Uncanny X-Men (1st series) #513

Issue Date: 
September 2009
Story Title: 
Utopia - part 2

Matt Fraction (writer), Terry Dodson (penciler), Rachel Dodson (inker), Justin Ponsor (colorist), VC’s Joe Caramagna (lettering), Daniel Ketchum (assistant editor), Nick Lowe (editor), Axel Alonso & Tom Brevoort (executive editors), Joe Quesada (editor in chief), Dan Buckley (publisher), Alan Fine (executive producer)

Brief Description: 

Norman Osborn gives a press conference with Professor Xavier; a staged event attempting to offer assurances to the public who are seeing violence on the streets of San Francisco. Several X-Men are fighting in the city, with Colossus taking on Venom and Cyclops acrobatically evading the riot police. Osborn calls for Cyclops to stand down and put an end to the violence of which he states that Cyclops is the cause. Xavier isn’t himself, however, as it’s Mystique who is pretending to be him. The real Professor Xavier is in an adjacent cell to Hank McCoy on Alcatraz Island. Cryptically, Charles warns Hank that someone’s coming for him. Shortly thereafter, the guards open Hank’s cell and take him to a device called the Omega Machine - created by Hank’s Age of Apocalypse counterpart, the Dark Beast. After the press conference, Osborn and Mystique return to base and hook up with Emma Frost, who is being put in charge of a new team of X-Men, answerable to Osborne. They are the Mimic, Wolverine’s son Daken, Cloak & Dagger, Weapon Omega and, surprisingly, Prince Namor, who Emma has put on the team herself. Emma and Norman Osborn give a press conference. They explain that there will be a curfew in the city; while a tactic Scott Summers, watching on television, congratulates. Emma’s team doesn’t have to wait long before they are in action. A renegade group of mutants led by Hellion goes to San Francisco and breaks curfew. Emma’s team makes short work of them. Scott decides it’s time to have a word with Mr. Osborn. Meanwhile, Simon Trask appears to be not all he seems. He takes control of several of the patients and staff at the hospital and leaves.

Full Summary: 

(San Francisco, City Hall)

Ares stands in front of the grand building with a line of riot police between him and a baying crowd. They carry banners saying 'Trask out of SF' and ‘Prof X = Hate Crime.'

(Fisherman's Wharf)

Norman Osborn, in his Iron Patriot armor, is conversing with Professor Xavier in public, with a horde of cameras and microphones aimed in their direction. "Mutant problems, mutant solutions," Osborn says, adding that the city is burning but it doesn't have to be that way. Xavier agrees, and explains that violence was never his mandate. He believes that humans and mutants can co-exist peacefully. However, a healthy respect for law and order is essential on the part of both parties. He reckons it's the cornerstone of any social order. Osborn agrees, adding that all law abiding people do. He reiterates his earlier request for Scott Summers to please call an end to the violence he has provoked and stand down as de facto leader of his people.

As Colossus battles Spider-Man/Venom in Hayes Valley, Cyclops is running through the Civic Center past rioters and police. He apologizes to those caught up in the mêlée but he is on a mission to escape. He somersaults over a few vehicles, evading gunfire from the police before grabbing a fire escape. He turns in one fluid motion and fires his optic blast towards his pursuers, flipping a car over as he then sprints to the rooftops. The cops lose him as he heads east along Polk Street.

Osborn, meanwhile, adds that Summers' radical, separatist notions of leadership are just as out of touch with mainstream America as the extreme mutophobia espoused by Simon Trask and his followers. By standing down, he will prove that he and his kind are willing to work toward a peaceful end to this extraordinary night.

Professor Xavier agrees with Osborn and says that, as one of the world's foremost psychic presences, he thinks he would be able to detect any ill will Osborn might be harboring towards mutants. He tells Scott, or any mutant hearing his voice, that Norman Osborn and the Avengers mean no mutant any harm, Their only care is for upholding the law and for the safety of the public, regardless of their chromosomal makeup.

(the Embarcadero)

Whilst Ms. Marvel/Moonstone struts her stuff in the Castro, Hawkeye/Bullseye operates near the bay. He loves a good riot at the best of times. Osborn tells his audience that all of his people, the Avengers and H.A.M.M.E.R. alike, are following strict non-violent methods of crowd and riot control. Xavier concurs, adding that no one is to be harassed or accosted under any circumstances (though Daken's physical bullishness would contradict that as he grabs a rioter by the jacket and yanks him from the crowd). Xavier says that H.A.M.M.E.R. and the Avengers are there to quell violence and restore order. Osborn shakes Xavier's hand and thanks him for his efforts in these trying times. The cameras click to capture the moment as Xavier replies, "Anything I can do to help, Norman."

