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24th September 2019

The Upstarts were a group of young, powerful and wealthy people (most of them mutants) competing against each other. The Upstarts competition largely centered around killing various targets (especially mutants) to rack up points. Each of them were in the game for different reasons. Some wanted to establish themselves as dangerous criminals, others tried to gain more power and influence and some were simply taking part out of boredom. Their competition was organized by the mysterious Gamesmaster, who acted as arbiter and quest-maker for the games.

The ultimate goal of the Upstarts competition was unclear. Selene, Black Queen of the Hellfire Club, was the secret benefactor of the group at first. Their initial targets were other Hellfire Club members, which would allow Selene to consolidate power. After Gamesmaster turned on Selene and ran the competition independently, however, the purpose became murkier. The ultimate prize for the competition's winner was reportedly control of all other members' organizations, assets, technology and so on. However, other references claimed the winner would get the POWERS of the other competitors, or even immortality or "ultimate power" of some kind.

Founders: Gamesmaster and Selene

Membership: Shinobi Shaw, Trevor Fitzroy, Gamesmaster, Fabian Cortez, Graydon Creed, Siena Blaze, Fenris

First appearance: Uncanny X-Men (1st series) #281
Last appearance: Uncanny X-Men (5th series) #20


  • Andrea and Andreas von Strucker were introduced as rich people on a Safari where they first encountered Storm. Later, they emerged as the super-powered Fenris and were revealed as the children of Baron Strucker of Hydra. [Uncanny X-Men (1st series) #194, 196, 200]
  • Selene joined the Inner Circle I as their Black Queen. She was constantly trying to overpower her partners in the Inner Circle, especially after Sebastian Shaw was ruled out. She feared for her position, as the two other members of the Inner Circle, Magneto and Emma Frost, opposed her. [New Mutants (1st series) #75]
  • Shinobi Shaw was introduced as the son of Sebastian Shaw, Black King of the Hellfire Club. Shinobi blew up his father's chalet, seemingly killing Sebastian in the process. [X-Factor (1st series) #67]
  • Fabian Cortez assembled a group of mutants known as the Acolytes, ostensibly to serve Magneto and his cause against humankind. Instead, Fabian betrayed his "lord," destroying Asteroid M and seemingly killing Magneto and the Acolytes as well. [X-Men (2nd series) #1-3]


When the Upstarts competition was first introduced by name, the initial targets were confirmed as members of the Hellfire Club's Inner Circle. Shinobi Shaw was considered in the lead of the competition at that time for killing his father. Trevor Fitzroy (a time-traveler from the future) wanted to change that by killing Donald Pierce (the former White Bishop) and Emma Frost (the White Queen). To do that, he sent his own battalion of Sentinels to the Reavers’ hideout in Australia, while he himself attended a Hellfire Club party hosted by Emma Frost. One other, unnamed Upstart made her own attack on Emma that failed. Fitzroy arrived in time to save her from Emma's psychic probe.

The Sentinels arrived in Australia and clearly outmatched the Reavers. Pierce, after seeing his men slaughtered, fled to Gateway and demanded he teleport him to the person responsible. Some of the Sentinels followed Pierce through the portal to the Hellfire Club in New York, where Fitzroy's attack was underway. Fitzroy killed the Hellions named Jetstream and Beef, while making his way towards Emma Frost. Pierce was ripped apart by the Sentinels and Frost was struck down as well. Fitzroy escaped with his prizes, as well as the remaining Hellions as prisoners. [Uncanny X-Men (1st series) #281]

Fitzroy proudly presented the bodies of Frost and Pierce to Shinobi and demanded his family's ring, a symbol for his new leadership of the Upstarts. As Shinobi refused to give it away, Fitzroy cut the ring off his finger. (The finger was saved and reattached later.) The X-Men had been present at the Hellfire Club battle, and tracked Fitzroy to his Arctic base. Believing himself invincible, Fitzroy battled the X-Men and used the remaining Hellions' life-energies to transport more future criminals to the present. In the process, he also by accident brought his nemesis Bishop and two of his comrades. [Uncanny X-Men (1st series) #282]

