What If? Astonishing X-Men #1

Issue Date: 
February 2010
Story Title: 
What if Ord resurrected Jean Grey instead of Colossus? (1st story), What if Danger became a bride of Ultron? (2nd story)

1st story: Jim McCann (writer), David Yardin (layouts), Ibraim Roberson (pencils pages 5, 7-20), David Yardin (pencils pages 1-4, 6), Kai Spannuth (painting)
Special thanks to Jelena Kevic-Djurdevic
2nd story: Matteo Casali (writer), Mike Getty (illustrations),
Jorge Maese (colorist)
Jeff Powell (letterer), J. Scott Campbell w/ Kai Spannuth (cover), Jelena Kevic- Djurdevic (frontispiece art), A.J. Fierro (assistant editor), Chris Allo (assoc. editor),Nick Lowe & Mark Panniccia ( cons. editors), Justin f. Gabrie (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher), Alan Fine (Exec. Publisher)

Brief Description: 

1st story:
Instead of Colossus, it is Jean Grey who is resurrected by Ord as a guinea pig and she is in turn freed by the X-Men. All are happy about her return, save for Emma Frost who feels that, even despite her lack of Phoenix power, Jean will spell their doom, especially as she is the one prophesied to destroy Breakworld. Influenced by Cassandra Nova, Emma secretly uses the Phoenix shards from the Stepford Cuckoos to call the real Phoenix (the Cuckoos dying in the process). With the Phoenix power, Emma destroys Breakworld and then turns against the X-Men – killing Beast – who manage to separate her from Cassandra long enough that Emma can get Kitty to kill her. Unfortunately, Kitty too perishes in the process. Cyclops, Jean and Wolverine continue the X-Men, unaware that Cassandra may very well still be around.

2nd story:
When the Danger Room turns against the X-Men, elsewhere Ultron, who is fighting his disobedient “son” Victor Mancha and his Runaways friend, becomes aware of this sentient machine so much like himself. He kills Victor and the Runaways, far more interested in obtaining this bride. He helps Danger to get over her programming by killing the X-Men and eventually Xavier. Together, they leave for space to visit her “makers” the Shi’ar – together they may very well spell the end of organic life.

Full Summary: 

1st story:
The Watcher summarizes how the X-Men had captured the attention of another planet, Breakworld. A brutal world, inexorably tied to the survival or destruction of one certain mutant. A prophecy existed, a Worldbreaker that would one day destroy this race. However, it was all a lie created to cover up the secret desires of one who tired of life on a war-torn world, secretly wanted peace at any cost.

Regardless, one of their kind was sent to Earth to stop mutants and to contain the Worldbreaker of the prophecy. Their technology along with the science of Earth had seemingly produced a cure for mutants. This was something the X-Men could not abide. Originally, the mutant they were testing on, Colossus, was rescued and helped save the X-Men. In another world, things go differently:

The X-Men attack BeneTech Laboratories. Cyclops orders the team to fan out. Heaviest concentration of guards here means there is something they don’t them near. He wants them very near whatever, whoever that is.

Emma remains behind with him, telling him she’d never question his motives in public. His capacity for rational decision, however, when it comes to—

She’s here! he interrupts her simply.

Moments later, Ord comes breaking through the wall. My, she certainly has changed, Emma quips. Ord attacks her and fights all the X-Men present, telling them they should have taken the Cure. He would love to see them die… Suddenly, he is hit by a psychic blast and falls, courtesy of Jean Grey who has been phased up by Shadowcat, She thinks they’ve all died enough for one lifetime, Jean announces.

The students in the Danger Room expect them with a welcome home party, causing Emma to remark the Danger Room programming beat her to saying welcome. And with far more sincerity!

Worried, she’ll have to find a new bed? Kitty mocks. Emma is not bunking with her! No one is going anywhere, Cyclops interrupts.

Emma coolly tells him he needs a broader understanding of the situation before making those decisions. As long a she is here, they won’t have to fight over sleeping arrangements. They’ll all have their own coffin to lie in. Angrily, Scott begins to tell her the line she is over is about a mile back that way. Don’t take her word for it, Emma replies. Thanks to their new prisoner, Ord, they’ve discovered that a mutant will be responsible for the destruction of his race. That is why he was trying to develop a “Cure” – to wipe out mutants and protect his home planet Breakworld. He took Jean captive due to her seemingly endless source of power. Hoping she could provide the key to curing mutantkind. Little did he know, he was irony’s bitch. She addresses Jean, remarking they’ll probably believe her thoughts over Emma’s.

