Author: Robert Diehl (rfdiehl@yahoo.com)
Created:
Updated: Version 2.1, last modified June 6, 2001
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Issue: X-Men II:82 Date: Dec-98 Story: The Hunt for Xavier Part 2: The Hunt for Charly (22 pages) Feature Characters: Storm, Colossus, Rogue, Gambit Regular Characters: Mary Purcell (the green ghost) Guest Stars: Nina, Maj. Renee Majcomb Villains: Cerebrite Unit Alpha Other Characters: the monastic Brotherhood of Ice Credits: Writer: Joe Kelly Pencils: Adam Kubert Inks: John Dell, Jesse Delperdang Letters: Richard Starkings & Comicraft Colors: Richard Isanove Editor: Mark Powers Editor-in-Chief: Bob Harras Synopsis: Note: this occurs after UXM 362. A meteor falls to earth on a glacier in Tajikistan, killing a local. Rogue catches Piotr as they freefall down; Ororo pulverizes the ice with hailstones so Remy can have a soft landing. They had been climbing along a precipice, when Remy knocked them off. They find themselves at the bottom of a chasm, before a huge monastery carved from ice, with marks of recent battle. The monks warn Nina that it has fallen from the sky, and she knows it wants her and Charley. Remy is chilled to the soul since Antarctica and avoids Rogue. Ororo scolds him; Piotr tells Rogue she's better off without him. Ororo uses a portable Cerebro to track Xavier's signal; Remy impatiently blows down a door, and they find the frozen corpses of fifty monks. They are blocked by a mirrored wall and find they can walk right through it. They are in a warped reality, and only Rogue can navigate, being accustomed to a crowded mind. Their forms bend illogically, but Rogue realizes they should focus their emotions, instead. It works, and they break out. They find Majcomb and the Mannite Nina, who met Xavier during OZT and named her stuffed animal after him. She had been powering the mirrored wall to keep out Cerebro, whose Cerebrite Unit Alpha is right behind the X-Men. Issue: X-Men / Dr. Doom '98 Date: 1998 Story: Doom Quest (38 pages) Feature Characters: Prof. X, Cyclops, Jean Grey, Angel, Beast, Iceman, Colossus, Storm, Wolverine, Banshee, Nightcrawler, Thunderbird I, Iceman Regular Characters: Guest Stars: Iron Man, Rogue (both in a flashback of a vision); Ka-Zar, Binary, Lilandra, Corsair Villains: Dr. Victor von Doom and his seer; Onslaught, Magneto and his Brotherhood of Evil Mutants including the Scarlet Witch, a Sentinel, Dark Phoenix Other Characters: Credits: Writer: Jorge Gonzalez Pencils: Aaron Lopestri Inks: Art Thiebert, Jaime Mendoza Letters: Richard Starkings & Comicraft's Dave Lanphear Colors: Shannon Blanchard Editor: Frank Pittarese Editor-in-Chief: Bob Harras Synopsis: In the past (just after UXM 4), Doom has a seer reveal the future and sees Onslaught. He recognizes the similarity to Magneto and uses his time platform to learn more. He and the seer observe the battles at Cape Citadel and in the Savage Land, and against the second team (UXM 1, 63, 113). Phoenix notices them and asks for a lift out of the volcano exploding around her. He doesn't, but his Chronometer gets disabled, and he winds up in the Days of Future Past (UXM 141). A Sentinel attacks, but Doom blasts it, then goes to find parts to repair the platform. He cloaks himself and tags along as the surviving X-Men break into the Baxter Building. Logan is blasted down to his skeleton, Ororo gets a gut shot, and Piotr wallops a Sentinel. Doom makes repairs and gets away. Onslaught reaches out to the seer, and he senses Xavier, so they spy on him, during Thunderbird's death, fighting Dark Phoenix, nearly being killed by his own team when the Broodqueen took him over, and giving the team to Magneto (UXM 94, 136, 167, 200). Doom realizes