The three-way battle that followed went poorly for Fitzroy, with most of his Sentinels and men being destroyed or killed. Fitzroy himself was attacked and captured by Shaw's operatives away from the battle, which went unnoticed by the X-Men or Bishop. Fitzroy was forced to give leadership back to Shinobi Shaw, by arbitration of the Gamesmaster. Elsewhere, Selene and the Gamesmaster discussed the Upstarts’ performance. Selene mentioned a "true nature" of the game, one that the Upstarts had yet to learn about. [Uncanny X-Men (1st series) #283]

After the operatives of Matsu'o Tsurayaba and his allies Fenris bartered for the stasis chamber of Omega Red [X-Men (2nd series) #2], they reactivated the lost Soviet Super-Soldier. Next, they pooled their resources to find a device called the Carbonadium Synthesizer, last used 30 years before on Omega Red to stabilize his powers. The device was lost during a skirmish with Team X members Wolverine, Sabretooth and North. With this device, Fenris planned to control Omega Red's death spores and believed they could use it to be officially inducted into the Upstarts competition. After capturing Wolverine and probing his memories, they learned where to search for the device. However, Logan was freed by his fellow X-Men and retrieved the device first. Fenris' bid for Upstart membership failed at this time. [X-Men (2nd series) #4-7]

Graydon Creed and Fabian Cortez were revealed to belong to the Upstarts. Watching a TV debate between Xavier and Creed, Cortez asked Shinobi Shaw and Fitzroy why Creed should be counted among them, since he was no mutant and had not killed anyone yet, unlike Cortez's own great victory over Magneto. The Gamesmaster announced that a female Upstart (Siena Blaze) would join soon, as the last official member of their circle. [Uncanny X-Men (1st series) #299]

Cortez struggled to maintain control of his new order of Acolytes, for fear that they might learn he was responsible for killing Magneto. Gamesmaster deliberately prompted Cortez into revealing himself in front of the Acolytes' Neophyte, in order to keep the game interesting. Later, Gamesmaster stripped Cortez of all achieved points, hinting that Magneto had not died in the crash of Asteroid M. [Uncanny X-Men (1st series) #300]

Siena Blaze was on the run from the law with her accomplice Wallace when they were cornered by the authorities. Trevor Fitzroy intervened and killed all her pursuers as an introduction. Fitzroy explained the Upstarts competition to Siena and invited her to join their ranks. Seeing a chance for power and rebellion, Siena assented. [Uncanny X-Men Annual #17]

In Antarctica, Siena Blaze planned to kill Xavier, Storm and Cyclops as they returned from the Savage Land. One electromagnetic beam from Siena Blaze brought down the Blackbird, scrambled electromagnetic signals, and disrupted natural weather patterns to create a freak blizzard even Storm could not circumvent. The X-Men survived, barely, and encountered Siena directly amidst the snow and ice. Siena was unable to defeat the X-Men once they were ready for her, so she teleported away and left them to make their own fate. [X-Men Unlimited (1st series) #1]

Fitzroy captured Selene and put her into a torturing device called a “spooling chamber” to get the Gamesmaster's attention. The Gamesmaster held a telepathic conference of all current Upstarts; including Trevor Fitzroy, Shinobi Shaw, Siena Blaze, Fabian Cortez and Graydon Creed. Whatever Selene's original plans for the Upstarts, it was clear Gamesmaster and the competitors had now taken the game into their own hands. Gamesmaster acknowledged he would grant Siena Blaze a minor number of points for sheer gumption in trying to eliminate the X-Men's leaders. Their next target was announced, the maker known as Forge, and Fitzroy was given the first chance to strike. Soon after the meeting, Fitzroy attacked Forge and Mystique, who were living at Eagle Plaza in Dallas. The X-Men interfered and rescued Forge from his attacker. Fitzroy was beaten severely by Colossus and captured. [Uncanny X-Men (1st series) #301-302]

