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Index to X-Men Volume II: 3 / 9

Author: Robert Diehl (rfdiehl@yahoo.com)
Updated: Version 2.1, last modified June 6, 2001

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Issue:	X-Men II:29
Date:	Feb-94
Story:	Return to Hellfire! (22 pages)
Feature Characters:	Prof. X, Cyclops, Jean Grey,
Beast, Archangel, 
Psylocke, Jubilee
Regular Characters:	
Guest Stars:	Dwayne Taylor (Night Thrasher)
Villains:	Sabretooth; the original Inner Circle of the

Hellfire Club: Sebastian Shaw, Harry Leland, 
Donald Pierce, Mastermind alias Jason 
Wyngarde, Dark Phoenix (all in flashback); 
Tessa, Shinobi Shaw; Ronald Parvenue
Other Characters:	Warren Kenneth Worthington, Jr. (in 
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert
	Inks: Matt Ryan 
	Letters: Bill Oakley
	Colors: Joe Rosas
	Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
Synopsis:	Betsy spars with Sabretooth, who is chained 
and muzzled, while Xavier monitors, and 
Warren and Hank fret and joke. Xavier: 
"Sometimes, I long for the days when your 
report cards could be used as blackmail." 
They're trying to teach Sabretooth to control 
his homicidal rages; he flirts with Betsy, and 
Warren seems jealous. He goes to watch Jean 
and Scott prepare the grounds for their 
wedding. Jubilee rollerblades by with the mail 
and hands him an envelope. It's an invitation 
to the Hellfire Club, from Shinobi. Betsy has 
fond memories of going to the London branch 
with her father. She asks Warren about the 
Inner Circle (see the Dark Phoenix saga), who 
have been killed one by one, and now 
Sebastian's heir Shinobi has formed the 
Upstarts (first in iss. 4). They decide to check 
it out.
	She keeps her purple hair, but Warren masks 
his blue face, and in their best wardrobes they 
attend the gala. They meet Taylor, Parvenue, 
and Tessa, the last of whom takes them aside 
and then knocks them out. 
	They awaken in archaic clothing. Shinobi, 
who knew Warren as a child, wants him to be 
White King. Warren remembers him hating 
the Club and calling his father a monster, and 
he wants no part of this. Shinobi phases his 
hand through Betsy, showing himself to be a 
mutant; Warren arrays his wings, shoots 
metal feathers, and accuses him of murdering 
his father (X-Factor 67). Shinobi says he's not 
a weak child any more; Warren warns him 
not to push him or the X-Men, but he presses 
his attack, phasing through Warren's wings 
and skull. But by then Betsy has recovered, 
and her psi-blade sends Shinobi to dreamland, 
where he remembers his father beating him.
	Shinobi insists he doesn't want Warren's pity; 
he says he already used his up on himself (X-
Factor 10 to present) and walks away, Betsy 
on his arm.

Issue:	X-Men II:30
Date:	Mar-94
Story:	The Ties that Bind (22 pages)
Feature Characters:	Prof. X, Cyclops, Jean Grey,
Beast, Archangel, 
Iceman, Storm, Banshee, Rogue, Psylocke, 
Revanche, Jubilee, Gambit, Bishop,
Regular Characters:	
Guest Stars:	Wolverine, Lila Cheney, Val Cooper, Artie

