X-Men: Odd Men Out

Issue Date: 
September 2008
Story Title: 
Odd Men Out (First story)<br>Think Again! (Second Story)

First Story: Roger Stern (writer), Dave Cockrum (penciler), Joe Rubinstein (inker), Dave Sharpe (letterer), Andrew Crossley (colorist), Suzanne Gaffney (assistant editor), Bob Harras (editor)

Second Story: Michael Higgins (writer), Dave Cockrum (penciler), Joe Rubinstein (inker), Joe Rosen (letterer), Andrew Crossley (colorist), Bob Barras (editor), Tom DeFalco (editor-in-chief)

Brief Description: 

(first story)

Xavier meets up with his long-time friend and ally, former FBI agent Fred Duncan. They discuss recent events in their life, and the history of the X-Men, and Xavier’s adventures in space. Fred also reveals that he is writing a book on the way the government has mishandled anti-mutant hysteria.

(second story)

The New Mutants - Cannonball, Sunspot, Rusty, Skids, Boom-Boom, Rictor and Wolfsbane - are out enjoying themselves at an ice skating rink in Central Park, unaware that the Mad Thinker had uncovered an abandoned laboratory in the subway tunnels, where he constructs an android, thinking he can use the android to seek revenge, only for the android to turn on him, and reveal that he has a true master. The android goes to Central Park, and begins to absorb the New Mutants’ powers one-by-one, until the team pulls themselves together to take down their foe as a cohesive unit - except during their grand attack, the android is shut down, then scorned by its unseen master, before departing to parts unknown to report for analysis and modification. The New Mutants are pleased that it has gone, and go to get something to eat.

Full Summary: 

(first story)

1025 Sindoni Crescent, Hegeman, New York, a nice looking house is dark except for the light coming from one room, where Frederick “Fred” Amos Duncan, formerly of the FBI sits at a computer, tapping away at the keyboard, smoking a pipe as he does so, with his dog sitting at his feet. The dogs ears suddenly prick up, and he stands up, growling at something. ‘C’mon, Helmut…you just had your walk! You can’t need to go out again so soon!’ Fred tells his dog. ‘What is it, boy? What’s - omigod!’ Fred exclaims as suddenly, a man appears to walk through his wall. ‘Please forgive the intrusion, Fred - but this was the most direct way of contacting you!’ a voice resounds around Fred.

‘Charles Xavier? Is that really you?’ Fred gasps, looking at his friend. ‘But reaching out to him, Fred’s arm passes through Xavier, who explains that this is just his astral projection. Xavier apologizes to Fred for the unorthodox entrance, and explains that he thought they should talk, and that he wished to ascertain that they could meet in private. ‘Of course’ Fred replies, asking Xavier if he is in Westchester, but Xavier replies that he is actually less than a mile away…

Indeed, Xavier sits in the back of an old-style car, with three of his senior X-Men - Logan a.k.a. Wolverine, Scott “Cyclops” Summers, and the Beast a.k.a. Dr. Henry McCoy, looking rather human. Logan tells Scott to get off his back, ‘There’s nothing wrong with me copping a smoke while Xavier’s nodded off!’ he declares, holding a cigar up. ‘There is with doing it in a closed vehicle!’ Cyclops retorts as he keeps Xavier’s body propped up. ‘Our complaintive compadre has a point, Wolverine! You could at least point that cheroot out the window!’ Hank tells Logan from the front seat where he is driving the car.

Xavier opens his eyes, and turns to Logan, pointing out that while his healing factor may shield him from the effects of nicotine, the rest of them are not so blessed. Scott asks his mentor how it went with Fred, to which Xavier replies ‘Quite well’ and gives Henry the instructions as to what house to pull up at. ‘Your wish is my command, Professor. Our approach shall be furtive and out arrival expeditious!’ Hank exclaims. ‘Just shut up and drive!’ Logan snaps.

Flying overhead is another of the senior X-Men, Jean Grey, whom Xavier telepathically asks her to report. Jean replies that there is nothing suspicious within a five mile radius, to which Xavier asks her to maintain aerial surveillance and inform him if the situation changes.

The car pulls up in Fred’s driveway, and shortly, Fred comes out to greet Xavier, who is confined to a wheelchair. Fred tells Charles that it is good to see him in the flesh. ‘And…Hank McCoy, isn’t it?’ Fred asks. ‘Yes, sir. It’s been a long time’ Hank replies as he pushes Xavier’s wheelchair. Fred is a bit puzzled at Hank’s appearance, ‘Uh, excuse me, but I thought that you…’ he trails off, but the Beast continues his sentence for him: ‘…had once again become hirsute? Alas, ‘tis true! The beardless youth I cone was is now little more than treasured remembrance!’ Hank replies, adding ‘Only occasionally resurrected like some ghostly shade via this miraculous, micro circuited image-inducer!’ he exclaims, pressing a small device, which returns him to his blue furry form.

‘But enough elucidation…I’ll leave you two your own devices and join the others in the field!’ Hank exclaims. Xavier thanks him, while Fred asks ‘Others? Field?’. Xavier explains that a number of the X-Men have accompanied him here, and they have already fanned out around the perimeter of his property, who will keep watch to ensure that they are not disturbed.

Shortly, inside his den, Fred motions to the monitors that he has set up, which display the current whereabouts of Wolverine, Cyclops and the Beast, and Fred remarks that he cannot fault Xavier’s choice in bodyguards, before asking if they were necessary, and pointing out that he is rather security conscious these days. ‘Yes, you have quite a set up’ Xavier replies, before telling Fred that it is best not to take chances, ‘After all, I have some extraordinary enemies!’ he reminds him.

‘I bow to your judgment’ Fred replies, before asking Xavier why he has come. ‘Do I need a reason?’ Charles asks, before remarking that Fred’s name was mentioned in a Sunday Times article on security companies, ‘And I suddenly realized how long it had been since was last talked. The Beast was right…it’s been years!’ Xavier tells Fred, who agrees, remarking that they are both a little older, and that he is a few pounds heavier. ‘A lot has changed’ he remarks.

‘Has it, Fred? Are things really that different?’ Xavier asks, remarking that a man’s life is barely a blink in the eye of eternity. ‘Sometimes, it seems like only yesterday that we first met…’ Xavier remarks, adding that he remembers when Fred was named to head the FBI’s investigation of mutant activities.

flashback, years ago:

At the office of the Federal Bureau of Investigation, ‘Why the long face, Fred? This “mutant menace” thing sounds like a plum assignment!’ a man tells his colleague, Fred Duncan. ‘Is it?’ Fred replies, addressing his colleague as Bill, and remarks that, when certain people - through some accident of birth - develop strange powers, there is potential for alarm. ‘But how much of that stems from our own unreasoning fear?’ Fred asks, adding if they are going to start suspecting their children or reporting friends. ‘How long before we start seeing mutants under our beds?’ he asks.