Shinobi Shaw encountered Mats'uo Tsurayaba in Tokyo. Shinobi was angry that the Gamesmaster allowed Matsuo to go after Psylocke (events connected to the Revanche body-swap scenario) even though he was not an Upstart. Shinobi had his own plans for Psylocke and his new Inner Circle at the Hellfire Club. [X-Men (2nd series) #22]

The Gamesmaster assigned Siena Blaze a mission to kill Moira MacTaggert and retrieve the genetic data she had on her dead son, Proteus. Excalibur had recently taken up residence on Muir Island with Moira, and they opposed Siena's mission, forcing her to leave unfulfilled and empty-handed. As it turned out, the Gamesmaster acted on Mr. Sinister's request, who was very angry to hear that Siena came back without the data. Instead, he settled for cell samples of Phoenix (Siena had scratched Rachel Summers during the fight). [Excalibur (1st series) #72-74]

The Gamesmaster approached Shinobi Shaw about being too passive in the competition. At least he should employ a lackey to do his dirty work for him. The Gamesmaster suggested Vance Astrovik, a young mutant hero called Marvel Boy who was just released from prison. A group of anti-mutant demonstrators (organized by Graydon Creed and the Friends of Humanity) protested Vance being released early from his manslaughter charges. Shinobi presented himself to Vance as a benefactor and a new path, prompting Vance to leave the New Warriors and join Shinobi as Justice. [New Warriors (1st series) #43]

In a telepathic conference, the Gamesmaster explained to the Upstarts that their next targets would be the surviving members of the New Mutants and the Hellions. He also stated that no points will be given until all targets are secured and brought to a hidden location. In South America, Fenris were the first to strike, having been allowed to participate in this round by the Gamesmaster. They were able to capture Magma, but Empath, with help from Moonstar, escaped their grasp. In Kentucky, X-Force learned from Cannonball's family that he and Boomer were kidnapped by Siena Blaze. With the game now officially open, Fitzroy confronted X-Force, demanding Rictor and Warpath, as they were also on the hit list. Meanwhile, Shinobi sent Justice after Firestar, as they made their own plans against Gamesmaster. [X-Force (1st series) #32]

At their Crash Pad headquarters, Night Thrasher informed the other New Warriors that he and Justice had deliberately planted Vance in Shinobi's employ to ferret out the Upstarts. Justice arrived and helped them defeat an armored squad of Friends of Humanity sent by Graydon Creed to capture Firestar. Reluctantly, Firestar and the Warriors all agreed to use her as bait. Justice brought Firestar to Shinobi, who outlined his plan to get Justice into Gamesmaster's base while delivering their prize. Unbeknownst to Shinobi, the telepathic screening on his penthouse was ineffective, and Gamesmaster was fully aware of their plans. Moonstar and Empath traveled to Madripoor to warn Karma about the Upstarts and encountered Siena Blaze there. Later, Siena Blaze presented the three mutant prizes to Gamesmaster as her latest victims. [New Warriors (1st series) #45]

Fitzroy battled X-Force in Kentucky. His lackey Bantam was forced to explain how Fitzroy's powers worked to Cable and Warpath, who tricked Trevor into trying to absorb lifeforce from Cable's techno-organic arm, which caused deadly feedback for him. X-Force backtracked Fitzroy's tele-portals and found themselves at Shinobi Shaw's place in Japan. From him, they learned the location of the captured mutants. The New Warriors, at the same time, blackmailed Graydon Creed into revealing the same information to them. In the Gamesmaster's holding cell, Karma decided to make her move; Siena did not defeat the three mutants, but was possessed by Karma in a Trojan Horse play. As she freed her former teammates, Karma was confronted by Siena Blaze, whose possession had been overpowered by Gamesmaster. The omnipath assumed control over Siena, Karma, and the rest of the captives directly. [X-Force (1st series) #33]

