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Index to X-Men Volume II: 4 / 9

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

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Issue:	X-Men II:42
Date:	Jul-95
Story:	Heaven Can Wait (23 pages)
Feature Characters:	Prof. X, Cyclops, Jean Grey,
Beast, Iceman, Storm, Rogue
Regular Characters:	
Guest Stars:	AOA X-Men
Villains:	Magneto and his Acolytes including Exodus,
Amelia Voght, Joanna Cargill, Colossus, Milan, Skids
(Sally Blevins), Rusty (Russell Collins), Scanner;
Juggernaut (Cain Marko); Holocaust
Other Characters:	
Credits:	Writer: Fabian Nicieza
	Pencils: Paul Smith
	Inks: Matt Ryan
	Letters: Richard Starkings & Comicraft
	Colors: Kevin Somers, Digital Chameleon 
	Editor: Bob Harras
Synopsis:	Note: this occurs after UXM 322.
	On Avalon, Exodus toasts a new dawn for mutant-kind.
They have found Holocaust, a mummy adrift in space,
and examine him in a tank. Milan interfaces with the
computers and gets memories of the Age of Apocalypse
from him. To Milan, the worst of it is seeing Magneto
allied with the X-Men. Holocaust attacks and
disintegrates him, using his energy to awaken.
	In Westchester, Ororo tells Xavier about a mass
murder in Manhattan, perpetrated by mutants. Hank has
Juggernaut stabilized in the med lab.
	In Key West, a thief uses a card to break in and
steal a conquistador's helmet. Bobby stops her: it is
Rogue, having absorbed Remy's mind (iss. 41). 
	Rusty and Skids regret having come to Avalon. Scanner
interrupts to have Rusty check on Milan. Holocaust
immediately attacks him; he tells Scanner to get help,
then the tank explodes and Holocaust emerges, missing
his armor. Exodus confronts him; he thinks he's an
X-Man. They fight, explosively; Holocaust demands to
know where Magneto is, while the Acolytes scramble to
evacuate. Voght, trying to contact the X-Men,
accidentally ports Scott and Jean (and their car) to
the station, just in time to die.

Issue:	X-Men II:43
Date:	Aug-95
Story:	Falling from Grace (22 pages)
Feature Characters:	Prof. X, Cyclops, Jean Grey,
Beast, Bishop
Regular Characters:	
Guest Stars:	
Villains:	Magneto and his Acolytes including Exodus,
Harlan and Sven Kleinstock, Joanna Cargill, Unuscione,
Skids, Javitz, Colossus, Amelia Voght; Holocaust
Other Characters:	
Credits:	Writer: Fabian Nicieza
	Pencils: Paul Smith
	Inks: Matt Ryan
	Letters: Richard Starkings & Comicraft
	Colors: Kevin Somers, Digital Chameleon 
	Editor: Bob Harras
Synopsis:	Xavier strains to locate Scott and Jean
telepathically, to no avail. They are on Avalon,
battling Acolytes who think they are responsible for
Holocaust. Jean contacts Skids, who debriefs her and
says Rusty was killed (they were friends since
X-Factor 1, Feb-86). 
	Jean telepathically asks Exodus to take his fight
with Holocaust outside the station; he knocks her
back; she never realized how powerful he is. Holocaust
mistakes Scott for AOA Prelate Summers and dissolves
Javitz. Exodus goes berserk and Avalon breaks in
pieces that fall out of orbit.
	Voght ports past Bishop to see Xavier; she says those
on Avalon are as good as dead. Scott convinces the
Acolytes to work with them and evacuate. Xavier breaks
through Exodus's interference to contact Jean, who is
rescuing Skids, and Piotr, who is rescuing Magneto.
Scott takes the surviving Acolytes to the escape pods,
only to realize they have already broken off. He has
Unuscione extend her exoskeleton as their segment of
Avalon plummets down; Jean does likewise with her TK
bubble for her and Skids. Exodus and Holocaust
continue to struggle as they fall out of the sky, and
they crash in the ocean south of the equator. Jean's
TK starts to give way.

