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X-Men (2nd series) # 99

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X-Factor (1st series) # 92

Issue Date: July 1993

Story Title: The Man Who Wasn’t There

Staff: Scott Lobdell (co-plotter), Joe Quesada (penciler/co-plotter), J.M. De Matteis (script), Al Milgrom (inker), Glynis Oliver (colorist), Richard Starkings (letterer), Cliff van Meter (background assist), Kelly Corvese (editor), Bob Harras (group editor), Tom DeFalco (chief)

Brief Description:
Several members of the Acolytes wreak havoc and cause death at a hospice in Virginia, leaving one of their number, Spoor, to get captured. Valerie Cooper, Havok and Quicksilver manage to interview one of the nurses, before she flat-lines. Scanner watches everything and reports it back to Fabian Cortez, and while Scanner expresses her concern for the innocent humans who were killed, Cortez punishes her for that concern. Valerie and Havok soon join Polaris, Multiple Man, Strong Guy and Wolfsbane in the holding cell where Spoor is being held captive. Spoor argues with them all, before Quicksilver arrives, and Spoor kneels before him, acknowleginh him as son of Magneto. Later, Valerie and Quicksilver depart for Kentucky to investigate Spoor’s confession - that the Acolytes are planning to attack the military installation at Cape Hayden. Havok is annoyed that the rest of X-Factor is being left behind, and even more so that Random gets to go with Val and Quicksilver as back-up. Havok secretly disobeys Valerie though, and the rest of X-Factor follow in a new aircraft, during which Strong Guy throws up, Wolfsbane notices something wrong with Multiple Man, and the team is “visited” by a mysterious being - unbeknownst to them, it is Exodus. At Cape Hayden, Valerie, Quicksilver and Random are confronted by some guards, but Quicksilver speedily removes their weapons - before Senator Kelly reveals his presence. Quicksilver argues with him, before Valerie puts the Senator in his place after he questions her bringing mutants here. Valerie and the others enter the warehouse - where various forms of Sentinels are being stocked. Havok and the rest of X-Factor make their presence known, furious that Valerie knew about the Sentinels here, while Valerie explains that the Senate wanted the Sentinels, for so long as deadly mutants like the Acolytes existed. Quicksilver agrees with Valerie, pointing out that humans have a right to protect themselves. He talks about his father, whom the Acolytes worship - before a large team of Acolytes arrive at Cape Hayden. The Senator watches from a control room as the Acolytes engage X-Factor in battle, and orders security to protect the Sentinels. The Kleinstocks take on Random, while Unuscione and Polaris battle. Strong Guy defeats Javitz, while Katu and Mellancamp confront Multiple Man. Another Kleinstock battles Havok, while Quicksilver and Fabian Cortez discuss events. A Multiple Man dupe gets his eyes poked out be Mellancamp, so he creates a dupe inside of Mellcancamp - tearing the villain apart. Frenzy finds the Senator and is ready to kill him, for which Senator Kelly tells her she will be his greatest ally ever, making him a martyr. But before Frenzy can do so, Wolfsbane takes her out. Cortez tries to get Quicksilver to admit that he is like his father, but Quicksilver adamantly denies it, despite Cortez goading him. Eventually, Amelia Voght teleports the Acolytes away, leaving X-Factor to find the Sentinels gone and Valerie vomiting up a strange substance. Valerie then remembers being kidnapped by the Acolytes and having that creature implanted in her, mind controlling her. She begins to cry as she asks X-Factor to forgive her for bringing them here, telling them she was programmed to do it. Havok is still mad at her for lying about “Project Wideawake” - the Sentinels - and tells her that although he is sorry for what the Acolytes did to her, it is not different than what she has been doing to X-Factor - lying to them. Val explains that “Project Wideawake” is a back-up in case X-Factor doesn’t work, and explains she was following orders. Quicksilver points out her poor choice in words and reminds her of the Nuremberg Trials, before Valerie tells him that he cannot compare that to this, and that they are all her friends. Quicksilver tells her that is a typical saying of a flatscan, and walks away with the rest of X-Factor, leaving Valerie crying.

Full Synopsis:
Wauntaugh, Virginia, where several members of the Acolytes - Spoor, Senyaka, Javitz and Sven and Harlan Kleinstock - have broken into a hospital. ‘Good afternoon, nurse. We are the Acolytes - and we’re here to slaughter flatscans!’ the Kleinstock Brothers shout. Nurse Leslie Murray is on her knees in front of the Acolytes, while Javitz asks the Kleinstocks if they must always be so dramatic. ‘Ah, Javitz - you simply have no…flair!’ one of the brothers exclaim, asking what good the kill is if it is not executed with a little panache. ‘Something verbal feinting before plunging in the sword?’

Spoor exclaims that they are not here for amusement. ‘We’re here to deliver retribution - in Magneto’s name!’ he booms in a thick accent, to which the mysterious Senyaka agrees. ‘So let’s do it!’ one of the Kleinstocks shouts as the Acolytes lunge towards medical staff and patients. ‘Doctor’s here - time for your five o’clock shot!’ one of the Kleinstocks exclaim as he bursts into a ward full of bed-ridden patients. ‘What are you doing?’ a confused patient asks.