X-Force and the New Warriors arrived at Gamesmaster's location and joined forces. However, they were confronted by his pawns: Siena Blaze, Justice, Firestar, Boomer, Cannonball, Empath, Magma, Moonstar, and Karma. The young heroes were overwhelmed by Gamesmaster and his puppets, and he prepared to kill them all at the conclusion of the game. Right before he killed everyone, Paige Guthrie, the younger sister of Cannonball, was able to surprise the omnipath. Having followed X-Force from Kentucky, Paige's shape-changing powers had allowed her to husk into a form that he could not read. Paige saved the lives of the mutants by daring the Gamesmaster for another game regarding the next generation of mutants: who gets to them first - Xavier, the Acolytes, the Hellfire Club, ... ? The Gamesmaster decided that this might indeed be a more interesting game and let go of the heroes. After the fight, Fenris were revealed to have been captured by X-Factor while trying to snatch Wolfsbane. [New Warriors (1st series) #46]


  • Shinobi Shaw lost interest in the Upstarts’ competition. Instead, he started a new Inner Circle of the Hellfire Club in X-Men (2nd series) #29 with himself as Black King. (see Hellfire Club II) When Sebastian Shaw was revealed to be alive, Shinobi went into hiding, fearing his father’s wrath. [X-Force (1st series) #62] His efforts proved to be in vain when he turned up as one of the techno-organic zombies under Selene's control in X-Necrosha #1.
  • Selene was freed from the spooling chamber in Excalibur Annual #2. She got her revenge on Fitzroy by forcing him to serve as her vassal in the Hellfire Club III, formed with Sebastian Shaw after Shinobi went underground.
  • Fabian Cortez lost control of the Acolytes when Magneto was revealed to be alive in Uncanny X-Men (1st series) #304. Fearing retribution, Cortez fueled the rebellion in Genosha to establish a new power base, but he was killed by Exodus (Bloodties crossover). He returned under unexplained circumstances and was reaccepted into the Acolytes as an untrustworthy member for a time, before Magneto finally disposed of him after yet another betrayal. [Magneto (1st series) #1, Magneto: Dark Seduction #4]
  • Fitzroy was revealed to be alive in X-Man #17. Apparently, he couldn’t drain himself of his entire life-force. Selene watched him slowly recover in London and then possessed him as vengeance for the torturing device she was put into. (see Hellfire Club III) Later on, he time-traveled again to some future timeline where he ruled with a cruel fist, until he was killed by Bishop. [Bishop: The Last X-Man #14]
  • Gamesmaster continued onward with several mental manipulation schemes after the Upstarts, but his overall purpose in these actions was never revealed.
  • Siena Blaze was invited by Reaper to a secure location for a test whether she was fit enough to join the Mutant Liberation Front, but she only agreed to the meeting to kill him and gain some Upstarts points (apparently continuing the competition on her own). An explosion caused by Siena's powers sucked them both up into the Ultraverse, where they become founding members of the All New Exiles. [All New Exiles #Infinity] In Ultraverse Unlimited #2, they (along with the Avengers' Black Knight) stepped through a dimensional gate back to the Marvel Universe. Both Siena and Reaper were later captured by the new Weapon X program and brought to their concentration camp, Neverland. Once there, Siena was among a group of mutants who were killed in the gas chambers. [Weapon X (2nd series) #5]
  • Graydon Creed built his "Friends of Humanity" into a powerful anti-mutant organization. He even was the leading third-party candidate for the U.S. presidency when he was killed by a mysterious energy blast. [X-Factor (1st series) #130] The long-time mystery killer's identity was revealed in X-Men Forever (1st series) #2. The time traveling mind of Mystique took over her own body in the past. She programmed a time-delayed weapon that would kill Creed during his speech. As this was done by her future self, Mystique of X-Factor #130 really had no idea and was innocent at that point. Graydon returned to life through the techno-organic virus to serve Bastion's Human Council, only to die again in the Second Coming crossover. [X-Force (3rd series) #3-28]
  • Fenris continued their lives as second-rate villains, every now and then having a run-in with Gambit or some other heroes. Eventually, they became involved in a conflict between Citizen V and their father, Baron Strucker. That adventure came to an end when Andrea was killed by Citizen V for having correctly deduced his true identity – it was still Helmut Zemo, now inhabiting the body of John Watkins III. [Citizen V and the V-Battalion (1st series) #1-3] Andreas went through a redemption arc, becoming a new hero known as the Swordsman, but it failed to stick and he was killed as a member of the Thunderbolts. Andrea and Andreas have both been resurrected since then and reverted to type as Fenris.
  • Selene's agent Eli Bard assumed control of the techno-organic virus from Bastion and used it to bring numerous mutants back to life as reanimated T-O zombies controlled by him and Selene. Among his puppets were the resurrected Shinobi Shaw, Fabian Cortez and Siena Blaze. They confronted the X-Men among many others on the island Utopia. [X-Necrosha #1, X-Force (3rd series) #22, X-Force (3rd series) Annual #1] As Selene battled X-Force in the ruins of Genosha, many of her puppets were teleported back from Utopia. However, some reportedly escaped the X-Men's dragnet.