Issue:	X-Men II:44
Date:	Sep-95
Story:	Lost and Found (21 pages)
Feature Characters:	Prof. X, Cyclops, Jean Grey,
Psylocke, Bishop
Regular Characters:	
Guest Stars:	Callisto
Villains:	Acolytes: Colossus, Amelia Voght, Skids,
Harlan and Sven Kleinstock, Joanna Cargill, Unuscione,
Other Characters:	
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert
	Inks: Matt Ryan
	Letters: Richard Starkings & Comicraft
	Colors: Kevin Somers, Digital Chameleon 
	Editor: Bob Harras
Synopsis:	Piotr wakes in the snows of Antarctica, an
armored figure over him. He attacks but gets blasted
back to unconsciousness, then dragged across the ice
until they find a citadel, which must be Magneto's.
	Xavier is unable to access the psi-plane, and the
attempt causes him agony. Voght tells him to give up,
that Magneto's dream dissolved just as Xavier's did.
Jean and Skids land in Madagascar, where Bishop and
Betsy pick them up. Jean can't sense the psi-plane
either, not even her rapport with Scott.
	Scott and the Acolytes have crashed in the Gibson
Desert of Australia. He makes them walk and blasts a
hole to find water. The Kleinstocks resent him, but
Joanna and Unuscione realize he's their best hope. He
sends Scanner to reconnoiter; she comes back
exhausted, saying there's nothing within 400 miles. He
carries her till nightfall, unable to reach Jean
telepathically, and they camp.
	Jean uses Cerebro for days but fails to find Scott.
Xavier turns to Voght for help: he knows her mutant
power has made mist her natural state, and her fear of
losing her humanity is why she never joined the X-Men.
He wants her to turn him to mist, so that without a
solid body he can access the psi-plane.
	Scott knows the terrain and blasts through a canyon
wall to get to the X-Men's old base (UXM 229-251, but
he was with X-Factor then). Voght and Xavier merge
minds and mist away, but someone is still blocking the
psi-plane. Scott calls from Australia and asks for a
Blackbird to be sent; he notices the base has been
used recently. Xavier asks Voght to stay, but she
doesn't believe in the dream and mists away.
	Piotr wakes on a medical table in the citadel; his
rescuer is Callisto (thought dead since UXM 293).

Issue:	X-Men II:45
Date:	Oct-95
Story:	The Enemy of My Enemy... (37 pages)
Feature Characters:	Iceman, Rogue, Gambit
Regular Characters:	
Guest Stars:	
Villains:	Graydon Creed, Clay; Mr. Sinister
Other Characters:	
Credits:	Writer: Fabian Nicieza
	Pencils: Andy Kubert
	Inks: Cam Smith
	Letters: Richard Starkings & Comicraft
	Colors: Kevin Somers, Malibu's Hues
	Editor: Bob Harras
Synopsis:	Note: this is the 20th anniversary issue
(since Giant-Sized 1).
	Rogue's head is still swimming with Remy's memories.
She throws a boulder at Bobby, who has been bugging
her, wanting to know why she drove them to Seattle. He
ices her up, trying to calm her down, but she breaks
free and says she has to confront Remy's secrets.
	Remy has flown in with the Blackbird and stands on
the docks, in the rain, crying. He wants to make sure
Rogue is okay, and that she doesn't discover the
	Bobby catches up to Rogue in a bar, flirting with
frat boys, and stops her from touching them. She is
frustrated, so she punches the bar, goes on a tirade,
then flies off through the roof. While Bobby holds up
the ceiling, the frat boys suddenly become an
anti-mutant mob (Bobby: "Oh, give me a break!"), but
Remy shows up with flashing cards, and they back off.
He won't tell Bobby what's bothering Rogue, but he
takes him to a theater where he knows she'll be.
	Graydon watches TV coverage of Gene Nation; Clay
convinces him to run for president.
	Remy talks to Rogue, who asks, "How can ah ever love
you--really love you--if ah can't trust you?quot; She
knows he's afraid of being caught but doesn't know
why. He fails to convince her this is just one more
hurdle in their relationship, and she takes out her
frustrations on the theater and flies away. Remy
ducks; Bobby goes after Rogue, saying she needs to
face this. Remy charges a sandbag and throws it at
her, to drop her back to the ground. He extends his
hand, saying they should touch so they can share
everything: "no secrets, no shame." She hesitates,
then turns away.
	She tells Bobby she's leaving the X-Men for now. She
and Remy say they love each other. He apologizes for
not living up to her expectations; she says that's
just the problem: he did. She flies away, and Remy
just gasps. Bobby says he's sorry for him; he goes off
alone and wanders Seattle for a while. Sinister shows
up in the shadows, mocking him and saying it will soon
be time to play the hand he dealt Remy. Remy tosses a
full house at him, but he disappears.