‘Call it an act of divine vengeance. Or call it cold-blooded murder. Makes no difference to me!’ the mutant replies as he grabs the patient’s drip. Back out in the hallway, Senyaka has his energy whip wrapped around Nurse Murray’s neck. ‘Why? What possible reason could you have for -’ she begins, before letting out a terrifying scream. ‘You flatscans just don’t get it, do you? You never get it? You deserve this. This - and worse’ he exclaims, before Nurse Leslie Murray passes out.

An undetermined time later, Nurse Murray wakes in a hospital bed, with Alex “Havok” Summers, Pietro “Quicksilver” Maximoff and Dr Valerie Cooper standing over her, before she explains what has happened to them. She starts by explaining that they must understand that this is a hospice. ‘We don’t work here for the pay, believe me. It isn’t much. We work here…because we care’. Nurse Murray explains that people come to them at their weakest, their most vulnerable, and help them to face death with a little dignity - and a little love. ‘Nurse Murray…Leslie…if this is too difficult…you don’t have to -’ Valerie tells her, but Leslie exclaims that she needs to talk about it. ‘I think it’s the only way…I’ll be able to understand’ Leslie replies. ‘Understand? There’s no understanding these -’ Quicksilver begins, before Valerie interrupts him: ‘Quiet, Pietro - let her talk’.

Recalling how she was on the floor in front of the Acolytes, Nurse Murray explains that she wanted to get up, to say something, do something, but she was so scared, rooted to the spot. ‘All I could do was watch…like a helpless, scared little child…as the massacre began’. Havok tells her that there was nothing she could have done, as those men are brutal and vicious. ‘You don’t have to explain it to me, Mister Summers. I experienced it. Firsthand’ Leslie points out. Nurse Murray reveals that she has worked with the dying for over six years. ‘Sounds depressing…but it’s not. When people face death, they change. It’s like all the walls between us are just broken down. The soul…shines through’.

Nurse Murray continues, announcing that she has watched people die and held them while they let go. ‘I know it’s hard to believe…but they radiated such joy…such - sanity. The worst thing those animals did, Doctor Cooper - was to rob those souls of their radiance’ Leslie exclaims, before telling the others that she will never forget the one with the whip. ‘Senyaka’ Valerie exclaims. ‘What Senayaka said to me’ Nurse Murray recalls. ‘Deserve it? What in God’s name did I…did any of us do - to deserve to be treated like that?’ she asks. ‘The way the Acolytes look at it, Leslie - your biggest mistake was being born - human’ Valerie explains.

With one eye badly bruised, and painful energy burns around her neck and on her face, Nurse Murray asks ‘Then…then what they say is true? The mutants - they hate us - just for being…normal?’. Havok tells Nurse Murray that “normal” is a relative concept. ‘But I didn’t mean -’ Leslie quickly replies, but Alex tells her that he knows she didn’t, and adds that he wants her to know that the followers of Magneto are no more typical examples of mutantkind than Hitler’s followers were typical examples of humankind. ‘X-Factor wouldn’t be here investigating this atrocity - much less working for the Federal Government - if we were cut from the same cloth as those…those…I can’t think of a word loathsome enough’.

Valerie tells Alex and Pietro that they should go, as Leslie needs her rest. But as the trio takes their leave, ‘Wait…’ she calls out. ‘Hmmm?’ Quicksilver remarks, turning back to her, ‘What kind of man can this Magneto be…to inspire such insanity?’ Leslie asks. ‘That’s a question I’ve asked myself - too many times - over too many - years’ Quicksilver exclaims solemnly, before the life support monitor begins making sounds. Quicksilver looks concerned, ‘What is it? What’s wrong?’ he asks as Dr Johnson pushes past him and enters the room. ‘Outta here! Now!’ he orders Quicksilver. ‘We’re losing her! We’re losing her!’ he exclaims as other medical staff gather around, and they begin their attempts to save Nurse Leslie Murray’s life.

Quicksilver makes his way down a corridor, towards the exit, unaware that he is being followed by the Acolyte called Scanner, in her invisible, intangible electromagnetic state. The young mutant watches Pietro, before her intangible form floats up through the roof of the hospital, then down into the ocean, where she swims towards a sunken vessel.

‘M’lord, Cortez!’ Scanner exclaims as she returns to her physical form inside the remains of the Russian submarine Leningrad - somewhere in the Atlantic. ‘I have returned’ Scanner announces as she kneels at Fabian Crotez’s feet. ‘Obviously’ Cortex replies, while Scanner announces that she is ready to make report at his order. Cortez tells Scanner to stop groveling and to spit it out. ‘We’ve dealt the humans a horrible blow. But…I…ah…I still wonder, Milord -’ she begins. ‘YES?’ Cortez shouts. ‘Those people were no threat to us. To any mutants. Why -’ Scanner begins. ‘Were they human?’ Fabian asks. ‘Yes’ Scanner tells him.

‘And…correct me if I’m wrong…hasn’t the boot heel of humanity always trampled our kind?’ Cortez asks. ‘Yes. Yes, M’lord’ Scanner replies, hanging her head. ‘Then they were a threat’ Cortez tells her. Cortez grabs Scanner’s long blonde hair and gently runs his hand through it, telling her that humans are genetically linked - one mind, one heart, one soul. ‘Twisted. Evil. Full of hatred for all that’s different’. Cortez ells Scanner that her naiveté touches him, but that she must learn - and learn quickly - that compassion for humans - even the weakest ones - is extremely dangerous. ‘Our true lord and master…the great Magneto…would want you to understand this’ he tells her.