Suddenly, a man in a wheelchair appears next to Fred, surprising Fred, who asks ‘How in blazes did you get in here? This is a high security area!’. Bill agrees, and declares that he doesn’t know how this man got in, ‘But I know how he’s going out!’ he exclaims. However, as Bill tries to push the intruder’s wheelchair, he finds that it won’t budge. ‘You merely think you are pushing with all your might - in reality, it is you who are immobilized by me!’ the bald, wheelchair-bound intruder explains.

Fred draws his gun, ‘You? Then you’re a mutant…set on stopping our investigation?’ he exclaims. The intruder smiles as he replies that indeed, he is a mutant, ‘But I assure you, that’s not my purpose. There’s no need for that gun…you’ll find that you cannot even squeeze the trigger!’. The wheelchair-bound man apologizes for the rather melodramatic demonstration of his mental powers, before asking the FBI agents if they will allow him to explain who he is and why he is here. ‘I propose to help you - to help us all - by personally locating and contacting this nation‘s mutant minority!’ he announces.

The intruder explains that if mutants are hounded - persecuted, then they may become the very menace that humanity fears. ‘But if I can provide them with a proper outlet for their powers…’ he begins. Fred agrees, and shakes his new companion’s hand, promising to supply him with data, provided he periodically reports to him. ‘Let us hope we have both reasoned correctly, Duncan. The survival of civilization may depend on it!’ Professor Charles Xavier exclaims.


Xavier remarks that, in retrospect, he should have found a better way of revealing his presence, but knows that he is very lucky to have found the right man to support his plan.

Flashback continues as illustrative imagines:

The months that followed were busy ones in which Xavier began to recruit students for his School for Gifted Youngsters - although the public never knew just how “gifted” the youngsters were, nor did they realize that the Academy was training the first five X-Men: Warren Worthington, who truly came alive as the Angel, happy that he no longer had to keep his wings hidden. While Henry McCoy relished the opportunity to test his Beast-like strength and agility. Scott summers, the oldest and most reserved of Xavier’s First Class worked to contain his powerful eye-beams behind the visor of the Cyclops, while young Bobby Drake diligently refined his mastery of temperatures as the Iceman. Finally, the telekinetic Jean Grey was the last to officially join the first team.


Xavier remarks that he is sorry now that he didn’t come up with a better codename for Jean than Marvel Girl, but he had little time to reconsider then, as Jean had just joined them when they faced their first threat.

Flashback continues as illustrative images:

That first threat being the mutant who would go on to become their deadliest foe - Magneto, Master of Magnetism! But of course, Magneto returned again, and again, gathering his Brotherhood of Evil Mutants - originally Mastermind, Quicksilver, the Scarlet Witch and Toad - who were the X-Men’s greatest enemies in the early years, but they were by no means not the only danger, for the X-Men also went up against other mutants - the Blob, the Vanisher, Unus the Untouchable, even the legendary Sub-Mariner, and those from other sources like Xavier’s old foe, Lucifer.


‘A dangerous bunch, every one of them!’ Fred exclaims as he pours Charles a cup of coffee. Fred tells Charles that he can be proud, as his kids face some of the toughest opponents that ever walked the Earth - and won every time. ‘Not every time, Fred’ Xavier replies, pointing out that they never truly overcame Magneto. ‘Maybe not, but they always managed to save the day!’ Fred points out. Fred remarks that Xavier trained his X-Men very well, so well that they were able to get along with out him. ‘I’ll never forget that time…’ Fred begins as he recalls more of the X-Men’s past:

Flashback continues as illustrative images:

At one point, Xavier telepathically contacted Fred, informing him that he has embarked on a most dangerous project, one which requires his full attention. Xavier explained to Fred that in order to avoid alarming his X-Men, a double has taken his place, however, this double has died, and only Jean knows the truth, while the others must continue to think of him as dead. So, Fred followed Xavier’s wishes, and paid the X-Men a visit at Charles’ “gravesite”, where he introduced himself to them, and accompanied them back to the Mansion.

However, before Fred could get down to business, there was a major interruption - in the form of Juggernaut! Fred thought that it was all over, but somehow, the young X-Men managed to defeat him. It was then that Fred had to order the X-Men to split up into smaller units and spread out across the country, and as they stood there in their new outfits, he tried not to look Jean Grey in the eye, as he knew she was keeping Xavier’s secret, and had suspected the real reason for Fred’s order was to keep the others from stumbling across any evidence that Xavier was alive and that he was living in the mansion’s basement.


Fred smiles as he recalls that they couldn’t keep the kids separated for long, as they were back together in less than a month, and even started recruiting!

Flashback continues as illustrative images:

The first was none other than Lorna “Polaris” Dane, discovered by Iceman, a young woman whose magnetic powers may one day rival those of Magneto himself, followed by Havok a.k.a. Alex Summers, the younger brother of Cyclops, the two had been separated since childhood, but Xavier had helped Scott locate Alex some months before his “demise”, and although Havok was a “late-bloomer”, when his powers finally manifested, they did so most explosively. Together, this expanded X-Men acquitted themselves very well in battle against the Living Monolith, the Sentinels, Sauron, an of course, once again, Magneto.


Fred remarks that, if he remembers correctly, it wasn’t long afterwards that Xavier came out of hiding and rejoined the living. ‘Yes…my research had finally proven fruitful, and I emerged to greet my X-Men!’ Xavier replies.

Flashback continues as illustrative images:

However, it wasn’t the best of meetings, as the X-Men naturally felt confused and bewildered, while Xavier had no time to deal with their hurt feelings, as the Earth, after all, was under the threat of an alien invasion. For, months earlier, Xavier had chanced upon an interstellar transmission from a bloodthirsty race known as the Z’Nox, and had spent virtually every waking hour after that preparing a counter attack. With the help of the X-Men, Xavier forged a vast mental circuit, linking millions of compassionate human minds to generate a beam of mental force to be directed against the invaders, and although the effort nearly killed Xavier for real, the Z’Nox were repulsed.


Xavier asks Fred to forgive him, remarking that he knows he drones on about that story at times, and realizes Fred has heard it all before. ‘Hey, it’s okay!’ Fred replies, to which Xavier asks ‘Is it?’, and admits that it still bothers him, for although he developed a successful attack, he had deceived his X-Men, and will always regret that. ‘Far too often we rely upon deception’ Xavier declares. ‘Tell me about it!’ Fred agrees, explaining that he saw plenty of it in his old job, and that he sometimes thinks the government invented deception. ‘They’ve certainly misled the public about the X-Men!’ Fred exclaims, before adding that although Xavier’s teams have always kept a fairly low profile, they have still saved this country so many times he has lost count.

Flashback continues as illustrative images:

After the X-Men were reformed with new members - including Wolverine, Strom, Nightcrawler and Colossus, one of the first things they did was free the Norad command center from the control of Nefaria and his Ani-Men, preventing World War III - not that the government would ever admit it.

