Ultimate X-Men Annual #2

Issue Date: 
October 2006
Story Title: 
<BR><em>1st story:</em> Breaking Point <BR><em>2nd story:</em> Why Xavier’s Cat Is Named “Mystique”

1st story: Robert Kirkman (writer), Salvador Larroca (pencils), Jason Keith (colors), VC’s Joe Caramagna (letters), Rich Ginter (production), John Barber (associate editor), Ralph Macchio (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)

2nd story: Robert Kirkman (writer), Leinil Francis Yu (pencils), Dean White (colors), VC’s Joe Caramagna (letters), John Barber (associate editor), Ralph Macchio (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)

Brief Description: 

1st story:

Many months ago, the mutant known as Nightcrawler was forced to join the evil organization known as Weapon X. There, his boss John Wraith made Kurt carry out various dangerous missions, which included killing people. Kurt also underwent mental conditioning several times when Weapon X messed with his mind. Some time later, Kurt was rescued and allowed to join the X-Men. But recently, Kurt has begun acting oddly, due to several events that have been changing in his life. His good friend Colossus has kept the fact that he was gay away from Kurt, and Kurt himself developed a crush on his comatose teammate, Dazzler, who has a relationship with Kurt’s absent friend, Warren. A few moments ago, Alison has finally woken up from her coma and Kurt was shocked that she immediately asked for her boyfriend and wasn’t as interested in seeing him, as Kurt secretly visited her from time to time. Kurt teleports himself and Dazzler to a cave, where he lies to her that the X-Men are under attack and can’t be seen again until Xavier contacts him. Kurt actually wishes that, by doing this, he and Alison can stay together forever. At the school, Professor X is informed by the hospital staff about Dazzler’s disappearance. He gathers the X-Men to discuss what to do. When Kurt enters the room, both Xavier and Wolverine sense Kurt is the one responsible for Ali’s disappearance. The X-Men confront Kurt and rescue Dazzler away from him, who calls Kurt names. A battle results from it and, during the battle, Rogue’s old powers return to her and the ones she absorbed from Gambit disappear. She accidentally uses her powers to stop Kurt, when she touches his shoulder. Though, Kurt is no longer a threat, he is now in a coma himself. Xavier tells the team to bring Kurt back to the infirmary, and believes Kurt has been acting oddly due to his bad experiences with Weapon X. Rogue later visits Kurt in his room and, because of the fact she went into his head after touching him, she now believes Kurt is simply a monster. After saying that, Rogue leaves, not noticing Kurt has started to cry.

2nd story:

A long time ago, Mystique discovered that her boyfriend, Charles Xavier, was cheating on her with a younger woman named Emma Frost. She freaked out and attacked Charles. He calmed Mystique down by saying she was overreacting. Mystique released Charles from her holding grip, shouting that he and Emma deserve each other. Months later, Emma tells Charles she wants to keep a pet. Xavier dislikes the idea because he’s very organized, but eventually agrees to let her girlfriend keep it. Emma thanks Charles for it. They enter his office, where they find lots of mutant related files and some furniture completely ruined by... Emma’s small cat! Emma reminds Charles he already said she could keep it so he can’t take that back. Plus, she has found the perfect name for the little bugger: Mystique.

Full Summary: 

1st story:

Many months ago, location unknown:

Hanging in mid-air, John Wraith opens his helicopter door. He reports to his boss that X3 is away and promises he’ll alert him when the target is neutralized. He’s certain it won’t be long.

Below him, Nightcrawler has already jumped out of the helicopter – without wearing a parachute! Kurt makes it to the roof of a house, where he immediately teleports inside. He spots a few guards carrying guns and teleports behind them. The guards hear the noise of Kurt’s teleporting and open fire! Kurt dodges all of the bullets and defeats one of the guards by snapping his neck and takes the other one out by wringing his tail tight around the guard’s neck.

Suddenly, noises are heard below. Kurt steals one of the guard’s guns and holds it with his tail, while he runs towards the sound at the same time. He heads outside, where more soldiers are standing guard. Kurt fires the gun he stole and kills the soldiers with it! A man wearing a red scarf over his shoulder stands immovable behind his door. He hears the battle noises, but still doesn’t move. Kurt teleports behind him. He drops the gun and takes out a knife, threatening his victim with it. The man panics a bit, and eventually Kurt slices his knife through the man’s body, killing him.

