X-Men (2nd series) #56

Issue Date: 
September 1996
Story Title: 

Scott Lobdell (plot), Mark Waid (dialogue), Andy Kubert (pencils), Art Thibert (inks), Joe Rosas (colorist), Malibu (enhancement), Richard Starkings & Comicraft (letters), Bob Harras (editor), Gerard Calabrese (editor in chief)

Brief Description: 

Captain America and Joseph stand atop Four Freedoms Plaza. Joseph begins explaining recent events, telling Captain America about his and Rogue's fight against a Sentinel. He tells Captain America about how he and Rogue would have been goners if it were not for Doctor Doom. Captain America hears Joseph's recollection of recent events, and then heads downstairs to plan for the upcoming battle. Once Cap leaves, Xavier approaches Joseph and tries calming Joseph’s fears of becoming Magneto once again. After their conversation, Xavier commands Joseph to go downstairs, to be with the others, as they plan their assault on Onslaught's Citadel. Inside Onslaught's Citadel, Onslaught has read Nate Grey's memories and learned all he could about the Age of Apocalypse. In anger over the recent revelation of the mutant’s inability to conquer the world, Onslaught absorbs Nate Grey into his own body. Back at Four Freedoms Plaza, Jean Grey and Scott Summers learn that Xavier is nearing Onslaught’s Citadel in an effort to stop their enemy. Cyclops tells Jean to summon all the X-Men, Xavier will not be alone when the end comes!

Full Summary: 


Joseph is telling Captain America what events transpired in his life, only a few hours ago. Joseph recounts a tale of how he and Rogue became neutralized by a Sentinel, as they tried to protect the innocents of New York. He tells him about how they were only seconds away from being killed by the Sentinel, when a mysterious benefactor saved them. Joseph recalls how the voice of the man sounded like thunder, how he stood aloof, atop nearby debris majestically holding his flowing cape.

Joseph expounds on what the man said; he stated how Magneto should not cower before these Sentinels, because fear was for lesser men and told Joseph of how much they could have conquered together. Joseph did not recognize the man but Rogue called him…


“Doom!” Captain America finishes Joseph’s statement. Joseph asks Cap how he knew their mysterious benefactor was Doom? Cap tells him that the man’s entrance alone told him of whom Joseph was speaking of, but he is truly sorry he couldn’t have been there to see Doom’s face when he saw how much Magneto had changed. Joseph questions Cap about Doom’s sincerity in helping them fight against Onslaught, if he is truly as evil as Cap states? Cap explains how Doom only helps them so that, one day, he can rule the world and not have someone else beat him to it.

Atop Four Freedoms Plaza, the two allies discuss Doom’s intentions, while around them the city burns and Sentinels fill the sky. Joseph tells Captain America that, if this carnage is due to his own inner demons, then he surely must have much to atone for. Cap begins to walk away from Joseph. He tells him that, first off… he has never seen it this bad, but the world will only end over his dead body. Secondly…Joseph is doing a good job making sure that there are no dead bodies…so he is clearly not the Magneto he once knew. In the shadows, behind Captain America, appears Professor X. Captain America tells Joseph that if he still wants to confess his sins he is not the one he should be talking to.

At what is left of Central Park, Onslaught stands over the fallen X-Man. Onslaught applauds Nate’s resistance to his torture and wonders aloud who would have thought him capable of that much courage? Nate’s eye glows with a great intensity, as he tells the monster that if he is trying to bore him into submission, it just might work. Nate goes on to say that he beat everything that Onslaught threw at him, regarding the villains Nate recently faced.

Onslaught shows an astral projection of the attackers Nate was talking about, as he tells Nate that his minions only served one purpose… bringing Nate to him! Onslaught allows Nate to hover in mid air, as the boy remains trapped in numerous restraining devices. Onslaught informs Nate that he is already using Nate’s psionic power to make him stronger, but once he taps into his mind he will learn all the secrets of Nate’s other world. Onslaught towers over the youth, as he explains what he wants to know. He tells Nate that the world he came from was ruled by mutants and he wants to know how they were able to defeat the humans.