Later, when a re-organized Brotherhood of Evil Mutants, led by Mystique and containing the likes of Blob and Pyro attacked a Senate hearing on mutant affairs, the X-Men came through again, saving the life of the committee, the chairman, and Senator Robert Kelly - and while one would expect a little gratitude, there was none.

Flashback continues:

A few months later, Fred is called to the White House, to consult with the President, Senator Kelly and two National Security Advisors, Henry Peter Gyrich and Valerie Cooper. ‘Sit down, Duncan. We’d like your input on a new classified operation’ the President said to Fred. The powerful humans were of course discussing Project Wideawake, an operation devised to deal with what was called the “Mutant Threat”. Fred told the President that he was appalled. ‘Some of the things being considered here…covert paramilitary operations, mutant registration…are blatantly unconstitutional!’ Fred pointed out, as he asked ‘You can’t be serious’.

The President assured Fred that they are not going to be violating the rights of any good citizen, but trying to make contingencies for dealing with threats to national security. ‘America hardly has a monopoly on mutants, now do we?’. Gyrich smirked at this comment, while Fred put up the best fight he could, but was soon dismissed, with the feeling that whatever plans the administration had in regards to mutants, he was going to be out of the loop, as Cooper and Gyrich had the President’s ear.

The events that followed didn’t help matters at all, as Magneto warned humanity to cede to him, otherwise he would end life as they knew it on Earth. Fred thought that Magneto couldn’t have picked a worse time to throw his weight around, but, as Fred later found out from Xavier that the X-Men wrecked Magneto’s plan, and there was no more heard of it until one day, Gyrich stormed into Fred’s office, ‘What in blazes is going on?’ he bellowed. ‘Nice to see you too, Gyrich! To what do I owe the pleasure?’ Fred asked, to which Gyrich is confused, ‘Are you telling me that you don’t know?’ he demanded. ‘Know what?’ Fred replied.

‘Try accessing your files on the X-Men…just try!’ Gyrich shouted. Fred does so, but is just as confused, as his computer tells him that there is no such file. ‘It’s not there! It’s gone!’ Fred gasped. ‘You’re *!@# right it’s gone - it’s been erased from the whole *@#! Federal data bank! There’s not a single memory-byte that so much as mentions the X-Men!’ Gyrich rambled on. ‘Really? Sonuvagun. System must have been infected by some sort of open-ended virus…or maybe a worm’ Fred replied, smiling to himself.

Gyrich began to rant and rave, ‘It’s those *@!* muties! They’ve done this somehow! But it won’t do them any good!’. Gyrich ordered Fred to start a new database immediately, putting everything he has on the X-Men into it. ‘Gee, Pete, I don’t think that’s possible’ Fred replied casually. ‘Not possible?’ Gyrich asked. Fred explained that all papers files were entered into the old data base years ago, and then they were shredded as there wasn’t enough storage space. ‘And you wouldn’t want to rely on my memory. Heck, I cant even remember my own sister’s birthday!’ Fred declared.

A furious Gyrich waved his fists in the air, shouting ‘Don’t give me that, Duncan! You must have something!’, before he exclaimed that Fred must be in cahoots with the X-Men. ‘You *!@*, I’ll have your job for this!’. Annoyed, Fred reminded Gyrich that he works for the Bureau, and doesn’t report to him. ‘Not anymore!’ Gyrich retorted as he revealed that anyone dealing with mutant affairs answers to Project Wideawake now. ‘And that means me!’ ‘Good!’ Fred replied as he remarked ‘That makes this much simpler!’ and handed Gyrich a piece of paper and began to walk away from Gyrich, who asked ‘What’s this?’‘My resignation. Hope you like it, I’ve been working on it for weeks!’ Fred replied. ‘Don’t think it hasn’t been fun’ he added as he whistled his way out of his office.


‘You really should have been there’ Fred tells Xavier. ‘Gyrich was fit to be tied! I only wish I had some rope!’. Xavier remarks to Fred that he took quite a chance, quitting like that, pointing out that Gyrich could have caused him a lot of trouble. Fred reveals that Gyrich did try to give him trouble, and that he had planned for that, explaining that he still has some friends at the Capitol. ‘Even so, you sacrificed your career for us’ Xavier points out. Fred replies that his career was over anyway, as what he thought didn’t matter anymore, the others didn’t want to hear it. ‘It didn’t matter how well I did my job, or how many years of faithful service I’d put in. Things had changed at the top, and I was suddenly the odd man out. You don’t know…’ Fred exclaims, before uttering ‘What am I saying? You of all people must know what it’s like!’

Xavier glances sideways, and replies ‘Yes…I do. My powers…my nature…have kept me an outsider, at odds, with the world, most of my life. Even in love, I’ve…well, a man can find himself in a lot of odd situations when he’s in love’. Xavier then asks Fred if he has ever told him about Princess Lilandra. ‘Princess? No…’ Fred replies. Xavier tells Fred that he may find this hard to believe, but that when he turned his psionic beam spaceward against the Z’Nox, it was somehow detected far across space, by Lilandra Nermani, Princess-Majestrix of the Shi’ar.

Flashback continues as illustrative images:

Civil war had gripped Lilandra’s empire, and she followed the path of Xavier’s psychic beam to Earth, searching for super-powered aid. The X-Men helped Lilandra end the war, and the two of them fell in love. Even though it may have seemed like some mad fantast, it was all true, it happened, despite the differences in origin, in species. Xavier loved Lilandra, and she loved him. The love was so great, that eventually Xavier became Lilandra’s royal consort and left Earth for the Shi’ar throne world - it was there where he was truly the “odd man out”. It was quite a heady experience at first, as Xavier was on another planet, in another galaxy, and there was so much to observe and learn. But to some of the alien ambassadors, he was a lowly barbarian and barely tolerated. ‘Please touch me not’ one of them said to him, while others simply ignored him - their silence spoke volumes. Others, however, regarded him as some sort of royal pet. ‘Ooh, isn’t he the cutest thing!?’ one of them declared.


‘That…was infuriating!’ Xavier tells Fred, before revealing that he almost welcomed the emergency that brought him back to Earth.

Flashback continues as illustrative images:

The situation awaiting Xavier was a desperate one, as Jean Grey’s psi-powers were growing to seemingly uncontrollable levels, culminating in the emergence of an entity which called itself Dark Phoenix. The threat of the Dark Phoenix however was only ended through the greatest sacrifice ever, Jean killed herself.


‘Since you brought this up, Charles…I’d read Ms. Grey’s obituary…who was the Marvel Girl that joined that X-Factor bunch?’ Fred asks. ‘The real Jean Grey. The Phoenix it turns out, was a cosmic force which had replicated Jean’s form and consciousness. The young woman who had been my student was still alive…wonderfully, miraculously - alive!’ Xavier explains to Fred.