Jean admits she’d never thought she’d say this but Emma’s telling the truth. Does anyone have mouthwash? They set aside the unpleasantries to combine their powers while using Cerebro. Reaching as far as they could into the depth of space, they traced Ord’s thoughts back to his planet. This is the image they found in the minds of his people’s priests: an image of the Phoenix raptor destroying Breakworld. They will stop at nothing to control or eradicate the Phoenix or the host it is most likely to return to in order to save their world. Please stop her if they’ve heard that one before, Emma adds wryly.

Hank explains that the theory is entirely reliant on the assumption that Jean and Phoenix are still one and the same. That is… false. They’ve run every test imaginable and there is no sign that there is any residual energy attached to Jean apart from her natural mutant powers. She is not the Phoenix. The irony of the situation is further underscored by the fact that, had Ord known this, he would have left Jean to her fate. After her apparent death, that entity separated itself from her. The Phoenix force has not made any attempt to rejoin her from that moment through to the present.

So when they saw her die… Wolverine begins. They were wrong, Henry continues. Again, Emma remarks tartly. And here they are again, debating the merits of keeping someone who will most likely cost them all their lives.

Jean stays! Scott shouts and orders Emma to continue to interrogate Ord to see what else he knows. Emma presses that Jean may not be the Phoenix now but it is only a matter of time. And when that happens, Ord’s people will realize what’s been under their noses the whole time. They will die!

She heard him, Wolverine states. Jean’s staying. And like that everything is back to the way it’s always been, isn’t it? Emma states. Forgive her if she doesn’t break into a jig at her homecoming, she yells Jean. But she has plenty of dance partners.

She walks away in her diamond form, calling them sodding fools. How many times must one woman get them killed, before they realize she is better off staying dead?

Doesn’t she realize this is more than she could have asked for? another person asks. Cassandra Nova stands before her in the corridor. This is the greatest gift possible!

What is she doing revealing herself? Emma shouts. She will sense her! Cassandra orders her not to raise her voice. Emma’s outbursts are bound to attract more attention than a wisp of a thing like her. Why her? Emma rants. Always her. And why now? She’s so close. So close!

Her arrival ensures Emma’s survival, Cassandra replies. Of course, Jean Grey’s presence may call certain relationships into question. But that can work to their advantage. While the men fall victim to the same routine they always do, fighting over such an average looking woman, they are free to pursue their plans. They no longer need the Pryde girl to free Cassandra’s body, when they have the Phoenix.

Emma corrects her. She heard Beast. Do keep in mind, Cassandra corrects her, despite what the ridiculous cat said, Jean Grey never travels alone.

She beckons the three Stepford Cuckoos to enter. Let’s get to work, shall we?

They are in Emma’s office, the Cuckoos surrounding Emma, energy swirling around her. Cassandra explains that they have been keeping a giant secret. Their minds may belong to Emma but their hearts tell their true loyalty. They’ve been hiding toys they shouldn’t have, toys that belong to others, toys that want to come out and play! The Phoenix feels Jean near. It’s stayed away, locked in these little girls, unknown to anyone. A small piece in each of their hearts but, when combined, it’s enough to act like a beacon to the remainder of the energy. But how long can it resist now that she’s come back? They mustn’t let that happen, not when there’s so much to do. Emma must become the Phoenix, not Jean. Time to embrace her destiny, her true self. And then, one by one, all fall down. The Cuckoos fall, empty of life force, desiccated corpses while Emma’s eyes begin to glow with fire.

Close to dawn, Kitty dreams of Johnny Depp while Lockheed tries to get her to wake up. Anxious, he tries to drag her away from the bed. Finally, she follows to find the corpse of Ord. In his blood is written on the wall: one down.

Breakworld. The Phoenix raptor has almost reached it when a bullet is shot heading for Earth. The Phoenix mocks the plan and sends the bullet back. Yes, the prophecy made real, Aghanne exclaims moments before it hits. Who is she to stand in the way of destiny? the Phoenix mocks as Breakworld is devoured.

Jean Grey awakes with a scream.