Shinobi Shaw, Fabian Cortez, Trevor Fitzroy and Siena Blaze reunited as the Upstarts. Mutantkind had fallen on dark times, with mutants being hunted in the streets, a vaccine being administered to prepubescent mutants, and most of the X-Men missing and presumed dead. The Upstarts saw these as the “end times” and wanted to go out on their own terms. They began hunting their fellow mutants again for one last thrill before mutantkind was brought to extinction. After killing the Nasty Boys, they used the mutant criminals as bait to draw out Cyclops and his remaining X-Men. The Upstarts faired much poorer against the coordinated X-Men, and were defeated. Shinobi knew that Emma Frost had been secretly manipulating the X-Men on behalf of her captors in the Office of National Emergency, and wanted to avoid exploitation and imprisonment. He phased his hand through his own head, killing himself in defiance of being captured. [Uncanny X-Men (5th series) #20]

The remaining Upstarts were imprisoned in the cells set up by the X-Men below Harry's Hideaway. Emma finally touched base with the X-Men openly and explained her plan to foil the O*N*E with a planetary scale psychic "adjustment," removing the very concept of mutants from the minds and prejudices of humanity. She needed Fabian Cortez's power booster effect to accomplish this, and the X-Men had to fight off an O*N*E attack on Harry's to retrieve him. Cortez was extracted, but Fitzroy and Siena Blaze were reportedly killed. [Uncanny X-Men (5th series) #21] Emma succeeded with her global mind wipe, but General Callahan of O*N*E had protected himself from psychic manipulation. He gathered his remaining Sentinels to attack the Hellfire Club, and Fabian Cortez was the first to die in that strike. [Uncanny X-Men (5th series) #22]


Shinobi Shaw

First appearance: X-Factor (1st series) #67
First Upstarts appearance: Uncanny X-Men (1st series) #281

All Upstarts appearances: Uncanny X-Men (1st series) #281-283, 299, 301, X-Men (2nd series) #22, New Warriors (1st series) #43, X-Force (1st series) #32, New Warriors (1st series) #45, X-Force (1st series) #33, Uncanny X-Men (5th series) #20

Powers: manipulate the density of his molecular structure, increasing his strength and durability, shifting into an intangible state in order to pass through solid objects, or an inter-phasing touch that enables him to remove parts of an object from the whole and scramble the operation of living beings or mechanical objects


  • Shinobi is the son of Sebastian Shaw, although he has noted his powers are more similar to Shaw's old ally, Harry Leland.

Trevor Fitzroy

First appearance: Uncanny X-Men (1st series) #281

All Upstarts appearances: Uncanny X-Men (1st series) #281-283, 299, Annual #17, #301-302, X-Force (1st series) #32-33, Uncanny X-Men (5th series) #20

Powers: drain the life energy from other people upon contact, metabolizing it into different forms of chronal energy, allowing him to freeze people in a moment of time, reverse or accelerate their personal timeframe, and materialize portals that allow travel through time and space

Equipment: crystal armor with built in weapons, had a set of future Sentinel version


  • Fitzroy is from the same future as Bishop, where he was a wanted criminal.
  • He often brings his lackey, Bantam, with him. Bantam has the ability to anchor (or pinpoint) the time-portals.
  • At the time of his association with the Hellfire Club, Fitzroy could only open portals through time.
  • Originally, Fitzroy was not as blood-thirsty and only drained small portions of other people's life energy to power his portals. As a result, he at first believed his temporal portals to be teleportation portals, since he would only travel at most a few minutes back in time.