Issue:	X-Men II:46
Date:	Nov-95
Story:	They're Baaack... (22 pages)
Feature Characters:	Jean Grey, Iceman, Gambit, Bishop;
Joseph (here thought to be Magneto)
Regular Characters:	
Guest Stars:	X-Babies of Cyclops, Gambit, Rogue,
Archangel, Bishop, Storm, and Iceman
Villains:	Humanity's Last Stand, Sen. Robert Kelly;
Gog and Magog
Other Characters:	Augie
Credits:	Writer: Scott Lobdell
	Pencils: Andy Kubert
	Inks: Cam Smith
	Letters: Richard Starkings & Comicraft
	Colors: Kevin Somers, Malibu's Hues
	Editor-in-Chief: Bob Harras
Synopsis:	Remy takes Bishop to a club in the bad part
of town; when the guards try to frisk Bishop, he
knocks down all four of them. In the gambling,
drinking, and stripping part of the establishment, he
has less fun.
	Bobby is helping Jean buy books for her niece and
nephew. Small creatures observe them from the shadows.
	Somewhere in farm country, Humanity's Last Stand
guards are on alert because their Sentinel lab was
just shut down and fifteen scientists disappeared.
Suddenly all the lights come back on, and every screen
reads "Onslaught."
	Bishop and Remy don't really like each other; Bishop
suspects Remy will betray the X-Men and become Witness
in his time.
	There's something under the craps table grabbing at
people's legs. The guards pull guns and find the
X-Babies. Bishop and Remy pull bio-energy and a Bo
staff from... well, don't ask, and go to their rescue.
	Bobby asks Jean to check his mind to make sure Emma
Frost isn't still there (UXM 313). She says sure, but
his real problem is that he realized he hasn't fully
developed his powers, but not to worry about it. They
are interrupted by more X-Babies, squabbling.
	Joseph wakes in a shed, not remembering much.
	The X-Babies explain to Bishop and Remy that they are
going to be cancelled in the Mojoverse. Gog and Magog
show up, ready to drop the ax.

Issue:	X-Men II:47
Date:	Dec-95
Story:	Big Trouble in Little Italy (22 pages)
Feature Characters:	Prof. X, Jean Grey (Phoenix again,
henceforth), Iceman, Gambit, Bishop 
Regular Characters:	
Guest Stars:	X-Babies of Cyclops, Gambit, Rogue,
Archangel, Bishop, Storm, and Iceman; Dazzler; Boomer
Villains:	Gog and Magog
Other Characters:	Father Anthony
Credits:	Writer: Scott Lobdell
	Pencils: Andy Kubert
	Inks: Cam Smith, Jesse Delperdang
	Letters: Richard Starkings & Comicraft
	Colors: Kevin Somers, Malibu's Hues
	Editor-in-Chief: Bob Harras
Synopsis:	The X-Babies run into the street, right into
the feast of San Gennaro in Little Italy. A priest
tries to get them back to their parents, but Gog and
Magog interrupt. Since Mojo fell (iss. 11), all his
characters are slated for cancellation. 
	Bishop and Remy emerge from the building that had
been collapsed on them. Remy insists he would never
betray the X-Men; Bishop isn't convinced.
	In the bookstore, Bobby pulls X-Baby Storm and Iceman
apart while Jean telepathically hides them all from
the customers. They pathetically beg for help before
they all get "killded"; Bobby says they can't be
killed because they're not real, but Jean says they
have psionic imprints now.
	The other X-Babies hide (E.T.-like) among stuffed
animals; Bishop and Remy catch up to Gog and Magog for
round two. When the bad guys start winning, the
X-Babies counter-attack with super soaker water guns,
then X-Baby Archangel and Rogue strain to drop a
mallet on them.
	Jean and Bobby arrive to help, but all the X's
together can't stop Gog and Magog. Luckily, a word
from Dazzler can. She says they overstepped their
authority and sends them back to the Mojoverse. She
tells the X-Babies there are a lot of forces at work
there, so she's putting them under her protection in
the palace, at least until Longshot is elected leader.
She says goodbye to the X-Men and ports them all away.
	Jean stops Bobby from asking about her pregnancy
(iss. 11) because she senses no baby any more.
	In Westchester, Xavier wants to have a talk with
Boomer about Sabretooth (X-Force 48).