(Hayes Valley)

As Colossus struggles against Venom, a savior arrives in the form of Iceman who gives Venom a quick freeze. He asks Colossus if he's going his way, before collecting him and racing away on his ice slide. "This is madness," remarks Piotr. "You don't know the half of it yet," replies Bobby.

(Alcatraz Island, H.A.M.M.E.R.'s west coast headquarters)

Beast and the real Professor Xavier are in confinement. Xavier contacts Hank, sitting in an adjacent cell, telepathically. "The clocks are striking thirteen, Henry. Henry... are you there Henry?" Hank replies verbally that he gets the Orwell reference. Charles asks what he's thinking about. He senses only vague dread and hostility.

Hank jokes that Charles really is the planet's most formidable psychic. Next time he'll tell him he has troubles in love and that he's worried about what people think about his appearance... Charles replies that it's a fair comment. He wouldn't know why Hank would trust him either. Hank decides to give him the benefit of the doubt, and explains that he is wondering if other mutants were arrested and if so, who. If there were full-blown riots and if anyone was hurt, and if the X-Men know where he is. He is also trying to decide of Norman Osborn has put a plant in the prison with him simply to screw with him. Charles raises his head slightly. "They're coming for you Henry," he warns.

At that moment, prison guards enter Hank's cell and take him away. Charles tells him that they are taking him to the Omega Machine. Hank approaches the great machine, recognizing an all-too familiar face sitting at the controls. It's the Hank McCoy from the Age of Apocalypse; the Dark Beast, the Hank McCoy that is now, with a wry grin, asking him to take a seat.


Norma Osborn, Charles Xavier and Emma Frost are facing a large hi-tech screen. Osborn assumes Emma has had a chance to study Dossier X and his outline for restoring law and order to the bay area. "Of course," replies Emma, now sporting her black costume, "I'm a professional." Norman asks if she's ready to get to work: ready to meet her team? Emma fixes Charles with a cold stare. "My team, you say?" She'd rather do it now that after the city burns itself to the ground. Norman has the details appear on the huge screen. He asks Emma what she thinks. Emma looks at the assembled team who appear. There is the Mimic, Clive Rankin. He is looking a little wary. Cloak and Dagger, Wolverine's son, Daken and Weapon Omega – a man responsible for the deaths of most of Alpha Flight. Norman makes the introductions.

He tells them that Rankin has been a washout in the past, but his power set and experience makes him a strategic get. Clive wonders if there are cameras watching them. He is a little paranoid. Norman reckons he's like a whipped dog, eager to please. He's a power player. He explains that Tandy Bowen, Dagger, is a great shouldabeen. Her healing gifts are more profound than her offensive powers. Her biggest asset is the guaranteed presence of the surly Mr. Johnson, Cloak. His teleportation alone during the invasion would've earned him medals and commendations if he had been street-legal. He doesn't think they want to be there, but Emma will bring them around.

He moves on to Daken Akihiro. He is a strategic loner from his Avengers. His Q numbers are astronomical and Norman wants him to be the gateway between the two teams. It turns out that the public loves Wolverine and can't get enough of him. Who knew? Besides, he adds, Daken is the offensive muscle she will need when and if his father comes calling. He then mentions Michael Pointer, Weapon Omega. He's done some good up north.

Dark Beast enters the new team's room. Pointer asks if it's ready, and Hank replies that it is. Norman tells Emma that Hank has worked out a system to upgrade his powers exponentially in a way that ties in to all their problems.

Charles says that's an impressive bunch, but Emma has seen right through him. She bends down to him in his wheelchair and exclaims that he is not Professor Xavier. She might have the rubes, and she might have fooled Norman Osborn, but it's not fooling her. Omega class telepaths can sniff each other out. Norman asks Mystique to knock it off, and she changes from Xavier back into her old blue self. "Thank God!" she remarks. "Sitting that still was getting boring. Is Professor X even in a wheelchair anymore?"

Emma turns to Norman and says she doesn't trust Mystique as far as she can throw her, and she can throw trash like her a very long way. Norman ask Emma, rhetorically, if she thinks he would allow a shape-shifting criminal with a record longer than his arm just waltz around the joint? Their deal with the deceptive Ms. Darkholme was predicated on an experimental behavioral technique which they've had success with in others of her ilk. He explains that in her blood there are tiny machines capable of executing... correctives... as he sees fit. It starts at debilitating electroshock and ends in, well, detonation.