Maddicks, Leech, Quicksilver, Crystal, Luna, 
Wolfsbane; X-Factor: Havok, Polaris, Strong 
Guy, Wolfsbane, Forge; X-Force: Cable, 
Cannonball, Boomer, Warpath, Shatterstar, 
Siryn, Rictor, Domino; Excalibur: 
Nightcrawler, Kitty Pryde, Rachel Summers
Villains:	Sabretooth
Other Characters:	Philip and Deborah Summers, John and
Grey, Joey and Gailyn
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert
	Inks: Matt Ryan 
	Letters: Bill Oakley
	Colors: Joe Rosas
	Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
Synopsis:	At last! The wedding of Scott Summers and 
Jean Grey!
	Logan writes the couple a letter, saying they 
matter to him, they belong together, and he's 
leaving. Disappointed, Jean reads it while 
being helped into her gown (white satin, with 
black piping, cowl, four foot train, and a 
bouquet of red roses). Mrs. Grey fusses; 
Rachel and Jean are now friends.
	Ororo has arranged a bright, warm day in 
January. Hank is unable to tie Scott's bowtie, 
and Warren has forgotten how (since UXM 
289). Alex and Bobby joke with him, and he 
goes somber, remembering his first marriage 
(Madelyne Pryor, UXM 175). Xavier enters, 
wondering if his grown students still need 
him, then answers his own question by tying 
the tie. Scott is nervous but ready, and Xavier 
gets himself into his normal wheelchair.
	The ceremony is held on the grounds, and as 
dozens of family and friends seat themselves, 
Xavier senses Scott's deep satisfaction: an 
orphan, now with all these around him. 
	Ororo and Alex are maid of honor and best 
man; Lila's band plays the wedding march; 
Jean walks down the aisle on her father's arm. 
The minister reads their vows: "?through 
pain and passion, through sorrow and hope, 
through death and through life. No matter 
what tomorrow may bring, we will face it 
together." He pronounces them husband and 
wife, and they kiss. Jubilee starts the cheers; 
Xavier is surprised to hear himself start the 
applause. The couple start the dancing with 
"One," by U2.
	Up on the snowy hillside, Sabretooth is kicked 
down and finds a message snikt into the snow: 
"Don't even think about it!"
	At the reception, Bobby and Hank bemoan 
their love lives: Opal and Trish are not there. 
Lorna gets fed up with people asking about 
her and Alex. Rictor is glad to see Wolfsbane 
well (X-Factor 100). Val turns a blind eye to 
Cable, still a wanted man.
	Jean throws the bouquet; Rogue flies and 
catches it. Strong Guy convinces Scott to 
throw the garter; Remy throws a card to make 
sure he gets it. Jean smashes cake into Scott's 
face. At the end of the evening, Jean asks for 
one more dance, with Xavier. She holds him 
up telekinetically, not worried that the few 
remaining guests may not know they're 
	That night, Scott goes to Xavier's study. His 
father has sent his congratulations, and Alex 
is driving Jean and him to the airport. He 
embraces Xavier, thanks him for giving his 
life meaning, says he loves him, and leaves.
	Xavier reads his mail: a note from Moira 
saying Cable might be the key to a Legacy 
Virus vaccine, and a note from Logan saying 
"Lighten up." He laughs, his hope renewed.
	Note: for the honeymoon, see the Adventures 
of Cyclops & Phoenix limited series, 1994.

Issue:	X-Men II:31
Date:	Apr-94
Story:	Soul Possessions Part 1: The Butterfly and the 
Hawk (22 pages)
Feature Characters:	Prof. X, Beast, Archangel, Rogue,
Revanche, Gambit
Regular Characters:	
Guest Stars:	
Villains:	Spiral, Matsu'o Tsurayaba; Lord Nyoirin, the

Mandarin (both in flashback)
Other Characters:	
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert
	Inks: Matt Ryan 
	Letters: Bill Oakley
	Colors: Lovern, Digital Chameleon
	Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
Synopsis:	Spiral watches Kwannon's memories from 
when she was Matsu'o's lover and paid 
assassin. Then she switches to the optical 
devices she implanted in Betsy's eyes. Xavier is 
sleeping, and Kwannon, now in Betsy's body, 
has her sword raised above him. Then the 
transmission cuts off.
	Xavier talks to Betsy (in Kwannon's body): he 
had awakened to find a note stuck to the floor 
with Kwannon's sword. She decided to leave, 
so the X-Men wouldn't be concerned about 
her and her Legacy Virus. Betsy says things 
were never resolved; Xavier says they both 
know she has Betsy's soul. Betsy shows him 
the bionic eyeballs that Kwannon left for her.
	Spiral realizes what happened and wonders 
where Kwannon went, blind. Matsu'o, who 
lost an eye (iss. 23) and wears a patch, looks 
at an old photo of Kwannon and remembers 
their time together. He served the Hand and 
she Nyoirin, and they were caught on opposite 
sides of their conflict. Kwannon said if 
ordered, she would kill him and asks him to 
do the same, to keep honor. His sad 
reminiscences are interrupted: Spiral has 
arrived. He blames her for the mess up, but 
she said she fixed Kwannon's body like he 
asked. She takes the blame for mixing up 
Kwannon's memories so she wouldn't return 
to him, but now she tells him to grab his last 
chance for love.
	Betsy works out in the Danger Room, not 
wanting to think. Warren interrupts with a 
hologram of himself as Angel, and she splits it 
down the middle. He wants to take her to 
brunch, to talk, and she appreciates his 
	Hank hangs from the ceiling fan while he has 
tea and chats with Xavier, who wants him to 
lead the Blue Team and run the mansion. He 
had planned to spend more time researching 
the Legacy Virus, but he steps up to the plate. 
They also discuss the Massachusetts Academy 
(see Generation X), which Frost had willed to 
	Remy bothers Rogue in her room, sensing 
something bothering her, but she denies all 
(see Gambit 3, Feb-94).
	Matsu'o remembers battling Kwannon, when 
he had been sent to kill Nyoirin. They sliced 
each other, then the cliff fell out from under 
her. Then Nyoirin, who also loved her, let him 
take her back to the Hand and try to save her. 
Fatefully, he called on the Mandarin.
	Kwannon returns, a scarf around her eyes and 
her sword drawn.
	Betsy shows Warren the bionic eyes; they 
have a shared experience of being physically 
reconfigured. Betsy tries to accept who she is, 
but questions remain.
	Kwannon reads Matsu'o's mind; he had found 
Betsy washed up on shore and tried to use her 
to restore Kwannon's mind, not realizing she 
would possess her body.
	Follow this if you can: while Matsu'o tried to 
love Betsy in Kwannon's body, Nyoirin gave 
Kwannon Betsy's memories, to keep her from 
returning to Matsu'o, but she eventually 
remembered her real past. Matsu'o says they 
can start again, but she shows him she's near 
death. She tells him to redeem himself: to kill 
her before the Legacy Virus does. He does, 
freeing her, and her thoughts spread outward.
	In Westchester, Betsy feels her go, and her 
anguish makes Warren crash the car. They 
crawl out of the wreck to find Spiral waiting.

