X-Force Annual (3rd series) #1

Issue Date: 
February 2010
Story Title: 
Untitled (1st story)<br> Undeadpool (2nd story)

1st story: Robert Kirkman (writer), Jason Pearson (artist), Dave Stewart (colorist), Jeff Eckleberry (letterer), Pearson and Stewart (cover artists)Taylor Esposito (production), Sebastian Girner (assistant editor), Axel Alonso (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher), Alan Fine (executive producer)

2nd story: Craig Kyle and Christopher Yost (writers), Carlo Barberi (penciler), Sandu Florea (inker), Edgar Delgado (colorist), Jeff Eckleberry (letterer), Taylor Esposito (production), Sebastian Girner (assistant editor), Axel Alonso (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher), Alan Fine (executive producer)

Brief Description: 

1st story: Wolverine infiltrates a HYDRA base and kidnaps a high-ranking agent of HYDRA names Tod Kaufman, whose estranged mutant daughter needs a bone marrow transplant to survive her illness. Before they can complete the transfusion, however, HYDRA arrives to retrieve Tod, who voluntarily lets Wolverine slice off his arm in order to retrieve his marrow and save his daughter’s life.

2nd story: Deadpool, who happens to be visiting Utopia when Selene’s undead minions attack, teams up with the reluctant Loa in order to defeat three invading Acolytes.

Full Summary: 

1st story:

“We’re doing this quick and clean,” Wolverine says to the rest of X-Force as he crouches in the doorframe of the in-flight jet. “I’ll call you if I need you.” Warpath smiles and tells him he brought cards to pass the time. “Smart man,” Wolverine says. He then leaps out of the jet. His descent carries him toward HYDRA Base 2994. Not using a parachute, he torpedoes through the roof of one of the base’s warehouses.

Inside, two HYDRA guards sit at a lunch table. One of the men, between bites of his meal, asks his colleague if he hears something. The other HYDRA agent answers that all he can hear is the chewing of his food--which, he adds, is extremely unpleasant. Undeterred, the first agent says that he swears he heard something. Before they have time to reach a conclusion, however, the ceiling caves in and Wolverine crash-lands on their table.

They pull their guns on the intruder, but neither their aim nor their reaction time can trounce Wolverine. The masked hero leaps into the air, over their gunfire, and plants his boot on one HYDRA agent’s face. The other, he renders incapacitated with a karate chop to the neck. With both guards subdued, Logan begins his interrogation. Presenting a photo, he asks the agent where the man in the picture is. The agent, gasping for air, answers that he’s in Section Seventeen.

Shortly thereafter, in the darkened corridors of Section Seventeen, Wolverine waits in suspension on the ceiling, held upright by his own strength. Keep it quick, keep it clean, he reminds himself. No killing--no claws until I find the one I’m looking for. A lone HYDRA agent passes beneath him, at which point Wolverine releases his grip and drops on the man. Instantly, he knocks him unconscious, and removes his mask so he can match it to the picture he has. No such luck; this agent is not his target.

Wolverine once again returns to the shadows, leaving the unconscious agent in the hallway. Before long, three other agents of HYDRA stumble upon their incapacitated peer. They decide to sound the alarm, as security has obviously been breached. Before they ca,, however, Wolverine, his eyes glowing red, emerges from the shadows and beats the three of them to a pulp. After unmasking each of them and confirming they are not his target, he leaves the sector.

He is compelled to fight another trio of HYDRA agents, but this group manages to actually use their guns, thus blowing Wolverine’s discrete operation. So much for quick and clean, he grumbles. Further spoiling his mission, he accidentally kills one of the men with a blow to the neck. Oh jeez, there goes the ‘no killing’, he murmurs. He only hopes that man was not his target.

At that moment, a burly agent of HYDRA enters the room--without a mask. Wolverine pulls out his digital photo and instantly matches the portrait with the blond-haired man before him. “Boy, am I happy to see you,” Wolverine tells him. Before the man can speak more than two words, Wolverine beats him unconscious. With him subdued, he injects something into his neck. He needs him alive, he says--but not awake.

Wolverine throws the unconscious man over his right shoulder and prepares to exit the facility. His escape route, however, leads him to a long walkway suspended over a gaping chasm--and at the other end stands a fresh squadron of HYDRA goons. Great, Logan says. One of the HYDRA agents demands he release the agent and stand down at once; they are authorized to use whatever means necessary to subdue him.