Issue:	X-Men '95
Date:	1995
Story 1:	A Sinister Heart (40 pages)
Feature Characters:	Beast, Jean Grey, Cyclops,
Regular Characters:	
Guest Stars:	
Villains:	Mr. Sinister (Nathan Essex); Tyler Dayspring
(Genesis) and his Dark Riders: Gauntlet, Hurricane,
Lifeforce, Deadbolt, Spyne 
Other Characters:	Faye Livingstone, Doris, Lucille
Credits:	Writer: J.M. DeMatteis, Ralph Macchio
	Pencils: Terry Dodson, John Paul Leon 
	Inks: Jon Holdredge, Shawn Martinborough 
	Letters: Richard Starkings & Comicraft
	Colors: Mike Thomas 
	Editor: Mark Powers
	Editor-in-Chief: Bob Harras
Synopsis:	Bobby has run off with Rogue (UXM 323), so
Hank invites the other original X-Men to his cabin in
the Catskills, where Jean and he picnic by the river
at night.
	Livingstone, a nursing home patient in San Diego,
disappears just as Sinister comes for his annual visit
disguised as Mr. Essex. Tyler confronts him, kills a
nurse, and demands an explanation. Sinister slams him
against the wall and demands to see Livingstone. Tyler
has the Dark Riders bring her out, genetically
manipulated to be young again.
	Flashback to the 1930s: Livingstone is a radio
comedienne in Hollywood. She attends a party at
Essex's mansion and becomes his paramour, then
discovers him in his secret lab.
	Jean goes up to bed, leaving Hank reading Plato by
the fire. The Dark Riders attack, teleporting away
with Jean. Hank senses a telepathic trail, which he
follows in the Blackbird to Essex's decayed Hollywood
	Tyler rejects his father's name and calls himself
Genesis. He wants to destroy Sinister because he
turned traitor against Apocalypse. Jean is in a cage
that resists her TK, but she ignores the pain and
bursts the bars. Tyler holds Livingstone hostage, but
Sinister pushes his way over to her.
	Flashback: Sinister, caught, explains everything to
her, that she has the x-factor and would produce
special children. He keeps her captive to study her,
and then one night finally releases her without an
explanation. She runs into the night, horrified.
	Genesis wants Jean to mind-link Sinister and
Livingstone so he will be forced to admit he loves
her, shattering his sense of superiority to humanity.
Jean refuses, but Sinister wants her to do it. Hank
arrives, having fought his way past a swarm of
gargoyle-like creatures, and agrees with him, so Jean
	Livingstone sees herself dancing with Essex in his
ballroom. She says she never had children, to foil his
plans, and sees that she meant more to him than just a
gene bank. She dies.
	Sinister refuses to admit he has any feelings, but
Hank knows better. Genesis admits he failed and
leaves. Hank and Jean take Livingstone's body away,
and Sinister explodes his mansion. Genesis plans to
attack Logan (see Wolverine 100). Scott and Warren
join Jean and Hank back at the cabin.

Story 2:	Words (16 pages)
Feature Characters:	Archangel, Psylocke 
Regular Characters:	
Guest Stars:	Brian Braddock (Capt. Britain)
Other Characters:	Rob McCaully
Credits:	Writer: Scott Lobdell, Matt Idelson
	Pencils: Ramon Bernardo 
	Inks: P. Craig Russell 
	Letters: Richard Starkings & Comicraft
	Colors: Mike Rockwitz 
	Editor: Mark Powers
	Editor-in-Chief: Bob Harras
Synopsis:	A befuddled postman gives Brian a letter
from his sister. He considers how abnormal both their
lives have been, opens the letter, and reads.
	Betsy has sent pictures of Warren and her and says
they're in love. They had gone to the Westchester
County fair together and talked about the past and
their future together. Warren is afraid to risk his
heart with her, having seen his teammates hurt. They
get stuck on top of the Ferris wheel, and he decides
to fly them down. The crowd below unexpectedly
applauds. They spend a romantic evening in mid-air,
and fall in love. Brian is happy for them.

Issue:	X-Men II:48
Date:	Jan-96
Story:	Five Card Studs (23 pages)
Feature Characters:	Prof. X, Cyclops, Phoenix, Beast,
Iceman, Storm, Psylocke, Gambit, Bishop, Cannonball
Regular Characters:	
Guest Stars:	Benjamin Grimm (the Thing)
Villains:	Dark Beast (AOA Henry P. McCoy, here called
McCoy), Sugarman; Fatale as Pamela Greenwood
Other Characters:	
Credits:	Writer: Scott Lobdell
	Pencils: Luke Ross
	Inks: Andy Lanning
	Letters: Richard Starkings & Comicraft
	Colors: Steve Buccellato, Electric Crayon
	Editor-in-Chief: Bob Harras
Synopsis:	Warren has lent his Soho loft to the X-Men,
who invite Ben Grimm over for a poker game. Sam, ever
the cornball, stands behind Hank and gives away every
hand. Hank fulminates; Ben: "Give the kid a break,
McCoy. That's the problem wit' youse mutants... Yer
always takin' things much too serious." He leaves, so
they deal Sam in.
	Ororo is distracted, thinking about Betsy (UXM 328)
and Bishop, who is still dealing with his memories of
the Age of Apocalypse. He sees himself older, being
chased, but he can't see by whom. Scott and Jean say
his mind must be trying to protect itself. They dealt
with time-compressed memories (after the Adventures of
Cyclops & Phoenix miniseries), but their psionic
rapport let them help each other. Dark Beast observes
all and plots mayhem. He is surprised in his lair by
Sugarman, who has evidently eaten the guards. He
accuses Dark Beast of holding out on him, not letting
him know Bishop has appeared in this timeline.
	Xavier thinks Sabretooth wounded Betsy but left her
alive as a message to him. He counts the casualties to
his dream and feels tired; Betsy insists it was her
	Sam turns out to be a card hustler, and only Remy has
chips left. Hank watches the action, while Ororo and
Bobby go to the kitchen. Bobby: "'Ro, got a sec?quot;
Ororo: "I cannot lend you another five." But he
actually wants her to help him train, since her power
is also elemental. She gladly agrees.
	Sugarman raids Dark Beast's fridge, while he explains
that Bishop started the fall of Apocalypse and never
had a counterpart on this earth till recently. He
deduces he's the same person, a chronal anomaly, who
therefore retains memories of the AOA, and Sinister
may find out about them.
	Remy tells Sam that bluffing is only part of the
game: distraction is the other. Hank has a brainstorm,
realizing Stryfe built distractions into the Legacy
virus, and goes back to his lab.
	Dark Beast shows Sugarman a horrifically deformed
mutant he grew from brain tissue, which filters
thoughts into data. They plan to kill Bishop before
they are discovered.
	Sam shows his hand: full house, tens over nines. Remy
lays down a card at a time: ten, jack, queen, king:
the makings of a royal flush, but then he blows up the
table with the last card. He apologizes; Sam gets the
pot; Ororo is confused when she realizes he had the

Issue:	X-Men II:49
Date:	Feb-96
Story:	Eyes of a New York Woman (22 pages)
Feature Characters:	Beast, Bishop
Regular Characters:	
Guest Stars:	Generation X's Banshee, M, Chamber;
Gateway, Havok
Villains:	Dark Beast, Fatale as Pamela Greenwood,
Other Characters:	
Credits:	Writer: Scott Lobdell, Mark Waid
	Pencils: Jeff Matsuda
	Inks: Dan Panosian
	Letters: Richard Starkings & Comicraft
	Colors: Kevin Somers, Malibu's Hues
	Editor: Bob Harras
Synopsis:	Bishop goes nuts, blasting the restaurant,
demanding to know why bartender Pam has been spying on
him. Hank puts him in a headlock: "...you mistake
flirtation for espionage! Believe me--women pine not
for the tall, dark and psychotic type!" He throws Hank
off, then pauses, realizing he's confused, then drops
a hapless policeman. Exhausted, he lets an
astoundingly forgiving Pam to take him home.
	Banshee returns to the Massachusetts Academy to find
Gateway generating fireworks; then he disappears with
Chamber. M telepathically detects one word: Onslaught.
	Hank awakes on the floor of the restaurant surrounded
by police; he turns off his image inducer, shocking
them, and escapes.
	Bishop wakes on Pam's couch and pulls a gun on her.
His instincts tell him to trust her or to blow her
away. Dark Beast observes: Pam is his spy Fatale, and
she has confirmed that Bishop is the same man who was
in the AOA. Dark Beast has Havok captive (X-Factor
118) and plans to alter him. He orders Fatale to kill
	Hank tracks Bishop to Pam's, sure that Bishop is
crazy to mistrust her. She throws Bishop out the
window and reveals herself to be Fatale. Dark Beast
congratulates himself and Sugarman, then looks through
her eyes and, shocked, sees himself. Fatale jumps
down, bio-blasts and gun blazing, and explodes a gas
main. Hank and Bishop survive, but Fatale is gone.
They wonder who her employer is.
	Note: the story continues in X-Men Unlimited 10.
	Rant: Hank is the most public X-Man: a member of the
Avengers and X-Factor (actually in the Morlock tunnels
in X-Factor 10-11), and a frequent lecturer on
genetics. Dark Beast would have noticed him long
before this.

Issue:	X-Men II:50
Date:	Mar-96
Story:	Full Court Press (36 pages)
Feature Characters:	Prof. X, Cyclops, Phoenix, Beast,
Archangel, Iceman, Storm, Wolverine, Gambit, Bishop,
Regular Characters:	
Guest Stars:	Gateway, Banshee
Villains:	Post
Other Characters:	
Credits:	Writer: Scott Lobdell
	Pencils: Andy Kubert
	Inks: Cam Smith
	Letters: Richard Starkings & Comicraft
	Colors: Joe Rosas, Electric Crayon 
	Editor: Bob Harras
Synopsis:	Xavier says he named Scott Cyclops because
of his power and because of his single-mindedness.
Scott, Ororo, and Bobby are under attack, and losing.
Ororo can't remember what happened or where they are,
but her ankle is twisted; Scott has lost his visor;
Logan is scratched up; Bobby is unconscious and his
chest shattered.
	Xavier, awakened, senses their thoughts but can't
locate them. Gateway appears above his bed; Bishop
bursts in with big guns to stop him; Xavier says they
have to go with him to find their teammates; Jean
bursts in, disagrees, and knocks Gateway cold. She
finds it curious that a supposed friend has been
ambushing them, and that he did it so sloppily that
they were able to stop him.
	Bobby is understandably freaked, not sure what will
happen if he returns to human form. Logan and Ororo
realize their current landscape is artificial; Logan
senses an invisible presence and lashes out, revealing
Post, who has been monitoring them for Onslaught. He
continues the test, knocking down Ororo and Logan and
	Banshee says Gateway took Chamber but then returned
him without explanation. Xavier can't read Gateway's
mind (someone should make a list: Gambit, Shadowcat,
Wolverine...). Then a psionic being appears in the
	Scott realizes this is just like a Danger Room
session; then the four of them start bickering and
attacking each other. It's a ruse: Scott, Ororo and
Bobby blast in the direction Logan hinted at, slamming
Post, who feigns defeat, then blasts Bobby with heat.
Battle continues.
	Hank posits that Onslaught is conducting tests in his
headquarters and didn't want anyone with psionic
powers there; Gateway tried but failed to sneak
Chamber in.
	Post considers forcing Scott and Logan to kill each
other and claims to know everything about the X-Men.
Suddenly the ground shakes; Ororo and Bobby try to
destroy everything in the area, realizing Post and the
environment are linked. Logan slashes a hole in Post's
armor so Scott can blast him full-force. Test over.
	The psionic being in the mansion berates Gateway for
claiming falsely that the X-Men could stop Onslaught.
It departs into the sky.

Issue:	X-Men II:51
Date:	Apr-96
Story:	Deathbound Train (19 pages)
Feature Characters:	Prof. X, Cyclops, Phoenix, Gambit,
Regular Characters:	
Guest Stars:	 
Villains:	Dark Beast (AOA Henry McCoy), Graydon Creed,
Mr. Sinister
Other Characters:	Joey and Gailyn, John and Elaine
Grey, Ambassador Louis St. Croix
Credits:	Writer: Mark Waid
	Pencils: Pascual Ferry
	Inks: John Dell, Mark Morales, Vince Russell
	Letters: Richard Starkings & Comicraft
	Colors: Marie Javins, Malibu's Hues
	Editor: Bob Harras
Synopsis:	Xavier gets Cerebro back online (see UXM
316); it sparks, locating an energy spike in north
Jersey. Bishop takes Remy and Dark Beast in the
Blackbird; they find a commuter train heading for Penn
Station. The commuters plead for help: they have been
mutated into monsters, and it is contagious by
	Scott and Jean visit her parents; she gets mad at him
for playing games with Joey and Gailyn, obviously
testing for telepathic powers. She wants them to stay
kids for now.
	Mr. Grey brings their attention to the TV: Graydon
has just announced he's running for president, and his
platform is fear of mutants. Xavier contacts
Ambassador St. Croix, who is part of his mutant
	Dark Beast jokes about letting the whole world be
mutated; they break out to the top of the train,
trying to stop it before it reaches New York. While
Bishop realizes the engineer destroyed the controls,
Dark Beast races around finding ingredients for an
aerosol anesthetic. Once unconscious, the humans
revert to their natural form. Sinister appears and
grabs Dark Beast by the throat; he was trying to make
guinea pigs.
	Remy realizes they can't derail the train without
killing people, so he starts charging the entire
engine, to destroy it. Bishop points out he's making a
bomb which is racing right into Manhattan.

Issue:	X-Men II:52
Date:	May-96
Story:	Collector's Item (19 pages)
Feature Characters:	Rogue, Gambit, Bishop
Regular Characters:	
Guest Stars:	 
Villains:	Dark Beast, Mr. Sinister, Bastion
Other Characters:	Mrs. Watkins and Stevie, Ralph,
Credits:	Writer: Mark Waid
	Pencils: Andy Kubert
	Inks: Cam Smith
	Letters: Richard Starkings & Comicraft
	Colors: Marie Javins, Malibu
	Editor: Bob Harras
Synopsis:	Remy charges the engine and tells Bishop to
climb down to the tracks, absorb the energy, and then
release it in a "kinetic backlash" to instantly stop
the train. It works, somehow.
	Rogue rents an apartment in Pine Bluff, SC, but
freaks when the landlady's kid almost touches her.
	The police interview the survivors of the train
wreck, who blame mutants. Bastion confiscates
videotape of the scene. Sinister has taken Dark Beast,
Remy, and Bishop captive. As a geneticist, he has
recorded all known mutant bloodlines, and he is eager
to examine Bishop's mind. He realizes he is from the
future, sent back to capture the traitor to the X-Men.
When he gets up to the AOA memories, Dark Beast gets
worried and prompts Remy to attempt escape. He
pretends to be in pain, and Sinister, oddly, checks on
him and releases him; Remy throws a card to destroy
the lab, so Sinister blasts him. Bishop feeds off the
lab's electricity and blasts Sinister, who decides to
retreat. The X-Men extricate themselves; Remy somehow
knows they're in St. Louis; Dark Beast realizes he has
some prior connection to Sinister.

Issue:	X-Men II:53
Date:	Jun-96
Story:	False Fronts (22 pages)
Feature Characters:	Prof. X, Phoenix, Beast,
Archangel, Psylocke, Joseph
Regular Characters:	
Guest Stars:	 
Villains:	Onslaught, Graydon Creed, Steven
Other Characters:	
Credits:	Writer: Mark Waid
	Pencils: Andy Kubert
	Inks: Cam Smith, John Dell
	Letters: Richard Starkings & Comicraft
	Colors: Joe Rosas, Malibu 
	Editor: Bob Harras
Synopsis:	Jean goes shopping in town and senses
unspoken, prosaically hostile thoughts from the people
she meets. She enters a dressing room and finds
herself on the astral plane, facing Onslaught. He
warns her that the human-mutant problem is about to
come to a flash point. She mistrusts him; he reminds
her of the hypocritical humans. He says he is
frustration and pretends to destroy the dress shop.
	Hank is in Jersey (since X-Men Unlimited 10). As if
that weren't bad enough, he is chained in a bricked-up
room with nothing but some water, which he spills. It
drains away, revealing a trap door. 
	Joseph finds himself at a fair in South Carolina,
where the locals offer him fried chicken.
	Onslaught takes Jean to Graydon's campaign
headquarters. He has won the New Hampshire and Iowa
primaries, with the help of Steven, who is in reality
on nobody's side but his own.
	In Colorado, Betsy has been screaming at shadows for
hours. Warren tries to calm her, but then the shadows
gather and Juggernaut breaks through them. He doesn't
know where he is, but he has a big secret to tell the
X-Men. But he can't tell it: mental block. He breaks
through the floor, falls to the bottom of the cliff,
and starts walking to Westchester to find a psi who is
more coherent than Betsy.
	Onslaught, still trying to make Jean cynical, takes
her to the mansion to see Xavier's hidden thoughts.
She says they're the two most powerful telepaths on
earth and have shared secrets no one else has (most
famously, his feigned death, UXM 42-65). Onslaught
takes her deeper, and she sees that he once had
romantic feelings for her. She is shocked; Onslaught
says Xavier repressed it long ago. In fact, to live up
to his image, he has repressed every negative thought
he ever had. Onslaught throws Jean into the swamp of
	She demands to know who he is; he says he is power
unleashed and wants her to go full-Phoenix again as
his ally. She just blasts him. She already knew people
were hypocrites, but that doesn't make them evil like
him. He grabs the image of the Phoenix force and
brands her forehead with it, saying he is a god. She
falls back into the dress store, the word Onslaught
glowing on her forehead.

Issue:	X-Men II:54
Date:	Jul-96
Story:	Inquiring Minds (22 pages)
Feature Characters:	Cyclops, Phoenix, Beast, Iceman,
Storm, Wolverine, Gambit, Bishop, Cannonball; Psylocke
(in flashback)
Regular Characters:	
Guest Stars:	Franklin Richards
Villains:	Dark Beast, Juggernaut, Onslaught; Magneto,
Sabretooth (both in flashback)
Other Characters:	Dennis Hogan (in flashback)
Credits:	Writer: Mark Waid
	Pencils: Andy Kubert
	Inks: Dan Panosian 
	Letters: Richard Starkings & Comicraft
	Colors: Joe Rosas, Malibu
	Editor-in-Chief: Bob Harras
Synopsis:	Note: this takes place after UXM 334.
	Xavier has treed Sam; Scott tells him he also
received some harsh lectures when he was his age. They
are interrupted by X-Men on full alert: Juggernaut is
here. Scott says Xavier is safe for now, so he sends
them to scout the grounds.
	But Jean has Juggernaut below the mansion, in a
psi-shielded chamber that will keep them safe from
Onslaught. She peers into that thick skull of his,
then panics when she realizes the door is ajar. She
slams it; Scott feels that her presence was cut off.
	In Jersey, Hank breaks his chains, opens the
trapdoor, and is about to escape, when he is accosted.
	Scott breaks into Xavier's study, worried about Jean.
He agrees she is no longer on the psi-plane but says
she can take care of herself. Scott says she met
Onslaught, a powerful psi, and this gets his
attention. He has been looking at a file of Franklin
Richards but doesn't remember why. Scott tells him
about Juggernaut, he says to lower the mansion's
defenses so he will come out, and then the X-Men can
finally defeat him.
	Jean helps Juggernaut break through the wall in his
mind. Xavier scans the psi-plane to identify
Onslaught, but there is too much static. Also, he is
bothered by his recent failures with Magneto (iss.
25), Sabretooth (UXM 328), Logan (Wolverine 100), and
Hogan (X-Men Prime). He's finally had too much and
starts trashing his study. Then he suddenly realizes
the secret of Onslaught.
	Downstairs, Jean realizes it, too. She tells
Juggernaut he's in danger and must run, but when he
does the mansion becomes an Escher-like maze. He finds
his stepbrother's study and starts begging for help,
but the room is a mess and Xavier's chair is
overturned. Onslaught grabs him from behind and
casually plucks the Cyttorak gem from his chest. 
	Onslaught is Xavier, in scarlet and purple armor, and
he has been waiting for this all his life. He calls
his X-Men to come to him.

Issue:	X-Men II:55
Date:	Aug-96
Story:	Invasion (23 pages)
Feature Characters:	Prof. X, Cyclops, Phoenix,
Archangel (here called Angel), Iceman, Rogue,
Psylocke, Gambit, Bishop, Cannonball, Joseph
Regular Characters:	
Guest Stars:	the Fantastic Four: Mr. Fantastic, the
Invisible Woman, the Thing, the Human Torch, Franklin
Richards; the Avengers: the Scarlet Witch, Capt.
America, Giant Man, Black Widow, Thor, Iron Man,
Quicksilver, the Vision, the Wasp, Hawkeye
Villains:	Sentinels, Onslaught, Ozymandias
Other Characters:	Stu Pfaffenberger
Credits:	Writer: Mark Waid
	Pencils: Andy Kubert
	Inks: Dan Panosian 
	Letters: Richard Starkings & Comicraft
	Colors: Joe Rosas, Malibu
	Editor-in-Chief: Bob Harras
Synopsis:	Note: this is part of Onslaught Phase 1. 
	Onslaught has found his army: Sentinels invade New
York and seal the city in seventeen minutes. The
X-Men, Avengers, and Fantastic Four gather at 4
Freedoms Plaza. They have found a young, friendly
version of Magneto (Avengers 401); they have lost
Franklin Richards to Onslaught (Fantastic Four 415).
They split up: some attack Sentinels while Reed, Hank
Pym, Iron Man and Bishop go to the lab to devise
	Franklin resists Onslaught, but Charlie tries to get
his help to build a place they will always be safe.
	Moira has given Scott the Xavier Protocols: detailed
plans on how to kill each of the X-Men, just in case
they went out of control.
	Rogue and Joseph make a good team; Remy is jealous
and blames Joseph for Magneto's part of Onslaught.
	A futuristic citadel appears in Central Park.
Onslaught stands on a balcony, raises a hand, and
sends an electromagnetic and telekinetic pulse across
the city, strong enough to shake the ground and short
out the Vision, Iron Man, and the Blackbird. Joseph:
"It appears Onslaught has made his opening
statement... dropping each and every one of us with
his very first salvo."
	In North Africa, Ozymandias sculpts Onslaught and is

Issue:	X-Men II:56
Date:	Sep-96
Story:	The Beginning of the End: Twilight of the Gods
(23 pages)
Feature Characters:	Prof. X, Cyclops, Phoenix, Rogue,
Regular Characters:	
Guest Stars:	Reed, Sue, and Franklin Richards; Capt.
America, Giant Man; Nate Grey
Villains:	Sentinels, Dr. Victor von Doom; Post,
Fatale, Random, Holocaust, Havok, Dark Beast, Sugarman
(in flashback)
Other Characters:	
Credits:	Writer: Scott Lobdell, Mark Waid
	Pencils: Andy Kubert
	Inks: Art Thibert
	Letters: Richard Starkings & Comicraft
	Colors: Joe Rosas, Malibu
	Editor-in-Chief: Bob Harras
Synopsis:	Note: this is part of Onslaught Phase 2. 
	Joseph and Rogue save some innocents from a Sentinel,
which then defeats both of them. They are saved at the
last moment by Dr. Doom, of all people, who has
devised a gauntlet that can blow a Sentinel's head
	Joseph relates all this to Cap, who realizes Doom
wants to ally against Onslaught before there's no more
world to conquer. Joseph wrestles with the legacy of
Magneto's crimes.
	Onslaught sits in his citadel in Central Park, behind
impenetrable psi shields. Nate Grey resists him, but
he can still feed off his power. He plans for mutants
to take over the world, using Nate and Franklin.
	Xavier, mind-blind, tells Joseph not to blame
himself. He, after all, is the one who set Onslaught
free when he wiped Magneto's mind. 
	Onslaught sees Nate's memories of the AOA and is
furious that mutants controlled the world and then
destroyed it. He absorbs Nate's powers.
	Cap plans to use the psi-armor Iron Man made. Jean
senses Xavier leaving to confront Onslaught on his
own, so Scott quietly assembles the X-Men. Xavier
tries to reason with the monster; Onslaught has
meanwhile decided that neither humans nor mutants can
be trusted to rule the world, so he's going to kill
them all.

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