Above in the air, Wraith has been contacted by his impatient boss again. He knows that the job should be done by now, but doesn’t know what the delay is. They’ll circle around one more time and any longer they’ll have their fighters in the air. On that exact moment, Kurt teleports back inside, right in front of Wraith. A pleased Wraith informs his boss to never mind, as the mission has been accomplished. The helicopter takes off.

One month ago, Xavier’s...

Rogue enters Xavier’s office. Sitting behind his desk holding his cat, Xavier first wants to welcome Rogue back to the mansion and tell her how happy he is that she has returned, promising she’ll always have a home there. He’d also like to say how sorry he is about what happened to Gambit. Hesitant a bit, Rogue admits that’s exactly what she wanted to talk about. When Gambit died, she explains, he asked her to kiss him. Remy was dying, so she figured she couldn’t hurt him any more... so she did it. And Gambit died. She can’t help but think if she had refused... and waited for an ambulance... Gambit might have survived.

The Professor tries to convince Rogue there’s no way she could know what happen. Closing her eyes in shame, Rogue admits there’s more. After Gambit died, for the next week, she could hear him in her head... like he was still alive. He would talk to her! And she had Gambit’s powers... he even started to creep into her speech from time to time. Now, Gambit’s gone. She can’t hear him... but his powers are still there in her body, and her own are gone. It’s never lasted this long before and Rogue doesn’t know what to do. She’s scared. So she came there. She didn’t know what else to do because there was nowhere else to go.

Xavier promises Rogue to help her in any way he can. She knows that. He explains this is the first time she has used her powers on an individual who was dying... it was the first time she had fully absorbed all their energy. Xavier realizes this is uncharted territory for her. But it’s unclear to him what effect this will have on Rogue. Using his mind powers, Xavier senses it’s already showing no signs that it’s not a permanent transformation. Rogue wants to know how long the Professor thinks it will last. Honestly, Xavier says he has no idea.

Last night, Westchester General Hospital. Dazzler’s room...

Kurt sits on top of the comatose Dazzler’s bed. She wakes up, realizing that Deathstrike has stabbed her. She notices Kurt and says hi to him. She jokingly asks where the rest of Charlie’s Angels are... She wonders if they’re having a party, or sitting at home having a party? She sees Kurt’s the only one in the room and asks if Warren is present as well. Kurt just stares quietly at her, his face taking an angry look. Ali, not liking his lack of response, calls out to Kurt several times.

Still not gaining an answer, Ali starts to panic and asks what’s going on. Kurt fakes he’s freaking out as well, but admits he’s glad she’s awake. He lies that Alison is in danger and that it isn’t safe there. He moves closer to her, telling her she has to come with him. He lies that people will find her there and will kill them both! They have to go into hiding. Alison isn’t too sure what to think about that but, before she can do anything about it, Kurt has already teleported the both of them away!

Moments later...

Kurt placed Alison under some blankets, but she still can’t move her legs. She’s so weak. She wants to know about the “attack” and where they are now. Kurt explains they’re in a cave and that he comes here often... to think. The cave’s completely sealed off and nobody can find them there. Alison repeats her question of who’s after them, and if the mansion was attacked.

Kurt fakes that he doesn’t know, that it all happened so fast. That he didn’t see who was behind them and that he barely got out of there. Alison asks if anyone got hurt, and where they all are. Kurt thinks they might be hiding as well (he doesn’t know). Alison desperately wants to know what’s going on, as it doesn’t make a lot of sense that Kurt doesn’t know who attacked. Kurt angrily shouts he just doesn’t know... he doesn’t know who’s hurt or who’s dead... HE JUST DOESN’T KNOW!

Alison quietly stares at him for a while, and Kurt just sits there, thinking. Eventually, he tells Alison he was very worried about her. She asks how long she was out. Kurt explains it was only a few weeks, but it seemed longer. Alison wants to know what happened to Lorna Dane. Kurt tells her that was all just a ruse... that it was part of an escape attempt of Magneto, and that he was defeated and now remains in custody. Lorna was let go, and everything was fine, aside from Alison’s injury.