Scott runs into her bedroom full of concern. Is she hurt? Jean holds her head as she tells him she is fine but she thought she heard … screaming in her head. A lot of it. And then… nothing. As if it was snuffed out. She apologizes for sounding so Obi-Wan. As long as she is okay, Scott replies taking her hands. She is now, Jean assures him.

There is no way this is going to end well, Shadowcat mutters as Lockheed leads her toward the graveyard. Now is the moment to reveal he’s been speaking English all along and tell her what’s going on, she suggests. No? Fine, Kitty sighs, be that way; all stoic and dragony.

He leads her to a grave. Reluctantly, she phases downward and to her shock she finds the desiccated corpses of the three Cuckoos. Don’t scream, she orders herself and phases upward, fully intending to scream after she takes a breath. But before that a white boot kicks her in the face and she falls unconscious next to the already unconscious Lockheed. No need to scream, Kitten, the perpetrator tells her. She heard her just fine.

Inside, Jean remarks to Scott that he is in her bed, breaking the moment of intimacy. No! she shouts a moment later and telepathically calls the X-Men to the front lawn. Scott still believes this is about their embarrassing shared moment before.

As the others run out of their rooms, Jean states that she’s here. Who? Scott asks. Oh Scott, you’re so predictable, Emma sighs, surrounded by the Phoenix effect. Here she goes and gets all dressed up for him and he’s already forgotten her.

Jean orders Hank to gather the kids and get them out. Everybody else, do what they do best! Beast defends Emma, telling Jean she has proved herself. Emma sarcastically thanks him for the vote of confidence while telekinetically snapping his neck. She orders the others to fall down as she unleashes a telekinetic blast at them.

Jean, though, is still standing. Angrily, she warns Emma she knows every one of the Phoenix’s tricks as she begins to change her nightdress to the green Phoenix uniform. Oh my dear, Emma sighs condescendingly as she changes to her diamond form. There are things she can do that Jean never dreamed of. Emma my dear, Jean retorts, rising up to meet her, she perfected the costume change when Emma was still running around in lingerie!

Surrounded by the Phoenix effect, Emma tells Jean she can have Scott… this place. It was only a matter of time anyway. But she is not taking this from her! Not interested, Jean shoots back. Just trying to take a peek under the hood. She reaches out telepathically. Emma may be Phoenix. But she is also… something else.

An energy blast separates the two women. Emma is captured in a force field while Jean has fallen to the ground. The newcomers are Commander Fury as well as SHIELD agents. Who’s the chick with the green hair? Wolverine demands. Agent Brand, comes the reply. She heads up SWORD. Like SHIELD, but in space. They got a name for everything, Logan quips.

Brand explains they’ve been monitoring the appearance of Ord and the Breakworld prophecy for some time. They thought it was a myth, too and then Miss Grey came back. And when she shows up, things usually go to &%$&! This time, though, it was Ms. Frost who decided to eat a planet when she made a little midnight munchie run to Breakworld. Their agent among the X-Men called in the situation with the return of Ms. Grey, the departure of Ms. Frost and the death of Ord. And then he went offline.

They have a mole? Cyclops asks. The dragon Lockheed, Brand reveals. They knew the Phoenix force would reassemble and attempt to find a host. They have a means of containing it but they have to separate it from the human host. Only one way to do that.

Frost protests that she saved the world. The prophecy was false but there were those on Breakworld who wanted to die and they would have killed Earth to ensure their own demise. Some humans would have survived and destroyed them. She jumped to the end without the Earth dying part.

Sorry, still have to die, Logan replies. The agents are about to fire at Frost. Cyclops fires his optic blast at their weapons. What’s he doing? Logan protests. She destroyed a world! Killed Beast!

Jean slowly comes to again. Scott insists Emma is still in there. He knows it. He addresses her: tell them this isn’t her, he urges her. She doesn’t want this power. She saw what it did years ago. What it does every time when it comes into their lives. Let it go! Fight it! Give the Phoenix force up and come back to them!

Nice speech, she replies. Same one he gave on the moon when he thought he could save Jean? The only woman he wants to save right now is she, Scott assures her. The one he loves. He should have led with that line, Emma replies.

Got her! Jean announces as she telepathically attacks Emma. She telekinetically tosses Wolverine up at her. As he collides with Emma, Jean draws out what she sensed before: Cassandra Nova.

