X-Men Unlimited (1st series) #23

Issue Date: 
June 1999
Story Title: 

Ben Raab (writer), Al Rio (penciler), Livesay and Holdredge (inkers), Richard Starkings & Comicraft (letters), Kevin Somers (colors), Jason Liebig (editor), Bob Harras (editor in chief)

Brief Description: 

Professor Charles Xavier is a troubled man. The world's stage has undergone a radical redressing; past fears have become present tensions thanks to one man, his oldest friend and bitterest foe, Magneto, who has taken the reins of the newly independent Genosha. He believes his dream has failed and is having trouble communicating his feelings to his present crop of students. After a run-in with Marrow, Charles moves to his study to contemplate matters, thinking that there is a time in every life when one must look backward in order to move forward. Xavier watches videotape recordings of some of the X-Men’s most important battles in order to find some answers. Remy meanwhile returns to the mansion and almost crashes his bike, only for Colossus to save both him, and his bike. Charles reprimands Remy for not having trained for so long but Remy isn't in the mood and following a heated exchange, Charles decides to take a look at his other charges in his astral form. Using Cerebro to amplify his mental powers, he visits Generation X in Massachusetts, X-Force in San Francisco and Cable in New York, thinking about the dark days that lay ahead of them. Meanwhile in the mansion, Kitty Pryde is shocked by the discovery that her father is currently staying in Hammer Bay, Genosha. She is then alerted by Rogue about how the Professor appears to be pushing a little hard of late. Kitty decides to speak to Charles in person. Their conversation appears to reinforce Rogue's views that something is wrong with Charles and Kitty later joins Nightcrawler and Colossus to discuss what they might do about it. Kurt tells them to meet him in the Danger Room in ten minutes before he himself goes for a chat with the Professor. Kurt appears to finally get through to Charles, reminding him that Charles once told him never to look back to see what lies ahead of you and he goes to the Danger Room as Charles enters the control booth. The team then take on a Sentinel robot there, and show the Professor exactly what they can do with assured confidence and teamwork. Charles smiles as he realizes what is important, the mansion is more than a school and the X-Men are more than just students. They are friends. They are family. But above all else, they are X-Men.

Full Summary: 

Marrow, her body exhibiting even more than the usual number of bone extrusions than usual, is squatting on Professor Charles Xavier's knees and she isn't very happy. The Professor fixes her with a determined stare but she is immune to such intimidation. She holds one of her bone daggers above her head and clenches her other fist as she screams, "Don't you ever do that to me again." Charles calmly tells her that he expected her in the Danger Room an hour ago. "So I'm late, big deal. That doesn‘t that give you the right to invade my head!" Marrow replies, but Charles says he is only trying to teach her. He is particularly calm. He knows that he can stop Marrow as he has many others in his time but makes no movement or suggestion that he actually will. He continues, adding that with Marrow being a Morlock, he thought she was made of sterner stuff.

This infuriates her even more and she raises her dagger, seemingly ready and willing to strike but before she can take any further action, Nightcrawler teleports in and grabs her by the forearms, dragging her to the floor. He asks her what she is doing and she warns him, "Leggo freak! I'm gonna kill that creep." Kurt replies, "That's no way to treat one's host" as he uses his prehensile tail to increase his control over the young Morlock. Charles though tells him that he can release her, as her bark is worse than her bite. Marrow reaches for her dagger but Charles leans over and picks it up himself, telling Kurt that she's a rough diamond, but a little discipline will soften her rough edges and she'll learn to cope eventually, like the rest of them. As Kurt releases her, they both stand up and Marrow snatches her dagger back. She asks the Professor, "Oh yeah? What make you think I even want to be anything like the rest of you?" to which Kurt butts in, saying, "You'd probably have returned to the Morlock tunnels if you didn't." Marrow turns to Kurt and scowls but Kurt simply folds his arms and smiles, knowing she hasn't got a decent comeback for that. Still furious, Marrow holds her dagger close to the Professor's head and tells him to stay out of her head, otherwise he'll lose his. He moves the dagger away with a finger and tells her she has a lot to learn about what it means to be an X-Man, and suggests she pays attention.

With this little conflict ended, Charles wheels himself away to his study and Kurt ponders over what might be troubling him. Charles' study is a lesson in disorganized tidiness. Books scatter the tabletops and there are video tapes, computer disks, pens and papers littering every available space. He has been busy, and there is indeed a lot on his mind. He thinks to himself that there is a time in every life when one must look backward in order to move forward. It seems that this time has come for him, and his X-Men. The world's stage has undergone a radical redressing; past fears have become present tensions thanks to one man, his oldest friend and bitterest foe, Magneto.