Onslaught was an amalgamation and goes to Magneto in the present, to have the seer read his mind. But he has psychic defenses now, so Doom has to distract him, and they fight. The seer pinpoints the origin of Onslaught, but Magneto says Doom died defeating it. Doom goes to Avalon and sees Xavier mind-wipe Magneto (X-Men II:25) and the seed of Onslaught planted. He tries to capture it, but even at birth it is too strong and pushes him back to his own time. Doom kills the seer to keep the secret. Issue: X-Men II:83 Date: Jan-99 Story: The Hunt for Xavier Part 4: Tomb of Ice (22 pages) Feature Characters: Storm, Nightcrawler, Wolverine, Colossus, Shadowcat, Rogue, Gambit, Marrow Regular Characters: Prof. X, Mary Purcell (the green ghost) Guest Stars: Nina, Maj. Renee Majcomb Villains: Cerebro, Cerebrite Units Alpha and Beta; the Brotherhood of Evil Mutants: Toad (Mortimer Toynbee), Mimic (Calvin Rankin), Post, the Blob (Fred J. Dukes) Other Characters: Credits: Writer: Joe Kelly Pencils: Adam Kubert Inks: Livesay, Wiacek, Llamas Letters: Richard Starkings & Comicraft Colors: Richard Isanove Editor: Mark Powers Editor-in-Chief: Bob Harras Synopsis: Note: this occurs after UXM 363. Cerebrite Alpha has taken down Rogue, Remy, and Piotr, and Ororo is next. Majcomb tells Nina to close her eyes; she does, but she also powers Rogue, who flies through the Cerebrite's arms, freeing Piotr. Ororo wonders why Nina registers Xavier's bio-signature and how Cerebro became sentient and mobile; its nanites begin repairs. The Cerebrite begins to collect Remy; Nina powers him; he charges the floor but is nearly trapped, so Ororo sends a wind to push him away from the explosion. They all run. Cerebro has a base in a power plant and plans to catalog (i.e., confine) all humans, to make the world safe for mutants. Nina and Xavier were incarcerated together by Bastion; she has telepathic and reality-warping powers, and her mind copied Xavier's. Xavier snuck her out and put her in Majcomb's care; Nina brought them to the monastery where Xavier spent time in his youth (UXM 20?). Nanites drip from the ceiling onto Piotr; the Cerebrite bonds with him and demands they hand over Nina. Rogue flees with her and Majcomb; the Cerebrite emits microwaves to blow up Remy's card in his hand and nanites to make a box around Ororo. She freaks and blasts lightning, which hits Remy, as the Cerebrite planned. Then it blasts Ororo. Nina senses the X-Men losing, and Rogue flies back to help. Nina, having lost Xavier, the monks, and the X-Men, is pessimistic. In Alcatraz, the other X-Men and the Brotherhood defend Xavier from Cerebrite Beta. Rogue whisks Remy away, and in her haste touches him. She sees the green ghost and, distracted, lets Cerebrite Alpha catch up. Then it catches up to Majcomb and takes Nina, leaving the fallen X-Men where they lay. Issue: X-Men II:84 Date: early Feb-99 Story: The Hunt for Xavier the Conclusion: Dream's End (23 pages) Feature Characters: Storm, Nightcrawler, Wolverine, Colossus, Shadowcat, Rogue, Gambit, Marrow Regular Characters: Prof. X Guest Stars: Nina, Maj. Renee Majcomb Villains: Cerebro, Cerebrite Units Alpha and Beta; false X-Men: Cerebro, the Grey King, Chaos, Mercury, Rapture, Crux, Landslide (in flashback) Other Characters: Credits: Writer: Joe Kelly Pencils: Adam Kubert, Pascual Ferry Inks: Matt Banning, Ferry Letters: Richard Starkings & Comicraft/EM Colors: Richard Isanove, Monica Kubina Editor: Mark Powers Editor-in-Chief: Bob Harras Synopsis: Note: this occurs after UXM 364. Cerebro has both Xavier and Nina. Kurt has collected the X-Men from Tajikistan. They wonder how Cerebro became sentient and suspect Bastion. Rogue makes Remy promise to explain the green