X-Men Legacy (1st series) #215

Issue Date: 
October 2008
Story Title: 
Walkthrough part 1

Mike Carey (Writer), Scot Eaton (Penciler), Andrew Hennessy (Inker), Marco Checchetto (Penciler and Inker for Rogue scenes), Frank D’Armata (Colorist), Jean-Francois Beauliieu (Colorist for Rogue scenes) Cory Petit (Letterer), Joe Sabino (Production), Will Panzo (Assistant Editor), Nick Lowe (Editor), Axel Alonzo (Executive Editor), Joe Quesada (Editor-in-Chief), Dan Buckley (Publisher)

Brief Description: 

Rogue arrives in the Australian Outback, and takes up residence inside the X-Men’s old headquarters when they were in Australia. She recalls various moments of that time, and deals with her current situation by hallucinating that she is speaking to Mystique. Sebastian Shaw meets with others at the Hellfire Club to discuss the Inner Circle’s future. Professor X visit’s the ruins of the Xavier Institute, while Cyclops oversees the setting up of the X-Men’s new home in Marin County, before telling the White Queen that he is going to check out the surrounding areas to get an idea of the terrain. However, Cyclops soon finds himself confronted by Xavier, who reveals that he gave Cyclops the suggestion to come out this way. Xavier explains what has been happening to him recently in terms of being possessed by Sinister, and that he has learnt various things about Sinister - including the fact that he has been following Cyclops’ family, and Jean Grey, for three generations. Cyclops argues with Xavier as to the use of his telepathy to force others to do what he wants them to, and tells him that he is no better than Sinister. Xavier tries to reason with Cyclops, but Cyclops is too hurt and tells Xavier that it is time he got a taste of his own medicine, which is when the White Queen appears, and traps Xavier in the Astral Plane.

Full Summary: 

Greymalkin Lane, Westchester, outside the former home and headquarters of the Uncanny X-Men stands a solemn man - the founder and “father” of the X-Men - Professor Charles Xavier. His home in ruins, he thinks to himself that this is a little like death. He strolls through the runs of the once-sprawling mansion, and recalls how he once told his sister, Cassandra Nova, that the past explains people, but she laughed in his face. ‘Only a dream, but still. That laugh comes back to me’ Xavier tells himself, thinking ‘Without the past - without concrete evidence that we walked here, and wrought here, and set our roots here - what are we?’ he wonders.

Xavier finds a sign amongst the rubble and picks it up, it reads: Xavier Institute for Higher Learning, a disguise so that the general public was not aware this was the home of the X-Men. Xavier frowns as he recalls his original X-Men, his first students - Cyclops, Jean Grey, Beast, Iceman and Angel. ‘What are we - my X-Men?’ he wonders.

Meanwhile, at Maynard Plains, Western Australia, at the former headquarters of the Uncanny X-Men, one of those who spent time here pulls up on a motor cycle, dust trailing behind her, it is the complex Rogue, who thinks to herself that it doesn’t matter how far you go, or how fast you run, you bring the past along with you. ‘I know that better than anyone’ she decides, admitting that it can be kind of a comfort sometimes, as good memories can give one strength to get through the bad time.

Rogue’s mind flashes back to when the Uncanny X-Men had just made their home here, and Colossus was bashing away at the rocky terrain, while Rogue told him that if he wanted a real challenge, she would have been glad to fly him over to the Himalayas so that he could try his hand at flattening Mount Everest.

But, as Rogue knows, the past can be a trap too, stopping you from thinking straight, stopping you from being who you need to be, which is why she has come back here - to kill the past. ‘If I don’t kill me first!’ she remarks, stepping into one of the run-down buildings the X-Men used, a mirror stands in the hallway, broken across the top, Rogue’s body appears fragmented in it.