Suddenly, outside Fred’s home, Jean Grey, up in the air, catches Xavier’s thoughts. Jean tells herself that Charles’ powers may have allowed him to analyze and confirm her “resurrection”, but she knows that he is as amazed by it as everyone else. ‘Not that I blame him…I was just as astounded to learn what Phoenix had done in my name’. Jean wishes that Charles had been around for her revival, as she believes that things would have been a lot different for X-Factor with him in charge.

‘Would they, Jean? I wonder…’ Xavier thinks to himself, before telling Fred that he cannot say he truly gave the X-Men much guidance in recent years, as his attentions were divided, continually distracted by events in Lilandra’s domain. He reveals that, through his involvement with the Shi’ar, he became a host body for a parasitic creature from an alien race called the Brood.

Flashback continues as illustrative images:

Under the influence of the Brood, Xavier gathered a new class of students, the New Mutants, who were intended to become new hosts. Thankfully, before that could happen, Xavier’s body was completely taken over by the Brood inside him. Xavier would have been doomed to a nightmarish existence as one of the Brood, were it not for the advanced bio-technology of the Shi’ar, who were able to find enough untainted tissue to clone Xavier a strong, new body, and for the first time in years, he was able to walk again.

So, Xavier returned to Earth with vigor, but he also became careless, and while working as a visiting Professor at Columbia, he was confronted by an anti-mutant mob. Xavier didn’t take their threat seriously enough, and failed to adequately defend himself, resulting in him being beaten to near death. With Xavier’s new body failing him, dying, he turned his school over to Magneto. Xavier was saved once more by Lilandra, who transported him back to the Shi’ar galaxy, whereupon he regained his vitality, but pony after a long convalescence.


‘Are you kidding me?!’ Fred gasps, exclaiming that it is hard enough to buy the part about alien parasites and cloning, ‘But do you mean to say that you actually put Magneto in charge of your school?’. Xavier admits that, in retrospect, it seems crazy, but at the time he was in a desperate situation. ‘I had hopes…well…that’s history, now’. Xavier remarks, before explaining to Fred that he had no further contact with Earth for many months, as Lilandra had been deposed from the Shi’ar, and they roamed her galaxy in company of the rebellious Starjammers.

Flashback continues as illustrative images:

Life became one vast adventure for Xavier, and he became Lilandra’s warlord, fomenting a rebellion to return her to power, and they had little time to themselves. It was during that time that Xavier truly realized that Lilandra’s first duty would always be to her empire, and again, he was the outsider. Nevertheless, the Starjammers were soon captured by a band of War Skrulls, who employed a bizarre bio-template, holding them captive, and replicating them right down to their molecular level. Xavier’s Skrull even possessed his mental powers.

Through that, the War Skrull was able to control Lilandra, and through her, the Shi’ar Empire, which had recently been won back. Rather ironic that this was another masquerade, another deception, only this time they were all victims. However, the X-Men were drawn into the conflict, who knows what may have come to pass if they weren’t. With the X-Men’s support, Xavier was finally able to overcome his Skrull doppelganger, but that didn’t mean he was done with battle, as Xavier then had to contend with the Shadow King who taken over Muir Island. Xavier returned to Earth to stop his old enemy, but although he put and end to the Shadow King, he lost the use of his legs in the process.


‘Charles, I’m sorry. Lord, but that sounds inadequate. I’d read where you were walking again. When I saw you…back in that wheelchair…I wanted to ask, but I didn’t want to open any old wounds’. Fred exclaims. Xavier tells Fred to not let it bother him, exclaiming that he tries not to let it bother himself, as he has lived through it before, ‘And I still have my life, after all…and my work’ Xavier adds, before remarking that it is good to see Fred looking so prosperous. ‘You’ve made quite a life for yourself. Fred replies that his experience paid off quite nicely in the private sector, and explains that being a security consultant got him a nice home and plenty of free time for his other interests.

Fred holds up a file and reveals that he has been writing a book, and that he hopes to blow the lid off the government’s mishandling of anti-mutant hysteria. ‘Thanks to the Freedom of Information Act, I’ve been able to dig up plenty of dirt’ Fred explains, adding that they have denied him a lot, claiming “national security”, but he feels he still has enough to make them sweat.

Concerned, Xavier begins to say ‘Fred, about this book -’ but Fred interrupts him, assuring Xavier that he needn’t worry, as nothing in the book will compromise Xavier or the X-Men. ‘You have my word on that’. But Charles explains that he is not worried about the X-Men, ‘This book could put you in considerable danger…there are many people who won’t like its message’ he points out. Fred replies that makes it all the more important, ‘What was it that Edmund Burke was supposed to have said?’ he asks, before quoting: The only thing necessary for the triumph of evil is for good men to do nothing.

Fred points out that he has lived with danger before, and can stand to live with it again. Charles tells Fred that he admires his resolve, and bids him to be careful, as the X-Men have many enemies who might see Fred’s connection with the X-Men through this book. ‘I want you to stay alert, and contact me immediately if you feel threatened’ Xavier tells Fred. ‘Don’t worry, if a Sentinel shows up on my doorstep, you’ll be the first one I call!’ Fred replies, smiling, before telling Charles that he appreciates his concern.

‘There are far too few “good men” willing to stand up for mutants, Fred…we can’t afford to lose even one’ Xavier exclaims, before adding that Fred has been a good friend, which is the real reason for this visit. ‘You’re one of the few “normal” human beings in whom I can confide’ Xavier reveals. Fred replies that he is honoured by Charles’ confidence, before asking him if he would like more coffee. ‘Please’ Xavier replies, and as Fred pours the coffee, he tells Charles that if he ever published his memoirs, he would bet Hollywood would go crazy bidding up the movie rights.

‘I’m afraid my story would be considered science fiction’ Charles replies. Fred laughs and remarks that he supposes it would. ‘Adventures in outer space, huh?’. ‘Not just outer space Fred, a different galaxy…far, far away!’ Xavier replies. Fred tells his friend that it is good to have him back. ‘It’s good to be back’ Xavier replies as they clink their coffee mugs together.

second story:

New York City, specifically, Park Avenue on Manhattan’s Upper East side. A man in a tattered coat and wearing a wide-brimmed hat walks past a well-dressed couple who are exiting a restaurant. ‘Oh my word!’ exclaims the woman. ‘How horrible that his unsavory kind are permitted to roam about freely. He looks simply awful!’ she exclaims, adding that it is creatures like that which spoil this fine neighborhood. ‘There, there, precious. Pay him no mind! He doesn’t even seem to notice we’re here’ the woman’s husband replies.