Emma realizes that Mystique is now a human bomb. Raven adds that she is her human bomb, and she knows it. If she gets out of line, Emma gets to let her know. Norman adds that Mystique won't be a field agent as he needs her strictly for P.R. purposes. She's the carrot, and Emma's team is the stick. He tells her that the team's members are non-negotiable and she can add anyone she chooses. Emma has already thought about this. She tells him she has just one addition, and he's here now. Norman turns to see the Sub-Mariner standing behind him. Norman grins. "Nicely played, Ms. Frost. I knew I could count on you." Emma tells him it's her team and her way. "Mutant problems. Mutant solutions."


At a press conference, Norman explains that this team of all-new, all-different X-Men are that solution. He has his hands full leading the Avengers so Emma will handle leadership of this field team under the guidance and wisdom of Professor Xavier. Emma takes the stand and informs the assembled crowd that her life has been dedicated to the education, protection and training of mutant children; to keeping her people, their people, all people, safe. In safety there is security, and that is the objective of this team. The new X-Men stand behind her as she adds that she wishes to regain, rebuild and restore the trust of the bay area, not just in the X-Men but in all of mutantkind. From there, they will begin rebuilding through deeds rather than rhetoric, the frayed bond that ties humanity and mutants together as one.

Watching from his hospital bed is Simon Trask. He listens to Emma add that with Norman's blessing, they are implementing a citywide curfew for all citizens... human and mutant alike. This is effective from sundown until sunrise for the indefinite future. No one but the forces of law and order will be permitted to be on the streets come nightfall, lest they face immediate arrest and incarceration. She hopes that this will provide a much needed cooling down period. Whether stoked by Scott Summers or Simon Trask, the bay area needs neither of these two poles of extremity.

Trask's nurse asks if he's in any pain, as he sighs upon hearing Emma's nonsense. "Not a wink, boy," he replies as sparks flitter between his teeth. He sits up and lunges at the nurse, placing his hands either side of his forehead. Ignoring Emma's continuing rhetoric, Trask somehow programs the nurse to follow his way of thinking. He gets out of bed and storms out of the hospital ward with the nurse hot on his heels. He walks through the corridors and several other people switch on to his way of thinking automatically; their eyes glowing bright as their minds are taken over.

More interested in what Emma has to say is her lover, Cyclops. She concludes her speech by saying that there is special concern for the mutants in residence in the Marin Headlands. She tells the audience that S.W.A.T and H.A.M.M.E.R. agents are watching the facility carefully to insure no rogue mutants attempt to instigate or incite any further violence. Colossus tries to talk to Scott, but he shushes him. He really needs to hear what Emma has to say. Emma adds that Director Osborn stopped just short of issuing an arrest warrant for Scott Summers, seen today fleeing the riot's epicenter.

Scott congratulates her on the brilliant strategy. It means that if they obey then she wins. If they disobey, then she wins. It's a fantastic play. Mercury thinks that Emma's a fascist and the whole thing is fascist. Scott asks her to calm down. Emma simply played them out of position this round. He expects no less of her. The game is far from over. Surge asks him if he's lacking some moral authority at the moment. They're making him sound like a criminal. Loa asks if they broke up or what? Scott doesn't respond, instead intent on listening to the question and answer session that begins on his television screen.

(Fisherman's Wharf)

A reporter directs her question at Norman Osborn. She asks where the mutants that are being arrested are being detained. Are there measures being taken to ensure their powers can't be used to escape or to cause further harm to the public good? Norman informs her that due to the securities of all parties involved, he can't go into any specifics. However, he can say that mutants who have been detained are being kept in a facility that manages their powers to ensure the safety of the general public. Emma adds that mutant lawbreakers will be safely and humanely disarmed for the duration of their capture. Next question? Back in Graymalkin, Surge reckons that Emma is totally into this and agrees with what she's saying.

Anole asks so what if she knows. It's not exactly wrong, is it? He provides an example of if you had a gun to your head and you get arrested. They would remove your gun. You break the law - you break the law. Just because you don't agree with it doesn't mean you have to follow it. Especially if it means people can get hurt.

Scott, surrounded by many of Graymalkin's mutants like Colossus, Dazzler, Nightcrawler and Psylocke, tells Anole that he is right. Osborn's word is law as of tonight. He hates it as much as they all do, but Osborn's running the board now and until they know what the rules are, the plan is to watch and study and plan. Surge asks if that just means they will just wait... right?