When Dazzler asks what they are going to do now, Kurt hesitates before answering the question. Confident, he says they’ll wait until the Professor contacts them. Kurt knows where he is, certain that Xavier will contact them when it’s safe to come out. Kurt lies that Xavier knows where he is. “Okay... whatever,” Alison says. She asks if Kurt has anything to read.


Still in his office, Xavier tells Wolverine that he’s good to go, and Logan leaves. The phone rings. Xavier answers it, and asks a doctor what he can do for him. He confirms that Alison Blaire is a student of his, and asks if she has woken from her coma yet. He also quickly promises he’ll pay for anything she’s broken or damaged. The doctor informs him that Alison has disappeared. This news shocks Xavier and he asks what the doctor means by “disappeared” and if Alison was still in a coma when it happened. When the doctor replies, Xavier says he understands that, but mentions that Alison’s abilities do not included disappearing.

Xavier then reminds the doctor he was supposed to keep her mutant status secret from the staff, and asks if he did that. He adds that he’s well aware of the mistreatment and neglects of the prejudices against people like Alison. He tells the doctor the situation is unacceptable and that the bottom line is that Alison was in his care. The doctor will be hearing of his lawyer. The doctor disconnects, leaving Xavier alone in his office; trying to find a solution.

The cave...

Kurt has brought Alison some snack food and some things to read. When she then asks him how long the attack took, Kurt replies it took a few days and that it all happened very quick. He lies that the X-Men just scattered and thinks that most of the team made it out. But there were “too many enemies,” so he can’t be sure. Alison asks what about her. She knows Xavier told Kurt to hide until the coast was clear. She asks why Kurt was at the hospital when she woke up. Kurt says he knew if the X-Men were under attack Alison would be in danger as well. He was worried about her, being so defenseless, so he watched her and waited. But Alison couldn’t be moved, he adds, so he kept an eye on her. If these “people” attacked the hospital he knew that he would be able to get her away in time and could only risk moving at that moment.

Alison gently touches Kurt’s hands, smiling that’s so sweet of him. Kurt is speechless. Alison tells him not to freak out, as she’s still with Warren... That is, she says as she pulls her hand away again, if Warren is still alive. Kurt gets up, and agrees with that. “Of course Warren’s still alive,” he says. He mentions he’ll go out for more supplies and teleports out, leaving Alison alone. She calls him a weirdo.

Xavier’s, the briefing room...

Xavier has gathered the entire team around him and informs them that Dazzler is missing. He explains she disappeared from her room yesterday afternoon. The hospital had been trying to get in touch with him but, for obvious reasons, couldn’t do until a few moments ago. They don’t know what happened to her, nor do they know if she’s awake or still in her coma. They don’t know where Alison could have gone. But, Xavier believes, if Alison has awoken from her coma, it wouldn’t be unlike her to just disappear without letting them know. He thinks they may have nothing to worry about.

Iceman wants to know what the point of this meeting is then. Xavier sighs, asking Bobby to let him finish. He again says they may not have anything to worry about, but he wants to be sure. He will be going to the hospital to scan the minds of the staff there, to make sure no foul play is involved. He’d like the rest of the team to take a quick trip to the local clubs Dazzler played in, to see if anyone has heard from her.

Kurt passes the room, carrying a bag over his shoulder. Scared a bit, he asks what’s going on. Kitty explains to him that Dazzler is missing. Kurt fakes that he’s shocked to hear that and asks if she’s okay. Logan looks doubtful at Kurt, but answers they don’t know. She’s missing. Kurt understands and asks what they are going to do about it. Scott thinks there’s not much they can do. They’re just going to ask around and see if anyone has heard from her. That’s about it.

Kurt promises he’ll help doing that. He can cover a lot of ground with his powers and will get started right away. Wolverine says that sounds good, and will be tagging along. Kurt places his hand on Logan’s shoulder, telling him he’ll go alone. He repeats he can cover more ground faster than Logan can, plus he’ll have less weight to teleport around. Logan looks at him, and agrees with Kurt’s plan. He can go for it. Kurt puts his bag back over his shoulder and exits.