He places a computer disk into the drive and watches past events unfold. The image on-screen shows his original team of X-Men, Cyclops, Marvel Girl, Iceman, Angel and Beast taking on Magneto at Cape Citadel many years earlier. It was their first encounter with Magneto and as Charles watches silently, he thinks about how Magneto is the dark mirror in which all mutants are unjustly reflected; the personification of a power more easily feared and hated than understood. He fears Magneto's latest campaign will condemn everyone.

(in a video sequence)

On-screen, his X-Men confront Magneto. He tries to use Cape Citadel's arsenal of weapons against them but each of the X-Men utilize their abilities to thwart him. The Angel swoops effortlessly between the missiles, Iceman freezes them in mid-air, knocking out their guidance systems and Beast grabs them using his overly large and dexterous feet, in order to hold them for Marvel Girl. Taking over, Marvel Girl telekinetically forces them into the ground to explode harmlessly whilst Cyclops uses his concussive beam to remove debris around their opponent before attacking Magneto directly.


Charles switches off the monitor and tries to think of the last time he saw such a seamless display of teamwork from his students. He wishes the current class were as synchronized as their predecessors but that is something to be worked on. He ejects that disk and files it away, removing another disk from the storage cabinet. It is labeled Valhalla Mountain, Colorado. As he begins to view that footage, he again emphasizes to himself that only by looking backward can they hope to move forward.

(the following morning)

Piotr Rasputin is in a good frame of mind. His current surroundings are conducive to creative expression. During the months he spent on Muir Island with Excalibur, he barely finished one painting but here, in his old room, his old studio, he has already completed three in a fraction of the time. As he stands outside the garage door with a paint can in one hand and a roller in the other, he hears his name called and turns to see Gambit approaching at speed on a motor-bike. He screams at Piotr to look out but feeling he has no time to dodge the bike and Gambit having no time to brake, he armors up and says, "Brace yourself comrade." Gambit leaps off the bike saying, "You crazy Russian, don't!" but Colossus first catches the speeding bike without causing too much damage and then casually catches Remy too. He asks Remy if he's had a rough night and he replies, "Don't even ask!"

Gambit‘s arrival hasn't gone unnoticed. Professor Xavier telepathically contacts Remy in quite a brusque manner. He says, "Gambit! It's been over six weeks since you last set foot near the Danger Room. You are long overdue for a training session. Report to the control booth immediately." Gambit isn't in the right mood for a session right now and replies, "Later Chuckles, busy." Charles angrily responds, "No, Mr. LeBeau, NOW!" Gambit is knocked to the floor with the shock of the Charles' mental reprimand and Piotr helps him up, asking if he's all right. Remy tells his friend, "I'll be fine after Mister Clean gets one t'ing straight. I been m'own 'Professor' since I was knee-high to de winos down in Nawlins. I 'train' if and when de spirit hits me, and right now, dat's a big if." He returns to his bike as Piotr thinks how disturbing that was. He knew that Gambit's cavalier attitude had often frustrated the Professor, but it hardly justified his being so insistent. As he looks at Charles peering out of his stuffy window, Piotr prays he is well.

Charles closes the curtain, thinking that truth be told, they could all be better; their attitudes, their behavior, their good ideas gone bad. He picks up the helmet of Cerebro, recalling that that the device had been originally designed to amplify his telepathy to help pinpoint and catalogue the existence of mutants the world over. It wasn't created, to assume an insane semblance of sentience and try to destroy them as had recently happened. Once on his head, Charles' astral self takes flight and he visits some of the people that are important to him.

First he spirits himself to the Massachusetts Academy, home of Generation X where the team are practicing against simulacra of movie villains such as Nightmare on Elm Street's Freddie Krueger. Charles sees them as being young and arrogant with so much to learn. As he sees Banshee and Emma Frost watching over them in their Danger Room from their control booth, he knows only time will tell whether he, and those he entrusts with their tuition have taught the young mutants well enough.

Charles then moves on to San Francisco where the members of X-Force are relaxing in their kitchen. Cannonball and Dani Moonstar read the paper whilst Domino plays a video game, Sunspot watches over a fry-up as Meltdown hungrily watches and Warpath pours Siryn a coffee. Everything there seems normal.

Charles instead moves on to Babel's Diner in Hells Kitchen, New York where the waitress, Stacey is serving Cable a meal. Charles thinks of Cable as the future. For the average person, tomorrow is an unknown quantity, an unpredictable inevitability cloaked by expectation and uncertainty. Not for homo superior. Dark days lay ahead of them. They must all be prepared. As Charles watches over him, Nate senses his presence in a small corner of his mind, just a spirit.