Issue:	X-Men II:32
Date:	May-94
Story:	Soul Possessions Part 2: The Leopards and the 
Cats (21 pages)
Feature Characters:	Prof. X, Beast, Archangel,
Banshee, Rogue, 
Psylocke, Gambit
Regular Characters:	
Guest Stars:	
Villains:	Spiral, Matsu'o Tsurayaba, Nyoirin; the 
Mandarin (in flashback)
Other Characters:	
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert
	Inks: Matt Ryan 
	Letters: Bill Oakley
	Colors: Kevin Somers, Digital Chameleon
	Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
Synopsis:	Spiral wants to explain things to Betsy, to 
absolve herself, but Betsy attacks, angry at 
being twisted around. Spiral says she's been 
hurt, too (X-Factor Ann. 7), and then Rogue, 
Hank, and Remy arrive and hurt her some 
more. She teleports away, saying she already 
achieved her goal on this world, and that 
Betsy should see with all her eyes.
	Warren shows the others the bionic eyes; 
Hank and Sean spend hours in the lab trying 
to get them to work. They project the 
recordings from when Betsy washed up on 
shore (UXM 256). Matsu'o asked the 
Mandarin to put Kwannon's mind into Betsy's 
body, and Spiral to heal Kwannon's body (a 
different story from last iss.). Kwannon was 
already a low-level telepath, so she could 
survive the transfer.
	Betsy goes alone to settle things. Hank runs 
the mansion now and has banned smoking, so 
Remy is on the stoop. He uncharacteristically 
wants to talk to Xavier about Bella Donna and 
Rogue (see Gambit limited series, 1993), so 
they go into his study.
	Betsy breaks into Nyoirin's mansion, but he 
has just been killed by Matsu'o, who senses 
part of Kwannon in Betsy and takes her to the 
cliff where he nearly killed her. Matsu'o 
relates Kwannon's final thoughts: her mind 
had been damaged, and Nyoirin's 
manipulation confused and angered her, so 
she projected that anger to everyone else. 
Nyoirin sent her to kill the X-Men (UXM 
257), but she came to respect them.
	Matsu'o kisses Betsy; Kwannon gave him the 
ability to remove all her memories from Betsy. 
There is nothing left of her, so Matsu'o takes 
Betsy's katana and wants to end it. Betsy stops 
him, saying that would make Kwannon just a 
killer, and he should honor her life instead of 
her death. The next day, they go to Kwannon's 
grave and return her blades to her.
	Six days later in Westchester, Betsy has 
scanned her mind and found no trace of 
Kwannon. She wraps the bionic eyes in paper 
and throws them in the lake. Warren takes 
her by the hand, and they walk back together.

Issue:	X-Men II:33
Date:	Jun-94
Story:	The Hearts of Thieves (19 pages)
Feature Characters:	Beast, Rogue, Jubilee, Gambit
Regular Characters:	
Guest Stars:	Henri LeBeau (in flashback)
Villains:	Sabretooth; Genevieve Darceneaux, Leni 
Zauber (Mystique), Graydon Creed (all in 
Other Characters:	Martin Herzog
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert
	Inks: Matt Ryan 
	Letters: Bill Oakley
	Colors: Digital Chameleon
	Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
Synopsis:	Rogue asks Sabretooth about Paris (see iss. 
28), and he uses a holographic projector 
Xavier gave him to show his memories:
	Remy is 17 and sees Sabretooth accosting a 
pretty girl; he protects her. Sabretooth says 
she stole a pendant, and he's hired to get it 
back. Remy explodes some cards, and he 
retreats, for now.
	Remy checks in with his brother Henri, who is 
sponsoring his passage into the Guild. He had 
sent Remy to steal the same pendant, The 
Cheating Star, from the girl, Darceneaux, who 
stole it from Herzog. Henri tells him to be 
serious; Remy wants to have some fun before 
his arranged marriage at age 18.
	Remy steals bread and wine for her, but when 
he uses his mutant power to explode the cork, 
they get splattered with wine. Sabretooth 
stalked them for days, taking Remy's measure, 
expecting the girl to be betrayed. "Anyone 
stupid enough to hold that knife called love, 
'sgonna get cut by it sooner or later. Cut 
deep? and hard." He met with Herzog, who 
was heartbroken over her, his former 
mistress. Sabretooth says he's a sap. "Getting' 
involved with a frail never leads anywhere. 
Only ting you ever get out of it is more proof 
that no one's worth botherin' with 'cause 
people are selfish, Herzog. Selfish to the core." 
	Remy and Darceneaux fall in love; he leaves 
her boudoir one night with the pendant, and 
Sabretooth breaks in to tell her and takes her 
	He holds her and Henri by their feet from the 
top of Notre Dame and demands the jewel. 
Remy is shocked: he thought it was just a 
game. He tosses over the jewel, and 
Sabretooth lets go, letting him decide which 
hostage to catch. He catches Henri, and 
Darceneaux dies on the pavement, professing 
her love for him.
	Rogue takes a walk on the grounds, and Remy 
finds her, saying he's a different man now. 
She's not so sure.
	Hank goes to Sabretooth: he needs 
information about the Legacy Virus from 
Sinister. Sabretooth sits in his cell replaying 
memories of Leni Zauber and their son 
Graydon, who betrayed him.

