Uncanny X-Men (1st series) #499

Issue Date: 
August 2008
Story Title: 
X-Men: Divided, Part Five (see notes)

Ed Brubaker (writer), Mike Choi & Ben Oliver (artists), Sonia Oback & Jason Keith (color artists), Cory Petit (letterer), Will Panzo (assistant editor), Nick Lowe (editor), Axel Alonso (executive editor), Joe Quesada (editor in chief), Dan Buckley (publisher)

Brief Description: 

In San Francisco, Cyclops and Emma Frost take on Iceman, Warpath, Angel and Hepzibah, all four acting under the full control of Mastermind/Martinique, the mutant mistress of illusions, who has warped the entire city in a “hippie,” late 1960s version of itself. After Emma telepathically detects Martinique’s lair, the villainess flees and the citywide illusion begins fading, with everything reassuming its true form. In the ensuing commotion, Angel, now snapping back into reality like everyone, rescues the mayor of the city from being ran over by a car. The mayor subsequently invites the team to come and build their new home in San Francisco – considering that the city has rejected the Initiative. Meanwhile, in the Red Room facility in Russia, Colossus, Wolverine and Nightcrawler take turns fighting the Omega Red. Eventually, Kurt manages to render the villain unconscious in a rather ingenious way. After the S.H.I.E.L.D. arrives to apprehend Omega Red, Wolverine is contacted by Cyclops, who urges the three X-Men to get to San Fran, as a new era dawns for the team. Unbeknownst to everyone, in the outskirts of San Francisco, Mastermind is approached by a mysterious woman who recruits her in her Sisterhood.

Full Summary: 

San Francisco

A woman, dressed in ‘hippie’ clothes, is idling about the streets of San Francisco – the city now being transformed into a ‘flower power’ far out version of itself from circa 1969. This morning the woman was… well, she can’t remember. Someone important, though; someone really important. But now she’s Sunflower Moonfly and all she can think about is blowing bubbles… “So funny… such a crackup…” she mutters in sheer joy as she blows bubbles… until she sees some fireworks overhead. “Oooh… pretty lights” she exclaims and wonders what that’s about.

What “Moonfly” sees as fireworks in the sky is, in fact, Cyclops’ optic blasts. Not far from there, Cyclops and Emma Frost are fighting Angel, Iceman, Warpath and Hepzibah, all four now bearing new, ‘hippie’ aliases and sent by their “Goddess” to slay Scott and Emma. While fighting Angel, Cyclops warns Emma to watch her flank. Hearing this, Emma, who has assumed her indestructible diamond form, exclaims in shock “my what?!” As she deflects a knife hurled to her by Warpath and proceeds to punch James, Emma protests that what Scott said better not mean what she thinks it does… otherwise he won’t be seeing any flank at all when they get out of this!

Cyclops urges Emma to get down and he zaps Warpath himself. “Warpath is mostly invulnerable, right?” Scott remarks as he and Emma are circled in by the four assailants. “I forget,” Emma admits. Scott realizes they have to stop this and urges Emma to go and find the source while he will handle their friends.

Meanwhile, in the secret Russian facility known as the Red Room

Wolverine is about to dive down on Omega Red, the murderous Russian mutant also known as Arkady Rossovich. Arkady assumes that Logan must be joking to go against him alone; he deduces Logan must have the rest of the X-Men around that corner, right?! Wolverine retorts that it isn’t like they need them. Maneuvering around Omega Red’s tentacles, he leaps right above the villain and thrusts his claws on his shoulders, realizing that Omega Red doesn’t even wear his armor! Arkady screams.

“Out of the way, Logan!” Colossus snarls and makes a pounce on Omega Red, brutally punching him and sending him across the room. “Did you think I’d join you?! Be like you?!” a raging Colossus growls while he proceeds to wallop the fallen Omega Red. “All my life! All my life… people like you…” Piotr exclaims, now running amuck.

“Pete… No!” Wolverine suddenly screams. Too late, however: Arkady has already gotten back on his feet and strikes Piotr back, entangling him in his tentacles. “Let him go!” Logan commands him as he again plunges his claws on Arkady’s flesh. Omega Red informs Logan that this barely hurts now… now that Colossus has been kind enough to juice him up! “You friggin’ parasite!” Logan shrieks and kicks Omega Red’s chin. Wolverine turns to Piotr and asks him if he’s okay. Peter explains he’s okay enough… except now he’s really angry.