But the mysterious man thinks to himself ‘Oh, I am aware of you - your sneers, your smugness and your derisive comments!’. The rich couple walk along the side walk, ‘Let’s hurry! He’s so frightful!’ the woman tells her husband, while the mysterious man thinks ‘You may scoff at me now - but soon you and your breed will know the error of your ways. And in all probability, you will not have long to wait!’. He opens up a metal grate in a garden and walks down some stairs under the grate, thinking that everything is proceeding precisely as calculated. ‘Still, despite the accuracy of my elaborate research, this all seems so unlikely!’

He wonders if it is possible that such a thing exists, but more importantly, why it exists, not to mention, who would be so foolish to protect something so significant with so primitive means of security he wonders as he looks at the basic padlock on an old door, then whacks it open with a crowbar. Passing through the door, he finds himself in a long abandoned subway tunnel, completely dark, with water leaks, rubbish and rats. He wonders if his information is incorrect, but decides that is impossible, and holds up a device, which give off readings, indicating that which he seeks is only a few hundred feet ahead. He wonders how a source of such enormous power could be created beneath Central Park in absolute secrecy, and soon arrives at another chamber off the subway, switching on a light, he thinks to himself ‘And yet…here it is!’

‘HAHAHAHAHA!’ he laughs as he looks around the chamber and tosses his arms in the air, ‘YES! It is a veritable haven of technological finesse! In truth, I have never seen anything like it!’ he exclaims, before boasting ‘The Thinker shall never be called Mad again!’. He declares that vengeance will finally be his, and the Fantastic Four will be destroyed at long last.

Soon, the Thinker sits at a computer screen, with images of X-Factor on the screen - Angel, Beast, Cyclops, Iceman and Marvel Girl. As he reads over the bios alongside the images, he thinks to himself that whoever abandoned this sophisticated system had certainly gone to great lengths to analyze and categorize such a wealth of information. The Thinker finds it interesting that one area takes on a much greater importance than the rest - ‘Why the seeming obsession with these pitiful mutants?’ he wonders. Examining the X-Factor team, the Thinker remarks that they must be the X-Men, and notes how they have changed since their brief encounter many years ago.

The monitor changes, and other mutants are shown - Magik. Magma. Mirage. ‘And, who are these cretins? New X-Men?’ The Thinker wonders, adding that it appears even one such as he can lose the edge of familiarity in so peculiar a line of work. He declares that he must familiarize himself with this plethora of information, and begins reading all the profiles. ‘Hmmm. This is all enormously intriguing…and it has sparked brilliant revelations - as well as new plans!’ he boasts, telling himself that he has his work cut out for him, ‘Soon, all the world shall know and fear your name!’ he exclaims.

Soon, the Thinker begins working on something, while thinking to himself that his scientific prowess is greater than ever, and his unerring strategy while assure success in this extravagant endeavor.

Meanwhile, at Wollman’s Skating Rink in Central Park, where seven very special young people - young heroes - are taking some time out after the recent tragic events in their lives to have some fun. They are the New Mutants! Cannonball! Sunspot! Rusty! Skids! Boom-Boom! Wolfsbane! Rictor!

‘Gangway! Here I come!’ Bobby “Sunspot” DaCosta exclaims as she speeds across the rink, ‘Just watch a real pro at work!’ he boasts ‘You gotta be yanking my chain! This is what you turkeys call fun?’ Julio “Rictor“ Richter, new to the New Mutants after the X-Terminators merged into the team, exclaims. Sitting down, Sam “Cannonball” Guthrie tells his new friend to give it a shot, and explains that he never had the chance to do this back where he comes from, and it sure turned out to be a ball for him. ‘Yeah, maybe for you, home-boy, but not for me!’ Rictor replies. ‘Your loss!’ Sam tells Julio, before calling out to Bobby, his best friend, and asking him to wait up.

Standing on the outside of the rink is Tabitha “Boom-Boom” Smith and Rahne “Wolfsbane” Sinclair, and Tabitha suggests they don’t just stand here wasting precious time, not to mention the skate rentals, and suggests to Rahne that they hit the ice. Rahne replies that she doesn’t know, to which Tabby asks her what she means. ‘Look at all those gorgeous hunks out there!’ she exclaims. ‘Hmmm…’ Rahne replies, while, sitting on the edge of the rink, Rusty Collins offers to help his girlfriend, Sally “Skids” Blevins into her skates, but Sally replies that it is okay, as she can do it. ‘And I insist -’ Rusty begins, until his hand is knocked back by a force field which Sally extends.

‘Did you already forget about my little force field?’ Sally asks, grinning, to which Rusty exclaims ‘Hey, no fair!’, and mutters ‘This sure isn’t the age of chivalry!’. Boom-Boom peers at Rahne over her fashionable sunglasses and tells her that if boys are the problem, then she should take a few tips from her, ‘I’ve got some sure-fire methods guaranteed to turn heads your way’. ‘Really?’ a wide-eyed Rahne replies. ‘Fer sure!’ Tabby assures her, to which Rahne remarks that there is at least one boy she would like to try that on, but thinks to herself that Sam never even seems to know she is alive.

‘Yeah? You gotta tell me all about it!’ Tabitha exclaims, before telling Rahne that they will have plenty of time to talk about it because they are blowing this scene, ‘And taking you shopping for some new clothes - something really narly!’ she exclaims. ‘Wow! That’s a great idea! I’d much rather do that than skate!’ Rahne replies, smiling, before a forlorn expression appears on her face when she reveals that she hasn’t got any money. ‘Oh, details! We can still have all the fun we want!’ Boom-Boom tells her, asking if she has never heard of window shopping.

‘Hey! You guys! Why don’t you take a look at some real fancy footwork!’ Sunspot exclaims. Everyone turns to him as he declares ‘Check this ou - ooops!’ and falls over. ‘Real fancy, twinkle-toes!’ Rictor jokes, while Sam asks him if they can see that move again. ‘You guys are a real bunch of regular comedians’ Bobby mutters, before Sam skates past him, announcing that he has some skating to do, while Rictor notices Tabby and Rahne taking their leave, so asks them where they are going and suggests that he might tag along. ‘Bloomingdales!’ Boom-Boom shouts back. ‘Oh. See you later!’ Rictor quickly replies. ‘Honestly, boys just don’t know how to have fun. Well…at least in some departments!’ Boom-Boom exclaims to Wolfsbane as they cross Central Park, unaware that they are being watched by a monitor which just popped out of the ground.

In his new lair, the Thinker watches Boom-Boom and Wolfsbane, and thinks to himself that, having deduced all probabilities, this duo appeared exactly as he anticipated. ‘While others might rely on chance, I rely solely upon knowledge and planning!’ he boasts, before declaring that the moment has come, everything is in readiness, and his greatest creation awaits only the spark of life - something which he will now provide, as he walks over to his creation - an android, hooked up to various contraptions. The Thinker smiles as he tells himself that this android will not be flawed like his primitive predecessor, constructed upon erroneous, shallow research gathered by the simple-minded Reed Richard. ‘The information provided by these amazingly advanced circuits can be synthesized in a manner far beyond the comprehension of the so-called Mister Fantastic!’.