Elsewhere, another home and headquarters of the X-Men, this time though, their present home, in Marin County, California. Scott “Cyclops” Summers, long-time leader of the Uncanny X-Men walks past various construction workers, thinking to himself that this is the future being built right now, and that it is all coming along just fine. Scott decides that when the mansion fell, it seemed like the end of so many things - and it was, it really was. Hank “Beast” McCoy calls out to Scott, telling his friend that Cerebra is fully functional, ‘Good work!’ Scott replies to Hank, who is working with the depowered mutant David “Prodigy” Alleyne.

Scott thinks to himself that if there is one thing the X-Men are good at, it’s rising from the ashes. Behind him, is Warren “Archangel” Worthington III, speaking to some construction workers, he tells them that he wanted the hangar doors slaved to the jet’s navigation board, otherwise that two-second delay means the pilot is going to be wallpaper. Scott thinks to himself that the past is just where they launch from, and it is what they do now that determines who they are and what they are worth.

Scott’s girlfriend and teammate, the glamorous Emma Frost a.k.a. the White Queen approaches him as he surveys the goings-ons, exclaiming ‘I’d offer you a penny for your thoughts, Scott - but since I can get them for free, I’d be down on the deal’. Scott tells Emma that he was thinking about her. ‘Good start’ Emma replies. ‘In fact, about us’ Scott elaborates. ‘Better’ Emma tells him, before Scott reveals that he is really going to miss her tomorrow. ‘And he falls on the ten yard line’ Emma smiles as she places a hand on Scott’s shoulder.

Cyclops explains that he wants to check out the approaches to the headland from the North, walk it through a little. ‘If the base is attacked from that direction, it would be a good idea to have a clear idea of the terrain’ Scott points out. Emma suggests that they could go together, but Scott replies that a camp-out in the woods is not Emma’s style. ‘And I tend to do a job better without…distractions’ Scott adds. Emma tells him to come back quickly, suggesting that they test his hypothesis about distractions in a different arena.

As Scott drives North, he is silent, pensive, even brooding as he parks his car in a forest, and makes his way through the woodlands, until he blasts through some trees, revealing a small clearing where Professor X is sitting, reading a newspaper. ‘Charles!’ Cyclops exclaims. ‘Good morning, Scott. Please join me’ Xavier replies, thinking to himself that Scott told Emma the best lie to get here, a lie that is so completely believable, even more so than the truth. After all, what could be more natural than Cyclops wanting to check out every angle? To sniff the wind, and plug the dam before there is even a hole in it. Xavier thinks to himself that everyone knows that is what Cyclops does, and, at the same time, everyone knows how little he likes to be questioned. Therefore, this seemed like the line of least resistance, the most obvious stratagem to make sure that the two of them could talk undisturbed.

‘It’s good to see you well, as opposed to dead’ Scott replies, before asking how Charles knew in advance which way he would come. Xavier frowns, to which Scott runs his hands through his hair, ‘Are you kidding me?’ he asks. ‘Scott, the matter was too important to wait’ Xavier retorts. ‘You’re doing it again!’ Scott replies, annoyed. ‘I’d accuse you of reading my thoughts, but that wouldn’t have been enough, would it? You set this up, didn’t you? You messed with my mind!’ Scott exclaims.

Xavier explains to Scott that he planted a very weak suggestion, which nudged other thoughts that he was already having about his base’s security. ‘It was no more than that’ he assures him. Scott asks Charles why he thinks it is okay to do that - reaching into people’s heads and rearranging the furniture. ‘I don’t do it lightly, Scott’ Xavier replies, to which Scott asks him how come he does it so often then. Scott declares that he has gotten over hating Charles, as he doesn’t have the time to waste these days. ‘I thought we reached an understanding when you left the mansion. I thought we were past this!’ Scott declares.

Charles reveals that his memories are impaired, and therefore he doesn’t know enough about his past to answer that accusation. ‘Well, I know plenty!’ Scott snaps back, before telling Xavier that he has a lot to answer for. Scott begins to stride away from Xavier, telling him that perhaps some day they can talk about this, but right now, the best thing they can do for each other is keep their distance. ‘Congratulations on your new life, Charles. Use it better than the old one!’ Cyclops declares.

