X-Men '92 #3

Issue Date: 
October 2015
Story Title: 
Chapter Five: Head Games - Chapter Six: Ten out of Ten

Chris Sims & Chad Bowers (writers), Scott Koblish (artist), Matt Milla (colorist), Virtual Calligraphy's Travis Lanham (letterer), Pepe Larraz & Jim Charalampidis (cover artists), Heather Antos (assistant editor), Jordan D White (editor), Axel Alonso (editor in chief), Joe Quesada (chief creative officer), Dan Buckley (publisher), Alan Fine (executive producer)

X-Men created by Stan Lee & Jack Kirby

Brief Description: 

At the X-Mansion, X-Force discover that Professor X is still alive, and that the X-Men went to Clear Mountain Institute, but haven't checked in since. X-Force teleport to Clear Mountain, except for Psylocke, who remains to look after Xavier's body and mind. To do so, she enters the Astral Plane. In the Mind Field, Cassandra Nova is trying to convince Jean Grey to unleash the Phoenix within her, so she can devour the excess energy. Jean resists Cassandra's advances, until the villainess is close enough for Cyclops to attack her. The Mind Field changes, as Cassandra appears as the Watcher and the Imperial Guard, and battles Cyclops after imprisoning Jean Grey. As Cassandra continues to try and get Jean to give up her power, the Mind Field changes again and again, as Cassandra appears to them as Sinister, Stryfe and Apocalypse. Jean eventually changes into the White Phoenix. Psylocke reaches the Mind Field and finds remnants of the X-Men, before locating Cyclops and Jean Grey. Psylocke seems to have some feelings for Cyclops, but nevertheless she frees Jean from Cassandra's grasp, and shoves a psi-knife into Cassandra. X-Force reach Clear Mountain Institute, and are confronted by Trevor Fitzroy who reminds them that the war is over. But Cable isn't convinced, and a battle begins. Cassandra, shoved from the Mind Field by Psylocke, turns her attention to the battle, as X-Force have engaged her guards. Jubilee, the Beast and the Rej-X have started to reconfigure the defensive systems of the Sentinels that Cassandra has stockpiled, when Deadpool locates them all. Psylocke and Xavier return to their bodies, and Charles informs Psylocke that they have to get to Baron Kelly, as he knows Cassandra is planning to assassinate him. At the X-Museum, dedicated to the X-Men after the Westchester Wars, Baron Kelly gives a speech, before being taken aside by his guard, who is soon revealed to by Psylocke in disguise. Xavier is with her, but when they warn Baron Kelly that he is in danger, who instructs his actual guards to take them into custody after he learned that Clear Mountain has been attacked by mutant terrorists. X-Force have taken out most of the guards, and Jubilee, Beast and the Rej-X have joined up with them. Cassandra confronts them all, and introduces her New X-Men – Logan, Remy and Anna Marie. She instructs X-Force and the others to run. Back in the Mind Field, Jean and Cyclops find Storm, who is able to use her control over lightning to reach out through the Mind Field and strike the stasis chambers that the three of them are being held captive in. The three New X-Men are acting very strangely thanks to Cassandra's brainwashing of them. She warns X-Force that in ten minutes Cable will be the man who killed Baron Kelly, and suggests to the Rej-X that they could become Thors if they handed Cable in to Doom. The mutants battle each other, until Storm, Jean and Cyclops arrive, and Storm gives a speech that unites the mutants. At the X-Museum, Xavier and Psylocke are handcuffed and led past people who have come to visit the museum, when the multi-headed, multi-limbed Sentinel arrives to terminate Baron Kelly!


Full Summary: 

The X-Mansion, where X-Force have just broken into:

'Wait – Professor X is alive!' Psylocke exclaims as she kneels over the Professor who lies motionless on the floor. 'What happened to him, Betsy? Who did this?' Archangel cries as he, Cable and Domino gather around. 'Surprised you have to ask, Worthington. Don't you recognize your former master's handiwork?' Cable asks, holding up a very large gun. Archangel points a finger at Cable and declares that Apocalypse is dead, they are finally free of men like him and Magneto, and that it is past time Cable accepted that. Cable tells Archangel that he wished he were right, but points out there is psionic energy all over Xavier, and he has only ever felt it in one other place – Apocalypse's clone tanks!

'Betsy?' Archangel asks. Psylocke remarks that she hasn't had the experience with Apocalypse that Cable has, but that there is definitely a strong psionic trace here, and that this attack came from inside the mind, not the mansion.