The Thinker presses a large red button, ‘Feel the power that surges through you - and rise from your lifeless state to greet the face of your master!’ he bellows, only for the android to rip itself free from the contraptions, and knocks the Thinker aside. ‘Eh? The probability against any mishap was 99.99&. This can’t be happening!’ the surprised Thinker tells himself, wondering what he could have possibly overlooked. The Thinker decides that he must recalculate the variables, but as the android looms over him, he realizes that he doesn’t have time for that right now, and reminds himself that the android has been programmed to answer to his voice commands, so he needs to try and bring him under control.

‘STOP! Cease all hostile functions!’ the Thinker orders. The Android halts, and stares back at him, as the Thinker tells him to remain calm, ‘You will follow my orders!’ he commands, while thinking to himself that it is working. ‘Through you, I will be able to achieve all my goals!’ he grins, while the android smiles and shows its “teeth”, as the Thinker boasts that no knowledge, no wealth, no vengeance will be beyond his grasp. The Thinker motions to the monitor, which is still tracking Boom-Boom and Wolfsbane, and he tells the android that there is an important matter he must see to. ‘Correct’ the android states, before exclaiming ‘First, I will take care of you!’ as he punches the Thinker over into some equipment.

The android then takes flight through a panel which opens up in the ground, and he exclaims that although the Mad Thinker was just a pawn in his true master’s plan, the Mad Thinker did serve his function well. ‘Due to his actions I may now seek out the mutants he detected!’ the android declares, high in the air.

Back at the ice-skating rink, Rictor is on the rink, and tells Cannonball that this isn’t so bad after all, and that he might even get to like it. Suddenly, Sunspot begins to flail about, ‘Heads up!’ he shouts as he comes sliding towards Rictor, who shouts ‘Watch out, you jerk!’ as they collide, and fall to the ice together. ‘Er….un…’ Sunspot mumbles, to which Rictor tells him not to say anything, then he gets up and declares that perhaps he might have been better off shopping. ‘I’m getting out of here!’ he exclaims. Sam asks him if he wants some company, but Julio replies that he doesn’t want to spoil everyone’s fun, and tells him that he will meet them uptown later. ‘Just don’t come near me while I’m still on the ice!’ he exclaims. ‘Was it something I said?’ Bobby asks.

Shortly, Rictor is slumped over on a rock underneath a tree, ‘What a great idea this ice skating deal was. I’ve had more fun alone in my room!’ he exclaims, before deciding that perhaps he should head on back, when, suddenly, something knocks him off the rock, and he realizes that the ground is shaking. ‘Did I do it? Am I so steamed I’m losing control of my powers?’ he asks himself, before realizing that it wasn’t him, it has to be something else, and indeed, a shadow is cast over him as the android appears, towering over him. ‘Whew-boy!’ Julio gasps, before telling himself to do what he does best - figure out the details later!

Rictor begins to shake the ground with his seismic powers, but it doesn’t work, and the android picks him up, ‘Hey big guy - leggo! I’m cute and all, but you’re not my type!’ Julio exclaims. He tries to concentrate and direct and attack at close range against the android, while hoping that the results do not squish him to death, and, eventually, Rictor feels his power is working against his foe, as the android begins to loosen his grip - until Julio realizes that the android has been absorbing his power. Rictor is dropped to the snow-covered ground, and exclaims that the android no longer seems to care about him anymore. ‘What’s going on here?’ he wonders, before witnessing the android unleash the seismic power!

Nearby, at the ice skating rink, Bobby, Sam, Sally and Rusty, along with other skaters are knocked to the ground, ‘What the -?’ Bobby gasps, while Sam jokes that if they didn’t all feel the tremors then he would say Bobby was looking for an excuse to make up for his lame skating. ‘Can the laughs! We’ve got to find out what’s happening!’ Bobby replies as the seismic vibrations continue to ripple across the park. ‘And I think we just got our answer!’ he exclaims as he motions to the sky, where the android is flying overhead. ‘Get ready, team…it looks like we’re under…attack?!’ Rusty exclaims, confused as the android turns and flies away from them. ‘What gives?’ Sam wonders. ‘He didn’t even notice us!’ Bobby points out.

In the air, the android glances down below and sees the other New Mutants, where upon he records and analyses their powers, and declares that he will return after dealing with the two previous subjects.

Sam declares that they had best get out of here and into their costumes, while Sally motions to Rictor, who is approaching them. ‘What happened?’ Rusty asks his friend. Rictor gives a hurried explanation, and soon the New Mutants are grabbing their costumes from a bag, ‘Hand me mine, quick!’ Rictor exclaims, to which Bobby asks him if he is sure he is up to this, and Sam agrees, suggesting that Rictor sit this one out, ‘No way!’ Julio replies as everyone changes into their costumes, exclaiming that they are all part of this team, and he is the only one who has a score to settle with whatever that thing is. ‘Then let’s go!’ Rusty exclaims as the five friends rush onwards together.

Soon, ‘Oh my word! Will you look at those ruffians! And their outfits! What is happening to this city?!’ a certain rich woman asks as the New Mutants rush past her. ‘There, there, precious!’ the woman’s husband exclaims, consoling her.

Inside Bloomingdales, Rahne is dressed in a truly outrageous outfit consisting of thigh-high black boots, tight pink pants, a loose green top with a rock-star black shoulder-pads, and some bizarre glasses, and stands in front of a mirror alongside a grinning Tabitha, and the shop assistant, who asks ‘What do you think?’. ‘I think you look just peachy!’ Boom-Boom exclaims. ‘Don’t you think it looks just a little bit…silly?’ Rahne replies. ‘Don’t be ridiculous! You’ve never looked better!’ Boom-Boom exclaims, adding ‘With an outfit like that, you’re sure to get some reaction!’

Suddenly, the android bursts through the window, knocking aside mannequins and sending glass fragments everywhere. ‘This isn’t what I had in mind!’ Rahne exclaims as she and Boom-Boom leap away from the android, who lunges at them, ‘Two subjects identified and located!’ he exclaims, to which Boom-Boom mutters that it just figures he would be after them. ‘Can’t a girl have any fun?’ she asks, as she and Rahne, now in her half-girl half-wolf form leap through the non-window, as Boom-Boom exclaims that they have to take the battle away from here, and tosses a small time-bomb back into the store to cover their tracks, while the shop assistant shouts ‘Hey, where do you think you’re going? You haven’t paid for…’ BOOM goes the shop, ‘…that dress’ the shop assistant whispers, her own clothes in tatters thanks to the plasma force.