Back at the mansion, Kitty Pryde is poring over a spaghetti of computer cables, trying to get the mansion's intranet up and running. She figures her social life is in ruins as by the time she's sorted this out, she'll be dead. With a 'ta-ta-ting,' her laptop informs her that she has e-mail, one she has been waiting for. Now after all this time, she hopes, she'll finally find out where her father went. She reads the mail, sent to her by Lostandfound.com, the subject of which is indeed her father. It provides his location as being Hammer Bay, Genosha. Kitty is clearly shocked at the news.

Rogue then wanders into the room and asks Kitty if she has a minute. Covering the screen and stuttering a nervous response, trying to cover up the fact she is trying to find her father, Kitty asks Rogue what's up. She replies that, although they're not the best of friends, there is something she thinks Kitty can help her with, "Somethin' kinda personal." Kitty says, "Guy problems huh? Well, given my stellar track record, you're probably better off calling Loveline instead." Rogue sits down, looking completely fed up and tells Kitty that it isn't Remy that's wrong this time, it's Professor Xavier. She tells Kitty that she doesn't know what's eating him, but he's been strange lately, real determined like.


Rogue says she first realized the problem when it was her turn in the Danger Room. Charles had pitched her against replications of Iron Man, Thor and the Vision, three Avengers she had fought once in real life. He had told her to focus, as a lack of concentration in a combat scenario guarantees failure. That was not an option any of them could afford, and he said she should have known this by now. Rogue had told Charles that she was trying but asked why he had chosen this scenario, as the Brotherhood of Evil Mutants attack on the Avengers was something she'd rather forget. Charles had replied "Only by looking back and learning from our mistakes, can we prevent future errors and improve ourselves in the process; you're just not concentrating." He'd flicked a switch on his control panel and Thor's hammer flew straight at Rogue, giving her no time to take avoiding action. The hammer passed harmlessly through her as the simulation was switched off.

Charles questioned "Besides putting your dubious past behind you, what was it you wanted most when you first sought me out?" Rogue answered that she came to him for helping her control his power as she wanted to be able to touch other people without harm. "After all this time, can you?", Charles pointed out. Rogue declined. Charles asked "But you still go on?" Rogue didn't reply, as the Professor's question made her think about her reasons for joining the X-Men in the first place. Charles added, "That's why we all have to try harder, otherwise, we all fail."


He'd left Rogue thinking which is why she's now sought out Kitty to talk to. Rogue tells her that it's been years since she'd joined the X-Men, and she still can't touch someone's skin without absorbing their entire sense of self. She says she feels like such a failure. Kitty places her hands on Rogue's shoulders and tells her that first of all, she has to put that dumb idea out of her head. Second, they all learn at their own pace; it takes however long it takes and that's that. She adds that Cyclops has been an X-Man forever and he still requires a ruby quartz visor to keep his optic blasts in check. Kitty stands and says that even the most experienced 'student' can stand a little self-improvement once in a while, including the Professor. As she begins to phase through the wall, Rogue asks Kitty where she's going and she replies, "Class is in session."

On the other side of the wall, Kitty enters the Professor's study where he is watching a videotape of the X-Men tangling with the Brotherhood of Evil Mutants. Kitty tells him that they need to talk. Charles tells her he'd appreciate it if she knocked but Kitty replies that he might not have let her in. Holding the remote control and maintaining eye contact with the television, Charles says that now is not a good time but Kitty is determined to speak and holding her hand next to the screen, tells Charles, "One phase and you'll have to listen to me." Their eyes meet in an impasse before Charles resigns himself to the inevitable. Kitty sits herself down opposite her teacher.

Kitty states the problem at hand "I understand you put Rogue through some pretty harsh paces before, Marrow and Gambit, too." Charles says that they have much to learn, to which Kitty agrees, they all have to learn, bust still they are more than just students. They have been out in the world and know of the dangers awaiting them, the Professor should stop acting as if they didn’t. Xavier’s harshly answers "This mansion may not serve as a 'school' per se, but as long as any of you live under my roof, you will always be my students, and students are meant to be educated. So, you can either stay and learn, or you can go your merry way and fend for yourself in the real world. That is the reason I brought you here in the first place."