Issue:	X-Men II:34
Date:	Jul-94
Story:	Life and Consequences (20 pages)
Feature Characters:	Beast, Rogue, Psylocke, Gambit
Regular Characters:	
Guest Stars:	 
Villains:	Threnody, Marauders: Riptide, Sabretooth
Other Characters:	
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert
	Inks: Matt Ryan
	Letters: Bill Oakley
	Colors: Digital Chameleon
	Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
Synopsis:	Sabretooth directs the X-Men to Scott's 
orphanage in Nebraska. Rogue and Hank wait 
in the Blackbird; Betsy and Remy break in and 
find the secret door. They find themselves in 
Sinister's main complex and are attacked by 
Riptide, who is dead (Piotr broke his neck in 
UXM 211). Before Rogue can provide backup, 
Remy knocks him out with his Forge-
enhanced staff, and they try to figure it out: 
Betsy can't detect a mind, and his (naked) 
body is flaking all over.
	They break through to the next level and find 
Threnody (iss. 27), sitting before dozens of 
monitors. Before the automated security can 
attack, Hank pulls the plug.
	Threnody says Sinister settled her mind, and 
she's hooked into machinery to scan for 
victims of the Legacy Virus. She likes her new 
life, even though she knows Sinister is a 
villain, and she shows them his masterwork: a 
huge network of storage for genetic material.
	They realize Sinister just clones Marauders 
when he needs them; Threnody wasn't aware 
of Riptide and says Sabretooth will have been 
created with him. Just then it attacks, and 
Rogue easily tosses it down. 
	Hank doesn't want Sinister to have access to 
this DNA, but he doesn't want to destroy it, 
either. Threnody decides for him and activates 
the self-destruct. Hank doesn't want to leave 
her there, seeing that she's fooling herself, but 
she says she wants to be their double agent.

Issue:	X-Men II:35
Date:	Aug-94
Story:	Sunset Grace (20 pages)
Feature Characters:	Cyclops, Jean Grey
Regular Characters:	
Guest Stars:	Nick Fury and SHIELD including Richter; 
Cable, Rachel Summers (both in flashback)
Other Characters:	Sunset Grace (Grace Lavreaux),
Francois and 
Christian Lavreaux (in flashback)
Credits:	Writer: Fabian Nicieza
	Pencils: Liam Sharp
	Inks: Robin Riggs
	Letters: Bill Oakley
	Colors: Digital Chameleon
	Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
Synopsis:	Scott and Jean are back after spending years

in the future raising Cable (see the Adventures 
of Cyclops & Phoenix limited series, 1994). 
They are aboard the helicarrier: SHIELD found 
their bodies on the beach on St. Barts. He 
shows them Sunset Grace, a local mutant 
woman who sold crafts on the beach and has 
now caused a spatial rift, which threatens the 
whole world. She mentioned "Charles" and 
asked for his friends to help her. 
	They go down to the island, and when Jean 
calls to her telepathically, she gets sucked into 
the rift. Scott goes after her, using his blast to 
angle himself through the weirdly fractured 
landscape. Jean has found missing SHIELD 
agents; they push them back out. They deal 
with the restoration of their mutant powers, 
Jean more happily than Scott.
	She senses Grace's sorrow; they find her and 
take a stroll. She had witnessed their 
abduction by Rachel (Adv. C&P 1), and was 
caught in Jean's psychic backwash, which 
reopened her mutant power. 
	The sky ripped apart, making a door to the 
astral plane. As a child, she built a fantasyland 
there but then outgrew it. She married and 
had a son; one rainy night their car went off 
the road. She was thrown free, and she 
opened a rift to let the car through, but was 
unable to remember how to get through 
herself. She was depressed, and her doctors 
eventually called for Xavier, who put her 
mind back together, but she could never use 
her power after that.
	Jean helps lift her guilt, and she finds her 
family, alive and happy. She sends Jean and 
Scott back through the rift and closes it from 
the inside. Jean explains her family was dead 
before she sent them through the rift; she 
knows it but prefers to have her fantasy as she 