(The Sunset)

In a bar called The Gene Pool, a barman serves drinks to a group of mutants. Sat around the table are Hellion, Match, Lorelei Travis, Avalanche, Meld, Adam X and Sunspot. They are complaining vociferously about what they've seen on the news. A battered and bruised Hellion feels that the humans are done with their kind. They're out for blood. They're gonna round them up and put them in camps, but he ain't going down without a fight. Are they with him?

Match and a potty-mouthed Adam X are a hundred percent on his side, but Sunspot is a little more measured. He thinks that if they go out there like a goon squad they'll get crushed. Avalanche agrees. As someone who's been on the wrong side of the law more than once, he knows that if you give them the opportunity to put the boot in you'll prove them right. They scream and holler that mutants are monsters and they play right into their hands.

Hellion kind of agrees. He wants to go out there and smash their faces in, but that's how they would act. That's what they do. They themselves are the evolved so they should act like it. The second they break curfew, they're all going to jail which he is fine with, but at least they should make it count. They will go out and exercise their right to peaceful assembly and get arrested in as highly visible a manner as possible. It will let everyone see what's coming if they don't demand their constitutional rights. Match leans over the map stretched over the table and says they should do it in the heart of the city - a public space, not private property. Somewhere surrounded by people and buildings... impossible to ignore. His finger lands on Union Square.


Dark Beast welcomes Emma Frost to the Omega Project. Emma asks him to convince her that this doesn't involve pain or torture. Hank assures her that this is about safety for human and mutants both. As the X-Men's Hank McCoy is carried by guards to the device, Dark Beast explains that the Omega Machine is a marvel, and assures her that it's completely humane. She should think of it like a speed governor to an engine. He offers to give her a tour of the facility. As they walk, someone informs Osborn that something is happening.

(later, Union Square)

Cyclops watches a news report, shushing everyone so he can see what's going on. On television he sees Hellion and his team arrive in union Square, ready for a fight. Match lights the place up, setting fire to trees, umbrellas and anything else he can reach. Cyclops is appalled. Hellion appears on camera, telling the world that Norman Osborn and Simon Trask want to make them criminals? Fine. Then let him and his brownshirt traitors get down to Union Square and arrest them!

Back on Alcatraz, Emma readies her team who are all in uniform. She informs them that a team of mutant agitators have congregated in the square in flagrant violation of the curfew. They're daring her team to arrest them, so arrest them they shall. She pulls on her black gloves and says this will be swift, safe, heroic and humane. They shouldn't forget that there are about ten thousand television cameras aimed at them, so they shouldn't get cute. Tyrone opens his cloak and everyone steps inside to be instantly teleported to the heart of San Francisco.

They arrive in the air and quickly go to work. Daken takes on Avalanche and Mimic blasts Match. Namor tackles Sunspot whilst Emma heads for Hellion in her diamond form. Right in front of the camera, she punches him in the face, telling him that he is under arrest. Watching from Graymalkin, Scott Summers says, "Okay, Emma. Okay. I think it's time I had a talk with Norman Osborn."

Characters Involved: 

Beast, Colossus, Cyclops, Emma Frost, Iceman, Nightcrawler, Psylocke (all X-Men)

Professor Charles Xavier


Anole, Dazzler, Loa, Mercury, Pixie, Rockslide, Stepford Cuckoos, Surge

Ares, Daken, Hawkeye/Bullseye, Ms. Marvel/Moonstone, Patriot/Norman Osborn, Spider-Man/Mac Gargan



Riot police

Press including a journalist named Jenny

Dark Beast

H.A.M.M.E.R. soldiers

Cloak, Dagger, Mimic, Namor, Weapon Omega (Dark Avengers)

Simon Trask

Hospital staff including Sheila

Hospital patients

Adam X, Avalanche, Hellion, Lorelei Travis, Match, Meld, Sunspot


Story Notes: 

This follows Dark Avengers/Uncanny X-Men: Utopia #1 and leads into Dark Avengers #7. It runs alongside X-Men Legacy #226 as Piotr’s battle with Venom can be seen in both issues as well as in Dark Avengers/Uncanny X-Men #1.

George Orwell’s classic novel 1984 begins, ‘It was a bright cold day in April, and the clocks were striking thirteen.’

Cloak was on Captain America's side during the Secret Invasion storyline.

All the locations mentioned are quite central to the city apart from Sunset which is over to the west and Alcatraz which is an island in the bay. Alcatraz Island, a former prison, was used as the headquarters of Worthington Labs in the movie, X3: X-Men; The Last Stand.

Hellion’s outfit in this issue is very reminiscent of the one worn by Quentin Quire under Frank Quitely’s reign on New X-Men.

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