‘But…but, the master’s son! He seemed so upset by what we’d done! He -’ Scanner begins, before Cortez yanks Scanner’s hair, ‘- is my concern!’ Cortez declares while Scanner screams in pain. ‘Rest assured…Quicksilver will be mine - ours - by nightfall!’ Cortez boasts, revealing that he has certain operatives in place that even now are seeing to it.

Meanwhile, at the Pentagon, the glamorous Doctor Valerie Cooper leads Havok down a hallway to the holding cell to check on their prize package. ‘Well, Spoor - what have you got to say for yourself?’ Alex asks as he and Valerie approach the restrained Acolyte, while the rest of X-Factor - Lorna “Polaris” Dane, Rahne “Wolfsbane” Sinclair, James Madrox the Multiple Man and Guido “Strong Guy” Carosella - are standing nearby. With clamps around his arms, mid-section and legs, not to mention a “Hannibal Lecter” like clamp over his mouth, Spoor replies that it is hard to talk behind the muzzle. ‘So why don’t ye cut me loose and I’ll give ye a mouthful’ he suggests.

‘You seem to think this is funny’ Polaris points out, reminding Spoor that he is charged with murder on a mass scale, and considering that his buddies got away clean, the full weight of the law is going to come down on his ugly head. ‘Flatscan law, Polaris! Don’t mean a bloody thing to me!’ Spoor exclaims. Standing by the rather unhappy looking Multiple Man, Strong Guy tells Spoor that perhaps they will just skip the law then, and just take him out here and now. ‘That’ll be enough, Guido’ Valerie declares. ‘But -’ Guido begins to protest, while Valerie reminds him that they do things by the book here. ‘That’s right, ye stinking’ traitor! Ye play by the humans’ rules - ye gotta play all the way! And that means I got rights!’ Spoor shouts.

‘You’ve got NOTHING!’ Havok booms as he knocks Spoor back with a plasma blast. ‘Far as I’m concerned, you gave up your rights the moment you engaged in the murder - excuse me… “genetic cleansing” - of innocent human beings!’ Alex exclaims, warning Spoor to cooperate with them. He begins to threaten him, but Valerie orders Havok to back off. ‘You back off, Val! I’m handling this my -’ Alex begins, but Valerie warns Alex to do as she says now, or else he will be out of here, and off the team so fast that even Quicksilver’s head will spin. Havok scowls at Valerie, while a voice exclaims ‘Somebody mention my name?’.

‘The - son?’ Spoor utters, going wide-eyed. Quicksilver stands before his teammates and asks why they are wasting time questioning the animal. ‘We should just dig a very deep hole - throw him in - and toss several tons of dirt in after him’ Pietro exclaims. ‘No doubt he’ll feel right at home’ Quicksilver adds. ‘What is it with you people? Has everyone been taking attitude lessons from the Punisher?’ Valerie asks. ‘Next to this affront to decency, Valerie, the Punisher seems as pure as Captain America -’ Quicksilver begins, while Spoor shouts ‘The SON!’ ‘Huh?’ Quicksilver exclaims.

‘Did I miss something? I mean - did the Pope just walk in the room - or maybe Sharon Stone?’ Guido asks as everyone watches Spoor kneel at Quicksilver’s feet. ‘Unbelievable!’ Havok exclaims, while Wolfsbane declares that this is sacrilege. ‘I bow before ye - in surrender and submission - only begotten son - of the mighty, wrathful lord’ Spoor exclaims, while Guido whispers that it looks like after all these years of wanting to be a god, Pietro finally got his wish.

One hour later, Valerie Cooper and Quicksilver are getting into a helicopter, while Havok runs towards them: ‘Wait a minute! Hey! I said wait a minute!’ Alex calls out. ‘So you did’ Valerie replies casually, telling Alex that they do not have a minute. ‘Lady - what is your problem?’ Alex demands. ‘At the moment - you are’ Valerie replies. ‘You think you can just take Pietro and go off to Kentucky investigating Spoor’s confession…and leave the rest of us here?’ Alex asks. ‘As a matter of fact, I do’ Val shouts back, looking at Alex as she turns around in the chopper entrance.

Val points out that the only reason Spoor old them anything is because he thinks Quicksilver is the Second Coming. ‘If his information is correct…if the Acolytes are planning to hit our military installation at Cape Hayden - then the last thing we need is all of you there flexing your muscles and making matters worse!’ Valerie exclaims, adding that she bets Pietro will have the same effect on the others that he had on Spoor, and that will help avoid a bloodbath. ‘And if he can’t?’ Alex asks. ‘Then I brought along some insurance -’ Val explains, as the mutant bounty-hunter called Random steps up alongside her. ‘Hey, bud - how’s it hanging?’ Random asks. ‘RANDOM?’ Alex exclaims, annoyed. ‘You’re leaving us behind - and taking that mutant bounty-hunter with you?’ Alex asks. ‘Are you out of your mind?’ he exclaims.