Xavier tells his students the meeting is dismissed. The X-Men leave, but Wolverine stays behind, wanting to talk to the Professor. He admits to him he hates to even bring it up but, when he stood close to Kurt, he reeked of their missing tattooed friend. And the smell was fresh. Xavier knows. He sensed it on Kurt the moment he entered the room. He’s assembling a team telepathically right now as they speak. He tells Logan he can meet the others in the hangar in two minutes. He’s welcome to join them but, under no circumstances, is allowed to use deadly force. None of it, and he means it. He reminds Logan that he, more than anyone, knows what Weapon X can do to someone’s psyche. Logan understands that Kurt’s one of the team and promises Xavier he doesn’t have to worry.

The cave...

Nightcrawler teleports back to Dazzler in the cave, finding her sleeping. When he tells her he brought food, .she asks what he brought, as she’s starving. She tries to help herself up by holding a wall of the cave, still unable to stand on her legs. Kurt opens his bag and takes out some salami, crackers and a couple bottles of water. He also has some bread, some cheese thinking this should tide them over for at least a couple of days.

Suddenly, Kitty phases through a wall and whispers to Dazzler not to say anything, who’s a bit surprised. Kitty tells Ali they’re here to save her. Alison doesn’t understand what Kitty means by that, but before she gets an answer Kitty already pulls her through the wall. Kurt turns around and sea’s what’s happening. He is enraged.

Kurt immediately teleports back outside, where he finds the rest of the team standing in front of the X-Wing. Scott tells Kurt he needs help, explaining that his time with Weapon X... his life before the X-Men... that it scarred him. He doesn’t know why they didn’t see it. Kurt needs to come with them so they can help.

Help me?” Kurt angrily shouts, thinking by that Scott rather means “stop” him. Kurt asks if he deserves to be alone, and not to have somebody too. Dazzler shouts at Kurt that can’t happen if he kidnaps people, and calls him a freak. Kurt refuses to be called like that... especially not by Dazzler. Logan gently places his hand on Kurt’s shoulder, asking him to calm down. He knows what those monsters at Weapon X put him through... Kurt can trust him on that. He says it’s okay to get mixed-up...freaked-out and confused. Whatever. The X-Men aren’t there to blame him, nor do they wish to hurt him. He tells Kurt he has to believe them when he says they are here to help. Suddenly, out of nowhere, Kurt punches Logan in his face, telling him not to touch him!

Logan tells Kurt it’s okay. He gets one free one... but just that one. Colossus asks his friend to stop this. He needs to come back with them – please. Peter promises Kurt that they aren’t his enemies, but his friends. Kurt states that he wants to hear from Peter least of all. He doesn’t even want to hear the sound of his voice, nor does he want to know what Peter is... what he hid from him. It sickens Kurt. Colossus has heard enough and wants to fight, and Scott tries to hold him back. Peter tells Scott to let him go, wanting to put Kurt in his place. He has heard enough. Peter manages to pull himself free and tries to hit Kurt, who teleports away.

Kurt emerges on Peter’s back, hating the fact that the X-Men brought him to this. Without a single warning, Kurt teleports them both away!

Today, Xavier’s office...

Xavier asks Wolverine, who sits on a chair in front of him, if he’s okay. Logan can’t believe the Professor is seriously asking him that. He knows he has taken care of business like this before... more than he can even remember. And, he can tell Xavier that, as many as he does remember, he must have completed lots of those business. This isn’t something Logan is proud of. But, he asks Xavier not to get him wrong, as he doesn’t regret saving the whole team. So, Logan admits, he guesses that he is fine. He even hasn’t given it a second thought.

Xavier explains to Logan that he would be a fool to ignore what kind of man he was when he first came there. He recalls that Logan was originally sent here to kill him, but now the Professor likes to think that Logan’s time there has changed him. At least somewhat. He doesn’t even expect Logan to be upset. But he would very much like to hear that he has at least given the fact a second thought. “Sure,” Logan replies, if that helps Xavier’s sense of accomplishment. He’d do it again in a heartbeat, but part of him wishes Nightcrawler would have just listened to the Professor and not try and kill everyone.

Xavier strokes his cat, and thanks Logan for what he just said. Logan gets up and asks the Professor if they’re done there.