Shortly, Boom-Boom and Wolfsbane meet up with their teammates, ‘Well it looks like the gang’s all here!’ Rictor exclaims, while Boom-Boom exclaims that they will not believe what she just saw back there. ‘Some sort of huge robot!’ she declares, to which Rictor replies ‘Yeah, we kinda had an idea!’. Wolfsbane tears her new clothes off while telling her teammates that the robot is after them. ‘We’ve got to draw him away from this crowded area!’ she exclaims. Sally points out that Central Park is the only open space, so the young heroes rush back to where they came from, while the rich couple watch them, ‘Isn’t there any way we can escape this madness? What’s next?’ the posh woman asks.

‘Perhaps it would be wise to seek cover, precious’ the woman’s husband tells her as the android flies over them. ‘Oh my!’ the woman gasps. ‘That’s it! We’re heading for the hills!’, before exclaiming ‘Cover? I’m talking about Beverly Hills!’. At that moment, the android drops down beside the New Mutants, ‘Well, well. Looks like Mr. Machine has decided to join us!’ Tabby exclaims, before shouting at the android: ‘Now, see here, bub. We had a busy day planned and you’re messing everything up! That makes me mad’ she tells him.

‘And we’re gonna show you just how mad!’ Cannonball declares as he flies towards the android, colliding with him, while Sunspot uses his enhanced strength to punch the android from behind. ‘Your rash actions merely facilitate my mission!’ the android exclaims, before revealing that their mutant abilities are now his. ‘Now, just what does that mean?’ Sam asks as he flies towards the android again, only for he and Sunspot to be smacked backwards by the force of the android.

‘Sam!’ Rahne thinks to herself as she watches in horror. ‘If anything’s happened to him, Heaven help me, I don’t know what I’ll do!’ she gasps, before shouting ‘It’s my turn, you inhuman creature!’ before she lunges at the android, ‘I’ll tear you apart!’ she screams, before slicing her claws across his head. The android grabs Wolfsbane by the scruff of her neck, ‘What’s this?’ he asks. ‘Surely, this unfortunate specimen shall be judged among the weak!’ he declares, before deciding that as he is not among the weak, Wolfsbane’s power may still be of use to him.

At this moment, Boom-Boom lunges at the android with a plasma time-bomb, ‘Listen, buster, I said I was mad! Now let go of my friend!’ she shouts, before the time-bomb explodes on the android, setting Wolfsbane free. The android, slightly burnt, looks at himself and remarks that the whelp, referring to Wolfsbane, is of now concern to him, and announces that her power, just like Boom-Boom’s is already his, stored for further research by his master. ‘Yuck! Smell that burning hair!’ Boom-Boom exclaims, while Rusty unleashes his fire-power against the android, encouraged by Skids, ‘Let him have it, Rusty!’ she shouts, while Rusty asks ‘Okay, gruesome! Just who is this “master” you’re talking about?’

‘That need not concern you!’ the android replies as he demonstrates Rusty’s ability, now his own. Cannonball blasts past him, deciding that it was a good thing he pulled away when he did, or else he would be one fried teenage super hero. Sam knows that the big question is though, what are they going to do to beat this guy. The android demonstrates Rusty’s power now, ‘Your ill-conceived act has enabled me to turn your power against you!’ he boasts as he fires the intense fire beams at the New Mutants, while Rusty shouts ‘Skids - quick!’. But the perceptive Sally replies ‘I’m way ahead of you!’, as the android’s stolen power bounces off her force field which she surrounds her friends, while telling herself ‘Big talk, but that field was thrown up in a proverbial nick of time!’. Sally realizes that the fire out there is burning out of control, and another second, and they would have been a part of it.

Rusty turns to his girlfriend and tells her that she has to lower her force field just enough for him to get through, as he has got to get that fire under control. ‘Who knows what could happen if the blaze were to rage unchecked?’. Rusty thinks to himself that, never again will he let someone who is innocent be hurt because of his carelessness, and boasts that he has got to absorb this inferno. Sally lowers her force field, knowing that her boyfriend is tight, but tells him to hurry up and get back, to which Rusty, absorbing the fire, replies that he cannot, or else they will all be burned to crisps. ‘Take care of yourselves!’ he shouts.

The android watches, and remarks that, indeed, there is much that the New Mutants should concern themselves before he incorporated their abilities, they were of significance to his master, but now, for the most part, they are expendable, but he believes they can still serve a purpose. ‘In order to familiarize my systems with my newly acquired powers I will need targets to practice on!’ the android exclaims, tossing some of Boom-Boom’s powers at Rusty. Skids still has her force field up protecting her friends, but screams out to Rusty as he is struck by the plasma blasts. Rusty keels over, but Sally realizes that it was not a direct hit.

Skids turns to the android, and shouts ‘Listen, tall-dark-gruesome, there’s no way you’ll be able to penetrate my field!’ she tells him, to which the android replies that there is no need for him to do that, and placing its hands on the force field, he does what is necessary, and demonstrates that he now has Skids’ power also. ‘Your power has been added to my expanding array of resources - and your field is now subject to my will as readily as your own!’ ‘Uh-oh!’ Skids exclaims as the android begins to will her force field away, so Rictor drops to the ground, ‘I’ve got to try something. Maybe instead of releasing my energy in single blasts, I can store it up - concentrate it - and release it all at once!’ he thinks to himself.

‘Can’t pay attention to anything else - just have to think power!’ Rictor tells himself, when, suddenly he notices the android’s large foot looming over him - only seconds before Cannonball swoops down and collects him, ‘What do you think you’re doing home-boy? I was just about to…to….’ Julio mutters as he sees the android’s foot smash the ground. ‘Jeez! What a revolting development that would have been!’ Rictor exclaims. ‘And messy, too!’ Sam points out, so Julio thanks him for rescuing him.

Rusty suddenly calls out to everyone, ‘Listen up, team, we’re being sloppy - not fighting as a unit!’ he tells them, pointing out that, individually, they do not stand a chance against this monster who has all of their powers. Rusty, who led the X-Terminators, suggests that they all attack it at one time, as one force, and use that force to its fullest. He exclaims that there is only one of him against the whole group, so there is no way the android could possibly defend itself against all of them at once.

‘You forget I can now shield myself!’ the android boasts as he begins to cast a force field around himself, only for Sally to counter that, but telling the android that he has overlooked the fact that as he willed away her shield, she can just as easily do the same to his, and she does, rendering him vulnerable to the New Mutants. ‘Let’s get him!’ Rusty shouts as he leads the others against the android. Cannonball darts around the android, confusing it, while Wolfsbane lunges at its face and covers its eyes. Rictor touches its leg and lets loose his seismic power, while Rusty casts his flame upon it, and Boom-Boom throws plasma blasts at it, while Sunspot uses his strength to lift one of the android’s legs up.

