X-Men (3rd series) #9

Issue Date: 
May 2011
Story Title: 
To Serve and Protect part three

Victor Gischler (writer), Chris Bachalo (penciler), Tim Townsend, Wayne Faucher, Jaime Mendoza, Al Vey (inker), Chris Bachalo (colorist), 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: 

Wolverine battles the onslaught of lizard creatures until the timely arrival of his teammates and Spider-Man scares them off. They learn that Max was carted off by a large, talking lizard creature, very different than the ones they’ve battled, and assume it was the Lizard. They begin tracking them and come across a macabre display of deceased, autopsied lizard creatures. Meanwhile, Max is thrown into the same cell with the other teenage captives. As the would-be rescuers get close Dark Beast, the real villain behind it all, has the four original teenagers brought to his lab where he transforms them into lizard creatures. He sends them out to attack the X-Men, and attack they do. While the heroes are busy fighting them off Dark Beast has Max, his prized captive, brought in. Beast is excited to witness Max’s transformation because of the potential he sees in him. Sure enough Max turns out to be one giant lizard. He is sent after the X-Men following the failed attempt by the other four. At first he does well, but then they get organized and he runs away. They follow him to Dark Beast’s lair and enter, all except Spider-Man who gets the ol’ tingly sensation. The door seals shut in front of him. While inside, Emma diamonds up just in time. Dark Beast activates the transformation and while Emma stays herself, her three teammates turn green and scaly.

Full Summary: 

Sewers beneath NYC

Adamantium claws tear relentlessly through lizard flesh as more than a dozen transformed humans continue their assault on the ol’ Canucklehead. There’s no communicating with them, only fighting. Their hisses and guttural noises go unnoticed as Wolverine pops another one through the skull. He cuts off a few more limbs before screaming for the creatures to back off. Surprisingly, they do. Down a darkened sewer tunnel they run.
The remainder of the X-team, plus Spider-Man, conveniently arrives. Storm asks Logan if he’s ok and he tells her he’s just annoyed. Spidey jokes that it’s business as usual then. Gambit asks where Max is and Wolverine says one of the Lizard creatures took off with him and points to the tunnel they disappeared into.
Wolverine says the lizard that took the kid, wasn’t like these other ones he just fought. This one wasn’t wearing rags and could talk. He then asks Spider-Man if he could be the Conners guy. Spider-Man hopes so, as another walking, talking lizard is not something he’d be excited over.
Storm wonders out loud what the Lizard would want with an ostracized teenager and Wolverine points out it wasn’t for food, that the kid was definitely being hauled off somewhere. Storm tells the team to get moving then and takes the lead up the ladder and into the small tunnel overhead.
Once they come through on the other side Spider-Man jokes they’re in Boris Karloff’s summer vacation timeshare. Emma says it’s surprising how few of their missions take place at Club Med. Wolverine interrupts their banter and tells them he’s picking up a bad stink coming from the huge tunnel to his left and so Storm says they’re going that way.
Emma takes point on this one and tells everyone there’s something up ahead. “My God,” she says in utter horror as she finally sees what it is.
DB001’s lair

Lars arrives with the boy firmly wrapped up in his elongated tail. DB001 is hopeful with this test subject and orders the boy placed in the cell with the others. Before leaving, Lars says he was followed and that the intruders are probably entering the secure zone.
DB001 says he’s watching them on the closed-circuit as they speak. “The X-Men. With the wall-crawler in tow, no less. Interesting,” he says. The strung up Lizard speaks at this point and tells his captor the mammals are coming for him and asks why he doesn’t flee.
Quite the opposite, DB001 argues, saying the X-Men would prove to be a great scientific opportunity. He’s refers to the Lizard as Dr. Conners, which the Lizard argues is no longer present within him. “…the mammal is gone. Only the Lizard remains.”
“So you say,” DB001 says, but admits he likes referring to him as Dr. Conners as it makes him feel almost like he has a colleague around. After all it was Dr. Conners’ research that sparked his interest.
Then DB001 mentions his newfound ally, Lars…

It wasn’t long before that he was just a nobody accountant from Long Island, who got a little greedy. Instead of going to prison he ran, literally, and was hit by a car and the resulting trauma cost him his arms and legs. In the hospital DB visited him and Lars said he would give anything to get his limbs back.

end flashback
DB cackles as he explains he used Conners’ research and got a first rate henchman out of the deal. He then scolds the Lizard for not taking his experiments far enough, that he forgot to ask the difficult questions. DB is practically drooling over the chance to test out the process on the X-Men, plus it’s always so much fun when old friends reunite. He then strokes Lizard’s headpiece, his fully body shown for the first time revealing DB001 to be the Dark Beast. He’s dressed in a long white trench coat, a bandolier of syringes strung along his torso.