Bishop and Domino stand over a computer console, and Bishop declares that if Xavier was attacked, this could be the beginning of the end. He wonders where Cyclops and his team are. Domino is checking the computer console and reports that it might be too late, as it looks like Xavier was researching the Clear Mountain Institute, and the X-Men went there this morning and haven't checked in since.

'What is Clear Mountain?' Psylocke enquires. 'It's where we're going next' Cable announces, adding that if someone out there wants to restart the ear, then they will give it to them. 'Prepare to bodyslide by six -' Cable starts to command his computer, but Psylocke interrupts him and explains that only five of the team can go, as she needs to stay here with the Professor, as he is in a terrible condition, however she may be able to follow the psychic traces of the attack back to its source. 'Fighting on two fronts? Could give us the edge we need' Cable agrees.

Archangel goes over to Betsy and points out that she will be alone. 'If there's another attack -' he begins, to which Betsy mutters 'Yes, yes, Warren. You like me. I get the point', and remarks that ambushing a pacifist is a bit different than taking on someone who has mastered the focused totality of her psychic abilities. A psi-knife flares up in her fist, and as a portal opens, Cable, Archangel, Bishop, Domino and Deadpool leap into it, with Cable telling Archangel to look sharp, for if they are dealing with someone who could take out the X-Men, they will have enough to worry about themselves. 'Like whether we can teleport straight to the fight scene or sit through some more boring exposition?' Deadpool asks. 'I'm warning you, Wilson...' Cable mutters as the team disappears.

Betsy sits behind Charles Xavier and tells him to rest as she places her hands on his face. 'Allow me to move through you with the silence of a ninja. We'll find your attacker...and make them pay!' she declares as she enters Xavier's mind. She finds herself surrounded by fractured images – some of Jean Grey, others of Magneto and Juggernaut, before coming to a darkness, with a path lit towards it.

In Cyclops and Jean Grey's Mind field

Cassandra Nova moves through the darkness, which she lights with a single match. 'I know you're here somewhere. There's no use hiding. I -' she begins, when suddenly, her match blows out. 'No matter. It's not as though you're really that hard to find, is it? Not with all that power you're trying to keep bound up inside you' Cassandra remarks, as she slices through the darkness, to find Jean Grey huddled in the center of a fiery Phoenix raptor. 'And there you are. I understand your reluctance, Jean, but this is for your own good' Cassandra assures her as she steps through the fiery outline of the Phoenix, and approaches Jean. Jean remains silent as Cassandra admits that she also reaps the benefits, and points out that her former self – the Shadow King – was always something of a glutton, but he always gorged himself on the pleasures of the flesh, and when they became her, their appetite became something more refined.


Cassandra tells Jean that she knows she has felt it, how delicious psychic energy can be, especially all those extreme emotions they deny themselves. 'And you, my dear, have an endless source locked away inside you' Cassandra points out, asking Jean what kind of message that sends to the young women of Westchester – that they should hide their potential? 'Hardly what a good role model would do' Cassandra declares, adding that she knows Jean is worried about what might happen when she lets go. 'But that's where I can help you. It's very simple, really. You unleash that Phoenix within you, and I devour any... excess energy you might have' Cassandra explains. 'Wouldn't that be nice?' she asks Jean, telling her that she would be showing everyone that she can share her potential with others. 'A happy little mutant supplying all the power I need to reach beyond Westchester and help everyone on this patchwork world' Cassandra remarks. Jean remains unmoving, still huddled together as Cassandra stands behind her. 'Isn't that so much easier than struggling to contain that fire within you while it slowly burns you alive?' Cassandra asks. 'And in exchange, you simply let me feed. You achieve your potential, and I help myself to all those pesky overpowering emotions'.

'One more step' Jean whispers. 'What's that, dear? Do you agree?' Cassandra asks, as a red glow can be seen behind her in the darkness. 'Now, Scott!' Jean exclaims, sitting up. 'Eh?' Cassandra asks, surprised, but she has no time to act as Cyclops steps forward, 'With all due respect, Director Nova – you talk too much!' Cyclops shouts as he fires a powerful close-range surge of optic energy at Cassandra Nova, blasting her away.

'Scott! Are you all right?' Jean asks, getting to her feet. 'You were right, Jean! Whatever bizarre Mindscape she has us trapped in, our psychic link kept us connected!' Cyclops declares, adding that he hates that Jean had to act as bait. Jean tells Cyclops that it is fine and points out that now Cassandra is down, they can concentrate on finding the others and getting out of here.