ghost. Piotr needs a neck brace. They fly to Cerebro's base, guarded by the Cerebrites. Cerebro wants to bond with Xavier and bring peace by catalog every human on earth, placing them in cocoons, where Ororo is already. Xavier tries to dissuade it, but it just threatens to force its way into Nina's mind to learn how to reactivate Xavier's telepathy. Then Rogue and Piotr burst through the ceiling and ram Cerebro into the floor. It ports them, Kurt, and Remy into cocoons. Xavier apologizes to Nina and asks her to restore his power. He deletes himself from Cerebro's program while the X-Men free themselves. Cerebro activates its last resort, the Xavier Protocols, secret files that Xavier had thought destroyed. The Cerebrites horribly mutilate and kill all the X-Men. But Xavier smiles; they are in a simulated reality in Cerebro's mind, which Xavier has been manipulating. He isolates the Cerebrites, which the X-Men easily take out, and Marrow stabs Cerebro itself. It sends nanites through the power lines, still trying to catalog every human, and Xavier lets it happen. He and Nina go to the psi-plane and make Cerebro see humanity's minds. It realizes each person is special, overloads, and dissipates. The X-Men go home. Issue: X-Men II:85 Date: late Feb-99 Story: A Tale of Two Mutants (23 pages) Feature Characters: Prof. X, Storm, Nightcrawler, Wolverine, Colossus, Shadowcat, Rogue, Gambit, Marrow Regular Characters: Guest Stars: Villains: Magneto, Ferris Other Characters: Walter, William Jones, Cmdr. Rhodes Credits: Writer: Joe Kelly Pencils: Alan Davis Inks: Mark Farmer Letters: Richard Starkings & Comicraft/EM Colors: Liquid! Graphics Editor: Mark Powers Editor-in-Chief: Bob Harras Synopsis: Magneto sees humanity as a cancer, and he has the cure. The Center for Humanitarian Excellence building is upside down. Must be mutants. Magneto, incognito, walks up to the construction manager, Bill. The X-Men save patients from a burning, collapsing hospital, while Xavier observes. He is proud of them but has doubts about his own dream. Magneto tests Bill, goading him with bigotry, suggesting one of his crew is a mutant and offering to identify him. But Bill's a stand-up guy. Meanwhile, robots including Ferris glide to the magnetic north pole and build a base. The X-Men burst out of the hospital carrying newborns, the police assume as hostages. Xavier is about to break his rule and take over their minds, but Ororo tells the police they're here to help, and asks them to lower their guns. They hesitate, then decide to trust. Bill doesn't like hypothetical questions, so Magneto reveals himself and asks directly if he would like to kill him. Bill runs away, and Magneto chases him. Bill, freaked, says he wants him dead. Magneto takes this as proof of bigotry; Bill says no, it's because he's a sick, twisted monster. Magneto glares, then flies off to his new base. Xavier's dream is alive; Magneto prepares his army. Issue: X-Men II:86 Date: Mar-99 Story: Thanks for the Memories (21 pages) Feature Characters: Prof. X, Storm, Nightcrawler, Wolverine, Colossus, Shadowcat, Rogue, Gambit, Marrow; Maggott, Cecelia Reyes, Bishop, Cyclops, Phoenix (all in flashback) Regular Characters: Joseph Guest Stars: Quicksilver (in flashback), Gabrielle Haller Villains: Magneto and his Acolytes including Neophyte, Scanner, Mellencamp, Cargill, Kath, Kamal; Ferris; Astra; Exodus, Holocaust, the original Brotherhood of Evil Mutants: Scarlet Witch, Quicksilver, Mastermind, Toad (all in flashback); Dr. Alda Huxley Other Characters: Agt. Geller, Ambassador Grigorev, Sister Maria (in flashback) Credits: Writer: Alan Davis, Fabian Nicieza Pencils: Alan Davis Inks: Mark Farmer Letters: Richard Starkings & Comicraft/WA Colors: Liquid! Graphics Editor: Mark Powers Editor-in-Chief: Bob Harras Synopsis: Note: this is part 1 of the Magneto War and occurs after UXM 366. Joseph has Magneto's memories of the destruction of Avalon (iss. 43), Piotr putting him into an escape pod, and Astra rescuing him after landing in the Arctic. He questions her; she says she didn't rescue him, she cloned him with alien technology. She had been Magneto's first recruit to the Brotherhood, but she argued with his methods and left. Joseph is her tool against him, and she scans his recent memories. At magnetic north, Magneto powers an E-M field; the X-Men are on nearby Ellesmere Island with their crashed jet. Kurt tries to port with Logan to the Acolytes' jet overhead, but the E-M storm throws off his aim, and they fall from mid-air. Rogue, trying to catch them, flies in front of Piotr, who is conducting electricity and shocks her. In Genosha, mutates neverendingly rebel against magistrates, and Huxley makes plans. Astra learns Joseph and Rogue had a thing. She recalls memories of her using him against Magneto, whose mind she restored. She says powerful mutants have self-imposed limits so they don't burn out, which she omitted when she made Joseph. Magneto realized he was out-matched and fled. Astra sent Joseph after him; they battled in Central America, Magneto knocked him out, and a nun found him (iss. 46). The Acolytes debate rescuing the X-Men. Xavier sends his astral form to talk to them, but they're mad about his wiping Magneto's mind, and Scanner scrambles him, sending him back to his body. Logan wants to walk north to the coast, but Xavier has a plan. Ferris tells the UN to surrender. The Russians launch non-metallic nukes north. Magneto detects and tries to divert them, and they are triggered to detonate on his power. Magneto tries to divert the blast, while the X-Men take desperate cover under the snow. Note: continued in UXM 367. Issue: X-Men II:87 Date: Apr-99 Story: No Surrender! (22 pages) Feature Characters: Prof. X, Storm, Nightcrawler, Wolverine, Colossus, Shadowcat, Rogue, Gambit, Marrow Regular Characters: Joseph Guest Stars: Trish Tilby Villains: Magneto, Ferris, Astra, Dr. Alda Huxley Other Characters: Credits: Writer: Alan Davis, Fabian Nicieza Pencils: Alan Davis Inks: Mark Farmer Letters: Richard Starkings & Comicraft/Saida Colors: Javins, Vasquez Editor: Mark Powers Editor-in-Chief: Bob Harras Synopsis: Note: this is part 3 of the Magneto War and occurs after UXM 367. In the eye of the E-M storm, Magneto pits his skill against Joseph's unrestrained power, while Astra watches with glee. The X-Men arrive, and Kurt ports Astra away. She knows who he is and fights him. Rogue knocks Magneto down and tells him to stop, but he is super-charged and furious. Logan, Remy, Marrow, and Kitty join the attack. Joseph, no longer under Astra's control, starts repairing the earth's magnetosphere. Xavier telepathically anchors him, Piotr turns metal and collects nearby energies, which Ororo channels into Joseph. Joseph is tempted to abandon his humanity and help the planet by merging with it. Huxley burns a report that Magneto's E-M field is diminishing. Kurt removes Magneto's helmet, and Logan strikes him, claws extended. Joseph's body has aged, burnt out by his power. He warns the X-Men to leave before the base explodes, says farewell, and joins the ages. Astra ports away. Magneto refuses to surrender, and Rogue restrains Logan from killing him. Huxley arrives, having convinced the UN to give Genosha to Magneto: land for peace. Xavier has to put Logan's mind to sleep when he hears that one. The X-Men withdraw. Magneto's power is exhausted, but he has a new beginning. Note: continued in Magneto Rex limited