‘Keep it up, muties! We’ve got him now!’ Boom-Boom shouts, when, suddenly, the android stops in his tracks. ‘Hey, what’s happening?’ Sam asks. ‘He’s just standing there like some sort of giant statue!’ Bobby points out. ‘It’s like his mind’s been completely turned off!’ Sally remarks, motioning to the android’s expressionless face. Suddenly, there is a spark of energy, ‘Hey, what’s happening now!?’ someone asks, before the android announces ‘I have failed my master, for that I must be - ARRGH!’ the android cries, before calling out to its master, ‘If you will spare me, master, I will not disappoint you again!’ before it takes flight, declaring that it will report for proper analysis and modification.

‘You mean just like that it’s over?’ Cannonball exclaims, while Skids asks if they should follow him. ‘I think we should just be happy we were able to fight him off for now!’ Rusty points out. ‘You’re right…’ Sally tells her boyfriend, before adding that they should check with X-Factor before they decide what to do next. ‘I’ve sure worked up an appetite! Fighting takes a lot out of you!’ Sam exclaims, before suggesting to his friends that they head to the Texas barbeque joint just past the Dakota and grab a bite. ‘Eating is one ability I don’t mind sharing with the rest of the world!’

Characters Involved: 

first story:

Beast, Cyclops, Jean Grey, Wolverine, Professor X (all X-Men)

Fred Duncan

Helmut, Fred’s dog

In Flashback:

Professor X

Fred Duncan

Angel, Banshee, Beast, Colossus, Cyclops, Forge, Gambit, Iceman, Marvel Girl/Phoenix/Dark Phoenix, Nightcrawler, Polaris, Storm, Thunderbird, Wolverine (at various stages, all X-Men)


Mastermind, Quicksilver, Scarlet Witch, Toad (all Original Brotherhood of Evil Mutants)

Blob, Lucifer, Sub-Mariner, Unus the Untouchable, Vanisher (all early opponents of the Original X-Men)

Avalanche, Blob, Destiny, Mystique, Pyro (all Brotherhood of Evil Mutants III)

Ape-Man, Bird-Man, Cat-Man, Frog-Man (all Ani-Men)

The Shadow King

Cannonball, Karma, Psyche, Sunspot, Wolfsbane (all Original New Mutants)

Dr. Valerie Cooper

Senator Robert Kelly

Henry Peter Gyrich

President of the United States

Ch’od, Cosair, Cr+eee, Hepzibah, Lilandra Nermani, Raza Longknife, Sikorsky (all Starjammers)

Professor John Grey & Elaine Grey

Sara Grey-Bailey & Paul Bailey

Bill, Fred’s colleague

Humans helping fight the Z’Nox

The Z’Nox

Various alien dignitaries

Priest at Jean’s funeral


War Skrulls

second story:

Boom-Boom, Cannonball, Rictor, Rusty, Skids, Sunspot, Wolfsbane (all New Mutants)


The Android

Rich civilians

Shop assistant

Civilians at ice rink

On Computer Screen:

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

Mirage (member of the New Mutants)

Magik & Magma (former New Mutants)

Story Notes: 

This comic features two unreleased stories illustrated by Uncanny X-Men artist Dave Cockrum, who passed away in late 2006.

first story:

This story is likely to take place sometime around Uncanny X-Men #290, but before Uncanny X-Men Annual #17, and it is likely to have been a fill-in issue, or back-up story in an Annual.

Fred Duncan is relatively unknown, but highly important figure in the history of the X-Men. He has only appeared in a handful of X-Men related comics, the first being X-Men (1st series) / Uncanny X-Men #2. Although his unfortunate, and apparently mutant-related, death was never shown on panel, his death was mentioned in Uncanny X-Men Annual #17.

The Original X-Men first fought Magneto in X-Men (1st series) / Uncanny X-Men #1. They fought the Vanisher in #2, the Blob in #3 and #7, the Original Brotherhood of Evil Mutants in #4-5, the Sub-Mariner in #6, Unus the Untouchable in #8, and Lucifer in #10.

The Changeling posed as Xavier from X-Men (1st series) / Uncanny X-Men #40-42, where he was killed by Grotesk the Subhuman. Xavier returned in #65.

Polaris and Havok were introduced to the X-Men over the course of X-Men (1st series) / Uncanny X-Men #49-60, and it was during that time that the team encountered the new Sentinels, the Living Monolith and Sauron.

For more on the Z’Nox debacle, see X-Men (1st series) / Uncanny X-Men #42.

Xavier mentioned that he regrets deceiving the X-Men regarding his “death“, well, he will go on to do that numerous times in the years that follow.

The All-New, All-Different X-Men defeated Nefaria and the Ani-Men in X-Men (1st series) / Uncanny X-Men #95.

Mystique’s Brotherhood of Evil Mutants attempted to assassinate Senator Kelly in Uncanny X-Men #141.

The X-Men prevented Magneto from destroying all life on Earth over the course of Uncanny X-Men #148-150.

Xavier and Lilandra met in X-Men (1st series) / Uncanny X-Men #105, and Xavier left for space in #118.

The Dark Phoenix Saga can be read in the classic Uncanny X-Men #134-137.

Jean Grey was found alive in Avengers (1st series) #263 and Fantastic Four (1st series) #286. X-Factor (the original X-Men) were formed in the classic X-Factor (1st series) #1.

For more information on Jean Grey and the Phoenix, and whether Jean and the Phoenix are really one-and-the-same, see the Phoenix IV Spotlight.

The New Mutants were formed in Marvel Graphic Novel #4.

Xavier transformed into a Brood in Uncanny X-Men #167, and was placed into a cloned body that very issue. He lost the use of his legs when he was beaten by anti-mutant mobsters in Uncanny X-Men #192-193.

Magneto became headmaster of Xavier’s school in Uncanny X-Men #200, lasting until New Mutants (1st series) #75.

Xavier returned to the Shi’ar galaxy in Uncanny X-Men #200.

Xavier and Lilandra remained with the Starjammers from Uncanny X-Men #201-277. The War Skrull story took place in #275-277.

The Shadow King was defeated in the “Muir Island Saga”, which reunited Xavier with the X-Men, and involved a large cast, including numerous X-Men, former X-Men, X-Factor, the Muir Island X-Men and various supporting characters. [Uncanny X-Men #278-279, X-Factor (1st series) #69, Uncanny X-Men #280, X-Factor (1st series) #70]

Edmund Burke was a Irish statesman who joined the British House of Commons and opposed the French Revolution.

second story:

This story takes place between New Mutants (1st series) #76 and #77. Notably absent are Mirage and Warlock - easily explained as Mirage was rather sick at the time, and so is likely to be aboard Ship, along with Warlock who could be keeping an eye on the infant Illyana.

The Mad-Thinker met the original X-Men way back in Fantastic Four (1st series) #28.

The android in this issue looks remarkably like X-Factor’s nemesis Apocalypse. This is probably not a coincidence, as Apocalypse has often used robots at various times. [Thanks to Monolith for this information]

The X-Terminators joined the New Mutants in New Mutants (1st series) #76.

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