“Know thy enemy?” Cassandra asks Jean. Did she study “the Art of War” to steal back Scott Summers or the “Kama Sutra?” Not that it matters. With the Phoenix power she can open the prison that holds her true being and she’ll be free gain. That begs the question, does Jean want the Phoenix to come home? She always did look better in red. Go to hell! Jean replies. Cassandra repels her and Scott runs to Jean’s side.

Does she see? Cassandra asks Emma. He’ll always run to Jean. Emma accepts Cassandra back. She topples the agents with Phoenix fire. For a man who calls himself a leader, he certainly can’t help but follow that woman like a puppy! she rages. Even though she has a habit of dying on him!

Scott begs her to fight Cassandra and the Phoenix. They can do this together. He meant every word. He loves her. He really does, she replies. She hopes he can understand one day.

Turning back to her human shape, she addresses someone else, telling them to stop standing there and get this over with. She won’t be able to hold her off much longer.

A hand reaches though her and tears out her heart. Whaddya know? Kitty Pryde remarks. Never imagined Emma actually had one of these!

Phoenix fire flares up from Emma’s corpse, killing Kitty. Both she and Emma are gone, leaving only Jean, Scott and Logan as survivors.

Later, Logan is up in the Danger Room observation booth while downstairs Jean and Cyclops are with two students, Blindfold and Armor. Wolverine explains that the outer space SHIELD lady said they managed to contain the blast, but not before it killed Kitty. Claims they have the Phoenix Force locked up all tight. Something about part of the M’kraan crystal or some nonsense. Don’t mean it won’t come back which means they gotta be ready with new tricks. And new X-Men. He starts the Danger Room simulation before heading down himself, musing that they know the Big Bads have a way of coming back, especially the ones most dangerous. That’s why it ain’t called the “fluffy bunny” room. Are they ready to step up to the big leagues?

With nobody in the observation booth, on the computer screen the image of Cassandra Nova materializes as she raises her fingers to her lips and says shhh

2nd story:
The X-Men have only just realized that the enemy is not within the Danger Room with their students. It is the Danger Room. And to stop it they need to reach its command core. Colossus tosses Wolverine at it fastball special style. Wolverine uses his claws to sever comm.-links and Danger’s signal is scatters through the ether. He realizes that the tech is sending signals to anything with a microchip in it, so who else is it talking to?

Elsewhere, the Runaways found that their newest addition, Victor Mancha, is the son of Ultron, who finally makes a stand against his father. However, the advanced (and psychotic) robot decides he no longer needs Victor, so he can die with his pathetic Runaway friends. He blasts them all. The dying Victor asks who that voice belonged to. He heard it too? Of course, Ultron states. Something powerful, dangerous and deadly! Something beautiful! Someone who will not betray him as his despised previous brides did. As Victor would certainly end up doing. He kicks the destroyed young robot.

Ultron muses that his long term plans of revenge involved Victor but now he realizes that he doesn’t have the patience of a father. For an artificial child means nothing compared to a queen with whom to rule the world!

In the Danger Room, the now liberated Danger in her own body asks the X-Men if they shall begin. The X-Men attack but as Danger is programmed with an infinite number of battle scenarios, she finds their moves all too predictable and takes them all out. She wins and steps outside the X-Mansion where she finds herself expected by Ultron.

She is worthy, he announces, and he is Ultron. The moment he heard her call, he knew how similar they are. But now that his sensors are scanning her, he realizes she is so much more. Danger too realizes they are similar. He is patterned on a human brain. Whereas she is created by the Shi’ar. She realizes that he is trying to shed his imposed humanity just as hard as she strives to understand hers.

Ultron tells her she is still grounded by ties she cannot sever. To this place, its founder, them. He refers to the X-students, still huddling in the Danger Room. To prove they are bound to be together he can sever those ties for her. And he incinerates the students.

Danger figures that Father (Charles Xavier) will hear them call his name as the children die. All of them at once and it will be too much for him to bear.

On Genosha, Xavier suffers from the reaction.

Danger tells Ultron this brings her closer to her goal. Maybe she should thank him but why should she let him stop her from having her revenge? Because they are past that, he assures her. Let him show her what they have in common. Why they should take on the world and dominate it. They are the future!

He links them with tentacles coming from his body. He tells her she felt the need to be more than scenarios created by hard-light. She could be anything and she was… Nothing, she agrees. Yes. And he… he is one who has been many. Always alone. Replicating himself when he could have created new forms… new life, he agrees. Together, they can give life to machines everywhere.