Xavier hangs his head, then folds his arms, while Scott stands a few feet away, unable to step forward, he asks the Professor why he is still here. ‘Because I gave myself the responsibility of teaching you, Scott. And there’s something you still need to learn’ Xavier tells him.

Meanwhile, at the Hellfire Club in Manhattan, Sebastian Shaw, the deposed Black King, sits with several others, and declares ‘What we have been - we must, and can, be again!’. He tells the others that Roberto Da Costa’s defection should not be allowed to distract them from the real issue here. ‘And what’s that, Shaw? Your own power base?’ asks a cloaked figure, who strides around the room. Shaw addresses the cloaked figure as Mister Castlemere, and reminds him that he has been the Hellfire Club’s servant for twenty years, and its master twice. ‘I see power as a very fluid and negotiated asset’.

Castlemere tells Shaw to spare them the rhetoric, ‘We all know you brought something back with you from New Mexico - some weapon you’re keeping to yourself!’ Castlemere exclaims. A man called Turner asks Castlemere about his own cybernetic enhancements, ‘You’re clearly plotting a coup yourself!’ he remarks. Castlemere turns to Turner, his cloak falls down, revealing his strange skin, and Castlemere declares that the Club needs soldiers, and now mutants have turned out to be a finite resource. ‘Donald Pierce was a man of real vision!’ he boasts, referring to the cybernetcially enhanced Pierce. ‘And questionable sanity’ Turner points out, while Castlemere adds that his own body, consequentially, has a very high tolerance of organic toxins.

Watching Castlemere drink his wine down, Turner replies that he thought it was worth trying. ‘The Club’s rules allow for undeclared challenges’ Turner points out. ‘True’ Castlemere replies, ‘But the frown on failure!’ he exclaims as some energy pours out of a device on his chest and passes through Turner, who keels over, until Shaw tells the men to calm themselves. Shaw points out that they now have two vacant positions in the Circle, and suggests they adjourn for now, and consider nominations at their next meeting, with cooler heads.

Sitting next to Shaw is the scantily-clad Mercedes, who tells Shaw that he could exercise a moderating influence here, yet he doesn’t. ‘You seem happy with this drift towards open warfare’ she points out. Shaw tells Mercedes that, to be honest, he thinks a little war might be exactly what the Club needs. ‘To whet our appetites for the big one’ he smirks.

Back in Marin County, Xavier quotes “We shall not cease from traveling. And the end of all our journeys will be to arrive back where we started, and see the place for the first time”. He explains to Scott that is what he is doing, journeying back to his beginnings. Scott, still frozen, ignores Xavier’s comment and tells him that the second he releases him he is going to break his jaw. Xavier replies that he doesn’t believe for a moment Scott would do that. ‘With all the holes in my memory, I know you too well’ he remarks, to which Scott replies ‘Of course you do. You see through all of us, don’t you, Charles? Read us like books, and scribble in the margins. So what’s the big secret you brought back from the grave?’

‘It’s not a revelation. Just a question I never asked you. About your glasses?’ Xavier remarks. ‘My glasses?’ Scott replies. ‘The first pair. The ones you had when we faced Jack O’Diamonds together. Where did they come from?’ Xavier asks. Scott replies that they came from Sinister, as he ran the orphanage in Nebraska where he and Alex grew up. ‘Are you telling me you don’t know that? You must be out of your mind!’ Scott replies. ‘No. But I was inside his, recently. Or vice versa’ Charles replies, to which Scott, now released from Xavier’s mental hold, replies that if he hadn’t seen Sinister dead, that would actually scare him. ‘Scott, do you think the glasses were the only legacy Sinister left you?’ Xavier asks.