Suddenly, a voice calls out 'I have to admit, I'm impressed. You two have never really tested well, but I'm starting to see the appeal'. Scott and Jean suddenly find themselves in a transformed Mindscape.'The Blue Area -' Scott realizes, as Cassandra's voice interrupts them: 'I wonder, what if one of you were made to watch the other suffer? Yes... WHAT IF' Cassandra declares as she appears before Jean and Scott as the Watcher.

'What the –?!' Cyclops exclaims in response. Jean suddenly finds herself trapped in a force field bubble, as Cassandra, in the form of Gladiator and other members of the Shi'ar Imperial Guard, attacks Cyclops. 'Any tribulation, any trial' the Watcher-Cassandra remarks as more members of the Imperial Guard – all with Cassandra's face – attack Cyclops. 'Scott!' Jean calls out, before exclaiming 'Let me go, Nova, or so help me -!' 'Yes, dear.  Helping you is exactly what I'm trying to do' the Watcher-Cassandra responds.

The Mindscape

Meantime, Betsy has come across a sort of merging of Mindscapes. She finds various costumes belonging to Wolverine scattered about. An empty trap bubbles with lightning and dark clouds. The X-Babies – Longshot, Dazzler, Havok and Colossus – are asleep on a sofa, while Betsy next finds Rogue and Gambit transformed into puppets, then an empty cage with a bucket of water in front of it.


Outside Clear Mountain, the facade of tranquility is about to be torn asunder... with extreme prejudice! 'This definitely doesn't look like a fight scene, but it's got potential!' Deadpool remarks as he and the rest of X-Force rematerialize. “Institute?” Domino asks, pointing out that Clear Mountain is built more like a fortress. 'Told you we should've brought the big guns' Bishop declares. Cable tells his team to cut the chatter, and instructs them to take their safeties off, as he sees the doors ahead of them open. 'They're sending someone out!' he announces. 'Oh you gotta be kidding me!' Deadpool exclaims as Trevor Fitzroy appears, accompanied by Wildside and Reaper.

'Greetings, friends! Welcome to Clear Mountain!' Fitzroy greets X-Force. 'We're not friends' Cable replies, warning Fitzroy that if he takes one more step, he is going to fix his mistake of not putting a few new holes in his head before the handed him over to the Baron. 'Where are the X-Men?' Cable then asks. Fitzroy tells Cable that there is no need for that, and states that they are at peace here now. 'Yeah! Ain't you heard? The war's over!' Reaper declares. 'Over? The war's over...' Cable begins as he readies his large weapon, '...when we say it's over!'

In Cyclops and Jean Grey's Mind Field

Cyclops fires a blast of optic energy at the Gladiator-Cassandra, while other Imperial Guard Cassandra's swarm around him. Hussar-Cassandra wraps her whip around Cyclops's neck, and WarStar-Cassandra looms over Cyclops, announcing that Jean is sure to be a bit more agreeable once she has rid her of the one-eyed albatross around her neck.

'Don't listen to her, Jean! Whatever it she wants, don't let her have it!' Cyclops calls out. Jean is still trapped in a bubble near Watcher-Cassandra, who remarks: 'My, my, he is rather driven, though. Perhaps it is not your energy I need...' Cassandra decides, pointing out that Cyclops puts so much work into holding back, he would make for quite a meal, but it is a shame he wouldn't survive the process.

A powerful blast of optic energy strikes into several Cassandras, 'Better people have tried, Director!' Cyclops calls out.

'Oh, but I'm not like them, Captain Summers... my motives aren't quite so Sinister!' Cassandra exclaims as the Mind Field changes, and Cassandra appears as Mr Sinister, standing over a table where Cyclops lies naked, save for a helmet covering his face. A Phoenix raptor flares up over Jean's face as she exclaims 'No! Let him go, Nova! Now! Before I stop holding back!'

A large saw of some sort is pulled by Cassandra towards Scott's chest, and Cassandra remarks that perhaps she could harvest his genetic material and grow a new Cyclops every day until they reach an agreement. 'Scott!' Jean exclaims, when suddenly, Cassandra transforms again, this time into Stryfe! 'I have nothing but time!' Casandra declares, looming over Cyclops who is now back in his uniform, and fallen at Cassandra's feet. 'Let! Me! Out!' Jean shouts from inside the bubble which hovers nearby. A baby – Nathan Christopher Summers – is in the bubble with her. 'Stop! Nova, you don't know what you're doing!' Cyclops calls out.