Back in the streets of San Francisco, Cyclops takes on Bobby, Warren and James at the same time. Angel mockingly compliments Scott on his “nice” uniform. “But you can’t stop the revolution!” he adds in grandiloquent fashion. “Warren, seriously… shut up,” Scott coolly replies and demonstrates his combat prowess.

Watching the fight from a window, the hippie known as Eli turns to Martinique/Mastermind, the woman who came to call herself “Goddess” in her last few months of amnesia. Eli hesitantly suggests that maybe all this violence isn’t such a great idea. Martinique, however, disagrees with him and…

Suddenly, she moans softly and holds her head. Eli is shocked to see that he’s fading… changing back in his true form, that of a middle-aged, bald man… Martinique explains that she – Emma Frost – is trying to get in… into her head…

Indeed, at that very moment, Emma moves through an alley, telepathically informing Scott that the Goddess is cracking; Emma has nearly broken through her barriers. Cyclops asks Emma to give him a target before he has to hurt someone. In another part of the city, three citizens, including the woman known as “Sunflower Moonfly” observe Scott’s optic blasts rising in the sky and find them psychedelic and beautiful.

In Russia, Omega Red wonders when Logan is going to get it through his adamantium skull… he can’t hurt Omega Red! “You can’t…” Arkady repeats as he plunges his fingers in Colossus’ metallic skin, while Piotr tries to grab him. Wolverine again claws Omega Red’s skin, exclaiming that Arkady is hard to hurt… but it can be done; eyes just hurt as much growing back as they do ripping out; so do lungs! Saying this, Logan violently pulls his claws out of Omega Red’s skin. Despite the fact that blood is now pouring from his mouth, Omega Red declares that he will eat Logan’s brains and twines his tentacles around Wolvie’s throat.

Arkady then snatches Logan’s hand and inflicts a tremendous amount of pressure on his claws. “Let’s see if that heals…” Omega Red sarcastically remarks. “Raaaahhh!” Wolverine screams and collapses on the floor, his hand bleeding. Omega Red proceeds to grab Piotr’s foot with his tentacles. As he starts feeding off Colossus and swirls him in the air with his powerful tentacles, he turns to Wolverine again and sarcastically notes that the X-Men are full of energy. He then jerks his tentacles and tosses Colossus right on Wolverine, slamming them both on a wall.

Omega Red wonders whether the X-Men know what they were doing to him here: they were cutting him apart and watching him stitch himself back together… he Red thinks he will do the same to the X-Men now! “In your dreams,” Wolverine replies, ready to fight again. Before he finishes his phrase, though, Nightcrawler intervenes, grabbing Omega Red and teleporting away with him.

As Kurt rematerializes, Omega Red finds himself hundreds of feet up in the sky, far above the Red Room facility. “What are you… stop…” a confused Arkady mumbles. Kurt reprimands Omega Red for his terrible manners and leaves him to freefall.

In San Francisco, Mastermind screams with pain, much to Eli’s horror, who is wondering what’s happening to her. Suddenly, Cyclops’ optic beam blasts right through the roof of their abode, effectively demolishing it. Emma telepathically informs Scott that was a direct hit… the “Goddess” is not transmitting anymore.

Indeed, Angel, in mid-air fighting Cyclops at that point, snaps out of Martinique’s illusion, confused about what is going on. Scott assures him they can talk about it later when the world isn’t busy snapping back into place.

At that moment, the city enters a state of chaos, as everyone is knocked back at their senses, wondering what has just happened. Drivers lose control and cars crash into each other. A truck is about to run over a helpless, confused woman, the woman who formerly called herself “Sunflower Moonfly.”

In Russia, Omega Red’s fall proves quite painful as he crashes through the roof and through every level of the Red Room facility, before losing consciousness. As Piotr and Logan stand above the unconscious Russian, Kurt rejoins his comrades. “Nice work, elf,” Wolverine congratulates him. Kurt believes that will keep Omega Red down for at least an hour; just enough time.

In San Fran, Warren grabs “Moonfly” up in the air just as the woman is about to be run over by the truck. The woman is ecstatic to realize they’re flying… She also realizes that Warren saved her. Angel introduces himself as Warren Worthington the Third… at her service.