The X-Men and Spider-Man have stumbled upon some of Dark Beast’s experiments, mostly carcasses of the lizard creatures. He didn’t keep things too tidy, blood and operating instruments litter the place. It’s obvious the first corpse they come upon was dissected. This bothers Spider-Man as the Lizard wouldn’t bother with scientific research since the mind of Dr. Conners no longer inhabits the body.
Wolverine comes across an even more macabre display of corpses and calls the team over to take a look. Gambit calls it a tragedy and voices his opinion they should be buried. Emma argues she didn’t come here to be a gravedigger. This puts Storm off and she points out they’re still people. Emma argues they were people who are now animals, dead animals. She reminds them there’s still a boy who’s alive that needs saving and suggests they focus on that right now. Storm says she wasn’t suggesting it happen right now, but that they should be more respectful of the dead. Calling them BFF’s Spider-Man interjects and wonders if they went to the same sorority. He says they remind him of Cagney and Lacey with capes.
prison cell

Max is thrown into the cell with the other teenage captives. He rushes to the bars pleading to be let out. He asks Lars what they’re going to do with him. Lars tells the little fatty to be quiet and regain his strength so he can meet his destiny. He assures Max he’ll be back soon.
Freaking out, Max says they need to get out before the lizard comes back. Ronny asks if he really thinks they haven’t been trying that. Beatrice adds that it’s the gray one who takes them and talks to them that’s the scariest. She says she’d rather be eaten by the lizard than talk to the gray one again.
Max starts screaming for help until Dirk tells him to shut up so as to not make things worse. Max doesn’t want to be told what to do, saying they don’t know him. Dirk says he does know him, a first rate nerd with no friends and no life beyond the computer. He knows this, Dirk explains, because that describes everybody in the cage.
Dirk says they’ve all been lured there by some lie, something they were told to make them feel more accepted. So Dirk tells Max he can either stand there with his pouty face or he can team up with them and try to figure a way out.
Unfortunately, Dark Beast arrives just in time to hear Dirk’s gallant speech. With a wide smile he says Dirk’s transformation will be most interesting to observe. However, it’s Max that Dark Beast is most interested in. He says he has great expectations for him and believes he would make a most delicious monster.
outside Dark Beast’s lair

During their search the X-Men and their buddy Spider-Man come across a giant, metal door that doesn’t appear to be part of the original design. Storm asks Wolverine to do the honors. Claws popped, he begins punching the door over and over until there’s a big enough hole that they can walk through.
Inside, the walls, as well as the floors, are a white square pattern and not as dirty as everywhere else they’ve been. Emma puts her hands up to her temples and says she senses something. She’s getting a flood of thoughts, definitely human, and one emotion above all else… fear.
Not far off, Beatrice, Dirk, Mary and Ronny have been brought to Dark Beast’s lab and chained to the center of the floor. The kids are freaking out and Dirk demands to know why Dark Beast is doing this to them. Beast finds it interesting that Dirk is taking this so personally. He assures the children he is no more interested in each of them just as a fisherman does not care for the individual fish he catches in his net. “You are a certain type,” he explains.
As he heads up some steps the Dark Beast tells them their presence is mere circumstance. He then directs their attention to the strung up Lizard and says it’s all about him, really. He tells them to imagine that you can send out a signal from your brain to another’s that unlocks a specific part of that brain, the reptilian part. He tells them how the Lizard managed to do this and had people flocking to him, but the process had just begun.
Ronny starts crying and begging to be let go. He promises not to tell anyone where he is or what he’s doing. “That’s why I’m explaining, dear boy,” Dark Beast chastises before asking if they teach listening skills in school anymore.
Picking up where he left in his story Dark Beast says people started to actually transform physically, that the Lizard had triggered it somehow, pinpointed something in their DNA “…a button waiting to be pushed.”
With that last sentence Dark Beast takes his thumb and presses a white button on the control pad in his hand. A bunch of overhead machines come to life and fill the room with crackling, white energy. Within seconds the teenagers begin to transform. Before long they’re just four more lizard people in children’s clothing. Dark Beast orders them to find their uninvited guests.
Speaking of, the X-Men are getting closer. Emma says something’s blocking her telepathy, but the sense of fear she was picking up earlier has changed to something else she can’t quite pin. Gambit asks what she thinks could be blocking her, but before she can answer Logan tells him to be quiet, that he hears something.
“Heads up, people!” Wolverine yells as the newest lizard recruits converge upon them. Gambit is taken by surprise and does his best to pull it together. Wolverine, on the other hand, jumps into the fray, relying on his bare fists at the moment.
To even up the odds Gambit charges a few cards and throws them. Storm tells him to stop, that the tunnel might not be stable enough, but it’s too late. The cards explode with a powerful CHOOM and the floor beneath them opens up. Then the whole flooring starts breaking off in pieces and they end up one level below.
Wolverine and Emma begin to pick on Gambit for his bright move, but Spider-Man interrupts to point out the lizard people have returned and look like they still want to fight.
Dark Beast’s lair