Xavier reveals that when his and Sinister’s minds were merged, he saw how deeply Sinister was involved in Scott’s past, and in his. ‘An irony, really. I went in search of my own memories, and found his!’ Xavier remarks, before revealing to Scott that Sinister wasn’t just the head of the orphanage, he was most of the people Scott met there - doctors, administrators and fellow inmates. ‘The whole place existed mostly to provide a realistic environment and context for you’. Xavier adds that, in fact, Sinister had been tracking Scott and his family quite deliberately for three generations, and also watched Jean too, such as disguising himself as an old man passing her while she played outside as a child. Charles reminds Scott that Sinister created a clone from Jean’s DNA, to ensure that the Summers bloodline would continue.

Charles remarks that, under the circumstances, the fact that Scott named his firstborn son Nathan is either a singular coincidence, or else a sign that Nathaniel Essex left marks on Scott’s soul that they have never been able to locate or eradicate. ‘Are you done?’ Scott asks, annoyed. ‘Not entirely. But you’re free to move now’ Xavier points out, telling Scott that he can leave if he likes, ‘I won’t keep you here any longer against your will’.

Xavier tells Scott that, with his permission, he would like to scan his mind, to see whether Sinister left any other mental blocks or compulsions there. ‘To see - ? To see whether -?’ Scott frowns, and unleashes a powerful optic beam which spreads down both sides of Xavier, not touching the old man of course, but possible giving him a shock. Two scars now line the ground, while Scott exclaims ‘You let Sinister inside your own mind, and then you want to check out mine?’ Xavier explains that it would be a precaution only. ‘I wouldn’t pry into -’ he begins, but Scott grabs him by the collar of his shirt, telling him that he doesn’t care how he rationalizes it to himself. ‘No, wait. I do. I do care!’ Xavier tells Scott.

Angry, Scott shouts ‘You bring me here, without asking me. Hold me here against my will!’ ‘For your own -’ Xavier begins to reply, but Scott interrupts, telling him to shut up, asking him why he holds Sinister to a higher ethical standard than himself. ‘What’s the difference between what he does and what you do?’ Scott asks. ‘I suppose, in a sense, Scott - that’s what I’m here to find our’ Xavier replies.

Back in Australia, Rogue gazes around at the ruins, and remembers being happy here, sometimes…and her mind flashes back:


This is supposed to be my place. See what she done to it!?’ Rogue exclaims, teary-eyed as she motions to her messy quarters. ‘That Yankee witch took control of my body and redecorated my home!’ she exclaims. Storm, Psylocke and Dazzler are standing nearby, watching their friend, before Storm reminds Rogue that it was her decision to attack Carol Danvers, and her powers that absorbed Ms. Marvel’s psyche into her own. ‘For better or worse - for the rest of your lives - you’re stuck with each other!’ Storm points out. Rogue sarcastically thanks Storm and mutters that she should have figured Storm would side with Ms. Marvel.


Rogue walks across the dusty ground, thinking that sometimes she was happy here, but the bottom line is this place has two things going for it - it is real quiet, and it used to be hers. Rogue slumps down onto the ground, the wind blows her hair around her face, and she closes her eyes - only to reopen them moments later and announce ‘So. You got anything to say - now’s probably the best chance you’re gonna get’ to a shadow standing behind her. The shadow steps into the light, and places a white-gloved hand on Rogue’s shoulder, ‘What do you want me to say, Anna?’ a voice asks. Rogue spins around and sees Raven Darkholme - Mystique - her foster-mother and long-time antagonist standing before her.

‘You already know I love you!’ Mystique tells Rogue, who angrily replies ‘For just a moment - a couple of heartbeats - I was clean. All alone inside my head for the first time since that fight on the Golden Gate Bridge. Then I touched you…and now there’s two of us’. A tear falls from Rogue’s eye, while Mystique remarks ‘Solitude was my natural state for a hundred years. I never let anyone inside my guard’. Rogue replies that that must have been peaceful, to which Mystique tells her that so is death. ‘It really just depends what you’re looking for’.