Xavier pushes his wheel chair closer to Joseph, as he does so he tells him that he knows what he is thinking. Joseph peers back at the oncoming Xavier and asks him how that is possible, since his recent return from Onslaught severed the use of his telepathic powers? Xavier explains that he does not need to read minds to understand that the atrocities he sees is not Magneto’s doing. Respectfully calling Xavier “Professor,” Joseph explains that he knows the war against humankind started with him and he wonders why he cannot be held responsible for Onslaught's rampage?

Xavier, squinting his eyes, asks a question: which sin is greater – Joseph's or his own? Joseph consoles Xavier saying that he meant no harm. Xavier looks below at the frightened baseline humans, he tells Joseph to tell that to them! Xavier explains to Joseph that he once shut down his mind, because he believed it was his right/duty as his friend! Xavier thought he could control Magneto's mind but instead it controlled him.

Joseph asks the Professor, when he scanned his mind, did he find out if he was Man or Monster? Xavier seems to ponder this question for a moment, as a nearby fire reflects off his eyes. Xavier explains to Joseph that he was a man of both strength and weakness and even though the genocide of inhumanity could not claim him it scarred him nevertheless. He goes on to say that, while his dream was a noble dream, his methods were harsh and fierce.

Joseph asks him if Xavier can tell him if he will become evil once more? Xavier smiles and tells Joseph that he is seeing the ultimate consequences unfold, “You tell me!” Xavier tells Joseph to go below to help the heroes decide their strategy. Joseph asks Xavier if he will fight for them? Xavier tells him than in a manner of speaking he has decided to play his own part, commanding Joseph once more to go.

In Onslaught's citadel, Nate Grey’s eyes expel visions of the Age of Apocalypse. After the visions subside, Nate falls to the floor. Onslaught’s anger grows, as he comes to the realization that even mutants are not perfect. He bellows that the mutants had the world in their hands and threw it all away! Onslaught commands Nate to follow him, because he has much to reconsider now.

In Four Freedoms Plaza, Xavier travels down a hallway. His hover chair, built by the Fantastic Four, requests their destination? Xavier commands the chair to disable its auto pilot and to delete the transit records!

Captain America, Giant Man, the Invisible Woman, Mr. Fantastic, Cyclops and Jean Grey surround a table, where decisions are being made that could affect the entire world. Captain America goes over plans of how they will use the psi-armor Iron Man has recently constructed against Onslaught. He tells them that they leave in 30 minutes to make their final assault; he will lead the first-team, while Reed and Sue coordinate the next attack.

As Captain America discusses their plans, Jean and Scott discuss what the Professor is doing via Jean's telepathy. Jean tells Scott that the Professor is heading towards Onslaught! Scott tells Jean to notify the X-Men! To tell them to meet in secret, because whatever happens Professor Xavier will not be alone when he meets Onslaught!

Inside Onslaught’s citadel, Onslaught is just finishing absorbing Nate Grey into his body. He tells Nate Grey that his power and he himself now belong to Onslaught! Inside Onslaught's body Nate Grey meets Franklin Richards. Franklin asks Nate Grey if he is okay? Nate tells Franklin that he wishes he knew the answer for himself. Franklin tells Nate that they are in trouble and he wonders aloud what they can do from where there are?

Onslaught stands upon his citadel, as if he has already triumphed over the nearby heroes. Onslaught announces that the players are in position and the end is near for some sooner than others, as he turns his attention to the approaching Xavier. Onslaught pounces from his citadel. He asks Xavier what he could want? Xavier tells Onslaught that if there's any part of him left inside of Onslaught that he must hear him out, humanity’s extinction is not mutantkind’s gain! Onslaught agrees!?

Xavier seems almost relieved; he tells Onslaught that the vendetta has no purpose. Onslaught uses Nate Grey's telekinesis to destroy Xavier's hover chair, bellowing so all can hear he tells Xavier that human or mutant no one will survive Onslaught!

Characters Involved: 

Cyclops, Joseph, Phoenix, Professor X, Rogue (all X-Men)

Captain America, Giant Man (all Avengers)

Mr. Fantastic, Ms. Invisible (all Fantastic Four)

Franklin Richards


Dr. Doom



Citizens of New York

Nate’s Memories:

AoA Guards

AoA version of Blink

AoA version of Colossus


AoA version of Morph

AoA version of Sabretooth


Onslaught’s Projections:

Dark Beast







Story Notes: 
Issue Information: 

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