Charles stops speaking and Kitty looks at him, pondering her next response. She paces around in front of him, giving him a backward glance, but seeing the mulish look on Charles' face, she decides her words are ineffective and departs through the wall with the cry of many a scalded teenager, "Whatever." The Professor clenches his hands and his frustration is evident as he wonders how he can make them understand what lies ahead; the death, the destruction, the darkness. He has in his hand a newer disk, entitled 'Genosha 1999.'

Elsewhere in the mansion, Piotr is relaxing, watching television as Kurt bounces around the room wielding a sword and pretending he is a swashbuckling pirate. Piotr, eating popcorn says "I know that Errol Flynn is your childhood hero, but must you enact every scene? Someone could lose an eye." Kurt replies, "Relax Piotr, I am a master swordsman, I am death to mine enemies and a savior of damsels in distress. Behold! Mein grace, mein poise, mein precision...." Suddenly Kitty appears through his body. "Mein Gott!" shrieks Kurt as Kitty comes to a rest. As Kurt teleports onto the back of the sofa behind Piotr, Kitty tells them that she thinks they may have made a mistake. Piotr asks her what she means and Kitty replies, "Coming home. It seemed like a good idea at the time, what with the Professor missing and us being out of the loop and all, but I'm afraid the reality of our decision is finally starting to sink in. Maybe we don't belong here anymore." Piotr asks her if something has happened and Kurt also asks why she feels this way.

Grabbing the popcorn, Kitty asks them to remember what a jerk the Professor was when he demoted her from the X-Men to the New Mutants. Kurt grins and says, "Who could forget? You moped for days." Kitty stuffs her mouth with popcorn and says, "Yeah, well, he's still a jerk! Basically, he told me to shape up or ship out!" Piotr, grabbing his popcorn back from Kitty and stuffing even more into his mouth replies that he finds it hard to believe. Perhaps she misunderstood him? Kitty warns him not to defend the Professor. Kurt though says that maybe Piotr has a point. He tells Kitty that by her own admission, she questions the merits of disbanding Excalibur and returning to the X-Men. He says that maybe she is subconsciously reinforcing an overly negative response to the professor's behavior, thereby making a once-familiar environment seem alien and alienating. By this time, Kurt not only has the bag of popcorn but uses his tail to steal Kitty's too. "Wrong, Doc Samson. To the Prof we're simply students," Kitty replies as she steals back the popcorn, "and students are meant to be educated, unquote." Piotr begins to question her reasoning but Kurt decides to take matters into their own hands and tells them to gather the others and meet him in the Danger Room in ten minutes. There is something the Professor needs to see.

Soon after, Nightcrawler is stuck to the ceiling, upside-down and is about to knock on the Professor's door when Charles telepathically asks him to come in. Kurt asks him if he sensed his thoughts but Charles replies that he could smell his teleport's brimstone stench. He tells him that he should have controlled it by now but Kurt replies that some skills take longer than others, or so he once believed. Charles looks round at Kurt and tells him not to mince his words. He seems in a slightly better mood now. Teleporting to the top of the Professor's television and squatting down facing Charles, Kurt tells him that he is in danger of alienating those he holds dearest, as well as those with whom he has yet to establish a rapport. Charles points to the screen and asks Kurt "Do you see that? Do you know what that is?" Kurt replies that he sees only static. The Professor tells him, "That... is Genosha. One man's twisted vision of what's 'best' for mutantkind. An impenetrable island segregated from the rest of the world. A mad, isolationist dystopia that, by its reverse-racist nature, only breeds further distrust and prejudice. This is what I have spent a lifetime fighting to prevent. That, I fear, is our future."

Clicking the television off, Charles continues, "Don't you see what's happened Kurt? The United Nations declared Genosha an independent mutant state, just as Magneto demanded. He's achieved his dream. He's won, and it looks like we all stand to lose for it." Kurt leaps off the television to join Charles who has moved away and has picked up a photograph of yet another incarnation of his X-Men. As he stares at the picture, he then tells Kurt "If I hurt a few feelings trying to prepare everyone for the holocaust to follow in the wake of that victory, I'm sorry if that seems a little 'alienating' to some of you." Kurt is by now upside down and balancing on one finger, appearing to try and lighten the situation. He reminds Charles that Magneto has won one battle, but not the war. He asks Charles if he can recall his advice to him that he gave on the flight to America, the day he saved his life. He added that he'd feared his past would someday return to haunt him, until Charles taught him, "Never look back to see what lies ahead of you. It's a lesson I carry with me to this day. A lesson I know you've instilled in all of us." He bows and adds, "I'm surprised you've forgotten it" as he teleports away, leaving the Professor to ponder his words. He looks at the photograph again, an action shot featuring a mixture of older and newer students thwarting a civil war in Genosha.