series. Issue: X-Men II:88 Date: May-99 Story: A World Apart (22 pages) Feature Characters: Prof. X, Storm, Nightcrawler, Wolverine, Colossus, Shadowcat, Rogue, Gambit, Marrow Regular Characters: Cyclops, Phoenix, Beast, Archangel, Iceman, Psylocke Guest Stars: young Ororo Munroe Villains: the Trion, Juggernaut (Cain Marko), Black Tom Cassidy Other Characters: Oktid aliens including Ejulp Credits: Writer: Alan Davis, Joe Casey Pencils: Alan Davis Inks: Mark Farmer Letters: Richard Starkings & Comicraft's Wes Abbott Colors: Marie Javins Editor: Mark Powers Editor-in-Chief: Bob Harras Synopsis: Note: this occurs after UXM 368. Jean and Hank can't find a trace of the abducted X-Men on any frequency. They can do nothing but hope. Xavier and the abducted team members are in the middle of an alien war in a universe with alternative physics. Logan's perceptions are skewed; when Kurt tries to port he opens doors for monsters; Ororo's powers work directly against the aliens themselves; Remy's aim is out of control and he hurts Marrow; Xavier's astral form is much stronger. Ororo exults in her power and clears the battle away with a gesture. The Trion appear, and she collapses; Ejulp says they are the embodiment of this dimension's forces, and she overloaded herself. He brought the X-Men to stop the Juggernaut, at the suggestion of Black Tom, who appears. He says when Juggernaut's power was restored (UXM 361), he was possessed by Cytorrak and went on a rampage. He was so powerful he broke through dimensional barriers, drawing Tom after him. Cytorrak wants to destroy the Trion; they deflected him through other universes while they collected the X-Men. Xavier agrees to help, leaving his body behind but taking Kurt, Kitty and Logan. Ororo feels herself trapped in darkness and panics. A light and a voice come through a crack, telling her to be calm, and she will soon be free. Xavier leads past mindless monsters, and Logan can't handle the sensory input. He falls, and Xavier catches him. They instantly merge, and Xavier can't get out of his head. Ororo finds herself unburied and on the African veldt, facing her younger self. Xavier restrains Logan's killing instincts, nearly getting them both killed, then lets him go wild despite his distaste. Kitty and Kurt find them, and then a giant Juggernaut does. Note: continued in UXM 369. Issue: X-Men II:89 Date: Jun-99 Story: Yesterday's News (22 pages) Feature Characters: Prof. X, Storm, Nightcrawler, Wolverine, Colossus, Shadowcat, Gambit, Marrow Regular Characters: Guest Stars: Villains: Skrulls including replicants of Thunderbird I, Spider-Man, Thor, Cyclops, Nightcrawler, Vision, Capt. America, the Scarlet Witch, Storm, Sprite, Iron Man, Wasp, Hulk, Beast, Iceman, Wolverine, Sunfire, Magneto, Toad, Angel, Havok, Colossus, Juggernaut, Cannonball, Psyche, Quicksilver, White Queen, Capt. Marvel, Adam Warlock, Human Torch, Thing, et al.; Galactus, Nova Other Characters: Credits: Writer: Alan Davis, Terry Kavanagh Pencils: Alan Davis Inks: Mark Farmer Letters: Richard Starkings & Comicraft's Saida Colors: Marie Javins Editor: Mark Powers Editor-in-Chief: Bob Harras Synopsis: Note: this occurs after UXM 369. The X-Men reconnoiter the fake New York, and Kurt finds fake Shi'ar and other alien cities. Then he sees Thunderbird alive and ports away in terror. Ororo and Logan go to find medical supplies for Marrow and come across Spider-Man. He is off to "perpetrate a meaningless crime" and offers to team up with them; they pass. Remy is guilty over accidentally hurting Marrow and lashes out at Xavier. Kitty and Kurt watch fake Avengers fight fake X-Men, including themselves. Kitty grabs her doppelganger and replaces her to learn more. She finds the control room, filled with fake heroes and villains monitoring old broadcasts from earth. Xavier tries to read false Sprite's mind, but she is shielded. Kitty gets attacked by Thunderbird, Capt. Marvel, and Adam Warlock, all of whom should be dead. Warlock's gem stops her phasing. The Human Torch attacks Ororo and Logan. Ororo blasts him with a wet, winter wind, and he shorts out. The Thing pounds her, and he and Logan fall, and both get knocked out. Xavier realizes they are Skrull shapeshifters. Therefore the planet above is their homeworld, destroyed by Galactus, therefore this is the past. Remy has gone off with Marrow, since no one is caring for her. Galactus is coming. Issue: X-Men II:90 Date: Jul-99 Story: Eve of Destruction (22 pages) Feature Characters: Prof. X, Storm, Nightcrawler, Wolverine, Colossus, Shadowcat, Rogue, Gambit, Marrow Regular Characters: Joseph Guest Stars: Villains: Galactus, Nova; Skrulls including replicants of Guardian, Corsair, Hepzibah, Havok, Green Goblin, Capt. Britain, Medusa, Ch'od, Thunderbird I, Adam Warlock, Capt. Marvel, et al.; Astra Other Characters: Credits: Writer: Alan Davis, Terry Kavanagh Pencils: Alan Davis Inks: Mark Farmer Letters: Richard Starkings & Comicraft Colors: Gloria Vasquez, Marie Javins Editor: Mark Powers Editor-in-Chief: Bob Harras Synopsis: Note: this occurs after UXM 370. The Skrulls have finally realized that X-Men are among them. They think Galactus is a mutant trick and call for their destruction. Xavier, from the midst of the carnage, sends his astral form to Galactus, to appeal to his better nature. He says Xavier doesn't belong here and wonders why he wants to save enemies of his people. He shows him the Skrulls' thoughts: love of family, innocence of youth, "...for even one such as you cannot be impervious to the feelings of an entire race!" Logan gets overwhelmed by sheer numbers, but Kitty arrives with backup: the fake Thunderbird, Capt. Marvel, and Adam Warlock have agreed to help, to save their families. Remy fights off the Skrulls in the Shi'ar hospital while Marrow's treatment continues. Suddenly bones fly like shrapnel, and the Skrulls flee. Marrow rises from the medical pod, beautiful, with bone growth under control. Galactus rejects Xavier's argument because the Skrulls are attacking him. Xavier's astral form begins to disintegrate, and Galactus flicks him away, saying history is inevitable. Kitty and Logan fight toward an escape ship, and an explosion kills all the Skrulls. Fake Warlock is dying, so he mentally teaches Kitty to fly the Skrull ship. Xavier returns to his body, a failure. Kitty picks up all the X-Men and zooms away, just as Galactus destroys the planet. Kitty plots a slow course back to earth and puts everyone in stasis, so a seeming instant later they arrive home in their own time. Well, not exactly: Magneto is at magnetic north (iss. 87). They realize they might be able to save Joseph, but history is inevitable, and they are blasted off-course by the E-M pulse. Issue: X-Men II:91 Date: Aug-99 Story: Technical Difficulties (22 pages) Feature Characters: Prof. X, Storm, Nightcrawler, Colossus, Shadowcat, Rogue, Gambit, Marrow Regular Characters: Guest Stars: SHIELD including Col. Nick Fury, Maj. Remington Sole, G.W. Bridge; Machine Man (X-51); Douglock, Deathlok Villains: Skrull Wolverine, Red Skull Other Characters: Credits: Writer: Alan Davis, Terry Kavanagh Pencils & Inks: Andrew Robinson, Dan Panosian Letters: Richard Starkings & Comicraft Colors: Marie Javins Editor: Mark Powers Editor-in-Chief: Bob Harras Synopsis: Note: this occurs after UXM 371. Rogue picks out something to wear for Remy's return. Sole has got SHIELD to recreate Deathlok by purging a man's mind and X-51's AI and merging them. Fury wants it stopped. Kitty, Kurt, and Piotr examine T-O ashes on Muir and worry that Douglock has reverted to Phalanx. They see the SHIELD craft take off and realize he was captured. Rogue sees Marrow, beautiful, on Remy's arm and jumps to conclusions. She plans to brief them on Magneto (see Magneto Rex limited series), and Remy takes Marrow to the infirmary for tests. The SHIELD ship docks with the Helicarrier; the pilots have been taken over by Douglock, who is himself being controlled. Marrow goofs with Remy, to Rogue's dismay. Ororo asks Wolverine if he still wants to kill Magneto (UXM 368), but he has rethought it. Fury realizes his agents are being taken over. Kitty, Kurt, and Piotr board the Helicarrier. Red Skull kicks Douglock to enforce obedience. Issue: X-Men 1999 Date: 1999 Story: Metal Works (39 pages) Feature Characters: Storm, Nightcrawler, Colossus, Shadowcat, Rogue, Gambit, Marrow Regular Characters: Guest Stars: SHIELD including Col. Nick Fury, Maj. Remington Sole; Machine Man (X-51); Deathlok, Douglock; Doug Ramsey, Wolfsbane, Psyche, Sunspot, Cannonball, Warlock, Capt. Britain, Meggan, Capt. America (all in flashback) Villains: Red Skull Other Characters: Credits: Writer & Pencils: Alan Davis, Rick Leonardi, terry Kavanagh Inks: Bob Wiacek Letters: Bullpen/DS & PT Colors: Joe Rosas Editor: Mark Powers Editor-in-Chief: Bob Harras Synopsis: Red Skull has taken over Douglock, who has taken over the SHIELD Helicarrier and much of its crew. Although his human part his horrified, his Phalanx part likes it. Kurt sees that SHIELD are under mind control and nabs one. Fury finds him, Kitty, and Piotr on his ship and wants answers. Douglock reviews the history of Red Skull: Nazi villain who tried to use the Cosmic Cube to control reality but nearly got absorbed into it, so he wished himself away to a world he could control. He found himself on Muir with Douglock and took control of him. SHIELD investigated and got ambushed. Ororo tries to send Marrow's medical tests to Muir but finds Phalanx interference. Red Skull laughs at the new Deathlok, but he likes its control systems and forces Sole to implant them into SHIELD agents. Fury strategizes with the X-Men, conceding to their leadership. He and Kurt go to disable the Helicarrier while Kitty and Piotr rescue Douglock. Douglock finds a loophole in Red Skull's instructions. He activates Deathlok and X-51. X-51 stops Piotr and Kitty before they enter a radioactive area and says Douglock ordered Deathlok to assassinate him so Red Skull can't use him. Kitty races to him. Sole finishes putting the SHIELD agents under the control of Red Skull, who sticks the last mechanism into Sole's brain. Fury and Kurt explode part of the ship and defend themselves against Red Skull's agents. Piotr and X-51 rescue those still unaffected, and X-51 extends his legs to let them slide to a beach below. Deathlok raises a gun to Douglock, but Kitty interrupts. She phases through his interface cables, trying to disrupt them, but just gets herself knocked out. Kurt bamfs away with Red Skull's control gauntlet, freeing Douglock, the agents under his control, the Helicarrier, and Deathlock. A stray blast knocks away X-51's hands, and he falls, leaving Piotr alone against SHIELD's droids and LMDs, but then the X-Men arrive and clear decks. Fury insists they abandon ship, leaving it in Red Skull's hands, with the agents under his control. Recapturing it will wait for another day. He tells the X-Men they were never there and prepares for another Senate investigation. Note: Douglock (as Warlock), X-51, and Deathlok start their own series, and promos follow.
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