Realizing that running is not an option, Wolverine temporarily takes shelter behind some heavy doors to evade the barrage of bullets. He doesn’t suppose they’d be willing to give him a pass on this one, he asks. Non-compliant, the agents tell him this is his last warning. “I know you’re not exactly an organization that recognizes the importance of the individual,” Wolverine tells them, “but your guns aren’t going to do much to me--and this guy,” he adds, referring to the agent over his shoulder. The HYDRA agents see his logic and order a cease-fire.

Logan comments that this turn of events is unexpected, but not unwelcome. He then unsheathes his claws and charges toward the squad of HYDRA agents. They’re in for a world of hurt, Wolverine threatens as he approaches them with his left-hand claws bared. The HYDRA agents try to subdue him, but without the option of using their guns, they fail to thwart Logan’s advance. He’s not leaving without this guy, he growls as he cuts his way through the soldiers. He was told to bring him in and he aims to do so. However, he adds, they didn’t say anything about him having bruises!

Wolverine begins flinging the HYDRA agents over the edge of the rail and into the gaping abyss beneath the walkway. Keep it coming, he tells the flailing guards; there’s more than enough to go around! With all the men thrown to their certain deaths, Logan continues with his exit, now dragging the unconscious HYDRA agent by the neck of his uniform. He’s definitely going to feel that in the morning, he tells the unconscious man; serves him right for being so damn heavy.

He enters the elevator at the end of the walkway and drags his mark inside. He’s at least grateful they got rid of the stairs. Once inside the elevator, he presses his destination floor and waits. When the door opens on the sixteenth floor, Wolverine finds himself facing another battalion of HYDRA agents. He begins to tell them the elevator is full. They respond by firing on him. After enduring their first round of bullets, Wolverine, now dripping blood, marches toward them through the elevator door with his claws presented. “Sit tight, bub!” he tells his unconscious mark as he leaves the elevator.

As Wolverine rips through the masses of HYDRA agents, he thinks to himself that he could have just stayed on the elevator. However, these guys were asking for it. They continue riddling Wolverine with bullets, but, ever persistent, he proceeds to slice them to death. Eventually, after dispatching all of his foes, he returns to the elevator, even bloodier than when he left. He’d better be worth it, he grumbles to the unconscious blond man. He then pulls out his radio and tells the rest of X-Force that he will be on the roof in ninety seconds. Be there, he adds--and tell Cyclops they’re on their way.

X-Force retrieves him on the roof shortly thereafter, and they depart in their jet.

Sometime later, they land on the roof of the St. Francis Memorial Hospital in San Francisco. Wolverine, Warpath, Wolfsbane and X-23 escort their shackled prisoner to their destination. He barks at them as they go, claiming they’ve made a terrible mistake that they will come to regret very soon; he assures them of this. Smirking, Wolverine reminds the man he’s HYDRA--cut off one limb and two grow back in its place. He’s been replaced by now, Wolverine tells the prisoner--he won’t be missed.

They arrive at their destination: a large hospital bedroom. Cyclops stands by the bed of an unconscious child. Across the bed sits a grieving woman. Nice job, Cyclops tells Wolverine. The prisoner, meanwhile, recognizes the woman and calls out her name, Cassandra. What is she doing there? he asks. What’s happening?

“Tod Kaufman,” Cyclops answers, “you have a daughter... and she is very sick.” Elaborating, Cyke explains to Tod that his daughter has contracted a rare blood disease, and if she doesn’t receive a bone marrow transplant, she will die. They’ve hacked into HYDRA’s records and confirmed he is a compatible donor. If his daughter doesn’t get what she needs, Cyclops emphasizes, she will be dead in a matter of days.

Tod asks why they didn’t just tell him. Enraged, Cassandra tells Tod that she didn’t want him to know--and that she didn’t want her daughter to know that her father is a monster and a terrorist. Besides, she adds, he never would have accepted her once he learned what she was.

At this point, Tod takes a better look at his daughter. He sees that her pink skin is covered with scales and barbs. His daughter is a mutant, he realizes. Cyclops reminds him that his daughter is also fighting for her life. She needs his help; they just need a small sample from him so they can synthesize what they need. Grinning, Wolverine encourages Tod to not think about it too hard; they took him to the well and they can sure as hell make him drink.

Suddenly, the outer wall of the hospital explodes inward, spraying the room with shrapnel and broken glass. No one is injured, but X-Force realizes that HYDRA has tracked them somehow. They pull out their weapons in preparation for a fight. Things are about to get ugly, Wolverine says as he stands alert in the presence of the intruders. Where the wall once stood, a battalion of HYDRA agents stands with guns bared. Behind them, an aircraft hovers in place, its guns locked on the mutants. The agents demand that X-Force stand down and release Kaufman at once!