Issue:	X-Men II:36
Date:	Sep-94
Story:	Generation Next Part 2: Drop the Leash (22 
Feature Characters:	Banshee, Jubilee
Regular Characters:	
Guest Stars:	M (Monet St. Croix), Husk (Paige
Synch (Everett Thomas), Blink (Clarice 
Ferguson), Skin (Angelo Espinosa)
Villains:	Phalanx including Stephen Lang, Cameron 
Hodge, Harvest; Sabretooth, Emma Frost
Other Characters:	Lucinda, Elizabeth, Joshua, Jeb and
Guthries; Sara Grey
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert
	Inks: Matt Ryan
	Letters: Bill Oakley
	Colors: Digital Chameleon
	Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
Synopsis:	Note: this is part of the Phalanx Covenant 
	Phalanx T-O covers M like worms, but they 
are still unable to assimilate mutants, and she 
studies them. Lang and Hodge decide the 
answer is assimilation of all they can, and 
elimination of the others, starting with 
Xavier's next generation of recruits; Lang has 
reservations about attacking humans.
	Cops surround Everett; he is a local St. Louis 
kid who has started manifesting his mutant 
power to copy the powers of others. He had 
been fighting Phalanx and screamed so loud 
he blew out all the windows in the 
neighborhood. The cops don't believe him, till 
the Phalanx attack again; Sean and Sabretooth 
come to his rescue. Sean liquefies the Phalanx; 
the cops decide not to arrest him.
	The Phalanx attack the Guthrie farm in 
Kentucky, fight back the family and abduct 
	Frost is guarding Jubilee, who tells her 
keeping young mutants hidden and ignorant 
won't keep them safe. She realizes the humans 
around them are turning into Phalanx. The 
others arrive; Sean and Everett scream in 
unison, and Sabretooth slashes, but the 
Phalanx adapt. Frost links minds with Jubilee 
and Everett, helping him copy and control her 
power; he explodes the Phalanx at the sub-
atomic level (paf?).
	Lang projects through the T-O remains and 
tells Sean they have Sara Grey (missing since 
X-Factor 12), assimilating her against her 
will. He says the Phalanx came from 
Warlock's ashes (New Mutants 95). Frost tries 
to make him see the Phalanx are taking over 
humanity; he sees it as a way to out-do 
	Frost says she's got a fix on Paige; Jubilee 
points out that Sabretooth has escaped.
	Note: continued in UXM 317.

Issue:	X-Men II:37
Date:	Oct-94
Story:	Generation Next Part 4: The Currents Shift (23 
Feature Characters:	Banshee, Jubilee
Regular Characters:	
Guest Stars:	M (Monet St. Croix), Husk (Paige
Synch (Everett Thomas), Blink (Clarice 
Ferguson), Skin (Angelo Espinosa)
Villains:	Phalanx including Harvest; Emma Frost, 
Other Characters:	
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert
	Inks: Ryan, Sellers
	Letters: Bill Oakley
	Colors: Kevin Somers
	Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
Synopsis:	Note: this is part of the Phalanx Covenant 
	The Phalanx has Blink; the others convince 
her to push past her fear, and use her power 
to instantaneously slice it in pieces, then M 
punches it apart. But Harvest arrives with 
	Sean and Everett scuba-dive to the ship; Frost 
takes Jubilee aboard, and they find T-O rats, 
which Jubilee blasts apart. 
	The Phalanx corner the children, but 
Sabretooth comes to their rescue and starts 
slashing. Harvest reassimilates the parts, but 
Sean arrives and blasts it apart, then thanks 
Sabretooth, who claims he just wanted to eat 
the children.
	Paige introduces herself; Sabretooth sniffs and 
then slashes her, to everyone's horror. But she 
sheds her skin with its T-O infection, 
revealing a metal body underneath.
	Then Harvest reassembles. Sabretooth and 
Sean attack, while Frost rounds up the 
children. Clarice realizes they have to stop the 
Phalanx here, or it will just keep coming, so 
she goes alone and slices it, the ship, and 
herself apart. Sean tries to grab her hand but 
loses her and falls into the water.