Nova transforms once again, this time into Apocalypse, flanked by the Dark Riders. She boasts that there is no end to the suffering she can pull from Scott and Jean's minds – the tortured memories that she can make real – the Mind Field is her domain. Cyclops starts to battle the Dark Riders, while Cassandra leans in towards Jean, 'So what will it be, dear? Will you watch your true love die a thousand deaths...or become the White Phoenix?' Cassandra asks, as Jean suddenly transforms, her costume replaced by a white version of the Phoenix costume. Cassandra grins as she extends her hands to grab Jean, 'A symbole for the masses – a shining example of the limitless opportunity for mutant rehabilitation. With you by my side, we can reach every mutant in Westchester – in Battleworld!' Cassandra declares.

Suddenly, 'Right then' Psylocke remarks as she appears and grabs Cassandra from behind, cracking her neck. 'This kind of extreme violence is definitely unacceptable. Please revise to something less fatal' Cassandra thinks. 'That's enough of that' Psylocke declares as Cassandra reverts to her regular form, and falls to Betsy's feet. 'Hi, Scott' Betsy smiles lovingly as she enters the battle against the Dark Riders. 'Psylocke! What is this? Another one of Nova's tricks?' Scott asks. When the Dark Riders are defeated, Betsy goes over to Cyclops as they stand near the White Phoenix, who is glowing with energy. 'Hardly' Betsy remarks, informing Scott that it seems Director Nova attacked the Professor, so she just followed a trail of psychic breadcrumbs to get here. 'But now I think we've a bigger problem' she points out, referring to the White Phoenix. 'Nova's got her on the verge of tapping into the Phoenix again' Cyclops remarks. 'Don't worry, darling' Betsy replies as her psi-powers flare up. 'Psylocke -' Scott starts to say, before Betsy lunges forward towards the White Phoenix, and shoves a psy-key into her.

Jean's body convulses, and psychic energy resonates around them all, before Jean rushes into Scott's arms. 'Jean!' Scott exclaims. 'Oh, Scott! You're all right!' Jean declares, while Betsy stares at them and frowns. Suddenly, Cassandra, with her head tilted to one side, appears: 'This is hardly all right. And you're not supposed to be here' she tells Psylocke, adding that she knows who she is, and that she has no place in her Westchester. 'You and all your comrades are incurably violent!' Cassandra exclaims. 'Yes' Betsy agrees. 'Quite' she adds as she shoves a psychic blade into Cassandra's head, to spectacular effect. BSP REJECTED is stamped across the now dark Mind Field, where Sott and Jean find themselves alone. 'Betsy!' Scott calls out, but Jean tells him she is gone, and they are alone in here.


Cassandra sits up, surprised. 'I didn't think I'd have to deal with them this early, but no matter. The conditioning is holding the approved team. Now, at least. Now I just need to -' she remarks to herself as she looks at the X-Men, who are all held in stasis, when suddenly here assistants, Miles and Rachel, rush in. 'Director!' Miles exclaims. 'We have a problem!' Rachel reports.  'Yes, I know!' a wide-eyed, furious Cassandra shouts at them. She looks out a window, to see battle fire below. 'We can explain!' one of the assistants offers, but Cassandra tells them that there is no need. 'X-Force. And they brought guns to a therapy session. What is wrong with those people?' she mutters.

Down below, 'Get those doors open and blast anybody who gets in the way!' Cable orders his team. Archangel flies overhead and remarks 'Careful – I know some of these mutants. They're the victims here'. Domino attacks the Guard Command who have confronted her, and she tells Cable that Archangel has a point, and adds that they don't seem to be fighting back. As several mutants, including Strong Guy, can be seen running through the battlefield, Cable's response is 'Sounds like their problem!' before asking where Deadpool is. Bishop informs Cable that Deadpool headed downstairs, said he saw an “old friend” from Weapon X.

At that moment downstairs, Jubilee and the Beast are working with the Rej-X. 'Is this really gonna work?' Jubilee asks as she stands near some sort of cannon that Chamber and the Beast are working on. 'If my calculations are correct, and they always are, it most certainly will work' the Beast replies, adding that these Sentinels have been stripped of their offensive weaponry, but some of the defensive systems can be reconfigured.

The Beast prepares to plug the Sentinel part into power, and explains that once he makes this connection, the resulting electro-magnetic pulse wave should short out the door locks and any nearby security cameras. 'Just long enough for us to make our -' he begins, when suddenly, Artie comes rushing into the room towards Leech, waving his arms about and depicting an image of Sabretooth overhead. 'Grr, it's Sabretooth! If anybody's in here, they're gonna get gutted and eaten, probably in that order!' Sabretooth apparently snarls – until Deadpool, holding Sabretooth's head, appears. 'Nah, just kidding! It's me, Deadpool!' the mercenary exclaims. '...help... please...' Sabretooth's head utters. Maggott stands behind Artie and Leech, as Deadpool tosses Sabretooth's head over his shoulder and asks 'Yeah, I know. Can you believe they let kids watch this stuff?'