Cyclops urges his people to not do anything stupid. Laughing, Kaufman claims that the only stupid thing would be to try to keep him there. Wolverine, turning to the men of HYDRA, asks if they honestly think any of them will make it out of there alive. Agent Kaufman asks him to not insult his intelligence. He knows he doesn’t want a fight in this room, with his very fragile daughter clinging to life. There is too much at stake, he adds.

Angered, Cyclops asks how they found him so quickly. Agent Kaufman informs him that his blood is laced with an isotope HYDRA can use to track him--which should put to rest the question of how HYDRA found him and instead make them wonder why they went through all the trouble of rescuing him. “Generals don’t always wear bigger hats,” Kaufman says. “Now, unless you want to put this girl and her poor mother in harm’s way--I suggest you allow me to be on my way.”

Wolverine asks about his daughter; is he seriously just going to let her die? Agent Kaufman is silent for a moment. Then, with his shackles released, he turns to Wolverine and says that he’s afraid he doesn’t have time to give him a proper sample. He holds out his arm in emphasis. For a moment, Wolverine gives him a puzzled look, then realizes what he is actually saying. Cassandra, meanwhile, looks stunned. Kaufman tells Logan he has about three seconds before he changes his mind.

Taking advantage of the offer, Wolverine leaps forward and slashes off Kaufman’s outstretched arm. The severed limb falls to the floor. Fighting off the pain, Kaufman grips his injured limb and, through gritted teeth, jokes that he isn’t sure his mantra will apply in this case. Just before he leaves, Tod tells Cassandra that their time together was wonderful, and that she should have told him about their daughter. Through her tears, Cassandra apologizes to Tod. The agents of HYDRA then board him on their helicarrier and take him home.

With Tod gone, Cassandra leans over her unconscious daughter and kisses her on the cheek. She’s going to be okay, she says. Wolverine, meanwhile, looks to the departing HYDRA aircraft. He cannot help but find Tod’s act admirable. “Damn,” he says. “That’s hardcore.”

2nd story:

Xavier’s School for Gifted Children... several years ago...

Magneto, Emma Frost and Selene stand in the remains of Xavier’s School with the setting sun at their backs. They watch as Sebastian Shaw, who just moments before lost his membership in the Hellfire Club, walks away. Selene remarks that this is an interesting development. Their numbers are reduced even further, she says. She wonders who will be their new Black King.

Magneto asks if they even need another in their Inner Circle. The fewer who rule, after all, the less the power must be shared among them. He proposes instead that he function as both Black King and White King--a Gray King, if they will. Those who see the world in terms of black and white, of good and evil, he says, are destined for disappointment and destruction.

Telepathically, Emma Frost informs him that the New Mutants, who are imprisoned nearby, somehow know about the Hellfire Club’s connection with Magma. It is as Emma suspected. Cut off from the school that trained them, and suspecting the Hellfire Club of villainy, Emma assumes the New Mutants will no doubt go to Nova Roma in a valiant attempt to stop the club and save their friend. Their efforts, she tells Magneto, will weaken Selene for them, and soon--there will be only one Queen, just as there is now only one King.

Selene scowls in silence.

Utopia. Now.

Inside the island headquarters of the X-Men known as Utopia, Deadpool sits alone. “Help, help! Oh please, somebody save me!!” he exclaims in a high-pitched voice. “Never fear, buxom and open-minded Miss Young! I will save you,” he says in response to his own outcry. “Eek! A mutant! I hate and fear you, but am at the same time inappropriately attracted to you, he answers using the first voice.

On the bed, Deadpool’s arsenal of pistols, assault rifles, shotguns and rocket launchers lie in disarray. A Spider-Man stuffed animal slumps up against the bed. Deadpool is sitting in a chair at a desk, playing with two Fantastic Four action figures. He continues acting out his playful fantasy. “Why would you save me, a flexible gymnast-slash-flight attendant, but still only-human woman?” he asks using his female voice. “Because that’s what heroes do, ma’am,” he responds in his own voice. “My name’s Deadpool. I’m an X-Man. Sworn to protect a world that wants to make sweet love to me. And give me money,” he says. “And candy. Now let’s--”

Suddenly, Wade hears a scream from the hallway. He pokes his head through the heavy, mechanical door and asks if that was a happy scream, or an ‘oh god, please help me’ scream--because he wants to be involved either way. His question is answered by the sight of the young mutant girl Loa lying injured on the floor. She asks Deadpool for help. In response, he picks her up--but grumbles that she got blood on his new costume.

Slightly bewildered, Loa identifies the man carrying her as Deadpool, and asks if he was in her bedroom. “No, Alani Ryan, aka Loa, I wasn’t! And I didn’t read your diary, either,” he adds. Loa begs him for help. In response, Deadpool comments that she’s kind of young, but that’s okay. Ignoring him, Loa states that the island is under attack; they’re everywhere, she says.