‘What I am, Summers - is in charge!’ Valerie reminds him. ‘But -’ Alex begins. ‘Now shut your mouth and get away from the helicopter!’ Val orders. ‘We’re in a hurry!’ she shouts. Havok quickly radios to Polaris: ‘You on them?’ he asks her. ‘Best I can -’ Lorna replies, to which Alex tells her that they need to get that new transport Forge whipped up for them air-borne. ‘There’s something out-of-whack here - and I’m bloody well gonna find out what!’ the handsome hero declares.

Soon, Polaris sits inside a strange spherical shaped vessel, while Havok, Multiple Man, Strong Guy and Wolfsbane sit nearby. As the vessel propels through the sky, Guido tells her that if she cannot start steering it straight, his stomach is going to come up out his nose. ‘Please, Guido - no jokes! I’m trying to concentrate!’ Polaris exclaims, to which Guido asks ‘Who’s joking? Anybody got an Alka-Seltzer?’. ‘Alex! Make him stop!’ Lorna exclaims. Havok complies, and tells Strong Guy to know it off, pointing out that Lorna is using her magnetic powers to propel the vessel and keep tabs on the chopper. ‘If you keep distracting her with your idiotic banter, we’re never gonna make it to Cape Hayden!’ Alex declares.

‘I just wanna make it to the bathroom before I hurl!’ Strong Guy mutters, before Rahne asks Polaris if she is sure she is up to this. ‘Piece. Of. Cake’ Lorna replies as she concentrates hard. ‘Please don’t talk about food’ Guido mumbles. With a small computer on his lap, Havok is doing some research, and tells his teammates that this is peculiar, as he has called up all the files on Cape Hayden that he can find, and it turns out to be as low priority as a military base can get. Havok announces that Cape Hayden is another causality of the budget cuts, and is scheduled to be shut down next year. ‘Now what would the Acolytes want with a place like that?’

With a frown on his face and his head hung, Jamie suggests that the Acolytes are obviously targeting areas randomly, not caring who - or where - as long as they are killing “flatscans”. Rahne asks Jamie if he is all right, and points out that he looks awful. ‘Nothing to worry about, kiddo! I’m just -’ Jamie begins, before the vessel comes to a halt, and everyone is thrown from their seats. ‘Lorna - what’d you do? Why’d you hit the brakes?’ Alex asks. Lorna replies that it wasn’t her, that something grabbed them, from outside. Guido vomits. ‘Nice, Guido. Very nice. Now how about cleaning it up?’ someone declares.

‘Yeah, sure - but first - could somebody please tell me who that is?’ Guido asks, his face pressed up to the glass. ‘Never seen him before’ Alex remarks as everyone gathers around. ‘Just what we need - a new costumed lunatic out to destroy us’ Multiple Man exclaims. ‘No…take a good look at him…he doesn’t appear hostile. In fact - he looks like he’s waiting - pondering. As if there’s something he wants to say to us’ Alex exclaims as the being called Exodus hovers before them, keeping the vessel in a hold. Alex adds that it looks like he isn’t sure if this is the right time, and an instant later, Exodus takes off, skyward. ‘Guess it wasn’t’ Strong Guy mutters, while Lorna asks if they should follow him.

‘Uh-uh. We file him under “M” for mystery - and come back to him later’ Alex declares, telling Polaris that right now they need to get moving again. ‘With pleasure, lover - but not until Guido -’ Polaris begins, to which Guido exclaims ‘I’ll clean it up! I’ll clean it up!’

Meanwhile, at Cape Hayden, the chopper has landed and Valerie, Pietro and Random walk across the grounds, while Pietro exclaims ‘Isn’t it time you stopped pretending, Valerie?’. ‘Pretending? I - I don’t know what you’re -’ Valerie begins, while Quicksilver interrupts, telling her that he doesn’t believe a word of what she told them about this place. ‘The Acolytes may be bloodthirsty…but they’re not stupid. If they’re willing to risk taking on the US army - there’s got to be something here they’re hungry for’ Pietro exclaims.

Valerie tells Pietro that there is nothing. ‘This is probably the sleepiest little army base this side of -’ she begins, before they are interrupted: ‘Okay, muties -’ a voice exclaims. ‘Freeze right where you are!’ a soldier declares as several of them surround the trio. ‘Quiet - and step away from the human…nice and slow’ one of them declares, aiming various weapons at Quicksilver and Random. ‘You’ve got five seconds, freaks - or you’re both dead. Five! Four!’ the soldier begins the countdown, but Quicksilver speeds towards them, and steals every single weapon the soldiers are carrying. ‘Three?’ one of the soldiers utters. ‘Two…one…zero - okay. Go ahead: Shoot! Oh - but you don’t have your guns, do you!’ Pietro mocks.

‘Th - that’s impossible!’ one of the soldiers declares. ‘Miraculous, isn’t it - what we “mutie freaks” can do when we put our minds to it?’ Pietro exclaims, before telling the soldiers to be grateful that he did not beat them senseless while he was at it. ‘Heaven knows you little tin racists deserve it’. Suddenly, another voice declares ‘You’re the one with the bloodline for racism, Mister Maxim off - or need I remind you of the war your family has been waging against humankind for far too many years?’. Pietro glances backwards as the new arrival adds ‘Oh…but what am I saying? You work for our side now - don’t you?’