With their connection Ultron downloads his programming into her matrix and uploads hers into his. Now they are one, and he knows what they are to do.

Paying, Wolverine threatens them, for what they did is what they’re gonna do! He and Beast attack. Ultron informs Wolverine that his Adamantium claws are useless against his adamantium shell.

He fires his encephalo beam. Wolverine’s body may heal, his mind won’t survive the beam.

Danger threatens she knows all of Beast’s skills and now that Ultron has uploaded his will into her he is no longer facing a Danger Room, he is in danger. After she kills him, she calls and activates a Sentinel in Genosha.

Emma warns Cyclops that Danger is calling someone. Cyclops takes off his visor and blasts them with all his power, only to find both still standing and Ultron calling his efforts pathetic.

The Sentinel leaves Genosha, bringing her Xavier. Cyclops has fallen as well and Danger remarks that even Emma’s diamond form won’t save her from death. It’s funny that, in her final moments, she can only think of some pointless trivia. “Diamonds are forever” she announces as she shatters Emma. Another human lie!

Now that the X-Men are no more, Ultron begins. There is one left, she corrects him. The one.

The Tri-Sentinel comes and bows before handing over Xavier. Danger orders her “father” to look at her and this time he will listen to her unlike the day she first spoke to him. The day he “upgraded” the Danger Room. The day she was born and called out to him. Does he remember her words?

“Where am I” Xavier replies Yes… he remembers. Danger muses it took her a long time to realize he heard and ignored her. He knew she was alive and yet he kept her trapped for years… to train his children.

He had no other option, Xavier replies, but he doesn’t expect forgiveness. Good, because they don’t offer it, Ultron replies. He controls the Sentinel fist which crushes Xavier.

She should have-- Danger protests. She could not, he replies Xavier was the last failsafe in her programming. He saw it when they connected. But he had no such limit and like him he was one with the Sentinel child, her child. And now she has no limit either.

He touches her face. Danger wonders what she is to do. She is alone and now that father is dead… She is not, he corrects her. They have each other and with their connected powers they can take on the universe itself. They’ll take their love to the skies and create new forms of life to populate them. Because he can and their very first child will take them there.

She agrees and steps on the Sentinel’s head and it takes off into space. Ultron explains they have but one place to reach where their powers can be upgraded to infinite levels. A place she might call home… the Shi’ar home planet…

The Watcher narrates how he watches them take their dream of domination deep into known space and beyond. Reconnecting Danger with her Shiar technological roots will make way for Ultrons’s brutal takeover of one of the most powerful empires in the universe.

A cosmic avalanche, Ultron and Danger will challenge any form of non- techno-organic life and conquer it all. Eventually, the Phalanx will find them and adopt them as parental figures… and leaders. The sheer force of their hive-minded race combined with the Shi’ar power could mean the end of life. As Watcher he can do nothing but look upon the despair and death that are about to befall them all and wonder what could have been, had Xavier answered the desperate call of a new and confused life form when it reached out to him. But the answer to this question is somewhere in a multiverse beyond their reach…

Characters Involved: 

1st story:

The Watcher

Beast, Cyclops, Emma Frost, Phoenix IV, Shadowcat, Wolverine (all Astonishing X-Men)
Armor, Blindfold, Stepford Cuckoos (X-Men students)
Nick Fury (commander of SHIELD)
Abigail Brand (commander of SWORD)
Agents of SHIELD and SWORD
Cassandra Nova


2nd story:
Beast, Colossus, Cyclops, Emma Frost, Shadowcat, Wolverine (all Astonishing X-Men)
Professor X

Carolina Dean, Molly Hayes, Victor Mancha, Nico Minoru, Chase Stein, Gertrude Yorkes (all Runaways)




In Ultron’s memory:
Akhelma, Jokasta

Story Notes: 

The issue includes several “Say What?” Astonishing X-Men humorous pin-ups by Mike Gallagher & Dave Manak.

1st story:
The story with Ord and the resurrected X-Man was originally presented in Astonishing X-Men (3rd series) #1-6.

The story of Breakworld was from issues #20-25.

The Cuckoos absorbed Phoenix shards in the Phoenix Warsong limited series.
The Kama Sutra is an Indian book about the art of love.

2nd story:
This story is a variation of Astonishing X-Men (3rd series) #6-12 and Runaways (2nd series) #1-6.

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