Kurt has teleported both himself and Colossus back into the cave and leaves him there. He goes back to the X-Men, and Cyclops demands to know what Kurt did to Peter. Kurt promises it’s the same thing he’ll do to the other X-Men as well if they attack him. Logan snikts his claws out. He recalls that he promised Xavier he wouldn’t kill Kurt, but he can still do everything but. He tries to hit Kurt, but he slides away from the attack and teleports Logan away in the far distance of the surrounding forest.

Nightcrawler moves over to Scott and grabs him by his uniform, mocking that Scott should be more alert. He leaves Scott hanging high above the air and to fall down, without anyone left to help him. Kurt punches Ororo in her face, explaining he defeated her after Scott because she’s the next most powerful after him. He jokes that this is too easy and wonders what Xavier was training them to do exactly. Iceman tries to freeze Kurt up, but he teleports away and Bobby accidentally freezes Storm instead.

Rogue has had enough and throws some charged up cards at Kurt. She states that she’s got a hard enough time already there without Kurt making it look like all Weapon X-ers are going to eventually flip out! Kurt can’t believe that’s what the X-Men really think is going on... that he’s going crazy? The cards make it to Kurt, but they don’t explode?! Rogue watches the cards fall down on the grass, and stares at her hands, in shock at what just happened.

As the battle between Kurt and Bobby continues, Kitty tends to Alison, asking if she’s okay. Ali thinks she will be but wants to know what happened to Kurt. Kitty hesitates; as she isn’t really sure... this is new. Meanwhile, as he falls, Scott tries to use his eyebeam to soften the fall, but it fails and he crashes on the hard floor. Iceman asks Kurt how long he planned this. Bobby’s confident that they will get Kurt eventually, as he’s totally outnumbered. Nearby, Rogue tries to charge some stones up, but nothing happens.

Suddenly, noises are heard below the combatants. Kurt looks surprised and, an instant later, Colossus punches himself back up through the ground, hitting Kurt! Kurt is amazed and asks Peter how this is possible, however Peter ignores the question and demands that Kurt stops this right now. He swears that if Kurt hurts one of his friends... he’ll kill him! Kurt can’t believe that Peter is doing this to him... that he’s keeping him from the one he loves.

Dazzler hits Kurt with her light powers, shouting at him that even if he ends up beating the X-Men, she’ll keep him from the one he loves! Kurt starts to cry, admitting this isn’t how things were supposed to happen. This is all wrong. He’s not crazy. He was never going to hurt her. He just wanted time with her without any... interferences. He wanted to convince her that he was a man Alison could love. He thought... he thought they could look back on this time and laugh. That this would be something they could tell their children. Everyone is speechless.

Rogue goes to stand behind Nightcrawler and tells him to give up – it’s over. Kurt refuses, but Rogue touches his shoulder and absorbs him. She screams, and Kurt cries. He starts to scream as well, and then, he falls unconscious. Rogue starts to teleport around, begging for help. She wants Kurt out of her head! Bobby runs over to her and Rogue panics, realizing that her old powers are back.

While Bobby tries to help Rogue up, Wolverine comes back running, still ready for action. He stops and takes a look around, realizing that things are already taken care of. He helps Scott lift a still unconscious Kurt up, and drags him into the X-Wing. Scott suggests they go home.

Some time later, Xavier’s...

The Professor has gathered everyone back in the briefing room. He wants everyone on the team to agree that this is an internal matter. He explains it’s also not in Kurt’s best interests to turn him over to SHIELD custody, as he wouldn’t get the help there he needs back at the mansion. The Professor highlights that’s exactly what Kurt needs right now... the X-Men’s help. He has secured the boy in the infirmary and installed psychic barriers that will keep Kurt from regaining consciousness. He will need to constantly maintain thee barriers but, in this state, Xavier can explore Kurt’s dreaming mind... and treat his mental illness. He hopes that Kurt can one day resume his activities here in this school.

Alison can’t believe her ears. Kurt has just kidnapped her and now Xavier’s just going to fix him? She shouts that “psycho” should fry! With a stern look on his face, Xavier tells Alison that that’s enough. Alison mocks she believes she just crossed the line. She mocks that, for a minute, she thought about what Xavier would be doing if this had happened to one of the students he liked... like say Jean or someone else... “anyone else but her!”