Deadpool comments that this sounds awesome. He asks who’s attacking. Before she can answer, three looming figures appear in the hallway and ask Loa if she really thought she could run. They are Delgado, Cortez, and Mellencamp--all Acolytes, and all deceased. “We asked you a question,” Cortez forcefully reminds Loa. “Where is the Gray King? Where is Magneto?”

Deadpool asks them to slow down for a moment; they’re after Magneto? If that’s the case, then he’s in. “Let’s go get that bastard!” Loa is as surprised at this response as the Acolytes are. Confused, Cortez asks Deadpool who he even is. Loa, meanwhile, whispers to Wade that Magneto is one of them now; he joined the X-Men. “What? That’s @!$#!^%. I don’t believe that for a second,” Deadpool replies. Loa reminds him that Magneto has been living there for weeks. “Even after that %$@# with Jean?” Deadpool asks. When Loa confirms, he again persists in his denial, adding that what she says is crazy talk. “Guys, hold up a sec,” he tells the undead Acolytes. Busting out his cellphone, he begins making a call and tells them he’s going to clear things up right away.

Elsewhere on Utopia, Cyclops, while fighting against the undead Hellions with Domino and Emma Frost at his side, feels his cellphone vibrating. Domino asks him what the noise is; he answers that it’s his fine. She asks if he’s kidding.

In the middle of firing an optic blast, Cyclops answers the call. “Deadpool! I told you never to call--” he says. Deadpool asks Cyclops if he knew Magneto was on their island, and that he’s telling people he joined the X-Men.

In response, Cyke asks Deadpool if he is on the island. “What? No! Maybe,” he answers. Cyke tells him there’s no time for this; Wade needs to get out there and help. Wade enthusiastically tells him that of course he wants to help; that’s what they do as heroes! One question, though: does he have time to wash his costume? Annoyed, Cyclops tells him to just get out there and help, but adds one rule: no killing. Some of these people are their friends, after all.

Back in the hallway, Cortez orders Mellencamp and Delgado to bring him the idiot Deadpool’s head. Maybe that will loosen Loa’s tongue, he adds. Deadpool, closing his phone, acknowledges Cyke’s no-killing mandate. He wasn’t going to anyway, he says; heroes don’t kill--much.

As he draws his samurai sword, Loa asks him what he intends to do. “Don’t worry, kid. Wolverine uses his claws all the time without hurting people. Me and Logan, we’re professionals,” Deadpool remarks. “Trust me... I’ve got this.”

Delgado approaches, and Deadpool lops off his arm. “Whoops,” he says. Loa wonders if that’s all he has to say after cutting off the guy’s entire arm. Concerned, Deadpool asks Delgado if he’s okay, or if he needs a hug. He’s sure he can get that stitched up, he adds; they’ve got people there who can do it. As he speaks, however, the severed limb begins growing Techno-Organic tentacles that seek out the rest of the body and bind it back in place. As the arm reattaches to Delgado, both Deadpool and Loa recoil in disgust.

Enraged, Delgado lurches forward, telling Deadpool that he’s about to become a dead man. Wade then thrusts his samurai sword through Delgado’s chin and out the back of his head. “Dammit! Okay, that’s not my fault!” Wade cried. “He fell into my sword!!”

Loa begins to freak out at the sight of Delgado’s murdered corpse. He killed him! “No! Okay, maybe. But here’s the deal,” Deadpool says, “I need you to take the hit for this one. I’m kind of on probation...” In response to Loa’s astonishment at this request, Wade tells her to just say she went into a berserker rage--or, better yet, say she got possessed! Besides, she’s young and cutesy, so they won’t get mad at her.

While Deapool pleads with Loa, Delgado rises behind him menacingly, his face now repaired. Loa tries to alert Deadpool, but he interprets what she says as confirmation that she will take the fall. Finally, she calls him an idiot and tells him to turn around. He does, and stands face to face with Mellencamp, Cortez and Delgado, the latter of whom now hold Deadpool’s samurai sword. They can’t die, Deadpool realizes. A tear streams down his face. He takes off running, abandoning Loa to her fate with the three undead Acolytes.

Cortez grabs Loa by the throat and hoists her into the air. Magneto deserves what is coming to him, Fabian tells the girl. Even if Selene didn’t want him dead, he would have this coming. Pleading, Loa begs Cortez to not make her hurt him. Amused, Cortez asks how should could hurt someone like him. Behind him, the reptilian Mellencamp chuckles that they certainly don’t make X-Men like they used to.