On the ground, Scott and Emma enter the now utterly demolished lair of Mastermind. There, they only encounter Eli, the middle-aged hippie. Emma demands to know where Martinique is. Eli insists that he doesn’t know… the roof just fell in on them and… she wasn’t here when he dug himself out.

Emma is confident that the man isn’t lying. Scott again asks Emma whether she’s sure the woman was Jason Wyngarde’s daughter, as he remembers she hasn’t been seen since M-Day. Emma insists that Martinique was here the whole time. Eli explains that she didn’t know who she was and she just… she made everything right again. Disgusted, Emma wonders whether Eli took advantage of her; whether he used her to relive his glory days! Eli retorts it wasn’t like that. She was the one… it was her… “Pathetic,” Emma remarks.

In the streets outside Martinique’s lair, Warpath assures Scott he’s fine. He’s been hit harder – not often, but still…

Suddenly, Angel lands down carrying the woman he saved. He tells them he has someone here they really need to meet. The woman was just informed by Angel of their relocation plans and she thinks she could really help with that… Cyclops, however, wants to know who she is. The woman apologizes for this… so scattered she is… She introduces herself as the mayor of San Francisco. And she’s really glad to meet all of them.

Meanwhile, on the other side of the world…

Colossus, Wolverine and Nightcrawler stand outside the Red Room facility, watching as some S.H.I.EL.D. helicopters are carting Omega Red off. “What is it?” Piotr asks Logan, seeing the Canadian looking at his mobile phone. Logan informs him it’s Slim… probably in more trouble they’ve got to deal with. He then picks up the phone and starts talking with Scott. “All right… good ta know. We will, then. Later” he concludes his little chat with Cyclops and hangs up.

“What did he say?” Kurt asks him. Logan explains that Cyclops said they already got it all worked out and it’s time for them to go home. “So, we have a home, then?” Kurt wonders. “I guess” Logan replies, adding that Cyclops sounded weird… he sounded sort of happy; he said it’s time for the X-Men to “seize the future.” Sporting a huge smile himself, Logan suggests they get the hell out of here and find out exactly what Scott’s getting them into! Grinning, all three mutants hop aboard some snowmobiles and proceed to drive them.


Martinique doesn’t know how she escaped… just that she faded away and reappeared in another part of the city… And she doesn’t know why she’s been slowly making her way to this destination for the past day…

As she walks into an alley, she is suddenly stopped by a woman’s voice. The mysterious woman, her face concealed in the shadows, addresses Martinique by name – even calling her “most powerful of the Mastermind family” – and assures her that, even though she doesn’t know, she will be shown.

“How do you know me?” Martinique asks the woman. The woman assures her that she knows all her sister mutants – some better than they know themselves, even. That’s why she saved Martinique: because they’re coming here… all of them are going to be coming here soon…and the Sisterhood is going to be ready for them.

At Martinique’s feet, a copy of San Francisco Times shows the mayor giving a press conference, with Cyclops and Angel by her side. The headline reads “Mayor welcomes X-Men to city – SF rejects Initiative.”

Characters Involved: 

Angel, Colossus, Cyclops, Iceman, Nightcrawler, Warpath, White Queen, Wolverine (all X-Men)


Martinique/Mastermind III

Eli (middle-aged hippie)

Omega Red

Sadie/”Sunflower Moonfly” (mayor of San Francisco)

Citizens of San Francisco

Mysterious woman in shadows

On newspaper front cover:

Angel, Cyclops (both X-Men)

Sadie, mayor of San Francisco

Story Notes: 

This story is erroneously titled “X-Men Divided, Part Four of Five.” It is actually “Part Five of Five.”

Martinique’s story of how she enchanted San Francisco with her ‘hippie’ illusion was told, in flashback form, in Uncanny X-Men #498.

“Slim” is a nickname of Scott Summers. Although it was introduced as the character’s actual name in his first appearance back in X-Men (1st series) #1, it has been referred to as a nickname since issue #3, with Scott being introduced as his actual name.

The Initiative is a governmental plan whose purpose is to provide a superhero team in every state of the United States. Each team consists of registered superhumans who have been trained in a special facility before being assigned to a team.

The identity of the mysterious woman is revealed in issue #503.

The entire X-Men: Divided storyline [Uncanny X-Men #495-499] follows immediately after the Messiah Complex crossover but chronologically takes place before X-Force (3rd series) #1 and Astonishing X-Men (3rd series) #25.

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