Back at the X-Mansion, Psylocke and the Professor both recoil backwards, before Betsy helps Xavier into his hoverchair. Xavier thanks her, and reports that Nova's psychic infection has been cleansed from his mind. 'She has the X-Men, Professor!' Betsy reports. Xavier tells her that he knows, but that for now they will have to fend for themselves, as when she was in his mind, he saw her plan. 'And we have to stop her – before she assassinates Baron Kelly!' Xavier announces urgently.

Six months ago, Magneto's floating fortress came crashing down, ending the five-year conflict known as the Westchester Wars. In the days since, as the people of Westchester rebuilt their lives in a new era of peace, the site became home to the X-Museum. Both a war memorial and a celebration of the mutant heroes who saved the city, the X-Museum has ensured that Westchester will never forget their history. The newest X-hibit bears the name of the man speaking at the opening ceremony: Robert Kelly, Baron of Westchester, and the man many hold responsible for the lasting peace – and the carnage yet to come.

Baron Kelly stands on a stage, with Warwolves and guards at his side. Behind him are Sentinel heads. '...and like all of you, there were times when I wondered if the war would ever end, days when my advisors told me that the only solution was to bomb Asteroid M into rubble. But on those dark days, I simply asked myself... “what would Doom do”?' Kelly continues his speech, stating that just as Doom would, he chose peace, compassion and trust, because of those choices and the heroic actions of the X-Men, their years of suffering have given birth to a new, better Westchester, one he is honored to serve and even more proud to call home. He then thanks everyone in attendance, and the crowd before him starts to clap.

A reporter suddenly stands up and asks Baron Kelly if he has any comment on yesterday's Sentinel attack at New Salem Mall. Baron Kelly reports that it was an unfortunate malfunction of technology, but thankfully the X-Men were on hand to take care of it. One of the guards approaches Baron Kelly and informs him that he must come this way, and that his chariot awaits. The reporter follows them, 'But Baron, wasn't it going after the X-Men -' she calls out to him. 'No more questions' the guard declares. 'Honestly, you end a war and they expect everything to be perfect overnight!' Baron Kelly complains to the guard.

The guard leads Kelly down a corridor where statutes of Cyclops, Wolverine, Storm, the Beast, Gambit and Angel are displayed. Baron Kelly confides to the guard that sometimes he wishes he was one of them. 'None of the responsibility, just find someone wearing purple and blast them with eye-lasers' he remarks. 'Mmm hmmm' the guard responds. They pass into another room, 'Wait, this isn't the way out -' Baron Kelly begins to say. 'Security protocol, Sir' the guard responds. 'We don't want anyone listening in' the guard announces as the door closes behind them. 'What -?' Baron Kelly gasps as the “guard” removes her helmet, and Psylocke is revealed! 'Psylocke!' Baron Kelly gasps. 'Right the first time, Baron' Psylocke replies. 'What's going on here?' the Baron asks, as a large statue of Magneto looms over them, and statues of Brainchild, Toad and Lorelei are encased in glass. 'That's exactly what we'd like to know' the Professor tells Kelly as he approaches him, his hoverchair moving out of the shadows.

Baron Kelly tells Charles that if he wanted a meeting, then he has his number. 'I'd say you have about three minutes before the real guards notice I'm missing' he warns the Professor, who asks Baron Kelly what he knows about Cassandra Nova. 'Oh, for – is this because I didn't tell you about Clear Mountain earlier?' Kelly asks. 'Look, Charles, as much as I respect you and your students, I'm in charge of Westchester! It's my job to keep the peace, and Nova's already helped so many mutants -' Baron Kelly declares, before Charles interrupts him. 'Enough, Robert – she attacked me, and she's taken the X-Men hostage!' 'Well, that is ridiculous!' Baron Kelly replies. 'Baron!' a guard calls out as several rush into the room. The guard informs the Baron that they just got word that Clear Mountain has been attacked by mutant terrorists. 'And let me guess, they've all got big X's on their clothes' Baron Kelly asks. 'Affirmative' the guard replies, before Baron Kelly instructs the guard to take Charles Xavier and Psylocke into custody.