First appearance: Uncanny X-Men (1st series) #283

All Upstarts appearances: Uncanny X-Men (1st series) #283, 299-300, X-Men Unlimited (1st series) #1, Uncanny X-Men (1st series) #301, X-Men (2nd series) #22, Excalibur (1st series) #72, 74, New Warriors (1st series) #43, X-Force (1st series) #32, New Warriors (1st series) #45, X-Force (1st series) #33, New Warriors (1st series) #46

Powers: omnipath whose mind is in constant contact with every sentient being on the planet, granting him vast psychic powers that enable him to read any thought in the world, control the actions of others, and manipulate the mental aspect of reality on a broad scale. His technology and powerful telepathy gives him a wide range of nebulous powers


  • Gamesmaster had operated through several hosts over the years, including Harold Smith and Jeremy Stevens. Despite some mis-stated reports, however, none of these were his "true" form or identity.

Black Queen (Selene Gallio)
(not really a member, but secret founder)

First appearance: New Mutants (1st series) #9
First Upstarts appearance: Uncanny X-Men (1st series) #283

All Upstarts appearances: Uncanny X-Men (1st series) #283, 301

Powers: superhuman strength, speed, endurance and reaction time, telekinetic powers allows her to create fire and manipulate the molecules of inanimate objects, induce a momentary hypnotic trance in the minds of others, and she retains her youth and beauty for centuries by draining the life energy from others; a partial absorption gives her a level of hypnotic control over her victims

Fenris (Andrea and Andreas von Strucker)
(tried twice for official membership)

First appearance: Uncanny X-Men (1st series) #194
First Upstarts appearance: X-Men (2nd series) #4

All Upstarts appearances: X-Men (2nd series) #4-7, X-Force (1st series) #32, New Warriors (1st series) #46

Powers: twins with artificial, symbiotic energy-generation powers that allow them to complete a genetic link when in physical contact with each other in order to project blasts of concussive force (Andreas) or bio-electricity (Andrea)


  • Fenris are the twin children of Baron Wolfgang von Strucker (infamous Nazi and Hydra leader). Since Magneto, Xavier and Gabrielle Haller thwarted one of his plans in the past (Uncanny X-Men (1st series) #161) Fenris developed a grudge against them.

Graydon Creed

First appearance: Uncanny X-Men (1st series) #299

All Upstarts appearances: Uncanny X-Men (1st series) #299, 301, X-Force (1st series) #32-33

Powers: none, human, leader of the "Friends of Humanity" an anti-mutant organization

Equipment: As Tribune, Creed wore an exoskeletal battle armor that increased his strength, shielded him from physical injury, and contained a .45 magnum shell cannon and plasma blasters.


  • Graydon Creed is the son of Mystique and Sabretooth, but not a mutant.

Fabian Cortez

First appearance: X-Men (2nd series) #1
First Upstarts appearance: Uncanny X-Men (1st series) #299

All Upstarts appearances: Uncanny X-Men (1st series) #299-301, Uncanny X-Men (5th series) #20-21

Powers: focuses his own mutagenic aura into bursts of energy that act as a hypercharge for other mutants, increasing their power levels or overloading their genetic traits with more energy than they can handle, causing their powers to backlash and rage out of control

Siena Blaze

First appearance: Uncanny X-Men Annual #17

All Upstarts appearances: Uncanny X-Men Annual #17, X-Men Unlimited (1st series) #1, Uncanny X-Men (1st series) #301, Excalibur (1st series) #72-74, X-Force (1st series) #32, New Warriors (1st series) #45, X-Force #33, New Warriors (1st series) #46, All-New Exiles #Infinity, Uncanny X-Men (5th series) #20

Powers: disrupt the stability of the Earth’s electromagnetic field, creating massive amounts of explosive power, scrambling the E.M. impulses of other individuals or sources, levitating herself along magnetic ley lines, and allowing her to initiate a teleportation effect which transports her across the planet’s surface while creating a vacuum implosion of energy in her wake