Issue:	X-Men II: Annual 3
Date:	1994
Story 1:	Heart and Soul (35 pages)
Feature Characters:	Storm, Archangel, Jubilee, Bishop,
Beast, Prof. 
X, Gambit; Psylocke (in flashback)
Regular Characters:	
Guest Stars:	
Villains:	the Hellfire Club: Shinobi Shaw, Candra, 
Benazir Kaur, Benedict Kine, Reeva Payge; the 
original Hellfire Club: Sebastian Shaw, Emma 
Frost, the Phoenix force, Donald Pierce, Harry 
Leland (in flashback)
Other Characters:	
Credits:	Writer: Ian Edginton
	Pencils: Gene Ha
	Inks: Rubinstein, Lowe, Green, Wiacek, 
Sellers, Pepoy, Moy
	Letters: Pat Brosseau
	Colors: Joe Rosas
	Editor: Lisa Patrick
	Group Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
Synopsis:	Shinobi beats Kaur at chess; she asks him 
about his other games.
	Ororo soars among the clouds, then sees TV 
news about war and refugees and plagues. 
Then Warren comes in with a delivery of red 
roses: Shinobi has asked Ororo to dinner, and 
she decides to go, despite Warren's warning 
(see iss. 29). She cuts herself on a thorn, then 
dresses in a revealing leather outfit 
(reminiscent of her Mohawk days). Xavier 
warns her, but she says she wants a life 
outside the mansion, and Remy takes her into 
town on his motorcycle.
	After dinner, she walks with Shinobi through 
his gorgeous home and asks him why he's 
being nice. He says when Betsy spiked his 
brain it brought out repressed memories, and 
he realized he'll never be his father, so now 
he's his own man. He wants Ororo and her 
powers at his side as he brings in a new day of 
peace for all, an end to war and famine. 
	She's not sure she should trust him and 
knocks him down with a breeze; he says she 
should trust her instincts. She leaves, saying 
she'll think about it. Candra shows herself; she 
and Shinobi have put neurotoxins in Ororo's 
flowers and food to suppress her conscience 
and make her a tool of the new Hellfire Club. 
	Xavier frets about Ororo's personality shift, 
but he won't invade her private thoughts. She 
has a nightmare: because she failed to use her 
power to stop drought, she is being killed and 
her power given to a refugee child. 
	She lashes out in her sleep; lightning hits the 
mansion; X-Men come running; Ororo has 
already gone to confront Shinobi, who readily 
admits to drugging her. He says he has just 
released her suppressed feelings of alienation 
from the X-Men, and although the toxin has 
worn off, she came to him. But when she 
rejects him, he doesn't take no for an answer. 
He has Kine attack her: he can manipulate her 
nervous system, causing pain. He hastens his 
schedule, planning to inject more toxin 
directly into her brain, but Xavier reaches out 
to her telepathically and helps her shrug off 
the drugged haze. 
	She blasts off her restraints and tells Shinobi 
although he brought out her weaknesses, she 
has the strength to overcome them. Kine 
attacks; she blows him into the corner and 
calls Shinobi a bully. The X-Men arrive; 
Bishop blasts Shinobi but he phases through it, 
then grabs Bishop's heart, but Remy tosses 
cards and distracts him. Kaur attacks Remy, 
giving him advanced cancer, but Bishop 
knocks her down. Payge sings, giving both of 
them hallucinations. Remy tosses her a 
quarter, which explodes in her face.
	Ororo has surrounded Shinobi and her with 
electricity, then dares him to kill her, and 
himself with her. He chickens out.
	Ororo recovers, then tells Xavier she feels 
guilty over how easily Shinobi effected her. He 
says he knew she was herself again when she 
spared Shinobi's life. He expresses his fear of 
ever losing her, and they embrace.

Story 2:	A Moment of Silence (10 pages)
Feature Characters:	Banshee
Regular Characters:	
Guest Stars:	
Villains:	Hydra
Other Characters:	Interpol including Price, Brig.
Patrick Lipton
Credits:	Writer: Jim Krueger
	Pencils & Inks: Steve Yeowell
	Letters: Dave Sharpe
	Colors: Dana Moreshead
Synopsis:	Sean breaks into Interpol, for whom he used 
to work, and confronts McBride, who never 
told him Lipton was still alive, never let him 
try to rescue him. He screams everyone 
unconscious, and storms out.
	Sean remembers the only time he saw Lipton: 
he guarded him and his invention on a train 
to Rome. Hydra dropped a tree across the 
tracks; Sean got him out away from the 
bystanders, then tried to move the tree. Hydra 
shot him, and he screamed. Lipton threw his 
Morrison-Einstein grenades at Hydra, but they 
surrounded him. He gave himself up to 
distract them from Sean, whom he realized 
was too powerful a weapon for them to have.
	Sean gets to the Hydra base in Ireland and 
stands by Lipton as he dies in his infirmary 
	Note: pinups follow of Jean Grey, Mojo, 
Gambit and Rogue, Beast, Psylocke, Archangel 
and Apocalypse, and Rogue.