Back in the lab, Max has been brought in and Dark Beast explains he held him back for a reason. He goes into more detail about Conners’ lizard signal. He says certain people are more susceptible to the change, people like Max.
As Max pleads with him, Beast explains those feelings of anxiety, inadequacy, emotions associated with being an outcast, act as a catalyst, make the brain more receptive to the transformation, which was why a certain type of people answered the Lizard’s call.
Dark Beast then activates a force field around himself, just for protection from Max after his transformation. Max wants to know why he’s telling him all this. Beast explains that out of all the outcasts, the losers he has found, Max is the biggest. He wants Max’s heart beating fast, his entire body humming with the revelation as the transformation process begins.
With that, Dark Beast hits the switch and the white, energy fills the room once more. Max’s screams of pain turn into snarls of rage. Dark Beast smiles. Max has fulfilled his every expectation. He wonders how much delight the X-Men will provide him when it’s their turn.

Nearby, the X-Men and Spider-Man are alone. Apparently, they beat the snot out of the other four lizards, or they just ran away. Storm asks how everyone’s doing and they all report they’re fine. Wolverine says he’s tired of these creatures jumping out at them at every turn. He then says he’s picking up a scent down the large tunnel to his left. If he turned he would see a giant pair of red eyes looking down at him from high above, but he doesn’t, not yet.
When he does turn he sees lizard Max’s giant fist coming down at him. Wolverine is pile-driven into the rocky floor. Then Max leaps out, his huge form filling up the room. Gambit wisecracks they’ve caught a big fishy and then they begin their attack.
Emma kicks him in the face and then Spider-Man webs him up. He tries dragging him down, but lizard Max breaks loose whips around the webbing still being held by Spider-Man, tossing him into Storm.
Once again diamond-form Emma comes at him with a kick, which Max just laughs at. He tosses Emma into Spidey who retorts that this guy has a lot more fight in him than the others.
Wolverine is back on his feet and tells the group they’re being pathetic and to get organized. Gambit agrees and charges up a few more cards, this time with Storm’s blessing. He nails Max down the center of his chest. As the smoke clears Max turns and runs. Wolverine thinks this is their opportunity, that the lizard creature will lead them right to Conners.
They give chase down the hallway and follow him into a room. His spidey-sense hits Spider-Man just in time and he stops before entering. He tries to warn them to come back, but the door slams shut cutting them off.
Once inside, the X-Men are shocked to see Dark Beast is the one pulling the strings on this whole affair. Emma quickly turns to diamond form prompting Dark Beast to wonder if the transformation will work on her. His hypothesis is the waves need to get to her brain. He pushes the button and he’s pleased to see he was right, she didn’t transform. The same can’t be said for her three teammates, unfortunately.
“Don’t you just love the scientific method?” Dark Beast asks.

Characters Involved: 

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

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

Dark Beast




Dark Beast



Story Notes: 

Cyclops does not appear in this issue, but is featured on the cover as one of the transformed. In order for it to be accurate, it should have been Gambit.
Boris Karloff was made famous from his roles portraying Frankenstein’s monster in the Frankenstein series of movies back in the black and white days.
Club Med “Where Happiness Means the World” is a collection of worldwide resorts.
Spider-Man’s comparison of Ororo and Emma to Cagney and Lacey was yet more sarcasm from the wall-crawler, but in case you’re interested Cagney and Lacey was an American TV show that ran on CBS from ’82 to ’88 and featured a pair of female New York City police detectives who were also best friends.
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

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