As he wheels himself to the study door and down the corridor to the Danger Room, his identity is confirmed by the computer, allowing him access to the Danger Room's control booth, and he rolls in to witness his current team of X-Men in action against a simulated Sentinel. The Danger Room doesn't have any created environment, just a team of students against a dangerous opponent – a Sentinel. Teleporting ever higher towards the robot's head, Kurt tells the team to do as they have practiced. Rogue lays a powerful blow on the Sentinel's head as it unleashes its firepower from the palm of its hand. Kitty phases through its right leg, immune to harm while she is phased and damages its electrics. Gambit meanwhile throws his charged cards at its other leg while Colossus punches the back of the leg Kitty has disrupted in order to try and cause the robot to lose balance. Marrow, arguably the weakest of the group leaps towards it, bone-daggers drawn. The Sentinel unleashes a blast from its hand which Kurt avoids using his agility as Marrow ferociously thrusts one of her daggers into the Sentinel's circuitry underneath its eye socket.

Gambit meanwhile throws more cards to cover Rogue's next attack and she flies straight through its arm, causing a small explosion. Kitty then phases through another blast from the robot as Colossus reflects a second blast back towards it using his large steel hands. The plan is effective as it is returned to the Sentinel's face and the giant robot stumbles, muttering binary code as it struggles to maintain its systems in the face of such an onslaught. Rogue rises nearer the helpless Sentinel and says, "See ya!" as she crashes through its chest, teeth bared, putting their opponent down for the count with the killer punch. The X-Men stand victorious, after showing Charles a seamless display of teamwork. They made it look easy, and proved that they had learned much.

Seeing this, Charles realizes Nightcrawler is right; he has forgotten something, the most valuable lesson of all. The mansion is more than just a school and these people are more than just students. They are friends. They are family. But above all else, they are X-Men. As he removes a disk that has been recording the session (number 4825), he smiles the smile of a man who has rediscovered his optimism.

Characters Involved: 

Colossus, Gambit, Marrow, Nightcrawler, Rogue, Shadowcat, Professor Charles Xavier (all X-Men)
Chamber, Husk, Jubilee, M II, Skin, Synch (all Generation X)

Banshee, Emma Frost (Generation X‘s teachers and tutors)

Cannonball, Domino, Meltdown, Moonstar, Siryn, Sunspot, Warpath (all X-Force)


Stacey Kramer

Hells Kitchen bystanders

In flashback:

Rogue, Professor Xavier (both X-Men)

As Danger Room simulations:

Iron Man, Thor, Vision (all Avengers)

On video clips:

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


Angel, Colossus, Nightcrawler, Sprite, Storm, Wolverine (all X-Men)

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

In photograph:

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

Story Notes: 

The X-Men fought Magneto at Cape Citadel way back in X-Men (1st series) #1.

Magneto's present campaign occurred in the Magneto War crossover, culminating with the death of his clone, Joseph, and with Magneto taking possession of Genosha.

Valhalla Mountain, Colorado was the scene of the X-Men's battle with Count Nefaria, a battle in which the original Thunderbird lost his life in X-Men (1st series) #95.

Colossus lived on Muir Island while serving as a member of Excalibur alongside his team-mates Nightcrawler and Shadowcat, following the fall of Avalon.

Remy was tired upon arriving at the mansion due to ongoing events in his own ongoing series.

Cerebro achieved sentience and attacked the X-Men in the Hunt for Xavier storyline.

Generation X's Danger Room was built by Forge and first seen in Generation X #47.

Iron Man, Thor and the Vision were members of the Avengers when Rogue and the Brotherhood of Evil Mutants fought them in Avengers Annual #10.

The videotape of the X-Men confronting the Brotherhood of Evil Mutants is taken from their meeting in Uncanny X-Men #142 when the Brotherhood tried to assassinate Senator Robert Kelly.

Errol Flynn was a Tasmanian-born actor; famous in the 1930's and 40's as the dashing star of Captain Blood, The Charge of the Light Brigade and The Adventures of Robin Hood amongst others. He was portrayed by the actor Guy Pearce in a biopic called My Forgotten Man (1993).

Kitty was temporarily demoted from the X-Men to the New Mutants in X-Men (1st series) #168.

Excalibur disbanded when Captain Britain and Meggan got married in Excalibur (1st series) #125.

Doc Samson is Dr. Leonard Samson, a super-strong psychiatrist and friend of the Hulk. He once held an interesting session with X-Factor in X-Factor (1st series) #87.

Genosha was declared an independent state in X-Men (2nd series) #87.

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