Issue:	X-Men II:38
Date:	Nov-94
Story:	Smoke and Mirrors (22 pages)
Feature Characters:	Prof. X, Cyclops, Jean Grey,
Beast, Iceman, 
Rogue, Psylocke, Gambit, Bishop
Regular Characters:	
Guest Stars:	
Villains:	Sabretooth, Carter Ryking, Legion (David 
Haller); Destiny (Irene Adler, in flashback)
Other Characters:	Adam X (X-Treme), Gareb Bashur 
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert
	Inks: Matt Ryan
	Letters: Bill Oakley
	Colors: Kevin Somers
	Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
	Special Thanks To: Alfred J. Kehn, Jr., Dr. 
David Berger 
Synopsis:	Xavier, Scott, and Jean inspect the new
	Hank works in the lab, noting that the Legacy 
Virus is continuously mutating and has 
developed three strains. At least they're less 
deadly than feared at first. Bobby tries to get 
him to come to the pool, but he stays in the 
lab. Rogue climbs up to take a high dive, 
warning Bobby not to play tricks. He's still 
bummed over having Emma Frost in his head; 
she says she's had other people's voices in her 
head since she was 13. He ices over the pool; 
she crashes, threatens to kill him, and yells 
that if he has a problem, at least he can do 
something about it. He promises to, if she gets 
things straight with Remy.
	Jean works out with Betsy on the psychic 
plane; she has been hobbled since the 
Kwannon mix-up, and she has cut her hair 
short. She apologizes for trying to seduce 
Scott, but Jean has married him now. 
	Scott monitors Sabretooth in the Danger 
Room, letting him get some aggressions out. 
Sabretooth tries to bait him, but Scott stays 
cool. Remy enters and says Jean wants Scott to 
rearrange furniture, so he takes over. It's a 
ruse: he disengages the safeties and gives 
Sabretooth a real workout.
	Adam visits Ryking in prison, asking about his 
father's associate Milbury. Ryking directs him 
to Xavier.
	Bishop cleans up Xavier's Ready Room; Xavier 
says Commcast has the mutant ability to 
monitor every data transmission on the planet, 
so he could restore the lost data files. 
	Legion is in a mental hospital in Tel Aviv, 
thinking about Destiny, whom he killed, who 
gives him a cryptic message about his father, 
Xavier, and shattered dreams. 
	Remy enters the Danger Room and beats on 
Sabretooth, tired from his workout and still 
shackled. Sabretooth threatens to reveal 
something sinister (see UXM 350); Remy says 
he won't kill him and lose his place on the 
team, the best way to defeat him is to make a 
happy life with Rogue. She arrives and says 
they both have to accept the things they've 
done (see Rogue limited series).
	Bobby listens to Hank ramble on about the 
Legacy Virus, then asks him if he thinks he's a 
loser (see UXM 318). Hank drops his lab 
work and takes him to Harry's for a chat.
	Xavier, Scott, and Jean gaze at the sign again. 
Xavier wonders if his dream stands a chance 
of being fulfilled. Jean says it has to, but then 
what will they do for jobs? Xavier plans to be 
a barber.

Issue:	X-Men II:39
Date:	Dec-94
Story:	Birds of a Feather (23 pages)
Feature Characters:	Cyclops, Jean Grey, Beast
Regular Characters:	
Guest Stars:	X-Treme (Adam X)
Villains:	Legion (David Haller), Destiny (Irene Adler,
a vision), Bella Donna Boudreaux, Sinister
Other Characters:	Philip and Deborah Summers, Ridge
Credits:	Writer: Fabian Nicieza
	Pencils: Terry Dodson
	Inks: Matt Ryan
	Letters: Bill Oakley
	Colors: Somers, Javins, Digital Chameleon
	Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
	X-Treme Created By: Fabian Nicieza, Greg 
Capullo, Jeff Johnson
Synopsis:	Philip Summers flew bomber missions against 
Germany in the Second World War. 
	In and Canadian Yukon, Adam sees a plane go 
down and is annoyed that he has to delay his 
plans and go help. He drags Philip from the 
burning wreck before it explodes and starts 
carrying him to the nearest town. He is Shi'ar 
(probably the bastard son of Scott's mother 
Anne and her captor, D'Ken). 
	Hank goes over the Summers' boathouse for 
breakfast. Jean is preoccupied thinking about 
her sister Sara (iss. 36), guilty she didn't do 
more to track her down. Then Scott gets a 
call: his grandfather is missing. They get the 
Blackbird ready to search for him.
	Philip wakes and half-recognizes Adam, who 
builds a shelter and gathers wood for a fire. 
Philip tells him being different and feeling 
alienated is part of being human.
	Legion wanders the Negev desert, 
hallucinating about Xavier and Destiny, who 
tells him he's the one who can heal the rift 
between humans and mutants.
	In New Orleans, Bella Donna attends her 
father's funeral and takes over as head of the 
Assassins Guild. She plans revenge on Remy.
	Philip probably won't make it through the 
night. He realizes Adam is an alien and tells 
him to point out his star, which is near 
Orion's belt. He passes out, and Adam cuts his 
hands, then holds them, using his mutant 
power to ignite the electrolytes in his blood 
and keep him from freezing to death. Alaskan 
EMS finds him in the morning and calls for 
Scott. He is blind now, but otherwise okay. 
They know he had help, but Adam didn't want 
to be found.
	Jean senses something in Philip's hospital 
room and finds Adam, who came through the 
window. She senses he's a friend, and links his 
mind to Philip, letting him "see" a voyage 
through the stars, a pilot's dream. She thanks 
Adam; he says Philip gave him hope.
	A mysterious someone observes; another 
mysterious someone (Sinister) observes the 

