing and eating his own son, Curt Conners’ Lizard transformation went to a whole new level. He shed his skin and became more savage looking. He was also able to use his brainwaves to tap into the reptilian nature of the human brain and make humans near him act very territorial and antagonistic toward each other. Eventually, Spider-Man tracked down the serum Dr. Conners was using to suppress the Lizard before all this happened. He was able to inject it into the Lizard and though the Conners’ personality was destroyed, the Lizard admitted feeling guilty about what he’d done and seemed repentant. ~Amazing Spider-Man #632
When Max reverts to human form again he’s lost significant weight. Whether that’s a side effect of the reversion or an art error the world may never know.

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