Back at Clear Mountain:

'Start talking before you're in too much pain to say anything!' Bishop warns one of the guards, holding him into the air. Domino stands nearby and tells Bishop to take it easy, reminding him that this is a rescue mission. 'Don't give these patients reason to fear us any more than they already do' she adds as Polaris, Cannonball and Boomer have gathered and are watching. 'Hmph. A little fear's good for 'em' Bishop smiles as he tosses the guard overhead. Domino turns to see Deadpool has returned, with Jubilee, Maggott, Artie, Leech, Caliban, Feral and Gorgeous George in tow. 'Welcome back, Wade' Domino tells him. 'Hey, look, what I found – a buncha ugly ones!' Deadpool exclaims. 'You're one to talk' Bishop points out. 'So bright...' Caliban utters, shielding his eyes from the sun. Jubilee tells him to take it nice and slow. 'You're free!' she points out, before pulling an extra pair of shades out of her yellow trenchcoat. 'Bingo!' she exclaims, putting them on Caliban. 'Caliban look... good?' Caliban asks. 'Uhh... getting there' Jubilee tells him.

'Hank!' Archangel calls out from above. 'I see two wings, or mine eyes deceive me!' the Beast responds. 'Shakespeare?' Warren asks. 'More or less' the Beast tells him, before remarking that Warren is looking good – very blue. 'Last time I take fashion advice from you' Warren smiles. Suddenly, 'A shame to break up this reunion -' a voice calls out. '- but you've broken all of my things, so I think it's only fair' Cassandra smiles as she and stands next to Wolverine, Gambit and Rogue who are all wearing white costumes with large gold X's on them. Cassandra declares that she supposes introductions are in order, and introduces herself to X-Force. 'And these are my New X-Men... Remy. Anna Marie and Logan'. 'Howdy' Logan smiles. Cassandra adds that nowe they are acquainted, she wants to provide X-Force with a bit of friendly advice: 'Run'.

In the Mind Field

'That's it! I'm never having kids!' Jean exclaims as she ginds herself attacked by the X-Babies Havok, Dazzler, Longshot and Colossus. Nightcrawler teleports in overhead, 'Say you're prayers!' he tells Jean, while Dazzler pulls at her hair and tells her to bring Rogue back. 'Where's Gambit?' Colossus asks. 'Oh, forget it!' Jean mutters, releasing a surge of power which knocks the X-Babies away from her.

Elsewhere, Cyclops is in the area where lighting crackles and rain pours. 'Hello? STORM!' he shouts. 'It's me, Cyclops! If you can hear me, call off the hurricane! It's okay! I'm coming to help! The X-Men need you!' he calls out to her. A blast of lightning knocks Cyclops off the railing he is hanging on to, and he falls to the floor. 'Blast! There's nothing here. Whatever Nova did to her, she's not here. And it's all my fault' Scott laments. He reminds himself that he is the one who agreed to bring the X-Men to this place, to this nightmare. 'You picked a good one to go out on, Scott. Some last mission' he mutters to himself, when suddenly, another flash of lightning, and from above, Storm appears: “Last mission”? she asks, quoting her teammate. A gust of wind lifts Cyclops up to Storm, 'I was going to tell you – all of you – when we were finished, but -' Scott begins, looking at Storm, who is now wearing a black version of her costume. Storm interrupts him, telling him that they can discuss it later, but that right now, their priority is escape. She adds that their friends' lives depend on it.

Scott asks Ororo if she found the others, to which she tells him that they are no longer here, that Nova has removed them from the Mind Field. Scott looks down and sees versions of Wolverine looking up at him. 'What? But Logan's right there...' he points out, when suddenly, Jean, still wearing the White Phoenix costume, appears, with the five X-Babies who are now wearing an assortment of casual clothing. Jean explains to Scott that they are psychic constructs, just like the ones Nova threw at them 'See? This place is crawling with them' she adds. 'Hallo!' the X-Baby Nightcrawler exclaims. 'Look at all this cool stuff!' Dazzler calls out. 'Yeah, we're the luckiest kids around!' Longshot smiles, holding Jean's hand. Storm and Jean embrace. 'Jean, your uniform -' Storm begins, as Jean interrupts her: 'No more drastic than your own', before asking her friend if Nova hurt her. 'Manners, boys' Scott tells the X-Babies who gather around him. 'She tried' Storm tells her friend, explaining that she allowed Nova to think that she was defeated, “playing possum” as Rogue would say. 'I lay there, waiting for her to move on, I realized I'd used my powers against her – here, where nature does not exist'.

Storm continues, explaining that she pushed against the Mind Field, and discovered Nova's control over this reality is not absolute. 'Nova's match... that was you?' Cyclops asks. 'Indeed. A small feat, but it inspired this thought: Of all the X-Men, I alone reach outside myself to access my abilities. I had always assumed my body was the conduit, but perhaps not... for if my body can reach out to touch the imaginary Storm, why then couldn't my mind... do the reverse?' Storm asks as she starts to create a surge of electrical energy.