The Professor tells Alison she’s overreacting. Alison doesn’t think so. She gets up, shouting that she’s through with this nonsense. SHE QUITS! She yells that she just wants to be a rock star anyway, and leaves. Scott and Jean watch Alison depart, not really sure what to do. Wolverine and Storm act the same way, while Iceman stares at Alison as well, but not Rogue. She simply looks down. With Peter sitting next to her, Kitty thinks this sucks.

Later, at the infirmary…

Rogue enters Kurt’s room, where he lies comatose in bed. She walks toward Kurt, telling him that the Professor doesn’t want any of the team in here. Rogue also doesn’t know if Kurt can even hear her, so she’ll make this quick. She says she knows what it’s like to grow up being a mutant. To have people treat you a certain way just because you’re different. She knows about the ridicule, the isolation. She knows that it must be especially hard when a mutant looks different too, like Kurt. She thinks people who judged Kurt just by the way he looks, they probably thought he was a monster.

But, she just wanted to say that, after being in Kurt’s head, seeing what he really is... on the inside... she knows that Kurt is a monster! Rogue leaves, not seeing that Kurt starts to cry a bit, though remaining motionless.

2nd story:

A long time ago...

Standing in a trashed room at the mansion, a monster holds Xavier by his throat. She doesn’t understand how he could do this, and why he is with her. She’s almost half his age, while she loved him. She doesn’t think Xavier understands it when she says she loved him. Xavier tells Mystique he thinks she’s taking this too hard.

Emma, having completely turned into her diamond form, hits Mystique on her head demanding she lets Charles go. Mystique turns back to her normal self, and screams at Emma that she and Xavier deserve each other.

Months later...

Emma and Xavier walk through the hallways of the mansion together. Emma tells her beloved she really wants to keep it and won’t beg for it. She has made her desire clear now. Xavier still isn’t sure about it. He’s very organized and doesn’t like the idea of that “thing” walking across his desk. “But fine,” Charles sighs, if Emma wants to keep it, they can keep it. Emma thanks Charles for it, and knows he’ll learn to love it. Xavier smiles he’s sure.

Emma opens the door of Charles’ office, where they both stop and stare in shock at the sight awaiting them within. Emma reminds the speechless Professor that he already said she could keep it and he can’t take that back. Xavier looks at a little cat, sleeping on his desk, with lots of destroyed mutant related files lying scattered across the room, and the furniture is ruined as well. Emma also thinks she found the perfect name for her cat... “Mystique.” The Professor sighs.

Characters Involved: 

1st story:

Colossus, Cyclops, Dazzler, Iceman, Marvel Girl, Nightcrawler, Professor X, Rogue, Shadowcat, Storm, Wolverine (all X-Men)

Mystique (Xavier’s cat)

flashback to many months ago

John Wraith, Nightcrawler/X3 (both Weapon X)

enemy soldiers and their leader (all unnamed)

flashback to one month ago:

Professor X, Rogue (both X-Men)

2nd story:

Emma, Professor X


Mystique II (Xavier’s cat)

on pictures:

Cyclops, Marvel Girl

Story Notes: 

1st story:

This story takes place after Ultimate X-Men #74.

For more information about Nightcrawler’s time with Weapon X, see Ultimate X-Men #7-12.

Gambit’s death can be found in Ultimate X-Men Annual #1. Rogue returned to the X-Men in Ultimate X-Men #53.

The story of Lorna Dane and Dazzler being stabbed by Deathstrike can be found throughout Ultimate X-Men #61-65. After this horrible deed, Alison fell into her coma and as a result can’t be aware that Xavier secretly hired Warren to spy for him at Emma Frost’s school.

Wolverine was indeed originally sent to the mansion by Magneto to kill Xavier, as can be seen in Ultimate X-Men #2.

2nd story:

After Xavier’s cat destroys some of Xavier’s mutant related files, a picture of Cyclops and Jean can be seen. On the picture, Scott wears a black hood over his head similar like the one he’s currently wearing on his costume in the 616-universe. However at this point, Scott isn’t known to have ever worn such a costume in the Ultimate universe.

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