Rogue stands up and tells Mystique that she is looking for a way to be herself. ‘Just me!’. She exclaims that she is tired of going through life wearing prophylactics on both her hands. ‘It’s got to change!’ she declares. ‘And I waited long enough for someone else to change it for me. Too long. Didn’t happen. Now - it’s down to little old me, ain’t it?’ Rogue exclaims as the hallucination of Mystique vanishes.

Marin County, the evening sky rises to replace daylight, when finally Xavier exclaims ‘Motive. That would be one thing that separates me from Sinister’. Xavier declares that he had a dream, an ideal, and it was bigger than anything else in his life. Xavier reveals that when his mind was destroyed, it was the last thing he clung to. ‘The core around which I rebuilt myself. It stayed with me, when so much of the past bled away’ Xavier remarks. ‘Sinister. Magneto. Apocalypse. Idealists, every one. You can’t buy yourself off this by saying you meant well!’ Cyclops tells Xavier.

‘I’m not trying to!’ Xavier assures Scott, who replies ‘The core you built the rest of us around was a lie. You took us apart and reassembled us, the way a soldier does with a rifle. But at the end of the day, Professor - a soldier goes into a battle himself’. Xavier is upset by this comment, and exclaims that he has fought by Scott’s side. ‘Sometimes. But it was your war. You drafted all of us’ Scott replies. ‘Told us what to think, and edited out the parts of our minds that didn’t fit!’.

Xavier asks what would have happened if he didn’t draft and train them all. ‘Would your enemies have left you alone?’ he asks, before pointing out that the enemy had already found Scott, and declares that his justification for what he has done is that Scott is still alive. Xavier hangs his head as he turns from Scott, ‘No matter’ he mutters, telling Scott that it was good to see him again, and that he hopes his apology will come to mean something to him in time. With that, Xavier begins to walk away.

‘Professor!’ Scott shouts, frowning as he announces that it is not going to be nearly this easy. ‘Not after what you just told me!’ he exclaims. ‘Think about it! You said you made mind-contact with Sinister after he was dead. You don’t throw out a remark like that and then just walk away!’ Scott shouts. Xavier suddenly walks off the edge of what appears to be a cliff - only to land on some ground below, where Scott is standing in front of him.

‘This isn’t your power!’ Xavier gasps. ‘No. But then, I didn’t come here alone!’ Scott reveals. A giant shadow is cast over Xavier as Cyclops remarks that someone else has visiting rights inside his head these days, someone who would spot a thought that didn’t belong there and know it for what it was. ‘So strap yourself in, Professor, you’re about to get a taste of your own medicine!’ Scott announces, while, now inside the Astral Plane, Xavier is confronted by a giant-sized Emma Frost!

Characters Involved: 

Professor X


Angel, Beast, Cyclops, White Queen (all X-Men)

Prodigy IV

Sebastian Shaw

Mister Castlemere



Other Hellfire Club members

Hellfire Club guards

Construction workers

In Xavier’s Memory

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

Professor X

In Rogue’s Memory:

Colossus & Rogue

In Flashback Scenes

Cyclops and Jean Grey as children

Mr. Sinister in disguises

In Flashback

Dazzler, Psylocke, Rogue, Storm (all X-Men)

In Rogue’s Hallucination


Story Notes: 

The Xavier Institute was destroyed during the “Messiah Complex” crossover.

The X-Men made their headquarters in the Australian outback in Uncanny X-Men #229.

Xavier was believed dead as of X-Men (2nd series) #207, part of the “Messiah Complex” crossover.

Cyclops and Xavier fought Jack O’Diamonds in the back story of Uncanny X-Men #39-42.

Xavier and Sinister were inside each others minds in X-Men Legacy #214.

Sinister was killed in X-Factor (3rd series) #27, also part of “Messiah Complex”.

Madelyne Pryor, was revealed to be Jean Grey’s clone, created by Sinister, during the “Inferno” saga.

Rogue absorbed Ms. Marvel’s powers and memories in the classic Avengers (1st series) Annual #10. Rogue and the Carol Danvers personality began to share Rogue’s body in Uncanny X-Men #236.

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