‘Senator Kelly?’ Quicksilver gasps, before telling Valerie that her “sleepy” little army base is getting more and more interesting. Senator Kelly frowns as he turns to Valerie and asks her what she was thinking bringing the mutants here. ‘You don’t have clearance for -’ he begins, while a stern Valerie tells the Senator that what she thinks is none of his business. ‘As for clearance, my position as mutant liaison gives me security clearance far beyond yours!’ Valerie tells the Senator to get out of her face and out of her way.

As the trio walk past the Senator and enter a large warehouse, Quicksilver tells Valerie that he detects a change in her. ‘For the better, I hope’ Valerie replies. ‘I haven’t decided yet’ Quicksilver tells her, adding that if she is looking for approval, a bit of honesty will help immeasurably. ‘To put it in layman’s terms, lady - what the @#%& is going on here?’ Random asks. ‘I was going to tell you’ Valerie assures him. ‘When?’ Random asks. ‘when I thought the time was right’ Valerie tells him. ‘Valerie - the time is right’ Quicksilver declares, before asking what it is that the Acolytes want here.

Valerie replies that several months ago, the Senate held a closed door meeting of several committees. ‘Concerned with - you’ll excuse the expression - the mutant problem’. Valerie reveals that the committees authorized the use of - and these are their words, not hers - “Prudent and necessary forces with which to contain potential mutant aberrations”. Val announces that is when “Project: Wideawake” was funded. ‘“Wideawake”? What’s it do?’ Random asks. ‘Set off a really big alarm clock in Kelly’s bedroom whenever another gee-cee hits puberty?’.

Valerie hits a switch on the wall, and light fills the dim warehouse. ‘Not…exactly’ she replies. ‘SENTINELS?’ Random shouts as the trio stare up at a large contingent of various forms of Sentinels. Val explains that they are prototypes, combining the finest features of the classic models with the evolving and far superior Nimrod. With an odd expression on her face, Val declares that the Senate decided that the private sector has had control of the Sentinels for so long - she is interrupted suddenly by a voice who exclaims ‘So they decided to go into the mutant slaughtering business for themselves?’ - it’s Havok, and he is furious.

‘And you knew about this?’ he demands. ‘Havok? I specifically ordered you to -’ Valerie begins, before Havok, Polaris, Strong Guy, Multiple Man and Wolfsbane gather around her. ‘I don’t want to hear another lecture about following orders, mein fuehrer -’ Alex exclaims, interrupting Valerie. ‘Just answer the question: Have you known about this all along?’ he asks. Valerie tells X-Factor that the first responsibility of a democracy is to the majority. ‘The sad truth is - the majority of Americans fears mutantkind - and, frankly, as long as there are maniacs like the Acolytes out there - their fears are wholly justified’.

‘Y’want reason toffier us? Then just wait till ye see what we do tryout precious prototypes!’ Rahne exclaims. ‘Rahne - no’ Quicksilver interrupts. ‘What? Pietro - ye canna be -’ Rahne exclaims, ‘I can’t be serious?’ Quicksilver asks. ‘You should know by now - that I’m the most serious man alive. And with good reason’. Pietro points out that he understands the psyches of the Acolytes and their kind far better than X-Factor, or Valerie, or Senator Kelly ever could. ‘Because the blood of their “savior” runs in my veins. He may not have raised me - but make no mistake - I am Magneto’s son - and my inheritance has been a grisly one. I know the broken heart that curses homo sapiens with every angry beat. I know the twisted mind that actually takes pride in being called…an “evil mutant”!’ Quicksilver declares.

With his back turned to his teammates, Pietro tells them that he is not going to explain or debate the forces that create such men - that drove him to such desperate ends - because the only pertinent question is: ‘Do these men exist? And, if they do, do humans have a right to protect themselves from them - in whatever way they can?’ Pietro asks. Senator Kelly looks down at the group from an observation booth, while everyone looks concerned. ‘Are ye saying - that they do?’ Wolfsbane asks.

‘My father may be dead - but his presence lives on. The man who isn’t there - sowing the seeds of hate in frightened, embittered mutants’ Quicksilver exclaims, while an outer wall suddenly begins to crack. ‘I believed…to the bottom of my soul…that humankind not only has a right to protect itself from Magneto’s legacy - it must protect itself!’. Suddenly, the wall caves in, and several soldiers are knocked aside - as the Acolytes make their grand entrance! Fabian Cortez! Amelia Voght! Frenzy! Unuscione! Senayak! Mellancamp! Katu! Javitz! The Kleinstocks!

‘Blowing through the side of a mountain - now that’s an entrance with style!’ Javitz declares. ‘Spare us your posturing, Javitz, and attend to the task at hand - I want this base thrown into absolute chaos - AND I WANT THE SON OF MAGNUS!’ Fabian Cortez booms. ‘You want him - you’ve got him - courtesy of Senyaka!’ the deadly mutant boasts. Joanna “Frenzy” Cargill tells her teammates that they are all starting to sound like the Kleinstocks and exclaims that this isn’t a game. ‘We’re not here to pump up our egos! The cause is about working together…self-sacrifice…in the name of our lord!’

‘Tell you what, Frenzy, you follow your path to salvation - and let me follow mine!’ Senyaka exclaims. ‘Did we just win something?’ Strong Guy asks. ‘I doubt it’ Havok replies. ‘Unless you consider the Acolytes a prize!’. Polaris remarks that Spoor must have been telling the truth. ‘How utterly unlike him’ Alex tells her. The Senator watches as Valerie tells Havok to skip the character analysis and get the team moving. ‘I don’t want a repeat of what happened in Virginia!’ she exclaims. ‘And you won’t: but just remember, Val…when this is over - we’ve got a lot to talk about!’ Havok replies as X-Factor leap into action.

‘They must be here to take out the Sentinels!’ Lorna exclaims. ‘Or capture them. Think of the damage those animals could do with such power in their hands!’ Quicksilver declares. Random accompanies X-Factor, declaring that he doesn’t give a @#$% what they want, so long as he gets his fee when the smoke clears. ‘Your generosity of spirit is humbling, Random’ Havok mutters sarcastically, to which Random replies ‘Hey, I don’t see you not cashing your check on pay day’.

X-Factor and the Acolytes come head-to-head, and Cortez exclaims ‘Listen to you…haggling over a handful of silver: judases - one and all - bought and paid for by your flatscan masters!’. Cortez remarks that he has some mild admiration for Xavier’s other misguided followers - ‘But you boot-licking slime simply…turn my stomach!’ he exclaims. ‘I think I’ve got some Alka-Seltzer left!’ Guido announces, to which Havok scolds him. Random tells the Acolytes that they worship a dead megalomaniac, while he worships the almighty dollar. ‘Guess which one of us is gonna retire to the five-bedroom house on Maui?’ he exclaims, before unleashing a barrage of energy towards the Acolytes. ‘Random…wait! We need a plan of attack -’ Alex shouts, but his cries fall on deaf ears.

From inside the observation booth, Senator Kelly frowns and tells the security personnel that this is turning ugly. He informs them that the base is expendable, and adds that X-Factor is, too, but the Sentinels must be protected at all costs. ‘Prepare to initiate Operation: Vanish…on my command!’

‘Senyaka! Down!’ the Kleinstock Brothers shout, enabling Senyaka to dodge another blast from Random. Senyaka thanks the Kelinstock Brothers for taking the brunt of the blast, and announces that he will finish Random off, as he lasso’s his whip around Random’s wrist. ‘Well, well - Senyaka, the nurse killer. This whip of yours has really done some serious damage. I mean…grabbing it like this should be causing me no end of excruciating pain’ Random points out, before drawing Senyaka towards him, telling the Acolyte not to get him wrong. ‘I mean, I’m really hurting’ he mocks, before blasting Senyaka at close range. ‘Ouch’ Random utters.

Nearby, Carmella Unuscione has trapped Polaris in a force field. ‘Why, Polaris? Before I crush the life out of you with my psionic skeleton - just tell me - why denigrate yourself - and your race - by playing monkey to these flatscan organ grinders?’ she asks. ‘Take my word for it, Unuscione - Lorna Dane is nobody’s monkey!’ Polaris shouts as she unleashes a flurry of magnetic energy inside the psi-skeleton. Lorna exclaims that she does what she does because she loves her kind - and because she is sick to death of hate-mongers like the Acolytes and Senator Kelly, who are so afraid of uniqueness and diversity that they reduce all people - human and mutant - to convenient stereotypes and labels.

‘The lady makes nice speeches. Maybe you’ve got a nice speech to make - before I snap your neck?’ Javitz asks as he strangles Strong Guy. ‘Speech? Me? Uh-uh. I’m just a big - dumb - klutz!’ Guido jokes before kicking a nearby beam, causing part of the ceiling to collapse on them. ‘Are you crazy?’ Javitz asks. There is silence, before Guido’s fist punches up through the rubble: ‘Nope he exclaims, before dragging Javitz through the rubble with him, and crouching over his body. ‘Y’see…I’m the kinda guy…you drop a building on him - he just absorbs the energy! Which means I get bigger and stronger and - now I know this is hard to believe - even more handsome! Hey! You’re not listening!’ Strong Guy exclaims as he smacks Javitz across the warehouse. ‘That’s the problem with kids today -’ Guido mutters. ‘- all that Sesame Street and MTV - they’ve simply got no attention-span!’

Katu and Mellancamp move towards Multiple Man, who exclaims ‘Two against one? Guys, guys…this just isn’t right! Didn’t your fathers teach you how to fight fair’ James asks, before tapping his forehead, creating several sullen duplicates of himself. ‘Now, me - I always fought fair. But, of course - I had to. Y’see - I was a pretty solitary kid. And the only one I ever had to fight with - was myself!’ Jamie and his duplicates exclaim.

While at that moment, one of the Kleinstock Brothers grabs Havok and lifts him overhead: ‘You’ve been working alongside flatscans so long, Havok - that you’ve become just like them! Soft…weak…inferior!’ he declares, while Havok replies ‘Out to destroy the “inferior” race - in Magneto’s name? Don’t you know what an insult that is to the memory of the very man you claim to worship?’ Alex asks, explaining that fifty years ago, Magnus barely survived a holocaust that destroyed almost all of his people. ‘All because some lunatic took it upon himself to decide who deserved to live - and who didn’t!’

As the Kleinstock twists Alex backwards, Alex asks him where the sense is in resurrecting that kind of evil in the name of one of its victims. ‘You’ve seen this place, Havok! You’ve seen the Sentinels! You tell me - where’ the sense in letting the flatscans do to mutants what Hitler did to the Jews? Doesn’t it make more sense to strike first - and destroy them all - before the next holocaust?’ the Acolyte asks. ‘No. it. DOESN’T!’ Alex booms as he blasts the Acolyte in the head with a plasma blast.