Issue:	X-Men II:40
Date:	Jan-95
Story:	The Killing Time (23 pages)
Feature Characters:	Prof. X, Cyclops, Jean Grey,
Beast, Archangel, 
Iceman, Storm, Rogue, Psylocke, Gambit, 
Regular Characters:	
Guest Stars:	Erik Magnus Lensherr, Wolverine,
Haller, Cable, Domino, Lilandra Neramani, 
Uatu and brothers, Jahf
Villains:	Legion (David Haller), Sabretooth
Other Characters:	 
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert
	Inks: Matt Ryan
	Letters: Bill Oakley
	Colors: Kevin Somers
	Editor: Bob Harras
	Editor-in-Chief: Tom DeFalco
Synopsis:	Note: this is part 2 of the Legion Quest 
	Past: Xavier tests out a new wheelchair that 
Magnus made, but he's not crippled yet, and 
Magnus is not Magneto. They are both 
working at a hospital in Haifa and are friends. 
Legion is a patient, under the name John Doe, 
and he has amnesia.
	Present: Rogue and Warren fly to the desert 
and find Jean half-buried in the sand. Hank 
examines her and says he can withstand a 
mental probe; Xavier does, and she wakes up 
screaming, "Legion!" She says he took their 
teammates with him into Xavier's past. 
	Past: Betsy, Bobby, Ororo, and Bishop know 
they're 20 years in the past, but they don't 
remember why or who they are, they just 
know they look odd and have strange clothes 
and powers. 
	Present: Sabretooth thinks he's alone in the 
mansion and tries to break out. Logan 
confronts him (see Wolverine 90).
	Past: Magnus is jealous of Xavier and 
Gabrielle. Legion attacks him and sees his 
memories of the concentration camp, then the 
loss of his daughter. Magnus lashes out, then 
runs to find Xavier, saying Legion is a mutant, 
and Xavier needs to help him. They return to 
find him projecting fire and images of X-Men. 
	Present: Xavier calls for Cable and Domino for 
help, since he knows something about time 
travel. The Israeli army immediately tries to 
arrest him; Cable tries to explain they really 
want Stryfe, but they are interrupted: a 
hologram of Lilandra, in full battle armor, 
says Legion's actions in the past are 
threatening the universe in the present. She 
has a flock of Uatu's to confirm her warning.
	Note: continued in UXM 321.

Issue:	X-Men II:41
Date:	Feb-95
Story:	Dreams Die (23 pages)
Feature Characters:	Prof. X, Cyclops, Jean Grey,
Beast, Archangel, 
Iceman, Storm, Rogue, Psylocke, Gambit, 
Regular Characters:	
Guest Stars:	Erik Magnus Lensherr, Gabrielle Haller, 
Lilandra Neramani, Cable, Domino
Villains:	Legion (David Haller), Apocalypse, Acolytes 
including Exodus 
Other Characters:	 
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert, Ron Garney 
	Inks: Andy Kubert, Matt Ryan
	Letters: Bill Oakley, NJQ
	Colors: Kevin Somers, Digital Chameleon
	Editor: Bob Harras
Synopsis:	Past: Magnus battles Legion over Haifa. 
Bishop, Betsy, Bobby, and Ororo look on, their 
memories restored, knowing this shouldn't be 
happening. Gabrielle picks Xavier off the 
ground, asking him why Legion said he was 
her son. Xavier says the day of the mutants 
has arrived. Betsy contacts Xavier 
telepathically; he is new at this, but he puts 
Gabrielle to sleep telepathically and goes to 
meet the X-Men. (Why is it so surprising to 
meet a Japanese woman with a British 
accent?) He recognizes Ororo as the little 
pickpocket from Cairo and realizes time travel 
is involved. 
	Present: Lilandra says a crystalline wave is 
engulfing the universe; she and Xavier say 
their final goodbyes, separated by light-years 
but together in spirit. Warren flies to his be 
with his friends.
	Past: Apocalypse notices the mutant battle and 
prepares his own ascension. Legion says he 
wants to kill Magnus before he can become 
Magneto and ruin Xavier's dream. Ororo 
catches Magnus while Bobby, his inhibitions 
against using his full powers gone, attacks 
Legion, freezing every molecule of his body. 
He's please with himself, but the Legion-sicle's 
telepathic powers still work, and he fells 
everyone, then unfreezes himself. He gathers a 
psychic charge to kill Magnus, but Xavier 
interposes himself. He dies. That means Legion 
was never born and the X-Men never existed, 
so they disappear, except for the already time-
displaced Bishop. 
	Present: the M'Kraan crystal's wave reaches 
Avalon on its way to earth. The X-Men see the 
sky crystallize, and in their last second, Remy 
and Rogue kiss. "The world ends, with neither 
bang nor whimper but in an eerie, silent, 
shimmering shroud of glass." 
	Note: the Age of Apocalypse intervenes, see 
The Amazing X-Men 1-4.

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