The pods where Storm, Jean and Cyclops are being held in stasis suddenly crackle with energy.

Out front, the Blob, Havok, Boomer and Pyro watch as Artie, Leech and Sauron gather near Deadpool, Domino, Bishop, Cable, Archangel, the Beast and Jubilee. “Run”? Domino asks, quoting Cassandra Nova. 'From you, Nova? Not likely' Bishop declares, raising his large weapon to Nova, Wolverine, Gambit and Rogue. Cable pushes Bishop's weapon down, 'Finger off the trigger, soldier. The X-Men aren't our enemies' he reminds his teammate. 'Rogue, Gambit, Wolvie...' Jubilee calls out as she steps towards her teammates. 'Are they...okay?' Archangel asks. 'Nevah better! Ya'll wanna see my ring?' Rogue asks, extending her hand towards them. 'It's not stolen. Remy promise' Gambit smiles. Jubilee and Chamber go over to Wolverine, and Jubilee comments on the narrow visor that alll three of the “New X-Men” are wearing. 'Nice shades...not!' Jubilee declares. Wolverine just smiles and addressing her as Jubilation, tells her that he would think twice before she starts critiquin his new duds. 'Yeah? And why's that, mate? Gonna slice 'er up, are you?' Chamber enquires. 'No way, Bub. It just ain't polite' comes Wolverine's response. 'Oh, right' Chamber mutters.

Cable stands in front of Nova and tells her that he has seen all he needs to. 'What have you done to the X-Men?' he shouts at her. 'Perhaps you didn't hear me. No surprise, what with all the gunfire – your ears must never stop ringing. I was being kind, and giving you a head start' Cassandra replies. Cable points at Nova and warns her not to let his good looks fool her. 'I'm more than I seem. And I recognize that psionic stink!' he declares. Cassandra, with an image of the Shadow King looming over her, tells Cable that the gulf between what he knows and what he thinks he knows has never been wider. 'I'd say education is in order...but no. Not when I'm this close' she decides. 'To me, my New X-Men!' Cassandra calls out, turning, she leaves with Logan, Gambit and Rogue at her side. 'You think I'm gonna let you walk away?' Cable asks, rasing his weapon. 'You'd shoot an old woman in the back? You're worse than I'd imagined. Very well...' Cassandra replies, turning back to Cable. She stops and turns around, as X-Force, Beast, Jubilee and Chamber and the other Rej-X gather before her. 'You ask what I've done to the X-Men? Just look at them! Sanitized! Revitalized! The perfect heroes for a perfect Westchester. And after today, once Baron Kelly's out of the way – my Westchester!' Cassandra boasts.

Wide-eyed, Cable asks Cassandra what she has done, and tells her that this won't go unnoticed. 'Doom will come to Westchester!' he exclaims. 'Neat. Always wanted his autograph' Deadpool remarks. Cassandra smirks and declares that she is counting on it, adding that once he sees her good works, His Holiness will have no choice but to appoint her  the new Baroness of the domain. 'And you, Cable... you and your band of outlaw mutants will be made to suffer' Cassandra exclaims, grinning, she reports that moments ago, Kelly was notified of Cable's armed assault on this facility, and his subsequent overtaking of Clear Mountain, and that he has weaponized their mobile defense prototype, Codename: Ten-Sentinel. Cassandra continues, explaining that in ten minutes, Cable will be the man who killed Robert Kelly. 'Congratulations on being Westchester's newest evil mutant'. She suggests that he might want to pick a better name though. 'That's why you should've started running when I gave you the chance. After today, there's bound to be a bounty on your heads for upsetting Doom's natural order' Cassandra points out. Cassandra adds that she imagines whoever brings Cable before Doom will earn themselves a nice, shiny new hammer. 'How about it, Rej-X? Who wants to be a Thor?' she asks. Maggott, Gorgeous George and Sauron look at each other, before Feral, Masque and Sauron leap towards Cable and X-Force. Cassandra grins, 'Come along, X-Men, IU wouldn't wnt to be late to our daring rescue'.