‘Pathetic, isn’t it? Brother against brother. While the humans prepare their weapons of genocide’ a voice from the shadows calls out to Quicksilver. ‘You could end this, you know. Instantly’ the voice adds. Quicksilver looks up and sees Fabian Cortez standing on a platform overhead. ‘Yes, son of Magnus - I’m talking to you’ Cortez tells Pietro, who speeds up to the platform. ‘Then talk. But be quick about it. I’m not a very patient man’ Pietro declares.

Mellancamp lashes out at one of the Madrox dupes, slashing him across the chest. Mellancamp declares that he cut a path the dupes, and is not going to cut a path through his heart. ‘But before I slice you open like a piece of ripe fruit - I think I’ll take out your eyes. After all, you’ve been blind to Magneto’s truth for so long - that it only seems fitting!’ the ferocious mutant exclaims he shoves his thumbs into the dupe’s eye sockets. ‘Stop it…stop! Oh…dear God…please - it hurts!’ he shouts. Mellancamp tells him to stop begging, as it is embarrassing. ‘Now be still…and face your death with some dignity -’ he exclaims, before Madrox shoves his fist into Mellancamp’s mouth - ‘I’m sorry, Mella camp - I truly am’ James tells him before banging down his fist, creating a dupe inside of Mellancamp - resulting in Mellancamp being reduced to blood and bones as the dupe bursts through. ‘You didn’t leave me any choice’ Jamie exclaims, while one dupe is covered in blood, and the other coughs, ’Easy for you to say’ as the injured dupe lies on the ground.

Unbeknownst to the members of X-Factor and Acolytes, the Sentinels have received their evacuation command, and are initiating their departure.

‘Senator Kelly, I presume?’ Frenzy asks as she enters the control booth. ‘Frenzy, isn’t it?’ the Senator asks from sitting in a chair. ‘Oh, right. You’re the mutant expert. Know more about me than I know about myself’ Joanna exclaims, adding that the Senator probably has a big fat file marked “Exterminate: too dangerous to live”. Senator Kelly tells Joanna that he is not afraid of her, pointing out that there is a security team headed here right now - ‘And by the time they arrive…you’ll be dead’ Frenzy warns him.

‘Kill me - and you’ll be the greatest ally I’ve ever had’ Senator Kelly tells Frenzy. ‘“Gee-cee murders United States Senator”. Even the ACLU will be screaming for mutant blood’ Senator Kelly tells Frenzy. ‘There’ll be a “Project: Wideawake” in every state in the union - they’ll be popping up all over the free world!’ the Senator adds. ‘A martyr to the cause, Kelly. Doesn’t seem like your style’ Frenzy exclaims, telling him that she will do what she can to oblige - unaware that Wolfsbane has snuck up behind her - and attacks her with an electrical cable, knocking Frenzy out.

Wolfsbane tells the Senator that, in case he did not notice, she just saved his life. ‘A lot of people would think that was a mistake. They’d say you’re as bad in yuir way as Magneto was in his’ she declares, before telling the Senator that she is still naïve enough to believe that even the hardest hearts can be changed by an act of simple kindness. ‘Prove me wrong, Senator - and I just might be back - to finish what Frenzy started’ Wolfsbane warns him, while the Senator hangs his head.

Standing on the platform, Quicksilver and Cortez look down at their battling teammates, and Fabian informs Pietro that this has all been staged for his benefit. ‘Mine?’ Pietro asks, shocked. But Cortez tells him not to feign surprise. ‘I saw you down there…standing apart from the others. Observing. Pondering. You tower above us all, son of Magnus’. Quicksilver replies: ‘To your dull eyes, I appeared to be standing still, Cortez. But in the time it took you to3 blink - I was across this complex several times - saving the lives of the fl - the humans you’re so desperate to destroy’.

‘You almost said “flatscans”, didn’t you?’ Cortez remarks. ‘An abhorrent term’ Pietro exclaims. ‘An apt one…as you know’ Fabian exclaims, before Quicksilver tells him that if there is a point to this, he would advise him to make it now. ‘You’re getting on my nerves’. Cortez tells Quicksilver that his father was a visionary. ‘My father was a -’ Pietro begins, but Cortez interrupts: ‘And you share that vision’ he declares. ‘Mad man!’ Quicksilver concludes. ‘No matter how hard you may try to deny it…repress it…agree to lead the Acolytes, Pietro - guide them to the promised land your father dreamed of - and I’ll call an end to this mindless bloodletting this very instant!’ Cortez exclaims.

Scanner’s psi-form watches as Quicksilver replies ‘Guide your band of demented little brown shirts in a bloody crusade against everyone they hate and fear? Do you really expect me to jump for joy and agree to such an absurd suggestion?’. Cortez spins around: ‘Agree? No. Ah…but I do expect you to ponder it. You can’t deny the urging of fate. Son of Magnus. You have been chosen to -’ he exclaims, but Quicksilver quickly exclaims ‘My fate is my OWN, Cortez!’, before grabbing Cortez and declaring that he chooses what he wants to do, where he wants to go. ‘Go ahead…kill me. It wont change anything!’ Fabian announces, adding that the truth is, he brings is one Quicksilver already knows. ‘You are Magneto’s son - Magneto’s heir’.

Fabian tells Pietro that no matter how fast he runs, his heritage will overtake him - in the end. ‘Now, Voght! Transport us out of here!’ Cortez orders. Mist surrounds Fabian and all of the other Acolytes, as Amelia begins teleporting them all away. ‘No!’ Quicksilver shouts, while Cortez tells him that he will see him again, very soon. ‘Hey, I thought this was a “no smoking” zone!’ Guido jokes as his opponent vanishes. ‘They’re taking off!’ Multiple Man declares. ‘But why - they didn’t take out the Sentinels - or do any major damage to the base!’ Havok points out. Amelia Voght appears before X-Factor and suggests that, perhaps, their aims were not as obvious as all of that. ‘Perhaps our main goal today was to plant seed - which, in time, will grow into an oak so tall, so strong - that even the Lord Magnus himself would look upon it with awe…’. And with that, Amelia vanishes in a blinding light.

‘The Sentinels! What if I was wrong? What if they’ve managed to teleport them out, too?’ Havok asks as he and the others rush into the room where the Sentinels were being held. ‘Alex…look - they’re gone!’ Polaris exclaims, while Valerie is lying on the floor, and announces that it was Senator Kelly, that he had a back-up plan - to move the Sentinels out before - Valerie doesn’t finish her sentence, as she suddenly starts coughing, and spewing up a green substance. ‘Val? Val…what’s wrong?’ Wolfsbane asks. ‘I don’t…’ Val replies as she collapses. ‘Val? Ach! What is that horror?’ Rahne exclaims as the green substance smoulders before her.

‘Hey, Val…it’s nothing to be embarrassed about. I did the same thing back on the ship and -’ Strong Guy begins, before Alex tells him to “zip it”. ‘I remember!’ Val exclaims, wiping her mouth. ‘What was it? Tell us!’ Rahne exclaims. ‘They…took me! The Acolytes! Implanted that…that disgusting them in me! Controlled my mind! They made me - they made me -’ Valerie begins, as she begins to cry, she turns to her friends: ‘Oh, please - you’ve got to forgive me! I…I didn’t mean to bring you here! To betray you like this! I was programmed! I had to -’ Valerie exclaims. Havok asks Valerie if lying about “Project Wideawake” was part of the programming. ‘No, but -’ Val begins, but Alex tells her that he doesn’t want to hear her lame excuses. ‘Alex, ye dinnae have the right to -’ Wolfsbane begins, but Havok shouts that he has every tight.

Havok tells Valerie that he is truly sorry for what the Acolytes did to her, but that, in some ways, it is no different than what she has been doing to X-Factor all long. Valerie continues crying, and covers her face with her hands, telling them that they don’t understand, she exclaims that “Project Wideawake” is only in place as a fail-safe, in case X-Factor does not work. Valerie turns to Pietro: ‘You understand…I did what I had to do - for national security!’ she exclaims, adding that she was just following orders.

Quicksilver frowns and tells Valerie that that was an unfortunate choice of phrases. ‘One that echoed again and again at Nuremberg - when the murderers of my father’s people - of my people - sought expiation of their sins’. Tears continue to stream from Valerie’s eyes as she declares’ You can’t possibly compare this to - you…all of you…you’re not just some hired underlings - you’re my friends - YOU’RE MY FRIENDS!’ she exclaims. Quicksilver quotes: “Some of my best friends are mutants”?, before turning and walking away solemnly with the Random and the rest of X-Factor. Valerie collapses to the ground and covers her face as Quicksilver exclaims ‘Ah, Valerie - how very typical - of a flatscan’….

Characters:
Havok, Multiple Man, Polaris, Quicksilver, Strong Guy, Wolfsbane (all X-Factor)
Dr Valerie Cooper
Random

Senator Robert Kelly

Fabian Cortez, Frenzy, Javitz, Katu, Sven & Harlan Kleinstock, Seamus Mellancamp, Scanner II, Senyaka, Spoor, Carmella Unuscione, Amelia Voght (all Acolytes)

Exodus

Nurse Leslie Murray
Doctor Johnson and other medical staff
Soldiers at Cape Hayden
Sentinels

Notes:
This issue is the 1st part of the Fatal Attractions crossover, but is a standalone issue itself. The Fatal Attractions crossover continues in X-Force #25. Like the other parts, this issue has a hologram card attached to the cover. This issue’s is of Havok.

Cortez's underwater base is the Soviet submarine Leningrad, which was sunk by Magneto in Uncanny X-Men #150.

Multiple Man and a dupe came into contact with a mutate infected with the Legacy Virus in X-Factor (1st series) #91, hence his current state.

Valerie has “changed” ever since X-Factor (1st series) #87 when she was attacked by an unknown force.

Mellancamp inexplicably returns in Heroes for Hire (1st series) #16.

Valerie and X-Factor’s friendship is later repaired.

Project Wideawake has been a subplot in the X-books ever since the end of the “Days of Future Past” storyline in uncanny X-Men #141-142.

This Issue has been reprinted in:
X-Men: Fatal Attractions (Trade Paperback)

Issue Summary written by: Daytripper (Steven Bishop)


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