“Wait!” Deadpool cries from down the hallway. Now bearing his entire arsenal of guns and rocket launchers, he stands ready to confront the Acolytes. “The X-Men are here to save you, confused mutant teenager!”

Annoyed, Cortez asks his minions if one of them could just kill him already. Deadpool blows off his head before he can finish his sentence. With that, Delgado and Mellencamp leap toward him in attack. “To me, my guns!” Deadpool shouts. As he begins firing at them, Loa calls out to him. Wade assures her everything is all cool. They can’t die; he’s just subduing them with lethal force. He’ll be done in five minutes, he says.

Twenty minutes pass. Deadpool, beaten into submission, lies on the floor while Cortez and Delgado drag him around by his arms. “Just so you guys know, I think Magneto’s an #$@!%, too. I was only shooting at you to impress... what’d you call her? Selena? I freaking love... whatever her name is. So... bygones?”

Undeterred, Mellencamp leaps at Wade to attack. Before he can strike, however, Loa, appearing practically out of nowhere, leaps through Mellancamp and converts his body into dust using her mutant disintegration power. He falls to the floor, a pile of ashes.

Deadpool stands confused for a moment. Oh man, he says; is Cyclops ever going to be pissed at her. He said no killing! Loa, clearly surprised, reminds Deadpool that he specifically said they couldn’t be killed!

“Doesn’t matter. You’re @#*%!#. Big time,” Cortez says. Terrified, Loa asks Wade what they’re going to do. Wade, grabbing her by her shirt and shorts, hoists her into the air and tells her to get ready. She asks what he’s doing, to which he replies that he’s not doing anything; he’s a hero. She’s the one, however, who is going all Killamanjaro on these guy! With that, he launches her toward Cortez. She passes through him, disintegrating his corporal form.

After dispatching the remaining Acolytes, Deadpool puts in one last call to Cyclops. “Cyke? Yeah, it’s Wade. I just wanted to let you know, I didn’t kill anyone. But Loa has seriously flipped out! I think she needs some more ‘Danger Room’ time...”

Characters Involved: 

1st story:

Warpath, Wolfsbane, Wolverine, X-23 (all X-Force)

Cyclops (X-Men)

Tod Kaufman (Agent of HYDRA)


Cassandra and Tod’s mutant daughter

Various HYDRA agents

2nd story:
Cyclops, Domino, Loa, White Queen (X-Men)

Fabian Cortez, Delgado, Mellencamp (former Acolytes)

Beef, Bevatron, Roulette, Tarot (former Hellions)


Selene, Sebastian Shaw (both Hellfire Club)

Story Notes: 

1st story:

This story likely takes place immediately after the Messiah Complex crossover but before X-FORCE (3rd series) #1, when Wolfsbane was separated from the team.

2nd story:

This story takes place during the Necrosha crossover, when the ancient mutant Selene used the power of the Techno-Organic Virus to build an army of undead mutants, which she then used to get revenge on her enemies. These minions began their assault on Utopia in X-NECROSHA #1.

The flashback at the beginning of this issue that so invoked Selene’s ire occurred in NEW MUTANTS (1st series) #75.

Fabian Cortez’s obsession with Magneto dates back to his first appearance in X-MEN (2nd series) #1. While ostensibly using his powers to heal Magneto’s injuries, Cortez intended to make Magneto into a martyr by tricking him into overexerting himself to death. When that plan failed, he tried to murder Magneto and his other Acolytes by blowing up their home of Asteroid M. Cortez was eventually killed by none other than Magneto himself when Magneto quashed his United Nations-backed rebellion on Genosha in MAGNETO: DARK SEDUCTION #4, thus making an example of his most treacherous and disloyal Acolyte.

The Acolyte Delgado first appeared in X-MEN (2nd series) #1 and died in X-MEN (2nd series) #3 when Fabian Cortez blew up Asteroid M. Despite having been killed by Cortez, he seems awfully comfortably hanging around with him here.

The Acolyte Mellencamp was killed in the Wild Sentinel attack on Genosha in NEW X-MEN (2nd series) #115.

Cyclops begrudgingly granted Deadpool honorary X-Men membership after the Merc with a Mouth staged an elaborate ruse that made the X-Men look heroic in the eyes of the public, as detailed in DEADPOOL (2nd series) #16-18.

Magneto joined the X-Men in UNCANNY X-MEN (1st series) #516.

Deadpool’s question about Magneto and “that #@*! with Jean” most likely refers to the murder of Jean Grey by a mutant posing as Magneto in NEW X-MEN (1st series) #150.

Issue Information: 

This Issue has been reprinted in:

Written By: