The Uncanny X-Men (1981)

Publication

Written by Chris Claremont with art by John Byrne and Terry Austin, this issue concludes the two-part "Days of Future Past" story started in issue 141. This is the first actual issue of Uncanny X-Men. Issues 1-141 are officially The X-Men (volume 1). This issue has been reprinted in Classic X-Men, an Essential X-Men trade paperback, and in several editions of X-Men: Days of Future Past.

Plot Summary

In the year 2013, Katherine Pryde tries a desperate gamble to save mutantkind from extinction. Projecting her mind across time into her teenage body in the past, Pryde convinces the X-Men to save the life of anti-mutant Senator Robert Kelly from the reformed Brotherhood of Evil Mutants now being led by Mystique.

The brotherhood attacks and initially seem to have the upper hand, as the X-Men are being led by the still untried Storm in the wake of Cyclops' departure. Professor Xavier and Moira McTaggert are hurried away by a policeman, who is actually Mystique in disguise. She subdues them and uses them as hostages. Kate/Kitty/Sprite decides to remain close to Senator Kelly in case any of the Brotherhood manages to elude her teammates. The United States Army attempts to prevent the Brotherhood from advancing, but are thwarted by the Blob and Avalanche. Colossus works to help the military, while Wolverine is burned by Pyro's flame creature. He is saved by Storm. Logan finds himself confronted by two Nightcrawlers. He decides to use his claws to find out which one is his teammate, gambling that the doppelganger has only copied Kurt Wagner's appearance, and not his powers. Storm forbids him from using his claws in non-lethal situations. The heroes manage to beat their foes, and the second Nightcrawler is revealed as Mystique, astonishing the true Nightcrawler with their physical similarities and the fact that she knows, not just his true name, but that of his foster mother.

Meanwhile, Kate Pryde's teammates in 2013 infiltrate a Sentinel base in order to prevent the malevolent robots from spreading their influence across the globe. One by one, the remaining X-Men are slain until only Rachel Summers and the unconscious Kitty Pryde remain.

In 1980, Mystique escapes and the X-Men realize that both Sprite and Destiny are unaccounted for. Destiny intends to kill Senator Kelly with a crossbow but Katherine manages to throw off her aim at the last moment before her mind gets exchanged with Kitty again. Before they leave, Storm asks Kelly to consider that mutants can be both good and bad, and to reevaluate his stance on mutants. Later, the X-Men wonder if they’ve managed to alter the future Kate came from.

One month after the battle, the President of the United States meets with Kelly, Henry Peter Gyrich and Sebastian Shaw in private. Based on Kelly’s recommendation, the President advocates for Project: Wideawake, to be led by Gyrich, a program that includes the use of Sentinels to deal with the perceived mutant menace.

Legacy

This story has had far-reaching consequences within the X-Universe, and is the basis for the 2014 X-Men: Days of Future Past film. In the film, though, Katherine Pryde facilitates the transference from present to past by placing the subject's mind "out of phase," and it is Wolverine who travels back because his healing factor makes him more likely to survive any anticipated physical trauma from the process. Also, it is Bolivar Trask (played by Peter Dinklage) who the heroes are attempting to save from Mystique.

When Kitty Pryde is left behind at the mansion alone, she's attacked by a N'garai demon. Can the newest X-Man handle the villain all by her lonesome?

It’s Christmas Eve but all of the X-Men are busy and leave Kitty behind at the mansion alone. Scott Summers calls from Florida, where he starts to work as sailorman for Lee Forrester. Later the mansion is attacked by a N’garai demon. Kitty tries to escape and phases through floor and walls but the demon keeps up. She lures it into the Danger Room, but it trashes every single weapon that the room throws at it. Finally Kitty escapes into the Hangar and manages to fry the demon with the Blackbird’s afterburners. Later the X-Men return with Kitty’s parents as a surprise, they are proud how well she handled the situation.

John Byrne ends his penciling duties with this issue.

Know fear as D'Spayre will mean your end. Can Man-Thing help Cyclops overcome his own fear and escape the death-grip of D'Spayre?

Jock Forrester kills himself in the Everglades after learning that he is incurably cancer. His pain draws the Man-Thing close and his death frees the demon D’Spayre, who temporarily destroys the Man-Thing and takes on Forrester’s form. He calls Forrester’s daughter, Lee, on the phone, inviting her to visit him. Lee is Captain of the trawler Scott Summers is working on. She invites him to come along visit her father. They are expected by D’Spayre, who imprisons them. He forces Cyclops to relive bad times in his past turned into nightmare scenarios, until Scott can’t take it anymore and jumps out of the window. Outside, he is joined by the reborn Man-Thing and, together, they face D’Spayre once more. Scott now realizes that it is despair that gives the demon strength and, refusing to give in, he finds the strength to hold him, just as the Man-Thing finds the strength to beat him – for the time being. Cyclops takes the unconscious Lee and leaves the burning house. Back at the X-Mansion, the X-Men are still trying to repair the damage to the house done by Sprite’s battle with the demon. Angel offers to help with the costs and Wolverine and Nightcrawler make fun of Kitty, who takes their taunts more serious than they were intended.

The X-Men are coerced into rescuing Arcade from the maniacal grip of the tyrant Dr. Doom!

Ororo and Stevie Hunter's trip to the ballet is interrupted by Miss Locke, who explains she needs the X-Men to rescue Arcade from Doctor Doom. She has captured the Greys (Jean's parents), Moira MacTaggert (Banshee's girlfriend), Candy Southern (Angel's girlfriend), Amanda Sefton (Nightcrawler's girlfriend) and Illyana Rasputin (Colossus's sister) to ensure their cooperation, and takes Stevie to complete the set. Storm informs Professor X, who summons Ex-X-Men Havok, Polaris, Iceman and Banshee to the mansion, as they need help to rescue their loved ones. While the four newcomers prepare to rescue the hostages from Murderworld, the rest go to Doom's castle. Storm's attempt to distract Doom while the others rescue Arcade fails, and Storm finds herself transformed to chrome, while the other X-Men are easily defeated. Meanwhile, Scott and Lee Forrester find themselves stranded on a deserted island after a freak storm; Scott is without his ruby quartz glasses.

The reserve X-Men attempt to save the team, but can they navigate Murderworld?

Doom, still in a foul mood due to the X-Men attacking him and interfering with a "business deal", places each of the X-Men in a prison cell intended to test their abilities – if they fail, they die. Storm, confined in her own body after having been turned into living chrome, is subconsciously calling forth a great tempest, striving to be free or dead. Havok, Iceman, Polaris and Banshee find their way into Murderworld, and fight for their lives against the out-of-control traps, systems and weapons. Together they eventually free the hostages with Professor X's telepathic aid. Back at von Doom’s, Nightcrawler has taken a risk and teleported out of his featureless cell. In the massive storm caused by Ororo, in the Bahamas, Scott loses his blindfold, causing his optic blasts to be revealed to Lee.

The X-Men still find themselves unwilling vistors of Castle Doom and it will be up to Storm to take a risky endevor in order to escape.

While the great, global storm created by Ororo’s imprisoned subconscious rages, the X-Men, imprisoned in Dr. Doom’s castle, pass his various tests and escape from their cells, heading for a rematch. After a brief struggle, Doom agrees to release Storm, thinking to use her distraction to cover his escape. Storm, however, has gathered enough raw power to defeat Doom easily, and in the process has lost touch with her humanity, casing her to attack the X-Men as well.

Colossus uses the memory of Dark Phoenix to bring her to her senses, and she manages, with great effort to dismiss the tempest she created. Doom agrees to turn over Arcade after he has apologized. Meanwhile, Scott and Lee bond during the storm, Lee on the road towards accepting Scott's mutant abilities. They eventually succumb to the storm on the Caribbean island only to awake to discover a city has appeared apparently overnight.

It's Girls Night Out, but when Kitty disappears, will they find a new threat or a new ally? Plus, Cyclops is confronted by the master of magnetism Magneto!

Angel leaves the X-Men since he can’t stand Wolverine’s feral tendencies and behavior anymore but Storm surprisingly stands up for Wolverine and quickly is pronounced leader by Professor X in place of Angel. Spider-Woman brings a young woman to the school; she turns out to be Banshee’s daughter, Siryn, of whom he had no knowledge. Moira is a little bit jealous of Sean's daughter, because she couldn't give him a child, since her last one become the evil mutant Proteus. After Kitty has recovered from her illness, to celebrate, Storm, Spider-Woman, Stevie Hunter and Kitty Pryde go out to see Dazzler perform, but the concert is disturbed by Caliban who sensed beings like him. The overeager Kitty tries to deal with the crisis but is captured by the inquisitive and panicky Caliban. Spider-Woman and Storm rescue her while Dazzler deals with the angry, anti-mutant crowd. It turns out that the ugly mutant was feeling lonely and only wanted a companion. The incident makes Kitty realize how bad she has been treating Nightcrawler because of his strange looks. In the Bermuda Triangle, Scott Summers and Lee Forrester investigate the strange city that raised in front of them. After discovering that it is a high-tech home base for someone, they literally run into Magneto.

Synopsis

Cyclops and Lee Forrester are washed ashore of an island that didn't previously exist. The two wander the island in search of help but come up with nothing. The city seems to be from the depths of the ocean, as everything is covered in slippery moss. This is a problem for Cyclops because he's lost his visor and must keep himself blindfolded. As the two continue around the seemingly alien city, Cyclops wonders how much about himself he can tell Lee about. She ends up making the first move by trying to get a little physical, but Cyclops is sure that he isn't prepared for any sort of deep relationship. Lee gets frustrated and leaves Cyclops by himself. Cyclops then gets frustrated after tripping and rips off his blindfold, shooting his uncontrollable plasma burst into the sky. Lee returns shortly and the two reconcile.

At Xavier's Mansion, Wolverine and Nightcrawler engage each other in a live practice session. Nightcrawler runs into the woods and doubles back with his teleportation power in hopes of tricking Wolverine. Watching from the trees, Nightcrawler sees Wolverine stop, supposedly confused about the trail Nightcrawler left behind. Oddly, Wolverine disappears from plain sight. Nightcrawler waits but soon grows nervous about Wolverine's absence and teleports to the ground. Wolverine pounces and the training session is over.

Meanwhile, an argument is taking place between Storm and Angel. Storm feels Wolverine is worthy to be an X-Man because of his potential for good. All Angel sees is a killer that could go off at any moment. Angel leaves in a huff before a decision can be made. Professor Xavier doesn't have an answer so he turns his mind to other things. He sends Nightcrawler to fetch Sean Cassidy from the hangar. Sean arrives at the mansion and sees a young girl waiting. He asks is she needs help. She gives him a letter. The letter is from Black Tom, Sean's cousin, and it explains how the young woman is actually Sean's daughter Theresa that Sean never knew about. Overjoyed, the two embrace. Professor Xavier breaks the mental eavesdropping and tells the X-Men that the news went well. Moira grows jealous and leaves. Storm asks what her problem is and Moira explains that she may be a bit jealous of the relationship that Sean and Theresa have the potential of having.

Days later, Storm, Stevie Hunter, Spider-Woman, and Kitty Pryde hit the town to enjoy a show put on by Dazzler. Down below, a shadowy form emerges from the sewers in search of companionship. He senses his kind an a nearby building and makes his way towards the women. Guards try and stop him on the main level but the being, Caliban, is able to propel their emotions back at them. He emerges on the floor of the club where Dazzler is already putting on a brilliant show. His presence alerts the X-Women and Kitty quickly slips away to see what the problem is. Dazzler notices the conditions and creates a light diversion so that Storm and Spider-Woman can leave undetected. Caliban captures Kitty and begins to leave but Storm and Spider-Woman intervene. Caliban hurls a table at Storm. Spider-Woman tries the one-on-one approach but gets thoroughly beaten. Caliban then leaves the building with Kitty as his "friend."

Down below, Storm and Spider-Woman have caught up to Caliban and they are finally able to reason with him. He is simply a lonely, ugly mutant who wanted a friend. He sees he went about finding friends the wrong way. Kitty later reflects on this and regrets ever being repulsed by Nightcrawler's appearance.

Back on the mysterious island, Cyclops and Lee awaken to a new day. This new day comes with new surprises as Magneto shows up to welcome the pair to his island home.

When the X-Men arrive at Magneto's abandoned Antarctic base, they find it's not so abandoned. Garokk is there to ward off intruders, especially the X-Men.

Professor Xavier is very suspicious at Magneto's long absence and searches for him using all resources at hand including his telepathic powers and technology. Kitty makes herself a flamboyant and individualized costume and intends to show it to Xavier but accidentally short-circuits his computers when she phases into his office. She gets yelled at and the other X-Men try to cheer her up. Later on, wanting a more hands-on-approach, Xavier sends the team to check out Magneto‘s old volcanic Antarctica base for any clues and Kitty stows away in the Blackbird. Once there and after searching a bit, they run into Garokk, who had apparently survived the fall, the same one Storm could not save him from. Seething with vengeance and hatred, he attacks the X-Men and quickly defeats the team. He attempts to throw the unconscious Ororo into a similar shaft as his coup de grace. Luckily, Kitty comes up with an idea for Wolverine to throw her. She phases through Garrok, inflicting pain on him and causing him and Ororo to fall. Later, Kitty is able to rescue Storm since her fall was stopped by a ledge. On the mysterious island in the Bermuda Triangle, Magneto provided Scott and Lee with clothes and says that he knows who they are so Cyclops could remove his blind fold, as his mutant powers won’t work anyway.

The X-Men take on their greatest nemesis Magneto, but will they have to resort to killing him once and for all?

Magneto gives the world’s governments an ultimatum. They are to relinquish all governing power to him or he will destroy the world. When a Russian submarine attacks his island, he destroys it and the uses his new machine to create a volcano under a Russian town. His prisoners, Cyclops, who is powerless thanks to another device of Magneto’s, and Lee Forrester decide they must stop him, though they don’t yet know how. In the meantime, the X-Men have been searching the area in their plane, looking for the disappeared Scott. When they fly over the island, the forcefield causes the plane’s controls to go haywire and they crash into the ocean. Without Magneto noticing, they join up with Cyclops and Lee. While their powers are gone, Cyclops reminds them that they still have skills and that hey have to stop Magneto. The men try to destroy the device Magneto uses to move the earth crust, while the women go looking for his computers. They soon find them but Kitty finds she cannot make head or tails of his notes, as they are written in a foreign language. Storm scout the rooms and finds Magneto asleep. She debates whether to kill him but hesitates too long. As he awakens and finds her with a knife, he magnetically tosses her outside the room, which is a quarter mile above the ground. Professor Xavier is on a yacht not too far away. He mentally attacks Magneto but the villain simply uses his powers to bring Xavier’s wheelchair – and Xavier as well – to him. He then takes Kitty and Lee prisoner and confronts the rest of the X-Men, who were just successful in destroying the machine – for all the good it does them, as Magneto easily reassembles it with his powers. Storm has survived, though, managing to hold onto a projection outside Magneto’s room. She returns to the lab and destroys several computer controls. As the X-Men’s powers return, Cyclops hits Magneto with an optic blast and the team fights him, soon joined by an angry Storm. While the others battle, Cyclops asks Kitty to find Magneto’s data banks and destroy them. Kitty finds them and phases through the system, destroying the data. Magneto notices that and joins her in the lab. He is so furious that he doesn’t know what he’s doing. Trying to get away from him, Kitty phases. As she phases though his electrical field, it causes him pain and he responds with a nearly lethal does of electricity. Seeing Kitty’s limp form, he comes to his senses and realizes what he’s done. Scared by his past in the Nazi deathcamp, Auschwitz, he had vowed to create a safe future for mutants and now he has killed a child of his own species. Storm joins them, intent on killing him, but faced with his genuine grief and remorse she refrains from doing so, suggesting that it is not yet too late for him to change. Magneto leaves and Kitty survives, thanks to her phasing power. In fact, she’s recovered enough to play a joke on the others. Xavier isn’t too bothered about Magneto’s escape. He believes that this time they were able to challenge Magneto’s dream and there is a chance that he might come out of the experience a changed and better man.

Kitty's parents have her removed from Xavier's school. But they end up enrolling her in an academy run by Emma Frost, the White Queen of the Hellfire Club.

After receiving a sharp and formal letter from the Pryde's, a sorrowful Charles Xavier informs Kitty Pryde and the rest of the X-Men that the Pryde's are withdrawing their daughter from the school. They react with a mixture of anger, sadness, and confusion. Instead, she will be sent to The Massachusetts Academy, the headmistress of which is Emma Frost, the White Queen of the Hellfire Club, a sworn enemy of the X-Men, especially Kitty Pryde. In a conversation with Storm, Kitty expresses her fear of Frost and her anger at her parents, feeling that these events are related to their pending divorce. Storm, who lost her parents at a young age, sympathizes with Kitty’s confused feelings of betrayal. Knowing she will miss Kitty, Storm decides to drive her to her new school, which Kitty dislikes immediately. While waiting in a lounge at the Academy, Storm is ambushed by the White Queen, who uses a special gun in association with her powerful telepathic powers to switch their bodies. Soon after departing the Academy, “Storm” contacts Sebastian Shaw and tells him to initiate “phase 2” of their plan once she reaches Xavier’s school. Once she arrives there, she finds that Shaw has gone ahead with the second phase early, as Sentinels under Shaw's wealthy and manipulative control are attacking the school. With her help and using Storm's power with brutal precision, the remaining X-Men are taken prisoner. Elsewhere, the real Storm, in Emma Frost’s body, escapes her captors, unwittingly utilizes the sinister telepath's abilities and finds Kitty. Her young friend doesn't recognize her, of course, thinking her to be an enemy. Attempting to stop Kitty from phasing through the floor and escaping, Storm accidentally zaps Kitty with a abnormally high-level psi-bolt knocking her through the floor and as Kitty lies unmoving, Storm panics and weeps hysterically, fearing she has committed murder, the very act that she had sworn never to commit. But not any murder. The murder of her close friend and daughter-figure, Kitty.

When the White Queen takes over Storm's mind, will Ororo be lost forever?

Pursued by Emma Frost (in Storm’s body), Storm (in Emma’s body) makes her escape from the Massachusetts Academy with Kitty Pryde. Kitty awakens and is frightened, thinking that Storm is Emma. She attempts an escape and Storm’s efforts to stop her result in the car going off the road and down an embankment. Kitty falls separately, protected by her phasing power, while the car explodes upon impact. Emma leaves, thinking them both dead. Kitty finds what she thinks to be the body of Emma Frost, lying just outside the fire from the car’s explosion. Though Kitty does not believe her at first, Storm manages to convince Kitty to help her, since she cannot take the risk of the other X-Men being in danger. Meanwhile, the other X-Men, still thinking that Emma Frost is dead from an early issue, believe Storm has become the new White Queen at Shaw’s side. Guards take Wolverine from the room where they are being held captive. Storm and Kitty are picked up by Stevie Hunter and driven back to the mansion. After dropping them off and saying goodbye, Stevie is captured by Emma and Shaw. Within the mansion, Harry Leland seemingly kills Wolverine in the Danger Room, but it is merely the appearance of death, created by Amanda Sefton. Remembering when Jean told her about the nature of telepathy, Storm uses Emma’s powers to help Kitty unlock mansion’s hanger’s hatch, as Kitty is able to phase through the earth to get to it. The two manage to get inside before Emma and Shaw, still patrolling the outdoors, attack them. Inside, Kitty finds Wolverine and they exchange information. Kitty frees the X-Men by phasing through their inhibitor collars. Shaw is thrown by Colossus through a hole in the wall that Shaw had created, into the lake. The X-Men and the members of the Hellfire Club battle until a freak storm appears. On his way back, Shaw is struck down by an extremely intense bolt of lightning. Emma has over-exhausted Storm's elemental powers over the weather and can no longer control, being overwhelmed. Storm, upon realizing this, forces a psionic rapport with Emma in order to control the storm and then uses the persona exchange gun to switch their bodies back. All this occurs far up in the sky. Emma falls and Storm saves her just before impact, a favor for which Emma shows her appreciation by viciously attacking Storm. Her patience depleted, Storm goes wild and intends to kill Emma, but is stopped by Wolverine’s reasoning that Storm had sworn to never take a life, even one as despicable as the White Queen. Since both groups fear exposure, they agree not to involve the authorities. Emma explains that, until Shaw recovers, the X-Men have nothing to fear from the Hellfire Club but, inwardly, vows that someday, someway the X-Men will all die and Kitty Pryde will be hers.

Presenting, Kitty's Fairy Tale. Featuring the evil Dark Phoenix, the wizard Xavier, dragons, magic, and much more!

After the attack upon the Xavier Institute by the Hellfire Club, the school was demolished. Cyclops, Colossus, and Wolverine begin the rebuilding process by cleaning up the rubble, to the demolished mansion, but Xavier, from afar, fears the cost may be too high. In the meantime, while Carol nurses Storm's bodily injuries done to her body when the White Queen was inhabiting it, Kitty tells the frightened Illyana a bedtime story and soon all the X-Men eavesdrop. Kitty’s story is a fantasy retelling of a mix between the introduction story with the all-new, all-different X-Men, Days of Future Past story and the Dark Phoenix Saga story. She includes herself as the heroine, Nightcrawler as a society of chibi version of himself called Bamf, Colossus as her true "friend" and companion, Wolverine as a grumpy dwarf, Storm as their goddess guide, Jean as the missing and hurt princess transformed in the Dark Phoenix, Cyclops as the grieving prince whose eyes are always in shadow, Professor X is a genie, and Carol is a hunter tracking them down. The fairy tale has lots of humor and a happy ending, much to the joy of her friends, especially Cyclops.

The Starjammers arrive in time to deal with an interplanetary menace.

X-Mansion: Storm and Cyclops are playing handball with their powers, and exhausted, finally call the game with it being tied - neither able to gain an advantage over the other.

Just outside the solar system: A Shi'Ar ship piloted by Corsair heads rapidly earthward, passing Voyager II during its long trip between Saturn and Uranus. Corsair is surprised by the sudden appearance of a Shi'Ar warship.

Magneto's Caribbean Base: The X-Men are appropriating the island base for their own use. Presently, Colossus is unloading crates of equipment and supplies. Carol Danvers is up above doing some soul searching when Wolverine comes up to her. Wolverine tries to comfort her, but Kitty interrupts.

Above Earth: Corsair speeds towards earth, only to be fired upon by Shi'Ar ships that have arrived before him! He flies into the gauntlet and crash land at X-Mansion's lake. Cyclops and Storm save him from the explosion while he remembers about the day when his plane was attacked by Shi'ar forces, and he had to left his sons Alex and Scott behind and her wife was murdered.

When he awakes he and Cyclops realizes they are father and son, but before further explanations, Sidrian Hunters attack them and destroy the Mansion. Storm and Cyclops manages to defeat the aliens together and at the end Corsair kill the creatures by exploding an oil tank - also killing some workers and causing severe polluting issues. Cyclops asks for explanations and then he says that Shi'ar emperie is under attack, Lilandra was kidnapped and they are coming to Earth to fight.

Cyclops learns that Corsair is his father, but there's no time for a family reunion as the Brood arrive.

Corsair, Cyclops and Storm are inside Blackbird after the battle against Sidrian Hunters last issue. Scott argues with Ororo because she haven't told him Corsair is his father, and she says Jean asked her not to, and Corsair says he is the one who had told Jean not to tell him, because he doesn't want Scott to get hurt again.

Suddenly they are transported to a Shi'ar spaceship, with Xavier, Colossus, Nightcrawler, Kitty and Wolverine. There they find Gladiator, Starbolt and N'rill'iréé from the Shi'ar Imperial Guard, Lord Samedar and Araki, who tells them about Lilandra's kidnapping and how they plan to invade Earth. Professor X tells them not to do so, and that he and the X-Men will find and save Lilandra. Kitty and Nightcrawler stay at the spaceship while the others go back to Earth.

At Avengers' Mansion they can only find Jarvis and Tigra to help. Storm and Corsair are then attacked by Deathbird and the Brood. The others arrive to help and after a battle against the Brood they win, but Deathbird manages to strike Peter and escapes with Professor X.

At the end, Peter is almost dead and the cops arrive to arrest the X-Men.

This is the first appearance of the Brood.

Can the X-Men and Starjammers combined drive back the Brood warriors?

After last issue's battle against Deathbird, Colossus is deadly injuried and the cops are making questions to Tigra and the X-Men. Suddenly the Starjammers show up, rescue the X-Men and heal Colossus with the help of Sikorsky. Back in Shi'ar spaceship, Nightcrawler and Kitty watch Colossus's death, and Lord Samedar is a traitor working with Deathbird. Xavier and Lilandra are both in a cell inside Deathbird's spaceship, but the Starjammers are after them.

Corsair tells Cyclops about what happened 20 years ago in Alaska when he was attacked by the Shi'ars and kidnapped with his wife Katherine, leaving Scott and Alex behind. It was D'Ken who had killed his wife, and years later he had met Ch'od, Raza and Hepzibah and started the Starjammers to destroy the Shi'ars.

Suddenly the Starjammer is swallowed by a giant alien and they are attacked by the Brood. Colossus is better and battle against the aliens with Wolverine, Storm and Hepzibah, while Cyclops and Corsair help Xavier and Lilandra.

At the end Lilandra tells them if they don't call Araki in 6 hours, he will destroy the Earth, but Waldo tells that isn't possible.

Whose side is the Imperial Guard on and what mystery has been hatched on the Shi'ar homeworld?

The X-Men are trying to fix the Starjammer after last issue battle against the Brood and Deathbird. An explosion throw Wolverine into space but Hepzibah save him and then Cyclops save her, but Colossus got his injuries from the last encounter with Deathbird back. Sikorsky save him again. Lilandra tries to send a message to Araki and stop the attack on Earth, but Lord Samedar had already kill him and took control of the spaceship. Xavier tries to send a mental message to Nightcrawler and Kitty inside Shi'ar's spaceship, but is attacked by a huge mental power and pass out into a comatose.

Nightcraler and Kitty decides to fight the Brood by themselves or the Earth would be destroyed. Kitty disguises herself as Dark Phoenix and scares the Imperial Guard and the guards, while Nightcrawler kidnaps Oracle. They explain that Samedar is a traitor and after she read their mind she agrees to help and call Gladiator and Starbolt. The rest of the Imperial Guard attacks them falling the orders of Lord Samedar and a battle between the two X-Men, Gladiator, Oracle, Starbolt and N'rill'irēē against Blackthorn, Fang, Hussar, Neutron, Webwing and Warstar begins. The X-Men side was almost winning when Samedar press a button and explodes a Brood device attached to Warstar ending the battle. Kitty is also attacked and defeated when trying to reach the central computer of the ship.

Lord Samedar orders to destroy the Earth but at the last moment the Starjammers shows up and stop the blast from getting on Earth. Lilandra finally reaches her ship and orders to imprison Lord Samedar as a traitor.

Storm, Wolverine, and Carol Danvers sneak into the Pentagon, but find Rogue in the halls of power!

The Starjammers are working out with Carol Danvers, who lost her mutant powers to Rogue but is still in extraordinary shape, thanks to her modified genes. Scott introduces Corsair to Alex as their father. The X-Men see a TV interview interview with Senator Kelly that leads them to believe the government will soon start investigating mutants. Moira tells everyone that Charles worked with the government when he first created the X-Men (with the FBI agent Fred Duncan), and that the government has records of all of them! Carol, Ororo, and Logan sneak into the Pentagon under false papers and erase the records. However, while they're there they run into Mystique (hiding under her Raven Darkholme persona) and Rogue, and several battles unsue. At the end, Carol erases her and the X-Men files from the Pentagon's computers, Rogue sneaks away and Mystique gets arrested.

I never did find out what those two were doing in the Pentagon...

The immortal Dracula attempts to make Storm his undead bride. But Ororo isn't going to be turned to a vampire without a fight.

The X-Men Colossus, Nightcrawler, Sprite, Storm and Wolverine suddenly enters Misty Knight's apartment in NY, but they find her roommate Harmony Young instead. After a brief explanation, she allow them stay there for a while. Kitty has to visit her parents and Ororo goes with her, but never comes back. She is attacked and sent to the hospital with severe injuries at her neck. She left hospital even after the doctor saying not to and stay in her bedroom for two days.

When Kitty gets back she realizes that Storm has become sensitive to sun light, afraid to her Jewish-Star necklace and with injuries at her neck...Then Dracula appears at Storm's room, Kitty was watching and attacks him, but Dracula and Storm flies away together.

Kitty explains everything to the X-Men and Wolverine manages to find Storm at Belvedere's Castle in Central Park. There they are attacked by Dracula himself and some wild dogs. While they fight Dracula, Kitty enters the Castle looking for Storm but is attacked by her transformed into a vampire. Then Kitty tells Ororo to resist and if she really loves her, she couldn't kill her and the X-Men. That works and Storm attacks Dracula. After a fight where Dracula changes into a human bat, he says that he really likes Ororo and will let her alive for now. Then he flies away in the night.

At the end the X-Men go back to Misty's place and get a call from Moira, telling that Professor X had got worse.

Notes:

• Ranked #15 in Wizard Magazine's list of "100 Best Single Issue Comics Since You Were Born".
• This story continues in Uncanny X-Men Annual #6.

Belasco and his demon hordes are looking to use Illyana for their nefarious purposes. Can the X-Men save Colossus's sister?

While the X-Men go through a training exercise on their island headquarters, the evil sorcerer Belasco lures Colossus' little sister Illyana away from the X-Men's side. Sprite notices that Illyana is taking off, follows her into a temple and steps on a light circle that teleports her away. Noticing that both girls are gone, the X-Men follow their trail to the temple, where they too are teleported away by the light discs. All of them are taken to an other-dimensional Limbo, but they arrive in different locations. When Kitty awakes, she is approached by Nightcrawler, who starts touching her lewdly and Kitty realizes that this is not the Nightcrawler she knows. She flees right into the arms of Belasco, who imprisons her in a magical crystal and separates her skeleton from the rest of her body, keeping it aloft in front of the crystal. He then turns to Illyana and hands her a magical locket, promising her that she'll ascend to a glorious destiny. This scene is watched by the real Nightcrawler, crouching in the shadows. He approaches his evil double and after defeating him, takes his place at Belasco's side waiting for an opportunity to strike. Colossus and Storm arrive in a labyrinth, and Ororo is attacked by a multitude of tentacles. Colossus tries to help, but another disc of light teleports him away. Storm thinks herself doomed, but a cloaked figure magically transforms her into an amalgam of Wolverine, Colossus and Nightcrawler, enabling her to free herself, before she faints. Ororo wakes up in a lovely familiar-seeming home, normal and healed, with fresh clothes and an amulet by her side. Wolverine in the meantime is confused as he found traces of his teammates, but they are much too old. His confusion grows, when he finds the corpse of an elderly Colossus. Wolverine is then approached by Belasco's servant S'ym, who claims he killed Colossus. Their fight is short and just as Wolverine is about to be killed, another teleportation circle kicks in and he is safely sped away. S'ym is joined by the real Colossus, who is mystified by his dead double. S'ym injures him and quickly gains the upper hand in their fight, until he is diverted by the returned Wolverine. Colossus uses that chance and kicks the demon into the next teleportation circle. Wolverine explains that he was found and sent to Peter's side by the mysterious cloaked woman (who earlier helped Storm). She teleports them to Belasco's throne room, and Nightcrawler and Storm join them in fighting the sorcerer, who flees. The cloaked figure turns out to be an older version of Storm with magical powers. She restores Kitty and then urges the X-Men to leave with the amulet Storm took. While she hold off the demon horde the returned Belasco brought with him, the X-Men travel home, but in the last instant, Belasco grabs Illyana. Kitty holds onto her, but loses her grip when they return to the island temple. She once more grabs Illyana through the closing circle and together the X-Men pull her through. However, time passed differently in Limbo and the Illyana they brought back is now thirteen instead of six years old. Later Colossus blames himself for what happened to his sister as he keeps guard at her side.

Charles Xavier and Magneto are in WWII-era and must stop the Nazi Baron Strucker and the hordes of Hydra.

Surrounded by his friends and loved ones, the comatose Xavier is still fighting for his life. His subconscious turns back twenty years to when he visited his friend Daniel Shomron in Haifa, Israel. Shomron had built a clinic for Holocaust victims and had introduced Xavier both to one of his volunteer helpers, a former concentration camp victim who called himself Magnus, and the catatonic Gabrielle Haller, who had been in this state ever since the war. Xavier uses his telepathic powers to smash Gaby's inner walls and force her to come out. While he does this, he sees strange images of the Nazis transforming Gaby into a golden statue. During the following weeks, Magnus and Charles, who both help Gaby with her recovery, become friends and even discuss the possibility of the evolution of mutants. Gaby and Charles, however, fall in love, despite Xavier's better judgement. Just as they are about to kiss, Gaby is abducted and the hospital is attacked by armed terrorists, called HYDRA. To save lives, Magnus reveals his magnetic mutant powers, as he kills those terrorists. Magnus and Charles learn what they need to know from one prisoner and follow the HYDRA-agents to Africa. HYDRA, under the leadership of Baron von Strucker, is there to find a gold treasure the Nazis hid during the last days of World War II. The coordinates were given to Gaby only for safekeeping. Magnus and Charles try to free Gaby, but her screams give them away. Strucker attacks them with a gauntlet that gives him super strength, but Magnus easily crushes it (and his hand), before levitating his friends and the gold out and collapsing the cave. Outside, he tells Xavier that he'll use the gold to ensure that mutants are going to win the coming conflict and leaves as Gaby awakes from her catatonia. In the present, Xavier too finally finds the strength to awake. Later, the X-Men (without the recuperating Xavier and Illyana) are invited to a farewell party on Lilandra's yacht. However, they are stunned and inevitably laid unconscious by a bomb and Deathbird hands them over to the alien Brood.

Wolverine and the X-Men are captured by Deathbird and the Brood! Can the savage mutant save the Children of the Atom from a gruesome fate?

With the help of Deathbird, the X-Men were captured by the Brood at the end of the last issue. This issue is told in flashback as Wolverine fights his way across the Brood homeworld.

He recalls how the X-Men were captured. Using hypnotic power to hide what was actually happening, the Brood queen laid eggs inside Wolverine, Sprite, Colossus, Nightcrawler and Cyclops. Carol Danvers was also captured, but because she wasn't a mutant, the Brood decide to study her physiology instead. Due to his heightened senses, Wolverine is the only one who can tell that something is wrong.

The previous night, after waking from a nightmare about killing Kitty Pryde, Wolverine escaped the palace and saw Deathbird's ally Fang be turned into a member of the Brood and he realized that the same thing was happening to him and the other X-Men.

In the current time, Wolverine fights the Brood-Fang and defeats him. Unfortunately the Brood embryo inside him begins to take him over. However, because of Wolverine's healing factor, his body kills the Brood's embryo inside him, leaving him in a scaly, partially converted state. Wolverine decides that he will either save the other X-Men or kill them all if he has to.

The Brood are looking to turn the X-Men into new Brood warriors and killing the Brood Queen may be the only way to stop the nightmare. But the X-Men don't kill.

The Brood had made some experiments on Carol Danvers, studying her alien physiology and submitting her a morphological changes. Wolverine finally finds the Brood city, and finds the place where Carol is arrested. He kills every member of the Brood at the local and frees Carol, but she has changed and feels great.

Meanwhile on Earth at Xavier's School, Havok, Corsair and Lorna are worried because they had known the X-Men and Lilandra had been kidnapped from her spaceship by the Brood and there's nothing they could do.

Back to Brood's planet, Cyclops is dreaming and Xavier appears telling him he had enough training to escape from the mental prison he is, and then he awakes. He finds Storm crying and then Wolverine and Carol find them. They decide to rescue Lilandra and escape on her spaceship. While Wolverine, Cyclops, Carol and Colossus go after Lilandra, Kitty, Nightcrawler and Storm search for the spaceship. Wolverine keeps saying they have to kill the Brood's Queen and as much members they could, but Cyclops says the X-Men doesn't kill and want to understand what is going on with Wolverine. Wolverine doesn't want to tell everyone that they are doomed because of the eggs the Brood put inside their bodies. Kitty and Nightcrawler manage to get the spaceship and when the other rescue Lilandra they get away from this strange planet, just when Wolverine was about to kill the Queen.

Carol Danvers becomes Binary. But will she join the X-Men or try her luck amongst the stars?

The good guys fight the sleazoids in a big space battle. Storm calls on some lightning to disable the Brood ships, but accidently destroys some of them. She's upset since she knows the ships are living creatures (these look like "sharks" not the "whales" we've seen before). During the battle, Carol completes the transformation initiated by the Brood's tests. However, she doesn't transform into a Brood, instead she transforms into a new superbeing, calling herself Binary. The spaceship got hit and Kitty had to go outside to fix it, but she is hit. Carol saves her and fix the spaceship, but Kitty is very injured.

On Earth, Professor Xavier and realizes something is very wrong with Illyana after she come back from Belasco's domains, he can't reach her toughs and she even told him she has powers just like her brother Colossus.

Kitty recovers herself very fast and Nightcrawler realizes something wrong is going on with their bodies. Meanwhile, Storm's losing touch with her elemental powers. Storm turns her senses inward, detects the egg growing inside her, and takes off in a small spaceship. Wolverine finally has to tell everyone that they have eggs growing inside them. They're all freaked, but Binary is especially pissed and flies off - punching a hole in the hull! The X-Men start to get sucked out of the spaceship....

As their ship is falling apart, Storm begins to transform into a Brood. It's terror in space as the X-Men try to return home.

The X-Men, of course, don't get sucked out from Lilandra's spaceship. Storm starts to transform into a Brood's Queen, but is able to hold off the transformation long enough to destroy the ship she left in. The X-Men agree to go back to the Broodworld and kill the Queen (which, for Cyclops, is a major step). Fearing the death, Kitty and Peter talk about doing "it," but Peter won't because he's too honorable for that sort of thing. Storm returns in the form of a hologram. An Acanti star-whale arrives and swallows the yacht. Back on Earth, Charles receives a letter from Reed Richards about Xian Coy Manh (Karma). Even though he is majorly depressed about the "loss" of the X-Men, Moira convinces him to admit her into the school (this thread is picked up in the New Mutants series).

The X-Men find themselves on a world transformed by the Brood. Is there any way to save the planet, let alone themselves?

Following up from the event's of the previous issue the X-Men prepare for their Final battle against the wicked Brood, with Storm now one with ships of knowledge Acanti and Ms Marvel experimented on by the Brood turning into the space dweller Binary! these are not the X-Men we knew before and if they are going to win this it's going to take all they have, are the X-Men going to survive their battle? find out!

Binary reaches the Brood's planet and destroy everything, then Storm shows up to her and inform that the X-Men need her. Storm tells Ms Marvel that she is now part of the soul of an Acanti's baby and that they all need to help him to get the soul of Acanti's previous leader back in the Brood's planet. Cyclops is acting weird and when the X-Men finally reaches the Brood's planet, Cyclops steel acts strange and Wolverine realizes he has been already transformed, but it is too late, Cyclops attacks him and the others are defeated by the Brood's army.

Kitty passes threw a wall and finds a nest full of Brood skeletons. When Kitty is about to get caught a dragon shows up and burn down every Brood member. Then Kitty and the little dragon find a strange room full of lights.

Back in the battle room, Cyclops regain control of himself for a brief moment and Wolverine jumps into his optical beams, releasing himself and then punches Cyclops and knocks him out. With all X-Men free again they go to the room with the lights and there find Acanti's soul. Binary flies in and freed Master Acanti's soul with her energy and then the Acanti release everyone from the Brood's embryos, including the Brood Queen. The Starjammers save everyone and Sikorsky heals Wolverine. But before she had died, the Queen says there is one embryo left with the X-Men - Professor Xavier, back on Earth.

The New Mutants, The Starjammer, and the X-Men must band together to save a Brood-infected Professor X once the Brood begins to take hold. Can their mentor be saved or will he die by their hands?

The New Mutants were enjoying Magnum P.I. on the television when they were surprised by the sudden dramatic entrance of the X-Men. Not recognizing their elders, the New Mutants attacked the X-Men. Although spirited and strong, they were still inexperienced and therefore only managed to slow the X-Men down. Meanwhile Kitty phased into the mansion upstairs with the intention of zapping the Professor. However, he woke and attacked her instead.

The brawl downstairs between mutant teams halted when the professor emerged and transformed into the Brood Queen. The fight soon moved outside where Storm and Binary were able to attack the creature. Wolverine demanded that they kill the Queen, while Cyclops refused to give up on another loved one (like he had done with Phoenix). The Professor's consciousness spoke to Cyclops acknowledging that he would soon be consumed.

On board the Star Jammer Sikorsky and Moira MacTaggert confirmed that they could not reverse the effects of the Brood Queen. However, they were able to take samples of the Professor's DNA from his last visit upon the Star Jammer and use that to construct a clone, which his mind would be able to transfer into.

The various members of the X-Men enjoyed a little rest and relaxation. Storm was jealous that Kitty's thoughts were only for Illyana and Colossus (her best friend and would-be boyfriend). Nightcrawler worried that the New Mutants would not accept him. Cyclops asked Corsair to take him into space, and was delighted when Corsair revealed that his parents (Cyclops' grandparents) were still alive. They were then interrupted by the arrival of Gladiator, who informed Lilandra that Galactus was about to die when the Fantastic Four restored him to full life. Lilandra used the Star Jammer's holographic projector to send an image of herself to the Fantastic Four (who were still in bed) threatening them that they would be held responsible if Galactus consumed any more known planets.

All the teams began to celebrate when Charles Xavier appeared without any sign of the Brood Queen. His new cloned body had perfect legs, but since he had previously been blocking the pain from his old crushed legs the Professor was still unsteady while walking. He then officially introduced the New Mutants to the X-Men and made the shocking announcement that Kitty was to join the New Mutants with immediate effect.

Notes:

• Events continued from Uncanny X-Men #166 & New Mutants #3.
• The cover is a homage of the cover of Baffling Mysteries #7.

As Kitty Pryde tries to make her way back onto the X-Men's roster, Wolverine prepares to do just the opposite. Meanwhile, the Summers men head off on a family-only trip and run into someone unexpected...

Kitty Pryde is angry that Professor X has moved her to the New Mutants and Illyana is trying to talk to her down. Wolverine is getting ready to take a sabbatical in Japan with Mariko. Professor X is trying to convince his brain that his now perfectly healthy legs can walk with the help of Lilandra in Danger Room. Storm senses that something had changed in her powers when she was in space. Kitty tries to convince Professor X to let her back on the X-Men. Cyclops catches up with Lee Forrester. Nightcrawler surprises Amanda Sefton.

Colossus asks Kitty for a walk but she denied saying she has too much homework to do. Then she detects an anomaly in the tunnels below the mansion and goes to investigate. She discovers a dragon; Lockheed, and a nest of Sidrian Hunters. Kitty and Lockheed (and a late-arriving Colossus) defeat the Sidrian, and Professor X reinstates Kitty to the X-Men on a trial basis. In Alaska Scott, Havok, and their father Christopher Summers go to meet Scott's grandparents, and run into Madelyne Pryor, who looks just like Jean Grey!

When Angel goes missing in the catacombs beneath New York City, the X-Men head to investigate. Soon they discover the Morlocks are behind the abduction, but at that point they may already be too late...

This issue marks the first appearance of many of the original members of the Morlocks including Callisto, Plague, Masque and Sunder.

The former X-Man, Angel, is kidnapped and his girlfriend, Candy, is attacked and almost murdered. Candy manages to place a call to Professor X, though, and he sends Nightcrawler to save her - he leaves Amanda Sefton in a bath tub and goes to Warren's loft only to see a strange carrying Angel into the sewers. Later, the X-Men (Colossus, Storm, Kitty and Nightcrawler) follow the kidnappers trail into the subway and even further down, where they are attacked by strangely deformed people. Eventually, they find the Angel as a prisoner of Callisto, leader of the mutant group, the Morlocks. Callisto intends to keep Angel as her love-slave. The X-Men attack but find themselves eventually overwhelmed. In the meantime, Kitty has scouted ahead and become separated from the others. When she eavesdrops on Callisto and some of the Morlocks, one of them, named Plague, infects her with a fast-working illness. The delirious Kitty is found by the sad Morlock, Caliban, who tries to help her. Realizing that he cannot cure her, he intends to ask Callisto and Plague to help, believing then that Kitty will stay with him out of gratitude.

In the meantime, Sebastian Shaw is informed by his aide, Tessa, that Emma Frost fell into a coma without any discernible reason.

To save the X-Men, Storm must engage the Morlock leader Callisto in a duel to the death!

In Alaska, Scott Summers is dancing with his new lover Madelyne Pryor. He thinks on how much he likes her and how much she looks like Jean.

Whilst the X-Men are underground in the Morlocks's tunnels, Callisto still has Angel as her prisoner. The X-Men escape and Nightcrawler gets Callisto and tells everyone to move away, but then Plague touches Storm and she fells sick. Kitty promises Caliban that if he help her she would stay in the tunnels with him. Masque uses his power and plays with Ororo's pretty face. Caliban then appears and asks Callisto to help heal Kitty Pryde, who is weak after an attack from Plague. Callisto doesn't let the X-Men leave to get Kitty help, since she doesnt' trust them. Nightcrawler says he will challlenge her for leader of the Morlocks. Storm says that since she's the leader of the X-Men, she will fight Callisto. Callisto says that the battles are to the death, but Storm goes along with it anyway. The two fight, and Storm manages to win by stabbing Callisto in the heart. At the end Storm gets Angel in her arms and tells the Morlocks that they don't need to live hiding anymore, they could go to the X-Mansion with the X-Men. Caliban replies saying that there is where they belong and where they will stay.

Back in Alaska Madelyne tries to take Cyclops's glasses off and after an embarrassing moment, Scott tells her the truth about his mutant powers.

In another place Mystique is dreaming about a hunting where she is the game, Jason Wyngard and Jean Grey are the hunters. When she awakes, Destiny is already waiting for her in the kitchen with tea. Suddenly Destiny has a vision about Rogue in great danger. When Mystique reaches Rogue's bedroom she isn't there anymore. Rogue is in a bus running away her home but she can't remember why she is doing it.

Rogue is back! But this time things are different-her powers are out of control and her absorption of Ms. Marvel's abilities is permanent! Plus, Charles Xavier's attempts to walk in his new body have proven fruitless. What is keeping him from taking his first step?

Up in Alaska, Maddy has a nightmare and tells Scott her secret - on September 1, 1980, she was landing a 747 in San Francisco when the plane crashed, killing everyone on board - except for her! Scott realizes (but keeps to himself) that 9/1/1980 is the day that Jean died on the moon!

Back at the mansion, Xavier is still trying to deal with his new body and the emotional pains on his legs with Lilandra's help, Colossus is trying to cook American breakfast and Kitty is looking for her floppy in her room. Ororo still fights with her own powers and the decisions she had to choose during her life with the X-Men. Rogue shows up and asks for the X-Men's help - she can't control her own mutant power (the ability to absorb other mutant powers), and her mind is being torn apart with the persona she stole from Carol Danvers. Guess who picks this moment to also show up at the mansion? Yeah, Carol Danvers. Of course, the two go at it for a few minutes, but the X-Men calm everyone down. The X-Men don't really want to help Rogue, but the Prof reminds them that they must help all mutants. Carol/Binary realizes that she's not really an X-Men, so she takes off.

During an exercise in the Danger Room Illyana accidentally turns on the Belasco's program and that scares her so much that she summons a sword and attacks Kitty.