'We've got to stop her!' Domino calls out as she dodges Feral. 'You're gonna have your hands full with us, Spot!' Feral snarls, while Bishop is attacked by Masque and Caliban. Cable blows a hole through Gorgeous George's unstable form, while Hairbag lunges at the Beast. 'I'm afraid your comrades are correct, Cable. If Nova succeeds, it is the end for all of them – one way or another. Up above, Sauron screeches as he confronts Archangel, who is unable to break away. Suddenly, 'STAND DOWN!' a voice booms. 'Is it them? The Thors?' Archangel asks as a bolt of lightning separates him from Sauron. Storm, Jean and Cyclops join the others, while Storm tells everyone to calm themselves and not to listen to Nova's trickery. 'I see you stayed out of trouble, Jubilee' Jean smiles at Jubilee, who rushes over to her. 'You're okay!' Jubilee calls out. Storm addresses everybody: 'Mutants. Friends. Hear me' she begins, stating that for too long they have allowed their differences to set them apart from each other, that they have allowed them to grow within their hearts until they consumed them, allowed them to define who they were. 'But today, I say no longer!' Storm declares. 'No longer shall we allow our gifts to be used by others to further their own selfish aims! No longer shall we stand by, fighting amongst ourselves while there is good to be done in this world. As a member of the X-Men, I have learned that it is our differences that make us stronger!'

Storm tells the mutants that if they are weary of this endless war and if they tire of being pit against each other for so long, then today, they can help the X-Men save this world from those who would destroy it. 'For today – we are all X-Men!' Storm exclaims. 'Nice speech' Cable remarks as he approaches Storm. Storm asks him how many of them his teleportation technology can transport, and he replies 'Enough'.

Back at the X-Museum, Baron Kelly, Psylocke and the Professor are flanked by guards. Baron Kelly tells some guards to clear the museum, but to do it calmly. 'We don't need people panicking' he points out. The reporter from earlier calls out to the Baron, and asks if Professor X is being officially linked to the terrorist attacks they are hearing about. Baron Kelly tells the reporter that he has no comment at this time. A small girl rushes over to the Professor, holding an X-Men lunchbox, 'It's really you! Will you sign my X-Men lunchbox?' she asks him. With his arms in shackles, the Professor tells her that he can't. 'But...but why?' the girl asks. Baron Kelly informs the girl that Charles Xavier is under arrest, and that he is a potential renegade mutant. 'However, I'm something of a celebrity myself. Wouldn't you rather have my autograph?' he asks. 'Um, I don't know... what's your power?' the girl replies. 'Oh, enough of this. He possesses the ability to be impossibly obtuse, child!' Psylocke declares as she, despite her own restraints, kicks one of the guards in the neck, knocking them back.

'Stand down, gene joke!' another guard calls out, aiming his weapon at Psylocke. 'Psylocke, don't -' the Professor exclaims, but Betsy tells him that she won't go to that awful place, not so long as she draws breath. 'Go on, psi-witch – test us!' the other guard warns her. Suddenly, they are all knocked off balance by a mighty THOOOM. 'Wha'ts -' the first guard asks. '- that?' the second concludes. 'Oh my Doom!' Baron Kelly gasps, as he, Betsy and Xavier all look up to see a massive monstrosity of a Sentinel with many heads and many arms looming over them. 'Target acquired!' the Sentinel announces.


Characters Involved: 

Beast, Cyclops, Gambit, Jean Grey, Jubilee, Rogue, Storm, Wolverine, Professor X (all X-Men)

Archangel, Bishop, Cable, Deadpool, Domino, Psylocke (all X-Force)

Artie, Caliban, Chamber, Feral, Gorgeous George, Hairbag, Leech, Maggott, Masque, Sauron (all Rej-X)

Blob, Boomer, Cannonball, Havok, Polaris, Pyro, Strong Guy


Cassandra Nova


Baron Kelly


Miles & Rachel

Guard Command






In Cyclops & Jean Grey's Mind Field

Cyclops & Jean Grey

Cassandra Nova

Baby Nathan Summers

Barrage, Foxbat, Gauntlet, HardDrive, Tusk, Underlings (all Dark Riders)

In a Mind Field

Colossus, Dazzler, Havok, Longshot, Nightcrawler (all X-Babies)

Story Notes: 

When Cassandra appears as the Watcher and says “What If...?”, this is an in-joke to the Marvel Comics series called What If...? which re-told significant Marve stories with alternate endings, and how that would have impacted those characters involved. A first volume last 47 issues from 1977 – 1984, and a second volume lasted 114 issues from 1989 – 1998. Marvel continues to publish new What If...? stories as one-shots. Each issue had the Watcher narrate the opening and closing.

Cyclops says “What The --?!” possibly referencing the Marvel Comics series of the same name, which ran for 26 issues from 1988 – 1993 and told comedic stories often parodying or mocking Marvel Comics.

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